West Pharmaceutical Services (WST) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, [added: disrupted the labor market,] 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 [removed: virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.][added: virus.]

We are unable to predict the potential future impact that [removed: the COVID‑19 pandemic] [added: these factors] will have on our business, financial condition or results of operations.

A significant portion of our [removed: revenues] [added: net sales] and earnings are generated internationally.

Sales outside of the U.S. accounted for [removed: 57.7%] [added: 55.4%] of our consolidated net sales in [removed: 2021] [added: 2022] and we anticipate that sales from international operations will continue to represent a significant portion of our [removed: total] [added: net] sales in the future.

[removed: LIBOR reform may adversely] [added: Failure to comply with these regulations could result in fines and could] affect our [added: business,] financial condition, results of operations and cash [removed: flows.][added: flows.]

Our declaration and payment of future dividends is subject to risks and uncertainties, [removed: including:] [added: including] deterioration of our financial [removed: performance] [added: condition] or position; inability to declare a dividend in compliance with applicable laws or debt covenants; an increase in our cash needs or decrease in available cash; and the business judgment of the Board of Directors that a declaration of a dividend is not in our best interest.

The functioning of our manufacturing and distribution assets and systems could be disrupted for reasons either within or beyond our control, including, without limitation: extreme [removed: weather or] [added: weather, water scarcity and other] longer-term climatic changes; natural [added: or man-made] disasters; pandemic; war; accidental damage; disruption to the supply of material or services; product quality and safety issues; systems failure; workforce actions; or environmental matters.

There is a risk that incident management systems in place may prove inadequate and that any disruption may materially adversely affect our ability to make and sell products [removed: and,] [added: and] therefore, materially adversely affect our reputation, performance or financial condition.

Competition for experienced employees, particularly for persons with specialized skills, can be [removed: intense.][added: intense and has intensified following the COVID-19 pandemic.]

Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes [added: rapidly change and] could be materially different from our historical income tax provisions and accruals.

Furthermore, [removed: other] [added: multiple] states in the United States have enacted data privacy laws.

If we fail, or are perceived to have failed, to address or comply with obligations related to data privacy and security, we could face significant consequences, including, but not limited to, proceedings against the Company by governmental entities (e.g. investigations, fines, penalties, audits, inspections) or other entities or individuals, additional reporting requirements and/or [removed: oversight bans,] [added: governmental agency oversight,] damage to our reputation and credibility, or inability to process data or operate in certain jurisdictions, any of which could have a negative impact on revenues and profits.

Any violation of the FCPA, the U.K. Bribery Act or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties, and fines, any of which may [removed: could] adversely affect our business and financial condition.

We currently incur costs to comply with environmental laws and regulations and these costs may become more [removed: significant.][added: significant, especially as the laws become more stringent and our use of materials changes.]

[removed: Changes in the U.S. or international healthcare systems could result in reduced demand for our products, as our] [added: Our] sales depend, in part, on the extent to which [removed: pharmaceutical companies and] healthcare providers and facilities are reimbursed by government [removed: authorities,] [added: authorities (including Medicare, Medicaid and comparable foreign programs) and] private insurers [removed: and other third-party payers] for the costs of our products.

The coverage policies and reimbursement levels of third-party payers, which can vary among public and private [removed: sources,] [added: sources and by country,] may affect which products customers purchase and the prices they are willing to pay for [removed: these] [added: those] products in a particular jurisdiction.

Global economic conditions, including inflation and supply chain disruptions, could continue to adversely affect our operations.

General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations, and economic slowdown or recession, may result in unfavorable conditions.

Those conditions could negatively affect demand for our products due to customers decreasing their inventories in the near-term or long-term, reduction in sales due to raw material shortages, reduction in research and development efforts, our inability to sufficiently hedge our currency and raw material costs, insolvency of suppliers or customers, and exacerbate some of the other risks that affect our business, financial condition and results of operations.

Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and inflation rates in the U.S., as well as in other countries in which we operate, are currently expected to continue at elevated levels for the near-term.

In addition, the Federal Reserve in the U.S. and other central banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world.

We are subject to risks associated with public health crises, such as pandemics and epidemics, including the COVID-19 pandemic.

The nature and extent of future impacts are highly uncertain and unpredictable.

While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of the SARS-CoV-2 virus may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus.

Any such measures could also impact the global economy more broadly, for example by leading to further economic slowdowns.

The global outlook remains uncertain as case counts fluctuate and vaccination and booster rates remain relatively low in many parts of the world.

The scope and duration of any future public health crisis, including the potential emergence of new variants of the SARS-CoV-2 virus, the pace at which government restrictions, including, but not limited to, quarantines, “shelter in place” and “stay at home” order, travel restrictions and other similar measures, are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, may significantly impact our production throughout the supply chain and constrict distribution channels.

Our foreign operations subject us to certain commercial, political and financial risks.

Our business in these foreign markets is subject to general political conditions, including any political instability (such as those resulting from war, terrorism and insurrections) and general economic conditions in these markets, such as inflation, deflation, interest rate volatility and credit availability.

Additionally, a number of factors, including U.S. relations with the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, increases in trade protectionism, or the weakening or loss of certain intellectual property protection rights in some countries, may affect our business, financial condition and results of operations.

Foreign regulatory requirements, including those related to the testing, authorization, and labeling of products and import or export licensing requirements, could affect the availability of our products in these markets.

In addition to risks associated with general political conditions, our international operations are subject to fluctuations in foreign currency exchange rates.

In addition, our international operations are governed by the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.

Global enforcement of anti-corruption laws has increased substantially in recent years, with more enforcement proceedings by U.S. and foreign governmental agencies and the imposition of significant fines and penalties.

While we have implemented policies and procedures relating to compliance with these laws, our international operations create the risk that there may be unauthorized payments or offers of payments made by employees, consultants, sales agents or distributors.

Any alleged or actual violations of these laws may subject us to government investigations and significant criminal or civil sanctions and other liabilities, and negatively affect our reputation.

The price and supply of these materials and energy sources are cyclical and volatile, and may be impacted or disrupted for reasons beyond our control, including supplier shutdowns, supplier capacity constraints, transportation delays, inflationary pricing pressures, work stoppages, labor shortages, geopolitical developments and governmental regulatory actions.

We may be unable to increase capacity or efficiency at our own manufacturing facilities, which could adversely affect our business, financial condition, and results of operations.

We must adjust our production capacity as customer demand changes and are focused on increasing capacity at various facilities through our capital strategy.

If we are unable to increase capacity levels at the rate we expect, or if unforeseen costs or other challenges associated with increasing that capacity arise, we may not be able to achieve our financial targets.

Additionally, we are committed to supporting a full portfolio of our products for our customers.

That commitment, along with shifts of product mix and complexity, may result in more frequent equipment change-overs and potentially increased costs because of the high fixed cost nature of our business, causing lower gross margins due to under-absorption of those fixed costs.

Changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance

There is continuing concern from members of the scientific community and the general public that emissions of GHG and other activities have or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, hurricanes, wildfires and flooding.

These types of extreme weather events have and may continue to adversely impact us, raw material availability, our suppliers, our customers and their ability to purchase our products and our ability to timely manufacture and transport our products.

We believe it is likely that the scientific and political attention to issues concerning the extent and causes of climate change will continue, with new and more restrictive legislation regulations and focus on ESG initiatives that could affect our financial condition, results of operations and cash flows.

Foreign, federal, state and local regulatory and legislative bodies, such as the SEC, have proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may include climate change, regulating GHG emissions, energy policies, recycling of plastic materials, waste taxes, and other governmental charges and mandates.

If additional legislation or regulations were enacted, we could incur increased energy, environmental, administrative and other costs and capital expenditures to comply with the limitations.

We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change and any alleged impact of our operations on climate change.

We, along with other companies in many business sectors have been implementing and expanding ESG and sustainability strategies, specifically ways to track and reduce GHG emissions.

As a result, our customers may request that changes be made to our products, procedures or facilities, as well as other aspects of our business, that increase costs and may require the investment of capital or reduction in profit margins if not offset by price increases, customer investment or other cost savings.

Failure to provide climate-friendly products or demonstrate GHG reductions could potentially result in loss of market share.

Additionally, the costs of procuring energy, including renewable energy, or offsetting GHG emissions to meet our goals, satisfy government regulations or meet the requests of our customers may increase.

Changes in reimbursement practices of third-party payers or other cost containment measures could affect the demand for our products and the prices at which they are sold.

Reimbursement rates can also affect the market acceptance rate of new technologies and products.

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.

Our operating results may be adversely affected by unfavorable economic and market conditions.

The current uncertainty in the global economy, including the effects of recession or slow economic growth in the U.S., Europe, and emerging markets in Asia and South America, may negatively affect our operating results.

Examples of the effects of these global economic challenges include: our suppliers’ and our customers’ inability to access the credit markets at commercially reasonable rates; reduction in sales due to customers decreasing their inventories in the near-term or long-term or due to liquidity difficulties; reduction in sales due to shortages of materials we purchase from our suppliers; reduction in research and development efforts and expenditures by our customers; our inability to hedge our currency and raw material risks sufficiently or at commercially reasonable prices; insolvency of suppliers or customers; inflationary pressures on our supplies or our products; and increased expenses due to growing global taxation of corporate profits or revenues or changes in, or expirations of, a country’s tax laws or regulations.

Our operating results in one or more geographic regions may also be affected by uncertain or changing economic conditions within that region.

