SECURITIES
AND EXCHANGE COMMISSION
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o
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TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Items
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1
to 3.
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Not
required; see Item 4 below.
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4.
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The
following are furnished for the Plan:
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(a) The
West Pharmaceutical Services, Inc. 401(k) Plan is subject to the Employee
Retirement Income Security Act of 1974 (“ERISA”) and is, therefore, filing
Plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA.
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(b) A
written consent of the accountant.
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Page
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1
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FINANCIAL
STATEMENTS:
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2
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3
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4
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SUPPLEMENTAL
INFORMATION:
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9
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10
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11
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F-1
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WEST PHARMACEUTICAL SERVICES, INC. 401(k)
PLAN
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||||||||||||
(formerly
West Pharmaceutical Services, Inc. Savings Plan)
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||||||||||||
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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||||||||||||
AS
OF DECEMBER 31, 2007 AND 2006
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||||||||||||
NONPARTICIPANT-
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PARTICIPANT-
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|||||||||||
TOTAL
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DIRECTED
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DIRECTED
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||||||||||
DECEMBER
31, 2007
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||||||||||||
Investments,
at fair value:
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||||||||||||
West
Pharmaceutical Services, Inc. Common Stock
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$ | 34,150,064 | $ | 34,150,064 | $ | - | ||||||
Mutual
funds
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52,347,360 | - | 52,347,360 | |||||||||
Collective
Trust Fund
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13,664,130 | - | 13,664,130 | |||||||||
Participant
promissory notes
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1,610,495 | - | 1,610,495 | |||||||||
Total
Investments
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101,772,049 | 34,150,064 | 67,621,985 | |||||||||
Cash
in money market fund
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154,217 | 154,217 | - | |||||||||
NET
ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE
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101,926,266 | 34,304,281 | 67,621,985 | |||||||||
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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(103,389 | ) | - | (103,389 | ) | |||||||
NET
ASSETS AVAILABLE FOR BENEFITS
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$ | 101,822,877 | $ | 34,304,281 | $ | 67,518,596 |
NONPARTICIPANT-
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PARTICIPANT-
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|||||||||||
TOTAL
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DIRECTED
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DIRECTED
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||||||||||
DECEMBER
31, 2006
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Investments,
at fair value:
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West
Pharmaceutical Services, Inc. Common Stock
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$ | 46,844,822 | $ | 46,844,822 | $ | - | ||||||
Mutual
funds
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45,699,333 | - | 45,699,333 | |||||||||
Collective
Trust Fund
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11,895,649 | - | 11,895,649 | |||||||||
Participant
promissory notes
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1,421,333 | - | 1,421,333 | |||||||||
Total
Investments
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105,861,137 | 46,844,822 | 59,016,315 | |||||||||
Cash
in money market fund
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250,376 | 250,376 | - | |||||||||
NET
ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE
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106,111,513 | 47,095,198 | 59,016,315 | |||||||||
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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114,468 | - | 114,468 | |||||||||
NET
ASSETS AVAILABLE FOR BENEFITS
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$ | 106,225,981 | $ | 47,095,198 | $ | 59,130,783 |
WEST PHARMACEUTICAL SERVICES, INC. 401(k)
PLAN
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(formerly
West Pharmaceutical Services, Inc. Savings Plan)
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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NONPARTICIPANT-
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PARTICIPANT-
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|||||||||||
TOTAL
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DIRECTED
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DIRECTED
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||||||||||
DECEMBER
31, 2007
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ADDITIONS:
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Interest
and dividend income
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$ | 5,638,319 | $ | 466,624 | $ | 5,171,695 | ||||||
Contributions
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||||||||||||
Employer
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2,258,792 | 2,258,792 | - | |||||||||
Employee
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5,518,488 | - | 5,518,488 | |||||||||
Net
depreciation in fair value of investments (Note C)
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(10,792,356 | ) | (9,117,692 | ) | (1,674,664 | ) | ||||||
Total
Additions
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2,623,243 | (6,392,276 | ) | 9,015,519 | ||||||||
DEDUCTIONS:
