WEST PHARMACEUTICAL SERVICES INC - Quarter Report: 2025 June (Form 10-Q)

Other non-cash items, net()()

Changes in assets and liabilities

()()Net cash provided by operating activities Cash flows from investing activities: Capital expenditures()() $

years and years, respectively. As of June 30, 2025 and December 31, 2024, the weighted average remaining lease term for finance leases was years and years, respectively.

As of June 30, 2025 and December 31, 2024, the weighted average discount rate for operating leases was % and %, respectively. As of June 30, 2025 and December 31, 2024, the weighted average discount rate for finance leases was % and %, respectively.

$ 2026 2027 2028 2029 Thereafter Less: imputed lease interest()()Total lease liabilities$ $

The following table summarizes the Company's affiliate transactions:


	Three Months Ended June 30,		Six Months Ended June 30,
($ in millions)	2025	2024	2025	2024
Purchases from (and payments to) affiliates	$	$	$	$
Sales to affiliates	$	$	$	$

Note 8:

%)$ $

Series C notes, due July 5, 2027 (%)

Less: unamortized debt issuance costs for Term Loan and Series Notes Total debt Less: current portion of long-term debt Long-term debt, net$ $

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million in borrowings under the Term Loan which were classified as long-term. Please refer to Note 9, Derivative Financial Instruments, for a discussion of the foreign currency hedge associated with the Term Loan.

Multi-Currency Revolving Credit Facility

At June 30, 2025, the borrowing capacity available under our $ million multi-currency revolving credit facility, including outstanding letters of credit of $ million, was $ million.

Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At June 30, 2025, we were in compliance with all of our debt covenants.

Note 9:

million and $ million. We have also entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany demand notes which were executed at various times throughout 2023 and 2024. As of both June 30, 2025 and December 31, 2024, the total notional amounts of these forward exchange contracts were Euro ("EUR") million and $ million.

In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of up to , intended to hedge the currency risk associated with a portion of our forecasted transactions denominated in foreign currencies.

JPY SGD

In December 2019, we entered into a cross-currency swap for $ million, which we designated as a hedge of our net investment in Daikyo. The cross-currency swap had an original maturity date of December 31, 2024, but was extinguished in July 2024. In July 2024, we entered into a new cross-currency swap for $ million, which we designated as a hedge of our net investment in Daikyo. As of June 30, 2025, the notional amount of the cross-currency swap is ¥ billion ($ million) and the swap termination date is July 2, 2027. Under the cross-currency swap, we receive fixed USD interest rate payments in return for paying fixed JPY interest rate payments.

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barrels of crude oil from June 2025 to October 2026, at a weighted-average strike price of $ per barrel.

Effects of Derivative Instruments on Financial Position and Results of Operations

Please refer to Note 10, Fair Value Measurements, for the balance sheet location and fair values of our derivative instruments as of June 30, 2025 and December 31, 2024.

$ $ $ Other expense (income)

Derivative designated as hedging instrument

()()()()Other expense (income)

Amount excluded from effectiveness testing

()()()()Other expense (income)Total$()$()$()$()

We recognize in earnings the initial value of forward point components for hedges of intercompany loans on a straight-line basis over the life of the fair value hedge. The value of forward point components for hedges of intercompany demand notes is recognized currently in earnings using a market approach. The expense recognized in earnings, pre-tax, for forward point components for the three and six months ended June 30, 2025 was $ million and $ million, respectively. The expense recognized in earnings, pre-tax, for forward point components for the three and six months ended June 30, 2024 was $ million and $ million, respectively.

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$ $ $()Other expense (income)Total$ $ $ $()Cash Flow Hedges: Foreign currency hedge contracts$()$ $ $()Net salesForeign currency hedge contracts ()() Cost of goods and services soldTotal$ $()$()$ Net Investment Hedges: Cross-currency swap$()$ $ $ Other expense (income)Total$()$ $ $


	Amount of Gain (Loss) Recognized in OCI for the				Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for the			Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Six Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025	2024
Fair Value Hedges:
Foreign currency hedge contracts	$		$		$	$	()	Other expense (income)
Total	$		$		$	$	()
Cash Flow Hedges:
Foreign currency hedge contracts	$	()	$		$	$	()	Net sales
Foreign currency hedge contracts			()					Cost of goods and services sold

Forward treasury locks								Interest expense
Total	$		$	()	$	$
Net Investment Hedges:

Cross-currency swap	$	()	$		$	$		Other expense (income)
Total	$	()	$		$	$

Refer to the above table which summarizes the effects of derivative instruments designated as fair value hedges within the other expense (income) line in our condensed consolidated statements of income for the three and six months ended June 30, 2025 and June 30, 2024.

