West Pharmaceutical Services (WST) 10-K risk factor changes: FY2021 vs FY2020

Our results of operations and financial condition may be adversely affected by the [added: ongoing] COVID-19 pandemic and other public health epidemics.

Sales outside of the U.S. accounted for [removed: 54.6%] [added: 57.7%] of our consolidated net sales in [removed: 2020] [added: 2021] and we anticipate that sales from international operations will continue to represent a significant portion of our total sales in the future.

In addition, many of our manufacturing facilities and suppliers are located outside of the U.S. [removed: Further,] [added: and] we intend to continue our expansion into emerging and/or faster-growing [removed: markets outside of the U.S. in the future.][added: international markets.]

In order to reduce our exposure to fluctuations in [removed: certain] [added: foreign currency] exchange rates, we have entered, and expect to continue to enter, into hedging arrangements, including the use of financial derivatives.

The design, [removed: manufacture] [added: manufacturing] and marketing of pharmaceutical packaging and medical devices involve certain inherent risks.

Please refer to Note 3, [removed: *[Revenue](#ic7db5523d9d74649b8592a121b55d512_94)*,] [added: *[Revenue](#i7740c5f96d394ffd8fb3d2ec72cdae75_85)*,] for the discussion of the voluntary recall of our Vial2Bag® product line.

Please refer to Note 7, *[Affiliated [removed: Companies](#ic7db5523d9d74649b8592a121b55d512_109),*] [added: Companies](#i7740c5f96d394ffd8fb3d2ec72cdae75_97),*] for information relating to the increase in our ownership interest in Daikyo in 2019.

[removed: The] [added: For example, the] design, development, manufacturing, marketing and labeling of certain of our products and our customers’ products that incorporate our products are subject to regulation by governmental authorities in the U.S., Europe and other countries, including the FDA, the European Medicines Agency and the National Medical Products Administration (China).

Failure to comply with applicable regulatory requirements or failure to obtain regulatory approval for a new product could [removed: result in expenses and actions] [added: subject us to fines, sanctions or other penalties] that could [removed: adversely] [added: negatively] affect our [removed: business and] [added: reputation, business,] financial [removed: performance.][added: condition, and results of operations.]

The [removed: manufacture] [added: manufacturing] of some of our products has involved, and may continue to involve, the use, transportation, storage, and disposal of hazardous or toxic materials and is subject to various environmental protection and occupational health and safety laws and regulations in the countries in which we operate.

In addition, if legislation or regulations are enacted or promulgated in the U.S., [removed: Europe or] [added: Europe,] Asia or any other jurisdictions in which we do business that limit or reduce allowable greenhouse gas emissions and other emissions, such restrictions could have a significant effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions, and our results of operations.

Investing in our common stock involves a high degree of risk.

You should consider and carefully read all of the risks and uncertainties described below, as well as other information included in this Annual Report and in our other public filings.

The risks described below are not the only ones facing us.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations.

In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.

This Form 10-K also contains forward-looking statements and estimates that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Our operations expose us to risks associated with a pandemic, or outbreak of contagious diseases in the human population, including the COVID‑19 pandemic.

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, created significant volatility and disruption of financial markets and has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.

Notwithstanding our level of continued operations, the COVID-19 pandemic, or similar public health concerns in the future, may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking.

The COVID-19 pandemic is adversely affecting the economies and financial markets of many countries and could result in an economic downturn.

Any resulting economic downturn could adversely affect our business, financial condition, demand for our products, services, and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials.

In addition, the ability of our employees and our suppliers' and customers' employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above, which may significantly hamper our production throughout the supply chain and constrict distribution channels.

The extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including the duration of the pandemic, variants of the virus and the effectiveness of actions taken to contain or mitigate its effects.

We are unable to predict the potential future impact that the COVID‑19 pandemic will have on our business, financial condition or results of operations.

We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks.

A significant portion of our revenues and earnings are generated internationally.

The functional currency for most of our foreign operations is the applicable local currency.

As a result, fluctuations in foreign currency exchange rates affect the results of our operations and the value of our foreign assets and liabilities, which in turn may adversely affect results of operations and cash flows and the comparability of period-to-period results of operations.

Foreign governmental policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations.

Given the unpredictability and volatility of foreign currency exchange rates, ongoing or unusual volatility may adversely impact our business and financial conditions.

LIBOR is currently calculated and published for various currencies and periods by the benchmark’s administrator, ICE Benchmark Administration Limited ("IBA"), which is regulated for such purposes by the United Kingdom’s Financial Conduct Authority ("FCA").

On March 5, 2021, the IBA confirmed that it would cease the publication of the one-week and two-month U.S. dollar LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the publication of all other U.S. dollar LIBOR settings will cease or be deemed unrepresentative after June 30, 2023.

Accordingly, in the near future LIBOR will cease being a widely used benchmark interest rate.

The current and any future reforms and other pressures may cause LIBOR to be replaced with a new benchmark or to perform differently than in the past, including during the transition period.

The Credit Agreement Amendment contemplates a procedure for transitioning from LIBOR upon the occurrence of specified events.

Nevertheless, the consequences of these market developments cannot be entirely predicted and a transition from LIBOR, even if administered consistent with the credit facility’s provisions, could increase the cost of our variable rate indebtedness.

As a multinational corporation with operations and distribution channels throughout the world, we are subject to and must comply with extensive laws and regulations in the United States and other jurisdictions in which we have operations and distribution channels.

The global nature of our business also means legal and compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy, and other regulatory matters, will continue to exist and additional legal proceedings and other contingencies will arise from time to time, which could adversely affect us.

In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may result in significant unanticipated legal and reputational risks.

Any current or future legal or regulatory proceedings could divert management's attention from our operations and result in substantial legal fees.

We earn a substantial portion of our income in foreign countries and, as such, we are subject to the tax laws in the United States and numerous foreign jurisdictions.

Current economic and political conditions make tax laws and regulations, or their interpretation and application, in any jurisdiction subject to significant change.

Proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on foreign earnings and could increase the U.S. corporate tax rate.

Although we cannot predict whether or in what form these proposals may pass, several of the proposals considered, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense and cash flows.

We utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters.

These rulings and agreements expire from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.

The impact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

We are also subject to the examination of our tax returns by the United States Internal Revenue Service (“IRS”) and other tax authorities.

We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for income taxes.

The statements in this section describe material risks to our business and should be considered carefully.

In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

Our results of operations and financial condition may be adversely affected if the progression of the COVID-19 pandemic interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners, to carry out and deliver on business obligations.

COVID-19 may have an adverse effect on our operations, supply chains and distribution systems.

Known potential impacts are illness in our workforce as well as a reduction in access to raw materials for production and access to transportation of product.

There could be other unknown and unforeseeable impacts.

These impacts have increased and may continue to increase our expenses, including costs associated with preventive and precautionary measures that we, companies with which we conduct business and governments are taking.

Government measures include actions that restrict or prohibit travel, which in turn may impact our operations by limiting our employees’ ability to come to work, or the employees of companies upon which our supply chain depends.

The impacts of the pandemic and the aforesaid measures taken by other companies and governments may cause us to experience significant and unpredictable reductions or increases in demand for certain of our products.

This is especially possible in the event customers re-prioritize their needs due to the changing environment.

Despite our efforts to manage these COVID-19 related risks, their ultimate impact on the Company will be determined by factors beyond our knowledge or control, including the duration of COVID-19 and further actions taken to control its spread and mitigate its public health effects.

Changes in foreign currency exchange rates could have a material adverse effect on our business and/or results of operations.

Our business is subject to foreign currency exchange rate fluctuations.

Virtually all of our international sales, assets and related operating costs and expenses are earned, valued or incurred in the currency of the local country, primarily the Euro, the Singapore Dollar (“SGD”), and the Danish Krone.

In addition, we are exposed to Japanese Yen (“Yen”), as we maintain a 49% ownership interest in, and we purchase finished goods and other materials from, Daikyo.

We are also exposed to currencies in emerging market countries, such as the Chinese Yuan, the Indian Rupee, the South Korean Won, and various South American currencies.

Our consolidated financial statements are presented in USD, and, therefore, we must translate the reported values of our foreign assets, liabilities, revenues, and expenses into USD, which can result in significant fluctuations in the amount of those assets, liabilities, revenues, or expenses.

The exchange rates between these foreign currencies and USD in recent years have fluctuated significantly and may continue to do so in the future.

Increases or decreases in the value of USD compared to these foreign currencies may negatively affect the value of these items in our consolidated financial statements, which could have a material adverse effect on our operating results.

In addition to translation risks, we incur currency transaction risk when we or one of our subsidiaries enters into a purchase or sales transaction in a currency other than that entity’s local currency.

LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform.

In July 2017, the U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021.

Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

If the method for calculation of LIBOR changes, if LIBOR is no longer available or if lenders have increased costs due to changes in LIBOR, we may suffer from potential increases in interest rates on our variable-rate debt, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Further, we may need to amend our Credit Agreement and Term Loan in connection with the replacement of LIBOR with the new standard that is established.

We will continue to monitor the proposals for reform relating to LIBOR.

Changes in U.S. social, political, regulatory, and economic conditions, or in laws and policies governing foreign trade, manufacturing, development, immigration, and investment, could have an adverse effect on our financial condition, results of operations and cash flows.

The re-measured results excluding effects from currency translation, the impact from acquisitions and/or divestitures, and excluding the effects of unallocated items are not in conformity with U.S. [removed: GAAP] [added: Generally Accepted Accounting Principles ("GAAP")] and should not be used as a substitute for the comparable U.S. GAAP financial measures.

[removed: 2020 Financial] [added: Financial] Performance Summary

| Restructuring and severance related charges [added: (1)] | | | 7.0 | | | | | | 1.7 | | | | | | 5.3 | | | | | | 0.07 | | |

| Pension settlement [removed: (1)] [added: (2)] | | | — | | | | | | 0.9 | | | | | | 2.9 | | | | | | 0.04 | | |

| Amortization of acquisition-related intangible assets [removed: (2)] [added: (3)] | | | 0.6 | | | | | | 0.1 | | | | | | 3.6 | | | | | | 0.05 | | |

| Cost investment impairment [added: (5)] | | | 2.5 | | | | | | — | | | | | | 2.5 | | | | | | 0.03 | | |

| Restructuring and related charges [added: (1)] | | | 4.9 | | | | | | 1.2 | | | | | | 3.7 | | | | | | 0.04 | | |

| Pension settlement [removed: (1)] [added: (2)] | | | — | | | | | | 0.8 | | | | | | 2.7 | | | | | | 0.04 | | |

| Tax [removed: Recovery (3)] [added: recovery (8)] | | | (4.4) | | | | | | (1.5) | | | | | | (2.9) | | | | | | (0.04) | | |

| Tax law [removed: Changes (4)] [added: changes (7)] | | | — | | | | | | 0.3 | | | | | | (0.3) | | | | | | — | | |

| Tax law [removed: Changes (4)] [added: changes (7)] | | | — | | | | | | [removed: 2.5] [added: 1.4] | | | | | | [removed: (2.5)] [added: (1.4)] | | | | | | [removed: (0.03)] [added: (0.02)] | | |

| Year ended December 31, [removed: 2018] [added: 2021] adjusted amounts (non-U.S. GAAP) | | | $ | [removed: 249.4] [added: 762.4] | | | | | $ | [removed: 45.6] [added: 128.0] | | | | | $ | [removed: 211.8] [added: 655.2] | | | | | $ | [removed: 2.81] [added: 8.58] | |

During [removed: 2018,] [added: 2021,] we recorded a tax benefit of [removed: $14.3] [added: $31.5] million associated with stock-based compensation.

[removed: (1)] [added: (2)] The Company recorded a pension settlement charge within other nonoperating (income) expense, as it determined that normal-course lump-sum payments for [removed: each of] our U.S. [removed: qualified] [added: qualified,] and [removed: non-qualified] [added: in 2020 and 2019 our non-qualified,] defined benefit pension plan exceeded the threshold for settlement accounting.

[removed: (2) The Company] [added: During 2020, the company] recorded $0.6 million of amortization expense within operating profit associated with an acquisition of an intangible asset during the second quarter of 2020.

[removed: (3)] [added: (8)] The Company recorded a net tax recovery related to previously-paid international excise taxes, following a favorable court ruling.