If economic and market conditions in the U.S. or Europe, or in emerging markets, weaken further, we may experience material adverse impacts on our business, financial condition and results of operations.

Our variable-rate debt, which includes our senior unsecured, multi-currency revolving credit facility agreement dated as of March 28, 2019 (the “Credit Agreement”), and its accompanying Incremental Facility Amendment dated as of December 30, 2019 (the “Term Loan”), currently use the London Interbank Offered Rate ("LIBOR") as a benchmark for establishing the interest rate.

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.

Supply and demand factors, which are beyond our control, generally affect the price of our raw materials and utility costs.

The prices of many of these raw materials and utilities are cyclical and volatile.

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

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

For example, Virginia passed the Consumer Data Protection Act, and Colorado passed the Colorado Privacy Act, both of which become effective in 2023.

Healthcare reform may adversely affect our results of operations.

Legislative or administrative reforms to reimbursement systems in the U.S. or abroad (for example, those under consideration in France, Germany, Italy and the United Kingdom) could significantly reduce reimbursement for our customers’ products, which could in turn reduce the demand for our products.

Moreover, in the coming years, additional changes could be made to global governmental healthcare programs that could significantly impact the success of our products.

We will continue to evaluate healthcare reform, as well as trends and changes that may be encouraged by healthcare legislation globally and that may potentially impact our business over time.

The uncertain effects of climate change and potential climate change legislation could lead to business interruption, significantly increased costs and/or other adverse consequences to our business.

Climate change and potential climate change legislation may present risks to our operations, including business interruption, significantly increased costs and/or other adverse consequences to our business.

Some of the potential impacts of climate change to our business include physical risks to our facilities, water and energy supply limitations or interruptions, disruptions to our supply chain and impairment of other resources.

In addition, if legislation or regulations are enacted or promulgated in the U.S., 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.

Our manufacturing operations may not be able to operate as planned if we are not able to comply with new legal and regulatory legislation around climate change, or it may become too costly to operate in a profitable manner.

Additionally, suppliers’ added expenses could be passed on to us in the form of higher prices and we may not be able to pass on such expenses to our customers through price increases.

The following discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of [removed: our] [added: the] Company.

Our products include a variety of primary [added: proprietary] packaging, containment solutions, reconstitution and transfer systems, and drug delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions.

Our customers include [removed: the] leading biologic, generic, pharmaceutical, diagnostic, and [removed: additional] medical device companies [removed: in] [added: around] the world.

Our business operations are organized into two [removed: reportable] [added: global] segments, Proprietary Products and Contract-Manufactured Products.

Our Proprietary Products reportable segment offers proprietary packaging, containment [added: solutions] and drug delivery [removed: products,] [added: systems,] along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers.

[removed: Throughout the COVID-19 pandemic, our] [added: Our] production facilities [removed: have continued] [added: continue] to operate as they had prior to the [added: COVID-19] 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 net sales results from the sale of goods or services and reflects the net consideration [removed: to] which we expect to [removed: be entitled to] [added: receive] in exchange for those goods or services.

Gross profit is calculated as net sales less cost of goods [added: and services] sold.

Research and development expenses relate to our investments in improvements to our manufacturing processes, product enhancements, and additional investments in our [removed: self-injection systems development, fluid transfer admixture devices,] elastomeric packaging components, [removed: and] formulation [removed: development.][added: development, drug containment systems, self-injection systems and drug administration consumables.]

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

| Tax law changes (7) | | | — | | | | | | [removed: 0.3] [added: (5.7)] | | | | | | [removed: (0.3)] [added: 5.7] | | | | | | [removed: —] [added: 0.07] | | |

| Year ended December 31, [removed: 2019] [added: 2022] adjusted amounts (non-U.S. GAAP) | | | $ | [removed: 296.4] [added: 762.0] | | | | | $ | [removed: 59.4] [added: 133.0] | | | | | $ | [removed: 244.6] [added: 650.0] | | | | | $ | [removed: 3.24] [added: 8.58] | |

During [removed: 2019,] [added: 2022,] we recorded a tax benefit of [removed: $10.3] [added: $16.5] million associated with stock-based compensation.

[removed: (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.

[removed: (2) The Company] [added: In 2021 and 2020, we] recorded a pension settlement charge [added: each year] within other nonoperating [removed: (income) expense,] [added: expense (income),] as it [added: was] determined that normal-course lump-sum payments for our U.S. [removed: qualified, and in 2020 and 2019 our non-qualified, defined benefit] pension plan exceeded the threshold for settlement accounting.

[removed: (3)] During 2021, the [removed: company] [added: 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.

(4) [removed: The] [added: During 2021, 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 [added: and Services] Sold and $0.9 million of the charge is recorded in Selling, General, and Administrative expense, due to the nature of the impaired assets.

[removed: (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.

[removed: (6) The] [added: During 2021, the] Company prepaid future royalties from one of its subsidiaries, which resulted in a $18.5 million tax benefit.

[removed: (7)] During 2021, the Company recorded a tax benefit of $1.4 million due to the impact of a United Kingdom tax law change enacted during the period.

| ($ in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021/2020] [added: 2022/2021] | | | | | | [removed: 2020/2019] [added: 2021/2020] | | |

| Proprietary Products | | | $ | [removed: 2,317.3] [added: 2,406.8] | | | | | $ | [removed: 1,648.6] [added: 2,317.3] | | | | | $ | [removed: 1,398.6] [added: 1,648.6] | | | | | [removed: 40.6] [added: 3.9] | | % | | | | [removed: 17.9] [added: 40.6] | | % |

| Contract-Manufactured Products | | | [removed: 514.7] [added: 480.4] | | | | | | [removed: 498.6] [added: 514.7] | | | | | | [removed: 441.5] [added: 498.6] | | | | | | [removed: 3.2] [added: (6.7] | | [removed: %] [added: %)] | | | | [removed: 12.9] [added: 3.2] | | % |

| Intersegment sales elimination | | | [removed: (0.4)] [added: (0.3)] | | | | | | [removed: (0.3)] [added: (0.4)] | | | | | | [removed: (0.2)] [added: (0.3)] | | | | | | [removed: 33.3] [added: (25.0] | | [removed: %] [added: %)] | | | | [removed: 50.0] [added: 33.3] | | % |

| Consolidated net sales | | | $ | [removed: 2,831.6] [added: 2,886.9] | | | | | $ | [removed: 2,146.9] [added: 2,831.6] | | | | | $ | [removed: 1,839.9] [added: 2,146.9] | | | | | [removed: 31.9] [added: 2.0] | | % | | | | [removed: 16.7] [added: 31.9] | | % |

[removed: 2021 compared to 2020][added: | ($ in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022/2021 | | | | | | 2021/2020 | | |]

[removed: Consolidated] [added: Proprietary Products – Proprietary Products] net sales increased by [removed: $684.7] [added: $89.5] million, or [removed: 31.9%,] [added: 3.9%,] in [removed: 2021,] [added: 2022,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $53.5] [added: $138.6] million.

Excluding foreign currency translation effects, consolidated net sales increased by [removed: $631.2] [added: $217.9] million, or [removed: 29.4%.][added: 7.7%.]

[removed: Proprietary] [added: Contract-Manufactured] Products – [removed: Proprietary] [added: Contract-Manufactured] Products net sales [removed: increased] [added: decreased] by [removed: $668.7] [added: $34.3] million, or [removed: 40.6%,] [added: 6.7%,] in [removed: 2021,] [added: 2022,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $46.1] [added: $24.0] million.

Excluding foreign currency translation effects, net sales increased by [removed: $8.6] [added: $228.1] million, or [removed: 1.7%, due to an increase primarily in the sale of healthcare-related medical devices.][added: 9.8%.]

Consolidated [removed: net sales increased] [added: SG&A costs decreased] by [removed: $307.0] [added: $45.9] million, or [removed: 16.7%,] [added: 12.7%,] in [removed: 2020,] [added: 2022,] including a favorable foreign currency translation impact of [removed: $5.7] [added: $7.9] million.

| Gross profit | | | $ | [removed: 1,093.9] [added: 1,053.3] | | | | | $ | [removed: 682.2] [added: 1,093.9] | | | | | $ | [removed: 540.4] [added: 682.2] | | | | | [removed: 60.3] [added: (3.7] | | [removed: %] [added: %)] | | | | [removed: 26.2] [added: 60.3] | | % |

| Gross profit margin | | | [removed: 47.2] [added: 43.8] | | % | | | | [removed: 41.4] [added: 47.2] | | % | | | | [removed: 38.6] [added: 41.4] | | % | | | | | | | | | | | | |

| Gross profit | | | $ | [removed: 83.8] [added: 82.9] | | | | | $ | [removed: 85.6] [added: 83.8] | | | | | $ | [removed: 65.5] [added: 85.6] | | | | | [removed: (2.1)] [added: (1.1] | | [removed: %] [added: %)] | | | | [removed: 30.7] [added: (2.1] | | [removed: %] [added: %)] |

| Gross profit margin | | | [removed: 16.3] [added: 17.3] | | % | | | | [removed: 17.2] [added: 16.3] | | % | | | | [removed: 14.8] [added: 17.2] | | % | | | | | | | | | | | | |

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

| Consolidated gross profit | | | $ | [removed: 1,175.8] [added: 1,136.2] | | | | | $ | [removed: 767.8] [added: 1,175.8] | | | | | $ | [removed: 605.7] [added: 767.8] | | | | | [removed: 53.1] [added: (3.4] | | [removed: %] [added: %)] | | | | [removed: 26.8] [added: 53.1] | | % |

| Consolidated gross profit margin | | | [removed: 41.5] [added: 39.4] | | % | | | | [removed: 35.8] [added: 41.5] | | % | | | | [removed: 32.9] [added: 35.8] | | % | | | | | | | | | | | | |

Consolidated gross profit [removed: increased] [added: decreased] by [removed: $408.0] [added: $39.6] million, or [removed: 53.1%,] [added: 3.4%,] in [removed: 2021,] [added: 2022,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $19.5] [added: $60.4] million.

