West Pharmaceutical Services (WST) 10-K risk factor changes: FY2023 vs FY2022

Both domestic and international markets experienced [removed: significant] inflationary pressures in fiscal year [removed: 2022] [added: 2023] and inflation rates in the U.S., as well as in other countries in which we operate, [removed: are currently expected to] [added: could] continue at elevated levels for the near-term.

Sales outside of the U.S. accounted for [removed: 55.4%] [added: 58.0%] of our consolidated net sales in [removed: 2022] [added: 2023] and we anticipate that sales from international operations will continue to represent a significant portion of our net sales in the future.

In addition, we have made prepayments [removed: associated with insurance premiums] and other advances in the normal course of business.

Our international operations and our ability to implement our overall business strategy (including our plan to continue expanding into emerging and/or faster-growing markets outside of the U.S.) are subject to risks and uncertainties that can vary by country, and include: transportation delays and interruptions; political and economic instability and [removed: disruptions, including the United Kingdom’s withdrawal from the European Union;] [added: disruptions;] imposition of duties and tariffs; import and export controls; the risks of divergent business expectations or cultural incompatibility inherent in establishing and maintaining operations in foreign countries; difficulties in staffing and managing multi-national operations; labor strikes and/or disputes; and potentially adverse tax consequences.

The price and supply of these materials and energy sources are cyclical and [removed: volatile,] [added: 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.

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

For [removed: example,] [added: example and not limited to,] the European Union’s General Data Protection Regulation (the “EU GDPR”), the United Kingdom’s GDPR (the “UK GDPR”) and California’s Consumer Privacy Act of [removed: 2018, as amended] [added: 2018] (the [removed: "CCPA")] [added: "CCPA"), as expanded by the California Privacy Rights Act of 2020 (“CPRA”),] impose obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored.

Changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial [removed: performance][added: performance.]

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 [added: or] regulations and focus on ESG initiatives that could affect our financial condition, results of operations and cash flows.

Changes in reimbursement practices of third-party payers or other cost containment [removed: measures] [added: measures, including changes to applicable laws and regulations,] could affect the demand for our products and the prices at which they are sold.

*[Risk [removed: Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*,] [added: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*,] as well as economic and geopolitical conditions in general and to variability in the prevailing sentiment regarding our operations or business prospects, as well as, among other things, changing investment priorities of our shareholders.

Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business and financial condition.

The recent and potential future disruptions in access to bank deposits or lending commitments due to bank failure could materially and adversely affect our liquidity, our business and financial condition.

Even with our continued effort to mitigate counterparty risk by working with highly liquid, well capitalized counterparties, the failure of any bank in which we deposit our funds could reduce the amount of cash we have available for our operations or delay our ability to access such funds.

Any such failure may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions.

In the event we have a commercial relationship with a bank that has failed or is otherwise distressed, we may experience delays or other issues in meeting our financial obligations.

If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our cash and cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

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

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

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, 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 virus.

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.

We are unable to predict the potential future impact that these factors will have on our business, financial condition or results of operations.

In addition, it is anticipated that the California Privacy Rights Act of 2020 (“CPRA”), effective January 1, 2023, will expand the CCPA.

[removed: Impact of COVID-19 and other] [added: Other] Macroeconomic Factors

Through the twelve months ended December 31, [removed: 2022,] [added: 2023,] 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.

*[Risk [removed: Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*.][added: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*.]

Our net sales [removed: results] [added: result] from the sale of goods or services and [removed: reflects] [added: reflect] the net consideration which we expect to receive in exchange for those goods or services.

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

| Restructuring and [removed: related] [added: other] charges [removed: (1)] [added: (3)] | | | 23.8 | | | | | | 2.0 | | | | | | 21.8 | | | | | | 0.29 | | |

| Pension settlement [removed: (2)] [added: (6)] | | | — | | | | | | 20.6 | | | | | | 31.6 | | | | | | 0.42 | | |

| Amortization of acquisition-related intangible assets [removed: (3)] [added: (4)] | | | 0.7 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

| Cost investment activity [removed: (5)] [added: (2)] | | | 3.5 | | | | | | — | | | | | | 3.5 | | | | | | 0.05 | | |

| Royalty acceleration [removed: (6)] [added: (7)] | | | — | | | | | | 1.3 | | | | | | (1.3) | | | | | | (0.02) | | |

| Tax law changes [removed: (7)] [added: (8)] | | | — | | | | | | (5.7) | | | | | | 5.7 | | | | | | 0.07 | | |

| Restructuring and [removed: related] [added: other] charges [removed: (1)] [added: (3)] | | | 2.2 | | | | | | 0.4 | | | | | | 1.8 | | | | | | 0.02 | | |

| Pension settlement [removed: (2)] [added: (6)] | | | — | | | | | | 0.5 | | | | | | 1.5 | | | | | | 0.02 | | |

| Amortization of acquisition-related intangible assets [removed: (3)] [added: (4)] | | | 0.8 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

| Asset impairment [removed: (4)] [added: (1)] | | | 2.8 | | | | | | — | | | | | | 2.8 | | | | | | 0.04 | | |

| Cost investment activity [removed: (5)] [added: (2)] | | | 4.3 | | | | | | (0.1) | | | | | | 4.4 | | | | | | 0.06 | | |

| Royalty acceleration [removed: (6)] [added: (7)] | | | — | | | | | | 18.5 | | | | | | (18.5) | | | | | | (0.25) | | |

| Tax law changes [removed: (7)] [added: (8)] | | | — | | | | | | 1.4 | | | | | | (1.4) | | | | | | (0.02) | | |

| [removed: Pension] [added: Legal] settlement [removed: (2)] [added: (5)] | | | — | | | | | | [removed: 0.9] [added: (0.9)] | | | | | | [removed: 2.9] [added: (2.9)] | | | | | | [removed: 0.04] [added: (0.04)] | | |

| Amortization of acquisition-related intangible assets [removed: (3)] [added: (4)] | | | [removed: 0.6] [added: 0.7] | | | | | | 0.1 | | | | | | [removed: 3.6] [added: 2.8] | | | | | | [removed: 0.05] [added: 0.04] | | |

| Cost investment activity [removed: (5)] [added: (2)] | | | [removed: 2.5] [added: 4.3] | | | | | | — | | | | | | [removed: 2.5] [added: 4.3] | | | | | | [removed: 0.03] [added: 0.06] | | |

| Year ended December 31, [removed: 2020] [added: 2023] adjusted amounts (non-U.S. GAAP) | | | $ | [removed: 417.0] [added: 690.6] | | | | | $ | [removed: 75.2] [added: 119.9] | | | | | $ | [removed: 360.5] [added: 608.8] | | | | | $ | [removed: 4.76] [added: 8.08] | |

During [removed: 2020,] [added: 2023,] we recorded a tax benefit of [removed: $20.8] [added: $32.0] million associated with stock-based compensation.

