West Pharmaceutical Services 10-Q 2024-09-30

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2024

or

For the transition period from to

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 610-594-2900

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of October 22, 2024, there were 72,422,349 shares of the registrant’s common stock outstanding.

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PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(in millions, except per share data)

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(in millions)

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

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OVERVIEW

The following discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our Company. It should be read in conjunction with our condensed consolidated financial statements and accompanying notes elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”) as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and accompanying notes included in our 2023 Annual Report. Our historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks discussed in Part I, Item 1A of our 2023 Annual Report and in Part II, Item 1A of this Form 10-Q.

Throughout this section, references to “Notes” refer to the notes to our condensed consolidated financial statements (unaudited) in Part I, Item 1 of this Form 10-Q, unless otherwise indicated.

Non-U.S. GAAP Financial Measures

For the purpose of aiding the comparison of our year-over-year results, we may refer to net sales and other financial results excluding the effects of changes in foreign currency exchange rates. Organic net sales exclude the impact from acquisitions and/or divestitures and translate the current-period reported sales of subsidiaries whose functional currency is other than USD at the applicable foreign exchange rates in effect during the comparable prior-year period. We may also refer to adjusted consolidated operating profit and adjusted consolidated operating profit margin, which exclude the effects of unallocated items. The unallocated items are not representative of ongoing operations, and generally include restructuring and related charges, certain asset impairments, and other specifically-identified income or expense items. The re-measured results excluding effects from currency translation, the impact from acquisitions and/or divestitures, and excluding the effects of unallocated items are not in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and should not be used as a substitute for the comparable U.S. GAAP financial measures. The non-U.S. GAAP financial measures are incorporated in our discussion and analysis as management uses them in evaluating our results of operations and believes that this information provides users with a valuable insight into our overall performance and financial position.

Our Operations

We are a leading global manufacturer in the design and production of technologically advanced, high-quality, integrated containment and delivery systems for injectable drugs and healthcare products. Our products include a variety of primary proprietary packaging, containment solutions, reconstitution and transfer systems, and drug delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions. Our customers include leading biologic, generic, pharmaceutical, diagnostic, and medical device companies around the world. Our top priority is delivering quality products that meet the exact product specifications and quality standards customers require and expect. This focus on quality includes a commitment to excellence in manufacturing, scientific and technical expertise and management, which enables us to partner with our customers in order to deliver safe, effective drug products to patients quickly and efficiently.

Our business operations are organized into two global segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery systems, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business, focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers. We also maintain collaborations to share technologies and market products with affiliates in Japan and Mexico.

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Macroeconomic Factors

We have operations based in Israel that conduct research and development activities and manufacture certain components for our devices. Our Israel-based facilities continue to substantially operate as they had prior to the conflict in Israel and surrounding area. We continue to monitor the impact of the conflict in Israel and surrounding areas on our operations and those of our suppliers, the possible expansion of such conflict and potential geopolitical consequences, if any, on our business and operations.

Financial Performance Summary

The following tables present a reconciliation from U.S. GAAP to non-U.S. GAAP financial measures for the three and nine months ended September 30, 2024:

During the three and nine months ended September 30, 2024, we recorded a tax benefit of $2.7 million and $19.3 million, respectively, associated with stock-based compensation.

The following tables present a reconciliation from U.S. GAAP to non-U.S. GAAP financial measures for the three and nine months ended September 30, 2023:

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During the three and nine months ended September 30, 2023, we recorded a tax benefit of $12.0 million and $31.3 million, respectively, associated with stock-based compensation.

(1)Restructuring and other charges were a benefit of $0.9 million in the three and nine months ended September 30, 2024. The net benefit represents the impact of two items, the first of which is a $2.5 million benefit recorded within other expense (income) related to revised severance estimates in connection with the Company's 2022 restructuring plan. This benefit was partially offset by $1.6 million of expense recorded within selling, general and administrative expenses in connection with a plan to optimize the legal structure of the Company and its subsidiaries. The expense consists primarily of consulting fees, legal expenses, and other one-time costs directly attributable to this plan. Restructuring and other charges of $0.1 million for the nine months ended September 30, 2023 represent the net impact of an inventory write down of $0.9 million within cost of goods and services sold and a $0.8 million benefit within other expense (income) for revised severance estimates in connection with its 2022 restructuring plan.

