10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1210010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
530 Herman O. West Drive, Exton, PA	19341-0645
(Address of principal executive offices)	(Zip Code)

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

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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

Large accelerated filer	þ		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

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

Yes o No þ

As of September 30, 2014, there were 71,070,239 shares of the Registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Consolidated Statements of Income for the Three and Nine Months ended September 30, 2014 and 2013	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months ended September 30, 2014 and 2013	4
	Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013	5
	Condensed Consolidated Statement of Equity for the Nine Months ended September 30, 2014	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	33
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 6.	EXHIBITS	34
SIGNATURE		35
EXHIBIT INDEX		F-1

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PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(In millions, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Net sales	$	355.9	$	341.8	$	1,071.6	$	1,025.7
Cost of goods and services sold	246.0		236.3		733.5		697.6
Gross profit	109.9		105.5		338.1		328.1
Research and development	9.6		9.6		29.5		28.2
Selling, general and administrative expenses	56.0		56.1		169.9		174.9
Other expense (income) (Note 11)	0.3		0.1		1.3		(0.5		)
Operating profit	44.0		39.7		137.4		125.5
Loss on debt extinguishment	—		—		—		0.2
Interest expense	4.5		4.4		12.7		13.1
Interest income	1.8		0.4		2.7		1.4
Income before income taxes	41.3		35.7		127.4		113.6
Income tax expense	11.7		10.6		35.5		29.5
Equity in net income of affiliated companies	1.4		1.7		3.8		4.6
Net income	$	31.0	$	26.8	$	95.7	$	88.7
Net income per share:
Basic	$	0.44	$	0.38	$	1.35	$	1.28
Diluted	$	0.43	$	0.37	$	1.32	$	1.25
Weighted average shares outstanding:
Basic	71.0		69.8		70.8		69.4
Diluted	72.6		71.4		72.5		70.9
Dividends declared per share	$	0.11	$	0.10	$	0.31	$	0.29

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)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Net income	$	31.0		$	26.8	$	95.7		$	88.7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(38.9		)	14.5		(42.2		)	(4.6		)
Defined benefit pension and other postretirement plan adjustments, net of tax of $0.5, $4.1, $0.7 and $5.8, respectively	1.2			6.4		1.5			9.6
Net gains on derivatives, net of tax of $0.4, $0.8, $0.8 and $0.9, respectively	1.1			1.0		1.8			1.4
Other comprehensive (loss) income, net of tax	(36.6		)	21.9		(38.9		)	6.4
Comprehensive (loss) income	$	(5.6	)	$	48.7	$	56.8		$	95.1

See accompanying notes to condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(In millions)

	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	246.8		$	230.0
Accounts receivable, net	195.9			185.7
Inventories	185.7			176.9
Deferred income taxes	18.4			15.9
Other current assets	32.7			42.2
Total current assets	679.5			650.7
Property, plant and equipment	1,381.7			1,369.0
Less accumulated depreciation and amortization	686.9			657.3
Property, plant and equipment, net	694.8			711.7
Investments in affiliated companies	61.8			60.9
Goodwill	110.4			114.2
Deferred income taxes	60.5			61.8
Intangible assets, net	43.4			48.3
Other noncurrent assets	22.9			24.0
Total Assets	$	1,673.3		$	1,671.6
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and other current debt	$	27.2		$	2.2
Accounts payable	91.4			108.0
Pension and other postretirement benefits	2.1			2.2
Accrued salaries, wages and benefits	51.6			59.1
Income taxes payable	18.1			14.6
Other current liabilities	52.1			50.8
Total current liabilities	242.5			236.9
Long-term debt	315.5			371.3
Deferred income taxes	18.3			18.9
Pension and other postretirement benefits	75.0			83.1
Other long-term liabilities	51.9			55.0
Total Liabilities	703.2			765.2
Commitments and contingencies (Note 13)
Equity:
Preferred stock, 3.0 million shares authorized; 0 shares issued and outstanding	—			—
Common stock, $0.25 par value; 100.0 million shares authorized; issued: 71.2 million and 70.4 million; outstanding: 71.1 million and 70.2 million	17.8			17.6
Capital in excess of par value	149.1			120.0
Retained earnings	878.7			805.0
Accumulated other comprehensive loss	(71.3		)	(32.4		)
Treasury stock, at cost (0.1 million and 0.2 million shares)	(4.2		)	(3.8		)
Total Equity	970.1			906.4
Total Liabilities and Equity	$	1,673.3		$	1,671.6

See accompanying notes to condensed consolidated financial statements.

5

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(In millions)

	Common Stock				Capital in Excess of Par Value			Treasury Stock			Retained earnings			Accumulated other comprehensive loss			Total
	Shares		Amount
Balance, December 31, 2013	70.4		$	17.6	$	120.0		$	(3.8	)	$	805.0		$	(32.4	)	$	906.4
Net income											95.7						95.7
Stock-based compensation					11.8			(0.4		)							11.4
Shares issued under stock plans	0.9		0.2		15.9												16.1
Shares repurchased for employee tax withholdings	(0.1	)			(4.1		)										(4.1		)
Excess tax benefit from employee stock plans					5.5												5.5
Dividends declared											(22.0		)				(22.0		)
Other comprehensive loss, net of tax														(38.9		)	(38.9		)
Balance, September 30, 2014	71.2		$	17.8	$	149.1		$	(4.2	)	$	878.7		$	(71.3	)	$	970.1

See accompanying notes to condensed consolidated financial statements.

6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(In millions)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities:
Net income	$	95.7		$	88.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	63.9			59.9
Amortization	4.1			3.2
Loss on debt extinguishment	—			0.2
Stock-based compensation	12.5			15.6
Other non-cash items, net	(3.1		)	(4.0		)
Changes in assets and liabilities	(36.2		)	(11.9		)
Net cash provided by operating activities	136.9			151.7
Cash flows from investing activities:
Capital expenditures	(84.8		)	(113.1		)
Purchases of short-term investments	(9.3		)	(13.3		)
Sales and maturities of short-term investments	16.8			18.3
Other, net	(0.4		)	(2.9		)
Net cash used in investing activities	(77.7		)	(111.0		)
Cash flows from financing activities:
Borrowings under revolving credit agreements	222.4			249.8
Repayments under revolving credit agreements	(242.4		)	(241.3		)
Issuance of long-term debt	—			43.3
Repayments of long-term debt	(1.7		)	(29.9		)
Dividend payments	(21.2		)	(19.7		)
Excess tax benefit from employee stock plans	5.5			4.4
Shares repurchased for employee tax withholdings	(4.1		)	(5.2		)
Proceeds from exercise of stock options and stock appreciation rights	10.5			15.1
Employee stock purchase plan contributions	2.2			1.9
Contingent consideration payments	(0.2		)	—
Net cash (used in) provided by financing activities	(29.0		)	18.4
Effect of exchange rates on cash	(13.4		)	0.7
Net increase in cash and cash equivalents	16.8			59.8
Cash and cash equivalents at beginning of period	230.0			161.9
Cash and cash equivalents at end of period	$	246.8		$	221.7

See accompanying notes to condensed consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies

Basis of Presentation: The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, cash flows and the change in equity for the periods presented. The condensed consolidated financial statements for the three and nine months ended September 30, 2014 should be read in conjunction with the consolidated financial statements and notes thereto of West Pharmaceutical Services, Inc. (which may be referred to as “West”, “the Company”, “we”, “us” or “our”) appearing in our Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Annual Report”). The results of operations for any interim period are not necessarily indicative of results for the full year.

Note 2:  New Accounting Standards

Recently Adopted Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. We adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

In March 2013, the FASB issued guidance that clarifies the application of U.S. GAAP to the release of cumulative translation adjustments related to changes of ownership in or within foreign entities, including step acquisitions. This guidance was adopted as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

Standards Issued Not Yet Adopted

In August 2014, the FASB issued guidance which defines management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management is currently reviewing this guidance to determine the impact it may have, if any, on our financial statements.

8

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2016. Entities can choose to apply the guidance using either a full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that this guidance will have on our financial statements, if any, including which transition method it will adopt.

In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

Note 3:  Net Income Per Share

The following table reconciles net income and shares used in the calculation of basic net income per share to those used for diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2014		2013		2014		2013
Numerator:
Net income	$	31.0	$	26.8	$	95.7	$	88.7
Denominator:
Weighted average common shares outstanding	71.0		69.8		70.8		69.4
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.6		1.6		1.7		1.4
Assumed conversion of convertible debt, based on the if-converted method	—		—		—		0.1
Weighted average shares assuming dilution	72.6		71.4		72.5		70.9

Under the "if-converted" method, the after-tax effect of interest expense related to convertible debt is added back to net income. During all periods presented, the add-back amount was immaterial.

In addition, during the three months ended September 30, 2014, 0.6 million shares were not included in the computation of diluted net income per share because their impact was antidilutive. For the three months ended September 30, 2013, the number of shares not included in the computation of diluted net income per share was immaterial. There were 0.5 million and 0.7 million antidilutive shares outstanding during the nine months ended September 30, 2014 and 2013, respectively.

9

Note 4:  Inventories

Inventories are valued at the lower of cost (on a first-in, first-out basis) or market. Inventory balances were as follows:

($ in millions)	September 30, 2014		December 31, 2013
Finished goods	$	82.0	$	80.0
Work in process	26.5		24.8
Raw materials	77.2		72.1
	$	185.7	$	176.9

Note 5:  Debt

The following table summarizes our long-term debt obligations, net of current maturities:

($ in millions)	September 30, 2014		December 31, 2013
Term loan, due 2014	$	—	$	0.1
Series B floating rate notes, due 2015	25.0		25.0
Euro note B, due 2016	77.5		84.1
Capital leases, due through 2016	0.3		0.4
Revolving credit facility, due 2017	31.2		53.7
Term loan, due 2018	39.8		41.3
Note payable, due 2019	0.3		0.3
Series A notes, due 2022	42.0		42.0
Series B notes, due 2024	53.0		53.0
Series C notes, due 2027	73.0		73.0
Convertible debt, due 2047	0.6		0.6
	342.7		373.5
Less: current portion of long-term debt	27.2		2.2
	$	315.5	$	371.3

Please refer to Note 10, Debt, to the consolidated financial statements in our 2013 Annual Report for additional details regarding our debt agreements.

At September 30, 2014, we had $31.2 million in outstanding borrowings under our multi-currency revolving credit facility, of which $4.6 million was denominated in Yen and $26.6 million in Euro. The total amount outstanding as of September 30, 2014 and December 31, 2013 was classified as long-term.

At September 30, 2014, we had $39.8 million outstanding under our five-year term loan due January 2018, of which $2.1 million was classified as current. Please refer to Note 6, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with this loan.

10

Note 6:  Derivative Financial Instruments

Our ongoing business operations expose us to various risks such as fluctuating interest rates, foreign exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative financial instruments such as interest rate swaps, options and foreign exchange contracts for periods consistent with and for notional amounts equal to or less than the related underlying exposures. We do not purchase or hold any derivative financial instruments for speculation or trading purposes. All derivatives are recorded on the balance sheet at fair value.

Interest Rate Risk

At September 30, 2014, we have a $39.8 million forward-start interest rate swap outstanding that hedges the variability in cash flows due to changes in the applicable interest rate of our variable-rate five-year term loan related to the purchase of our corporate office and research building. Under this swap, we receive variable interest rate payments based on one-month London Interbank Offering Rates (“LIBOR”) plus a margin in return for making monthly fixed interest payments at 5.41%. We designated this swap as a cash flow hedge.

In addition, we have a $25.0 million interest rate swap agreement outstanding as of September 30, 2014, that is designated as a cash flow hedge to protect against volatility in the interest rates on our floating rate notes maturing on July 28, 2015 (“Series B Notes”). Under this swap, we receive variable interest rate payments based on three-month LIBOR in return for making quarterly fixed rate payments. Including the applicable margin, the interest rate swap agreement effectively fixes the interest rate payable on the Series B Notes at 5.51%.

Foreign Exchange Rate Risk

During 2014, we entered into several foreign currency hedge contracts that were designated as cash flow hedges of forecasted transactions denominated in foreign currencies, which are described in more detail below.

We entered into a series of foreign currency contracts intended to hedge the currency risk associated with a portion of our forecasted Yen-denominated purchases of inventory from Daikyo Seiko Ltd. (“Daikyo”) made by West in the United States. As of September 30, 2014, there were three monthly contracts outstanding at ¥95.0 million ($0.9 million) each, for an aggregate notional amount of ¥285.0 million ($2.7 million).

We also entered into a series of foreign currency contracts to hedge the currency risk associated with a portion of our forecasted USD-denominated inventory purchases made by certain European subsidiaries. As of September 30, 2014, there were three monthly contracts outstanding at a monthly amount ranging from $1.4 million to $2.7 million, for an aggregate notional amount of $6.6 million.

Lastly, we entered into a series of foreign currency contracts to hedge the currency risk associated with a portion of our forecasted Euro-denominated sales of finished goods by one of our USD functional-currency subsidiaries. As of September 30, 2014, there were three monthly contracts outstanding at $1.5 million each, for an aggregate notional amount of $4.5 million.

At September 30, 2014, a portion of our debt consists of borrowings denominated in currencies other than the U.S. dollar. We have designated our €61.1 million ($77.5 million) Euro note B and our €21.0 million ($26.6 million) Euro-denominated borrowings under our multi-currency revolving credit facility as a hedge of our net investment in certain European subsidiaries. A cumulative foreign currency translation gain of $3.1 million pre-tax ($1.9 million after tax) on this debt was recorded within accumulated other comprehensive loss as of September 30, 2014. We have also designated our ¥500.0 million ($4.6 million) Yen-denominated borrowings under our multi-currency revolving credit facility as a hedge of our net investment in Daikyo. At September 30, 2014, there was a cumulative foreign currency translation gain on this Yen-denominated debt of $0.8 million pre-tax ($0.5 million after tax) which was also included within accumulated other comprehensive loss.

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The following table summarizes the effects of derivative instruments designated as hedges on other comprehensive income (“OCI”) and earnings, net of tax:

	Amount of Gain (Loss) Recognized in OCI for					Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Three Months Ended September 30,					Three Months Ended September 30,
($ in millions)	2014		2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.5	$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	0.2		0.1			—			0.8		Cost of goods and services sold
Interest rate swap contracts	0.1		(0.2		)	0.4			0.4		Interest expense
Forward treasury locks	—		—			0.1			0.1		Interest expense
Total	$	0.8	$	(0.3	)	$	0.3		$	1.3
Net Investment Hedges:
Foreign currency-denominated debt	$	5.1	$	(2.5	)	$	—		$	—	Other expense (income)
Total	$	5.1	$	(2.5	)	$	—		$	—

	Amount of Gain (Loss) Recognized in OCI for						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Nine Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(2.6	)	$	(0.1	)	$	—	Net sales
Foreign currency hedge contracts	0.3			—			—			2.3		Cost of goods and services sold
Interest rate swap contracts	(0.2		)	0.3			1.2			1.2		Interest expense
Forward treasury locks	—			—			0.2			0.2		Interest expense
Total	$	0.5		$	(2.3	)	$	1.3		$	3.7
Net Investment Hedges:
Foreign currency-denominated debt	$	5.6		$	(1.1	)	$	—		$	—	Other expense (income)
Total	$	5.6		$	(1.1	)	$	—		$	—

For the three and nine months ended September 30, 2014 and 2013, there was no material ineffectiveness related to our hedges.

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Note 7:  Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present the assets and liabilities recorded at fair value on a recurring basis:

	Balance at		Basis of Fair Value Measurements
($ in millions)	September 30, 2014		Level 1		Level 2		Level 3
Assets:
Deferred compensation assets	$	6.1	$	6.1	$	—	$	—
Foreign currency contracts	0.8		—		0.8		—
	$	6.9	$	6.1	$	0.8	$	—
Liabilities:
Contingent consideration	$	5.1	$	—	$	—	$	5.1
Deferred compensation liabilities	7.9		7.9		—		—
Interest rate swap contracts	4.0		—		4.0		—
Foreign currency contracts	0.1		—		0.1		—
	$	17.1	$	7.9	$	4.1	$	5.1

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	7.8		7.8		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	17.7	$	7.8	$	5.6	$	4.3

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Short-term investments, which are comprised of certificates of deposit and mutual funds, are included within other current assets and are valued using a market approach based on quoted market prices in an active market. Deferred compensation assets are included within other noncurrent assets and are also valued using a market approach based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within other current assets and other current liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of our contingent consideration, included within other current and other long-term liabilities, is discussed further in the section related to Level 3 measurements. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities. Interest rate swap contracts, included within other current and long-term liabilities, are valued based on the terms of the contract and observable market inputs (i.e., LIBOR, Eurodollar synthetic forwards and swap spreads). Refer to Note 6, Derivative Financial Instruments, for further discussion of our derivatives.