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$()$ $()Cost of goods and services sold$()$ $ $ Interest expense$ $ $ $

)$()$()$()Other expense (income)Currency Forwards Other expense (income)Total$ $()$ $

For the three and six months ended June 30, 2025 and 2024, there was no material ineffectiveness related to these hedges.

Note 10:

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$ $ $ Money market funds Time deposits Foreign currency contracts Cross-currency swap Commodity call options $ $ $ $ Liabilities: Contingent consideration$ $ $ $ Deferred compensation liabilities Foreign currency contracts $ $ $ $

Balance at

Basis of Fair Value Measurements

($ in millions)

December 31,
2024

Level 1

Level 2

Level 3

Assets:

Deferred compensation assets

Money market funds

Time deposits

Foreign currency contracts

Cross-currency swap

Commodity call options

Liabilities:

Contingent consideration

Deferred compensation liabilities

Foreign currency contracts

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million compared to a carrying amount of $ million. At December 31, 2024, the estimated fair value of long-term debt was $ million and the carrying amount was $ million. As of June 30, 2025 and December 31, 2024, all debt is long-term.

Note 11:

)$ $()$()$()Other comprehensive income (loss) before reclassifications () Amounts reclassified out from accumulated other comprehensive income (loss) () Other comprehensive income (loss), net of tax () Balance, June 30, 2025$ $ $()$()$()

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$ $()$()$()Other comprehensive (loss) income before reclassifications()() ()()Amounts reclassified out from accumulated other comprehensive income (loss) () Other comprehensive (loss) income, net of tax()()()()()

Balance, June 30, 2024

$()$ $()$()$()

)$ $()$ Net salesForeign currency contracts ()()()Cost of goods and services soldForeign currency contracts Other expense (income)Forward treasury locks() ()()Interest expenseTotal before tax ()()()Tax benefit Net of tax$ $()$()$()Amortization of defined benefit pension and other postretirement plans:Actuarial gains$ $ $ $ (a)Total before tax Tax expense() ()()Net of tax$ $ $ $ Total reclassifications for the period, net of tax$ $()$()$()

(a) This component is included in the computation of net periodic benefit cost.

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Note 12:

$ $ $()$ $()$ Net income— — — — — — Activity related to stock-based compensation— — ()() — — Shares purchased under share repurchase program— — — ()— — ()

Dividends declared ($ per share)

— — — — — ()— ()Other comprehensive income, net of tax— — — — — — Balance, March 31, 2025 $ $ $()$ $()$ Net income— — — — — — Activity related to stock-based compensation— — ()() ()— Shares purchased under share repurchase program— — — — ()— — ()

Dividends declared ($ per share)

— — — — — ()— ()Other comprehensive income, net of tax— — — — — — Balance, June 30, 2025 $ $ $()$ $()$

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$ $ $()$ $()$ Net income— — — — — — Activity related to stock-based compensation— — ()() — — Shares purchased under share repurchase program— — — ()— — ()

Dividends declared ($ per share)

— — — — — ()— ()Other comprehensive loss, net of tax— — — — — — ()()Balance, March 31, 2024 $ $ $()$ $()$ Net income— — — — — — Activity related to stock-based compensation— — ()() — — Shares purchased under share repurchase program— — — ()— — ()

Dividends declared ($ per share)

— — — — — ()— ()Other comprehensive loss, net of tax— — — — — — ()()Balance, June 30, 2024 $ $ $()$ $()$

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Note 13:

million shares of common stock to the maximum number of shares of common stock as to which awards may be granted. Following the approval of the Amended and Restated 2016 Plan, all stock options or SARs that are not forfeited or cancelled will reduce the number of shares available for issuance under the Amended and Restated 2016 Plan by share for each share subject to the award. Awards issued following the amendment that are payable in common stock (other than stock options or SARs) will reduce the total number of shares available for grant under the Amended and Restated 2016 Plan by an amount equal to times the number of shares subject to the award. The reduction was previously equal to times the number of shares subject to the award under the 2016 Plan. At June 30, 2025, there were approximately million shares remaining in the Amended and Restated 2016 Plan for future grants, million shares of which we intend to file a registration statement on Form S-8 with the SEC, pursuant to the Securities Act as soon as practicable.

During the six months ended June 30, 2025, the Company granted stock options at a weighted average exercise price of $ per share based on the grant-date fair value of our stock to employees under the 2016 Plan. The weighted average grant date fair value of options granted was $ per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of %; expected life of years based on prior experience; stock volatility of % based on historical data; and a dividend yield of %. Stock option expense is recognized over the vesting period, net of forfeitures.

During the six months ended June 30, 2025, the Company granted stock-settled performance share unit (“PSU”) awards at a weighted average grant-date fair value of $ per share to eligible employees. These awards are earned based on the Company’s performance against pre-established targets, including annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares of common stock. Shares earned under PSU awards may vary from % to % of an employee’s targeted award. The fair value of stock-settled PSU awards is based on the market price of our stock at the grant date and is recognized as expense over the performance period, adjusted for estimated target outcomes and net of forfeitures.