[removed: (4) The] [added: During 2019, the] Company recorded a net tax benefit [removed: in December 31, 2019 and December 31, 2018] of $0.3 million [removed: and $2.5 million, respectively,] due to the impact of federal law changes enacted during the respective [removed: years.][added: year.]

| ($ in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020/2019] [added: 2021/2020] | | | | | | [removed: 2019/2018] [added: 2020/2019] | | |

| Proprietary Products | | | $ | [removed: 1,648.6] [added: 2,317.3] | | | | | $ | [removed: 1,398.6] [added: 1,648.6] | | | | | $ | [removed: 1,308.6] [added: 1,398.6] | | | | | [removed: 17.9] [added: 40.6] | | % | | | | [removed: 6.9] [added: 17.9] | | % |

| Contract-Manufactured Products | | | [removed: 498.6] [added: 514.7] | | | | | | [removed: 441.5] [added: 498.6] | | | | | | [removed: 409.1] [added: 441.5] | | | | | | [removed: 12.9] [added: 3.2] | | % | | | | [removed: 7.9] [added: 12.9] | | % |

| Intersegment sales elimination | | | [removed: (0.3)] [added: (0.4)] | | | | | | [removed: (0.2)] [added: (0.3)] | | | | | | [removed: (0.3)] [added: (0.2)] | | | | | | [removed: 50.0] [added: 33.3] | | % | | | | [removed: (33.3)] [added: 50.0] | | % |

| Consolidated net sales | | | $ | [removed: 2,146.9] [added: 2,831.6] | | | | | $ | [removed: 1,839.9] [added: 2,146.9] | | | | | $ | [removed: 1,717.4] [added: 1,839.9] | | | | | [removed: 16.7] [added: 31.9] | | % | | | | [removed: 7.1] [added: 16.7] | | % |

Proprietary [removed: Products –] [added: Products –] Proprietary Products net sales increased by $250.0 million, or 17.9%, in 2020, including a favorable foreign currency translation impact of $2.2 million.

Contract-Manufactured [removed: Products –] [added: Products –] Contract-Manufactured Products net sales increased by $57.1 million, or 12.9%, in 2020, including a favorable foreign currency translation impact of $3.5 million.

Consolidated net sales increased by [removed: $122.5] [added: $684.7] million, or [removed: 7.1%,] [added: 31.9%,] in [removed: 2019,] [added: 2021,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $52.2] [added: $53.5] million.

Excluding foreign currency translation effects, [removed: as well as incremental sales of $3.3 million from the acquisition of our distributor in South Korea in 2019,] consolidated net sales increased by [removed: $171.4 million] [added: $631.2 million,] or [removed: 10.0%.][added: 29.4%.]

Proprietary [removed: Products –] [added: Products –] Proprietary Products net sales increased by [removed: $90.0] [added: $668.7] million, or [removed: 6.9%,] [added: 40.6%,] in [removed: 2019,] [added: 2021,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $43.1] [added: $46.1] million.

Excluding foreign currency translation effects, [removed: as well as incremental sales of $3.3 million from the acquisition of our distributor in South Korea in 2019,] net sales increased by [removed: $129.8] [added: $622.6] million, or [removed: 9.9%,] [added: 37.8%,] primarily due to growth in our high-value product offerings, including [removed: our Daikyo components, our ready-to-use seals, stoppers, and plungers, our NovaPure® components and Crystal Zenith products, and our self-injection systems] [added: Westar®, NovaPure®, Daikyo®,] and [removed: FluroTec-coated] [added: FluroTec®-coated] components.

Contract-Manufactured [removed: Products –] [added: Products –] Contract-Manufactured Products net sales increased by [removed: $32.4] [added: $16.1] million, or [removed: 7.9%,] [added: 3.2%,] in [removed: 2019,] [added: 2021,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $9.1] [added: $7.4] million.

Excluding foreign currency translation effects, net sales increased by [removed: $41.5] [added: $8.6] million, or [removed: 10.1%,] [added: 1.7%,] due to an increase [added: primarily] in the sale of healthcare-related [removed: injection and diagnostic] [added: medical] devices.

The following table presents gross profit and related gross margins, consolidated and by reportable [removed: segment:][added: segment and by unallocated:]

| Gross profit | | | $ | [removed: 682.2] [added: 1,093.9] | | | | | $ | [removed: 540.4] [added: 682.2] | | | | | $ | [removed: 485.4] [added: 540.4] | | | | | [removed: 26.2] [added: 60.3] | | % | | | | [removed: 11.3] [added: 26.2] | | % |

| Gross profit margin | | | [removed: 41.4] [added: 47.2] | | % | | | | [removed: 38.6] [added: 41.4] | | % | | | | [removed: 37.1] [added: 38.6] | | % | | | | | | | | | | | | |

| Gross profit | | | $ | [removed: 85.6] [added: 83.8] | | | | | $ | [removed: 65.5] [added: 85.6] | | | | | $ | [removed: 60.0] [added: 65.5] | | | | | [removed: 30.7] [added: (2.1)] | | % | | | | [removed: 9.2] [added: 30.7] | | % |

| Gross profit margin | | | [removed: 17.2] [added: 16.3] | | % | | | | [removed: 14.8] [added: 17.2] | | % | | | | [removed: 14.7] [added: 14.8] | | % | | | | | | | | | | | | |

| Unallocated items | | | $ | [removed: —] [added: (1.9)] | | | | | $ | [removed: (0.2)] [added: —] | | | | | $ | [removed: —] [added: (0.2)] | | | | | | | | | | | | | |

| Consolidated gross profit | | | $ | [removed: 767.8] [added: 1,175.8] | | | | | $ | [removed: 605.7] [added: 767.8] | | | | | $ | [removed: 545.4] [added: 605.7] | | | | | [removed: 26.8] [added: 53.1] | | % | | | | [removed: 11.1] [added: 26.8] | | % |

| Consolidated gross profit margin | | | [removed: 35.8] [added: 41.5] | | % | | | | [removed: 32.9] [added: 35.8] | | % | | | | [removed: 31.8] [added: 32.9] | | % | | | | | | | | | | | | |

Proprietary [removed: Products –] [added: Products –] Proprietary Products gross profit increased by $141.8 million, or 26.2%, in 2020, including a favorable foreign currency translation impact of $0.3 million.

Contract-Manufactured [removed: Products –] [added: Products –] Contract-Manufactured Products gross profit increased by $20.1 million, or 30.7%, in 2020, including a favorable foreign currency translation impact of $0.7 million.

Impact of COVID-19

It has been nearly two years since the COVID-19 pandemic began and there remains uncertainty around the long-term impact of the pandemic on the world economy.

Our primary objectives have remained the same throughout the pandemic: to support the safety of our team members and their families and continue to support patients around the world.

Throughout the COVID-19 pandemic, our production facilities have continued to operate as they had prior to the pandemic, other than for enhanced safety measures intended to prevent the spread of the virus and higher levels of production at certain plant locations to meet additional customer demand.

Our capital and financial resources, including overall liquidity, remain strong.

The remote working arrangements and travel restrictions imposed by various governments have had limited impact on our ability to maintain operations, as our manufacturing operations have generally been exempted from stay-at-home orders.

However, we cannot predict the impact of the progression of the COVID-19 pandemic on future results due to a variety of factors, including the continued good health of our employees, the ability of suppliers to continue to operate and deliver, the ability of West and its customers to maintain operations, continued access to transportation resources, the changing needs and priorities of customers, any further government and/or public actions taken in response to the pandemic and ultimately the length of the pandemic.

We will continue to closely monitor the COVID-19 pandemic in order to ensure the safety of our people and our ability to serve our customers and patients worldwide.

Components of and Key Factors Influencing Our Results of Operations

In assessing the performance of our business, we consider a variety of performance and financial measures.

We believe the items discussed below provide insight into the factors that affect these key measures.

*Net Sales*

Several factors affect our reported net sales in any period, including product, payer and geographic sales mix, operational effectiveness, pricing realization, timing of orders and shipments, regulatory actions, competition, and business acquisitions that involve our customers or competitors.

*Cost of goods and services sold and gross profit*

Cost of goods and services sold includes personnel costs, manufacturing costs, raw materials and product costs, freight costs, depreciation, and facility costs associated with our manufacturing and warehouse facilities.

Fluctuations in our cost of goods sold correspond with the fluctuations in sales units as well as inflationary and other market factors that influence our cost base.

Gross profit is calculated as net sales less cost of goods sold.

Our gross profit is affected by product and geographic sales mix, realized pricing of our products, the efficiency of our manufacturing operations and the costs of materials used to make our products.

*Research and development expenses*

Research and development expenses relate to our investments in improvements to our manufacturing processes, product enhancements, and additional investments in our self-injection systems development, fluid transfer admixture devices, elastomeric packaging components, and formulation development.

We expense research and development costs as incurred.

Our research and development expenses fluctuate from period to period primarily based on the ongoing improvements to our manufacturing processes and product enhancements.

*Selling, general and administrative expenses*

Selling, general and administrative expenses primarily include personnel costs, incentive compensation, insurance, professional fees, and depreciation.

| Year ended December 31, 2021 GAAP | | | $ | 752.3 | | | | | $ | 107.2 | | | | | $ | 661.8 | | | | | $ | 8.67 | |

| Restructuring and related charges (1) | | | 2.2 | | | | | | 0.4 | | | | | | 1.8 | | | | | | 0.02 | | |

| Pension settlement (2) | | | — | | | | | | 0.5 | | | | | | 1.5 | | | | | | 0.02 | | |

| Amortization of acquisition-related intangible assets (3) | | | 0.8 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

| Asset impairment (4) | | | 2.8 | | | | | | — | | | | | | 2.8 | | | | | | 0.04 | | |

| Cost investment activity (5) | | | 4.3 | | | | | | (0.1) | | | | | | 4.4 | | | | | | 0.06 | | |

| Royalty acceleration (6) | | | — | | | | | | 18.5 | | | | | | (18.5) | | | | | | (0.25) | | |

| Unallocated items: | | | | | | | | | | | | | | | | | | | | | | | |

(1) During 2021 and 2020, the Company recorded a restructuring and severance related charge of $2.2 million and $7.0 million, respectively, to optimize certain organizational structure within the Company.

During 2019, the Company recorded $4.9 million in restructuring and related charges in connection with the 2018 plan.

(3) During 2021, the company recorded $0.8 million of amortization expense within operating profit associated with an acquisition of an intangible asset during the second quarter of 2020.

Additionally, the company recorded $2.1 million of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

(4) The Company recorded a $2.8 million impairment charge for certain long-lived and intangible assets within the Proprietary Products segment as it determined the carrying value exceeded the fair value of the assets.

$1.9 million of this charge is recorded in Cost of Goods Sold and $0.9 million of the charge is recorded in Selling, General, and Administrative expense, due to the nature of the impaired assets.

(5) During 2021, the net cost investment activity was $4.3 million, inclusive of an impairment charge of $4.6 million offset by a $0.3 million gain on the sale of a cost investment.

During 2020, the Company recorded a cost investment impairment charge of $2.5 million.

| Year ended December 31, 2018 GAAP | | | $ | 240.3 | | | | | $ | 41.4 | | | | | $ | 206.9 | | | | | $ | 2.74 | |

| Restructuring and related charges | | | 9.1 | | | | | | 1.9 | | | | | | 7.2 | | | | | | 0.09 | | |

| Gain on restructuring-related sale of assets | | | (1.1) | | | | | | (0.2) | | | | | | (0.9) | | | | | | (0.01) | | |

| Argentina currency devaluation | | | 1.1 | | | | | | — | | | | | | 1.1 | | | | | | 0.02 | | |

2019 compared to 2018

Contract-Manufactured Products gross profit margin increased by 0.1 margin points in 2019, due to production efficiencies and lower material costs, partially offset by increased overhead costs and an unfavorable mix of products sold.

Consolidated R&D costs decreased by $1.4 million, or 3.5%, in 2019, primarily due to an increase in customer-funded R&D projects via customer development agreements.

Proprietary Products – Proprietary Products SG&A costs increased by $4.9 million, or 2.6%, in 2019, primarily due to an increase in compensation costs, incremental costs associated with our voluntary recall and the acquisition of our distributor in South Korea in 2019, partially offset by ongoing cost control measures.

Foreign currency translation decreased Proprietary Products SG&A costs by $0.3 million.

Contract-Manufactured Products – Contract-Manufactured Products SG&A costs decreased by $0.3 million, or 1.8%, in 2019, due to ongoing cost control measures.