(2)During the three and nine months ended September 30, 2024 and 2023, the Company recorded $0.2 million and $0.6 million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020. During the three and nine months ended September 30, 2024 and 2023, the Company recorded $0.6 million and $1.6 million, respectively, of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

(3)During the three and nine months ended September 30, 2023, the Company recorded a benefit of $3.8 million within other nonoperating expense (income) as a result of a favorable legal settlement related to a matter not included in our normal operations.

(4)During the three and nine months ended September 30, 2023, the Company recorded expense of $3.3 million within other expense (income), as a result of an impairment of one of the Company's cost investments.

(5)During the nine months ended September 30, 2023, the Company recorded expense of $11.6 million within other expense (income), as a result of the sale of one of the Company’s manufacturing facilities within the Proprietary Products segment. The transaction closed during the second quarter of 2023.

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RESULTS OF OPERATIONS

We evaluate the performance of our segments based upon, among other things, segment net sales and operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that we consider not representative of ongoing operations. Such items are referred to as other unallocated items for which further information can be found above in the reconciliation from U.S. GAAP to non-U.S. GAAP financial measures.

Percentages in the following tables and throughout the Results of Operations section may reflect rounding adjustments.

Net Sales

The following table presents net sales, consolidated and by reportable segment, for the three months ended September 30, 2024 and 2023:

Consolidated net sales decreased by $0.5 million, or 0.1%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $2.9 million. Excluding foreign currency translation effects, consolidated net sales for the three months ended September 30, 2024 decreased by $3.4 million, or 0.5%, as compared to the same period in 2023.

Proprietary Products – Proprietary Products net sales decreased by $1.1 million, or 0.2%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $2.2 million. Excluding foreign currency translation effects, net sales for the three months ended September 30, 2024 decreased by $3.3 million, or 0.5%, as compared to the same period in 2023, due to a decline in sales of certain high-value product offerings due to customer inventory management, primarily FluroTec® products, NovaBrand products, Westar® components and Daikyo® components. These reductions were partially offset by an increase in sales of self-injection device platforms, approximately $19 million in customer incentives in connection with volumes achieved during the three months ended September 30, 2024, as compared to the same period in 2023, and increased sales prices.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $0.6 million, or 0.4%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.7 million. Excluding foreign currency translation effects, net sales for the three months ended September 30, 2024 decreased by $0.1 million, or 0.1%, as compared to the same period in 2023, due primarily to a decrease in sales of healthcare diagnostic devices, offset by growth in self-injection devices for obesity and diabetes.

The following table presents net sales, consolidated and by reportable segment, for the nine months ended September 30, 2024 and 2023:

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Consolidated net sales decreased by $73.4 million, or 3.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.2 million. Excluding foreign currency translation effects and removal of the 2023 sales impact related to one of our plants that was disposed of in the second quarter of 2023 of $4.3 million, consolidated net sales for the nine months ended September 30, 2024 decreased by $69.3 million, or 3.1%, as compared to the same period in 2023.

Proprietary Products – Proprietary Products net sales decreased by $83.0 million, or 4.6%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including an unfavorable foreign currency translation impact of $0.4 million. Excluding foreign currency translation effects and removal of the 2023 sales impact related to one of our plants that was disposed of in the second quarter of 2023 of $4.3 million, net sales for the nine months ended September 30, 2024 decreased by $78.3 million, or 4.4%, as compared to the same period in 2023, due to a decline in sales of certain high-value product offerings due to customer inventory management, primarily Westar® components, FluroTec® products and Daikyo® components. These reductions were partially offset by an increase in sales of self-injection device platforms and NovaBrand products, as well as increased sales prices.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $9.6 million, or 2.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.6 million. Excluding foreign currency translation effects, net sales for the nine months ended September 30, 2024 increased by $9.0 million, or 2.2%, as compared to the same period in 2023, primarily due to an increase in sales of components associated with injection-related devices and sales price increases.

Gross Profit

The following table presents gross profit and related gross profit margins, consolidated and by reportable segment:

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Consolidated gross profit decreased by $23.6 million, or 8.2%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $1.0 million for the three months ended September 30, 2024, as compared to the same period in 2023. Consolidated gross profit margin decreased by 3.2 margin points for the three months ended September 30, 2024, as compared to the same period in 2023.

Consolidated gross profit decreased by $126.1 million, or 14.8% for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million for the nine months ended September 30, 2024, as compared to the same period in 2023. Consolidated gross profit margin decreased by 4.6 margin points for the nine months ended September 30, 2024, as compared to the same period in 2023.