During the six months ended June 30, 2025, the Company granted stock-settled restricted share unit (“RSU”) awards at a weighted average grant-date fair value of $ per share to eligible employees. These awards are earned over a specified performance period. The fair value of stock-settled RSU awards is based on the market price of our stock at the grant date and is recognized as expense over the vesting period, net of forfeitures.

Stock-based compensation expense was $ million and $ million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, stock-based compensation expense was $ million and $ million, respectively.

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Note 14:

$ $ $ Contingent consideration Foreign exchange transaction losses Asset impairments ))

Contingent Consideration

Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please refer to Note 10, Fair Value Measurements, for additional details.

Note 15:

million and $ million for the three months ended June 30, 2025 and 2024, respectively, and the effective tax rate was % and %, 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 June 30, 2025 as compared to the same period in 2024.

million and $ million for the six months ended June 30, 2025 and 2024, respectively, and the effective tax rate was % and %, 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 six months ended June 30, 2025 as compared to the same period in 2024.

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Note 16:

Note 17:

reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery products, 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.

The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM evaluates the performance of our segments based upon, among other things, segment net sales and segment 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 the CODM considers not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items. The segment operating profit metric is what the CODM uses in evaluating our results of operations and the financial measure that provides a valuable insight into our overall performance and financial position. The CODM considers budget-to-actual variances and variances against prior years within segment operating profit when making decisions about allocating resources to the segments.

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$ $ $ Contract-Manufactured Products Consolidated net sales$ $ $ $

reportable segments and corporate and unallocated:


($ in millions)	June 30, 2025	December 31, 2024
Assets
Proprietary Products	$	$
Contract-Manufactured Products
Corporate and Unallocated(1)
Total consolidated	$	$

(1) Corporate and unallocated assets primarily include investments in affiliated companies, cash and cash equivalents, property, plant and equipment used in our corporate operations and deferred income taxes.


($ in millions)	Three Months Ended June 30,		Six Months Ended June 30,
Depreciation and Amortization	2025	2024	2025	2024
Proprietary Products	$	$	$	$
Contract-Manufactured Products
Corporate and Unallocated
Total consolidated	$	$	$	$


($ in millions)	Three Months Ended June 30,		Six Months Ended June 30,
Capital Expenditures	2025	2024	2025	2024
Proprietary Products	$	$	$	$
Contract-Manufactured Products
Corporate and Unallocated
Total consolidated	$	$	$	$

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$ $ $ $ $ Cost of goods and services sold Research and development Selling, general and administrative expenses

Other segment expense (income)(4)

()Segment operating profit$ $ $ $ $ $ Reconciliation of profit or loss:Stock-based compensation()()

Corporate general costs(1)

()()Unallocated items:

Restructuring and related charges(2)

()

Amortization of acquisition-related intangible assets(3)

()Total consolidated operating profit Interest (income) expense and other nonoperating expense (income), net()()Income before income taxes and equity in net income of affiliated companies$ $

$ $ $ $ $ Cost of goods and services sold Research and development Selling, general and administrative expenses

Other segment expense (income)(4)

()Segment operating profit$ $ $ $ $ $ Reconciliation of profit or loss:Stock-based compensation()()

Corporate general costs(1)

()()Unallocated items:

Restructuring and related charges(2)

()

Amortization of acquisition-related intangible assets(3)

()()Total consolidated operating profit Interest (income) expense and other nonoperating expense (income), net()()Income before income taxes and equity in net income of affiliated companies$ $

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million and $ million, respectively, related to restructuring programs. The Company recorded $ million and $ million in the three and six months ended June 30, 2025, respectively, of these charges within other expense (income), related to severance and acceleration of depreciation and lease costs in connection with the Company's 2025 restructuring plan. The remaining $ million and $ million, respectively, of expense, recorded within selling, general and administrative expenses, relates to our plan to optimize the legal structure of the Company and its subsidiaries.

(3) During the three and six months ended June 30, 2025 and 2024, we recorded $ and $ million, and $ million and $ million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020.

(4) Other segment expense (income) primarily includes foreign exchange transaction gains and losses, adjustments to contingent consideration and asset impairments attributable to the segments during the three and six months ended June 30, 2025 and 2024.

Please refer to Note 14, Other Expense (Income), for further discussion of these items.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 2024 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 2024 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. 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

In recent months, the U.S. government has imposed additional tariffs and trade restrictions on certain goods produced outside of the United States. In response to these actions, certain jurisdictions, including China, Mexico, Canada and the European Union, have imposed or are considering imposing tariffs and restrictions on certain goods produced in the United States. We continue to monitor this dynamic situation to assess the impact of these tariffs on our business and actions we can take to minimize their impact. Based on the information available at this time, we do not believe the impact will be material to our 2025 results.