[removed: (1)] During 2022, the Company recorded [added: expense to] restructuring and [removed: related] [added: other] charges of $23.8 million, which primarily included [added: a charge of] $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.

During [removed: 2021 and 2020,] [added: 2021,] the Company recorded [removed: a] [added: expense to] restructuring and [removed: severance related charge] [added: other charges] of $2.2 million [removed: and $7.0 million, respectively,] to optimize certain organizational [removed: structure] [added: structures] within the Company.

Please refer to Note [removed: 16, *[Other Expense (Income](#i8148abfe270d4f15aa2ba9319df722dc_124)[)](#i8148abfe270d4f15aa2ba9319df722dc_124),*] [added: 15, *[Benefit Plans](#ib60054df1b894c4ab057f58a3450b1ed_121),*] for further discussion of these items.

[removed: (2) During] [added: (6)During] 2022, we recorded a gross pension settlement charge of $52.2 million within other nonoperating [removed: expense (income),] [added: (income) expense,] which primarily relates to the full settlement of the U.S. qualified defined benefit plan (the "U.S. pension plan").

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

[removed: (3) During 2022,] [added: (4)During 2023, 2022 and 2021,] the Company recorded $0.7 [added: million, $0.7] million [added: and $0.8 million, respectively,] of amortization expense within operating profit associated with an acquisition of an intangible asset during the second quarter of 2020.

Additionally, [added: during 2023, 2022 and 2021,] the company recorded $2.1 million of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

[removed: (4)] During 2021, the Company recorded a $2.8 million impairment charge for certain long-lived and intangible assets [added: related to the Company's manufacturing facility] within the Proprietary Products segment [added: that was sold during the second quarter of 2023,] as it determined the carrying value [removed: exceeded the fair value of the assets.][added: was not fully recoverable.]

$1.9 million of this charge [removed: is] [added: was] recorded [removed: in Cost] [added: within cost] of [removed: Goods] [added: goods] and [removed: Services Sold] [added: services sold] and $0.9 million of the charge is recorded in [removed: Selling, General,] [added: selling, general,] and [removed: Administrative] [added: administrative] expense, due to the nature of the impaired assets.

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

During 2021, the net cost investment activity was [added: equal to] $4.3 million, inclusive of an impairment charge of $4.6 million [added: partially] offset by a $0.3 million gain on the sale of a cost investment.

[removed: During 2020,] [added: (2)During 2023,] the Company recorded a cost investment impairment charge of [removed: $2.5] [added: $4.3] million.

[removed: (6) During] [added: (7)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.

[removed: (7) During] [added: (8)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, [removed: 2021] [added: 2022] compared to the fiscal year ended December 31, [removed: 2020] [added: 2021] and the results of operations and cash flows for the fiscal year ended December 31, [removed: 2020] [added: 2021] 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, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 22, 2022,] [added: 21, 2023,] and is incorporated herein by reference.

| ($ in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022/2021] [added: 2023/2022] | | | | | | [removed: 2021/2020] [added: 2022/2021] | | |

| Proprietary Products | | | $ | [removed: 2,406.8] [added: 2,397.3] | | | | | $ | [removed: 2,317.3] [added: 2,406.8] | | | | | $ | [removed: 1,648.6] [added: 2,317.3] | | | | | [removed: 3.9] [added: (0.4] | | [removed: %] [added: %)] | | | | [removed: 40.6] [added: 3.9] | | % |

We have operations based in Israel that conduct research and development activities and manufacture certain components for our devices.

Our Israel-based facilities continue to substantially operate as they had prior to the conflict in Israel and surrounding area.

We continue to monitor the impact of the conflict in Israel and surrounding areas on our operations and those of our suppliers, the possible expansion of such conflict and potential geopolitical consequences, if any, on our business and operations.

During 2023, we also experienced higher costs for raw materials.

| Year ended December 31, 2023 GAAP | | | $ | 676.0 | | | | | $ | 122.3 | | | | | $ | 593.4 | | | | | $ | 7.88 | |

| Loss on disposal of plant (1) | | | 11.6 | | | | | | (0.7) | | | | | | 12.3 | | | | | | 0.16 | | |

| Restructuring and other charges (3) | | | (2.0) | | | | | | (0.9) | | | | | | (1.1) | | | | | | (0.02) | | |

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

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

(1)During 2023, the Company recorded expense of $11.6 million as a result of the sale of one of the Company’s manufacturing facilities within the Proprietary Products segment.

The transaction closed during the second quarter of 2023.

(3)During 2023, the Company recorded a benefit to restructuring and other charges of $2.0 million, which represents the net impact of a $2.8 million benefit within other expense (income) for revised severance estimates in connection with its 2022 restructuring plan and an inventory write down of $0.8 million within cost of goods and services sold.

(5)During 2023, the Company recorded a benefit of $3.8 million within other nonoperating (income) expense as a result of a favorable legal settlement related to a matter not included in our normal operations.

Excluding foreign currency translation effects and the impact related to the disposal of one of our plants of $11.5 million, net sales decreased by $20.1 million, or 0.8%, primarily due to a decline in COVID-related sales of approximately $320 million, offset by growth in our high-value components, primarily Westar®, Daikyo® and Envision®, as well as growth in high-value devices, such as self-injection systems and administration systems, and sales price increases.

Consolidated gross profit margin decreased by 1.1 margin points in 2023.

The decrease is driven by a decline in higher margin COVID-related sales, a decrease of approximately $21 million, net, in fees received from COVID-19 supply agreements, and inflationary pressures, primarily within compensation costs.

Contract-Manufactured Products gross profit margin increased by 0.1 margin points in 2023, due to sales price increases and a favorable mix of products sold, offset by inflationary pressures, primarily within compensation costs.

The increase in cost includes $3.5 million of incremental spend on research performed on glass systems.

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023/2022 | | | | | | 2022/2021 | | |

| Corporate and unallocated items | | | 88.4 | | | | | | 83.4 | | | | | | 102.1 | | | | | | 6.0 | | % | | | | (18.3 | | %) |

Consolidated SG&A costs increased by $36.5 million, or 11.5%, in 2023, primarily due to higher annual incentive compensation, increased compensation costs, an increase in fees related to professional services and an unfavorable foreign currency translation impact of $1.6 million.