Proprietary Products - Proprietary Products gross profit decreased by $25.7 million, or 9.8%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.9 million. Proprietary Products gross profit margin decreased by 4.2 margin points for the three months ended September 30, 2024, as compared to the same periods in 2023, primarily due to a shift in sales mix from HVP Components to HVP Delivery Devices, which have lower profitability. Profit was additionally impacted by lower plant absorption at our HVP Component plants from reduced customer demand. These headwinds were partially offset by approximately $19 million in customer incentives in connection with volumes achieved during the three months ended September 30, 2024, as compared to the same period in 2023, and increased sales prices.

Proprietary Products gross profit decreased by $130.8 million, or 16.8%, for the nine months ended September 30, 2024, as compared to the same period in 2023. Proprietary Products gross profit margin decreased by 5.5 margin points for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to lower plant absorption from reduced customer demand and an unfavorable shift in mix of products sold from HVP Components to HVP Delivery Devices. These headwinds were partially offset by increased sales prices and approximately $22 million in customer incentives in connection with volumes achieved during the nine months ended September 30, 2024, as compared to the same period in 2023.

Contract-Manufactured Products - Contract-Manufactured Products gross profit increased by $2.1 million, or 7.8%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million. Contract-Manufactured Products gross profit margin increased by 1.3 margin points for the three months ended September 30, 2024, as compared to the same period in 2023, primarily due to production efficiencies.

Contract-Manufactured Products gross profit increased by $3.8 million, or 5.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023. Contract-Manufactured Products gross profit margin increased by 0.5 margin points for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to increased sales prices.

Research and Development (“R&D”) Costs

The following table presents consolidated R&D costs:

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Consolidated R&D costs decreased by $0.9 million, or 5.5%, for the three months ended September 30, 2024, as compared to the same period in 2023. Consolidated R&D costs increased $0.6 million, or 1.2%, for the nine months ended September 30, 2024 as compared to the same period of 2023. Efforts remain focused on the continued investment in elastomeric packaging components, formulation development, drug containment systems, self-injection systems and drug administration consumable.

All of the R&D costs incurred in the three and nine months ended September 30, 2024 and 2023 related to Proprietary Products.

Selling, General and Administrative (“SG&A”) Costs

The following table presents SG&A costs, consolidated and by reportable segment and corporate and unallocated items:

Consolidated SG&A costs decreased by $5.5 million, or 6.2%, for the three months ended September 30, 2024, as compared to the same period in 2023, due primarily to lower annual incentive compensation and decreased costs related to professional services, offset by increased salary and wages.

Consolidated SG&A costs decreased by $10.2 million, or 3.9%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.2 million, due primarily to a decrease in expense related to stock-based compensation and lower annual incentive compensation, offset by increased salary and wages.

Proprietary Products - Proprietary Products SG&A costs decreased by $4.8 million, or 7.8%, for the three months ended September 30, 2024, as compared to the same period in 2023. Proprietary Products SG&A costs decreased primarily due to lower annual incentive compensation and decreased costs related to professional services.

Proprietary Products SG&A costs decreased by $3.4 million, or 1.9%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.2 million. Proprietary Products SG&A costs decreased primarily due to lower annual incentive compensation.

Contract-Manufactured Products - Contract-Manufactured Products SG&A costs increased by $0.7 million, or 11.7%, for the three months ended September 30, 2024, as compared to the same period in 2023, and increased by $1.0 million, or 5.5%, for the nine months ended September 30, 2024, as compared to the same period in 2023, due primarily to increased salary and wages.

Corporate and unallocated items - Corporate SG&A costs decreased by $1.4 million, or 6.5%, for the three months ended September 30, 2024, as compared to the same period in 2023, primarily due to lower annual incentive compensation and a decrease in expense related to stock-based compensation, offset by increased salary and wages.

Corporate SG&A costs decreased by $7.8 million, or 11.4%, for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to a decrease in expense related to stock-based compensation and lower annual incentive compensation, offset by increased salary and wages.

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Other Expense (Income)

The following table presents other income and expense items, consolidated and by reportable segment, corporate and unallocated items:

Other expense and income items consist of a loss on disposal of plant, asset impairments, foreign exchange transaction gains and losses, contingent consideration and miscellaneous income and charges.

Consolidated other expense (income) changed by $1.2 million for the three months ended September 30, 2024, as compared to the same period in 2023 and changed by $11.7 million for the nine months ended September 30, 2024, as compared to the same period in 2023, due to the factors described below.