Level 3 Fair Value Measurements

The fair value of the contingent consideration liability related to our SmartDose^TM electronic patch injector system (“SmartDose contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation are recorded as income or expense within other expense in our condensed consolidated statements of income. The significant unobservable inputs used in the fair value measurement of the contingent consideration are the sales projections, the probability of success factors, and the discount rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement. As development and commercialization of SmartDose progresses, we may need to update the sales projections, the probability of success factors, and the discount rate used. This could result in a material increase or decrease to the contingent consideration liability.

The following table provides a summary of changes in our Level 3 fair value measurements:

	Nine Months Ended September 30,
	2014			2013
Beginning Balance	$	4.3		$	3.3
Increase in fair value recorded in earnings	1.0			0.5
Payments	(0.2		)	—
Ending Balance	$	5.1		$	3.8

Refer to Note 11, Other Expense (Income), for further discussion of our acquisition-related contingency.

Other Financial Instruments

We believe that the carrying amounts of our cash and cash equivalents, accounts receivable and short-term borrowings approximate their fair values due to their near-term maturities.

Quoted market prices are used to estimate the fair value of publicly traded long-term debt. The fair value of debt that is not quoted on an exchange is estimated using a discounted cash flow method based on interest rates that are currently available to us for debt issuances with similar terms and maturities. At September 30, 2014, the estimated fair value of long-term debt was $320.7 million compared to a carrying amount of $315.5 million. At December 31, 2013, the estimated fair value of long-term debt was $365.8 million and the carrying amount was $371.3 million.

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Note 8:  Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, net of tax, for the nine months endedSeptember 30, 2014:

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)
Other comprehensive loss before reclassifications	0.5			—		0.5			(42.2		)	(41.2		)
Amounts reclassified out	1.3			—		1.0			—			2.3
Other comprehensive income (loss), net of tax	1.8			—		1.5			(42.2		)	(38.9		)
Balance, September 30, 2014	$	(4.2	)	$	4.3	$	(45.5	)	$	(25.9	)	$	(71.3	)

A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table ($ in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
Detail of components	2014			2013			2014			2013			Location on Statement of Income
Gains (losses) on cash flow hedges:
Foreign currency contracts	$	0.2		$	(1.4	)	$	0.2		$	(3.8	)	Cost of goods and services sold
Interest rate swap contracts	(0.7		)	(0.7		)	(2.0		)	(1.9		)	Interest expense
Forward treasury locks	(0.1		)	—			(0.3		)	(0.3		)	Interest expense
Total before tax	(0.6		)	(2.1		)	(2.1		)	(6.0		)
Tax expense	0.3			0.8			0.8			2.3
Net of tax	$	(0.3	)	$	(1.3	)	$	(1.3	)	$	(3.7	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	—		$	—		$	(0.1	)	$	(0.1	)	(a)
Prior service cost	0.3			0.3			1.0			1.0			(a)
Actuarial losses	(0.8		)	(1.7		)	(2.4		)	(6.4		)	(a)
Total before tax	(0.5		)	(1.4		)	(1.5		)	(5.5		)
Tax expense	0.2			0.5			0.5			2.0
Net of tax	$	(0.3	)	$	(0.9	)	$	(1.0	)	$	(3.5	)
Total reclassifications for the period, net of tax	$	(0.6	)	$	(2.2	)	$	(2.3	)	$	(7.2	)

(a)     These components are included in the computation of net periodic benefit cost. Refer to Note 10, Benefit Plans, for additional details.

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Note 9:  Stock-Based Compensation

The 2011 Omnibus Incentive Compensation Plan (the "2011 Plan") provides for the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. The terms and conditions of awards to be granted are determined by our Board's nominating and compensation committees. Vesting requirements vary by award. At September 30, 2014, there were 4,134,749 shares remaining in the 2011 Plan for future grants.

During the nine months ended September 30, 2014, we granted 612,621 stock options at a weighted average exercise price of $47.21 per share based on the grant-date fair value of our stock to key employees under the 2011 Plan. The weighted average grant date fair value of options granted was $10.34 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 1.58%; expected life of 6 years based on prior experience; stock volatility of 22.0% based on historical data; and a dividend yield of 0.8%. Stock option expense is recognized over the vesting period, net of forfeitures.

In addition, during the nine months ended September 30, 2014, we granted 133,823 performance vesting share (“PVS”) awards at a weighted grant-date fair value of $47.21 per share to key employees under the 2011 Plan. Each PVS award entitles the holder to one share of our common stock if the annual growth rate of revenue and return on invested capital targets are achieved over a three-year performance period. The actual payout may vary from 0% to 200% of an employee’s targeted award. The fair value of PVS 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.

Total stock-based compensation expense was $3.6 million and $12.5 million for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2013, total stock-based compensation expense was $5.2 million and $15.6 million, respectively.

Note 10:  Benefit Plans

The components of net periodic benefit cost for the three months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	2.3		$	2.3		$	0.1		$	0.1		$	2.4		$	2.4
Interest cost	4.2			3.6			0.1			—			4.3			3.6
Expected return on assets	(4.7		)	(4.3		)	—			—			(4.7		)	(4.3		)
Amortization of prior service credit	(0.3		)	(0.3		)	—			—			(0.3		)	(0.3		)
Recognized actuarial losses (gains)	1.3			2.2			(0.5		)	(0.5		)	0.8			1.7
Net periodic benefit cost	$	2.8		$	3.5		$	(0.3	)	$	(0.4	)	$	2.5		$	3.1

	Pension benefits				Other retirement benefits						Total
	2014		2013		2014			2013			2014		2013
U.S. plans	$	2.0	$	2.7	$	(0.3	)	$	(0.4	)	$	1.7	$	2.3
International plans	0.8		0.8		—			—			0.8		0.8
Net periodic benefit cost	$	2.8	$	3.5	$	(0.3	)	$	(0.4	)	$	2.5	$	3.1

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The components of net periodic benefit cost for the nine months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	7.4		$	7.3		$	0.3		$	0.8		$	7.7		$	8.1
Interest cost	12.7			11.0			0.3			0.5			13.0			11.5
Expected return on assets	(14.4		)	(12.9		)	—			—			(14.4		)	(12.9		)
Amortization of transition obligation	0.1			0.1			—			—			0.1			0.1
Amortization of prior service credit	(1.0		)	(1.0		)	—			—			(1.0		)	(1.0		)
Recognized actuarial losses (gains)	3.6			6.9			(1.2		)	(0.5		)	2.4			6.4
Net periodic benefit cost	$	8.4		$	11.4		$	(0.6	)	$	0.8		$	7.8		$	12.2

	Pension benefits				Other retirement benefits					Total
	2014		2013		2014			2013		2014		2013
U.S. plans	$	6.1	$	8.9	$	(0.6	)	$	0.8	$	5.5	$	9.7
International plans	2.3		2.5		—			—		2.3		2.5
Net periodic benefit cost	$	8.4	$	11.4	$	(0.6	)	$	0.8	$	7.8	$	12.2

Note 11:  Other Expense (Income)

Other expense (income) consists of:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Development income	$	(0.3	)	$	(0.4	)	$	(1.2	)	$	(1.2	)
Acquisition-related contingencies	0.3			0.3			1.0			0.5
License costs	1.2			—			1.2			—
Foreign exchange and other	(0.9		)	0.2			0.3			0.2
	$	0.3		$	0.1		$	1.3		$	(0.5	)

During the three and nine months endedSeptember 30, 2014, we recognized development income of $0.3 million and $1.2 million, respectively, within our Pharmaceutical Delivery Systems segment ("Delivery Systems"), most of which related to a nonrefundable customer payment of $20.0 million received in June 2013 in return for the exclusive use of SmartDose within a specific therapeutic area. As of September 30, 2014, there was $17.8 million of unearned income related to this payment, of which $1.5 million was included in other current liabilities and $16.3 million was included in other long-term liabilities. The unearned income is being recognized as development income on a straight-line basis over the remaining term of the agreement. The agreement does not include a future minimum purchase commitment from the customer. During the three and nine months ended September 30, 2013, we recorded development income of $0.4 million and $1.2 million, respectively, within Delivery Systems, of which $0.4 million and 0.7 million related to the nonrefundable customer payment described above.

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During the three and nine months ended September 30, 2014, the SmartDose contingent consideration increased by $0.3 million and $1.0 million, respectively, due to the time value of money and changes made to sales projections. The SmartDose contingent consideration increased by $0.3 million and $0.5 million during the three and nine months ended September 30, 2013, respectively, due to the same reasons mentioned above. These adjustments are included within Delivery Systems' results.

In addition, during the third quarter of 2014, we recorded a $1.2 million charge for license costs associated with acquired in-process research.

Note 12:  Income Taxes

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items. For the three and nine months ended September 30, 2014, our effective tax rate was 28.2% and 27.8%, compared with 29.7% and 25.9% for the same periods in 2013.

The decrease in the third-quarter effective tax rate primarily reflects the impact of the $1.3 million discrete tax charge recorded during the three months ended September 30, 2013 resulting from the impact of the change in the enacted tax rate in the United Kingdom on our previously-recorded deferred tax asset balances, partially offset by the impact of the absence of the Research and Development ("R&D") tax credit in 2014. The R&D tax credit was retroactively reinstated in January 2013 for two years, from January 1, 2012 through December 31, 2013, as a result of the enactment of the American Taxpayer Relief Act of 2012 (the "Taxpayer Relief Act").

The year-to-date effective tax rate increased due to the items mentioned above, as well as changes in our geographic mix of earnings and the impact of the $1.3 million discrete tax benefit recorded during the three months ended March 31, 2013 related to the R&D tax credit for activities completed in 2012. In accordance with U.S. GAAP, although the Taxpayer Relief Act reinstated the tax credit on a retroactive basis to January 1, 2012, the credit was not taken into account for financial reporting purposes until 2013.

Note 13:  Commitments and Contingencies

From time to time, we are involved in product liability matters and other legal proceedings and claims generally incidental to our normal business activities. 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. While the outcome of current proceedings cannot be accurately predicted, we believe their ultimate resolution should not have a material adverse effect on our business, financial condition, results of operations or liquidity.

There have been no significant changes to the commitments and contingencies included in our 2013 Annual Report.

Note 14:  Segment Information

Our business operations are organized into two reportable segments, which are aligned with the underlying markets and customers they serve. Our reportable segments are the Pharmaceutical Packaging Systems segment (“Packaging Systems”) and Delivery Systems. Packaging Systems develops, manufactures and sells primary packaging components and systems for injectable drug delivery, including stoppers and seals for vials, closures and other components used in syringe, intravenous and blood collection systems, and prefillable syringe components. Delivery Systems develops, manufactures and sells safety and administration systems, multi-component systems for drug administration, and a variety of custom contract-manufacturing solutions targeted to the healthcare and consumer-products industries. In addition, Delivery Systems is responsible for the continued development and commercialization of our line of proprietary, multi-component systems for injectable drug administration and other healthcare applications.

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Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that management 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 following table presents information about our reportable segments, reconciled to consolidated totals:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Net sales:
Packaging Systems	$	251.7		$	251.5		$	772.6		$	754.5
Delivery Systems	104.4			90.8			299.5			272.3
Intersegment sales elimination	(0.2		)	(0.5		)	(0.5		)	(1.1		)
Total net sales	$	355.9		$	341.8		$	1,071.6		$	1,025.7

Operating profit (loss):
Packaging Systems	$	52.8		$	54.6		$	167.1		$	170.0
Delivery Systems	4.8			(0.1		)	8.3			3.4
Corporate	(12.4		)	(14.8		)	(36.8		)	(47.9		)
Other unallocated items	(1.2		)	—			(1.2		)	—
Total operating profit	$	44.0		$	39.7		$	137.4		$	125.5
Loss on debt extinguishment	—			—			—			0.2
Interest expense	4.5			4.4			12.7			13.1
Interest income	1.8			0.4			2.7			1.4
Income before income taxes	$	41.3		$	35.7		$	127.4		$	113.6

The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

Other unallocated items consist of a $1.2 million charge for license costs associated with acquired in-process research, recorded in the third quarter of 2014.

Note 15:  Subsequent Event

On October 29, 2014, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions as permitted under the regulations of the Securities and Exchange Commission. The extent to which the Company repurchases its shares and the timing of any repurchases will be determined by the Company based on its evaluation of market conditions and other factors. The program is expected to be completed no later than December 31, 2015.

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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 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and accompanying notes included in our 2013 Annual Report. These 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 2013 Annual Report and in Part II, Item 1A of this Quarterly Report on Form 10-Q.

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

Non-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. The constant-currency amounts are calculated by translating the current year’s functional currency results at the prior-year period’s exchange rate. These re-measured results excluding effects from currency translation 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 into our discussion and analysis as management uses them in evaluating our results of operations, and believes that this information provides users a valuable insight into our results.

Our Operations

Our business operations are organized into two reportable segments, which are aligned with the underlying markets and customers they serve. Our reportable segments are Packaging Systems and Delivery Systems. Packaging Systems develops, manufactures and sells primary packaging components and systems for injectable drug delivery, including stoppers and seals for vials, closures and other components used in syringe, intravenous and blood collection systems, and prefillable syringe components. Delivery Systems develops, manufactures and sells safety and administration systems, multi-component systems for drug administration, and a variety of custom contract-manufacturing solutions targeted to the healthcare and consumer-products industries. In addition, Delivery Systems is responsible for the continued development and commercialization of our line of proprietary, multi-component systems for injectable drug administration and other healthcare applications. We also maintain global partnerships to share technologies and market products with affiliates in Japan and Mexico.

Third Quarter 2014 Financial Performance Highlights and Business Outlook

• Net sales were $355.9 million, an increase of 4.1% from the same period in 2013. Excluding foreign currency effects, net sales increased by $14.3 million, or 4.2%.

• Gross profit was $109.9 million, an increase of 4.2% from the same period in 2013, and our gross margin increased by 0.1 margin points to 30.9%.

• Operating profit was $44.0 million, an increase of 10.8% from the same period in 2013, and our operating profit margin increased by 0.8 margin points to 12.4%.

• Net income was $31.0 million, or $0.43 per diluted share, compared to $26.8 million, or $0.37 per diluted share, in the same period in 2013.

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Net sales increased during the three months ended September 30, 2014, as compared to the same period in 2013, primarily due to increased contract manufacturing and proprietary product sales for Delivery Systems. Packaging Systems managed a modest increase in net sales during the three months ended September 30, 2014, as compared to the strong same period in 2013.

Overall, the favorable mix of products sold in Delivery Systems was a primary factor for the increase in gross profit during the three months ended September 30, 2014, as compared to the same period in 2013. Lower incentive compensation costs and U.S. pension expense, when combined with the increase in gross profit, resulted in an increase in operating profit and net income per diluted share during the three months ended September 30, 2014, as compared to the same period in 2013.

We anticipate continued revenue and margin improvement on a long-term basis, driven by customers' increasing demand for higher product quality, which results in higher revenues and margin per unit sold in Packaging Systems and an increasing percentage of total sales from higher margin proprietary products in Delivery Systems. We continue to believe that actions taken in recent years to increase capacity for certain products, reduce costs through restructuring and lean savings efforts, and expand into emerging markets will lead to improved profitability as global demand increases. We plan to continue funding capital projects related to new products, expansion activity, advanced quality systems, and investment in emerging markets for Packaging Systems and new proprietary products within Delivery Systems. We believe that our strong operating results and financial position give us a platform for sustained growth, and will enable us to take advantage of opportunities to invest in our business as they arise.

In October 2014, we announced plans to expand our global manufacturing operations with a new pharmaceutical component manufacturing plant in Waterford, Ireland. The new facility will produce packaging components for insulin injector cartridges and other high-value packaging components. Construction is planned to begin in early 2015, subject to the project obtaining requisite planning and zoning approvals. The site will be a center of excellence for our proprietary elastomeric sheeting, which is used to package insulin for use in pen injectors. Future plans include additional manufacturing space for our proprietary injectable component product lines, which are integral to many injectable and dosage forms.

In October 2014, Donald E. Morel, Jr., Ph.D., our Chairman and Chief Executive Officer, announced his intention to retire at our Annual Meeting in May 2015. Our Board of Directors has launched a comprehensive search for Dr. Morel’s successor.