Impact of COVID-19 and other Macroeconomic Factors

West has been actively monitoring the impact of the COVID-19 pandemic globally.

Through the twelve months ended December 31, 2022, the war between Russia and Ukraine has not had a material impact on the Company’s business, financial condition or results of operations as we do not have manufacturing operations or significant commercial relationships in either country.

However, the continuation of the Russia-Ukraine military conflict and/or an escalation of the conflict beyond its current scope may further weaken the global economy and could result in additional inflationary pressures and supply chain constraints, including the unavailability and cost of energy.

During 2022, we experienced higher costs for raw materials and supply chain challenges related to manufacturing equipment.

Due to the uncertainty that exists relative to the duration and overall impact of the macroeconomic factors discussed above, our future operating performance, particularly in the short-term, may be subject to volatility.

The impacts of macroeconomic conditions on our business, results of operations, financial condition and cash flows are dependent on certain factors, including those discussed in Item 1A.

*[Risk Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*.

| Year ended December 31, 2022 GAAP | | | $ | 734.0 | | | | | $ | 114.7 | | | | | $ | 585.9 | | | | | $ | 7.73 | |

| Restructuring and related charges (1) | | | 23.8 | | | | | | 2.0 | | | | | | 21.8 | | | | | | 0.29 | | |

| Pension settlement (2) | | | — | | | | | | 20.6 | | | | | | 31.6 | | | | | | 0.42 | | |

| Amortization of acquisition-related intangible assets (3) | | | 0.7 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

| Cost investment activity (5) | | | 3.5 | | | | | | — | | | | | | 3.5 | | | | | | 0.05 | | |

| Royalty acceleration (6) | | | — | | | | | | 1.3 | | | | | | (1.3) | | | | | | (0.02) | | |

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

(1) During 2022, the Company recorded restructuring and related charges of $23.8 million, which primarily included $8.7 million in net severance and post-employment benefits primarily in connection with our plan to adjust our operating cost base and $15.3 million in asset-related charges associated with this plan.

Please refer to Note 16, *[Other Expense (Income](#i8148abfe270d4f15aa2ba9319df722dc_124)[)](#i8148abfe270d4f15aa2ba9319df722dc_124),* for further discussion of these items.

(2) During 2022, we recorded a gross pension settlement charge of $52.2 million within other nonoperating expense (income), which primarily relates to the full settlement of the U.S. qualified defined benefit plan (the "U.S. pension plan").

Please refer to Note 15, *[Benefit Plans](#i8148abfe270d4f15aa2ba9319df722dc_121),* for further discussion of these items.

(3) During 2022, the Company recorded $0.7 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.

(5) During 2022, the Company recorded a cost investment impairment charge of $3.5 million.

(6) During 2022, the Company increased its expected tax benefit related to the prepayment of future royalties from one of its subsidiaries by $1.3 million.

(7) During 2022, the Company incurred additional tax expense of $5.7 million due to the impact of a tax law change in the state of Pennsylvania enacted during the period.

Discussion of the year-over-year changes for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020 and the results of operations and cash flows for the fiscal year ended December 31, 2020 is included in Item 7, *Management’s Discussion and Analysis of Financial Condition and Result of Operations* of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 22, 2022, and is incorporated herein by reference.

Consolidated net sales increased by $55.3 million, or 2.0%, in 2022, due to sales price increases of approximately $106 million and a favorable mix of products sold despite a decline in net COVID-19 related activity for COVID-19 vaccines and antiviral treatments.

This was partially offset by an unfavorable foreign currency translation impact of $162.6 million.

The increase is primarily due to growth in our high-value product offerings of approximately $168 million, including our NovaPure®, Envision® and Westar® products, which is inclusive of sales price increases and an approximately $71 million decline in net COVID-19 related activity for COVID-19 vaccines and antiviral treatments.

Excluding foreign currency translation effects, net sales decreased by $10.3 million, or 2.0%, due to a decline in sales of components for diagnostic devices, offset by sales price increases.

Consolidated gross profit margin decreased by 2.1 margin points in 2022, due to increased plant spend to meet ongoing product demand and increased labor and overhead costs, primarily within transportation and compensation, that were driven by inflation.

This was offset by increased sales prices.

Proprietary Products gross profit margin decreased by 3.4 margin points in 2022.

The decrease is driven by inflationary headwinds of approximately $85 million, additional plant spend to meet ongoing product demand and a higher allocation of functional spend from Selling, General and Administrative Costs of approximately $18 million, offset by increased sales prices and a favorable mix of products sold.

Consolidated R&D costs increased by $5.7 million, or 10.8%, in 2022, as compared to 2021, due to additional research performed to identify new product opportunities, offset by lower annual incentive compensation.

| Corporate | | | 83.4 | | | | | | 102.1 | | | | | | 89.0 | | | | | | (18.3 | | %) | | | | 14.7 | | % |

The decrease was primarily due to lower annual incentive compensation and a higher allocation of functional spend to Cost of Goods and Services Sold, offset by an increase in professional fees and salaries and fringe benefits.

Proprietary Products – Proprietary Products SG&A costs decreased by $32.2 million, or 13.2%, in 2022, primarily due to higher allocation of functional spend to Cost of Goods and Services Sold of approximately $18 million, lower annual incentive compensation of approximately $17 million, and a favorable foreign currency translation impact of $6.6 million.

Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $5.0 million, or 31.4%, in 2022, primarily due to a higher allocation of functional spend and increased salaries and fringe benefits, partially offset by a reduction in annual incentive compensation.

Corporate – Corporate SG&A costs decreased by $18.7 million, or 18.3%, in 2022, primarily due to a reduction in mark-to-market expense related to stock-based compensation of approximately $10 million and lower annual incentive compensation of approximately $7 million.

| ($ in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

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.

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.

| Year ended December 31, 2019 GAAP | | | $ | 296.6 | | | | | $ | 59.0 | | | | | $ | 241.7 | | | | | $ | 3.21 | |

| Restructuring and related charges (1) | | | 4.9 | | | | | | 1.2 | | | | | | 3.7 | | | | | | 0.04 | | |

| Gain on restructuring-related sale of assets | | | (1.7) | | | | | | (0.4) | | | | | | (1.3) | | | | | | (0.02) | | |

| Pension settlement (2) | | | — | | | | | | 0.8 | | | | | | 2.7 | | | | | | 0.04 | | |

| Argentina currency devaluation | | | 1.0 | | | | | | — | | | | | | 1.0 | | | | | | 0.01 | | |

| Tax recovery (8) | | | (4.4) | | | | | | (1.5) | | | | | | (2.9) | | | | | | (0.04) | | |

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

During 2019, the Company recorded a net tax benefit of $0.3 million due to the impact of federal law changes enacted during the respective year.

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

Excluding foreign currency translation effects, net sales increased by $622.6 million, or 37.8%, primarily due to growth in our high-value product offerings, including Westar®, NovaPure®, Daikyo®, and FluroTec®-coated components.

Net sales in 2021 included approximately $459 million in COVID-19 related activity for vaccines, antiviral treatments and treatment of underlying COVID-19 symptoms.

Net sales in 2020 included approximately $99 million in COVID-19 related activity for vaccines, antiviral treatments and treatment of underlying COVID-19 symptoms.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $16.1 million, or 3.2%, in 2021, including a favorable foreign currency translation impact of $7.4 million.

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

2020 compared to 2019

Excluding foreign currency translation effects, as well as incremental sales of $1.2 million from the acquisition of our distributor in South Korea in 2019, consolidated net sales increased by $300.1 million, or 16.3%.

Proprietary 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.

Excluding foreign currency translation effects, as well as $1.2 million of incremental sales in 2020 from the acquisition of our distributor in South Korea in 2019, net sales increased by $246.6 million, or 17.6%, primarily due to growth in our high-value product offerings, including our FluroTec-coated components, Westar® components, Daikyo® and NovaPure® components, Daikyo Crystal Zenith® products, and our self-injection delivery platforms, all of which included approximately $99 million in COVID-19 related activity for vaccines, antiviral treatments and treatment of underlying COVID-19 symptoms.

Contract-Manufactured 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.

Excluding foreign currency translation effects, net sales increased by $53.5 million, or 12.1%, due to an increase in the sale of healthcare-related injection and diagnostic devices.

Consolidated gross profit margin increased by 5.7 margin points in 2021.

Proprietary Products gross profit margin increased by 5.8 margin points in 2021, due to a favorable mix of products sold, sales price increases and production efficiencies, partially offset by increased overhead costs including compensation costs.

Contract-Manufactured Products gross profit margin decreased by 0.9 margin points in 2021, due to unfavorable mix of products sold and timing of the pass-through of raw material price increases to customers.

Consolidated gross profit increased by $162.1 million, or 26.8%, in 2020, including a favorable foreign currency translation impact of $1.0 million.

Consolidated gross profit margin increased by 2.9 margin points in 2020.

Proprietary 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.