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 six months ended June 30, 2025:


($ in millions, except per share data)	Operating Profit		Income tax expense		Net income		Diluted EPS
Three months ended June 30, 2025 U.S. GAAP	$	153.7	$	30.2	$	131.8	$	1.82
Unallocated items:
Restructuring and other charges (1)	1.6		0.4		1.2		0.02
Amortization of acquisition-related intangible assets (2)	—		—		0.5		—
Three months ended June 30, 2025 adjusted amounts (non-U.S. GAAP)	$	155.3	$	30.6	$	133.5	$	1.84


($ in millions, except per share data)	Operating profit		Income tax expense		Net income		Diluted EPS
Six months ended June 30, 2025 U.S. GAAP	$	260.7	$	54.3	$	221.6	$	3.05
Unallocated items:
Restructuring and other charges (1)	19.4		2.4		17.0		0.23
Amortization of acquisition-related intangible assets (2)	0.2		—		1.1		0.01
Six months ended June 30, 2025 adjusted amounts (non-U.S. GAAP)	$	280.3	$	56.7	$	239.7	$	3.29

During the three and six months ended June 30, 2025, we recorded a tax benefit of $1.2 million and $2.9 million respectively, associated with stock-based compensation.

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


($ in millions, except per share data)	Operating Profit		Income tax expense		Net income		Diluted EPS
Three months ended June 30, 2024 U.S. GAAP	$	126.2	$	21.9	$	111.3	$	1.51
Unallocated items:
Amortization of acquisition-related intangible assets (2)	0.2		—		0.7		0.01
Three months ended June 30, 2024 adjusted amounts (non-U.S. GAAP)	$	126.4	$	21.9	$	112.0	$	1.52


($ in millions, except per share data)	Operating Profit		Income tax expense		Net income		Diluted EPS
Six months ended June 30, 2024 U.S. GAAP	$	249.0	$	38.3	$	226.6	$	3.06
Unallocated items:
Amortization of acquisition-related intangible assets (2)	0.4		—		1.4		0.02
Six months ended June 30, 2024 adjusted amounts (non-U.S. GAAP)	$	249.4	$	38.3	$	228.0	$	3.08

During the three and six months ended June 30, 2024, we recorded a tax benefit of $5.7 million and $16.6 million, respectively, associated with stock-based compensation.

(1)During the three and six months ended June 30, 2025, the Company recorded charges of $1.6 million and $19.4 million, respectively, related to restructuring programs. During the three and six months ended June 30, 2025, the Company recorded $0.2 million and $16.6 million, respectively, of the charges within other expense (income), related to severance and acceleration of depreciation and lease costs in connection with the Company's 2025 restructuring plan. The Company recorded the remaining $1.4 million and $2.8 million, respectively, within selling, general and administrative expenses, related to our plan to optimize the legal structure of the Company and its subsidiaries.

(2)During the six months ended June 30, 2025, the Company recorded $0.2 million of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020. During the three and six months ended June 30, 2025, the Company recorded $0.5 million and $0.9 million, respectively, of amortization expense in association with an acquisition of increased ownership interest in Daikyo. During the three and six months ended June 30, 2024, the Company recorded $0.2 million and $0.4 million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020. During the three and six months ended June 30, 2024, the Company recorded $0.5 million and $1.0 million, respectively, of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

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.

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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 June 30, 2025 and 2024:


	Three Months Ended June 30,				Percentage Change
($ in millions)	2025		2024		As-Reported		Organic
Proprietary Products	$		$		10.7	%	8.4	%
Contract-Manufactured Products					3.0	%	0.5	%
Consolidated net sales	$	766.5	$	702.1	9.2	%	6.8	%

Consolidated net sales increased by $64.4 million, or 9.2%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $16.5 million. Excluding foreign currency translation effects, consolidated net sales for the three months ended June 30, 2025 increased by $47.9 million, or 6.8%, as compared to the same period in 2024.

Proprietary Products – Proprietary Products net sales increased by $60.1 million, or 10.7%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $12.9 million. Excluding foreign currency translation effects, net sales for the three months ended June 30, 2025 increased by $47.2 million, or 8.4%, as compared to the same period in 2024, due primarily to an increase in sales of Westar® products, NovaChoice® products and Daikyo CZ®, partially offset by a decline in sales of FluroTec® products.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $4.3 million, or 3.0%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.6 million. Excluding foreign currency translation effects, net sales for the three months ended June 30, 2025 increased by $0.7 million, or 0.5%, as compared to the same period in 2024, due primarily to an increase in sales of self-injection devices for obesity and diabetes, partially offset by a decrease in sales of healthcare diagnostic devices.