Corporate and unallocated items – Corporate SG&A costs increased by $5.2 million, or 8.5%, in 2019, primarily due to increases in stock-based compensation costs and incentive compensation costs, partially offset by a decrease in U.S. pension costs due to the cessation of our U.S. qualified and non-qualified defined benefit pension plans as of January 1, 2019 (except for interest crediting) and ongoing cost control measures.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We expect that our 2020 restructuring plan will provide annualized savings in the range of $3.5 million to $4.5 million.

Proprietary Products – Proprietary Products other expense (income) decreased by $4.3 million in 2019, primarily due to increased contingent consideration costs.

Please refer to Note 12, [Fair Value Measurements](#ic7db5523d9d74649b8592a121b55d512_133), for further discussion of this item.

Contract-Manufactured Products – Contract-Manufactured Products other expense (income) changed by $1.0 million in 2019, primarily due to a decrease in gains on the sale of fixed assets during 2019.

Corporate and unallocated items – Corporate and unallocated items changed by $9.7 million in 2019.

During 2019, we recorded $4.9 million in restructuring and related charges, a $1.9 million gain on the sale of fixed assets as a result of our restructuring plan, and a charge of $1.0 million as a result of the continued devaluation of Argentina’s currency.

In addition, during 2019, we recognized a tax recovery of $4.7 million related to previously-paid international excise taxes, following a favorable court ruling.

Please refer to Note 16, [Other Expense (Income)](#ic7db5523d9d74649b8592a121b55d512_151), for further discussion of these items.

Contract-Manufactured Products – Contract-Manufactured Products operating profit increased by $4.8 million, or 10.8%, in 2019, due to the factors described above.

Interest expense, net, decreased by $1.6 million, or 25.4%, in 2019, due to an increase in interest income in 2019 resulting from higher interest rates on our deposit accounts and higher average cash and cash equivalents balances.

Effective January 1, 2019, except for interest crediting, benefit accruals under these defined benefit pension plans ceased.

During 2018, we recorded a net tax benefit of $2.5 million for the estimated impact of the 2017 Tax Act and a tax benefit of $14.3 million associated with stock-based compensation.

Net cash used in investing activities increased by $127.2 million in 2019, primarily due to the increase in our ownership interest in Daikyo, an increase in capital expenditures, and the acquisition of our distributor in South Korea in 2019.

Net cash used in financing activities decreased by $43.9 million in 2019, primarily due to borrowings of $90.0 million under our Term Loan, partially offset by net repayments of our outstanding long-term borrowings under our Credit Facility and increases in purchases under our share repurchases programs and dividend payments.

Working capital - Working capital at December 31, 2020 increased by $153.2 million, or 21.4%, as compared to December 31, 2019, including an increase of $3.2 million due to foreign currency translation.

Please refer to Note 10, *[Debt](#ic7db5523d9d74649b8592a121b55d512_121)*, for further discussion of our Credit Facility.

The following table summarizes our commitments and contractual obligations at December 31, 2020.

These obligations are not expected to have a material impact on liquidity.

| | | | | | | Payments Due By Period | | | | | | | | | | | |

| ($ in millions) | | | Total | | | Less than 1 year | | | 1 - 3 years (through 2023) | | | 3 - 5 years (through 2025) | | | More than 5 years | | |

| Purchase obligations (1) | | | $ | 118.4 | | $ | 41.4 | | $ | 76.6 | | $ | 0.4 | | $ | — | |

| Debt (excluding unamortized debt issuance costs) | | | 255.8 | | | 2.3 | | | 46.5 | | | 134.0 | | | 73.0 | | |

| Interest on debt and cross-currency swap (2) | | | 30.3 | | | 7.0 | | | 11.6 | | | 7.3 | | | 4.4 | | |

| Operating lease obligations | | | 85.2 | | | 12.4 | | | 19.7 | | | 15.6 | | | 37.5 | | |

| Other long-term liabilities (3) | | | 7.4 | | | 0.7 | | | 1.2 | | | 2.4 | | | 3.1 | | |

| Total contractual obligations (4) | | | $ | 497.1 | | $ | 63.8 | | $ | 155.6 | | $ | 159.7 | | $ | 118.0 | |

(2)For fixed-rate long-term debt, interest was based on principal amounts and fixed coupon rates at year-end.

Sales outside of the U.S. accounted for [removed: 54.6%] [added: 57.7%] of our consolidated net sales in [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] the total amount of these forward exchange contracts were [removed: SGD 601.5] [added: $13.4] million and [removed: $13.4] [added: SGD 601.5] million.

As of December 31, [removed: 2020,] [added: 2021,] we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:

| Currency | | | Purchase | | | | | | USD | | | [removed: Euro] [added: EUR] | | |

In November and December 2019, in conjunction with the repayment of the outstanding long-term borrowings under our Credit Facility denominated in Euro and [added: Japanese] Yen, we de-designated these borrowings as hedges of our net investments in certain European subsidiaries and Daikyo.

The notional amount of the cross-currency swap is [removed: ¥9.6] [added: ¥9.4] billion [removed: ($87.8] [added: ($85.5] million) as of December 31, [removed: 2020.][added: 2021.]

Under the cross-currency swap, we receive floating interest rate payments based on three-month USD LIBOR plus a margin, in return for paying floating interest rate payments based on three-month [added: Japanese] Yen LIBOR [added: or successor rate] plus a margin.

The following table summarizes our interest rate risk-sensitive [removed: instruments (excluding unamortized debt issuance costs):][added: instruments:]

| ($ in millions) | | | [removed: 2021 | | |] 2022 | | | 2023 | | | 2024 | | | 2025 | | | [added: 2026 | | |] Thereafter | | | Carrying Value | | | Fair Value | | |

| U.S. dollar denominated | | | [removed: $2.3] | | | [added: $2.3] | | | [added: $81.0] | | | | | | | | | | | | [removed: $2.3] [added: $83.3] | | | [removed: $2.3] [added: $83.3] | | |

| Average interest rate - variable | | | [removed: 1.13%] [added: 1.10%] | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. dollar denominated | | | | | | [removed: $42.0] | | | [added: $53.0] | | | [removed: $53.0] | | | | | | $73.0 | | | [removed: $168.0] [added: $126.0] | | | [removed: $180.7] [added: $134.5] | | |

| Average interest rate - fixed | | | | | | [removed: 3.67%] | | | [added: 3.82%] | | | [removed: 3.82%] | | | | | | 4.02% | | | | | | | | |

| U.S. dollar denominated | | | [added: $2.2] | | | [removed: $2.3] | | | [removed: $2.2] | | | [removed: $81.0] | | | | | | | | | [removed: $85.5] [added: $2.2] | | | [removed: $85.5] [added: $2.2] | | |

| Average interest rate - variable | | | | | | [removed: 1.13%] [added: 1.10%] | | | [removed: 1.13%] [added: 1.10%] | | | [removed: 1.13%] | | | | | | | | | | | | | | |

From November 2017 through December [removed: 2020,] [added: 2021,] we purchased several series of call options for a total of [removed: 472,477] [added: 640,267] barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with regards to a portion of our forecasted elastomer purchases.

During [removed: 2019,] [added: 2021,] the [removed: loss] [added: gain] recorded in cost of goods and services sold related to these options was [removed: $0.4] [added: $1.7] million.

As of December 31, [removed: 2020,] [added: 2021,] we had outstanding contracts to purchase [removed: 141,734] [added: 188,242] barrels of crude oil from January [removed: 2021] [added: 2022] to June [removed: 2022,] [added: 2023,] at a weighted-average strike price of [removed: $59.14] [added: $74.16] per barrel.

| USD | | | 18.1 | | | | | | — | | | 15.1 | | |

| JPY | | | 7,510.0 | | | | | | 28.4 | | | 33.8 | | |

| SGD | | | 17.9 | | | | | | 11.3 | | | 1.7 | | |

| U.S. dollar denominated | | | $42.0 | | | | | | | | | | | | | | | | | | $42.0 | | | $42.5 | | |

| Average interest rate - fixed | | | 3.67% | | | | | | | | | | | | | | | | | | | | | | | |

| USD | | | 57.0 | | | | | | — | | | 49.2 | | |

| Yen | | | 7,194.1 | | | | | | 42.7 | | | 22.0 | | |

| SGD | | | 42.9 | | | | | | 25.0 | | | 5.0 | | |

In December 2019, in conjunction with the repayment of the outstanding long-term borrowings under our Credit Facility denominated in Yen, we entered into a forward exchange contract, designated as a cash flow hedge, to manage our exposure to fluctuating foreign exchange rates.

This forward exchange contract matured on December 30, 2019.

Please refer to Item 2, [removed: *[Properties](#ic7db5523d9d74649b8592a121b55d512_22)*,] [added: *[Properties](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)*,] for additional information on our manufacturing and other sites.

Sales outside of the U.S. accounted for [removed: 54.6%] [added: 57.7%] of our consolidated net sales in [removed: 2020.][added: 2021.]

These risks include currency fluctuations relative to the U.S. Dollar (“USD”), multiple tax jurisdictions and, particularly in South America, [added: Eastern Europe,] Israel and the Middle East, uncertain or changing regulatory regimes, or political and social issues, that could destabilize local markets and affect the demand for our products.

See further discussion of our international operations, the risks associated with our international operations, and our attempt to minimize some of these risks in Part I, Item 1A, *[Risk [removed: Factors](#ic7db5523d9d74649b8592a121b55d512_16);*] [added: Factors](#i7740c5f96d394ffd8fb3d2ec72cdae75_19);*] Part II, Item 7, *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic7db5523d9d74649b8592a121b55d512_43)*] [added: Operations](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)*] under the caption *Financial Condition, Liquidity and Capital Resources;* Part II, Item 7A, *[Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic7db5523d9d74649b8592a121b55d512_52);*] [added: Risk](#i7740c5f96d394ffd8fb3d2ec72cdae75_55);*] Note [removed: 1] [added: 1, *[Basis of Presentation and Summary of Significant Accounting Policies](#i7740c5f96d394ffd8fb3d2ec72cdae75_79)*] under the captions *Financial Instruments* and *Foreign Currency Translation;* and Note 11, *[Derivative Financial [removed: Instruments](#ic7db5523d9d74649b8592a121b55d512_127)*.][added: Instruments](#i7740c5f96d394ffd8fb3d2ec72cdae75_109)*.]

In [removed: 2020,] [added: 2021,] more than [removed: 290] [added: 200] patents were issued to West across the globe.

For a more detailed discussion of working capital, please refer to the discussion in Part II, Item 7, *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic7db5523d9d74649b8592a121b55d512_43)*] [added: Operations](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)*] under the caption *Financial Condition, Liquidity and Capital Resource*s.

[removed: The] [added: Accordingly, the] design, development, manufacturing, marketing and labeling of certain of our products and our customers’ products that incorporate our products are subject to regulation by governmental authorities in the U.S., Europe and other countries, including the U.S. Food and Drug Administration (“FDA”), the European Medicines Agency and the National Medical Products Administration (China).

There were no required material capital expenditures for adherence to our government-led regulatory standards in our facilities in [removed: 2020] [added: 2021] outside the normal course of business and there are currently no needed or planned material expenditures for [removed: 2021.][added: 2022.]

There were no required material capital expenditures for environmental controls in our facilities in [removed: 2020] [added: 2021] and there are currently no needed or planned material expenditures for [removed: 2021.][added: 2022.]

Our Proprietary Products customers primarily include many of the major biologic, generic, and pharmaceutical drug companies in the world, which incorporate our components and other offerings into their injectable products for distribution to the point of care and ultimate [removed: end-user -] [added: end-user,] the patient.

Our ten largest customers accounted for [removed: 42.0%] [added: 41.4%] of our consolidated net sales in [removed: 2020,] [added: 2021,] but none of these customers individually accounted for more than 10% of consolidated net sales.

Please refer to Note 3, [removed: *[Revenue](#ic7db5523d9d74649b8592a121b55d512_94)*,] [added: *[Revenue](#i7740c5f96d394ffd8fb3d2ec72cdae75_85)*,] and Note 19, *[Segment [removed: Information](#ic7db5523d9d74649b8592a121b55d512_163)*,] [added: Information](#i7740c5f96d394ffd8fb3d2ec72cdae75_136)*,] for additional information on our consolidated net sales.