On October 29, 2014, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock from time to time on the open market or in privately negotiated transactions as permitted under the regulations of the Securities and Exchange Commission. The extent to which we repurchase the shares and the timing of any repurchases will be determined by us based on our evaluation of market conditions and other factors. The program is expected to be completed no later than December 31, 2015.

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, adjustments to annual incentive plan expense for over- or under-attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that management 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.

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

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Net Sales

The following table presents net sales, consolidated and by reportable segment:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Packaging Systems	$	251.7		$	251.5		$	772.6		$	754.5
Delivery Systems	104.4			90.8			299.5			272.3
Intersegment sales elimination	(0.2		)	(0.5		)	(0.5		)	(1.1		)
Consolidated net sales	$	355.9		$	341.8		$	1,071.6		$	1,025.7

Consolidated net sales increased by $14.1 million, or 4.1%, for the three months ended September 30, 2014, as compared to the same period in 2013, despite an unfavorable foreign currency impact of $0.2 million. Excluding foreign currency effects, net sales for the three months ended September 30, 2014 increased by $14.3 million, or 4.2%, as compared to the same period in 2013. Consolidated net sales originating in the United States for the three months ended September 30, 2014 were $169.6 million, an increase of 10.9% from the same period in 2013. Consolidated net sales generated outside of the United States for the three months ended September 30, 2014 were $186.3 million, a decrease of 1.3% from the same period in 2013.

Consolidated net sales increased by $45.9 million, or 4.5%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $9.3 million. Excluding foreign currency effects, net sales for the nine months ended September 30, 2014 increased by $36.6 million, or 3.6%, as compared to the same period in 2013. Consolidated net sales originating in the United States for the nine months ended September 30, 2014 were $488.2 million, an increase of 6.0% from the same period in 2013. Consolidated net sales generated outside of the United States for the nine months ended September 30, 2014 were $583.4 million, an increase of 3.3% from the same period in 2013.

Packaging Systems – Packaging Systems’ net sales increased by $0.2 million, or 0.1%, for the three months ended September 30, 2014, as compared to the same period in 2013, despite an unfavorable foreign currency impact of $0.3 million. Excluding foreign currency effects, net sales for the three months ended September 30, 2014 increased by $0.5 million, or 0.2%, as compared to the same period in 2013. Our high-value product offerings represented 43.6% of Packaging Systems' net sales for the three months ended September 30, 2014, as compared to 43.2% for the same period in 2013.

Packaging Systems’ net sales increased by $18.1 million, or 2.4%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $7.3 million. Excluding foreign currency effects, net sales for the nine months ended September 30, 2014 increased by $10.8 million, or 1.4%, as compared to the same period in 2013, primarily due to increased sales of our standard packaging components and our high-value product offerings, particularly our Daikyo and Daikyo RSV (ready-to-sterilize validated) products and our ready-to-use seals, stoppers and plungers. Our high-value product offerings represented 43.1% of Packaging Systems' net sales for the nine months ended September 30, 2014, as compared to 43.3% for the same period in 2013. Sales price increases contributed 0.8 percentage points of the increase.

Delivery Systems – Delivery Systems’ net sales increased by $13.6 million, or 14.9%, for the three months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $0.1 million. Excluding foreign currency effects, net sales for the three months ended September 30, 2014 increased by $13.5 million, or 14.8%, as compared to the same period in 2013, primarily due to increases in contract manufacturing sales and sales of administration systems and SmartDose products. Proprietary net sales represented 27.4% of Delivery Systems' net sales for the three months ended September 30, 2014, as compared to 23.6% for the same period in 2013. Sales price increases contributed 0.3 percentage points of the increase.

22

Delivery Systems’ net sales increased by $27.2 million, or 9.9%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $2.0 million. Excluding foreign currency effects, net sales for the nine months ended September 30, 2014 increased by $25.2 million, or 9.2%, as compared to the same period in 2013, primarily due to an increase in contract manufacturing sales and sales of SmartDose products and administration systems. Proprietary net sales represented 25.7% of Delivery Systems' net sales for the nine months ended September 30, 2014, as compared to 24.8% for the same period in 2013. Sales price increases contributed 0.6 percentage points of the increase.

The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

Gross Profit

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

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Packaging Systems:
Gross Profit	$	88.8		$	89.5		$	279.5		$	277.0
Gross Margin	35.3		%	35.6		%	36.2		%	36.7		%
Delivery Systems:
Gross Profit	$	21.1		$	16.0		$	58.6		$	51.1
Gross Margin	20.3		%	17.6		%	19.6		%	18.7		%
Consolidated Gross Profit	$	109.9		$	105.5		$	338.1		$	328.1
Consolidated Gross Margin	30.9		%	30.8		%	31.5		%	32.0		%

Consolidated gross profit increased by $4.4 million, or 4.2%, for the three months ended September 30, 2014, as compared to the same period in 2013, despite an unfavorable foreign currency impact of $0.3 million. Consolidated gross margin increased by 0.1 margin points for the three months ended September 30, 2014, as compared to the same period in 2013.

Consolidated gross profit increased by $10.0 million, or 3.0%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $2.4 million. Consolidated gross margin decreased by 0.5 margin points for the nine months ended September 30, 2014, as compared to the same period in 2013.

Packaging Systems – Packaging Systems’ gross profit decreased by $0.7 million, or 0.8%, for the three months ended September 30, 2014, as compared to the same period in 2013, including an unfavorable foreign currency impact of $0.3 million. Packaging Systems’ gross margin decreased by 0.3 margin points for the three months ended September 30, 2014, as compared to the same period in 2013, primarily as a result of increased wages, benefits and other costs, partially offset by sales price increases, production efficiencies and raw material cost decreases.

Packaging Systems’ gross profit increased by $2.5 million, or 0.9%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $2.1 million. Packaging Systems’ gross margin decreased by 0.5 margin points for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily as a result of increased wages, benefits and other costs, partially offset by sales price increases and raw material cost decreases.

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Delivery Systems – Delivery Systems’ gross profit increased by $5.1 million, or 31.9%, for the three months ended September 30, 2014, as compared to the same period in 2013. Delivery Systems’ gross margin increased by 2.7 margin points for the three months ended September 30, 2014, as compared to the same period in 2013, primarily as a result of the favorable mix of products sold.

Delivery Systems' gross profit increased by $7.5 million, or 14.7%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $0.3 million. Delivery Systems’ gross margin increased by 0.9 margin points for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily as a result of the favorable mix of products sold, production efficiencies, and slight sales price increases, partially offset by increased overhead and depreciation.

R&D Costs

The following table presents R&D costs, consolidated and by reportable segment:

	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2014		2013		2014		2013
Packaging Systems	$	4.5	$	3.8	$	12.9	$	10.9
Delivery Systems	5.1		5.8		16.6		17.3
Consolidated R&D Costs	$	9.6	$	9.6	$	29.5	$	28.2

Consolidated R&D costs remained constant at $9.6 million for the three months ended September 30, 2014, as compared to the same period in 2013. Consolidated R&D costs increased by $1.3 million, or 4.6%, for the nine months ended September 30, 2014, as compared to the same period in 2013.

Packaging Systems – Packaging Systems' R&D costs increased by $0.7 million, or 18.4%, and $2.0 million, or 18.3%, for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013, primarily as a result of continued investment in next-generation packaging components.

Delivery Systems – Delivery Systems' R&D costs decreased by $0.7 million, or 12.1%, and $0.7 million, or 4.0%, for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. Efforts remain focused on the further development of SmartDose and CZ products.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Packaging Systems	$	31.9		$	30.9		$	98.5		$	95.4
Delivery Systems	11.7			10.4			34.6			31.6
Corporate	12.4			14.8			36.8			47.9
Consolidated SG&A costs	$	56.0		$	56.1		$	169.9		$	174.9
SG&A as a % of net sales	15.7		%	16.4		%	15.9		%	17.0		%

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Consolidated SG&A costs decreased by $0.1 million, or 0.2%, for the three months ended September 30, 2014, as compared to the same period in 2013. Consolidated SG&A costs were 15.7% and 16.4% of consolidated net sales for the three months ended September 30, 2014 and 2013, respectively.

Consolidated SG&A costs decreased by $5.0 million, or 2.9%, for the nine months ended September 30, 2014, as compared to the same period in 2013. Consolidated SG&A costs were 15.9% and 17.0% of consolidated net sales for the nine months ended September 30, 2014 and 2013, respectively.

Packaging Systems – Packaging Systems' SG&A costs increased by $1.0 million, or 3.2%, and $3.1 million, or 3.2%, for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013, primarily as a result of increased compensation costs mostly related to merit increases.

Delivery Systems – Delivery Systems' SG&A costs increased by $1.3 million, or 12.5%, and $3.0 million, or 9.5%, for the three and nine months ended September 30, 2014, as compared to the same periods in 2013, primarily as a result of incremental business development and marketing costs.

Corporate – Corporate’s SG&A costs decreased by $2.4 million, or 16.2%, for the three months ended September 30, 2014, as compared to the same period in 2013, primarily due to decreased incentive compensation and U.S. pension costs.

Corporate’s SG&A costs decreased by $11.1 million, or 23.2%, for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily due to a $4.4 million decrease in incentive compensation costs, a $4.2 million decrease in U.S. pension expense mostly resulting from changes in actuarial valuations at the outset of the year, and a $3.1 million decrease in stock-based compensation expense. The decrease in stock-based compensation expense was primarily due to the impact of lower share prices on our incentive and deferred compensation plan liabilities, which are indexed to our share price.

Other Expense (Income)

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

Expense (income)	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Packaging Systems	$	(0.4	)	$	0.2		$	1.0		$	0.7
Delivery Systems	(0.5		)	(0.1		)	(0.9		)	(1.2		)
Unallocated items	1.2			—			1.2			—
Consolidated other expense (income)	$	0.3		$	0.1		$	1.3		$	(0.5	)

Other income and expense items, consisting primarily of foreign exchange transaction gains and losses, gains and losses on the sale of fixed assets, development income, contingent consideration costs, and miscellaneous income and charges, are generally recorded within segment results. Consolidated other expense increased by $0.2 million for the three months ended September 30, 2014, as compared to the same period in 2013. Consolidated other expense increased by $1.8 million for the nine months ended September 30, 2014, as compared to the same period in 2013.

Packaging Systems – Packaging Systems' other (income) expense changed by $0.6 million for the three months ended September 30, 2014, as compared to the same period in 2013, primarily due to increased foreign exchange transaction gains. Packaging Systems' other expense increased by $0.3 million for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily due to an increase in losses on miscellaneous fixed asset disposals, partially offset by decreased foreign exchange transaction losses.

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Delivery Systems – Delivery Systems' other income increased by $0.4 million for the three months ended September 30, 2014, as compared to the same period in 2013, primarily due to a gain on a fixed asset disposal. Delivery Systems' other income decreased by $0.3 million for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily due to foreign exchange transaction losses and an increase in the amount of SmartDose contingent consideration recorded, partially offset by an increase in gains on miscellaneous fixed asset disposals.

Unallocated items – During the three and nine months ended September 30, 2014, we recorded a $1.2 million charge for license costs associated with acquired in-process research.

Since February 2013, when the Venezuelan government announced a devaluation of the bolivar, we have used the official exchange rate of 6.3 bolivars to the U.S. dollar to re-measure our Venezuelan subsidiary's financial statements in U.S. dollars. Beginning in December 2013, the Venezuelan government announced a series of changes to the regulations governing its currency exchange market, which included the expanded use of a recently-created currency exchange mechanism and the creation of a third currency exchange mechanism. As the majority of our currency purchases are transacted at the official exchange rate of 6.3 bolivars per U.S. dollar, we have continued to re-measure our Venezuelan subsidiary's financial statements using the official rate. At September 30, 2014, we had $2.1 million in net monetary assets denominated in Venezuelan bolivars, including $1.4 million in cash and cash equivalents. If we determine that we should use one of the other currency exchange mechanisms in Venezuela in the future, or if there is a significant devaluation in the official exchange rate, a pre-tax charge up to the amount of our Venezuelan subsidiary's net monetary assets denominated in bolivars could be required. We will continue to actively monitor the political and economic developments in Venezuela.

Operating Profit

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

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Packaging Systems	$	52.8		$	54.6		$	167.1		$	170.0
Delivery Systems	4.8			(0.1		)	8.3			3.4
Corporate	(12.4		)	(14.8		)	(36.8		)	(47.9		)
Unallocated items	(1.2		)	—			(1.2		)	—
Consolidated operating profit	$	44.0		$	39.7		$	137.4		$	125.5
Consolidated operating profit margin	12.4		%	11.6		%	12.8		%	12.2		%

Consolidated operating profit increased by $4.3 million, or 10.8%, for the three months ended September 30, 2014, as compared to the same period in 2013, despite an unfavorable foreign currency impact of $0.3 million.

Consolidated operating profit increased by $11.9 million, or 9.5% for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $1.6 million. Consolidated operating profit margin increased by 0.8 margin points and 0.6 margin points for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013.

Packaging Systems – Packaging Systems’ operating profit decreased by $1.8 million, or 3.3%, for the three months ended September 30, 2014, as compared to the same period in 2013, including an unfavorable foreign currency impact of $0.3 million, due to the factors described above.

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Packaging Systems' operating profit decreased by $2.9 million, or 1.7%, for the nine months ended September 30, 2014, as compared to the same period in 2013, despite a favorable foreign currency impact of $1.5 million, due to the factors described above.

Delivery Systems – Delivery Systems’ operating profit increased by $4.9 million for the three months ended September 30, 2014, as compared to the same period in 2013, due to the factors described above.

Delivery Systems' operating profit increased by $4.9 million, or 144.1%, for the nine months ended September 30, 2014, as compared to the same period in 2013, including a favorable foreign currency impact of $0.1 million, due to the factors described above.

Corporate – Corporate costs decreased by $2.4 million, or 16.2%, and $11.1 million, or 23.1%, for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013, due to the factors described above.

Unallocated items – During the three and nine months ended September 30, 2014, we recorded a $1.2 million charge for license costs associated with acquired in-process research.

Loss on Debt Extinguishment

During the nine months ended September 30, 2013, we repurchased $1.7 million in aggregate principal amount of our convertible debt, resulting in a pre-tax loss on debt extinguishment of $0.2 million, the majority of which consisted of the premium over par value.

Interest Expense, Net

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

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Interest expense	$	4.8		$	4.7		$	13.9		$	14.2
Capitalized interest	(0.3		)	(0.3		)	(1.2		)	(1.1		)
Interest income	(1.8		)	(0.4		)	(2.7		)	(1.4		)
Interest expense, net	$	2.7		$	4.0		$	10.0		$	11.7

Interest expense, net, decreased by $1.3 million, or 32.5%, and $1.7 million, or 14.5%, for the three and nine months ended September 30, 2014, as compared to the same periods in 2013, primarily due to $1.1 million in interest income following the settlement of a tax matter in Brazil.

Income Taxes

The provision for income taxes was $11.7 million and $35.5 million for the three and nine months ended September 30, 2014, respectively, and the effective tax rates were 28.2% and 27.8%, respectively. The provision for income taxes was $10.6 million and $29.5 million for the three and nine months ended September 30, 2013, respectively, and the effective tax rates were 29.7% and 25.9%, respectively.

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The decrease in the effective tax rate for the three months ended September 30, 2014, as compared to the same period in 2013, primarily reflects the impact of the $1.3 million discrete tax charge recorded during the three months ended September 30, 2013 resulting from the impact of the change in the enacted tax rate in the United Kingdom on our previously-recorded deferred tax asset balances, partially offset by the impact of the absence of the R&D tax credit in 2014. The R&D tax credit was retroactively reinstated in January 2013 for two years, from January 1, 2012 through December 31, 2013, as a result of the enactment of the Taxpayer Relief Act. The increase in the effective tax rate for the nine months ended September 30, 2014, as compared to the same period in 2013, primarily reflects the items described above, as well as changes in our geographic mix of earnings and the impact of the $1.3 million discrete tax benefit recorded during the three months ended March 31, 2013 related to the R&D tax credit for activities completed in 2012. In accordance with U.S. GAAP, although the Taxpayer Relief Act reinstated the tax credit on a retroactive basis to January 1, 2012, the credit was not taken into account for financial reporting purposes until 2013.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies represents the contribution to earnings from our 25% ownership interest in Daikyo and our 49% ownership interest in four companies in Mexico. Equity in net income of affiliated companies decreased by $0.3 million, or 17.6%, for the three months ended September 30, 2014, as compared to the same period in 2013, primarily due to unfavorable operating results at Daikyo. Equity in net income of affiliated companies decreased by $0.8 million, or 17.4%, for the nine months ended September 30, 2014, as compared to the same period in 2013, as unfavorable operating results at Daikyo, which included an unfavorable foreign exchange impact, were partially offset by favorable operating results in Mexico.