Proprietary Products - Proprietary Products other expense (income) changed by $3.4 million for the three months ended September 30, 2024, as compared to the same period in 2023, primarily due to increased losses on foreign exchange transactions, increased asset impairments and increased contingent consideration expense being recorded in the three months ended September 30, 2024, as compared to the same period in 2023.

Proprietary Products other expense (income) changed by $3.0 million for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to increased losses on foreign exchange transactions and increased contingent consideration expense, offset by a decrease in asset impairments being recorded in the nine months ended September 30, 2024, as compared to the same period in 2023.

Contract-Manufa****ctured Products - Contract-Manufactured Products other expense (income) changed by $0.6 million for the three months ended September 30, 2024, as compared to the same period in 2023 and remained consistent for the nine months ended September 30, 2024, as compared to the same period in 2023.

Corporate and unallocated items - Corporate and unallocated items changed by $5.2 million for the three months ended September 30, 2024, as compared to the same period in 2023, primarily due to the Company recording expense related to impairment of one of the Company's cost investments of $3.3 million in the three months ended September 30, 2023 that did not occur in the same period in 2024. Additionally, the Company recorded a benefit of $2.5 million related to revised severance estimates in connection with the Company's 2022 restructuring plan in the three months ended September 30, 2024 that did not occur in the same period in 2023.

Corporate and unallocated items changed by $14.7 million for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to the Company recording expense of $11.6 million as a result of the sale of one of the Company’s manufacturing facilities within the Proprietary Products segment and the Company recording expense related to impairment of one of the Company's cost investments of $3.3 million in the nine months ended September 30, 2023. Neither of these items occurred in the same period in 2024. Additionally, the Company recorded a benefit of $2.5 million related to revised severance estimates in connection with the Company's 2022 restructuring plan in the nine months ended September 30, 2024, as compared to a benefit of $0.8 million recorded in the same period in 2023.

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Operating Profit

The following table presents adjusted operating profit, consolidated and by reportable segment, corporate and unallocated items:

Consolidated operating profit decreased by $16.0 million, or 9.0%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.9 million for the three months ended September 30, 2024, as compared to the same period in 2023.

Consolidated operating profit decreased by $104.8 million, or 20.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.3 million for the nine months ended September 30, 2024, as compared to the same period in 2023.

Proprietary Products - Proprietary Products operating profit decreased by $23.4 million, or 12.9%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.8 million, due to the factors described above, most notably lower gross profit driven by lower sales volume and an unfavorable mix of products sold.

Proprietary Products operating profit decreased by $131.0 million, or 24.0%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.2 million, due to the factors described above, most notably lower gross profit driven by lower sales volume and an unfavorable mix of products sold.

Contract-Manufactured Products - Contract-Manufactured Products operating profit increased by $0.8 million, or 3.8%, for the three months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million, due to the factors described above, most notably the increased sales prices.

Contract-Manufactured Products operating profit increased by $2.8 million, or 5.3%, for the nine months ended September 30, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million, due to the factors described above, most notably the increased sales prices.

Corporate and unallocated - Excluding the unallocated items, Corporate costs decreased by $2.4 million, or 11.0%, for the three months ended September 30, 2024, as compared to the same period in 2023, due to the factors described above, most notably the lower annual incentive compensation and the decrease in expense related to stock-based compensation.

Excluding the unallocated items, Corporate costs decreased by $7.5 million, or 10.9%, for the nine months ended September 30, 2024, as compared to the same period in 2023, due to the factors described above, most notably the decrease in expense related to stock-based compensation and lower annual incentive compensation.

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For unallocated items, please refer to the Financial Performance Summary section above for detail.

Interest Expense, Net and Interest Income

The following table presents interest expense, net, by significant component:

Interest expense, net, decreased by $2.2 million, for the three months ended September 30, 2024, as compared to the same period in 2023, and decreased by $4.0 million, for the nine months ended September 30, 2024, as compared to the same period in 2023, due to an increase in capitalized interest.

Interest income decreased by $4.2 million for the three months ended September 30, 2024, as compared to the same period in 2023, and decreased by $3.8 million for the nine months ended September 30, 2024, as compared to the same period in 2023, due primarily to the Company having a lower average cash balance during 2024, as compared to the same periods in 2023.

Income Tax Expense

The provision for income taxes was $32.4 million and $29.4 million for the three months ended September 30, 2024 and 2023, respectively, and the effective tax rate was 19.7% and 15.7%, respectively. The increase in the effective tax rate is primarily due to a decrease in the tax benefit related to stock-based compensation in the three months ended September 30, 2024 as compared to the same period in 2023, partially offset by a shift in the forecasted geographic earnings mix.