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Plan
withdrawals and liquidations
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(6,934,717 | ) | (2,037,359 | ) | (4,897,358 | ) | ||||||
Plan
expenses
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(91,630 | ) | (5,004 | ) | (86,626 | ) | ||||||
Interfund
transfers
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- | (4,039,383 | ) | 4,039,383 | ||||||||
Participant
loan withdrawals
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- | (316,895 | ) | 316,895 | ||||||||
Total
Deductions
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(7,026,347 | ) | (6,398,641 | ) | (627,706 | ) | ||||||
NET
(DECREASE) INCREASE
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(4,403,104 | ) | (12,790,917 | ) | 8,387,813 | |||||||
NET
ASSETS AVAILABLE FOR PLAN BENEFITS
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||||||||||||
Beginning
of the year
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106,225,981 | 47,095,198 | 59,130,783 | |||||||||
End
of the year
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$ | 101,822,877 | $ | 34,304,281 | $ | 67,518,596 |
NONPARTICIPANT-
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PARTICIPANT-
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|||||||||||
TOTAL
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DIRECTED
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DIRECTED
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||||||||||
DECEMBER
31, 2006
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ADDITIONS:
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Interest
and dividend income
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$ | 3,328,716 | $ | 459,783 | $ | 2,868,933 | ||||||
Contributions
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Employer
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1,259,533 | 1,259,533 | - | |||||||||
Employee
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4,234,173 | - | 4,234,173 | |||||||||
Net
appreciation in fair value of investments (Note C)
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27,984,536 | 24,287,639 | 3,696,897 | |||||||||
Total
Additions
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36,806,958 | 26,006,955 | 10,800,003 | |||||||||
DEDUCTIONS:
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||||||||||||
Plan
withdrawals and liquidations
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(4,178,436 | ) | (1,491,535 | ) | (2,686,901 | ) | ||||||
Plan
expenses
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(43,497 | ) | (3,455 | ) | (40,042 | ) | ||||||
Interfund
transfers
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- | (653,042 | ) | 653,042 | ||||||||
Participant
loan withdrawals
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- | (333,404 | ) | 333,404 | ||||||||
Total
Deductions
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(4,221,933 | ) | (2,481,436 | ) | (1,740,497 | ) | ||||||
NET
INCREASE
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32,585,025 | 23,525,519 | 9,059,506 | |||||||||
NET
ASSETS AVAILABLE FOR PLAN BENEFITS
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||||||||||||
Beginning
of the year
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73,640,956 | 23,569,679 | 50,071,277 | |||||||||
End
of the year
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$ | 106,225,981 | $ | 47,095,198 | $ | 59,130,783 |
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General
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The
West Pharmaceutical Services, Inc. Savings Plan is a defined contribution
plan covering all full-time employees of West Pharmaceutical Services,
Inc. (the "Company") who have completed three months of service and are at
least eighteen years of age. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (“ERISA”). Effective
January 1, 2007, the name of the plan was changed to West Pharmaceutical
Services, Inc. 401(k) Plan (the “Plan”) and the Plan was amended and
restated in compliance with the provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (“EGTRRA”), final 401(k) regulations,
safe harbor regulations and the Pension Protection Act of 2006.
Participants should refer to the Plan document for a more complete
description of the Plan's
provisions.
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Contributions
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Each
year, participants may contribute up to 15% of pre-tax annual compensation
and 12% of after-tax annual compensation, as defined by the
Plan. Total contributions may not exceed 20% of compensation.
Participants may also contribute amounts representing distributions from
other qualified defined benefit or contribution plans. The Plan
currently offers twenty-two mutual funds and one collective trust fund as
investment options for
participants.
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The
Company matches 100% of the first 3% of base compensation that a
participant contributes to the Plan and 50% of the next 2% of
contributions. Prior to January 1, 2007, participant contributions of up
to 6% of compensation were matched 50% by the Company. All employer
contributions are invested in West Pharmaceutical Services, Inc. common
stock.
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Effective
January 1, 2007, any participant, who has at least three years of service,
can elect to move any portion of their account that is invested in the
Company’s common stock into other investment options available under the
Plan. Prior to this amendment, only participants that had met certain age,
vesting and holding requirements were allowed to invest their employer
contributions in other available
funds.
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Years
of Continuous Service
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Percent
Vested
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Less
than 1
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0%
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1
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20%
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2
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40%
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3
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60%
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4
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80%
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5
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100%
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Basis
of Accounting
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The
accompanying financial statements of the Plan are prepared using the
accrual basis of accounting.