As of December 31, [removed: 2020,] [added: 2021,] we employed approximately [removed: 9,200] [added: 10,065] people, excluding contractors and temporary workers, in our operations throughout the world.

During [removed: 2020,] [added: 2021,] West hired approximately [removed: 1,900] [added: 3,100] new team members and experienced an attrition rate of [removed: 15.1%.][added: 23%.]

| North America | | | [removed: 44%] [added: 43%] | | |

As of December 31, [removed: 2020,] [added: 2021,] the following table presents the approximate percentage of our employees by business unit:

As of December 31, [removed: 2020,] [added: 2021,] we had the following global gender demographics:

We actively foster an inclusive and collaborative culture [added: and positive employee experiences] for our team members [removed: where] [added: so that they know that] different views and perspectives are welcomed and [removed: valued.][added: valued at West.]

As of December 31, [removed: 2020,] [added: 2021,] three out of the [removed: ten] [added: nine] members of West's Leadership Team are women, with five out of the [removed: ten] [added: nine] members being women and/or people of color.

We [removed: are proud to] offer resources [removed: like] [added: such as] our tuition reimbursement program and our online learning catalog, with approximately [removed: 1,300] [added: 40,000] courses available.

We centrally manage and organize on-the-job training, instructor-led trainings and online trainings in many different languages and topics through our one global Learning Management System, where we tracked [removed: approximately 33,500] [added: more than 50,000] training completions during [removed: 2020] [added: 2021] from our team members around the globe.

[removed: In 2020,] West [removed: formed] [added: has] a Health, Safety, and Environment ("HSE") Executive Council consisting of C-suite and executive operations leaders to monitor and guide our HSE process.

Our Recordable Injury Rate in [removed: 2020] [added: 2021] was [removed: 0.94] [added: 0.83] per 100 employees.

Our HSE [added: and employee well-being] focus can also be seen in our [added: continued] proactive global response to the [removed: novel coronavirus ("COVID-19")] [added: COVID-19] pandemic which [removed: includes] [added: has included engaging with experts and reviewing applicable guidance,] training and active screening of employees for COVID-19 illness; enhanced gowning and cleaning protocols at all locations; mask requirements for [removed: all] [added: in-person] employees, vendors and contractors; eliminating [removed: all] non-critical international and domestic business travel; requiring [added: or permitting many] administrative and support personnel to work-from-home; modifying production operations to facilitate social distancing; and regular communications regarding COVID-19 protocols, precautions and information for both on and off the job use.

Our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available on our website under the *Investors - [removed: SEC Filings*] [added: Financial*] caption as soon as reasonably practical after we electronically file the material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”).

In Part [removed: II] [added: III] of this Form 10-K, we incorporate by reference certain information from parts of other documents filed with the SEC and from our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders [removed: (“2021] [added: (“2022] Proxy Statement”), which will be filed with the SEC within 120 days following the end of our [removed: 2020] [added: 2021] fiscal year.

Our [removed: 2021] [added: 2022] Proxy Statement will be available on our website [removed: on or about March 25, 2021,] under the caption *Investors - Annual Reports & [removed: Proxy*.][added: Proxy* when complete.]

We intend to make any required disclosures regarding any amendments of our Code of Business Conduct or waivers granted to any of our directors or executive officers under the caption *Investors - [removed: Code of Business Conduct*] [added: Corporate Governance*] on our website.

Information relating to the West Pharmaceutical Services Dividend Reinvestment Plan is also available on our website under the *Investors - Transfer [removed: Agent/Dividend Reinvestment*] [added: Agent*] caption.

Please refer to Item 2, *[Properties](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)*, for additional information on our manufacturing and other sites.

Our business activities are global and are subject to various federal, state, local, and foreign laws, rules, and regulations.

Changes in tax policy or trade regulations, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations.

Compliance with these laws, rules and regulations did not require material capital expenditures in 2021, and is not expected to have a material effect on our capital expenditures, results of operations and competitive position in 2022 as compared to prior periods.

For more information on the potential impacts of government regulations affecting our business, see "Item 1A - *[Risk Factors](#i7740c5f96d394ffd8fb3d2ec72cdae75_19)*".

| Europe | | | 42% | | |

Environmental, Social and Governance (“ESG”) Commitment

West has been committed to ESG issues for many years.

During 2021, we heightened the awareness of our ESG issues by expanding our education and communication regarding our ESG program and initiatives.

Additionally, we enhanced the governance structure of our ESG program by introducing a new cross-functional ESG team which has been working with senior management, our board and other stakeholders to develop an ESG framework that is aligned with our corporate mission, vision and values.

We expect our strategy to focus on areas such as talent attraction, retention and engagement (including diversity and inclusion); a climate strategy that incorporates renewable energy and reduced emissions standards; developing a more sustainable, more diverse and more responsible supply chain; research and development that focuses on issues of sustainability; and, reduction of waste in operational processes.

These areas of focus are in addition to our commitments on safety and quality.

Additionally, our philanthropic programs are an essential element of our corporate citizenship especially as we focus on the areas of children’s health; access to healthcare; and science, technology, engineering and math education.

We solicit constant input from our employees on ways to improve in these and other ESG areas and see continued progress in these areas as critical to maintaining an engaged and responsible workforce.

| Europe | | | 41% | | |

For the fiscal year ended December 31, [removed: 2020][added: 2021]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act.][added: Act]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2020] [added: 2021] was approximately [removed: $16,742,194,934] [added: $26.5 billion] based on the closing price as reported on the New York Stock Exchange.

As of January [removed: 27, 2021,] [added: 26, 2022,] there were [removed: 74,103,026] [added: 74,281,589] shares of the registrant’s common stock outstanding.

| [PART [removed: I](#ic7db5523d9d74649b8592a121b55d512_10)] [added: I](#i7740c5f96d394ffd8fb3d2ec72cdae75_13)] | | | | | | Page | | |

| [ITEM [removed: 1.](#ic7db5523d9d74649b8592a121b55d512_13)] [added: 1.](#i7740c5f96d394ffd8fb3d2ec72cdae75_16)] | | | [removed: [BUSINESS](#ic7db5523d9d74649b8592a121b55d512_13)] [added: [BUSINESS](#i7740c5f96d394ffd8fb3d2ec72cdae75_16)] | | | [removed: [3](#ic7db5523d9d74649b8592a121b55d512_13)] [added: [4](#i7740c5f96d394ffd8fb3d2ec72cdae75_16)] | | |

| [ITEM [removed: 1A.](#ic7db5523d9d74649b8592a121b55d512_16)] [added: 1A.](#i7740c5f96d394ffd8fb3d2ec72cdae75_19)] | | | [RISK [removed: FACTORS](#ic7db5523d9d74649b8592a121b55d512_16)] [added: FACTORS](#i7740c5f96d394ffd8fb3d2ec72cdae75_19)] | | | [removed: [9](#ic7db5523d9d74649b8592a121b55d512_16)] [added: [11](#i7740c5f96d394ffd8fb3d2ec72cdae75_19)] | | |

| [ITEM [removed: 1B.](#ic7db5523d9d74649b8592a121b55d512_19)] [added: 1B.](#i7740c5f96d394ffd8fb3d2ec72cdae75_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#ic7db5523d9d74649b8592a121b55d512_19)] [added: COMMENTS](#i7740c5f96d394ffd8fb3d2ec72cdae75_22)] | | | [removed: [18](#ic7db5523d9d74649b8592a121b55d512_19)] [added: [22](#i7740c5f96d394ffd8fb3d2ec72cdae75_22)] | | |

| [ITEM [removed: 2.](#ic7db5523d9d74649b8592a121b55d512_22)] [added: 2.](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)] | | | [removed: [PROPERTIES](#ic7db5523d9d74649b8592a121b55d512_22)] [added: [PROPERTIES](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)] | | | [removed: [16](#ic7db5523d9d74649b8592a121b55d512_22)] [added: [16](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)] | | |

| [ITEM [removed: 3.](#ic7db5523d9d74649b8592a121b55d512_25)] [added: 3.](#i7740c5f96d394ffd8fb3d2ec72cdae75_28)] | | | [LEGAL [removed: PROCEEDINGS](#ic7db5523d9d74649b8592a121b55d512_25)] [added: PROCEEDINGS](#i7740c5f96d394ffd8fb3d2ec72cdae75_28)] | | | [removed: [20](#ic7db5523d9d74649b8592a121b55d512_25)] [added: [24](#i7740c5f96d394ffd8fb3d2ec72cdae75_28)] | | |

| [ITEM [removed: 4.](#ic7db5523d9d74649b8592a121b55d512_28)] [added: 4.](#i7740c5f96d394ffd8fb3d2ec72cdae75_31)] | | | [MINE SAFETY [removed: DISCLOSURES](#ic7db5523d9d74649b8592a121b55d512_28)] [added: DISCLOSURES](#i7740c5f96d394ffd8fb3d2ec72cdae75_31)] | | | [removed: [20](#ic7db5523d9d74649b8592a121b55d512_28)] [added: [24](#i7740c5f96d394ffd8fb3d2ec72cdae75_31)] | | |

| [added: | | |] [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#ic7db5523d9d74649b8592a121b55d512_31) | | |] [added: OFFICERS](#i7740c5f96d394ffd8fb3d2ec72cdae75_34)] | | | [removed: [20](#ic7db5523d9d74649b8592a121b55d512_31)] [added: [24](#i7740c5f96d394ffd8fb3d2ec72cdae75_34)] | | |

| [ITEM [removed: 5.](#ic7db5523d9d74649b8592a121b55d512_37)] [added: 5.](#i7740c5f96d394ffd8fb3d2ec72cdae75_40)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ic7db5523d9d74649b8592a121b55d512_37)] [added: SECURITIES](#i7740c5f96d394ffd8fb3d2ec72cdae75_40)] | | | [removed: [22](#ic7db5523d9d74649b8592a121b55d512_37)] [added: [26](#i7740c5f96d394ffd8fb3d2ec72cdae75_40)] | | |

| [ITEM [removed: 7.](#ic7db5523d9d74649b8592a121b55d512_43)] [added: 7.](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ic7db5523d9d74649b8592a121b55d512_43)] [added: OPERATIONS](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)] | | | [removed: [25](#ic7db5523d9d74649b8592a121b55d512_43)] [added: [28](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)] | | |

| [ITEM [removed: 7A.](#ic7db5523d9d74649b8592a121b55d512_52)] [added: 7A.](#i7740c5f96d394ffd8fb3d2ec72cdae75_55)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ic7db5523d9d74649b8592a121b55d512_52)] [added: RISK](#i7740c5f96d394ffd8fb3d2ec72cdae75_55)] | | | [removed: [40](#ic7db5523d9d74649b8592a121b55d512_52)] [added: [44](#i7740c5f96d394ffd8fb3d2ec72cdae75_55)] | | |

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| [ITEM [removed: 10.](#ic7db5523d9d74649b8592a121b55d512_184)] [added: 10.](#i7740c5f96d394ffd8fb3d2ec72cdae75_157)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ic7db5523d9d74649b8592a121b55d512_184)] [added: GOVERNANCE](#i7740c5f96d394ffd8fb3d2ec72cdae75_157)] | | | [removed: [88](#ic7db5523d9d74649b8592a121b55d512_184)] [added: [92](#i7740c5f96d394ffd8fb3d2ec72cdae75_157)] | | |

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| [ITEM [removed: 13.](#ic7db5523d9d74649b8592a121b55d512_193)] [added: 13.](#i7740c5f96d394ffd8fb3d2ec72cdae75_166)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ic7db5523d9d74649b8592a121b55d512_193)] [added: INDEPENDENCE](#i7740c5f96d394ffd8fb3d2ec72cdae75_166)] | | | [removed: [90](#ic7db5523d9d74649b8592a121b55d512_193)] [added: [94](#i7740c5f96d394ffd8fb3d2ec72cdae75_166)] | | |

| [ITEM [removed: 14.](#ic7db5523d9d74649b8592a121b55d512_196)] [added: 14.](#i7740c5f96d394ffd8fb3d2ec72cdae75_169)] | | | [PRINCIPAL [removed: ACCOUNT](#ic7db5523d9d74649b8592a121b55d512_196)[ANT](#ic7db5523d9d74649b8592a121b55d512_196) [FEES] [added: ACCOUNTANT FEES] AND [removed: SERVICES](#ic7db5523d9d74649b8592a121b55d512_196)] [added: SERVICES](#i7740c5f96d394ffd8fb3d2ec72cdae75_169)] | | | [removed: [90](#ic7db5523d9d74649b8592a121b55d512_196)] [added: [94](#i7740c5f96d394ffd8fb3d2ec72cdae75_169)] | | |

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| [ITEM [removed: 16.](#ic7db5523d9d74649b8592a121b55d512_205)] [added: 16.](#i7740c5f96d394ffd8fb3d2ec72cdae75_178)] | | | [FORM 10-K [removed: SUMMARY](#ic7db5523d9d74649b8592a121b55d512_205)] [added: SUMMARY](#i7740c5f96d394ffd8fb3d2ec72cdae75_178)] | | | [removed: [91](#ic7db5523d9d74649b8592a121b55d512_205)] [added: [95](#i7740c5f96d394ffd8fb3d2ec72cdae75_178)] | | |

Unless otherwise indicated, or the context otherwise requires, references in this report to “the [removed: Company”, “we”, “us”,] [added: Company,” “we,” “us,”] “our” and “West” refer to West Pharmaceutical Services, Inc. and its majority-owned subsidiaries.