Net Income

Net income for the three months ended September 30, 2014 was $31.0 million, which included a $1.2 million charge for license costs associated with acquired in-process research. Net income for the three months ended September 30, 2013 was $26.8 million, which included a discrete tax charge of $1.3 million.

Net income for the nine months ended September 30, 2014 was $95.7 million, which included a $1.2 million charge for license costs associated with acquired in-process research. Net income for the nine months ended September 30, 2013 was $88.7 million, which included a loss on extinguishment of debt of $0.2 million and a net discrete tax charge of $0.1 million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

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

($ in millions)	2014			2013
Net cash provided by operating activities	$	136.9		$	151.7
Net cash used in investing activities	(77.7		)	(111.0		)
Net cash (used in) provided by financing activities	(29.0		)	18.4

Net Cash Provided by Operating Activities – Net cash provided by operating activities for the nine months ended September 30, 2014 was $136.9 million, a decrease of $14.8 million from the same period in 2013. Net cash provided by operating activities for the nine months ended September 30, 2014 decreased primarily due to our receipt of a nonrefundable customer payment of $20.0 million in June 2013 in return for the exclusive use of SmartDose within a specific therapeutic area.

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Net Cash Used in Investing Activities – Net cash used in investing activities for the nine months ended September 30, 2014 was $77.7 million, a decrease of $33.3 million from the same period in 2013. Net cash used in investing activities for the nine months ended September 30, 2014 decreased primarily due to a $28.3 million decrease in capital spending, to $84.8 million, mainly as the construction of our corporate office and research building was completed in February 2013. The majority of the capital spending for the nine months ended September 30, 2014 related to new products, expansion activity, and emerging markets, including capital projects in the U.S., India and China.

Net Cash (Used in) Provided by Financing Activities – Net cash used in financing activities for the nine months ended September 30, 2014 was $29.0 million, a change of $47.4 million from the net cash provided by financing activities for the nine months ended September 30, 2013. Net cash used in financing activities for the nine months ended September 30, 2014 changed primarily due to repayments of debt during the nine months ended September 30, 2014, as compared to the issuance of debt during the nine months ended September 30, 2013 in connection with the funding of the construction of our corporate office and research building.

We used cash generated from operations to fund our working capital needs, capital expenditures, and to pay dividends during the nine months ended September 30, 2014.

Liquidity and Capital Resources

The table below presents selected liquidity and capital measures:

($ in millions)	September 30, 2014			December 31, 2013
Cash and cash equivalents	$	246.8		$	230.0
Short-term investments	—			7.5
Working capital	437.0			413.8
Total debt	342.7			373.5
Total equity	970.1			906.4
Net debt-to-total invested capital	9.0		%	13.7		%

Cash and cash equivalents include all instruments that have maturities of ninety days or less when purchased. Short-term investments include all instruments that have maturities between ninety-one days and one year at the time of purchase. Working capital is defined as current assets less current liabilities. Net debt is defined as total debt less cash and cash equivalents, and total invested capital is defined as the sum of net debt and total equity.

Cash and cash equivalents – Our cash and cash equivalents balance at September 30, 2014 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, 2014 included $15.7 million of cash held by subsidiaries within the U.S., and $231.1 million of cash held by subsidiaries outside of the U.S., primarily in Germany, Singapore, and Israel, which is available to fund operations and growth of non-U.S. subsidiaries. Repatriating the cash into the U.S. could trigger U.S. federal, state and local income tax obligations; however, we may temporarily access cash held by our non-U.S. subsidiaries without becoming subject to U.S. income tax by entering into short-term intercompany loans. In June 2014, through a series of intercompany dividends, we repatriated approximately $27.8 million of cash held by our subsidiaries in Israel, which was subsequently used to pay down some of our outstanding debt and for general corporate purposes.

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Working capital – Working capital at September 30, 2014 increased by $23.2 million, or 5.6%, as compared to December 31, 2013, net of a decrease of $22.0 million due to foreign currency translation. Excluding the impact of currency exchange rates, cash and cash equivalents, accounts receivable, and inventories increased by $30.2 million, $18.8 million, and $15.8 million, respectively, and total current liabilities increased by $13.7 million. Accounts receivable and inventories increased primarily due to increased sales activity and timing, as accounts receivable and inventories are typically lower at year-end due to plant shutdowns; accounts receivable and inventory turnover measurements remained consistent between December 31, 2013 and September 30, 2014. The increase in current liabilities was primarily due to the reclassification of our Series B Notes from long-term debt to current liabilities as of September 30, 2014, partially offset by a decrease in accounts payable.

Debt and credit facilities – The $30.8 million decrease in total debt at September 30, 2014, as compared to December 31, 2013, resulted from net repayments of $21.7 million and foreign currency rate fluctuations of $9.1 million.

Our sources of liquidity include our multi-currency revolving credit facility, which expires in April 2017 and contains a $300.0 million committed credit facility and an accordion feature allowing the maximum to be increased through a term loan to $350.0 million upon approval by the banks. Borrowings under the multi-currency revolving credit facility bear interest at a rate equal to one-month LIBOR plus a margin ranging from 1.25 to 2.25 percentage points, which is based on the ratio of our senior debt to modified EBITDA. At September 30, 2014, we had $31.2 million in outstanding borrowings under this facility, of which $4.6 million was denominated in Yen and $26.6 million was denominated in Euro. The total amount outstanding at September 30, 2014 and December 31, 2013 was classified as long-term. These borrowings, together with outstanding letters of credit of $3.5 million, resulted in a borrowing capacity available under this facility of $265.3 million at September 30, 2014. 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 to not exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At September 30, 2014, 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 table summarizing the amounts and estimated timing of future cash payments resulting from commitments and contractual obligations was provided in our 2013 Annual Report. During the nine months endedSeptember 30, 2014, 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, 2014, we had no off-balance sheet financing arrangements other than operating leases, unconditional purchase obligations incurred in the ordinary course of business, and outstanding letters of credit related to various insurance programs, as noted in our 2013 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 2013 Annual Report.

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NEW ACCOUNTING STANDARDS

For information on new accounting standards that were adopted, and those issued but not yet adopted, during the nine months endedSeptember 30, 2014, and the impact, if any, on our financial position or results of operations, 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,” “anticipate,” “estimate” 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;

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

• whether customers agree to incorporate West’s 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 the Company’s products, and the rate, timing and success of regulatory approval for the drug products that incorporate the Company’s 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 CZ prefilled syringes;

• average profitability, or mix, of products sold in any reporting period, including lower-than-expected sales growth of our high-value pharmaceutical packaging products, of CZ products, and of other proprietary safety and administration devices;

• maintaining or improving production efficiencies and overhead absorption;

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• 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;

• interruptions or weaknesses in our supply chain, which could cause delivery delays or restrict the availability of raw materials, key purchased components and finished products;

• 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;

• the relative strength of the U.S. dollar in relation to other currencies, particularly the Euro, British Pound, Danish Krone, Singapore Dollar, and Japanese Yen; and

• the potential adverse effects of recently enacted U.S. 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 Item 1A of our 2013 Annual Report. Except as required by law or regulation, we do not intend to update any forward-looking statements.

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 2013 Annual Report.

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. Our disclosure controls include some, but not all, components of our internal control over financial reporting.

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, 2014, our disclosure controls and procedures are effective.

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Changes in Internal Controls

During the quarter ended September 30, 2014, 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.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

There are no material changes to the risk factors disclosed in Part I, Item 1A of our 2013 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, 2014 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		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
July 1 – 31, 2014	90	$	41.19	—	—
August 1 – 31, 2014	470	40.24		—	—
September 1 – 30, 2014	—	—		—	—
Total	560	$	40.39	—	—

(1) Includes 560 shares purchased on behalf of employees enrolled in the Non-Qualified Deferred Compensation Plan for Designated Employees (Amended and Restated Effective January 1, 2008). Under the plan, Company match contributions are delivered to the plan’s investment administrator, who then purchases shares in the open market and credits the shares to individual plan accounts.

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ITEM 6.  EXHIBITS

Exhibit Number	Description
3.1	Our Amended and Restated Articles of Incorporation.
3.2	Our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.1	Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999.
4.2	Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by reference from our Form 8-K dated December 17, 2007.
4.3	Article I and V of our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.4	Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted. (1)
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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

⁽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.

34

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/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

November 3, 2014

35

EXHIBIT INDEX

Exhibit Number	Description
3.1	Our Amended and Restated Articles of Incorporation.
3.2	Our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.1	Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999.
4.2	Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by reference from our Form 8-K dated December 17, 2007.
4.3	Article I and V of our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.4	Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted. (1)
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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

(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.

F-1

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF WEST PHARMACEUTICAL SERVICES, INC.

1.The name of the Corporation is West Pharmaceutical Services, Inc.

2.The location and post office address of the Corporation’s registered office in Pennsylvania is c/o Corporation Service Company, 2595 Interstate Drive, Suite 103, Harrisburg, PA 17110.

3.The Corporation is incorporated under the Pennsylvania Business Corporation Law and shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business, including manufacturing, processing, research and development, for which corporations may be incorporated under the Pennsylvania Business Corporation Law.

4.The term for which the Corporation is to exist is perpetual.

5.Capital Stock. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 103,000,000 shares, consisting of (i) 3,000,000 shares of Preferred Stock, par value $.25 per share (“Preferred Stock”) and (ii) 100,000,000 shares of Common Stock, par value $.25 per share (“Common Stock”).

The following is a statement of the designations, preferences qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class:

Preferred Stock

(a)Issue in Series. Preferred Stock may be issued from time to time in one or more series, each such series to have the terms stated herein and in the resolution of the board of directors providing for its issue. All shares of any one series of Preferred Stock shall be identical, but shares of different series of Preferred Stock need not rank equally or be identical except insofar as provided by law or hereunder.

(b)Creation of Series. The board of directors shall have authority by resolution to cause to be created one or more series of Preferred Stock, and to determine and fix with respect to each series, prior to the issuance of any shares of the series to which such resolution relates:

(i)The distinctive designation of the series and the number of shares which shall constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors;

(ii)The dividend rate and the times of payment of dividends on the shares of the series, whether dividends shall be cumulative, and, if so, from what date or dates;

(iii)The price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;

(iv)Whether or not the shares of the series shall be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the annual amount of such fund and the terms and provisions relative to the operation thereof;

(v)Whether or not the shares of the series shall be convertible into, or exchangeable for, shares of any other series of the same or any other class or classes of stock of the Corporation, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(vi)The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(vii)Whether or not the shares of the series shall have priority over or parity with or be junior to the shares of any other series or class in any respect or shall be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or being on a parity with the shares of such series in any respect, or restricting the payment of dividends on, or the making of other distributions in respect of shares of any other series or class ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restrictions;

(viii)Whether the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; and

(ix)Any other preferences qualifications, privileges and other relative or special rights and limitations of that series.

(c)Dividends. Holders of Preferred Stock shall be entitled to receive, when and as declared by the board of directors, out of funds legally available for the payment thereof, dividends at the rates fixed by the board of directors for the respective series, and no more, before any dividends shall be declared and paid, or set apart for payment, on Common Stock with respect to the same dividend period.

(d)Preference on Liquidation. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of each series of Preferred Stock shall be entitled to receive the amount fixed for such series plus, in the case of any series on which dividends shall have been determined by the board of directors to be cumulative, an amount equal to all dividends accumulated and unpaid thereon to the date of final distribution whether or not earned or declared. If the assets of the Corporation are not sufficient to pay such amounts in full, holders of all shares of Preferred Stock shall participate ratably in the distribution of assets in proportion to the full amounts to which they are entitled or in such order or priority, if any, as shall have been fixed in the resolution or resolutions providing for the issuance of the series of Preferred Stock. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, shall be deemed a liquidation of the Corporation within the meaning of this paragraph.

(e)Redemption. The Corporation at the option of the board of directors may redeem all or part of the shares of any series of Preferred Stock on the terms and conditions fixed for such series. In case of the redemption of less than all outstanding shares of any series of Preferred Stock, the shares to be redeemed shall be selected by lot or in such other manner as the board of directors determines.

(f)Voting Rights. Except as otherwise required by law or as otherwise provided in any certificate creating any series of Preferred Stock, the holders of such of the series of Preferred Stock, if any, as shall have been granted such power pursuant to any certificate creating any series of Preferred Stock shall, together with the holders of Common Stock, exclusively possess voting power in the election of directors and for all other purposes, and the holders of the other series of Preferred Stock shall have no voting power and shall not be entitled to any notice of any meeting of shareholders.

Series A Junior Participating Preferred Stock

(a)Designation and Amount. There shall be a series of Preferred Stock designated as “Series A Junior Participating Preferred Stock” and the aggregate number of shares constituting such series shall be 50,000.

(b)Dividends and Distributions.

(i)Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on March 31, June 30, September 30 and December 31 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 16, 1990 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(ii)The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (I) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(iii)Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(c)Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(i)Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the~ outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(ii)Except as otherwise provided herein or by Jaw, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(iii)(A)If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.

(B)During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (C) of this paragraph (c)(iii) or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of directors shall be exercised unless the holders of ten percent (10)% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the board of directors as may then exist up to two (2) directors or, if such right Is exercised at an annual meeting, to elect two (2) directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.

(C)Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors, the board of directors may order, or any shareholder or shareholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this subparagraph (C) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this subparagraph (C), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the shareholders.

(D)In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the board of directors may (except as provided in subparagraph (B) of this paragraph (c)(iii) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. References in this subparagraph (D) to directors elected by the holders of a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the preceding sentence.

(E)Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors shall be such number as may be provided for in the Articles of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of subparagraph (B) of this paragraph (c)(iii) (such number being subject, however, to change thereafter in any manner provided by law or in the Articles of Incorporation or Bylaws). Any vacancies in the board of directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining directors.

(iv)Except as set forth herein, holders of Series A Junior participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extend they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(d)Certain Restrictions

(i)Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in paragraph (b) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

(A)declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(B)declare or pay dividends on or make any other distributions on any shares of stock ranking on a party (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(C)redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or

(D)purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the board of directors) to all holders of such shares upon such terms as the board of directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(ii)the Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (d)(i), purchase or otherwise acquire such shares at such time and in such manner.

(e)Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the board of directors, subject to the conditions and restrictions on issuance set forth herein.

(f)Liquidation, Dissolution or Winding Up.

(i)Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $10 per share, plus an amount equal to accrued and unpaid dividends any distribution thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (a) the Series A Liquidation Preference by (b) 1,000 (as appropriately adjusted as set forth in paragraph (iii) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (b), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior participating Preferred Stock and common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to I with respect to such Preferred Stock and common Stock, on a per share basis, respectively.

(ii)In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(iii)In the event the Corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(g)Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(h)No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

(i)Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of Preferred Stock as to the payment of dividends and the distribution of assets unless the terms of any such series shall provide otherwise.

(j)Amendment. The Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

(k)Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

Common Stock

(a)Dividends. Holders of Common Stock shall be entitled to receive such dividends as may be declared by the board of directors, except that the Corporation will not declare, pay or set apart for payment any dividend on shares of Common Stock (other than dividends payable in Common Stock), or directly or indirectly make any distribution on, redeem, purchase or otherwise acquire any such shares, if at the time of such action the Corporation is in default with respect to any dividend due and payable on, or any sinking or purchase fund requirement relating to, any shares of Preferred Stock.

(b)Distribution of Assets. In the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock shall be entitled to receive pro rate all of the remaining assets of the Corporation available for distribution to its shareholders after all amounts to which the holders of Preferred Stock are entitled have been paid or set aside in cash for payment.

(c)Voting Rights. Except as otherwise required by law or provided in any certificate creating any series of Preferred Stock, the holders of Common Stock shall have the exclusive right to vote in the election of directors and for all other purposes, each such holder being entitled to one vote for each share thereof held.