The provision for income taxes was $70.7 million and $87.8 million for the nine months ended September 30, 2024 and 2023, respectively, and the effective tax rate was 16.8% and 16.6%, respectively. The increase in the effective tax rate is primarily due to a decrease in the tax benefit related to stock-based compensation in the nine months ended September 30, 2024, as compared to the same period in 2023, partially offset by a shift in the forecasted geographic earnings mix.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies increased by $0.2 million for the three months ended September 30, 2024, as compared to the same period in 2023.

Equity in net income of affiliated companies decreased by $1.7 million for the nine months ended September 30, 2024, as compared to the same period in 2023, due to less favorable operating results at Daikyo.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table presents cash flow data for the nine months ended September 30:

Net Cash Provided by Operating Activities – Net cash provided by operating activities decreased by $74.1 million for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to a decline in operating results, offset by favorable working capital management.

Net Cash Used in Investing Activities – Net cash used in investing activities increased by $14.0 million for the nine months ended September 30, 2024, as compared to the same period in 2023, due to an increase in capital expenditures for additional manufacturing capacity to meet future customer demand.

Net Cash Used in Financing Activities – Net cash used in financing activities increased by $283.6 million for the nine months ended September 30, 2024, as compared to the same period in 2023, primarily due to an increase in purchases under our share repurchase program in 2024, as compared to 2023.

Liquidity and Capital Resources

The table below presents selected liquidity and capital measures:

Cash and cash equivalents include all instruments that have maturities of ninety days or less when purchased. Working capital is defined as current assets less current liabilities.

Cash and cash equivalents – Our cash and cash equivalents balance at September 30, 2024 consisted of cash held in depository accounts with banks around the world and cash invested in high-quality, short-term investments. The cash and cash equivalents balance at September 30, 2024 included $80.3 million of cash held by subsidiaries within the U.S., and $410.6 million of cash held by subsidiaries outside of the U.S. During the nine months ended September 30, 2024, we purchased 1,409,786 shares of our common stock under the share repurchase program at a cost of $506.5 million, or an average price of $359.24 per share.

Working capital – Working capital at September 30, 2024 decreased by $230.5 million, or 18.2%, as compared to December 31, 2023, which includes a favorable foreign currency translation impact of $6.2 million. Excluding the impact of currency exchange rates, cash and cash equivalents, total current liabilities and inventories decreased by $365.0 million, $158.0 million and $34.0 million, respectively, while accounts receivable increased by $12.5 million.

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The decrease in cash and cash equivalents was due to capital expenditures and share repurchases, offset by cash from operations during the nine months ended September 30, 2024. The decrease in total current liabilities was primarily due to the Company amending its Credit Facility Agreement during the nine months ended September 30, 2024. As part of this amendment, all current notes payable and debt amounts were repaid. Please refer to Note 8, Debt, for further discussion. Additionally, a decline in accounts payable and the payout of the 2023 annual incentive plan accrual during the nine months ended September 30, 2024 contributed to the decrease in total current liabilities.

The decrease in inventories and the increase in accounts receivable were both due to increased net sales leading up to the September 30, 2024 balance sheet date as compared to the December 31, 2023 balance sheet date.

Debt and credit facilities – The $4.2 million decrease in total debt at September 30, 2024, as compared to December 31, 2023, is due to the net activity of debt repayments and borrowings as mentioned in Note 8, Debt**.

Our sources of liquidity include our multi-currency revolving credit facility. At September 30, 2024, we had no outstanding borrowings under the multi-currency revolving credit facility. At September 30, 2024, the borrowing capacity available under the multi-currency revolving credit facility, including outstanding letters of credit of $2.4 million, was $497.6 million. We do not expect any significant limitations on our ability to access this source of funds.

Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and not to exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At September 30, 2024, we were in compliance with all of our debt covenants.

We believe that cash on hand and cash generated from operations, together with availability under our multi-currency revolving credit facility, will be adequate to address our foreseeable liquidity needs based on our current expectations of our business operations, capital expenditures and scheduled payments of debt obligations.

Commitments and Contractual Obligations

A summary of future material cash payments resulting from commitments and contractual obligations was provided in our 2023 Annual Report. During the three months ended September 30, 2024, there were no material changes outside of the ordinary course of business to our commitments and contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

At September 30, 2024, we had no off-balance sheet financing arrangements other than unconditional purchase obligations incurred in the ordinary course of business and outstanding letters of credit related to various insurance programs, as noted in our 2023 Annual Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to the Critical Accounting Policies and Estimates disclosed in Part II, Item 7 of our 2023 Annual Report.