Information in this Form 10-K is current as of February [removed: 23, 2021,] [added: 22, 2022,] unless otherwise specified.

| Proxy Statement for the 2022 Annual Meeting of Shareholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K. | | | Part III | | |

| [PART II](#i7740c5f96d394ffd8fb3d2ec72cdae75_37) | | | | | | | | |

| [ITEM 6.](#i7740c5f96d394ffd8fb3d2ec72cdae75_43) | | | [RESERVED](#i7740c5f96d394ffd8fb3d2ec72cdae75_43) | | | [27](#i7740c5f96d394ffd8fb3d2ec72cdae75_43) | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i7740c5f96d394ffd8fb3d2ec72cdae75_1952) | | | [92](#i7740c5f96d394ffd8fb3d2ec72cdae75_1952) | | |

| [PART III](#i7740c5f96d394ffd8fb3d2ec72cdae75_154) | | | | | | | | |

| [PART IV](#i7740c5f96d394ffd8fb3d2ec72cdae75_172) | | | | | | | | |

| [SIGNATURES](#i7740c5f96d394ffd8fb3d2ec72cdae75_181) | | | | | | [96](#i7740c5f96d394ffd8fb3d2ec72cdae75_181) | | |

| [EXHIBIT INDEX](#i7740c5f96d394ffd8fb3d2ec72cdae75_184) | | | | | | [F-](#i7740c5f96d394ffd8fb3d2ec72cdae75_184)[1](#i7740c5f96d394ffd8fb3d2ec72cdae75_184) | | |

| Proxy Statement for the Annual Meeting of Shareholders to be held May 4, 2021. | | | Part III | | |

| [PART II](#ic7db5523d9d74649b8592a121b55d512_34) | | | | | | | | |

| [ITEM 6.](#ic7db5523d9d74649b8592a121b55d512_40) | | | [SELECTED FINANCIAL DATA](#ic7db5523d9d74649b8592a121b55d512_40) | | | [24](#ic7db5523d9d74649b8592a121b55d512_40) | | |

| [PART III](#ic7db5523d9d74649b8592a121b55d512_181) | | | | | | | | |

| [PART IV](#ic7db5523d9d74649b8592a121b55d512_199) | | | | | | | | |

| [SIGNATURES](#ic7db5523d9d74649b8592a121b55d512_208) | | | | | | [92](#ic7db5523d9d74649b8592a121b55d512_208) | | |

| [EXHIBIT INDEX](#ic7db5523d9d74649b8592a121b55d512_211) | | | | | | [F-](#ic7db5523d9d74649b8592a121b55d512_211)[1](#ic7db5523d9d74649b8592a121b55d512_211) | | |

West Drive, Exton, [removed: Pennsylvania.][added: Pennsylvania 19341.]

| [removed: Puerto Rico] | | | | | | [removed: Cayey] [added: Cayey, Puerto Rico] | | | | | | Proprietary Products and Contract Manufactured Products | | |

| Germany | | | | | | Stolberg | | | | | | Proprietary Products | | |

| Silji Abraham | | | [removed: 49] [added: 50] | | | Senior Vice President, Chief Technology Officer since December 2020. Senior Vice President, Chief Digital and Transformation Officer from February 2018 to December 2020. Prior to joining West, he most recently served as Executive Vice President and Chief Information Officer of MilliporeSigma, a subsidiary of Merck KGaA, Darmstadt, Germany. Prior to this role, he served as Chief Information Officer at Sigma-Aldrich Corporation, a leading life science and technology company, and worked in various leadership roles at Invensys Operations Management, ArvinMeritor and Chrysler Group. | | |

| Bernard J. Birkett | | | [removed: 52] [added: 53] | | | Senior Vice President and Chief Financial Officer since June 2018. In addition, Treasurer from June 2018 to December 2019 and Principal Accounting Officer from October 2019 to April 2020. Prior to joining West, he spent more than 20 years at Merit Medical Systems, Inc., a leading manufacturer of disposable medical devices, where he served in a number of senior global leadership roles, including Chief Financial Officer and Treasurer, Controller for Europe, Middle East and Africa (EMEA) and Vice President of International Finance. | | |

| Annette F. Favorite | | | [removed: 56] [added: 57] | | | Senior Vice President and Chief Human Resources Officer since October 2015. Prior to joining West, she spent more than 25 years at IBM Corporation, an information technology services company, in a number of strategic and global human resources roles, including Vice President, Global Talent Management, Vice President of Human Resources for Worldwide Software Sales, and Human Resources Leader for the company’s Southwest European Region, based out of Spain. | | |

| Eric M. Green | | | [removed: 51] [added: 52] | | | Chief Executive Officer since April 2015 and President since December 2015. Prior to joining West, he was Executive Vice President and President of the Research Markets business unit at Sigma-Aldrich Corporation from 2013 to 2015. From 2009 to 2013, he served as Vice President and Managing Director, International, where he was responsible for Asia Pacific and Latin America, and prior thereto, held various commercial and operational roles. | | |

| Quintin J. Lai | | | [removed: 54] [added: 55] | | | Vice President, [removed: Corporate Development,] Strategy and Investor Relations since January 2016. [added: In addition, Corporate Development responsibilities from January 2016 to September 2021.] Prior to joining West, he was Vice President of Investor Relations and Corporate Strategy at Sigma-Aldrich Corporation from 2012 to 2015. From 2002 to 2012, he was at Robert W. Baird & Company, where he held various roles, including Managing Director and Senior Equity Research Analyst of the Life Science Tools and Diagnostic sector and Associate Director of Equity Research. | | |

| Kimberly Banks MacKay | | | [removed: 55] [added: 56] | | | Senior Vice President, General Counsel and Corporate Secretary since December 2020. Prior to joining West, from April 2019 to November 2020, she served as Senior Vice President, General Counsel and Corporate Secretary at the Segal Group in New York, a privately held firm specializing in employee benefits and investment consulting. Prior to Segal, she served for over 15 years in a variety of Legal leadership roles for Novartis, a global healthcare company, including Head of U.S. Legal for Novartis Business Service. | | |

| David A. Montecalvo | | | [removed: 55] [added: 56] | | | Senior Vice President and Chief Operations and Supply Chain Officer since February 2019. Senior Vice President, Global Operations and Supply Chain from September 2016 until February 2019. Prior to joining West, he served in a number of senior leadership roles at Medtronic plc, a medical device company, including Vice President, Contract Manufacturing Operations, for the company’s Restorative Therapies Group, Vice President, Business Operations Integration, where he was responsible for directing and leading the global operations integration of Covidien plc into Medtronic, and Vice President, Product Development and Operations for Medtronic Cardiovascular. Prior thereto, he held senior operations and product development roles at Urologix, Inc. and LecTec Corporation. | | |

| Chad R. Winters | | | [removed: 42] [added: 43] | | | Vice President, Chief Accounting Officer and Corporate Controller since May 2020. Vice President and Corporate Controller since October 2019. Prior to joining West, he served as Senior Vice President of Finance & Accounting and Controller of Amneal Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to Amneal, he held roles of increasing responsibility at the Chemours Company, UGI Corporation, and PricewaterhouseCoopers LLP. | | |

As of January [removed: 27, 2021,] [added: 26, 2022,] we had [removed: 718] [added: 669] shareholders of record, which excludes beneficial owners whose shares were held by brokerage firms, depositaries and other institutional firms in “street names” for their customers.

Our common stock paid a quarterly dividend of [removed: $0.15] [added: $0.16] per share in each of the first three quarters of [removed: 2019; $0.16] [added: 2020; $0.17] per share in the fourth quarter of [removed: 2019] [added: 2020] and each of the first three quarters of [removed: 2020;] [added: 2021;] and [removed: $0.17] [added: $0.18] per share in the fourth quarter of [removed: 2020.][added: 2021.]

In December [removed: 2019,] [added: 2020,] we announced a share repurchase program for calendar-year [removed: 2020] [added: 2021] authorizing the repurchase of up to [removed: 848,000] [added: 631,000] shares of our common stock from time to time on the open market [removed: or in privately-negotiated transactions] as permitted under Exchange Act Rule [removed: 10b-18.][added: 10b-18 or in privately-negotiated transactions.]

During the year ended December 31, [removed: 2020,] [added: 2021,] we purchased [removed: 761,500] [added: 479,000] shares of our common stock under the now completed program at a cost of [removed: $115.5] [added: $137.1] million, or an average price of [removed: $151.65] [added: $286.23] per share.

During the three months ended December 31, [removed: 2020,] [added: 2021,] there were no purchases of our common stock made by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act.

In December [removed: 2020, we announced] [added: 2021, our Board of Directors approved] a share repurchase program for calendar-year [removed: 2021] [added: 2022] authorizing the repurchase of up to [removed: 631,000] [added: 650,000] shares of our common stock from time to time on the open market [removed: or in privately-negotiated transactions] as permitted under Exchange Act Rule [removed: 10b-18.][added: 10b-18 or in privately-negotiated transactions.]

This share repurchase program is expected to be completed by December 31, [removed: 2021.][added: 2022.]

The following performance graph compares the cumulative total return to holders of our common stock with the cumulative total return of the following Standard & Poor’s (“S&P”) indices, for the five years ended December 31, [removed: 2020: 500,] [added: 2021:] 500 [added: and 500] Health Care [removed: Index, and MidCap 400] Index.

The Company’s cumulative shareholder return is based on an investment of $100 on December 31, [removed: 2015] [added: 2016] and is compared to the cumulative total return of the S&P indices mentioned above over the period with a like amount invested.

[removed: ][added: ]

*Five year total return data obtained from NASDAQ IR Insight

Due to the increase in our market capitalization, we have decided to replace the S&P MidCap 400 Index with the S&P 500 Health Care Index for comparison purposes, which will be used going forward.