6.Vote Required for Certain Significant Transactions

(a)Higher Vote for Certain Significant Transactions. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph (b) of this Article 6:

(i)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Related Person (as hereinafter defined), or (b) any other corporation (whether or not itself a Related Person) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of a Related Person; or

(ii)any sale, lease, exchange, mortgage, pledge, transfer or other disposition(in one transaction or a series of transactions) to or with any Related Person or any Affiliate of any Related Person of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or more; or

(iii)the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Related Person or any Affiliate of any Related Person in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

(iv)the purchase by the Corporation or any Subsidiary (in one transaction or a series of transactions within a two year period) of any outstanding shares of capital stock of the Corporation which entitles the holder thereof to vote generally in the election of directors (the “Voting Stock”) in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

(v)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Related Person or any Affiliate of any Related Person; or

(vi)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving a Related Person) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Related Person or any Affiliate of any Related Person;

shall require the affirmative vote of the holders of at least 80% of the voting power of the then-outstanding shares of voting Stock, voting together as a single class. (For purposes of this Article 6, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article 5 of these Articles of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

The term “Significant Transaction” as used in this Article 6 shall mean any transaction which is referred to in any one or more of paragraphs (i) through (vi) of paragraph (a) of this Article 6.

(b)When Higher Vote is Not Required. The provisions of paragraph (a) of this Article 6 shall not be applicable to any particular Significant Transaction, and such Significant Transaction shall require only such action as is required by law, the Bylaws of the Corporation, and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following paragraphs (i) and (ii) are met:

(i)The Significant Transaction shall have been approved by a majority of the continuing Directors (as hereinafter defined) or

(ii)All of the following conditions shall have been met:

(A)The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Significant Transaction of consideration other than cash to be received per share by holders of Common Stock in such Significant Transaction shall be at least equal to the highest of the following:

(1)the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of Common Stock acquired by it (a) within the two-year period immediately prior to the first public announcement of the proposal of the significant Transaction (the “Announcement Date”), or (b) in the transaction in which it became a Related Person, whichever is higher; and

(2)the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Related Person became a Related Person, whichever is higher; and

(3)the earnings per share of Common Stock for the four full consecutive fiscal quarters immediately preceding the Announcement Date as to which financial results have been published by the Corporation, multiplied by the then highest price/earnings multiple (if any) of such Related Person or any of its Affiliates as customarily computed and reported in the financial community; and

(4)the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to subparagraph (A)(2) of this paragraph (b)(ii), multiplied by a fraction the numerator of which is the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of Common Stock acquired by it within the two-year period immediately prior to the Announcement Date and the denominator of which is the Fair Market Value per share of Common Stock on the first day in such two-year period upon which the Related Person acquired any shares of Common Stock.

(B)the consideration to be received by the holders of Common Stock in such Significant Transaction shall be either cash or the same type of consideration used by the Related Person in acquiring the largest portion of its holdings of Common Stock prior to the first public announcement of the proposed Significant Transaction.

(C)After such Related Person has become a Related Person and prior to the consummation of such Significant Transaction: (1) there shall have been (a) no failure to pay nor reduction in the annual rate of dividends paid on the Common Stock (as such rate may be adjusted from time to time to reflect changes in the Corporation’s capitalization) unless such failure to pay or reduction is approved by a majority of the continuing Directors; and (2) such Related Person shall not have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Related Person becoming a Related Person.

(D)after such Related Person has become a Related Person, such Related Person shall not have received the benefit, directly or indirectly (except proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Significant Transaction or otherwise.

(E)A proxy or information statement describing the proposed Significant Transaction and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Significant Transaction (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

(c)Certain Definitions. For the purposes of this Article 6:

(i)A “person” shall mean any individual, firm, corporation or other entity.

(ii)“Related Person” shall mean any person (other than the Corporation or any Subsidiary) who or which:

(A)is the beneficial owner, directly or indirectly, of more than 10% of the voting power of the outstanding Voting Stock; or

(B)is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding Voting Stock; or

(C)is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Related Person, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

If two or more person shall at any time be “Related Persons,” each Related Person whose involvement in a transaction causes it to be a Significant Transaction shall be treated as: (a) “the Related Person” for purposes of the application of the requirements of paragraph (b) of this Article 6 to such transaction, and (b) “the Related Person in question” for purposes of determining whether a person is a “Continuing Director” with respect to such transaction.

(iii)A person shall be a “beneficial owner” of any Voting Stock:

(A)which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(B)which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or

(C)which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(iv)For the purposes of determining whether a person is a Related Person pursuant to paragraph (c)(ii), the number of share of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (c)(iii) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(v)“Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulation under the Securities Exchange Act of 1934, as in effect on May 5, 1983.

(vi)“Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Related Person set forth in paragraph (c)(ii), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(vii)“Continuing Director” means any member of the board of directors of the Corporation (the “Board”) who (a) was a member of the Board as of May 5, 1983, or (b) is not affiliated with the Related Person and was a member of the Board prior to the time that the Related Person became a Related Person, or (c) is a successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board.

(viii)“Fair Market Value” means: (a) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Deals, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

(ix)In the event of any Significant Transaction in which the Corporation survives, the phrase “consideration other than cash to be received” as used in subparagraph (A) of paragraph (b)(ii) of this Article 6 shall include the shares of Common Stock, and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

(x)The Continuing Directors of the Corporation shall have the power and duty to determine for the purposes of this Article 6, on the basis of information known to them after reasonable inquiry, (a) whether a person is a Related Person, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, and (d) whether the assets which are the subject of any Significant Transaction have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Significant Transaction has an aggregate Fair Market Value of $1,000,000 or more.

(d)No Effect on Fiduciary Obligations of Related Persons. Nothing contained in this Article 6 shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.

7.Evaluation of Certain Proposals by the Board of Directors. The board of directors of the Corporation, when evaluating any proposal from another party to (a) make a tender offer for securities of the Corporation, (b) merge or consolidate the Corporation with another corporation, (c) purchase or otherwise acquire substantially all of the properties or assets of the Corporation, (d) engage in any transaction of the sort specified in paragraph (a) of Article 6 of these Articles of Incorporation, or (e) engage in any other transaction having a similar effect upon the properties, operations or control of the Corporation, shall, in connection with the exercise of its judgment in determining what is the best interests of the Corporation and its shareholders, give due consideration to the following:

(i)the character, integrity, business philosophy and financial status of the other party or parties to the transaction;

(ii)the consideration to be received by the Corporation or its shareholders in connection with such transaction, as compared to: (a) the current market price or value of the Corporation’s properties or securities; (b) the estimated future value of the Corporation, its properties or securities; and (c) such other measures of the value of the Corporation, its properties or securities as the directors may deem appropriate.

(iii)the projected social, legal and economic effects of the proposed action or transaction upon the Corporation, its employees, suppliers and customers and the communities in which the Corporation does business;

(iv)the general desirability of the Corporation’s continuing as an independent entity; and

(v)such other factors as the board of directors may deem relevant.

8.Directors

(a)Number, Election and Term. Except as otherwise fixed by or pursuant to the provisions of Article 5 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or in the event of and during a default period to elect directors under specified circumstances, the number of the directors of the Corporation shall be fixed from time to time pursuant to the Bylaws of the Corporation. At the annual meeting of shareholders held in 2012, and at each succeeding annual meeting of the shareholders of the Corporation, the directors shall not be classified, and the directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or in the event and during a

default period, shall be elected and shall hold office until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until the earlier of his or her death, resignation, retirement, disqualification or removal from office. Subject to paragraph (c) of this Article 8, all directors shall be elected by plurality vote of all votes cast at such meeting.

(b)Vacancies. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority of the directors then in office, though less than a quorum, and each person so elected shall be a director to serve for the balance of the unexpired term and until his successor is duly elected and qualified.

(c)Cumulative Voting in Certain Circumstances

(i)Except as and to the extent otherwise provided in this paragraph (c) shareholders of the Corporation shall not be entitled to cumulative voting rights in any election of directors of the Corporation.

(ii)There shall be cumulative voting in any election of directors of the Corporation on or after the occurrence of both of the following events:

(A)the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Corporation or a 40% Shareholder that a 40% Shareholder has become such.

and

(B)such 40% Shareholder makes, or in any way participates in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or becomes a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 of the Exchange Act) with respect to the Corporation; seeks to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any securities of the Corporation: or executes any written consent in lieu of a meeting of holders of the Voting Stock.

“40% Shareholder” shall mean any Person who or which, together with all Affiliates and Associate of such Person, shall be the Beneficial Owner of 40% or more of the Voting Stock but shall not include (i) the Corporation, (ii) any wholly owned Subsidiary, (iii) any employee benefit plan of the Corporation or of any Subsidiary, or (iv) any Person holding securities of the Corporation for or pursuant to the terms of any such plan.

Notwithstanding the foregoing, no Person shall become a “40% Shareholder” as the result of an acquisition of Common Stock by the Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 40% or more of the Voting Stock; provided, however, that if a Person who would otherwise be a 40% Shareholder but for the provisions of this sentence shall, after such share purchases by the Corporation, become the Beneficial Owner of any additional Voting Stock then such Person shall be deemed to be a “40% Shareholder.”

(iii)Certain Definitions. For purposes of this Article 8:

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on May 3, 1990.

A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(A)which such Person or any such Person’s affiliates or Associates beneficially owns, directly or indirectly:

(B)which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights granted pursuant to the Flip-In Rights Agreement and Flip-Over-Rights Agreement between the Corporation and American Stock Transfer & Trust Company, dated as of January 16, 1990), warrants or options, or otherwise or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or

(C)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the Corporation.

“Person” shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Subsidiary” shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Corporation.

“Voting Stock” means Common Stock and any other securities of the Corporation entitled to vote generally for the election of directors or any security convertible into or exchangeable for or exercisable for the purchase of Common Stock or other securities of the Corporation entitled to vote generally for the election of directors.

9.Uncertificated Shares. Any and all classes or series of shares of capital stock of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the board of directors, except as required by applicable law, including that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth or stated on certificates. Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

10.Vote Required for Amendment of Articles 6, 7, 8 or 10. Any provision in these Articles of Incorporation or in the Bylaws of the Corporation to the contrary notwithstanding, no provisions of Articles 6, 7, 8 or 10 of these Articles shall be altered, amended, supplemented or repealed by the shareholders of the Corporation, and no provision of the Bylaws or of these Articles of Incorporation inconsistent with such provisions shall be adopted by the shareholders of the Corporation, except by the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for this purpose as one class.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Donald E. Morel, Jr., Ph.D., certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Donald E. Morel, Jr., Ph.D.

Donald E. Morel, Jr., Ph.D.

Chairman of the Board and Chief Executive Officer

Date: November 3, 2014

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William J. Federici, certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

Date: November 3, 2014

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of West Pharmaceutical Services, Inc. (the “Company”) for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald E. Morel, Jr., Ph.D., Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald E. Morel, Jr., Ph.D.

Donald E. Morel, Jr., Ph.D.

Chairman of the Board and Chief Executive Officer

Date: November 3, 2014

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of West Pharmaceutical Services, Inc. (the “Company”) for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Federici, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

Date: November 3, 2014

XML

Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Assets:
Short-term investments		$ 7.5
Deferred compensation assets	6.1	5.7
Foreign currency contracts	0.8
Total assets at fair value	6.9	13.2
Liabilities:
Contingent consideration	5.1	4.3
Deferred compensation liabilities	7.9	7.8
Interest rate swap contracts	4.0	5.6
Foreign currency contracts	0.1
Total liabilities at fair value	17.1	17.7
Level 1 [Member]
Assets:
Short-term investments		7.5
Deferred compensation assets	6.1	5.7
Total assets at fair value	6.1	13.2
Liabilities:
Deferred compensation liabilities	7.9	7.8
Total liabilities at fair value	7.9	7.8
Level 2 [Member]
Assets:
Foreign currency contracts	0.8
Total assets at fair value	0.8
Liabilities:
Interest rate swap contracts	4.0	5.6
Foreign currency contracts	0.1
Total liabilities at fair value	4.1	5.6
Level 3 [Member]
Liabilities:
Contingent consideration	5.1	4.3
Total liabilities at fair value	$ 5.1	$ 4.3

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Tax Disclosure [Abstract]
Effective tax rate (in hundredths)	28.20%	29.70%		27.80%	25.90%
Discrete tax charge, change in UK tax rate		$ 1.3
Discrete tax benefit, R&D credit			$ 1.3

XML

Other Expense (Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Other Income and Expenses [Abstract]
Development income	$ (0.3)	$ (0.4)	$ (1.2)	$ (1.2)
Acquisition-related contingencies	0.3	0.3	1.0	0.5
License costs	1.2		1.2
Foreign exchange and other	(0.9)	0.2	0.3	0.2
Other expense (income)	$ 0.3	$ 0.1	$ 1.3	$ (0.5)

XML

Segment Information (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Segment Information

The following table presents information about our reportable segments, reconciled to consolidated totals:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Net sales:
Packaging Systems	$	251.7		$	251.5		$	772.6		$	754.5
Delivery Systems	104.4			90.8			299.5			272.3
Intersegment sales elimination	(0.2		)	(0.5		)	(0.5		)	(1.1		)
Total net sales	$	355.9		$	341.8		$	1,071.6		$	1,025.7

Operating profit (loss):
Packaging Systems	$	52.8		$	54.6		$	167.1		$	170.0
Delivery Systems	4.8			(0.1		)	8.3			3.4
Corporate	(12.4		)	(14.8		)	(36.8		)	(47.9		)
Other unallocated items	(1.2		)	—			(1.2		)	—
Total operating profit	$	44.0		$	39.7		$	137.4		$	125.5
Loss on debt extinguishment	—			—			—			0.2
Interest expense	4.5			4.4			12.7			13.1
Interest income	1.8			0.4			2.7			1.4
Income before income taxes	$	41.3		$	35.7		$	127.4		$	113.6

XML

Net Income Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Reconciliation of Basic to Diluted Net Income Per Share

The following table reconciles net income and shares used in the calculation of basic net income per share to those used for diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2014		2013		2014		2013
Numerator:
Net income	$	31.0	$	26.8	$	95.7	$	88.7
Denominator:
Weighted average common shares outstanding	71.0		69.8		70.8		69.4
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.6		1.6		1.7		1.4
Assumed conversion of convertible debt, based on the if-converted method	—		—		—		0.1
Weighted average shares assuming dilution	72.6		71.4		72.5		70.9

XML

Subsequent Event (Details) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	Oct. 31, 2014
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Repurchase Program, Authorized Amount	$ 100.0

XML

Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning			$ (32.4)
Other comprehensive loss before reclassifications			(41.2)
Amounts reclassified out			2.3
Other comprehensive (loss) income, net of tax	(36.6)	21.9	(38.9)	6.4
Balance, ending	(71.3)		(71.3)
Gains (Losses) on Cash Flow Hedges [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning			(6.0)
Other comprehensive loss before reclassifications			0.5
Amounts reclassified out			1.3
Other comprehensive (loss) income, net of tax			1.8
Balance, ending	(4.2)		(4.2)
Unrealized Gains on Investment Securities [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning			4.3
Other comprehensive loss before reclassifications			0
Amounts reclassified out			0
Other comprehensive (loss) income, net of tax			0
Balance, ending	4.3		4.3
Defined Benefit Pension and Other Postretirement Plans [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning			(47.0)
Other comprehensive loss before reclassifications			0.5
Amounts reclassified out			1.0
Other comprehensive (loss) income, net of tax			1.5
Balance, ending	(45.5)		(45.5)
Foreign Currency Translation [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning			16.3
Other comprehensive loss before reclassifications			(42.2)
Amounts reclassified out			0
Other comprehensive (loss) income, net of tax			(42.2)
Balance, ending	$ (25.9)		$ (25.9)

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Derivative Financial Instruments (Details) In Millions, unless otherwise specified	9 Months Ended						9 Months Ended
	Sep. 30, 2014 Forward-Start Interest Rate Swap [Member] USD ($)	Sep. 30, 2014 Interest Rate Swap, Series B Note [Member] USD ($)	Sep. 30, 2014 Foreign Currency Hedge, Euro-Denominated Sales [Member] USD ($)	Sep. 30, 2014 Foreign Currency Hedge, Yen-denominated Inventory Purchases USD ($)	Sep. 30, 2014 Foreign Currency Hedge, Yen-denominated Inventory Purchases JPY (¥)	Sep. 30, 2014 Foreign Currency Hedge, USD-denominated Inventory Purchases USD ($)	Sep. 30, 2014 Euro-Denominated Revolver [Member] USD ($)	Sep. 30, 2014 Euro-Denominated Revolver [Member] EUR (€)	Sep. 30, 2014 Yen-Denominated Revolver [Member] USD ($)	Sep. 30, 2014 Yen-Denominated Revolver [Member] JPY (¥)	Sep. 30, 2014 Euro Note B [Member] USD ($)	Sep. 30, 2014 Euro Note B [Member] EUR (€)	Sep. 30, 2014 Euro-Denominated Debt [Member] USD ($)
Derivative [Line Items]
Notional amount	$ 39.8	$ 25.0	$ 1.5	$ 0.9	¥ 95.0
Maximum term (in years)	5 years
Derivative, Underlying Basis	one-month London Interbank Offering Rates (“LIBOR”)	three-month LIBOR
Fixed interest rate	5.41%	5.51%
Maturity date of debt		Jul. 28, 2015
Number of monthly contracts remaining			3	3	3	3
Monthly notional amount, minimum						1.4
Monthly notional amount, maximum						2.7
Aggregate notional amount of remaining contracts			4.5	2.7	285.0	6.6
Notional amount, nonderivative instruments							26.6	21.0	4.6	500.0	77.5	61.1
Cumulative foreign currency translation loss (gain)									(0.8)				(3.1)
Cumulative foreign currency translation loss (gain), net of tax									$ (0.5)				$ (1.9)

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Other Expense (Income) (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2013
Other Income and Expenses [Abstract]
Increase in SmartDose contingent consideration	$ 0.3	$ 0.3	$ 1.0	$ 0.5
Recognition of income related to nonrefundable payment		0.4		0.7
Nonrefundable payment from customer	17.8		17.8		20.0
Unearned income, current	1.5		1.5
Unearned income, noncurrent	16.3		16.3
Development Income	0.3	0.4	1.2	1.2
License costs	$ 1.2		$ 1.2

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation: The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, cash flows and the change in equity for the periods presented. The condensed consolidated financial statements for the three and nine months ended September 30, 2014 should be read in conjunction with the consolidated financial statements and notes thereto of West Pharmaceutical Services, Inc. (which may be referred to as “West”, “the Company”, “we”, “us” or “our”) appearing in our Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Annual Report”). The results of operations for any interim period are not necessarily indicative of results for the full year.