Corporate and unallocated items – Corporate SG&A costs increased by $5.0 million, or 6.0%, in 2023, primarily due to an increase in fees related to professional services and higher annual incentive compensation.

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Proprietary Products – Proprietary Products other expense (income) changed by $17.1 million in 2023 as compared to 2022, primarily due to a loss on foreign exchange transactions being recorded in 2023, while a gain on foreign exchange transactions was recorded during the same period in 2022.

The losses on foreign exchange transactions in 2023 were primarily driven by a highly inflationary environment in Argentina.

Additionally, the Company recorded a loss of $1.3 million related to oil hedges during 2023, while a gain of $1.5 million was recorded in the same period in 2022.

This was offset by $2.3 million of expense related to contingent consideration being recorded during 2023, while expense of $3.0 million was recorded in the same period in 2022.

During 2022, we recorded $23.8 million in restructuring and other charges, while during 2023 we recorded a benefit to restructuring and other charges of $2.8 million.

This was offset by the Company recording expense of $11.6 million as a result of the sale of one of the Company’s manufacturing facilities within the Proprietary Products segment in 2023 and additional cost investment impairments being recorded within Corporate in 2023, as compared to 2022.

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023/2022 | | | | | | 2022/2021 | | |

Contract-Manufactured Products – Contract-Manufactured Products operating profit increased by $11.7 million, or 19.4%, in 2023, including a favorable foreign currency translation impact of $0.8 million, due to the factors described above, most notably an increase in sales of components associated with medical devices and diagnostic products.

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023/2022 | | | | | | 2022/2021 | | |

Interest expense, net, increased by $1.1 million, or 13.9%, in 2023, primarily due to higher interest rates in 2023, as compared to 2022.

Interest income increased by $22.9 million in 2023, due primarily from 2023 investments in highly liquid low-risk money market funds in the U.S., Europe, and South America yielding higher interest rates compared to 2022.

Other nonoperating (income) expense was $(3.0) million, $51.3 million and $(3.8) million for the years 2023, 2022, and 2021, respectively.

This charge was not repeated in 2023.

The increase in the effective tax rate in 2023 of 0.6%, or $7.6 million greater tax expense, is primarily due to a tax benefit of $20.3 million related to the termination of the U.S. pension plan recorded in 2022 and a $5.9 million tax benefit recorded as the result of a state tax valuation allowance reversal in 2022 that were not repeated in the same period in 2023.

This was offset by an increase in the tax benefit related to stock-based compensation in 2023 of $32.0 million, as compared to the same period in 2022, which had a tax benefit related to stock-based compensation of $16.5 million.

| ($ in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Net cash provided by operating activities increased by $52.5 million in 2023, primarily due to favorable working capital management in 2023, as compared to 2022.

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

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

Our production facilities continue to operate as they had prior to the 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 capital and financial resources, including overall liquidity, remain strong.

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

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

| Year ended December 31, 2020 GAAP | | | $ | 406.9 | | | | | $ | 72.5 | | | | | $ | 346.2 | | | | | $ | 4.57 | |

| Restructuring and severance related charges (1) | | | 7.0 | | | | | | 1.7 | | | | | | 5.3 | | | | | | 0.07 | | |

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

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

During 2020, the company recorded $0.6 million of amortization expense within operating profit associated with an acquisition of an intangible asset during the second quarter of 2020.

Additionally, the company recorded $3.1 million of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

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.

Excluding foreign currency translation effects, net sales increased by $228.1 million, or 9.8%.

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.

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.

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.

Contract-Manufactured Products gross profit margin increased by 1.0 margin points in 2022, due to increased sales prices and production efficiencies, offset by an unfavorable mix of products sold and additional costs driven by inflation of approximately $16 million.

| 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.

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.

Contract-Manufactured Products – Contract-Manufactured Products other expense (income) changed by $0.9 million in 2022 as compared to 2021, primarily due to increased fixed asset impairments of $0.7 million recorded in 2022 as compared to 2021.

During 2022, we recorded $23.8 million in restructuring and related charges and $3.5 million in impairment charges related to our cost investments within Corporate and unallocated items.

During 2021, we recorded $2.2 million in restructuring and related charges and a total impairment charge of $4.6 million which was offset by a net gain of $0.3 million on the sale of a cost investment, within Corporate and unallocated items.

Contract-Manufactured Products – Contract-Manufactured Products operating profit decreased by $6.8 million, or 10.1%, in 2022, including an unfavorable foreign currency translation impact of $3.7 million, due to the factors described above.

Interest expense, net, decreased by $0.3 million, or 3.7%, in 2022, primarily due to an increase in capitalized interest driven by higher capital expenditures in 2022, as compared to 2021.

Interest income increased by $4.1 million in 2022, resulting from higher interest rates compared to the prior year.

The increase in the effective tax rate in 2022 of 2.6%, or $7.5 million of additional tax expense, is due to the Company's recognition of reserves for unrecognized tax benefits of $19.8 million in 2022, the prepayment of future royalties from one of its subsidiaries in 2021, which resulted in a $18.5 million tax benefit in 2021, as well as a $15.0 million reduction in our tax benefit related to stock-based compensation compared to 2021.

This was offset by the tax benefit of $20.6 million recognized for the 2022 termination of our U.S. pension plan as well as a favorable geographic mix of our earnings in jurisdictions with a lower tax rate.

Net cash provided by operating activities increased by $140.0 million in 2022, primarily due to a year over year improvement in working capital management primarily within accounts receivable and inventory, partially offset by a decrease in net income.

$142.2 million, $35.5 million and $49.7 million, respectively, while total current liabilities decreased by $60.8 million.

The increase in cash and cash equivalents was due to cash collections from operations, offset by share repurchases, debt repayments and payment of annual incentive compensation during 2022.

The increase in accounts receivable was due to increased sales activity.

The increase in inventories that occurred in the period was to ensure we have sufficient inventory on hand to support the needs of our customers.

The decrease in total current liabilities was caused by the decline in accrued salaries, wages and benefits and accounts payable.

We elected to follow this guidance for our annual impairment test.

In addition, we sponsor postretirement benefit plans which provide healthcare benefits for eligible employees who retire or become disabled.

Postretirement benefit plans are limited to only those active employees who met the eligibility requirements as of January 1, 2017.

The measurement of annual cost and obligations under these defined benefit pension and postretirement plans are subject to a number of assumptions, which are specific for each of our U.S. and foreign plans.

Sales outside of the U.S. accounted for [removed: 55.4%] [added: 58.0%] of our consolidated net sales in [removed: 2022.][added: 2023.]