FIVE-YEAR SUMMARY

West Pharmaceutical Services, Inc. and Subsidiaries

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions, except per share data) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | |

| SUMMARY OF OPERATIONS | | | | | | | | | | | | | | | | | |

| Net sales (1) | | | $ | 2,146.9 | | $ | 1,839.9 | | $ | 1,717.4 | | $ | 1,599.1 | | $ | 1,509.1 | |

| Operating profit † | | | 406.9 | | | 296.6 | | | 240.3 | | | 225.8 | | | 195.2 | | |

| Net income | | | 346.2 | | | 241.7 | | | 206.9 | | | 150.7 | | | 143.6 | | |

| Net income per share: | | | | | | | | | | | | | | | | | |

| Basic (2) | | | $ | 4.68 | | $ | 3.27 | | $ | 2.80 | | $ | 2.04 | | $ | 1.96 | |

| Diluted (3) | | | 4.57 | | | 3.21 | | | 2.74 | | | 1.99 | | | 1.91 | | |

| Weighted average common shares outstanding | | | 73.9 | | | 74.0 | | | 73.9 | | | 73.9 | | | 73.3 | | |

| Weighted average shares assuming dilution | | | 75.8 | | | 75.4 | | | 75.4 | | | 75.8 | | | 75.0 | | |

| Dividends declared per common share | | | $ | 0.66 | | $ | 0.62 | | $ | 0.58 | | $ | 0.54 | | $ | 0.50 | |

| YEAR-END FINANCIAL POSITION | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 615.5 | | $ | 439.1 | | $ | 337.4 | | $ | 235.9 | | $ | 203.0 | |

| Working capital | | | 870.3 | | | 717.1 | | | 610.7 | | | 464.0 | | | 400.9 | | |

| Total assets | | | 2,793.8 | | | 2,341.4 | | | 1,978.9 | | | 1,862.8 | | | 1,716.7 | | |

| Total invested capital: | | | | | | | | | | | | | | | | | |

| Total debt | | | 255.2 | | | 257.3 | | | 196.1 | | | 197.0 | | | 228.6 | | |

| Total equity | | | 1,854.5 | | | 1,573.2 | | | 1,396.3 | | | 1,279.9 | | | 1,117.5 | | |

| Total invested capital | | | $ | 2,109.7 | | $ | 1,830.5 | | $ | 1,592.4 | | $ | 1,476.9 | | $ | 1,346.1 | |

| PERFORMANCE MEASUREMENTS (4) | | | | | | | | | | | | | | | | | |

| Gross margin (a) | | | 35.8 | | % | 32.9 | | % | 31.8 | | % | 32.1 | | % | 33.2 | | % |

| Operating profitability (b) † | | | 19.0 | | % | 16.1 | | % | 14.0 | | % | 14.1 | | % | 12.9 | | % |

| Effective tax rate (5) | | | 18.1 | | % | 20.2 | | % | 17.2 | | % | 36.4 | | % | 28.7 | | % |

| Return on invested capital (c) † | | | 16.9 | | % | 13.8 | | % | 13.0 | | % | 10.2 | | % | 10.4 | | % |

| Net debt-to-total invested capital (d) | | | N/A | | | N/A | | | N/A | | | N/A | | | 2.2 | | % |

| Research and development expenses | | | $ | 46.9 | | $ | 38.9 | | $ | 40.3 | | $ | 39.1 | | $ | 36.8 | |

| Operating cash flow | | | 472.5 | | | 367.2 | | | 288.6 | | | 263.3 | | | 219.4 | | |

| Stock price range | | | $305-124.53 | | | $152.12-93.08 | | | $125.09-82.74 | | | $103.36-77.97 | | | $86.50-53.88 | | |

(1) Results for reporting periods beginning after January 1, 2018 are presented under Accounting Standards Codification ("ASC") 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.

(2) Based on weighted average common shares outstanding.

(3) Based on weighted average shares, assuming dilution.

(4) Performance measurements represent indicators commonly used in the financial community.

Certain of the following performance measures are not in conformity with U.S. generally accepted accounting principles (“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 included as management uses them in evaluating our results of operations and believes that this information provides users with a valuable insight into our overall performance and financial position.

(a) Net sales minus cost of goods and services sold, including applicable depreciation and amortization, divided by net sales.

(b) Operating profit divided by net sales.

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net sales | | | | | | $ | [removed: 2,146.9] [added: 2,831.6] | | | | | $ | [removed: 1,839.9] [added: 2,146.9] | | | | | $ | [removed: 1,717.4] [added: 1,839.9] | |

| Cost of goods and services sold | | | | | | [removed: 1,379.1] [added: 1,655.8] | | | | | | [removed: 1,234.2] [added: 1,379.1] | | | | | | [removed: 1,172.0] [added: 1,234.2] | | |

| Gross profit | | | | | | [removed: 767.8] [added: 1,175.8] | | | | | | [removed: 605.7] [added: 767.8] | | | | | | [removed: 545.4] [added: 605.7] | | |

| Research and development | | | | | | [removed: 46.9] [added: 52.8] | | | | | | [removed: 38.9] [added: 46.9] | | | | | | [removed: 40.3] [added: 38.9] | | |

| Selling, general and administrative expenses | | | | | | [removed: 302.0] [added: 362.8] | | | | | | [removed: 272.7] [added: 302.0] | | | | | | [removed: 262.9] [added: 272.7] | | |

| Other expense (income) (Note 16) | | | | | | [removed: 12.0] [added: 7.9] | | | | | | [removed: (2.5)] [added: 12.0] | | | | | | [removed: 1.9] [added: (2.5)] | | |

| Operating profit | | | | | | [removed: 406.9] [added: 752.3] | | | | | | [removed: 296.6] [added: 406.9] | | | | | | [removed: 240.3] [added: 296.6] | | |

| Interest expense | | | | | | 8.2 | | | | | | [removed: 8.5] [added: 8.2] | | | | | | [removed: 8.4] [added: 8.5] | | |

| Interest income | | | | | | [removed: (1.4)] [added: (1.0)] | | | | | | [removed: (3.8)] [added: (1.4)] | | | | | | [removed: (2.1)] [added: (3.8)] | | |

| Other nonoperating (income) expense | | | | | | [removed: (1.2)] [added: (3.8)] | | | | | | [removed: 0.1] [added: (1.2)] | | | | | | [removed: (6.7)] [added: 0.1] | | |

| Income before income taxes | | | | | | [removed: 401.3] [added: 748.9] | | | | | | [removed: 291.8] [added: 401.3] | | | | | | [removed: 240.7] [added: 291.8] | | |

| Income tax expense | | | | | | [removed: 72.5] [added: 107.2] | | | | | | [removed: 59.0] [added: 72.5] | | | | | | [removed: 41.4] [added: 59.0] | | |

| Equity in net income of affiliated companies | | | | | | [removed: (17.4)] [added: (20.1)] | | | | | | [removed: (8.9)] [added: (17.4)] | | | | | | [removed: (7.6)] [added: (8.9)] | | |

| Net income | | | | | | $ | [removed: 346.2] [added: 661.8] | | | | | $ | [removed: 241.7] [added: 346.2] | | | | | $ | [removed: 206.9] [added: 241.7] | |

| Basic | | | | | | $ | [removed: 4.68] [added: 8.89] | | | | | $ | [removed: 3.27] [added: 4.68] | | | | | $ | [removed: 2.80] [added: 3.27] | |

| Diluted | | | | | | $ | [removed: 4.57] [added: 8.67] | | | | | $ | [removed: 3.21] [added: 4.57] | | | | | $ | [removed: 2.74] [added: 3.21] | |

| Basic | | | | | | [removed: 73.9] [added: 74.4] | | | | | | [removed: 74.0] [added: 73.9] | | | | | | [removed: 73.9] [added: 74.0] | | |

| Diluted | | | | | | [removed: 75.8] [added: 76.3] | | | | | | [removed: 75.4] [added: 75.8] | | | | | | 75.4 | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income | | | $ | [removed: 346.2] [added: 661.8] | | | | | $ | [removed: 241.7] [added: 346.2] | | | | | $ | [removed: 206.9] [added: 241.7] | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax: | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | [removed: 40.1] [added: (59.3)] | | | | | | [removed: 4.9] [added: 40.1] | | | | | | [removed: (39.2)] [added: 4.9] | | |

| Prior service cost arising during period, net of tax of [removed: $0] [added: $0.5] | | | [removed: —] [added: 1.5] | | | | | | — | | | | | | [removed: (0.3)] [added: —] | | |

| Net actuarial [removed: loss] [added: gain (loss)] arising during period, net of tax of [added: $2.1,] $(0.7), [removed: $(0.3),] and [removed: $(0.2)] [added: $(0.3)] | | | [removed: (2.5)] [added: 5.9] | | | | | | [removed: (1.9)] [added: (2.5)] | | | | | | [removed: (0.7)] [added: (1.9)] | | |

| Settlement effects arising during period, net of tax of [added: $0.4,] $0.9, [removed: $0.8,] and [removed: $0] [added: $0.8] | | | [removed: 2.9] [added: 1.4] | | | | | | [removed: 2.7] [added: 2.9] | | | | | | [removed: —] [added: 2.7] | | |

| Less: amortization of actuarial [removed: (gain) loss,] [added: loss (gain),] net of tax of [removed: $0, $0,] [added: $0.1, $0.0,] and [removed: $0.3] [added: $0.0] | | | [removed: (0.1)] [added: 0.1] | | | | | | [removed: (0.2)] [added: (0.1)] | | | | | | [removed: 1.1] [added: (0.2)] | | |

| Less: amortization of prior service credit, net of tax of $(0.1), $(0.1) and [removed: $(0.5).] [added: $(0.1).] | | | [removed: (0.5)] [added: (0.2)] | | | | | | (0.5) | | | | | | [removed: (1.5)] [added: (0.5)] | | |

| Net gain (loss) on equity affiliate accumulated other comprehensive income, net of tax of [removed: $0, $0,] [added: $0.0, $0.0,] and [removed: $(0.1)] [added: $0.0] | | | [removed: 0.2] [added: 0.9] | | | | | | [removed: —] [added: 0.2] | | | | | | [removed: (0.1)] [added: —] | | |

| Net [removed: (loss)] gain [added: (loss)] on derivatives, net of tax of [added: $0.5,] $(0.6), [removed: $(0.2),] and [removed: $1.5] [added: $(0.2)] | | | [removed: (1.1)] [added: 0.7] | | | | | | [removed: (0.4)] [added: (1.1)] | | | | | | [removed: 3.8] [added: (0.4)] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 39.0] [added: (49.0)] | | | | | | [removed: 4.6] [added: 39.0] | | | | | | [removed: (36.9)] [added: 4.6] | | |

| Comprehensive income | | | $ | [removed: 385.2] [added: 612.8] | | | | | $ | [removed: 246.3] [added: 385.2] | | | | | $ | [removed: 170.0] [added: 246.3] | |

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| (in millions, except per share data) | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 615.5] [added: 762.6] | | | | | $ | [removed: 439.1] [added: 615.5] | |

| Accounts receivable, net | | | [removed: 385.3] [added: 489.0] | | | | | | [removed: 319.3] [added: 385.3] | | |

| Inventories | | | [removed: 321.3] [added: 378.4] | | | | | | [removed: 235.7] [added: 321.3] | | |

| Other current assets | | | [removed: 51.6] [added: 112.0] | | | | | | [removed: 64.6] [added: 51.6] | | |

| Total current assets | | | [removed: 1,373.7] [added: 1,742.0] | | | | | | [removed: 1,058.7] [added: 1,373.7] | | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2021, 2020 and 2019

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2021, 2020 and 2019

| Activity related to stock-based compensation | | | — | | | | | | — | | | | | | (18.3) | | | | | | (0.7) | | | | | | 75.3 | | | | | | — | | | | | | — | | | | | | 57.0 | | |

| Balance, December 31, 2021 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 249.0 | | | | | 1.1 | | | | | | $ | (229.5) | | | | | $ | 2,456.7 | | | | | $ | (159.6) | | | | | $ | 2,335.4 | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2021, 2020 and 2019

| Net income | | | $ | 661.8 | | | | | $ | 346.2 | | | | | $ | 241.7 | |

| Shares repurchased for employee tax withholdings | | | (14.8) | | | | | | (5.9) | | | | | | (2.2) | | |

| ($ in millions) | | | 2021 | | | | | | 2020 | | |

| | | | $ | 378.4 | | | | | $ | 321.3 | |

We have identified the contracts impacted by reference rate reform, and have executed certain amendments to replace the use of LIBOR.

We are currently working with counterparties to identify alternative reference rates to be used in any remaining contracts that have not yet been amended.

In November 2021, the FASB issued guidance that seeks to improve the transparency of financial disclosures for government assistance received by business entities.

The amendment requires disclosures for transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements.