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Use
of Estimates
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The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
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The
Plan provides for various investment options in any combination of stocks,
mutual funds, and collective trust funds. Investment securities
are exposed to various risks, such as interest rate, market and
credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible
that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statements
of net assets available for benefits and the statements of changes in net
assets available for benefits.
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Valuation
of Investments and Income
Recognition
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The
Plan's investments are stated at fair value. West Pharmaceutical Services,
Inc. common stock is valued at the closing price on the New York Stock
Exchange on the last business day of the year. Shares of mutual funds are
valued at quoted market prices, which represent the net asset value of
shares held by the Plan at year-end. Units of the Collective
Trust Fund are valued at net asset value at year-end, based on the fair
value of the underlying investments. Investment contracts are reported at
fair value, with an appropriate adjustment to contract value for fully
benefit-responsive contracts. Contract value represents contributions made
to the collective trust fund, plus earnings, less participant withdrawals
and administrative expenses. Participant loans are valued at cost which
approximates fair value. Purchases and sales of investments are reflected
on a trade-date basis.
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The
Plan presents in the statements of changes in net assets available for
benefits the net appreciation (depreciation) in fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those
investments.
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Dividend
income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income. Interest income
is accrued when earned.
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2007
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Number
of Shares
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Fair
Value
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|||||||
West
Pharmaceutical Services, Inc. Common Stock
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841,342 | $ | 34,150,064 | * | ||||
Vanguard
500 Index Fund Investor Shares
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42,035 | 5,680,970 | ||||||
Vanguard
Capital Opportunity Fund
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141,720 | 5,218,140 | ||||||
Vanguard
Morgan Growth Fund Investor Shares
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458,928 | 8,967,448 | ||||||
Vanguard
Windsor II Fund Investor Shares
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479,598 | 14,992,248 | ||||||
Vanguard
Retirement Savings Trust
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13,560,741 | 13,560,741 |
2006
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Number
of Shares
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Fair
Value
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West
Pharmaceutical Services, Inc. Common Stock
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914,402 | $ | 46,844,822 | * | ||||
Vanguard
Morgan Growth Fund Investor Shares
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430,335 | 8,172,055 | ||||||
Vanguard
Windsor II Fund Investor Shares
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421,566 | 14,649,424 | ||||||
Vanguard
Retirement Savings Trust
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11,895,649 | 11,895,649 |
2007
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2006
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West
Stock Fund
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$ | (9,117,692 | ) | $ | 24,287,639 | |||
Mutual
funds
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(1,674,664 | ) | 3,696,897 | |||||
$ | (10,792,356 | ) | $ | 27,984,536 |
2007
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2006
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|||||||
Net
assets available for benefits per the financial statements
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$ | 101,822,877 | $ | 106,225,981 | ||||
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
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- | (114,468 | ) | |||||
Net
assets per Schedule H to the Form 5500
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$ | 101,822,877 | $ | 106,111,513 |
2007
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Net
decrease per the financial statements
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$ | (4,403,104 | ) | |
Net
change in adjustment from contract value to fair value for fully
benefit-responsive investment contracts
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114,468 | |||
Net
loss per Schedule H of Form 5500
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$ | (4,288,636 | ) |
WEST PHARMACEUTICAL SERVICES, INC. 401(k)
PLAN
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(formerly
West Pharmaceutical Services, Inc. Savings Plan)
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SCHEDULE
H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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AS
OF DECEMBER 31, 2007
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PLAN
EIN: 23-1210010
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|||||||||||
PLAN
NUMBER: 008
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|||||||||||
(a)
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(b)
Identity of Issue
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(c)
Description
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(d)
Cost
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(e)
Current Value
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|||||||
*
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American
Funds EuroPacific Growth Fund
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Mutual
Fund
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$ | 2,300,085 | $ | 2,511,359 | |||||
*
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Franklin
Balance Sheet Investment Shares
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Mutual
Fund
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1,324,039 | 1,264,847 | |||||||
*
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T.