Proprietary Products gross profit margin increased by 2.8 margin points in 2020, due to a favorable mix of products sold, production efficiencies, and sales price increases, partially offset by increased overhead costs including compensation costs and COVID-19 related expenses.

Contract-Manufactured 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.

Consolidated R&D costs increased by $5.9 million, or 12.6%, in 2021, as compared to 2020.

Consolidated R&D costs increased by $8.0 million, or 20.6%, in 2020, as compared to 2019.

| Corporate and unallocated items | | | 102.1 | | | | | | 89.0 | | | | | | 66.6 | | | | | | 14.7 | | % | | | | 33.6 | | % |

Consolidated SG&A costs increased by $60.8 million, or 20.1%, in 2021, including an unfavorable foreign currency translation impact of $2.6 million.

Proprietary Products – Proprietary Products SG&A costs increased by $47.3 million, or 23.9%, in 2021, primarily due to an increase in compensation costs and increased headcount costs, increase in professional services and legal services, partially offset by a reduction in travel expenses.

Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $0.4 million, or 2.6%, in 2021, due to an increase in compensation costs.

Corporate and unallocated items – Corporate SG&A costs increased by $13.1 million, or 14.7%, in 2021, primarily due to increases in compensation costs and stock-based compensation costs.

Consolidated SG&A costs increased by $29.3 million, or 10.7%, in 2020 with no foreign currency translation impact.

Sales outside of the U.S. accounted for [removed: 57.7%] [added: 55.4%] of our consolidated net sales in [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] the total amount of these forward exchange contracts [removed: were $13.4] [added: was Singapore Dollar ("SGD") 601.5] million and [removed: SGD 601.5] [added: $13.4] million.

As of December 31, [removed: 2021,] [added: 2022,] we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:

The notional amount of the cross-currency swap is [removed: ¥9.4] [added: ¥9.1] billion [removed: ($85.5] [added: ($83.2] million) as of December 31, [removed: 2021.][added: 2022.]

Under the cross-currency swap, we receive floating interest rate payments based on [removed: three-month] USD [removed: LIBOR] [added: compounded SOFR] plus a margin, in return for paying floating interest rate payments based on [removed: three-month] Japanese Yen [removed: LIBOR or successor rate] [added: (“Yen”) Tokyo Overnight Average Rate ("TONAR")] plus a margin.

Long-term debt consists of our Term Loan and Series [removed: A,] B and C notes.

| ($ in millions) | | | [removed: 2022 | | |] 2023 | | | 2024 | | | 2025 | | | 2026 | | | [added: 2027 | | |] Thereafter | | | Carrying Value | | | Fair Value | | |

| U.S. dollar denominated | | | [removed: $42.0] | | | [added: $81.0] | | | | | | | | | | | | | | | [removed: $42.0] [added: $81.0] | | | [removed: $42.5] [added: $81.0] | | |

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

| Average interest rate - variable | | | [removed: 1.10%] [added: 5.56%] | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. dollar denominated | | | | | | [added: $53.0] | | | [removed: $53.0] | | | | | | [added: $73.0] | | | [removed: $73.0] | | | $126.0 | | | [removed: $134.5] [added: $121.1] | | |

| Average interest rate - variable | | | | | | [removed: 1.10%] [added: 5.56%] | | | [removed: 1.10%] | | | | | | | | | | | | | | | | | |

From November 2017 through December [removed: 2021,] [added: 2022,] we purchased several series of call options for a total of [removed: 640,267] [added: 867,500] 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 2021, the gain recorded in [removed: cost of goods and services sold] [added: other expense (income)] related to these options was $1.7 million.

As of December 31, [removed: 2021,] [added: 2022,] we had outstanding contracts to purchase [removed: 188,242] [added: 258,597] barrels of crude oil from [removed: January] [added: December] 2022 to [removed: June 2023,] [added: September 2024,] at a weighted-average strike price of [removed: $74.16] [added: $108.28] per barrel.

| USD | | | 1.7 | | | | | | — | | | 1.2 | | |

| Yen | | | 6,123.6 | | | | | | 31.0 | | | 15.0 | | |

| SGD | | | 62.8 | | | | | | 21.1 | | | 23.5 | | |

In addition, we receive periodic fixed principal payments of USD in return for paying fixed principal payments of Yen.

A sensitivity analysis of changes in fair value of these contracts outstanding as of December 31, 2022, while not predictive in nature, indicated that a 10% decrease or increase in the foreign currency exchange rates from their level would increase or decrease the fair value of these contracts by $8.9 million or $3.7 million, respectively, the majority of which relates to our hedges of the movement between the Euro and United States Dollar contracts.

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

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

A change of 1.0% in variable interest rates would decrease or increase annual interest expense by $0.8 million based on our outstanding debt as of December 31, 2022.

During 2022, the gain recorded in other expense (income) related to these options was $1.5 million.

A sensitivity analysis of changes in brent crude oil prices indicated that a 10% decrease or increase in pricing would decrease or increase the fair value of our commodity call options by $0.5 million or $0.7 million, respectively, as of December 31, 2022.

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

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

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

| Average interest rate - fixed | | | | | | | | | 3.82% | | | | | | | | | 4.02% | | | | | | | | |

| U.S. dollar denominated | | | | | | $2.3 | | | $81.0 | | | | | | | | | | | | $83.3 | | | $83.3 | | |

During 2020, the loss recorded in cost of goods and services sold related to these options was $0.2 million.

Our products include a variety of primary [added: proprietary] packaging, containment solutions, reconstitution and transfer systems, and drug delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions.

Our customers include [removed: the] leading biologic, generic, pharmaceutical, diagnostic, and medical device companies in the world.

Our business operations are organized into two [removed: reportable] [added: global business] segments, Proprietary Products and Contract-Manufactured Products.

[removed: Proprietary] [added: *Proprietary] Products [removed: Segment][added: Segment*]

Our Proprietary Products reportable segment offers proprietary packaging, containment [added: solutions] and drug delivery [removed: products,] [added: systems,] along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers.

[removed: This product portfolio] [added: These packaging products] also includes syringe and cartridge components, including custom solutions for the specific needs of injectable drug applications, as well as administration systems that can enhance the safe delivery of drugs through advanced reconstitution, mixing and transfer technologies.

We also provide films, coatings, washing, vision inspection and sterilization processes and services to enhance the quality of [added: our] packaging [removed: components] [added: products] and mitigate the risk of contamination and compatibility issues.

Offering the combination of primary [added: proprietary] packaging components, containment solutions, and drug delivery devices, as well as a broad range of integrated services, helps to position us as a leader in the integrated containment and delivery of injectable medicines.

This reportable segment has manufacturing facilities in North and South America, Europe, and [removed: Asia Pacific,] [added: Asia,] with affiliated companies in Mexico and Japan.

Please refer to Item 2, [removed: *[Properties](#i7740c5f96d394ffd8fb3d2ec72cdae75_25)*,] [added: *[Properties](#i8148abfe270d4f15aa2ba9319df722dc_25)*,] for additional information on our manufacturing and other sites.

[removed: Contract-Manufactured] [added: *Contract-Manufactured] Products [removed: Segment][added: Segment*]

These products include a variety of custom contract-manufacturing and assembly solutions, which use [removed: such] technologies [added: such] as multi-component molding, in-mold labeling, ultrasonic welding, clean room molding and device assembly.

Sales outside of the U.S. accounted for [removed: 57.7%] [added: 55.4%] of our [removed: consolidated] net sales in [removed: 2021.][added: 2022.]

These risks include currency fluctuations relative to the U.S. Dollar (“USD”), multiple tax jurisdictions and, particularly in South America, Eastern Europe, [removed: Israel] [added: Israel, China] 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](#i7740c5f96d394ffd8fb3d2ec72cdae75_19);*] [added: Factors](#i8148abfe270d4f15aa2ba9319df722dc_19);*] Part II, Item 7, *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)*] [added: Operations](#i8148abfe270d4f15aa2ba9319df722dc_46)*] under the caption *Financial Condition, Liquidity and Capital Resources;* Part II, Item 7A, *[Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7740c5f96d394ffd8fb3d2ec72cdae75_55);*] [added: Risk](#i8148abfe270d4f15aa2ba9319df722dc_55);*] Note 1, *[Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i7740c5f96d394ffd8fb3d2ec72cdae75_79)*] [added: Policies](#i8148abfe270d4f15aa2ba9319df722dc_79)*] under the captions *Financial Instruments* and *Foreign Currency Translation;* and Note 11, *[Derivative Financial [removed: Instruments](#i7740c5f96d394ffd8fb3d2ec72cdae75_109)*.][added: Instruments](#i8148abfe270d4f15aa2ba9319df722dc_109)*.]

[removed: Intellectual] [added: Our intellectual] property, including patents, [added: patent applications,] trademarks, copyrights, [added: know-how] and trade secrets, is important to our business.

We own or license intellectual property rights, including know-how and issued patents and pending patent applications in the U.S. and in other countries, that relate to various aspects of our [removed: products.][added: business.]

In [removed: 2021,] [added: 2022,] more than [removed: 200] [added: 150] patents were issued to West across the globe.

[removed: Some] [added: Certain] key value-added and proprietary products and processes are exclusively licensed from Daikyo.

Our business activities are global and are subject to various federal, state, local, and foreign laws, rules, and [removed: regulations.][added: regulations to healthcare, environmental protection, occupational health and safety, anti-corruption, export control, product safety and efficacy, employment, privacy and other areas.]

[removed: Accordingly, the] [added: 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).