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Accumulated Other Comprehensive Loss (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Cost of Goods and Services Sold	$ 246.0		$ 236.3		$ 733.5		$ 697.6
Interest expense	4.5		4.4		12.7		13.1
Transition obligation					(0.1)		(0.1)
Prior service cost	0.3		0.3		1.0		1.0
Actuarial losses	(0.8)		(1.7)		(2.4)		(6.4)
Income before income taxes	41.3		35.7		127.4		113.6
Tax expense	(11.7)		(10.6)		(35.5)		(29.5)
Net income	31.0		26.8		95.7		88.7
Reclassification out of Accumulated Other Comprehensive Loss [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Net income	(0.6)		(2.2)		(2.3)		(7.2)
Reclassification out of Accumulated Other Comprehensive Loss [Member] | Gains (Losses) on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Income before income taxes	(0.6)		(2.1)		(2.1)		(6.0)
Tax expense	0.3		0.8		0.8		2.3
Net income	(0.3)		(1.3)		(1.3)		(3.7)
Reclassification out of Accumulated Other Comprehensive Loss [Member] | Amortization of Defined Benefit Pension and Other Postretirement Plans [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Transition obligation	0	[1]	0	[1]	(0.1)	[1]	(0.1)	[1]
Prior service cost	0.3	[1]	0.3	[1]	1.0	[1]	1.0	[1]
Actuarial losses	(0.8)	[1]	(1.7)	[1]	(2.4)	[1]	(6.4)	[1]
Income before income taxes	(0.5)		(1.4)		(1.5)		(5.5)
Tax expense	0.2		0.5		0.5		2.0
Net income	(0.3)		(0.9)		(1.0)		(3.5)
Foreign Currency Contract [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Gains (Losses) on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Cost of Goods and Services Sold	0.2		(1.4)		0.2		(3.8)
Interest Rate Swap Contracts [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Gains (Losses) on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Interest expense	(0.7)		(0.7)		(2.0)		(1.9)
Forward Treasury Locks [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Gains (Losses) on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Interest expense	$ (0.1)		$ 0		$ (0.3)		$ (0.3)

[1] These components are included in the computation of net periodic benefit cost. Refer to Note 10, Benefit Plans, for additional details.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value

The following tables present the assets and liabilities recorded at fair value on a recurring basis:

	Balance at		Basis of Fair Value Measurements
($ in millions)	September 30, 2014		Level 1		Level 2		Level 3
Assets:
Deferred compensation assets	$	6.1	$	6.1	$	—	$	—
Foreign currency contracts	0.8		—		0.8		—
	$	6.9	$	6.1	$	0.8	$	—
Liabilities:
Contingent consideration	$	5.1	$	—	$	—	$	5.1
Deferred compensation liabilities	7.9		7.9		—		—
Interest rate swap contracts	4.0		—		4.0		—
Foreign currency contracts	0.1		—		0.1		—
	$	17.1	$	7.9	$	4.1	$	5.1

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	7.8		7.8		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	17.7	$	7.8	$	5.6	$	4.3

Summary of Changes in Level 3 Fair Value Measurements

The following table provides a summary of changes in our Level 3 fair value measurements:

	Nine Months Ended September 30,
	2014			2013
Beginning Balance	$	4.3		$	3.3
Increase in fair value recorded in earnings	1.0			0.5
Payments	(0.2		)	—
Ending Balance	$	5.1		$	3.8

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Effects of Derivative Instruments on Other Comprehensive Income ('OCI') and Earnings

The following table summarizes the effects of derivative instruments designated as hedges on other comprehensive income (“OCI”) and earnings, net of tax:

	Amount of Gain (Loss) Recognized in OCI for					Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Three Months Ended September 30,					Three Months Ended September 30,
($ in millions)	2014		2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.5	$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	0.2		0.1			—			0.8		Cost of goods and services sold
Interest rate swap contracts	0.1		(0.2		)	0.4			0.4		Interest expense
Forward treasury locks	—		—			0.1			0.1		Interest expense
Total	$	0.8	$	(0.3	)	$	0.3		$	1.3
Net Investment Hedges:
Foreign currency-denominated debt	$	5.1	$	(2.5	)	$	—		$	—	Other expense (income)
Total	$	5.1	$	(2.5	)	$	—		$	—

	Amount of Gain (Loss) Recognized in OCI for						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Nine Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(2.6	)	$	(0.1	)	$	—	Net sales
Foreign currency hedge contracts	0.3			—			—			2.3		Cost of goods and services sold
Interest rate swap contracts	(0.2		)	0.3			1.2			1.2		Interest expense
Forward treasury locks	—			—			0.2			0.2		Interest expense
Total	$	0.5		$	(2.3	)	$	1.3		$	3.7
Net Investment Hedges:
Foreign currency-denominated debt	$	5.6		$	(1.1	)	$	—		$	—	Other expense (income)
Total	$	5.6		$	(1.1	)	$	—		$	—

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Stock-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares available for issuance under the 2011 Plan (in shares)	4,134,749		4,134,749
Stock options, granted (in shares)			612,621
Stock options, weighted average exercise price (in dollars per share)			$ 47.21
Stock options, weighted average grant date fair value (in dollars per share)			$ 10.34
Assumptions used in Black-Scholes model
Risk-free interest rate (in hundredths)			1.58%
Expected life (in years)			6 years
Stock volatility (in hundredths)			22.00%
Dividend yield (in hundredths)			0.80%
Granted, PVS awards (in shares)			133,823
Grant date fair value, PVS awards (in dollars per share)			$ 47.21
Number of shares of common stock per PVS award (in shares)	1		1
Performance period			3 years
PVS payout, Minimum (in hundredths)	0.00%		0.00%
PVS payout, Maximum (in hundredths)	200.00%		200.00%
Stock-based compensation expense	$ 3.6	$ 5.2	$ 12.5	$ 15.6

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, net of tax, for the nine months endedSeptember 30, 2014:

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)
Other comprehensive loss before reclassifications	0.5			—		0.5			(42.2		)	(41.2		)
Amounts reclassified out	1.3			—		1.0			—			2.3
Other comprehensive income (loss), net of tax	1.8			—		1.5			(42.2		)	(38.9		)
Balance, September 30, 2014	$	(4.2	)	$	4.3	$	(45.5	)	$	(25.9	)	$	(71.3	)

Reclassification out of Accumulated Other Comprehensive Loss

A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table ($ in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
Detail of components	2014			2013			2014			2013			Location on Statement of Income
Gains (losses) on cash flow hedges:
Foreign currency contracts	$	0.2		$	(1.4	)	$	0.2		$	(3.8	)	Cost of goods and services sold
Interest rate swap contracts	(0.7		)	(0.7		)	(2.0		)	(1.9		)	Interest expense
Forward treasury locks	(0.1		)	—			(0.3		)	(0.3		)	Interest expense
Total before tax	(0.6		)	(2.1		)	(2.1		)	(6.0		)
Tax expense	0.3			0.8			0.8			2.3
Net of tax	$	(0.3	)	$	(1.3	)	$	(1.3	)	$	(3.7	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	—		$	—		$	(0.1	)	$	(0.1	)	(a)
Prior service cost	0.3			0.3			1.0			1.0			(a)
Actuarial losses	(0.8		)	(1.7		)	(2.4		)	(6.4		)	(a)
Total before tax	(0.5		)	(1.4		)	(1.5		)	(5.5		)
Tax expense	0.2			0.5			0.5			2.0
Net of tax	$	(0.3	)	$	(0.9	)	$	(1.0	)	$	(3.5	)
Total reclassifications for the period, net of tax	$	(0.6	)	$	(2.2	)	$	(2.3	)	$	(7.2	)

(a)     These components are included in the computation of net periodic benefit cost. Refer to Note 10, Benefit Plans, for additional details.

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Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2014

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Schedule of Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for the three months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	2.3		$	2.3		$	0.1		$	0.1		$	2.4		$	2.4
Interest cost	4.2			3.6			0.1			—			4.3			3.6
Expected return on assets	(4.7		)	(4.3		)	—			—			(4.7		)	(4.3		)
Amortization of prior service credit	(0.3		)	(0.3		)	—			—			(0.3		)	(0.3		)
Recognized actuarial losses (gains)	1.3			2.2			(0.5		)	(0.5		)	0.8			1.7
Net periodic benefit cost	$	2.8		$	3.5		$	(0.3	)	$	(0.4	)	$	2.5		$	3.1

	Pension benefits				Other retirement benefits						Total
	2014		2013		2014			2013			2014		2013
U.S. plans	$	2.0	$	2.7	$	(0.3	)	$	(0.4	)	$	1.7	$	2.3
International plans	0.8		0.8		—			—			0.8		0.8
Net periodic benefit cost	$	2.8	$	3.5	$	(0.3	)	$	(0.4	)	$	2.5	$	3.1

The components of net periodic benefit cost for the nine months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	7.4		$	7.3		$	0.3		$	0.8		$	7.7		$	8.1
Interest cost	12.7			11.0			0.3			0.5			13.0			11.5
Expected return on assets	(14.4		)	(12.9		)	—			—			(14.4		)	(12.9		)
Amortization of transition obligation	0.1			0.1			—			—			0.1			0.1
Amortization of prior service credit	(1.0		)	(1.0		)	—			—			(1.0		)	(1.0		)
Recognized actuarial losses (gains)	3.6			6.9			(1.2		)	(0.5		)	2.4			6.4
Net periodic benefit cost	$	8.4		$	11.4		$	(0.6	)	$	0.8		$	7.8		$	12.2

	Pension benefits				Other retirement benefits					Total
	2014		2013		2014			2013		2014		2013
U.S. plans	$	6.1	$	8.9	$	(0.6	)	$	0.8	$	5.5	$	9.7
International plans	2.3		2.5		—			—		2.3		2.5
Net periodic benefit cost	$	8.4	$	11.4	$	(0.6	)	$	0.8	$	7.8	$	12.2

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net income	$ 95.7	$ 88.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	63.9	59.9
Amortization	4.1	3.2
Loss on debt extinguishment	0	0.2
Stock-based compensation	12.5	15.6
Other non-cash items, net	(3.1)	(4.0)
Changes in assets and liabilities	(36.2)	(11.9)
Net cash provided by operating activities	136.9	151.7
Cash flows from investing activities:
Capital expenditures	(84.8)	(113.1)
Purchases of short-term investments	(9.3)	(13.3)
Sales and maturities of short-term investments	16.8	18.3
Other, net	(0.4)	(2.9)
Net cash used in investing activities	(77.7)	(111.0)
Cash flows from financing activities:
Borrowings under revolving credit agreements	222.4	249.8
Repayments under revolving credit agreements	(242.4)	(241.3)
Issuance of long-term debt	0	43.3
Repayments of long-term debt	(1.7)	(29.9)
Dividend payments	(21.2)	(19.7)
Excess tax benefit from employee stock plans	5.5	4.4
Shares repurchased for employee tax withholdings	(4.1)	(5.2)
Proceeds from exercise of stock options and stock appreciation rights	10.5	15.1
Employee stock purchase plan contributions	2.2	1.9
Contingent consideration payments	(0.2)	0
Net cash (used in) provided by financing activities	(29.0)	18.4
Effect of exchange rates on cash	(13.4)	0.7
Net increase in cash and cash equivalents	16.8	59.8
Cash and cash equivalents at beginning of period	230.0	161.9
Cash and cash equivalents at end of period	$ 246.8	$ 221.7

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Other Expense (Income) (Tables)

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Schedule of Other Expense (Income)

Other expense (income) consists of:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Development income	$	(0.3	)	$	(0.4	)	$	(1.2	)	$	(1.2	)
Acquisition-related contingencies	0.3			0.3			1.0			0.5
License costs	1.2			—			1.2			—
Foreign exchange and other	(0.9		)	0.2			0.3			0.2
	$	0.3		$	0.1		$	1.3		$	(0.5	)

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Fair Value Measurements (Details 1) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Level 3 Fair Value Measurements [Roll Forward]
Balance, beginning of period	$ 4.3	$ 3.3
Increase in fair value recorded in earnings	1.0	0.5
Payments	(0.2)
Balance, end of period	$ 5.1	$ 3.8

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Net sales	$ 355.9	$ 341.8	$ 1,071.6	$ 1,025.7
Cost of goods and services sold	246.0	236.3	733.5	697.6
Gross profit	109.9	105.5	338.1	328.1
Research and development	9.6	9.6	29.5	28.2
Selling, general and administrative expenses	56.0	56.1	169.9	174.9
Other expense (income) (Note 11)	0.3	0.1	1.3	(0.5)
Operating profit	44.0	39.7	137.4	125.5
Loss on debt extinguishment	0	0	0	0.2
Interest expense	4.5	4.4	12.7	13.1
Interest income	1.8	0.4	2.7	1.4
Income before income taxes	41.3	35.7	127.4	113.6
Income tax expense	11.7	10.6	35.5	29.5
Equity in net income of affiliated companies	1.4	1.7	3.8	4.6
Net income	$ 31.0	$ 26.8	$ 95.7	$ 88.7
Net income per share:
Basic (in dollars per share)	$ 0.44	$ 0.38	$ 1.35	$ 1.28
Diluted (in dollars per share)	$ 0.43	$ 0.37	$ 1.32	$ 1.25
Weighted average shares outstanding:
Basic (in shares)	71.0	69.8	70.8	69.4
Diluted (in shares)	72.6	71.4	72.5	70.9
Dividends declared per share	$ 0.11	$ 0.10	$ 0.31	$ 0.29

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Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Service cost	$ 2.4	$ 2.4	$ 7.7	$ 8.1
Interest cost	4.3	3.6	13.0	11.5
Expected return on assets	(4.7)	(4.3)	(14.4)	(12.9)
Amortization of transition obligation			0.1	0.1
Amortization of prior service credit	(0.3)	(0.3)	(1.0)	(1.0)
Recognized actuarial losses (gains)	0.8	1.7	2.4	6.4
Net periodic benefit cost	2.5	3.1	7.8	12.2
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Service cost	2.3	2.3	7.4	7.3
Interest cost	4.2	3.6	12.7	11.0
Expected return on assets	(4.7)	(4.3)	(14.4)	(12.9)
Amortization of transition obligation			0.1	0.1
Amortization of prior service credit	(0.3)	(0.3)	(1.0)	(1.0)
Recognized actuarial losses (gains)	1.3	2.2	3.6	6.9
Net periodic benefit cost	2.8	3.5	8.4	11.4
Other Retirement Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Service cost	0.1	0.1	0.3	0.8
Interest cost	0.1	0	0.3	0.5
Expected return on assets	0	0	0	0
Amortization of transition obligation			0	0
Amortization of prior service credit	0	0	0	0
Recognized actuarial losses (gains)	(0.5)	(0.5)	(1.2)	(0.5)
Net periodic benefit cost	(0.3)	(0.4)	(0.6)	0.8
U.S. Pension Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	2.0	2.7	6.1	8.9
International Pension Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	0.8	0.8	2.3	2.5
U.S. Other Retirement Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	(0.3)	(0.4)	(0.6)	0.8
International Other Retirement Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	0	0	0	0
U.S. Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	1.7	2.3	5.5	9.7
International Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net periodic benefit cost	$ 0.8	$ 0.8	$ 2.3	$ 2.5

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Balance Sheet Related Disclosures [Abstract]
Preferred Stock, Shares Authorized	3.0	3.0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.25	$ 0.25
Common Stock, Shares Authorized	100.0	100.0
Common Stock, Shares, Issued	71.2	70.4
Common Stock, Shares, Outstanding	71.1	70.2
Treasury Stock, Shares	0.1	0.2

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Finished goods	$ 82.0	$ 80.0
Work in process	26.5	24.8
Raw materials	77.2	72.1
Total inventories	$ 185.7	$ 176.9

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Segment Information

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

Our business operations are organized into two reportable segments, which are aligned with the underlying markets and customers they serve. Our reportable segments are the Pharmaceutical Packaging Systems segment (“Packaging Systems”) and Delivery Systems. Packaging Systems develops, manufactures and sells primary packaging components and systems for injectable drug delivery, including stoppers and seals for vials, closures and other components used in syringe, intravenous and blood collection systems, and prefillable syringe components. Delivery Systems develops, manufactures and sells safety and administration systems, multi-component systems for drug administration, and a variety of custom contract-manufacturing solutions targeted to the healthcare and consumer-products industries. In addition, Delivery Systems is responsible for the continued development and commercialization of our line of proprietary, multi-component systems for injectable drug administration and other healthcare applications.

Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that management 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 following table presents information about our reportable segments, reconciled to consolidated totals:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Net sales:
Packaging Systems	$	251.7		$	251.5		$	772.6		$	754.5
Delivery Systems	104.4			90.8			299.5			272.3
Intersegment sales elimination	(0.2		)	(0.5		)	(0.5		)	(1.1		)
Total net sales	$	355.9		$	341.8		$	1,071.6		$	1,025.7

Operating profit (loss):
Packaging Systems	$	52.8		$	54.6		$	167.1		$	170.0
Delivery Systems	4.8			(0.1		)	8.3			3.4
Corporate	(12.4		)	(14.8		)	(36.8		)	(47.9		)
Other unallocated items	(1.2		)	—			(1.2		)	—
Total operating profit	$	44.0		$	39.7		$	137.4		$	125.5
Loss on debt extinguishment	—			—			—			0.2
Interest expense	4.5			4.4			12.7			13.1
Interest income	1.8			0.4			2.7			1.4
Income before income taxes	$	41.3		$	35.7		$	127.4		$	113.6

The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

Other unallocated items consist of a $1.2 million charge for license costs associated with acquired in-process research, recorded in the third quarter of 2014.

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Debt (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	$ 342.7	$ 373.5
Notes payable and other current debt	27.2	2.2
Long-term debt, excluding current portion	315.5	371.3
Term Loan Due 2014 [Member]
Debt Instrument [Line Items]
Long-term debt	0	0.1
Series B Floating Rate Notes Due 2015 [Member]
Debt Instrument [Line Items]
Long-term debt	25.0	25.0
Euro Note B Due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt	77.5	84.1
Capital leases, due through 2016 [Member]
Debt Instrument [Line Items]
Capital leases	0.3	0.4
Revolving credit facility, due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt	31.2	53.7
Line of credit facility outstanding borrowings, Yen	4.6
Line of credit facility outstanding borrowings, Euro	26.6
Term Loan Due 2018 [Member]
Debt Instrument [Line Items]
Long-term debt	39.8	41.3
Current portion of long-term debt	2.1
Debt Instrument Term	5 years 0 months 0 days
Notes Payable due 2019 [Member]
Debt Instrument [Line Items]
Long-term debt	0.3	0.3
Series A Notes, Due 2022 [Member]
Debt Instrument [Line Items]
Long-term debt	42.0	42.0
Series B Notes, Due 2024 [Member]
Debt Instrument [Line Items]
Long-term debt	53.0	53.0
Series C Notes, Due 2027 [Member]
Debt Instrument [Line Items]
Long-term debt	73.0	73.0
Convertible Debt Due 2047 [Member]
Debt Instrument [Line Items]
Long-term debt	$ 0.6	$ 0.6

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation: The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, cash flows and the change in equity for the periods presented. The condensed consolidated financial statements for the three and nine months ended September 30, 2014 should be read in conjunction with the consolidated financial statements and notes thereto of West Pharmaceutical Services, Inc. (which may be referred to as “West”, “the Company”, “we”, “us” or “our”) appearing in our Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Annual Report”). The results of operations for any interim period are not necessarily indicative of results for the full year.

New Accounting Standards

Recently Adopted Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. We adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

In March 2013, the FASB issued guidance that clarifies the application of U.S. GAAP to the release of cumulative translation adjustments related to changes of ownership in or within foreign entities, including step acquisitions. This guidance was adopted as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

Standards Issued Not Yet Adopted

In August 2014, the FASB issued guidance which defines management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management is currently reviewing this guidance to determine the impact it may have, if any, on our financial statements.

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2016. Entities can choose to apply the guidance using either a full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that this guidance will have on our financial statements, if any, including which transition method it will adopt.

In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

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CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Capital in Excess of Par Value [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2013	$ 906.4	$ 17.6	$ 120.0	$ (3.8)	$ 805.0	$ (32.4)
Balance (in shares) at Dec. 31, 2013		70.4
Increase (Decrease) in Equity [Roll Forward]
Net income	95.7				95.7
Stock-based compensation	11.4		11.8	(0.4)
Shares issued under stock plans (shares)		0.9
Shares issued under stock plans	16.1	0.2	15.9
Shares repurchased for employee tax withholdings (shares)		(0.1)
Shares repurchased for employee tax withholdings	(4.1)		(4.1)
Excess tax benefit from employee stock plans	5.5		5.5
Dividends declared	(22.0)				(22.0)
Other comprehensive loss, net of tax	(38.9)					(38.9)
Balance at Sep. 30, 2014	$ 970.1	$ 17.8	$ 149.1	$ (4.2)	$ 878.7	$ (71.3)
Balance (in shares) at Sep. 30, 2014		71.2

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 31.0	$ 26.8	$ 95.7	$ 88.7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(38.9)	14.5	(42.2)	(4.6)
Defined benefit pension and other postretirement plan adjustments, net of tax of $0.5, $4.1, $0.7 and $5.8, respectively	1.2	6.4	1.5	9.6
Net gains on derivatives, net of tax of $0.4, $0.8, $0.8 and $0.9, respectively	1.1	1.0	1.8	1.4
Other comprehensive (loss) income, net of tax	(36.6)	21.9	(38.9)	6.4
Comprehensive (loss) income	$ (5.6)	$ 48.7	$ 56.8	$ 95.1

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

 Stock-Based Compensation

The 2011 Omnibus Incentive Compensation Plan (the "2011 Plan") provides for the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. The terms and conditions of awards to be granted are determined by our Board's nominating and compensation committees. Vesting requirements vary by award. At September 30, 2014, there were 4,134,749 shares remaining in the 2011 Plan for future grants.

During the nine months ended September 30, 2014, we granted 612,621 stock options at a weighted average exercise price of $47.21 per share based on the grant-date fair value of our stock to key employees under the 2011 Plan. The weighted average grant date fair value of options granted was $10.34 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 1.58%; expected life of 6 years based on prior experience; stock volatility of 22.0% based on historical data; and a dividend yield of 0.8%. Stock option expense is recognized over the vesting period, net of forfeitures.

In addition, during the nine months ended September 30, 2014, we granted 133,823 performance vesting share (“PVS”) awards at a weighted grant-date fair value of $47.21 per share to key employees under the 2011 Plan. Each PVS award entitles the holder to one share of our common stock if the annual growth rate of revenue and return on invested capital targets are achieved over a three-year performance period. The actual payout may vary from 0% to 200% of an employee’s targeted award. The fair value of PVS 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.

Total stock-based compensation expense was $3.6 million and $12.5 million for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2013, total stock-based compensation expense was $5.2 million and $15.6 million, respectively.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	WEST PHARMACEUTICAL SERVICES INC
Entity Central Index Key	0000105770
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	71,070,239
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014

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Benefit Plans

9 Months Ended

Sep. 30, 2014

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Benefit Plans

Benefit Plans

The components of net periodic benefit cost for the three months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	2.3		$	2.3		$	0.1		$	0.1		$	2.4		$	2.4
Interest cost	4.2			3.6			0.1			—			4.3			3.6
Expected return on assets	(4.7		)	(4.3		)	—			—			(4.7		)	(4.3		)
Amortization of prior service credit	(0.3		)	(0.3		)	—			—			(0.3		)	(0.3		)
Recognized actuarial losses (gains)	1.3			2.2			(0.5		)	(0.5		)	0.8			1.7
Net periodic benefit cost	$	2.8		$	3.5		$	(0.3	)	$	(0.4	)	$	2.5		$	3.1

	Pension benefits				Other retirement benefits						Total
	2014		2013		2014			2013			2014		2013
U.S. plans	$	2.0	$	2.7	$	(0.3	)	$	(0.4	)	$	1.7	$	2.3
International plans	0.8		0.8		—			—			0.8		0.8
Net periodic benefit cost	$	2.8	$	3.5	$	(0.3	)	$	(0.4	)	$	2.5	$	3.1

The components of net periodic benefit cost for the nine months ended September 30 were as follows ($ in millions):

	Pension benefits						Other retirement benefits						Total
	2014			2013			2014			2013			2014			2013
Service cost	$	7.4		$	7.3		$	0.3		$	0.8		$	7.7		$	8.1
Interest cost	12.7			11.0			0.3			0.5			13.0			11.5
Expected return on assets	(14.4		)	(12.9		)	—			—			(14.4		)	(12.9		)
Amortization of transition obligation	0.1			0.1			—			—			0.1			0.1
Amortization of prior service credit	(1.0		)	(1.0		)	—			—			(1.0		)	(1.0		)
Recognized actuarial losses (gains)	3.6			6.9			(1.2		)	(0.5		)	2.4			6.4
Net periodic benefit cost	$	8.4		$	11.4		$	(0.6	)	$	0.8		$	7.8		$	12.2

	Pension benefits				Other retirement benefits					Total
	2014		2013		2014			2013		2014		2013
U.S. plans	$	6.1	$	8.9	$	(0.6	)	$	0.8	$	5.5	$	9.7
International plans	2.3		2.5		—			—		2.3		2.5
Net periodic benefit cost	$	8.4	$	11.4	$	(0.6	)	$	0.8	$	7.8	$	12.2

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Defined benefit pension and other postretirement plan adjustments, tax	$ 0.5	$ 4.1	$ 0.7	$ 5.8
Net gains on derivatives, tax	$ 0.4	$ 0.8	$ 0.8	$ 0.9

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Inventories

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories are valued at the lower of cost (on a first-in, first-out basis) or market. Inventory balances were as follows:

($ in millions)	September 30, 2014		December 31, 2013
Finished goods	$	82.0	$	80.0
Work in process	26.5		24.8
Raw materials	77.2		72.1
	$	185.7	$	176.9

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Net Income Per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

The following table reconciles net income and shares used in the calculation of basic net income per share to those used for diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2014		2013		2014		2013
Numerator:
Net income	$	31.0	$	26.8	$	95.7	$	88.7
Denominator:
Weighted average common shares outstanding	71.0		69.8		70.8		69.4
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.6		1.6		1.7		1.4
Assumed conversion of convertible debt, based on the if-converted method	—		—		—		0.1
Weighted average shares assuming dilution	72.6		71.4		72.5		70.9

Under the "if-converted" method, the after-tax effect of interest expense related to convertible debt is added back to net income. During all periods presented, the add-back amount was immaterial.

In addition, during the three months ended September 30, 2014, 0.6 million shares were not included in the computation of diluted net income per share because their impact was antidilutive. For the three months ended September 30, 2013, the number of shares not included in the computation of diluted net income per share was immaterial. There were 0.5 million and 0.7 million antidilutive shares outstanding during the nine months ended September 30, 2014 and 2013, respectively.

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Subsequent Event

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Event

On October 29, 2014, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions as permitted under the regulations of the Securities and Exchange Commission. The extent to which the Company repurchases its shares and the timing of any repurchases will be determined by the Company based on its evaluation of market conditions and other factors. The program is expected to be completed no later than December 31, 2015.

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Other Expense (Income)

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Other Expense (Income)

Other expense (income) consists of:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Development income	$	(0.3	)	$	(0.4	)	$	(1.2	)	$	(1.2	)
Acquisition-related contingencies	0.3			0.3			1.0			0.5
License costs	1.2			—			1.2			—
Foreign exchange and other	(0.9		)	0.2			0.3			0.2
	$	0.3		$	0.1		$	1.3		$	(0.5	)

During the three and nine months endedSeptember 30, 2014, we recognized development income of $0.3 million and $1.2 million, respectively, within our Pharmaceutical Delivery Systems segment ("Delivery Systems"), most of which related to a nonrefundable customer payment of $20.0 million received in June 2013 in return for the exclusive use of SmartDose within a specific therapeutic area. As of September 30, 2014, there was $17.8 million of unearned income related to this payment, of which $1.5 million was included in other current liabilities and $16.3 million was included in other long-term liabilities. The unearned income is being recognized as development income on a straight-line basis over the remaining term of the agreement. The agreement does not include a future minimum purchase commitment from the customer. During the three and nine months ended September 30, 2013, we recorded development income of $0.4 million and $1.2 million, respectively, within Delivery Systems, of which $0.4 million and 0.7 million related to the nonrefundable customer payment described above.

During the three and nine months ended September 30, 2014, the SmartDose contingent consideration increased by $0.3 million and $1.0 million, respectively, due to the time value of money and changes made to sales projections. The SmartDose contingent consideration increased by $0.3 million and $0.5 million during the three and nine months ended September 30, 2013, respectively, due to the same reasons mentioned above. These adjustments are included within Delivery Systems' results.

In addition, during the third quarter of 2014, we recorded a $1.2 million charge for license costs associated with acquired in-process research.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present the assets and liabilities recorded at fair value on a recurring basis:

	Balance at		Basis of Fair Value Measurements
($ in millions)	September 30, 2014		Level 1		Level 2		Level 3
Assets:
Deferred compensation assets	$	6.1	$	6.1	$	—	$	—
Foreign currency contracts	0.8		—		0.8		—
	$	6.9	$	6.1	$	0.8	$	—
Liabilities:
Contingent consideration	$	5.1	$	—	$	—	$	5.1
Deferred compensation liabilities	7.9		7.9		—		—
Interest rate swap contracts	4.0		—		4.0		—
Foreign currency contracts	0.1		—		0.1		—
	$	17.1	$	7.9	$	4.1	$	5.1

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	7.8		7.8		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	17.7	$	7.8	$	5.6	$	4.3

Short-term investments, which are comprised of certificates of deposit and mutual funds, are included within other current assets and are valued using a market approach based on quoted market prices in an active market. Deferred compensation assets are included within other noncurrent assets and are also valued using a market approach based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within other current assets and other current liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of our contingent consideration, included within other current and other long-term liabilities, is discussed further in the section related to Level 3 measurements. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities. Interest rate swap contracts, included within other current and long-term liabilities, are valued based on the terms of the contract and observable market inputs (i.e., LIBOR, Eurodollar synthetic forwards and swap spreads). Refer to Note 6, Derivative Financial Instruments, for further discussion of our derivatives.

Level 3 Fair Value Measurements

The fair value of the contingent consideration liability related to our SmartDose^TM electronic patch injector system (“SmartDose contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation are recorded as income or expense within other expense in our condensed consolidated statements of income. The significant unobservable inputs used in the fair value measurement of the contingent consideration are the sales projections, the probability of success factors, and the discount rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement. As development and commercialization of SmartDose progresses, we may need to update the sales projections, the probability of success factors, and the discount rate used. This could result in a material increase or decrease to the contingent consideration liability.

The following table provides a summary of changes in our Level 3 fair value measurements:

	Nine Months Ended September 30,
	2014			2013
Beginning Balance	$	4.3		$	3.3
Increase in fair value recorded in earnings	1.0			0.5
Payments	(0.2		)	—
Ending Balance	$	5.1		$	3.8

Refer to Note 11, Other Expense (Income), for further discussion of our acquisition-related contingency.