The following table presents net sales, consolidated and by reportable segment, for the six months ended June 30, 2025 and 2024:


	Six Months Ended June 30,				Percentage Change
($ in millions)	2025		2024		As-Reported		Organic
Proprietary Products	$		$		5.7	%	5.4	%
Contract-Manufactured Products					1.2	%	0.6	%
Consolidated net sales	$	1,464.5	$	1,397.5	4.8	%	4.5	%

Consolidated net sales increased by $67.0 million, or 4.8%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $4.8 million . Excluding foreign currency translation effects, consolidated net sales for the six months ended June 30, 2025 increased by $62.2 million, or 4.5%, as compared to the same period in 2024.

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Proprietary Products – Proprietary Products net sales increased by $63.6 million, or 5.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.1 million. Excluding foreign currency translation effects, net sales for the six months ended June 30, 2025 increased by $60.5 million, or 5.4%, as compared to the same period in 2024, due primarily to an increase in sales of self-injection device platforms and Westar® products, partially offset by a decline in sales of FluroTec® products.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $3.4 million, or 1.2%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $1.7 million. Excluding foreign currency translation effects, net sales for the six months ended June 30, 2025 increased by $1.7 million, or 0.6%, as compared to the same period in 2024, due primarily to an increase in sales of self-injection devices for obesity and diabetes, partially offset by a decrease in sales of healthcare diagnostic devices.

Gross Profit

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2025			2024			2025			2024
Proprietary Products:
Gross profit	$	248.3		$	207.0		$	458.5		$	414.1
Gross profit margin	40.1		%	37.0		%	38.8		%	37.0		%
Contract-Manufactured Products:
Gross profit	$	25.6		$	23.0		$	47.3		$	46.1
Gross profit margin	17.5		%	16.2		%	16.8		%	16.6		%
Consolidated gross profit	$	273.9		$	230.0		$	505.8		$	460.2
Consolidated gross profit margin	35.7		%	32.8		%	34.5		%	32.9		%

Consolidated gross profit increased by $43.9 million, or 19.1%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $6.8 million for the three months ended June 30, 2025, as compared to the same period in 2024. Consolidated gross profit margin increased by 2.9 margin points for the three months ended June 30, 2025, as compared to the same period in 2024.

Consolidated gross profit increased by $45.6 million, or 9.9%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.2 million for the six months ended June 30, 2025, as compared to the same period in 2024. Consolidated gross profit margin increased by 1.6 margin points for the six months ended June 30, 2025, as compared to the same period in 2024.

Proprietary Products - Proprietary Products gross profit increased by $41.3 million, or 20.0%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $6.2 million. Proprietary Products gross profit margin increased by 3.1 margin points for the three months ended June 30, 2025, as compared to the same periods in 2024, due primarily to higher plant absorption from increased customer demand and sales price increases.

Proprietary Products gross profit increased by $44.4 million, or 10.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.0 million. Proprietary Products gross profit margin increased by 1.8 margin points for the six months ended June 30, 2025, as compared to the same periods in 2024, due primarily to higher plant absorption from increased customer demand and sales price increases.

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Contract-Manufactured Products - Contract-Manufactured Products gross profit increased by $2.6 million, or 11.3%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $0.6 million. Contract-Manufactured Products gross profit margin increased by 1.3 margin points for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to sales price increases and product mix.

Contract-Manufactured Products gross profit increased by $1.2 million, or 2.6%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $0.2 million. Contract-Manufactured Products gross profit margin increased by 0.2 margin points for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to sales price increases and product mix.

Research and Development (“R&D”) Costs

The following table presents consolidated R&D costs:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Consolidated R&D costs	$	19.1	$	17.5	$	35.4	$	35.1

Consolidated R&D costs increased by $1.6 million, or 9.1%, and $0.3 million, or 0.9% for the three and six months ended June 30, 2025, respectively, as compared to the same period in 2024. 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 six months ended June 30, 2025 and 2024 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:


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2025			2024			2025			2024
Proprietary Products	$	61.5		$	56.1		$	121.8		$	116.8
Contract-Manufactured Products	7.0			6.2			14.6			12.4
Corporate and unallocated items	27.4			20.7			47.5			40.5
Consolidated SG&A costs	$	95.9		$	83.0		$	183.9		$	169.7
SG&A as a % of net sales	12.5		%	11.8		%	12.6		%	12.1		%

Consolidated SG&A costs increased by $12.9 million, or 15.5%, for the three months ended June 30, 2025, as compared to the same period in 2024, including an unfavorable foreign currency translation impact of $0.9 million, due primarily to higher annual incentive compensation, increased expense related to stock-based compensation and increased salary and wages.

Consolidated SG&A costs increased by $14.2 million, or 8.4%, for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased salary and wages and higher annual incentive compensation, partially offset by decreased costs related to professional services.