Rowe Price Mid-Cap Value Fund
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Mutual
Fund
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2,299,076 | 2,175,338 | |||||||
*
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Templeton
Foreign Fund
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Mutual
Fund
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1,020,774 | 1,058,929 | |||||||
*
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Vanguard
500 Index Investor Shares
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Mutual
Fund
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4,305,838 | 5,680,970 | |||||||
*
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Vanguard
Capital Opportunity Fund
|
Mutual
Fund
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3,916,762 | 5,218,140 | |||||||
*
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Vanguard
Explorer Fund
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Mutual
Fund
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894,846 | 856,634 | |||||||
*
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Vanguard
Extended Market Index Fund Investor Shares
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Mutual
Fund
|
728,357 | 811,371 | |||||||
*
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Vanguard
Growth and Income Fund Investor Shares
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Mutual
Fund
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1,764,185 | 1,945,938 | |||||||
*
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Vanguard
Morgan Growth Fund Investor Shares
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Mutual
Fund
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6,647,392 | 8,967,448 | |||||||
*
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Vanguard
Target Retirement 2005 Fund
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Mutual
Fund
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10 | 10 | |||||||
*
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Vanguard
Target Retirement 2010 Fund
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Mutual
Fund
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1,010 | 1,010 | |||||||
*
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Vanguard
Target Retirement 2015 Fund
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Mutual
Fund
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64 | 64 | |||||||
*
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Vanguard
Target Retirement 2020 Fund
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Mutual
Fund
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6,334 | 6,331 | |||||||
*
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Vanguard
Target Retirement 2025 Fund
|
Mutual
Fund
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5,383 | 5,381 | |||||||
*
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Vanguard
Target Retirement 2030 Fund
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Mutual
Fund
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10 | 10 | |||||||
*
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Vanguard
Target Retirement 2035 Fund
|
Mutual
Fund
|
323 | 320 | |||||||
*
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Vanguard
Target Retirement 2040 Fund
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Mutual
Fund
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10 | 10 | |||||||
*
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Vanguard
Target Retirement Income
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Mutual
Fund
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10 | 10 | |||||||
*
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Vanguard
Total Bond Market Index Fund
|
Mutual
Fund
|
2,440,394 | 2,460,664 | |||||||
*
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Vanguard
Wellington Fund Investor Shares
|
Mutual
Fund
|
4,097,885 | 4,390,328 | |||||||
*
|
Vanguard
Windsor II Fund Investor Shares
|
Mutual
Fund
|
13,030,729 | 14,992,248 | |||||||
*
|
Vanguard
Retirement Savings Trust
|
Collective
Trust Fund
|
13,560,741 | 13,560,741 | |||||||
*
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West
Pharmaceutical Services, Inc. Common Stock
|
Company
Stock
|
14,234,837 | 34,150,064 | |||||||
*
|
Vanguard
Prime Money Market Fund
|
Money
Market Fund
|
154,217 | 154,217 | |||||||
Participant
Loans
|
4%
- 9.25%
|
- | 1,610,495 | ||||||||
$ | 72,733,311 | $ | 101,822,877 | ||||||||
*
|
Party-in-interest
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||||||||||
WEST PHARMACEUTICAL SERVICES, INC. 401(k)
PLAN
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(formerly
West Pharmaceutical Services, Inc. Savings Plan)
|
|||||||||||||||||||||
SCHEDULE
H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS *
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|||||||||||||||||||||
FOR
THE YEAR ENDED DECEMBER 31, 2007
|
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PLAN
EIN: 23-1210010
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|||||||||||||||||||||
PLAN
NUMBER: 008
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|||||||||||||||||||||
(a)
Identity of Party Involved
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(b)
Description of Asset
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(c)
Purchase Price
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(d)
Selling Price
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(g)
Cost of Asset
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(h)
Current Value of Asset
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(i)
Net Gain
|
|||||||||||||||
The
Vanguard Group
|
West
Pharmaceutical Services, Inc. Common Stock
|
$ | 2,986,062 | $ | - | $ | - | $ | 2,986,062 | $ | - | ||||||||||
The
Vanguard Group
|
West
Pharmaceutical Services, Inc. Common Stock
|
- | 6,659,288 | 2,224,514 | 6,659,288 | 4,434,774 | |||||||||||||||
*
|
Transactions
or a series of transactions in excess of 5% of the current value of the
Plan’s assets as of the beginning of the Plan year as defined in Section
2520.103-6 of the
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WEST
PHARMACEUTICAL SERVICES, INC. 401(k) PLAN
|
By: /s/ William J. Federici
|
William
J. Federici
Plan
Administrator
|
Exhibit
Number
|
Description
|
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|