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Cover and table of contents

10-K 1 wst10k123116.htm 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2016

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)
Pennsylvania23-1210010
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
530 Herman O. West Drive, Exton, PA19341-0645
(Address of principal executive offices)(Zip Code)

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

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

Title of each className of each exchange on which registered
Common Stock, par value $.25 per shareNew York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 filerþAccelerated filero
Non-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2016 was approximately $5,555,781,688 based on the closing price as reported on the New York Stock Exchange.

As of January 31, 2017, there were 73,260,436 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

DocumentParts Into Which Incorporated
Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2017Part III

TABLE OF CONTENTS

PART IPage
ITEM 1.BUSINESS3
ITEM 1A.RISK FACTORS8
ITEM 1B.UNRESOLVED STAFF COMMENTS15
ITEM 2.PROPERTIES16
ITEM 3.LEGAL PROCEEDINGS17
ITEM 4.MINE SAFETY DISCLOSURES17
EXECUTIVE OFFICERS OF THE COMPANY17
PART II
ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES19
ITEM 6.SELECTED FINANCIAL DATA21
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS23
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK37
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA39
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE77
ITEM 9A.CONTROLS AND PROCEDURES78
ITEM 9B.OTHER INFORMATION78
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE79
ITEM 11.EXECUTIVE COMPENSATION79
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS80
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE81
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES81
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES81
SIGNATURES83
EXHIBIT INDEXF-1

PART I

Next: Item 1. BUSINESS