Regulatory authorities, including regulatory review and oversight, can impact the time and cost associated with the development and continued availability of our products, and they have the authority to take various administrative and legal actions against [removed: West, such as product recalls.][added: West.]

Compliance with these laws, rules and regulations did not require material capital expenditures in [removed: 2021,] [added: 2022,] and is not expected to have a material effect on our capital expenditures, results of operations and competitive position in [removed: 2022] [added: 2023] as compared to prior periods.

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

There were no required material capital expenditures for adherence to our government-led regulatory standards in our facilities in [removed: 2021] [added: 2022] outside the normal course of [removed: business] [added: business,] and there are currently no needed or planned material expenditures for [removed: 2022.][added: 2023.]

[removed: With the recent increased regulations, we] [added: We] remain committed as a company to comply with all laws and regulations applicable to our business.

There were no required material capital expenditures for environmental controls in our facilities in [removed: 2021] [added: 2022] and there are currently no needed or planned material expenditures for [removed: 2022.][added: 2023.]

Our ten largest customers accounted for [removed: 41.4%] [added: 45.6%] of our consolidated net sales in [removed: 2021,] [added: 2022,] but none of these customers individually accounted for more than 10% of consolidated net sales.

Please refer to Note 3, [removed: *[Revenue](#i7740c5f96d394ffd8fb3d2ec72cdae75_85)*,] [added: *[Revenue](#i8148abfe270d4f15aa2ba9319df722dc_85)*,] and Note 19, *[Segment [removed: Information](#i7740c5f96d394ffd8fb3d2ec72cdae75_136)*,] [added: Information](#i8148abfe270d4f15aa2ba9319df722dc_133)*,] for additional information on our consolidated net sales.

Competition for these components is based primarily on product design and performance, quality, [removed: regulatory,] [added: regulatory compliance,] and scientific expertise, along with total cost.

We seek to differentiate ourselves from our competition by serving as [removed: an] [added: a global supplier of] integrated drug containment and delivery systems [removed: global supplier] that can provide pre-approval primary packaging support and engineering development, analytical lab services and integrated solutions, regulatory expertise, and after-sale technical support.

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 10,065] [added: 10,700] people, excluding contractors and temporary workers, in our operations throughout the world.

During [removed: 2021,] [added: 2022,] West hired approximately [removed: 3,100] [added: 2,850] new team members and experienced an attrition rate of [removed: 23%.][added: approximately 22%.]

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

| Asia Pacific | | | [removed: 12%] [added: 13%] | | |

As of December 31, [removed: 2021,] [added: 2022,] the following table presents the approximate percentage of our employees by business unit:

As of December 31, [removed: 2021,] [added: 2022,] we had the following global gender demographics:

| West Global Employees | | | [removed: 63%] [added: 64%] | | | [removed: 37%] [added: 36%] | | |

[removed: Diversity] [added: Diversity, Equity] and Inclusion

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

Please refer to Item 2, *[Properties](#i8148abfe270d4f15aa2ba9319df722dc_25)*, for additional information on our manufacturing and other sites.

We generally purchase certain raw materials in the open market and therefore the results of our operations may be affected by price fluctuations.

Heightened inflation may result in unfavorable conditions, inclusive of an increase in raw material cost.

To date, we have been able to manage these conditions without significant disruption to our business.

While we work closely with our suppliers, no assurance can be given that these efforts will be successful, and there may be events that cause supply interruption, reduction or termination that adversely impact our ability to manufacture and sell certain products.

See further discussion of the risks related to the supply chain and raw materials in Item 1A.

*[Risk Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*.

We believe, however, that no single patent, technology, trademark, intellectual property asset or license is material in relation to our business as a whole, or to any business segment.

*[Risk Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*".

Many of the agencies enforcing these laws have increased their enforcement actions with respect to healthcare manufacturers in recent years.

Technological advances and scientific discoveries have accelerated the pace of change in medical technology.

We continue to pursue strategic initiatives in drug containment components, drug containment systems, novel drug delivery devices, safety and administration systems.

Cybersecurity Governance

Our approach to cybersecurity begins with our responsibility for strong governance and controls.

Security begins at the top of our organization, where Company leadership consistently communicates the requirements for vigilance and compliance throughout the organization, and then leads by example.

The cybersecurity program is led by our Digital and Transformation team, who provide quarterly updates to the Audit Committee of our Board of Directors, annual updates to the Board of Directors, and regular reports to the West Leadership Team about the program, including information about cyber risk management governance and the status of ongoing efforts to strengthen cybersecurity effectiveness.

Security controls and processes are developed and maintained to protect sensitive and confidential information while ensuring availability and integrity.

We also educate and share best practices globally with our employees to raise awareness of cybersecurity threats.

As part of our onboarding process, we train all new employees on cybersecurity and maintain an annual retraining for all employees on cybersecurity standards, as well as how to recognize and properly respond to phishing and social engineering schemes.

We have deployed a phishing detection system to report suspicious emails, which are flagged for further review, as well as an automated monthly process to retrain employees who do not maintain an acceptable pass rate on our phishing recognition training.

Our cybersecurity defenses also utilize technologies such as next generation firewalls, Zero Trust Network Access intrusion detection and prevention measures, security information and event management, anti-malware, advance threat protection, multifactor authentication, network segmentation and encryption to ensure the privacy and security of our customers’ data.

We also have a dedicated Security Operations Center, monitoring our applications and infrastructure on a 24-by-7 basis which is integrated with our enterprise crisis management framework.

To round out our awareness program, we have specific and regular training for our Digital and Transformation professionals.

| Europe | | | 40% | | |

Our team members live our values (Passion for Customer, Leadership in Quality and One West Team) as they work together to support our mission to improve patients' lives.

Our HSE and employee well-being focus can also be seen in our focus on quality implementation of Leading Indicator programs and metrics to drive Lagging Indicator performance.

During 2022, we continued to increase internal and external awareness of our ESG commitment by expanding our education and communication regarding our ESG program and initiatives and more closely integrating ESG considerations into our business processes.

We are also expanding our philanthropic scope to include more sustainability related initiatives.

We generally purchase certain raw materials in the open market.

Our intellectual property rights help protect our products and are critical to the growth of our business.

Working Capital

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 Operations](#i7740c5f96d394ffd8fb3d2ec72cdae75_46)* under the caption *Financial Condition, Liquidity and Capital Resource*s.

We continue to pursue innovative strategic platforms in prefillable syringes, injectable containers, advanced injection, and safety and administration systems.

| Europe | | | 42% | | |

Our team members live the values of our ethical culture.

They are responsible for adhering to our core values as they work together to support our mission to improve patient lives.

Our HSE and employee well-being focus can also be seen in our continued proactive global response to the COVID-19 pandemic which 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 in-person employees, vendors and contractors; eliminating non-critical international and domestic business travel; requiring 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.

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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: 2021] [added: 2022] was approximately [removed: $26.5] [added: $22.3] billion based on the closing price as reported on the New York Stock Exchange.

As of January [removed: 26, 2022,] [added: 25, 2023,] there were [removed: 74,281,589] [added: 74,135,554] shares of the registrant’s common stock outstanding.

| Proxy Statement for the [removed: 2022] [added: 2023] 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 [removed: I](#i7740c5f96d394ffd8fb3d2ec72cdae75_13)] [added: I](#i8148abfe270d4f15aa2ba9319df722dc_13)] | | | | | | Page | | |

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| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i7740c5f96d394ffd8fb3d2ec72cdae75_34)] [added: OFFICERS](#i8148abfe270d4f15aa2ba9319df722dc_34)] | | | [removed: [24](#i7740c5f96d394ffd8fb3d2ec72cdae75_34)] [added: [24](#i8148abfe270d4f15aa2ba9319df722dc_34)] | | |

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| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i7740c5f96d394ffd8fb3d2ec72cdae75_1952)] [added: INSPECTIONS](#i8148abfe270d4f15aa2ba9319df722dc_151)] | | | [removed: [92](#i7740c5f96d394ffd8fb3d2ec72cdae75_1952)] [added: [87](#i8148abfe270d4f15aa2ba9319df722dc_151)] | | |

| [PART [removed: III](#i7740c5f96d394ffd8fb3d2ec72cdae75_154)] [added: III](#i8148abfe270d4f15aa2ba9319df722dc_154)] | | | | | | | | |

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| [removed: [SIGNATURES](#i7740c5f96d394ffd8fb3d2ec72cdae75_181)] [added: [SIGNATURES](#i8148abfe270d4f15aa2ba9319df722dc_181)] | | | | | | [removed: [96](#i7740c5f96d394ffd8fb3d2ec72cdae75_181)] [added: [95](#i8148abfe270d4f15aa2ba9319df722dc_181)] | | |

Information in this Form 10-K is current as of February [removed: 22, 2022,] [added: 21, 2023,] unless otherwise specified.

| [PART II](#i8148abfe270d4f15aa2ba9319df722dc_37) | | | | | | | | |

| | | | | | | | | |

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

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

| England | | | | | | Bodmin [removed: (2)] | | | | | | Proprietary Products | | |

Our Proprietary Products reportable segment leases facilities located in Scottsdale, AZ, [added: Radnor, PA,] Germany, and Israel for research and development, as well as other activities.

| Silji Abraham | | | [removed: 50] [added: 51] | | | 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: 53] [added: 54] | | | Senior Vice President and Chief Financial [added: and Operations] Officer since [added: July 2022. Senior Vice President and Chief Financial Officer from] June [removed: 2018.] [added: 2018 to July 2022.] 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: 57] [added: 58] | | | 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: 52] [added: 53] | | | [added: Chair of the Board since May 2022.] 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: 55] [added: 56] | | | Vice President, Strategy and Investor Relations since January 2016. 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: 56] [added: 57] | | | 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. | | |

| Chad R. Winters | | | [removed: 43] [added: 44] | | | 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. | | |

| Cindy Reiss-Clark | | | 49 | | | Chief Commercial Officer since May 2022. Senior Vice President, Global Markets and Commercial Solutions since November 2019. Vice President and General Manger Biologics Market Unit from September 2018 to November 2019. Prior to joining West, she served as Senior Vice President of Global Marketing at Lonza Pharma and Biotech, a leading Contract Development and Manufacturing Business from October 2017 to July 2018. From January 2016 to September 2017, served as Lonza Pharma and Biotech, Senior Vice President of Global Sales. Prior to Lonza, she served for over 15 years in a variety of Commercial leadership roles at SAFC, a division of Sigma-Aldrich Company. | | |

| David A. Montecalvo | | | 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. | | |

[added: Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WST.”] As of January [removed: 26, 2022,] [added: 25, 2023,] we had [removed: 669] [added: 630] 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.