NEW ACCOUNTING STANDARDS

There were no new accounting standards adopted during the three months ended September 30, 2024, see Note 2, New Accounting Standards.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Form 10-Q contains some forward-looking statements that are based on management’s beliefs and assumptions, current expectations, estimates and forecasts. We also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Such statements provide our current expectations or forecasts of future events. They do not relate strictly to historical or current facts. We have attempted, wherever possible, to identify forward-looking statements by using words such as “plan,” “expect,” “believe,” “intend,” “will,” “estimate,” “continue” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance, as well as our strategy for growth, product development, market position and expenditures. All statements that address operating performance or events or developments that we expect or anticipate will occur in the future - including statements relating to sales and earnings per share growth, cash flows or uses, and statements expressing views about future operating results - are forward-looking statements.

Forward-looking statements are based on current expectations of future events. The forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events and operating performance, and speak only as of their dates. Investors should realize that, if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements.

The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements:

• sales demand and our ability to meet that demand;

• competition from other providers in our businesses, including customers’ in-house operations, and from lower-cost producers in emerging markets, which can impact unit volume, price and profitability;

• customers’ changing inventory requirements and manufacturing plans that alter existing orders or ordering patterns for the products we supply to them;

• interruptions or weaknesses in our supply chain, including from reasons beyond our control such as extreme weather, longer-term climate changes, natural disasters, pandemic, war, accidental damage, or unauthorized access to our or our customers’ information and systems, which could cause delivery delays or restrict the availability of raw materials, key purchased components and finished products;

• the timing, regulatory approval and commercial success of customer products that incorporate our products and systems;

• whether customers agree to incorporate our products and delivery systems with their new and existing drug products, the ultimate timing and successful commercialization of those products and systems, which involves substantial evaluations of the functional, operational, clinical and economic viability of our products, and the rate, timing and success of regulatory approval for the drug products that incorporate our components and systems;

• the timely and adequate availability of filling capacity, which is essential to conducting definitive stability trials and the timing of first commercialization of customers’ products in Crystal Zenith prefilled syringes;

• profitability, or mix, of the products sold in any reporting period, including lower-than-expected sales growth of our high-value proprietary product offerings;

• maintaining or improving production efficiencies and overhead absorption;

• dependence on third-party suppliers and partners, some of which are single-source suppliers of critical materials and products, including our Japanese partner and affiliate, Daikyo;

• the loss of key personnel or highly-skilled employees;

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• the availability and cost of skilled employees required to meet increased production, managerial, research and other needs, including professional employees and persons employed under collective bargaining agreements;

• the successful and timely implementation of price increases necessary to offset rising production costs, including raw material prices, particularly petroleum-based raw materials;

• the cost and progress of development, regulatory approval and marketing of new products;

• our ability to obtain and maintain licenses in any jurisdiction in which we do business;

• the relative strength of USD in relation to other currencies, particularly the Euro, SGD, the Danish Krone, Yen, Colombian Peso, Brazilian Real, and the South Korean Won; and

• the potential adverse effects of global healthcare legislation on customer demand, product pricing and profitability.

This list sets forth many, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all of the factors and should not consider this list to be a complete statement of all potential risks and uncertainties. For further discussion of these and other factors, see the risk factors disclosed in Part I, Item 1A of our 2023 Annual Report as well as Part II, section 1A of this quarterly report.

Except as required by law or regulation, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

There have been no material changes in our exposure to market risk or the information provided in Part II, Item 7A of our 2023 Annual Report.

Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our CEO and CFO have concluded that, as of September 30, 2024, our disclosure controls and procedures are effective.

Changes in Internal Controls

During the quarter ended September 30, 2024, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

There are no material changes to the risk factors disclosed in Part I, Item 1A of our 2023 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table shows information with respect to purchases of our common stock made during the three months ended September 30, 2024 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act:

(1)In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up to $1.0 billion in shares of common stock. The share repurchase program does not have an expiration date under which we may repurchase common stock on the open market or in privately-negotiated transactions. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions.

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the period covered by this Report.

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(1) We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.

• Furnished, not filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WEST PHARMACEUTICAL SERVICES, INC.

(Registrant)

By: /s/ Bernard J. Birkett

Bernard J. Birkett

Senior Vice President, Chief Financial Officer

October 24, 2024