The Company does not expect such adoption to cause a material impact to the consolidated financial statements.

| Contract-Manufactured Products | | | 18 | | % | | | | 23 | | % | | | | 24 | | % | | | | | | | | | | | | |

| Net income | | | $ | 661.8 | | | | | $ | 346.2 | | | | | $ | 241.7 | |

| | | | | | | | | | $ | 2,215.0 | | | | | $ | 2,035.5 | |

At this time, the Company is not able to assert whether any of these options will be exercised.

| 2022 | | | $ | 11.5 | |

| 2023 | | | 10.7 | | |

| 2024 | | | 10.0 | | |

| 2025 | | | 8.2 | | |

| 2026 | | | 7.3 | | |

| Thereafter | | | 38.7 | | |

| | | | 86.4 | | |

| Goodwill impairment charge | | | (0.1) | | | | | | — | | | | | | (0.1) | | |

| Foreign currency translation | | | (2.4) | | | | | | (0.4) | | | | | | (2.8) | | |

| Balance, December 31, 2021 | | | $ | 80.1 | | | | | $ | 29.8 | | | | | $ | 109.9 | |

| | | | $ | 81.1 | | | | | $ | (58.1) | | | | | $ | 23.0 | | | | | $ | 83.2 | | | | | $ | (52.7) | | | | | $ | 30.5 | |

| ($ in millions) | | | 2021 | | | | | | 2020 | | |

| ($ in millions) | | | 2021 | | | | | | 2020 | | |

| | | | 253.5 | | | | | | 255.7 | | |

| USD | | | 18.1 | | | | | | | | | 15.1 | | |

| JPY | | | 7,510.0 | | | | | | 28.4 | | | 33.8 | | |

| SGD | | | 17.9 | | | | | | 11.3 | | | 1.7 | | |

| | | | Amount of Gain (Loss) Recognized in OCI | | | | | | | | | | | | | | |

| Foreign currency hedge contracts | | | $ | 0.6 | | | | | $ | 4.0 | | | | | $ | 4.8 | |

| Foreign currency hedge contracts | | | $ | (0.2) | | | | | $ | (0.6) | | | | | $ | 0.8 | |

| Forward treasury locks | | | — | | | | | | — | | | | | | — | | |

| Foreign currency-denominated debt | | | — | | | | | | — | | | | | | 0.6 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2017 | | | 75.2 | | | | | | $ | 18.8 | | | | | $ | 309.3 | | | | | 1.3 | | | | | | $ | (109.1) | | | | | $ | 1,178.2 | | | | | $ | (117.3) | | | | | $ | 1,279.9 | |

| Activity related to stock-based compensation | | | 0.1 | | | | | | — | | | | | | (27.3) | | | | | | (0.9) | | | | | | 76.2 | | | | | | — | | | | | | — | | | | | | 48.9 | | |

| Effect of modified retrospective application of a new accounting standard (see Note 2) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | — | | | | | | (0.1) | | |

The goodwill was recorded within our Proprietary Products reportable segment.

Under the current expected credit loss model, we have adopted a provision matrix approach, utilizing historical loss rates based on the number of days past due, adjusted to reflect current economic conditions and forecasts of future economic conditions.

| | | | $ | 321.3 | | | | | $ | 235.7 | |

Following the identification of a contract with a customer, we identify the performance obligations (goods or services) in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize the revenue when (or as) we satisfy the performance obligations by transferring the promised goods or services to our customers.

A good or service is transferred when (or as) the customer obtains control of that good or service.

Some customers receive pricing rebates upon attaining established sales volumes.

We record rebate costs when sales occur based on our assessment of the likelihood that the required volumes will be attained.

We also maintain an allowance for product returns, as we believe that we are able to reasonably estimate the amount of returns based on our substantial historical experience and specific identification of customer claims.

In response to the 2017 Tax Act, we reevaluated our position regarding permanent reinvestment of foreign subsidiary earnings and profits through 2017 (with the exception of China and Mexico) and decided that those profits were no longer permanently reinvested.

As of January 1, 2018, we reasserted indefinite reinvestment related to all post-2017 unremitted earnings in all of our foreign subsidiaries.

Recently Adopted Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 and by clarifying and amending existing ASC Topic 740 guidance.

We early adopted this guidance, which did not have a material impact to our financial statements.

In April 2019, the FASB issued guidance which clarifies and improves areas related to the new credit losses, hedging, and recognition and measurement standards.

This guidance is effective for the same fiscal years in which the original standards are effective or, if already implemented, annual periods beginning after the issuance of this guidance.

We adopted this guidance as of January 1, 2020, on a prospective basis.

In August 2018, the FASB issued guidance which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans.

The guidance removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant.

This guidance is effective for fiscal years ending after December 15, 2020.

We adopted this guidance and the respective disclosure updates are reflected in our financial statements, which did not have a material impact.

In August 2018, the FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

The accounting for the service element of a hosting arrangement that is a service contract is not affected by this update.

This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019.

In August 2018, the FASB issued guidance which modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures.

We adopted this guidance as of January 1, 2020.

In June 2016, the FASB issued guidance which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments held by a reporting entity, including accounts receivable, at each reporting date.

Under the previous guidance, an entity reflected credit losses on financial assets measured on an amortized cost basis only when it was probable that losses had incurred, generally considering only past events and current conditions when determining incurred loss.

The new guidance requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based not only on historical experience and current conditions, but also on reasonable and supportable forecasts.

We adopted this guidance as of January 1, 2020, on a modified retrospective basis, to the accounts receivable and contract asset balances as of January 1, 2020.

The effect of the adoption on the financial statement line items of accounts receivable and contract assets was not material as of January 1, 2020.

As a result of our adoption, we recorded a cumulative-effect adjustment of $0.1 million within retained earnings in our consolidated balance sheet as of January 1, 2020, to reflect the incremental estimated lifetime expected credit losses on the accounts receivable balance as of January 1, 2020.

We have not presented the amortized cost basis within each credit quality indicator by year of origination as all of our accounts receivable are due within one year or less.

Adoption of ASC 606

On January 1, 2018, we adopted ASC 606, on a modified retrospective basis, applied to those contracts which were not completed as of January 1, 2018.

Based on this evaluation, our CEO and CFO have concluded that, as of December 31, [removed: 2020,] [added: 2021,] our disclosure controls and procedures are effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the framework established in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

During the fourth quarter ended December 31, [removed: 2020,] [added: 2021,] 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 III

Not applicable.

PART III

Information is incorporated by reference from the discussion under the heading *Proposal 1 - Election of Directors*; *Corporate Governance Documents and Policies - Ethics and Our Code of Business Conduct*; *Voting and Other Information - [removed: 2022] Shareholder Proposals or Nominations;* and *Board and Director Information and Policies - Committees - Audit Committee* in our [removed: 2021] [added: 2022] Proxy Statement.

Information about director and executive compensation is incorporated by reference from the discussion under the headings *Director Compensation, Compensation Committee Report, Compensation Discussion and Analysis,* and *Compensation Tables* in our [removed: 2021] [added: 2022] Proxy Statement.

Information required by this Item is incorporated by reference from the discussion under the heading *Stock Ownership* in our [removed: 2021] [added: 2022] Proxy Statement.

The following table sets forth information about the grants of stock options, all share units and other rights under all of the Company’s equity compensation plans as of the close of business on December 31, [removed: 2020.][added: 2021.]

(1) Includes [removed: 1,259,456] [added: 1,234,591] outstanding stock options, [removed: 222,799] [added: 11,138 stock appreciation rights, 165,793] performance share units, [removed: 27,062] [added: 22,507] restricted retention share units, [removed: 144,866 deferred stock-equivalents units,] and [removed: 308 restricted] [added: 140,049 deferred] stock-equivalents units [removed: granted to directors] under the 2016 Plan.

Includes [removed: 1,104,631] [added: 810,267] outstanding stock options, [removed: 3,628 outstanding stock-settled] [added: 9,916] stock appreciation rights, and [removed: 108,074] [added: 132,107] deferred stock-equivalents units under the 2011 Plan (which was terminated in 2016).

Includes [removed: 18,700 outstanding stock options under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors] [added: 35,593 deferred stock-equivalents] under the 2007 Omnibus Incentive Compensation Plan (which was terminated in 2011).

The average term of remaining options [removed: and stock-settled stock appreciation rights granted] is [removed: 5.9] [added: 5.5] years.

The restricted performance share unit payouts were at [added: 154.52%,] 82.61%, [removed: 49.39%,] and [removed: 96.6%] [added: 49.39%] in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

(3) Represents [removed: 3,793,218] [added: 3,766,202] shares reserved under the Company’s Employee Stock Purchase Plan and [removed: 2,761,911] [added: 2,052,885] shares remaining available for issuance under the 2016 Plan.

The estimated number of shares that could be issued for [removed: 2020] [added: 2021] from the Employee Stock Purchase Plan is [removed: 173,019.][added: 126,360.]

This number of shares is calculated by multiplying the [removed: 107] [added: 65] shares per offering period per participant limit by [removed: 1,617,] [added: 1,944,] the number of current participants in the plan.

| Equity compensation plans approved by security holders | | | 2,559,296 | | | (1) | | | $ | 101.59 | | (2) | | | 5,819,087 | | | (3) | | |

| Total | | | 2,559,296 | | | | | | 101.59 | | | | | | 5,819,087 | | | | | |

| Equity compensation plans approved by security holders | | | 2,889,524 | | | (1) | | | $ | 81.3 | | (2) | | | 6,555,129 | | | (3) | | |

| Total | | | 2,889,524 | | | | | | 81.3 | | | | | | 6,555,129 | | | | | |

The total does not include stock-equivalent units granted or credited to directors under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors to be settled only in cash.

Information called for by this Item is incorporated by reference from the discussion under the heading *Corporate Governance Documents and Policies - Related Person Transactions and Procedures* in our [removed: 2021] [added: 2022] Proxy Statement.

Information about director independence is incorporated by reference from the discussion under the heading *Corporate Governance Documents and Policies - Director Independence* in our [removed: 2021] [added: 2022] Proxy Statement.

Information is incorporated by reference from the discussion under the heading *Independent Auditors and Fees - Fees Paid to PricewaterhouseCoopers LLP* and *Independent Auditors and Fees - Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services* in our [removed: 2021] [added: 2022] Proxy Statement.

Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Consolidated Statement of Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Report of Independent Registered Public Accounting Firm [added: (PCAOB ID 238)]

| ($ in millions) | | | Balance at beginning of period | | | Charged to costs and expenses [removed: (1)] | | | Deductions [removed: (2)] [added: (1)] | | | Balance at end of period | | |

| For the year ended December 31, [removed: 2018] [added: 2021] | | | | | | | | | | | | | | |

| Deferred tax asset valuation allowance | | | $ | [removed: 20.9] [added: 15.1] | | $ | [removed: (3.0)] [added: (2.9)] | | $ | [removed: (1.9)] [added: —] | | $ | [removed: 16.0] [added: 12.2] | |

| Allowance for doubtful accounts | | | [removed: 0.5] [added: 1.1] | | | [removed: 0.7] [added: (0.7)] | | | [removed: 0.8] [added: —] | | | [removed: 2.0] [added: 0.4] | | |

| Total allowances deducted from assets | | | $ | [removed: 21.4] [added: 16.2] | | $ | [removed: (2.3)] [added: (3.6)] | | $ | [removed: (1.1)] [added: —] | | $ | [removed: 18.0] [added: 12.6] | |

[removed: (2)Includes] [added: (1)Includes] accounts receivable written off, the write-off or write-down of valuation allowances, and translation adjustments.

(1)Included within the allowance for doubtful accounts activity is the effect of the modified retrospective application of a new accounting standard mentioned in Note 2.

| /s/ Eric M. Green | | | Director, President and Chief Executive Officer | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Bernard J. Birkett | | | Senior Vice President and Chief Financial Officer | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Chad R. Winters | | | Vice President, Chief Accounting Officer and Corporate Controller | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Mark A. Buthman | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ William F. Feehery, Ph.D. | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Robert F. Friel | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Thomas W. Hofmann | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Deborah L.V. Keller | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Myla P. Lai-Goldman, M.D. | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Douglas A. Michels | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Paolo Pucci | | | Director | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Patrick J. Zenner | | | Director and Chairman of the Board | | | February [removed: 23, 2021] [added: 22, 2022] | | |

| [removed: 3.2] [added: 10.24 (2)] | | | [removed: [Our Bylaws, as amended through May 5, 2015] [added: [Form of 2014 Long-Term Incentive Plan Award] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.1] to the Company's Form 10-Q report for the quarter ended March 31, [removed: 2015,] [added: 2014,] filed May [removed: 6, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000015/ex32bylaws.htm)] [added: 8, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000016/ex1012014ltipaward.htm)] | | |

| [removed: 4.3] [added: 10.31 (3)] | | | [removed: [Article I and V of our Bylaws,] [added: [First Agreement, effective] as [removed: amended through May 5, 2015] [added: of July 1, 2008, to amend Agreement between us and The Goodyear Tire & Rubber Company] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.1] to the Company's Form 10-Q report for the quarter ended March 31, [removed: 2015,] [added: 2009,] filed May 6, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000015/ex32bylaws.htm)] [added: 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000027/exhibit101.htm)] | | |

| 4.4 | | | [Description of Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/105770/000010577021000008/ex44descriptionofregistere.htm)] [added: Securities (incorporated by reference to Exhibit 4.4 to the Company's 2020 Form 10-K, filed February 23, 2021).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000008/ex44descriptionofregistere.htm)] | | |