[removed: Our common stock] [added: We] paid a quarterly dividend of [removed: $0.16] [added: $0.17] per share [added: on our common stock] in each of the first three quarters of [removed: 2020; $0.17] [added: 2021; $0.18] per share in the fourth quarter of [removed: 2020] [added: 2021] and each of the first three quarters of [removed: 2021;] [added: 2022;] and [removed: $0.18] [added: $0.19] per share in the fourth quarter of [removed: 2021.][added: 2022.]

In December [removed: 2020,] [added: 2021,] we announced 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: as permitted under Exchange Act Rule 10b-18] or in privately-negotiated transactions.

During the year ended December 31, [removed: 2021,] [added: 2022,] we purchased [removed: 479,000] [added: 563,334] shares of our common stock under the now completed program at a cost of [removed: $137.1] [added: $202.8] million, or an average price of [removed: $286.23] [added: $360.03] per share.

During the three months ended December 31, [removed: 2021,] [added: 2022,] 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.

The following performance graph compares the cumulative total return to holders of our common stock with the cumulative total return of the [removed: following] Standard & Poor’s [removed: (“S&P”) indices,] [added: 500 Index (“S&P 500”) and the Standard & Poor's 500 Health Care Index,] for the five years ended December 31, [removed: 2021: 500 and 500 Health Care Index.][added: 2022.]

The [removed: Company’s] cumulative shareholder return [added: on our common stock] is based on an investment of $100 on December 31, [removed: 2016] [added: 2017] 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: ]

We will continue to review our ability to pay cash dividends on an ongoing basis and dividends may be declared at the discretion of our Board of Directors.

When considering whether to declare a dividend, our Board of Directors will take into account:

- general economic and business conditions;

- our financial condition and operating results;

- our available cash and current and anticipated cash needs;

- our capital requirements;

- contractual, legal, tax and regulatory restrictions on the payment of dividends by us; and

- such other factors as our Board of Directors may deem relevant

In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up to $1.0 billion in shares of common stock.

The share repurchase program does not have an expiration date under which we may repurchase common stock on the open market or in privately-negotiated transactions.

The performance graph is based on historical data and is not indicative of, or intended to forecast, future performance of our common stock.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WST.”

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

This share repurchase program is expected to be completed by December 31, 2022.

The performance graph does not necessarily reflect management's opinion that such indices are an appropriate measure of the relative performance of the stock involved, and is not intended to forecast or be indicative of possible future performance of the Company’s common stock.

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | | | | $ | [removed: 2,831.6] [added: 2,886.9] | | | | | $ | [removed: 2,146.9] [added: 2,831.6] | | | | | $ | [removed: 1,839.9] [added: 2,146.9] | |

| Cost of goods and services sold | | | | | | [removed: 1,655.8] [added: 1,750.7] | | | | | | [removed: 1,379.1] [added: 1,655.8] | | | | | | [removed: 1,234.2] [added: 1,379.1] | | |

| Gross profit | | | | | | [removed: 1,175.8] [added: 1,136.2] | | | | | | [removed: 767.8] [added: 1,175.8] | | | | | | [removed: 605.7] [added: 767.8] | | |

| Research and development | | | | | | [removed: 52.8] [added: 58.5] | | | | | | [removed: 46.9] [added: 52.8] | | | | | | [removed: 38.9] [added: 46.9] | | |

| Selling, general and administrative expenses | | | | | | [removed: 362.8] [added: 316.9] | | | | | | [removed: 302.0] [added: 362.8] | | | | | | [removed: 272.7] [added: 302.0] | | |

| Other expense (income) (Note 16) | | | | | | [removed: 7.9] [added: 26.8] | | | | | | [removed: 12.0] [added: 7.9] | | | | | | [removed: (2.5)] [added: 12.0] | | |

| Operating profit | | | | | | [removed: 752.3] [added: 734.0] | | | | | | [removed: 406.9] [added: 752.3] | | | | | | [removed: 296.6] [added: 406.9] | | |

| Interest expense | | | | | | [removed: 8.2] [added: 7.9] | | | | | | 8.2 | | | | | | [removed: 8.5] [added: 8.2] | | |

| Interest income | | | | | | [removed: (1.0)] [added: (5.1)] | | | | | | [removed: (1.4)] [added: (1.0)] | | | | | | [removed: (3.8)] [added: (1.4)] | | |

| Other nonoperating [removed: (income)] expense [added: (income)] | | | | | | [removed: (3.8)] [added: 51.3] | | | | | | [removed: (1.2)] [added: (3.8)] | | | | | | [removed: 0.1] [added: (1.2)] | | |

| Income before income taxes [added: and equity in net income of affiliated companies] | | | | | | [removed: 748.9] [added: 679.9] | | | | | | [removed: 401.3] [added: 748.9] | | | | | | [removed: 291.8] [added: 401.3] | | |

| Income tax expense | | | | | | [removed: 107.2] [added: 114.7] | | | | | | [removed: 72.5] [added: 107.2] | | | | | | [removed: 59.0] [added: 72.5] | | |

| Equity in net income of affiliated companies | | | | | | [removed: (20.1)] [added: (20.7)] | | | | | | [removed: (17.4)] [added: (20.1)] | | | | | | [removed: (8.9)] [added: (17.4)] | | |

| Net income | | | | | | $ | [removed: 661.8] [added: 585.9] | | | | | $ | [removed: 346.2] [added: 661.8] | | | | | $ | [removed: 241.7] [added: 346.2] | |

| Basic | | | | | | $ | [removed: 8.89] [added: 7.87] | | | | | $ | [removed: 4.68] [added: 8.89] | | | | | $ | [removed: 3.27] [added: 4.68] | |

| Diluted | | | | | | $ | [removed: 8.67] [added: 7.73] | | | | | $ | [removed: 4.57] [added: 8.67] | | | | | $ | [removed: 3.21] [added: 4.57] | |

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

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | $ | [removed: 661.8] [added: 585.9] | | | | | $ | [removed: 346.2] [added: 661.8] | | | | | $ | [removed: 241.7] [added: 346.2] | |

| Foreign currency translation [removed: adjustments] [added: adjustments, net of tax of $2.2, $2.4, and $(1.0)] | | | [removed: (59.3)] [added: (47.3)] | | | | | | [removed: 40.1] [added: (59.3)] | | | | | | [removed: 4.9] [added: 40.1] | | |

| Prior service cost arising during period, net of tax of [removed: $0.5] [added: $0.0, $0.5, and $0.0] | | | [removed: 1.5] [added: —] | | | | | | [removed: —] [added: 1.5] | | | | | | — | | |

| Net actuarial [removed: gain] (loss) [added: gain] arising during period, net of tax of [added: $(2.4),] $2.1, [removed: $(0.7),] and [removed: $(0.3)] [added: $(0.7)] | | | [removed: 5.9] [added: (9.3)] | | | | | | [removed: (2.5)] [added: 5.9] | | | | | | [removed: (1.9)] [added: (2.5)] | | |

| Settlement effects arising during period, net of tax of [added: $20.3,] $0.4, [removed: $0.9,] and [removed: $0.8] [added: $0.9] | | | [removed: 1.4] [added: 31.9] | | | | | | [removed: 2.9] [added: 1.4] | | | | | | [removed: 2.7] [added: 2.9] | | |

| Less: amortization of actuarial [removed: loss (gain),] [added: (gain) loss,] net of tax of [added: $(0.1),] $0.1, [removed: $0.0,] and $0.0 | | | [removed: 0.1] [added: (0.5)] | | | | | | [removed: (0.1)] [added: 0.1] | | | | | | [removed: (0.2)] [added: (0.1)] | | |

| Less: amortization of prior service credit, net of tax of [added: $0.0,] $(0.1), [removed: $(0.1)] and $(0.1). | | | [removed: (0.2)] [added: —] | | | | | | [removed: (0.5)] [added: (0.2)] | | | | | | (0.5) | | |

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

| Net gain (loss) on derivatives, net of tax of [added: $0.2,] $0.5, [removed: $(0.6),] and [removed: $(0.2)] [added: $(0.6)] | | | [removed: 0.7] [added: 1.4] | | | | | | [removed: (1.1)] [added: 0.7] | | | | | | [removed: (0.4)] [added: (1.1)] | | |

| Other comprehensive (loss) income, net of tax | | | [removed: (49.0)] [added: (23.4)] | | | | | | [removed: 39.0] [added: (49.0)] | | | | | | [removed: 4.6] [added: 39.0] | | |

| Comprehensive income | | | $ | [removed: 612.8] [added: 562.5] | | | | | $ | [removed: 385.2] [added: 612.8] | | | | | $ | [removed: 246.3] [added: 385.2] | |