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Proprietary Products - Proprietary Products SG&A costs increased by $5.4 million, or 9.6%, for the three months ended June 30, 2025, as compared to the same period in 2024, including an unfavorable foreign currency translation impact of $0.8 million. Proprietary Products SG&A costs increased due primarily to higher annual incentive compensation and increased salary and wages, partially offset by decreased costs related to professional services.

Proprietary Products SG&A costs increased by $5.0 million, or 4.3%, for the six months ended June 30, 2025, as compared to the same period in 2024. Proprietary Products SG&A costs increased due primarily to increased salary and wages and higher annual incentive compensation, partially offset by decreased costs related to professional services.

Contract-Manufactured Products - Contract-Manufactured Products SG&A costs increased by $0.8 million, or 12.9%, for the three months ended June 30, 2025, as compared to the same period in 2024, including an unfavorable foreign currency translation impact of $0.1 million, due primarily to increased salary and wages and higher annual incentive compensation.

Contract-Manufactured Products SG&A costs increased by $2.2 million, or 17.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased salary and wages.

Corporate and unallocated items - Corporate SG&A costs increased by $6.7 million, or 32.4%, for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to increase in expense related to stock-based compensation, higher annual incentive compensation and increased costs related to professional services.

Corporate SG&A costs increased by $7.0 million, or 17.3%, for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to expenses in connection with a plan to optimize the legal structure of the Company and its subsidiaries, higher annual incentive compensation and increased costs related to professional services.

Other Expense (Income)

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


Expense (Income)	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Proprietary Products	$	6.0	$	2.4	$	9.0	$	4.9
Contract-Manufactured Products	0.8		(0.4)		1.4		(0.6)
Corporate and unallocated	(1.6)		1.3		15.4		2.1
Consolidated other expense (income)	$	5.2	$	3.3	$	25.8	$	6.4

Other expense and income items consist of restructuring and related charges, foreign exchange transaction gains and losses, contingent consideration, asset impairments and miscellaneous income and charges.

Consolidated other expense (income) changed by $1.9 million for the three months ended June 30, 2025, as compared to the same period in 2024, and changed by $19.4 million for the six months ended June 30, 2025, as compared to the same period in 2024, due to the factors described below.

Proprietary Products - Proprietary Products other expense (income) changed by $3.6 million for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased contingent consideration expense being recorded in the three months ended June 30, 2025, as compared to the same period in 2024.

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Proprietary Products other expense (income) changed by $4.1 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased contingent consideration expense being recorded in the six months ended June 30, 2025, as compared to the same period in 2024.

Contract-Manufactured Products - Contract-Manufactured Products other expense (income) changed by $1.2 million for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased foreign exchange losses in the three months ended June 30, 2025, as compared to the same period in 2024.

Contract-Manufactured Products other expense (income) changed by $2.0 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to increased foreign exchange losses in the six months ended June 30, 2025, as compared to the same period in 2024.

Corporate and unallocated items - Corporate and unallocated items changed by $2.9 million for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to gains on foreign exchange being recorded in the three months ended June 30, 2025, as compared to losses on foreign exchange being recorded in the same period in 2024. This was partially offset by the Company recording restructuring and other charges of $ million in the three months ended June 30, 2025 that did not occur in the same period in 2024.

Corporate and unallocated items changed by $13.3 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to the Company recording restructuring and other charges of $ million in the six months ended June 30, 2025 that did not occur in the same period in 2024.

Operating Profit

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2025			2024			2025			2024
Proprietary Products	$	161.7		$	131.0		$	292.3		$	257.3
Contract-Manufactured Products	17.8			17.2			31.3			34.3
Corporate and unallocated items	(25.8)			(22.0)			(62.9)			(42.6)
Consolidated operating profit	$	153.7		$	126.2		$	260.7		$	249.0
Consolidated operating profit margin	20.1		%	18.0		%	17.8		%	17.8		%
Unallocated items	1.6			0.2			19.6			0.4
Adjusted consolidated operating profit	$	155.3		$	126.4		$	280.3		$	249.4
Adjusted consolidated operating profit margin	20.3		%	18.0		%	19.1		%	17.8		%

Consolidated operating profit increased by $27.5 million, or 21.8%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $6.0 million for the three months ended June 30, 2025, as compared to the same period in 2024.

Consolidated operating profit increased by $11.7 million, or 4.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.3 million for the six months ended June 30, 2025, as compared to the same period in 2024.

Proprietary Products - Proprietary Products operating profit increased by $30.7 million, or 23.4%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $5.5 million, due to the factors described above, most notably higher plant absorption from increased customer demand and sales price increases.

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Proprietary Products operating profit increased by $35.0 million, or 13.6%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $3.1 million, due to the factors described above, most notably higher plant absorption from increased customer demand and sales price increases.