| 10.2 | | | [First Amendment and Incremental Facility Amendment, dated as of December 30, 2019, between West, each of the lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's 2019 10-K file February 24, [removed: 2020](https://www.sec.gov/Archives/edgar/data/105770/000010577020000015/ex102firstamendmentand.htm)[)](https://www.sec.gov/Archives/edgar/data/105770/000010577020000015/ex102firstamendmentand.htm).] [added: 2020)](https://www.sec.gov/Archives/edgar/data/105770/000010577020000015/ex102firstamendmentand.htm).] | | |

| [removed: 10.9] [added: 10.11] (2) | | | [Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.17 to the Company's 2008 Form 10-K report, filed February 27, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1017.htm) | | |

| [removed: 10.10] [added: 10.12] (2) | | | [Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, 2020 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-Q report for the quarter ended September 30, 2020, filed October 23, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000057/ex10102020amendedresta.htm) | | |

| [removed: 10.11] [added: 10.13] (2) | | | [Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30, 2013 (incorporated by reference to Exhibit 10.26 to the Company's 2013 Form 10-K report, filed February 27, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000005/ex1026nqdeferredcompensati.htm) | | |

| [removed: 10.12] [added: 10.15] (2) | | | [removed: [2016] [added: [2011] Omnibus Incentive Compensation Plan (incorporated by reference to [added: Exhibit 10.1 to] the Company's Form [removed: S-8] [added: 8-K] filed May [removed: 3, 2016).](http://www.sec.gov/Archives/edgar/data/105770/000110465916117151/a16-10405_1s8.htm)] [added: 6, 2011).](http://www.sec.gov/Archives/edgar/data/105770/000010577011000025/inctiveplan.htm)] | | |

| [removed: 10.13] [added: 10.16] (2) | | | [removed: [2011] [added: [2007] Omnibus Incentive Compensation Plan [added: effective as of May 1, 2007] (incorporated by reference to Exhibit [removed: 10.1] [added: 99.1] to the [removed: Company's] [added: Company’s] Form 8-K filed May [removed: 6, 2011).](http://www.sec.gov/Archives/edgar/data/105770/000010577011000025/inctiveplan.htm)] [added: 4, 2007).](http://www.sec.gov/Archives/edgar/data/105770/000110465907023945/a07-6354_2def14a.htm#a2007OmnibusIncentiveCompensation_015515)] | | |

| [removed: 10.14] [added: 10.22] (2) | | | [removed: [2007] [added: [Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007] Omnibus Incentive Compensation Plan [removed: effective as of May 1, 2007] (incorporated by reference to Exhibit [removed: 99.1] [added: 10.41] to the [removed: Company’s] [added: Company's 2008] Form [removed: 8-K] [added: 10-K report,] filed [removed: May 4, 2007).](http://www.sec.gov/Archives/edgar/data/105770/000110465907023945/a07-6354_2def14a.htm#a2007OmnibusIncentiveCompensation_015515)] [added: February 27, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm)] | | |

| [removed: 10.15] [added: 10.17] (2) | | | [Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2006, filed May 10, 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906032995/a06-10941_1ex10d2.htm) | | |

| [removed: 10.16] [added: 10.18] (2) | | | [Form of Director 2006 Non-Qualified Stock Option Award Notice (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended June 30, 2006, filed August 7, 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d1.htm) | | |

| [removed: 10.17] [added: 10.19] (2) | | | [Form of Director 2006 Stock Unit Award Notice (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended June 30, 2006, filed August 7, 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d2.htm) | | |

| [removed: 10.18] [added: 10.20] (2) | | | [Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended June 30, 2007, filed August 3, 2007).](http://www.sec.gov/Archives/edgar/data/105770/000110465907058768/a07-19128_1ex10d2.htm) | | |

| [removed: 10.19] [added: 10.21] (2) | | | [Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2008, filed May 8, 2008).](http://www.sec.gov/Archives/edgar/data/105770/000110465908031034/a08-11514_1ex10d2.htm) | | |

| [removed: 10.20] [added: 10.27] (2) | | | [Form of [removed: Director 2008 Deferred] [added: 2019] Stock [removed: Award,] [added: Option Award] issued [removed: pursuant to] [added: under] the [removed: 2007] [added: 2016] Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit [removed: 10.41] [added: 10.3] to the Company's [removed: 2008] Form [removed: 10-K report,] [added: 10-Q report for the quarter ended March 31, 2019,] filed [removed: February 27, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm)] [added: May 8, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1032019stockoptionawarda.htm)] | | |

| [removed: 10.21] [added: 10.23] (2) | | | [Form of 2009 Supplemental Long-Term Incentive Award (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2009, filed November 14, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000049/exhibit101.htm) | | |

| [removed: 10.22] [added: 10.25] (2) | | | [Form of 2014 [removed: Long-Term Incentive Plan] [added: Stock-Settled Restricted Stock Unit] Award (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended [removed: March 31,] [added: June 30,] 2014, filed [removed: May 8, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000016/ex1012014ltipaward.htm)] [added: August 1, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000046/ex1012014rsuawardletter.htm)] | | |

| [removed: 10.23 (2)] [added: 10.30 (3)] | | | [removed: [Form] [added: [Agreement, effective as] of [removed: 2014 Stock-Settled Restricted Stock Unit Award] [added: January 1, 2005, between us and The Goodyear Tire & Rubber Company] (incorporated by reference to Exhibit [removed: 10.1] [added: 10d] to the Company's Form 10-Q report for the quarter ended June 30, [removed: 2014,] [added: 2005,] filed August [removed: 1, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000046/ex1012014rsuawardletter.htm)] [added: 9, 2005).](http://www.sec.gov/Archives/edgar/data/105770/000010577005000400/exh10d.htm)] | | |

| [removed: 10.24] [added: 10.26] (2) | | | [Form of 2019 Performance Stock Unit (PSU) Award issued under the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2019, filed May 8, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1022019psuawardagreement.htm) | | |

| [removed: 10.26] [added: 10.28] | | | [Indemnification agreements between us and each of our directors (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K report filed January 6, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000002/exh10.htm) | | |

| [removed: 10.27] [added: 10.29] (2) | | | [Form of Change-in-Control Agreement between us and certain of our executive officers (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2017, filed October 31, 2017).](http://www.sec.gov/Archives/edgar/data/105770/000010577017000050/ex101change-inxcontrolagre.htm) | | |

| [removed: 10.28] [added: 10.32] (3) | | | [removed: [Agreement, effective as of January 1, 2005,] [added: [Second Agreement, dated August 16, 2016, to amend Agreement] between us and The Goodyear Tire & Rubber Company [added: and us] (incorporated by reference to Exhibit [removed: 10d] [added: 10.2] to the Company's Form 10-Q report for the quarter ended [removed: June] [added: September] 30, [removed: 2005,] [added: 2016,] filed [removed: August 9, 2005).](http://www.sec.gov/Archives/edgar/data/105770/000010577005000400/exh10d.htm)] [added: October 31, 2016).](http://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex102goodyearamendment.htm)] | | |

| [removed: 10.29] [added: 10.35] (3) | | | [removed: [First] [added: [Amended] Agreement, [added: dated and] effective [removed: as of] July [removed: 1, 2008, to amend Agreement] [added: 2, 2018,] between [removed: us] [added: Daikyo Seiko, Ltd.] and [removed: The Goodyear Tire & Rubber Company] [added: us] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Form 10-Q report for the quarter ended [removed: March 31, 2009,] [added: June 30, 2018,] filed [removed: May 6, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000027/exhibit101.htm)] [added: July 31, 2018).](http://www.sec.gov/Archives/edgar/data/105770/000010577018000032/ex102amendedagreement.htm)] | | |

| [removed: 10.30 (3)] [added: 10.36 (4)] | | | [removed: [Second] [added: [Amendment] Agreement, dated [removed: August 16, 2016, to amend Agreement] [added: as of October 15, 2019,] between us and [removed: The Goodyear Tire & Rubber Company and us] [added: Daikyo Seiko, Ltd.,] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company's Form [removed: 10-Q report for the quarter ended September 30, 2016,] [added: 8-K] filed October [removed: 31, 2016).](http://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex102goodyearamendment.htm)] [added: 16, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000040/exh101amendmentagreeme.htm)] | | |

| [removed: 10.31] [added: 10.33] (3) | | | [Distributorship Agreement, dated and effective January 18, 2017, between Daikyo Seiko, Ltd. and us (incorporated by reference to Exhibit 10.39 to the Company's 2016 Form 10-K report filed February 28, 2017).](http://www.sec.gov/Archives/edgar/data/105770/000010577017000011/ex1039distributoragreement.htm) | | |

| [removed: 10.32] [added: 10.34] (3) | | | [Amended and Restated Technology Exchange and CrossLicense Agreement, dated and effective January 18, 2017, between Daikyo Seiko, Ltd. and us (incorporated by reference to Exhibit 10.40 to the Company's 2016 Form 10-K report, filed February 28, 2017).](http://www.sec.gov/Archives/edgar/data/105770/000010577017000011/ex1040licenseagreement_2016.htm) | | |

| [removed: 10.34] [added: 10.37] (4) | | | [removed: [Amendment Agreement, dated as of October 15, 2019,] [added: [Global Master Supply Agreement by and] between [removed: us] [added: ExxonMobil Chemical Company] and [removed: Daikyo Seiko, Ltd.,] [added: us, entered into on January 10, 2020, and effective January 1, 2019 through December 31, 2023] (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K [added: report] filed [removed: October] [added: January] 16, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000040/exh101amendmentagreeme.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/105770/000010577020000002/exh101exxonsupplyagree.htm)] | | |

February 22, 2022

| /s/ Molly E. Joseph | | | Director | | | February 22, 2022 | | |

| Molly E. Joseph | | | | | | | | |

| 3.2 | | | [Our Bylaws, as amended through February 23, 2021 (incorporated by reference from our Form 8-k, filed March 1, 2021).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000014/wpsbylawamendmentsfinalfeb.htm) | | |

| 4.3 | | | [Article I and V of our Bylaws,](https://www.sec.gov/Archives/edgar/data/0000105770/000010577021000014/wpsbylawamendmentsfinalfeb.htm) [as amended through February 23, 2021 (incorporated by reference from our Form 8-k, filed March 1, 2021).](https://www.sec.gov/Archives/edgar/data/0000105770/000010577021000014/wpsbylawamendmentsfinalfeb.htm) | | |

| 10.1 | | | [LIBOR Transition Amendment to the Credit Agreement, dated as of March 28, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2021, filed October 28, 2021), between West, each of the lenders party thereto from time to time, and Bank of America, N.A](https://www.sec.gov/Archives/edgar/data/105770/000010577021000083/char1-1826719v3xlibortrans.htm) | | |

| 10.9 (2) | | | [Employment Agreement dated November 4, 2020, between Kimberly MacKay and us.](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/exh109kmagreement.htm) | | |

| 10.10 (2) | | | [Employment Agreement dated February 8, 2018, between Silji Abraham and us.](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/siljiabrahamofferletter.htm) | | |

| 10.14 (2) | | | [2016 Omnibus Incentive Compensation Plan, as amended through May 4, 2021 (incorporated by reference from our Form 8-k, filed May 4, 2021).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000030/amendmentno1to2016omnibusi.htm) | | |

February 23, 2021

| /s/ Paula A. Johnson, M.D., MPH | | | Director | | | February 23, 2021 | | |

| Paula A. Johnson, M.D., MPH | | | | | | | | |

| 10.1 | | | [Credit Agreement, dated as of March 28, 2019, between West, certain of its subsidiaries, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 1, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000016/exh101march282019creditagr.htm) | | |

| 10.25 (2) | | | [Form of 2019 Stock Option Award issued under the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q report for the quarter ended March 31, 2019, filed May 8, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1032019stockoptionawarda.htm) | | |

| 10.33 (3) | | | [Amended Agreement, dated and effective July 2, 2018, between Daikyo Seiko, Ltd. and us (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended June 30, 2018, filed July 31, 2018).](http://www.sec.gov/Archives/edgar/data/105770/000010577018000032/ex102amendedagreement.htm) | | |

| 10.35 (4) | | | [Global Master Supply Agreement by and between ExxonMobil Chemical Company and us, entered into on January 10, 2020, and effective January 1, 2019 through December 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K report filed January 16, 2020).](http://www.sec.gov/Archives/edgar/data/105770/000010577020000002/exh101exxonsupplyagree.htm) | | |