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| (in millions, except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 762.6] [added: 894.3] | | | | | $ | [removed: 615.5] [added: 762.6] | |

| Accounts receivable, net | | | [removed: 489.0] [added: 507.4] | | | | | | [removed: 385.3] [added: 489.0] | | |

| Inventories | | | [removed: 378.4] [added: 414.8] | | | | | | [removed: 321.3] [added: 378.4] | | |

| Other current assets | | | [removed: 112.0] [added: 103.0] | | | | | | [removed: 51.6] [added: 112.0] | | |

| Total current assets | | | [removed: 1,742.0] [added: 1,919.5] | | | | | | [removed: 1,373.7] [added: 1,742.0] | | |

| Property, plant and equipment | | | [removed: 2,215.0] [added: 2,386.6] | | | | | | [removed: 2,035.5] [added: 2,215.0] | | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2022, 2021 and 2020

| Less: amortization of other, net of tax of $0.1, $0.0, and $0.0 | | | 0.3 | | | | | | — | | | | | | — | | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2022, 2021 and 2020

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

| Activity related to stock-based compensation | | | — | | | | | | — | | | | | | (16.8) | | | | | | (0.5) | | | | | | 61.4 | | | | | | — | | | | | | — | | | | | | 44.6 | | |

| Balance, December 31, 2022 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 232.2 | | | | | 1.2 | | | | | | $ | (370.9) | | | | | $ | 2,987.8 | | | | | $ | (183.0) | | | | | $ | 2,684.9 | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2022, 2021 and 2020

| Net income | | | $ | 585.9 | | | | | $ | 661.8 | | | | | $ | 346.2 | |

The Company provides for cost adjustments for excess, obsolete or slow-moving inventory based on changes in customer demand, technology developments or other economic factors.

| ($ in millions) | | | 2022 | | | | | | 2021 | | |

| | | | $ | 414.8 | | | | | $ | 378.4 | |

Valuing identifiable intangible assets requires judgment.

For example, for recent identifiable customer relationship intangible asset acquisitions, we applied an excess earnings model, which is a form of the income approach.

This approach includes projecting revenues and expenses attributable to the existing customers over the remaining economic life of the customer relationships and then subtracting the required return on net tangible assets and any intangible assets used in the business to estimate any residual excess earnings attributable to the customer relationships.

The after-tax excess earnings are then discounted to present value using the respective discount rates.

Factors that could trigger an impairment review include the following: 1) significant under-performance relative to historical or projected future operating results; 2) significant changes in the manner of use of the acquired assets or the strategy of the overall business; 3) significant negative industry or economic trends; and 4) recognition of goodwill impairment charges.

If we determine that the carrying value of identifiable intangibles assets may not be recoverable based on the existence of one or more of the above indicators of impairment, we measure recoverability of assets by comparing the respective carrying value of the assets to the current and expected future cash flows, on an un-discounted basis, to be generated from such assets.

If such analysis indicates that the carrying value of these assets is not recoverable, we measure an impairment based on the amount in which the net carrying amount of the assets exceeds the fair values of the assets.

Recently Adopted Standards

We adopted this guidance as of January 1, 2022, on a prospective basis.

We adopted this guidance during the year by executing amendments to certain contracts to replace the use of LIBOR.

The adoption did not have a material impact on our financial statements.

| Contract-Manufactured Products | | | 17 | | % | | | | 18 | | % | | | | 23 | | % | | | | | | | | | | | | |

Contract assets are included within other current assets and deferred income is included within other current liabilities and other long-term liabilities.

| Net income | | | $ | 585.9 | | | | | $ | 661.8 | | | | | $ | 346.2 | |

In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up to $1.0 billion in shares of common stock.

The share repurchase program does not have an expiration date under which we may repurchase common stock on the open market or in privately-negotiated transactions.

| | | | | | | | | | $ | 2,386.6 | | | | | $ | 2,215.0 | |

| 2023 | | | $ | 19.0 | |

| 2024 | | | 18.1 | | |

| 2025 | | | 16.0 | | |

| 2026 | | | 13.4 | | |

| 2027 | | | 9.4 | | |

| Thereafter | | | 50.8 | | |

| | | | 126.7 | | |

| Foreign currency translation | | | (2.2) | | | | | | (0.4) | | | | | | (2.6) | | |

| Balance, December 31, 2022 | | | $ | 77.9 | | | | | $ | 29.4 | | | | | $ | 107.3 | |

| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| | | | $ | 80.2 | | | | | $ | (61.8) | | | | | $ | 18.4 | | | | | $ | 81.1 | | | | | $ | (58.1) | | | | | $ | 23.0 | |

| ($ in millions) | | | 2022 | | | | | | 2021 | | |

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

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

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

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

| Balance, December 31, 2018 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 282.0 | | | | | 1.2 | | | | | | $ | (103.7) | | | | | $ | 1,353.4 | | | | | $ | (154.2) | | | | | $ | 1,396.3 | |

| Activity related to stock-based compensation | | | — | | | | | | — | | | | | | (11.1) | | | | | | (0.8) | | | | | | 65.6 | | | | | | — | | | | | | — | | | | | | 54.5 | | |

| Purchase of investment in affiliated companies | | | — | | | | | | — | | | | | | 1.8 | | | | | | — | | | | | | 3.1 | | | | | | — | | | | | | — | | | | | | 4.9 | | |

| Purchase of investment in affiliated companies | | | — | | | | | | — | | | | | | (85.1) | | |

| Borrowings under revolving credit agreements | | | — | | | | | | — | | | | | | 108.5 | | |

| Repayments under revolving credit agreements | | | — | | | | | | — | | | | | | (136.3) | | |

| Issuance of long-term debt | | | — | | | | | | — | | | | | | 90.0 | | |

| Purchase of investment in affiliated companies, treasury stock | | | $ | — | | | | | $ | — | | | | | $ | 4.9 | |

In April 2019, we acquired the business of our distributor in South Korea for $18.9 million.

As a result of the acquisition, we recorded inventories, property, plant and equipment, goodwill and a customer relationships intangible asset of $4.5 million, $0.6 million, $2.6 million and $11.2 million, respectively.

The goodwill was recorded within our Proprietary Products reportable segment.

The results of this acquisition have been included in our consolidated financial statements since the acquisition date.

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

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

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Standards Issued Not Yet Adopted

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.

We are currently evaluating the impact of this guidance on our financial statements and disclosures.

| | | | ($ in millions) | | |

Voluntary Recall

On January 24, 2019, we issued a voluntary recall of our Vial2Bag® product line due to reports of potential unpredictable or variable dosing under certain conditions.

Our fourth quarter 2018 results included an $11.3 million provision for product returns, recorded as a reduction of sales, partially offset by a reduction in cost of goods sold reflecting our inventory balance for these devices at December 31, 2018.

During 2019, we recorded a net provision of $5.4 million for inventory returns from our customers and related in-house inventory, partially offset by a reduction in our provision for product returns.

On October 21, 2020 we received market clearance from the FDA for our Vial2BagAdvancedTM 20mm Admixture Device.

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

This share repurchase program is expected to be completed by December 31, 2022.

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

Adoption of ASC 842

On January 1, 2019, we adopted ASC 842, using the modified retrospective approach that allows companies to apply ASC 842 as of the effective date and on a prospective basis.

As a result, we were not required to adjust our comparative period financial information for effects of ASC 842 or present the new required lease disclosures for periods prior to the date of adoption.

The operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

The operating lease right-of-use assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.

The operating lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date.

| 2022 | | | $ | 11.5 | |

| 2023 | | | 10.7 | | |

Based on this evaluation, our CEO and CFO have concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures are effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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.

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 - Shareholder Proposals or Nominations;* and *Board and Director Information and Policies - Committees - Audit Committee* in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement.

Information required by this Item is incorporated by reference from the discussion under the heading *Stock Ownership* in our [removed: 2022] [added: 2023] 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: 2021.][added: 2022.]

(1) Includes [removed: 1,234,591] [added: 1,179,919] outstanding stock options, [removed: 11,138] [added: 9,371] stock appreciation rights, [removed: 165,793] [added: 113,443] performance share units, [removed: 22,507] [added: 18,016] restricted retention share units, and [removed: 140,049] [added: 121,086] deferred stock-equivalents units under the 2016 Plan.

Includes [removed: 810,267] [added: 704,137] outstanding stock options, [removed: 9,916] [added: 11,031] stock appreciation rights, and [removed: 132,107] [added: 97,592] deferred stock-equivalents units under the 2011 Plan (which was terminated in 2016).

Includes [removed: 35,593] [added: 17,128] deferred stock-equivalents under the 2007 Omnibus Incentive Compensation Plan (which was terminated in 2011).

The average term of remaining options is [removed: 5.5] [added: 4.8] years.

The restricted performance share unit payouts were at [added: 189.25%,] 154.52%, [removed: 82.61%,] and [removed: 49.39%] [added: 82.61%] in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

(3) Represents [removed: 3,766,202] [added: 3,738,308] shares reserved under the Company’s Employee Stock Purchase Plan and [removed: 2,052,885] [added: 1,681,526] shares remaining available for issuance under the 2016 Plan.