We periodically use forward exchange contracts to hedge certain transactions or to manage month-end balance sheet exposures on cross-currency intercompany [removed: loans.][added: balances.]

As of [added: both] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] the total amount of these forward exchange contracts was Singapore Dollar ("SGD") 601.5 million and $13.4 million.

As of December 31, [removed: 2022,] [added: 2023,] 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: ¥9.1] [added: ¥8.9] billion [removed: ($83.2] [added: ($81.0] million) as of December 31, [removed: 2022.][added: 2023.]

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

A sensitivity analysis of changes in fair value of these contracts outstanding as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: $8.9] [added: $7.0] million or [removed: $3.7] [added: $6.9] million, respectively, the majority of which relates to our hedges of the movement between the Euro and United States Dollar contracts.

| ($ in millions) | | | [removed: 2023 | | |] 2024 | | | 2025 | | | 2026 | | | 2027 | | | [added: 2028 | | |] Thereafter | | | Carrying Value | | | Fair Value | | |

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

| Average interest rate - variable | | | [removed: 5.56%] [added: 6.32%] | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. dollar denominated | | | [added: $53.0] | | | [removed: $53.0] | | | | | | | | | [removed: $73.0] | | | | | | [removed: $126.0] [added: $53.0] | | | [removed: $121.1] [added: $52.6] | | |

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

| U.S. dollar denominated | | | | | | [removed: $81.0] | | | | | | [added: $73.0] | | | | | | | | | [removed: $81.0] [added: $73.0] | | | [removed: $81.0] [added: $71.0] | | |

| Average interest rate - variable | | | [added: 3.82%] | | | [removed: 5.56%] | | | | | | | | | | | | | | | | | | | | |

A change of 1.0% in variable interest rates would decrease or increase annual interest expense by [removed: $0.8] [added: $0.9] million based on our outstanding debt as of December 31, [removed: 2022.][added: 2023.]

From November 2017 through December [removed: 2022,] [added: 2023,] we purchased several series of call options for a total of [removed: 867,500] [added: 995,426] barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with regards to a portion of our forecasted elastomer purchases.

During [removed: 2021,] [added: 2023,] the [removed: gain] [added: loss] recorded in other expense (income) related to these options was [removed: $1.7] [added: $1.3] million.

As of December 31, [removed: 2022,] [added: 2023,] we had outstanding contracts to purchase [removed: 258,597] [added: 206,316] barrels of crude oil from December [removed: 2022] [added: 2023] to [removed: September 2024,] [added: June 2025,] at a weighted-average strike price of [removed: $108.28] [added: $88.78] per barrel.

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 [removed: $0.5] [added: $0.3] million or [removed: $0.7] [added: $0.6] million, respectively, as of December 31, [removed: 2022.][added: 2023.]

We have also entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany demand notes which were executed in June 2023.

As of December 31, 2023, the total amount of these forward exchange contracts was Euro ("EUR") 278.6 million and SGD 94.0 million.

| EUR | | | 19.8 | | | | | | 21.6 | | | — | | |

| Yen | | | 6,065.2 | | | | | | 30.7 | | | 13.2 | | |

| SGD | | | 41.6 | | | | | | 13.9 | | | 15.8 | | |

("TONAR") plus a margin.

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

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

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

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

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

Please refer to Item 2, [removed: *[Properties](#i8148abfe270d4f15aa2ba9319df722dc_25)*,] [added: *[Properties](#ib60054df1b894c4ab057f58a3450b1ed_25)*,] for additional information on our manufacturing and other sites.

Sales outside of the U.S. accounted for [removed: 55.4%] [added: 58.0%] of our net sales in [removed: 2022.][added: 2023.]

These risks include currency fluctuations relative to the U.S. Dollar (“USD”), multiple tax jurisdictions and, particularly in South America, Eastern Europe, Israel, China and the Middle East, uncertain or changing regulatory regimes, or political and social issues, [removed: that] [added: which] 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](#i8148abfe270d4f15aa2ba9319df722dc_19);*] [added: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19);*] Part II, Item 7, *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8148abfe270d4f15aa2ba9319df722dc_46)*] [added: Operations](#ib60054df1b894c4ab057f58a3450b1ed_46)*] under the caption *Financial Condition, Liquidity and Capital Resources;* Part II, Item 7A, *[Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8148abfe270d4f15aa2ba9319df722dc_55);*] [added: Risk](#ib60054df1b894c4ab057f58a3450b1ed_55);*] Note 1, *[Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i8148abfe270d4f15aa2ba9319df722dc_79)*] [added: Policies](#ib60054df1b894c4ab057f58a3450b1ed_79)*] under the captions *Financial Instruments* and *Foreign Currency Translation;* and Note 11, *[Derivative Financial [removed: Instruments](#i8148abfe270d4f15aa2ba9319df722dc_109)*.][added: Instruments](#ib60054df1b894c4ab057f58a3450b1ed_109)*.]

*[Risk [removed: Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*.][added: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*.]

In [removed: 2022,] [added: 2023,] more than [removed: 150] [added: 190] patents were issued to West across the globe.

We believe, however, that [removed: no single patent, technology, trademark, intellectual property asset or license is material in relation to] [added: neither] our business [removed: as a whole, or to] [added: nor] any business [removed: segment.][added: segment is wholly dependent on a single intellectual property asset, license, or technology, by itself.]

Compliance with these laws, rules and regulations did not require material capital expenditures in [removed: 2022,] [added: 2023] and is not expected to have a material effect on our capital expenditures, results of operations and competitive position in [removed: 2023] [added: 2024] as compared to prior periods.

*[Risk [removed: Factors](#i8148abfe270d4f15aa2ba9319df722dc_19)*".][added: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*".]

There were no required material capital expenditures for adherence to our government-led regulatory standards in our facilities in [removed: 2022] [added: 2023] outside the normal course of business, and there are currently no needed or planned material expenditures for [removed: 2023.][added: 2024.]

There were no required material capital expenditures for environmental controls in our facilities in [removed: 2022] [added: 2023] and there are currently no needed or planned material expenditures for [removed: 2023.][added: 2024.]

Our ten largest customers accounted for [removed: 45.6%] [added: 41.4%] of our consolidated net sales in [removed: 2022, but none] [added: 2023, and one] of these [removed: customers] [added: customers,] individually accounted for more than 10% of consolidated net [removed: sales.][added: sales, at 10.9% or $322.1 million, contributing to net sales in both the Proprietary and Contract Manufacturing reporting segments.]