Contract-Manufactured Products - Contract-Manufactured Products operating profit increased by $0.6 million, or 3.5%, for the three months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $0.5 million, due to the factors described above, most notably sales price increases.

Contract-Manufactured Products operating profit decreased by $3.0 million, or 8.7%, for the six months ended June 30, 2025, as compared to the same period in 2024, including a favorable foreign currency translation impact of $0.2 million, due to the factors described above, most notably increased salary and wage expense.

Corporate and unallocated - Excluding the unallocated items, Corporate costs increased by $2.4 million, or 11.0%, for the three months ended June 30, 2025, as compared to the same period in 2024, due to the factors described above, most notably the increase in expense related to stock-based compensation.

Excluding the unallocated items, Corporate costs increased by $1.1 million, or 2.6%, for the six months ended June 30, 2025, as compared to the same period in 2024, due to the factors described above, most notably the higher annual incentive compensation and increased costs related to professional services.

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

Interest Expense, Net and Interest Income

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Interest expense	$	4.1	$	3.6	$	8.3	$	7.2
Capitalized interest	(4.0)		(2.1)		(7.8)		(4.1)
Interest expense, net	$	0.1	$	1.5	$	0.5	$	3.1

Interest income	$	(3.6)	$	(4.0)	$	(7.7)	$	(10.2)

Interest expense, net, decreased by $1.4 million, for the three months ended June 30, 2025, as compared to the same period in 2024, and decreased by $2.6 million, for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to an increase in capitalized interest, offset by an increase in interest expense driven by an increase in the Company's Term Loan balance.

Interest income decreased by $0.4 million for the three months ended June 30, 2025, as compared to the same period in 2024, and decreased by $2.5 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to the Company having a lower average cash balance during 2025 and a decline in interest rates in 2025, as compared to the same periods in 2024.

Other Nonoperating Expense (Income)

Other nonoperating expense (income) was $0.2 million and $0.0 million for the three months ended June 30, 2025 and 2024, respectively, and $0.4 million and $0.0 million for the six months ended June 30, 2025 and 2024, respectively.

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Income Tax Expense

The provision for income taxes was $ million and $ million for the three months ended June 30, 2025 and 2024, respectively, and the effective tax rate was % and %, respectively. The increase in the effective tax rate is due primarily to a decrease in the tax benefit related to stock-based compensation in the three months ended June 30, 2025 as compared to the same period in 2024.

The provision for income taxes was $ million and $ million for the six months ended June 30, 2025 and 2024, respectively, and the effective tax rate was % and %, respectively. The increase in the effective tax rate is due primarily to a decrease in the tax benefit related to stock-based compensation in the six months ended June 30, 2025 as compared to the same period in 2024.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies was $ million and $ million for the three months ended June 30, 2025 and 2024, respectively. Equity in net income of affiliated companies increased by $0.5 million for the three months ended June 30, 2025, as compared to the same period in 2024, due primarily to more favorable operating results at the Mexico affiliates, partially offset by less favorable operating results at Daikyo.

Equity in net income of affiliated companies was $ million and $ million for the six months ended June 30, 2025 and 2024, respectively. Equity in net income of affiliated companies decreased by $0.4 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to less favorable operating results at Daikyo, partially offset by more favorable operating results at the Mexico affiliates.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table presents cash flow data for the six months ended June 30:


($ in millions)	2025		2024
Net cash provided by operating activities	$	306.5	$	283.2
Net cash used in investing activities	$	(146.5)	$	(191.8)
Net cash used in financing activities	$	(161.9)	$	(489.3)

Net Cash Provided by Operating Activities – Net cash provided by operating activities increased by $23.3 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to favorable working capital management.

Net Cash Used in Investing Activities – Net cash used in investing activities decreased by $45.3 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to a decrease in capital expenditures.

Net Cash Used in Financing Activities – Net cash used in financing activities decreased by $327.4 million for the six months ended June 30, 2025, as compared to the same period in 2024, due primarily to a decrease in purchases under our share repurchase programs.

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Liquidity and Capital Resources

The table below presents selected liquidity and capital measures:


($ in millions)	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	509.7	$	484.6
Accounts receivable, net	$	582.4	$	552.5
Inventories	$	421.1	$	377.0
Accounts payable	$	239.0	$	239.3
Debt	$	202.6	$	202.6
Equity	$	2,929.1	$	2,682.3
Working capital	$	1,076.3	$	987.7

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 June 30, 2025 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 June 30, 2025 included $97.9 million of cash held by subsidiaries within the U.S., and $411.8 million of cash held by subsidiaries outside of the U.S. During the six months ended June 30, 2025, we purchased 552,593 shares of our common stock under the share repurchase program at a cost of $134.0 million, or an average price of $242.55 per share.