The estimated number of shares that could be issued for [removed: 2021] [added: 2022] from the Employee Stock Purchase Plan is [removed: 126,360.][added: 172,368.]

This number of shares is calculated by multiplying the [removed: 65] [added: 84] shares per offering period per participant limit by [removed: 1,944,] [added: 2,052,] the number of current participants in the plan.

| Equity compensation plans approved by security holders | | | 2,271,723 | | | (1) | | | $ | 118.49 | | (2) | | | 5,419,834 | | | (3) | | |

| Total | | | 2,271,723 | | | | | | $ | 118.49 | | | | | 5,419,834 | | | | | |

| 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 | | | | | |

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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement.

Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated [removed: Statement] [added: Statements] of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| Allowance for [removed: doubtful accounts] [added: credit losses] | | | 1.1 | | | (0.7) | | | — | | | 0.4 | | |

| Allowance for [removed: doubtful accounts] [added: credit losses] | | | 0.5 | | | 0.7 | | | (0.1) | | | 1.1 | | |

| For the year ended December 31, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | |

| Deferred tax asset valuation allowance | | | $ | [removed: 16.0] [added: 12.2] | | $ | [removed: —] [added: 1.1] | | $ | [removed: (0.1)] [added: —] | | $ | [removed: 15.9] [added: 13.3] | |

[removed: (b)] [added: (a)] See subsection (a) 3.

[removed: (c)] [added: (b)] Financial Statements of affiliates are omitted because they do not meet the tests of a significant subsidiary at the 20% level.

| Allowance for credit losses | | | 0.4 | | | 0.3 | | | (0.5) | | | 0.2 | | |

| Total allowances deducted from assets | | | $ | 12.6 | | $ | 1.4 | | $ | (0.5) | | $ | 13.5 | |

EXHIBIT INDEX

| | | | | | |

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

| Exhibit Number | | | Description | | |

| 3.1 | | | [Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.htm) | | |

| 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) | | |

| 4.1 | | | [Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the Company's 1998 Form 10-K, filed May 6, 1999)](http://www.sec.gov/Archives/edgar/data/105770/0000105770-99-000016-index.html) | | |

| 4.2 | | | [Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.htm) | | |

| 4.3 | | | [Article I and V of 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/0000105770/000010577021000014/wpsbylawamendmentsfinalfeb.htm) | | |

| 4.4 | | | [Description of Registered 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) | | |

| 4.5 (1) | | | Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries constituting less than 10% of West's total assets have been omitted. | | |

| 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 from our Form 8-k, filed April 1, 2019).](https://www.sec.gov/Archives/edgar/data/105770/000010577019000016/exh101march282019creditagr.htm) | | |

| 10.2 | | | [LIBOR Transition Amendment to the Credit Agreement, dated as of March 28, 2019, between West, each of the lenders party thereto from time to time, and Bank of America, N.A (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).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000083/char1-1826719v3xlibortrans.htm). | | |

| 10.3 | | | [Credit Agreement Second Amendment and Joinder and Assumption Agreement, dated as of March 31, 2022, 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; BOFA Securities, Inc., Wells Fargo Securities, LLC, U.S. Bank National Association, and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, U.S. Bank National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference from our Form 8-k, filed April 1, 2022).](https://www.sec.gov/Archives/edgar/data/105770/000010577022000010/compiledsecondamendment-we.htm) | | |

| 10.4 | | | [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, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000015/ex102firstamendmentand.htm) | | |

| 10.5 | | | [Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 10, 2012).](http://www.sec.gov/Archives/edgar/data/105770/000010577012000048/exh10_1.htm) | | |

| 10.6 (2) | | | [Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 15, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000011/exhibit101executiveemploym.htm) | | |

| 10.7 (2) | | | [Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 30, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000013/exh101indemnificationagree.htm) | | |

| 10.8 (2) | | | [Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated April 30, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000013/exh102retentionawardagreem.htm) | | |

| 10.9 (2) | | | [Employment Agreement, dated May 29, 2018, between us and Bernard J. Birkett (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 21, 2018).](http://www.sec.gov/Archives/edgar/data/105770/000010577018000022/exh101employmentagreement.htm) | | |

| 10.10 (2) | | | [Employment Agreement, dated August 28, 2016, between David Montecalvo and us (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2016, filed October 31, 2016).](http://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex101employmentagreement.htm) | | |

| | | | | | |

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

| 10.11(2) | | | [Employment Agreement dated November 4, 2020, between Kimberly MacKay and us (incorporated by reference to Exhibit 10.9 to the Company's Form 10-K report for the year ended December 31, 2021 filed February 22, 2022).](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/exh109kmagreement.htm) | | |

| 10.12 (2) | | | [Employment Agreement dated February 8, 2018, between Silji Abraham and us (incorporated by reference to Exhibit 10.10 to the Company's Form 10-K report for the year ended December 31, 2021 filed February 22, 2022).](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/siljiabrahamofferletter.htm) | | |

| 10.13 (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) | | |

| 10.14 (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) | | |

| 10.15 (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) | | |

| 10.16 (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) | | |

| 10.17 (2) | | | [2011 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed May 6, 2011).](http://www.sec.gov/Archives/edgar/data/105770/000010577011000025/inctiveplan.htm) | | |

| 10.18 (2) | | | [2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed May 4, 2007).](http://www.sec.gov/Archives/edgar/data/105770/000110465907023945/a07-6354_2def14a.htm#a2007OmnibusIncentiveCompensation_015515) | | |

| 10.19 (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) | | |

| 10.20 (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) | | |

| 10.21 (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) | | |

| 10.22 (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) | | |

| 10.23 (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) | | |

| 10.24 (2) | | | [Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to the Company's 2008 Form 10-K report, filed February 27, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm) | | |

| 10.25 (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) | | |

| Allowance for doubtful accounts | | | 2.0 | | | 0.1 | | | (1.6) | | | 0.5 | | |

| Total allowances deducted from assets | | | $ | 18.0 | | $ | 0.1 | | $ | (1.7) | | $ | 16.4 | |

(a) 3.

Exhibits - An index of the exhibits included in this Form 10-K is contained on pages F-1 through F-3 and is incorporated herein by reference.

Senior Vice [removed: President and] [added: President,] Chief Financial [added: and Operations] Officer

| /s/ Eric M. Green | | | [removed: Director, President and] [added: President,] Chief Executive Officer [added: and Chair of the Board] | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Bernard J. Birkett | | | Senior Vice [removed: President and] [added: President,] Chief Financial [added: and Operations] Officer | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Chad R. Winters | | | Vice President, Chief Accounting Officer and Corporate Controller | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Mark A. Buthman | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ William F. Feehery, Ph.D. | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Robert F. Friel | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Thomas W. Hofmann | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Molly E. Joseph | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Deborah L.V. Keller | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Myla P. Lai-Goldman, M.D. | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Douglas A. Michels | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Paolo Pucci | | | Director | | | February [removed: 22, 2022] [added: 21, 2023] | | |

February 21, 2023

| /s/ Stephen Lockhart, Ph.D. | | | Director | | | February 21, 2023 | | |

| Stephen Lockhart, Ph.D. | | | | | | | | |

February 22, 2022

| /s/ Patrick J. Zenner | | | Director and Chairman of the Board | | | February 22, 2022 | | |

| Patrick J. Zenner | | | | | | | | |

EXHIBIT INDEX

| | | | | | |

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

| Exhibit Number | | | Description | | |

| 3.1 | | | [Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.htm) | | |

| 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) | | |

| 4.1 | | | [Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the Company's 1998 Form 10-K, filed May 6, 1999)](http://www.sec.gov/Archives/edgar/data/105770/0000105770-99-000016-index.html) | | |

| 4.2 | | | [Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.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) | | |

| 4.4 | | | [Description of Registered 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) | | |

| 4.5 (1) | | | Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries constituting less than 10% of West's total assets have been omitted. | | |

| 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) | | |

| 10.2 | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/105770/000010577020000015/ex102firstamendmentand.htm). | | |

| 10.3 | | | [Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 10, 2012).](http://www.sec.gov/Archives/edgar/data/105770/000010577012000048/exh10_1.htm) | | |

| 10.4 (2) | | | [Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 15, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000011/exhibit101executiveemploym.htm) | | |

| 10.5 (2) | | | [Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 30, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000013/exh101indemnificationagree.htm) | | |

| 10.6 (2) | | | [Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated April 30, 2015).](http://www.sec.gov/Archives/edgar/data/105770/000010577015000013/exh102retentionawardagreem.htm) | | |

| 10.7 (2) | | | [Employment Agreement, dated May 29, 2018, between us and Bernard J. Birkett (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 21, 2018).](http://www.sec.gov/Archives/edgar/data/105770/000010577018000022/exh101employmentagreement.htm) | | |

| 10.8 (2) | | | [Employment Agreement, dated August 28, 2016, between David Montecalvo and us (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2016, filed October 31, 2016).](http://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex101employmentagreement.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) | | |

| 10.11 (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) | | |

| 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) | | |

| 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) | | |

| 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) | | |

F-1

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

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

| 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) | | |

| 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) | | |

| 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) | | |

| 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) | | |

| 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) | | |

| 10.22 (2) | | | [Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to the Company's 2008 Form 10-K report, filed February 27, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm) | | |

| 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) | | |

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

| 10.25 (2) | | | [Form of 2014 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 June 30, 2014, filed August 1, 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000046/ex1012014rsuawardletter.htm) | | |