Please refer to Note 3, [removed: *[Revenue](#i8148abfe270d4f15aa2ba9319df722dc_85)*,] [added: *[Revenue](#ib60054df1b894c4ab057f58a3450b1ed_85)*,] and Note 19, *[Segment [removed: Information](#i8148abfe270d4f15aa2ba9319df722dc_133)*,] [added: Information](#ib60054df1b894c4ab057f58a3450b1ed_133)*,] for additional information on our consolidated net sales.

We seek to differentiate ourselves by leveraging our global capabilities and [added: reputation and] by employing new technologies such as high-speed automated assembly, insert-molding, multi-shot precision molding, and expertise with multiple-piece closure systems.

Our quality control, regulatory and laboratory testing capabilities are used to ensure compliance with applicable manufacturing and regulatory standards for primary and secondary pharmaceutical packaging components and [added: drug] delivery systems.

Technological advances and scientific discoveries have accelerated the pace of change in [removed: medical technology.][added: primary packaging, drug delivery and administration technologies.]

We continue to pursue strategic initiatives in drug containment components, [added: integrated] drug containment systems, novel drug delivery devices, [removed: safety] [added: novel therapeutic experiences] and administration systems.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 10,700] [added: 10,600] people, excluding contractors and temporary workers, in our operations throughout the world.

During [removed: 2022,] [added: 2023,] West hired approximately [removed: 2,850] [added: 2,100] new team members and experienced an attrition rate of approximately [removed: 22%.][added: 21%.]

As of December 31, [removed: 2022,] [added: 2023,] the following table presents the approximate percentage of our employees by business unit:

| Global Operations | | | [removed: 83%] [added: 84%] | | |

| Sales and Marketing | | | [removed: 5%] [added: 4%] | | |

As of December 31, [removed: 2022,] [added: 2023,] we had the following global gender demographics:

As of December 31, [removed: 2022,] [added: 2023,] four out of the ten members of West's Leadership Team are women, while [removed: seven] [added: six] out of the ten members are women and/or people of color.

We strongly encourage our team members to engage in continuous [removed: learning,] [added: learning] and provide development opportunities to strengthen individual skills and gain new experiences with the goal to build talent from within.

We offer resources such as our tuition reimbursement program and our online learning catalog, with approximately [removed: 42,000] [added: 43,000] courses available.

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

Each manufacturing location has dedicated and trained HSE professionals, responsible for general safety oversight [added: and regulatory compliance] at the site.

Our Recordable Injury Rate in [removed: 2022] [added: 2023] was [removed: 0.67] [added: 0.74] per 100 employees.

Our HSE and employee well-being [removed: focus] can also be seen in our focus on quality implementation of [added: proactive] Leading Indicator programs and metrics to drive [added: improved] Lagging Indicator performance.

During [removed: 2022,] [added: 2023,] 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.

In Part III of this Form 10-K, we incorporate by reference certain information from parts of other documents filed with the SEC and from our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders [removed: (“2023] [added: (“2024] Proxy Statement”), which will be filed with the SEC within 120 days following the end of our [removed: 2022] [added: 2023] fiscal year.

Our [removed: 2023] [added: 2024] Proxy Statement will be available on our website under the caption *Investors - [added: Financial -] Annual Reports & Proxy* when complete.

Please refer to Item 2, *[Properties](#ib60054df1b894c4ab057f58a3450b1ed_25)*, for additional information on our manufacturing and other sites.

Compliance with existing and forthcoming laws and regulations can be costly and time consuming, and may require changes to our information technologies, systems and practices.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| 530 Herman O. West Drive, Exton, PA | | | [removed: 19341-0645] [added: 19341-1147] | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $22.3] [added: $28.2] billion based on the closing price as reported on the New York Stock Exchange.

As of January 25, [removed: 2023,] [added: 2024,] there were [removed: 74,135,554] [added: 73,299,296] shares of the registrant’s common stock outstanding.

| Proxy Statement for the [removed: 2023] [added: 2024] 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](#i8148abfe270d4f15aa2ba9319df722dc_13)] [added: I](#ib60054df1b894c4ab057f58a3450b1ed_13)] | | | | | | Page | | |

| [ITEM [removed: 1.](#i8148abfe270d4f15aa2ba9319df722dc_16)] [added: 1.](#ib60054df1b894c4ab057f58a3450b1ed_16)] | | | [removed: [BUSINESS](#i8148abfe270d4f15aa2ba9319df722dc_16)] [added: [BUSINESS](#ib60054df1b894c4ab057f58a3450b1ed_16)] | | | [removed: [4](#i8148abfe270d4f15aa2ba9319df722dc_16)] [added: [4](#ib60054df1b894c4ab057f58a3450b1ed_16)] | | |

| [ITEM [removed: 1A.](#i8148abfe270d4f15aa2ba9319df722dc_19)] [added: 1A.](#ib60054df1b894c4ab057f58a3450b1ed_19)] | | | [RISK [removed: FACTORS](#i8148abfe270d4f15aa2ba9319df722dc_19)] [added: FACTORS](#ib60054df1b894c4ab057f58a3450b1ed_19)] | | | [removed: [11](#i8148abfe270d4f15aa2ba9319df722dc_19)] [added: [11](#ib60054df1b894c4ab057f58a3450b1ed_19)] | | |

| [ITEM [removed: 1B.](#i8148abfe270d4f15aa2ba9319df722dc_22)] [added: 1B.](#ib60054df1b894c4ab057f58a3450b1ed_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i8148abfe270d4f15aa2ba9319df722dc_22)] [added: COMMENTS](#ib60054df1b894c4ab057f58a3450b1ed_22)] | | | [removed: [22](#i8148abfe270d4f15aa2ba9319df722dc_22)] [added: [22](#ib60054df1b894c4ab057f58a3450b1ed_22)] | | |

| [ITEM [removed: 2.](#i8148abfe270d4f15aa2ba9319df722dc_25)] [added: 2.](#ib60054df1b894c4ab057f58a3450b1ed_25)] | | | [removed: [PROPERTIES](#i8148abfe270d4f15aa2ba9319df722dc_25)] [added: [PROPERTIES](#ib60054df1b894c4ab057f58a3450b1ed_25)] | | | [removed: [23](#i8148abfe270d4f15aa2ba9319df722dc_25)] [added: [24](#ib60054df1b894c4ab057f58a3450b1ed_25)] | | |

| [ITEM [removed: 3.](#i8148abfe270d4f15aa2ba9319df722dc_28)] [added: 3.](#ib60054df1b894c4ab057f58a3450b1ed_28)] | | | [LEGAL [removed: PROCEEDINGS](#i8148abfe270d4f15aa2ba9319df722dc_28)] [added: PROCEEDINGS](#ib60054df1b894c4ab057f58a3450b1ed_28)] | | | [removed: [24](#i8148abfe270d4f15aa2ba9319df722dc_28)] [added: [25](#ib60054df1b894c4ab057f58a3450b1ed_28)] | | |