Working capital – Working capital at June 30, 2025 increased by $88.6 million, or 9.0%, as compared to December 31, 2024, which includes a favorable foreign currency translation impact of $57.5 million. Excluding the impact of currency exchange rates, other current assets, inventories and total current liabilities increased by $36.4 million, $18.4 million and $19.8 million, respectively, while cash and cash equivalents decreased by $2.8 million.

The increase in other current assets was primarily driven by an increase in the asset value of our short-term hedges associated with foreign currency risk and prepaid expenses. The increase in inventories was to ensure we have sufficient inventory on hand to support the needs of our customers. The increase in total current liabilities was driven by an increase in the liability value of our short-term hedges associated with foreign currency risk and an increase in the salaries, wages and benefits accrual. The decrease in cash and cash equivalents was due to share repurchases and capital expenditures, offset by cash from operations during the six months ended June 30, 2025.

Debt and credit facilities – The total debt balance of $202.6 million at June 30, 2025 is consistent with the total debt balance at December 31, 2024.

Our sources of liquidity include our multi-currency revolving credit facility. At June 30, 2025, we had no outstanding borrowings under the multi-currency revolving credit facility. At June 30, 2025, the borrowing capacity available under the multi-currency revolving credit facility, including outstanding letters of credit of $2.3 million, was $497.7 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 June 30, 2025, 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.

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Commitments and Contractual Obligations

A summary of future material cash payments resulting from commitments and contractual obligations was provided in our 2024 Annual Report. During the three months ended June 30, 2025, there were no material changes outside of the ordinary course of business to our commitments and contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2025, 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 2024 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 2024 Annual Report.

NEW ACCOUNTING STANDARDS

For information on new accounting standards see Note 2, New Accounting Standards.

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;

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•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;

•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 2024 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk or the information provided in Part II, Item 7A of our 2024 Annual Report.

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ITEM 4. CONTROLS AND PROCEDURES

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 June 30, 2025, our disclosure controls and procedures are effective.

Changes in Internal Controls

During the quarter ended June 30, 2025, 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

From time to time, we are involved in various proceedings, lawsuits, disputes and claims arising in the ordinary course of the Company’s business, whether that be matters involving commercial operations, product liability, intellectual property or employment actions, including class action lawsuits. We accrue for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated based on circumstances and assumptions existing at the time. Unless otherwise disclosed below, while the outcome of such claims cannot be predicted with certainty, we believe their ultimate resolution is not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity. However, if an unfavorable ruling were to occur in any specific case, a material impact on the results of operations could be possible for that period.

Securities Class Action

On May 5, 2025, New England Teamsters Pension Fund filed a class action against us and certain of our current and former officers in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of the Company’s investors who purchased or otherwise acquired the Company’s common stock between February 16, 2023 and February 12, 2025. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with various public statements made by the Company regarding its business, operations and prospects. The action seeks unspecified damages, costs and expenses, including attorneys’ fees. Once the court appoints a lead plaintiff in the action, the defendants intend to vigorously defend against such allegations. Given the nature of the case, including that the proceedings are in their early stages, the Company is unable to predict the ultimate outcome of the case or estimate the range of potential loss, if any.

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors disclosed in Part I, Item 1A of our 2024 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 June 30, 2025 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act:


Period	Total number of shares purchased (1)	Average price paid per share (1)		Total number of shares purchased as part of publicly announced plans or programs (1)	Maximum number of shares that may yet be purchased under the plans or programs (1)
April 1 - 30, 2025	2,312	$	222.56	2,312	—
May 1 - 31, 2025	—	$	—	—	—
June 1 - 30, 2025	—	$	—	—	—
Total	2,312	$	222.56	2,312	—

(1)In December 2024, the Board of Directors approved a share repurchase program under which the Company may repurchase up to 550,000 shares of common stock on the open market or in privately-negotiated transactions. This program was completed during April 2025.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company or 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.

ITEM 6. EXHIBITS


Exhibit Number			Description
3.1			Our Amended and Restated Articles of Incorporation, effective May 6, 2025 (incorporated by reference to Exhibit 5.7 to the Company's Form 8-K, filed May 8, 2025).
3.2			Our Amended and Restated Bylaws, effective October 23, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q report for the quarter ended September 30, 2023, filed October 26, 2023).
4.1			Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the Company's Form 10-K for the year ended December 31, 1998 , filed May 6, 1999).
4.2			Articles 5, 8(c) and 9 of our Amended and Restated Articles of Incorporation, effective May 6, 2025 (incorporated by reference to Exhibit 5.7 to the Company's Form 8-K, filed May 8, 2025).
4.3			Articles I and IV of our Bylaws, as amended through October 23, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q report for the quarter ended September 30, 2023, filed October 26, 2023).
4.4 (1)			Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
31.1			Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

(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.

Table of Contents

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

July 24, 2025

WEST PHARMACEUTICAL SERVICES INC - Quarter Report: 2025 June (Form 10-Q)

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