Other Financial Instruments

We believe that the carrying amounts of our cash and cash equivalents, accounts receivable and short-term borrowings approximate their fair values due to their near-term maturities.

Quoted market prices are used to estimate the fair value of publicly traded long-term debt. The fair value of debt that is not quoted on an exchange is estimated using a discounted cash flow method based on interest rates that are currently available to us for debt issuances with similar terms and maturities. At September 30, 2014, the estimated fair value of long-term debt was $320.7 million compared to a carrying amount of $315.5 million. At December 31, 2013, the estimated fair value of long-term debt was $365.8 million and the carrying amount was $371.3 million.

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Debt

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes our long-term debt obligations, net of current maturities:

($ in millions)	September 30, 2014		December 31, 2013
Term loan, due 2014	$	—	$	0.1
Series B floating rate notes, due 2015	25.0		25.0
Euro note B, due 2016	77.5		84.1
Capital leases, due through 2016	0.3		0.4
Revolving credit facility, due 2017	31.2		53.7
Term loan, due 2018	39.8		41.3
Note payable, due 2019	0.3		0.3
Series A notes, due 2022	42.0		42.0
Series B notes, due 2024	53.0		53.0
Series C notes, due 2027	73.0		73.0
Convertible debt, due 2047	0.6		0.6
	342.7		373.5
Less: current portion of long-term debt	27.2		2.2
	$	315.5	$	371.3

Please refer to Note 10, Debt, to the consolidated financial statements in our 2013 Annual Report for additional details regarding our debt agreements.

At September 30, 2014, we had $31.2 million in outstanding borrowings under our multi-currency revolving credit facility, of which $4.6 million was denominated in Yen and $26.6 million in Euro. The total amount outstanding as of September 30, 2014 and December 31, 2013 was classified as long-term.

At September 30, 2014, we had $39.8 million outstanding under our five-year term loan due January 2018, of which $2.1 million was classified as current. Please refer to Note 6, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with this loan.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Our ongoing business operations expose us to various risks such as fluctuating interest rates, foreign exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative financial instruments such as interest rate swaps, options and foreign exchange contracts for periods consistent with and for notional amounts equal to or less than the related underlying exposures. We do not purchase or hold any derivative financial instruments for speculation or trading purposes. All derivatives are recorded on the balance sheet at fair value.

Interest Rate Risk

At September 30, 2014, we have a $39.8 million forward-start interest rate swap outstanding that hedges the variability in cash flows due to changes in the applicable interest rate of our variable-rate five-year term loan related to the purchase of our corporate office and research building. Under this swap, we receive variable interest rate payments based on one-month London Interbank Offering Rates (“LIBOR”) plus a margin in return for making monthly fixed interest payments at 5.41%. We designated this swap as a cash flow hedge.

In addition, we have a $25.0 million interest rate swap agreement outstanding as of September 30, 2014, that is designated as a cash flow hedge to protect against volatility in the interest rates on our floating rate notes maturing on July 28, 2015 (“Series B Notes”). Under this swap, we receive variable interest rate payments based on three-month LIBOR in return for making quarterly fixed rate payments. Including the applicable margin, the interest rate swap agreement effectively fixes the interest rate payable on the Series B Notes at 5.51%.

Foreign Exchange Rate Risk

During 2014, we entered into several foreign currency hedge contracts that were designated as cash flow hedges of forecasted transactions denominated in foreign currencies, which are described in more detail below.

We entered into a series of foreign currency contracts intended to hedge the currency risk associated with a portion of our forecasted Yen-denominated purchases of inventory from Daikyo Seiko Ltd. (“Daikyo”) made by West in the United States. As of September 30, 2014, there were three monthly contracts outstanding at ¥95.0 million ($0.9 million) each, for an aggregate notional amount of ¥285.0 million ($2.7 million).

We also entered into a series of foreign currency contracts to hedge the currency risk associated with a portion of our forecasted USD-denominated inventory purchases made by certain European subsidiaries. As of September 30, 2014, there were three monthly contracts outstanding at a monthly amount ranging from $1.4 million to $2.7 million, for an aggregate notional amount of $6.6 million.

Lastly, we entered into a series of foreign currency contracts to hedge the currency risk associated with a portion of our forecasted Euro-denominated sales of finished goods by one of our USD functional-currency subsidiaries. As of September 30, 2014, there were three monthly contracts outstanding at $1.5 million each, for an aggregate notional amount of $4.5 million.

At September 30, 2014, a portion of our debt consists of borrowings denominated in currencies other than the U.S. dollar. We have designated our €61.1 million ($77.5 million) Euro note B and our €21.0 million ($26.6 million) Euro-denominated borrowings under our multi-currency revolving credit facility as a hedge of our net investment in certain European subsidiaries. A cumulative foreign currency translation gain of $3.1 million pre-tax ($1.9 million after tax) on this debt was recorded within accumulated other comprehensive loss as of September 30, 2014. We have also designated our ¥500.0 million ($4.6 million) Yen-denominated borrowings under our multi-currency revolving credit facility as a hedge of our net investment in Daikyo. At September 30, 2014, there was a cumulative foreign currency translation gain on this Yen-denominated debt of $0.8 million pre-tax ($0.5 million after tax) which was also included within accumulated other comprehensive loss.

The following table summarizes the effects of derivative instruments designated as hedges on other comprehensive income (“OCI”) and earnings, net of tax:

	Amount of Gain (Loss) Recognized in OCI for					Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Three Months Ended September 30,					Three Months Ended September 30,
($ in millions)	2014		2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.5	$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	0.2		0.1			—			0.8		Cost of goods and services sold
Interest rate swap contracts	0.1		(0.2		)	0.4			0.4		Interest expense
Forward treasury locks	—		—			0.1			0.1		Interest expense
Total	$	0.8	$	(0.3	)	$	0.3		$	1.3
Net Investment Hedges:
Foreign currency-denominated debt	$	5.1	$	(2.5	)	$	—		$	—	Other expense (income)
Total	$	5.1	$	(2.5	)	$	—		$	—

	Amount of Gain (Loss) Recognized in OCI for						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for					Location of (Gain) Loss Reclassified from Accumulated OCI into Income
	Nine Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2014			2013			2014			2013
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(2.6	)	$	(0.1	)	$	—	Net sales
Foreign currency hedge contracts	0.3			—			—			2.3		Cost of goods and services sold
Interest rate swap contracts	(0.2		)	0.3			1.2			1.2		Interest expense
Forward treasury locks	—			—			0.2			0.2		Interest expense
Total	$	0.5		$	(2.3	)	$	1.3		$	3.7
Net Investment Hedges:
Foreign currency-denominated debt	$	5.6		$	(1.1	)	$	—		$	—	Other expense (income)
Total	$	5.6		$	(1.1	)	$	—		$	—

For the three and nine months ended September 30, 2014 and 2013, there was no material ineffectiveness related to our hedges.

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Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, net of tax, for the nine months endedSeptember 30, 2014:

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)
Other comprehensive loss before reclassifications	0.5			—		0.5			(42.2		)	(41.2		)
Amounts reclassified out	1.3			—		1.0			—			2.3
Other comprehensive income (loss), net of tax	1.8			—		1.5			(42.2		)	(38.9		)
Balance, September 30, 2014	$	(4.2	)	$	4.3	$	(45.5	)	$	(25.9	)	$	(71.3	)

A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table ($ in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
Detail of components	2014			2013			2014			2013			Location on Statement of Income
Gains (losses) on cash flow hedges:
Foreign currency contracts	$	0.2		$	(1.4	)	$	0.2		$	(3.8	)	Cost of goods and services sold
Interest rate swap contracts	(0.7		)	(0.7		)	(2.0		)	(1.9		)	Interest expense
Forward treasury locks	(0.1		)	—			(0.3		)	(0.3		)	Interest expense
Total before tax	(0.6		)	(2.1		)	(2.1		)	(6.0		)
Tax expense	0.3			0.8			0.8			2.3
Net of tax	$	(0.3	)	$	(1.3	)	$	(1.3	)	$	(3.7	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	—		$	—		$	(0.1	)	$	(0.1	)	(a)
Prior service cost	0.3			0.3			1.0			1.0			(a)
Actuarial losses	(0.8		)	(1.7		)	(2.4		)	(6.4		)	(a)
Total before tax	(0.5		)	(1.4		)	(1.5		)	(5.5		)
Tax expense	0.2			0.5			0.5			2.0
Net of tax	$	(0.3	)	$	(0.9	)	$	(1.0	)	$	(3.5	)
Total reclassifications for the period, net of tax	$	(0.6	)	$	(2.2	)	$	(2.3	)	$	(7.2	)

(a)     These components are included in the computation of net periodic benefit cost. Refer to Note 10, Benefit Plans, for additional details.

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Net Income Per Share (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
Net income	$ 31.0	$ 26.8	$ 95.7	$ 88.7
Weighted average common shares outstanding (in shares)	71.0	69.8	70.8	69.4
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method (in shares)	1.6	1.6	1.7	1.4
Assumed conversion of convertible debt, based on the if-converted method (in shares)	0	0	0	0.1
Weighted average shares assuming dilution (in shares)	72.6	71.4	72.5	70.9
Antidilutive options excluded from computation of diluted net income per share (in shares)	0.6		0.5	0.7

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

From time to time, we are involved in product liability matters and other legal proceedings and claims generally incidental to our normal business activities. 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. While the outcome of current proceedings cannot be accurately predicted, we believe their ultimate resolution should not have a material adverse effect on our business, financial condition, results of operations or liquidity.

There have been no significant changes to the commitments and contingencies included in our 2013 Annual Report.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories are valued at the lower of cost (on a first-in, first-out basis) or market. Inventory balances were as follows:

($ in millions)	September 30, 2014		December 31, 2013
Finished goods	$	82.0	$	80.0
Work in process	26.5		24.8
Raw materials	77.2		72.1
	$	185.7	$	176.9

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Reportable segments			2
Net sales	$ 355.9	$ 341.8	$ 1,071.6	$ 1,025.7
Operating profit	44.0	39.7	137.4	125.5
Loss on debt extinguishment	0	0	0	0.2
Interest expense	4.5	4.4	12.7	13.1
Interest income	1.8	0.4	2.7	1.4
Income before income taxes	41.3	35.7	127.4	113.6
Packaging Systems [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net sales	251.7	251.5	772.6	754.5
Operating profit	52.8	54.6	167.1	170.0
Delivery Systems [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net sales	104.4	90.8	299.5	272.3
Operating profit	4.8	(0.1)	8.3	3.4
Intersegment Sales [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net sales	(0.2)	(0.5)	(0.5)	(1.1)
Corporate [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit	(12.4)	(14.8)	(36.8)	(47.9)
Other Unallocated Item [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit	$ (1.2)	$ 0	$ (1.2)	$ 0

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Fair Value Measurements (Details 2) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Other Financial Instruments [Abstract]
Long-term debt, fair value	$ 320.7	$ 365.8
Long-term debt	$ 315.5	$ 371.3

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 246.8	$ 230.0
Accounts receivable, net	195.9	185.7
Inventories	185.7	176.9
Deferred income taxes	18.4	15.9
Other current assets	32.7	42.2
Total current assets	679.5	650.7
Property, plant and equipment	1,381.7	1,369.0
Less accumulated depreciation and amortization	686.9	657.3
Property, plant and equipment, net	694.8	711.7
Investments in affiliated companies	61.8	60.9
Goodwill	110.4	114.2
Deferred income taxes	60.5	61.8
Intangible assets, net	43.4	48.3
Other noncurrent assets	22.9	24.0
Total Assets	1,673.3	1,671.6
Current liabilities:
Notes payable and other current debt	27.2	2.2
Accounts payable	91.4	108.0
Pension and other postretirement benefits	2.1	2.2
Accrued salaries, wages and benefits	51.6	59.1
Income taxes payable	18.1	14.6
Other current liabilities	52.1	50.8
Total current liabilities	242.5	236.9
Long-term debt	315.5	371.3
Deferred income taxes	18.3	18.9
Pension and other postretirement benefits	75.0	83.1
Other long-term liabilities	51.9	55.0
Total Liabilities	703.2	765.2
Commitments and contingencies (Note 13)
Equity:
Preferred stock, 3.0 million shares authorized; 0 shares issued and outstanding	0	0
Common stock, $0.25 par value; 100.0 million shares authorized; issued: 71.2 million and 70.4 million; outstanding: 71.1 million and 70.2 million	17.8	17.6
Capital in excess of par value	149.1	120.0
Retained earnings	878.7	805.0
Accumulated other comprehensive loss	(71.3)	(32.4)
Treasury stock, at cost (0.1 million and 0.2 million shares)	(4.2)	(3.8)
Total Equity	970.1	906.4
Total Liabilities and Equity	$ 1,673.3	$ 1,671.6

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New Accounting Standards

9 Months Ended

Sep. 30, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

Recently Adopted Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. We adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

In March 2013, the FASB issued guidance that clarifies the application of U.S. GAAP to the release of cumulative translation adjustments related to changes of ownership in or within foreign entities, including step acquisitions. This guidance was adopted as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on our financial statements.

Standards Issued Not Yet Adopted

In August 2014, the FASB issued guidance which defines management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management is currently reviewing this guidance to determine the impact it may have, if any, on our financial statements.

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2016. Entities can choose to apply the guidance using either a full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that this guidance will have on our financial statements, if any, including which transition method it will adopt.

In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on our financial statements.

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Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Long-term Debt Obligations, Net of Current Maturities

The following table summarizes our long-term debt obligations, net of current maturities:

($ in millions)	September 30, 2014		December 31, 2013
Term loan, due 2014	$	—	$	0.1
Series B floating rate notes, due 2015	25.0		25.0
Euro note B, due 2016	77.5		84.1
Capital leases, due through 2016	0.3		0.4
Revolving credit facility, due 2017	31.2		53.7
Term loan, due 2018	39.8		41.3
Note payable, due 2019	0.3		0.3
Series A notes, due 2022	42.0		42.0
Series B notes, due 2024	53.0		53.0
Series C notes, due 2027	73.0		73.0
Convertible debt, due 2047	0.6		0.6
	342.7		373.5
Less: current portion of long-term debt	27.2		2.2
	$	315.5	$	371.3

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Effects of Derivative Instruments on OCI and Earnings (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	$ 0.8	$ (0.3)	$ 0.5	$ (2.3)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0.3	1.3	1.3	3.7
Net Investment Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	5.1	(2.5)	5.6	(1.1)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0	0	0	0
Foreign Currency Hedge Contracts [Member] | Net Sales [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0.5	(0.2)	0.4	(2.6)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	(0.2)	0	(0.1)	0
Foreign Currency Hedge Contracts [Member] | Cost of Goods and Services Sold [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0.2	0.1	0.3	0
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0	0.8	0	2.3
Interest Rate Swap Contracts [Member] | Interest Expense [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0.1	(0.2)	(0.2)	0.3
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0.4	0.4	1.2	1.2
Forward Treasury Locks [Member] | Interest Expense [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0	0	0	0
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0.1	0.1	0.2	0.2
Foreign Currency - Denominated Debt [Member] | Other Expense (Income) [Member] | Net Investment Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	5.1	(2.5)	5.6	(1.1)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	$ 0	$ 0	$ 0	$ 0

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Income Taxes

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items. For the three and nine months ended September 30, 2014, our effective tax rate was 28.2% and 27.8%, compared with 29.7% and 25.9% for the same periods in 2013.

The decrease in the third-quarter effective tax rate primarily reflects the impact of the $1.3 million discrete tax charge recorded during the three months ended September 30, 2013 resulting from the impact of the change in the enacted tax rate in the United Kingdom on our previously-recorded deferred tax asset balances, partially offset by the impact of the absence of the Research and Development ("R&D") tax credit in 2014. The R&D tax credit was retroactively reinstated in January 2013 for two years, from January 1, 2012 through December 31, 2013, as a result of the enactment of the American Taxpayer Relief Act of 2012 (the "Taxpayer Relief Act").

The year-to-date effective tax rate increased due to the items mentioned above, as well as changes in our geographic mix of earnings and the impact of the $1.3 million discrete tax benefit recorded during the three months ended March 31, 2013 related to the R&D tax credit for activities completed in 2012. In accordance with U.S. GAAP, although the Taxpayer Relief Act reinstated the tax credit on a retroactive basis to January 1, 2012, the credit was not taken into account for financial reporting purposes until 2013.