| [ITEM [removed: 4.](#i8148abfe270d4f15aa2ba9319df722dc_31)] [added: 4.](#ib60054df1b894c4ab057f58a3450b1ed_31)] | | | [MINE SAFETY [removed: DISCLOSURES](#i8148abfe270d4f15aa2ba9319df722dc_31)] [added: DISCLOSURES](#ib60054df1b894c4ab057f58a3450b1ed_31)] | | | [removed: [24](#i8148abfe270d4f15aa2ba9319df722dc_31)] [added: [25](#ib60054df1b894c4ab057f58a3450b1ed_31)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i8148abfe270d4f15aa2ba9319df722dc_34)] [added: OFFICERS](#ib60054df1b894c4ab057f58a3450b1ed_34)] | | | [removed: [24](#i8148abfe270d4f15aa2ba9319df722dc_34)] [added: [25](#ib60054df1b894c4ab057f58a3450b1ed_34)] | | |

| [ITEM [removed: 5.](#i8148abfe270d4f15aa2ba9319df722dc_40)] [added: 5.](#ib60054df1b894c4ab057f58a3450b1ed_40)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i8148abfe270d4f15aa2ba9319df722dc_40)] [added: SECURITIES](#ib60054df1b894c4ab057f58a3450b1ed_40)] | | | [removed: [26](#i8148abfe270d4f15aa2ba9319df722dc_40)] [added: [27](#ib60054df1b894c4ab057f58a3450b1ed_40)] | | |

| [ITEM [removed: 6.](#i8148abfe270d4f15aa2ba9319df722dc_43)] [added: 6.](#ib60054df1b894c4ab057f58a3450b1ed_43)] | | | [removed: [RESERVED](#i8148abfe270d4f15aa2ba9319df722dc_43)] [added: [RESERVED](#ib60054df1b894c4ab057f58a3450b1ed_43)] | | | [removed: [27](#i8148abfe270d4f15aa2ba9319df722dc_43)] [added: [28](#ib60054df1b894c4ab057f58a3450b1ed_43)] | | |

| [ITEM [removed: 7.](#i8148abfe270d4f15aa2ba9319df722dc_46)] [added: 7.](#ib60054df1b894c4ab057f58a3450b1ed_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i8148abfe270d4f15aa2ba9319df722dc_46)] [added: OPERATIONS](#ib60054df1b894c4ab057f58a3450b1ed_46)] | | | [removed: [28](#i8148abfe270d4f15aa2ba9319df722dc_46)] [added: [29](#ib60054df1b894c4ab057f58a3450b1ed_46)] | | |

| [ITEM [removed: 7A.](#i8148abfe270d4f15aa2ba9319df722dc_55)] [added: 7A.](#ib60054df1b894c4ab057f58a3450b1ed_55)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i8148abfe270d4f15aa2ba9319df722dc_55)] [added: RISK](#ib60054df1b894c4ab057f58a3450b1ed_55)] | | | [removed: [41](#i8148abfe270d4f15aa2ba9319df722dc_55)] [added: [42](#ib60054df1b894c4ab057f58a3450b1ed_55)] | | |

| [ITEM [removed: 8.](#i8148abfe270d4f15aa2ba9319df722dc_58)] [added: 8.](#ib60054df1b894c4ab057f58a3450b1ed_58)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i8148abfe270d4f15aa2ba9319df722dc_58)] [added: DATA](#ib60054df1b894c4ab057f58a3450b1ed_58)] | | | [removed: [43](#i8148abfe270d4f15aa2ba9319df722dc_58)] [added: [44](#ib60054df1b894c4ab057f58a3450b1ed_58)] | | |

| [ITEM [removed: 9.](#i8148abfe270d4f15aa2ba9319df722dc_142)] [added: 9.](#ib60054df1b894c4ab057f58a3450b1ed_142)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i8148abfe270d4f15aa2ba9319df722dc_142)] [added: DISCLOSURE](#ib60054df1b894c4ab057f58a3450b1ed_142)] | | | [removed: [86](#i8148abfe270d4f15aa2ba9319df722dc_142)] [added: [88](#ib60054df1b894c4ab057f58a3450b1ed_142)] | | |

| [ITEM [removed: 9A.](#i8148abfe270d4f15aa2ba9319df722dc_145)] [added: 9A.](#ib60054df1b894c4ab057f58a3450b1ed_145)] | | | [CONTROLS AND [removed: PROCEDURES](#i8148abfe270d4f15aa2ba9319df722dc_145)] [added: PROCEDURES](#ib60054df1b894c4ab057f58a3450b1ed_145)] | | | [removed: [86](#i8148abfe270d4f15aa2ba9319df722dc_145)] [added: [88](#ib60054df1b894c4ab057f58a3450b1ed_145)] | | |

| [ITEM [removed: 9B.](#i8148abfe270d4f15aa2ba9319df722dc_148)] [added: 9B.](#ib60054df1b894c4ab057f58a3450b1ed_148)] | | | [OTHER [removed: INFORMATION](#i8148abfe270d4f15aa2ba9319df722dc_148)] [added: INFORMATION](#ib60054df1b894c4ab057f58a3450b1ed_148)] | | | [removed: [87](#i8148abfe270d4f15aa2ba9319df722dc_148)] [added: [89](#ib60054df1b894c4ab057f58a3450b1ed_148)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i8148abfe270d4f15aa2ba9319df722dc_151)] [added: INSPECTIONS](#ib60054df1b894c4ab057f58a3450b1ed_151)] | | | [removed: [87](#i8148abfe270d4f15aa2ba9319df722dc_151)] [added: [89](#ib60054df1b894c4ab057f58a3450b1ed_151)] | | |

| [PART [removed: III](#i8148abfe270d4f15aa2ba9319df722dc_154)] [added: III](#ib60054df1b894c4ab057f58a3450b1ed_154)] | | | | | | | | |

| [ITEM [removed: 10.](#i8148abfe270d4f15aa2ba9319df722dc_157)] [added: 10.](#ib60054df1b894c4ab057f58a3450b1ed_157)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i8148abfe270d4f15aa2ba9319df722dc_157)] [added: GOVERNANCE](#ib60054df1b894c4ab057f58a3450b1ed_157)] | | | [removed: [87](#i8148abfe270d4f15aa2ba9319df722dc_157)] [added: [89](#ib60054df1b894c4ab057f58a3450b1ed_157)] | | |

| [ITEM [removed: 11.](#i8148abfe270d4f15aa2ba9319df722dc_160)] [added: 11.](#ib60054df1b894c4ab057f58a3450b1ed_160)] | | | [EXECUTIVE [removed: COMPENSATION](#i8148abfe270d4f15aa2ba9319df722dc_160)] [added: COMPENSATION](#ib60054df1b894c4ab057f58a3450b1ed_160)] | | | [removed: [87](#i8148abfe270d4f15aa2ba9319df722dc_160)] [added: [89](#ib60054df1b894c4ab057f58a3450b1ed_160)] | | |

| [ITEM [removed: 12.](#i8148abfe270d4f15aa2ba9319df722dc_163)] [added: 12.](#ib60054df1b894c4ab057f58a3450b1ed_163)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i8148abfe270d4f15aa2ba9319df722dc_163)] [added: MATTERS](#ib60054df1b894c4ab057f58a3450b1ed_163)] | | | [removed: [88](#i8148abfe270d4f15aa2ba9319df722dc_163)] [added: [90](#ib60054df1b894c4ab057f58a3450b1ed_163)] | | |

| [ITEM [removed: 13.](#i8148abfe270d4f15aa2ba9319df722dc_166)] [added: 13.](#ib60054df1b894c4ab057f58a3450b1ed_166)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i8148abfe270d4f15aa2ba9319df722dc_166)] [added: INDEPENDENCE](#ib60054df1b894c4ab057f58a3450b1ed_166)] | | | [removed: [89](#i8148abfe270d4f15aa2ba9319df722dc_166)] [added: [91](#ib60054df1b894c4ab057f58a3450b1ed_166)] | | |

| [ITEM [removed: 14.](#i8148abfe270d4f15aa2ba9319df722dc_169)] [added: 14.](#ib60054df1b894c4ab057f58a3450b1ed_169)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i8148abfe270d4f15aa2ba9319df722dc_169)] [added: SERVICES](#ib60054df1b894c4ab057f58a3450b1ed_169)] | | | [removed: [89](#i8148abfe270d4f15aa2ba9319df722dc_169)] [added: [91](#ib60054df1b894c4ab057f58a3450b1ed_169)] | | |

| [PART [removed: IV](#i8148abfe270d4f15aa2ba9319df722dc_172)] [added: IV](#ib60054df1b894c4ab057f58a3450b1ed_172)] | | | | | | | | |

| [ITEM [removed: 15.](#i8148abfe270d4f15aa2ba9319df722dc_175)] [added: 15.](#ib60054df1b894c4ab057f58a3450b1ed_175)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i8148abfe270d4f15aa2ba9319df722dc_175)] [added: SCHEDULES](#ib60054df1b894c4ab057f58a3450b1ed_175)] | | | [removed: [89](#i8148abfe270d4f15aa2ba9319df722dc_175)] [added: [91](#ib60054df1b894c4ab057f58a3450b1ed_175)] | | |

| [ITEM [removed: 16.](#i8148abfe270d4f15aa2ba9319df722dc_178)] [added: 16.](#ib60054df1b894c4ab057f58a3450b1ed_178)] | | | [FORM 10-K [removed: SUMMARY](#i8148abfe270d4f15aa2ba9319df722dc_178)] [added: SUMMARY](#ib60054df1b894c4ab057f58a3450b1ed_178)] | | | [removed: [94](#i8148abfe270d4f15aa2ba9319df722dc_178)] [added: [96](#ib60054df1b894c4ab057f58a3450b1ed_178)] | | |

| [removed: [SIGNATURES](#i8148abfe270d4f15aa2ba9319df722dc_181)] [added: [SIGNATURES](#ib60054df1b894c4ab057f58a3450b1ed_181)] | | | | | | [removed: [95](#i8148abfe270d4f15aa2ba9319df722dc_181)] [added: [97](#ib60054df1b894c4ab057f58a3450b1ed_181)] | | |

Information in this Form 10-K is current as of February [removed: 21, 2023,] [added: 20, 2024,] unless otherwise specified.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any such corrections are restatements that triggered a compensation recovery analysis during the fiscal year.

| ITEM 1C. | | | [CYBERSECURITY](#ib60054df1b894c4ab057f58a3450b1ed_1947) | | | [2](#ib60054df1b894c4ab057f58a3450b1ed_1947)[3](#ib60054df1b894c4ab057f58a3450b1ed_1947) | | |

| [PART II](#ib60054df1b894c4ab057f58a3450b1ed_37) | | | | | | | | |

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

*Risk Management and Strategy*

The Company has implemented the Committee of Sponsoring Organizations (“COSO”) Enterprise Risk Management (“ERM”) Framework, which outlines the process by which an organization can view any risk by way of governance and culture, integration into strategy, risk assessments, reviewing capabilities and practices, and monitoring and reporting.

This process would apply to the cybersecurity risk as it would any of the other enterprise risks.

We follow the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) with layered security controls to help identify, protect against, detect, respond to, and recover from cyber-attacks.

To safeguard our information assets, we have put various procedures and technologies in place.

For example, our Cybersecurity Incident Response Plan clearly defines roles and responsibilities for the investigation of and response to information security incidents to minimize disruption of critical computing services and operations and prevent the loss or theft of sensitive or mission-critical information.

Our plan covers various cyber incidents like ransomware attacks, cyber-intrusions, data loss, denial of service, insider threats, malware attacks, and others.

In a material cybersecurity incident, our D&T team, inclusive of our Chief Information Officer and VP of Cybersecurity and Infrastructure Support, address the threat via established escalation procedures, roles, responsibilities, and communication.

Any cybersecurity incident that is declared as a crisis would follow our global Incident and Crisis Response and Management Procedure, which includes escalation to the West Leadership Team and Board of Directors, as deemed necessary pending the materiality of the incident.

We have not encountered cybersecurity challenges that have materially impacted our operations or financial condition.

In addition, we retain an external cybersecurity consultant to assist with a cybersecurity event as needed and maintain appropriate cybersecurity liability insurance.

The Company also educates and shares best practices globally with its employees to raise awareness of cybersecurity threats.

As part of our onboarding process, we train all new employees on cybersecurity and conduct an annual retraining of all employees on cybersecurity standards.

Training also includes how to recognize, report and properly respond to phishing and social engineering schemes.

Multiple phishing simulation exercises are conducted throughout the year to increase cybersecurity awareness.

Our cybersecurity defenses also utilize technologies such as next generation firewalls, Zero Trust architecture, intrusion detection and prevention measures, anti-malware software, advance threat protection, multifactor authentication, network segmentation and encryption to ensure the security of West intellectual properties, customer and vendor data.

In addition, we have a dedicated 24-by-7 Security Operations Center to facilitate the monitoring of the Company's cybersecurity landscape and associated applications.

*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.

Our diligence and assessment extends beyond West, as the Company performs a cybersecurity assessment when third-party vendors and service providers are onboarded.

Throughout the year, we monitor the effectiveness of our third-party vendors' and service providers' control environment, assessing any impact to our Company.

The cybersecurity program is led by our Chief Information Officer and VP of Cybersecurity and Infrastructure Support, 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.

Additionally, our ERM function monitors cybersecurity risk and provides regular updates to the Audit Committee of our Board of Directors, annual updates to the Board of Directors, and regular reporting to the West Leadership Team on risk mitigation and response efforts.

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

| United States of America | | | | | | Phoenix, AZ (2) | | | | | | Contract Manufactured Products [added: and Proprietary Products] | | |

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

| | | | | | | Le Vaudreuil | | | | | | Proprietary Products | | |

| Silji Abraham | | | [removed: 51] [added: 52] | | | 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: 54] [added: 55] | | | Senior Vice President and Chief Financial and Operations Officer since July 2022. Senior Vice President and Chief Financial Officer from June 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: 58] [added: 59] | | | 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: 53] [added: 54] | | | 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: 56] [added: 57] | | | 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: 57] [added: 58] | | | 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. | | |

| Cindy Reiss-Clark | | | [removed: 49] [added: 50] | | | 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. | | |

| Chad R. Winters | | | [removed: 44] [added: 45] | | | 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. | | |

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WST.” As of January 25, [removed: 2023,] [added: 2024,] we had [removed: 630] [added: 574] 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.

We paid a quarterly dividend of [removed: $0.17] [added: $0.18] per share on our common stock in each of the first three quarters of [removed: 2021; $0.18] [added: 2022; $0.19] per share in the fourth quarter of [removed: 2021] [added: 2022] and each of the first three quarters of [removed: 2022;] [added: 2023;] and [removed: $0.19] [added: $0.20] per share in the fourth quarter of [removed: 2022.][added: 2023.]

In December 2021, [removed: we announced] [added: 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 or in privately-negotiated transactions.

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

[removed: During the three months ended December 31, 2022, there were no] [added: The following table shows information with respect to] purchases of our common stock made [added: during the three months ended December 31, 2023] by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange [removed: Act.][added: Act:]

[added: (1)] 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 following performance graph compares the cumulative total return to holders of our common stock with the cumulative total return of the Standard & Poor’s 500 Index (“S&P 500”) and the Standard & Poor's 500 Health Care Index, for the five years ended December 31, [removed: 2022.][added: 2023.]

The cumulative shareholder return on our common stock is based on an investment of $100 on December 31, [removed: 2017] [added: 2018] 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: ]

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

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

| Period | | | | | | Total number of shares purchased (1) | | | | | | Average price paid per share (1) | | | | | | Total number of shares purchased as part of publicly announced plans or programs (1) | | | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (1) | | |

| October 1 - 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 738,700,000 | |

| November 1 - 30, 2023 | | | | | | 261,080 | | | | | | 339.86 | | | | | | 261,080 | | | | | | 650,000,000 | | |

| December 1 - 31, 2023 | | | | | | 251,182 | | | | | | 351.49 | | | | | | 251,182 | | | | | | 561,700,000 | | |

| Total | | | | | | 512,262 | | | | | | $ | 345.56 | | | | | 512,262 | | | | | | $ | 561,700,000 | |

During the three months ended December 31, 2023, we purchased 512,262 shares of our common stock under the program at a cost of $177.0 million, or an average price of $345.56 per share.

During the year ended December 31, 2023, we purchased 1,265,661 shares of our common stock under the program at a cost of $438.3 million, or an average price of $346.34 per share.

The number of shares to be repurchased and the timing of such transactions depended on a variety of factors, including market conditions.

This share repurchase program was completed by December 31, 2022.

There were no shares purchased during the three months ended December 31, 2022 under the calendar-year 2022 program.

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | | | | $ | [removed: 2,886.9] [added: 2,949.8] | | | | | $ | [removed: 2,831.6] [added: 2,886.9] | | | | | $ | [removed: 2,146.9] [added: 2,831.6] | |

| Cost of goods and services sold | | | | | | [removed: 1,750.7] [added: 1,820.6] | | | | | | [removed: 1,655.8] [added: 1,750.7] | | | | | | [removed: 1,379.1] [added: 1,655.8] | | |

| Gross profit | | | | | | [removed: 1,136.2] [added: 1,129.2] | | | | | | [removed: 1,175.8] [added: 1,136.2] | | | | | | [removed: 767.8] [added: 1,175.8] | | |

| Research and development | | | | | | [removed: 58.5] [added: 68.4] | | | | | | [removed: 52.8] [added: 58.5] | | | | | | [removed: 46.9] [added: 52.8] | | |

| Selling, general and administrative expenses | | | | | | [removed: 316.9] [added: 353.4] | | | | | | [removed: 362.8] [added: 316.9] | | | | | | [removed: 302.0] [added: 362.8] | | |

| Other expense (income) (Note 16) | | | | | | [removed: 26.8] [added: 31.4] | | | | | | [removed: 7.9] [added: 26.8] | | | | | | [removed: 12.0] [added: 7.9] | | |

| Operating profit | | | | | | [removed: 734.0] [added: 676.0] | | | | | | [removed: 752.3] [added: 734.0] | | | | | | [removed: 406.9] [added: 752.3] | | |

| Interest expense | | | | | | [removed: 7.9] [added: 9.0] | | | | | | [removed: 8.2] [added: 7.9] | | | | | | 8.2 | | |

| Interest income | | | | | | [removed: (5.1)] [added: (28.0)] | | | | | | [removed: (1.0)] [added: (5.1)] | | | | | | [removed: (1.4)] [added: (1.0)] | | |

| Other nonoperating [removed: expense] (income) [added: expense] | | | | | | [removed: 51.3] [added: (3.0)] | | | | | | [removed: (3.8)] [added: 51.3] | | | | | | [removed: (1.2)] [added: (3.8)] | | |

| Income before income taxes and equity in net income of affiliated companies | | | | | | [removed: 679.9] [added: 698.0] | | | | | | [removed: 748.9] [added: 679.9] | | | | | | [removed: 401.3] [added: 748.9] | | |

| Income tax expense | | | | | | [removed: 114.7] [added: 122.3] | | | | | | [removed: 107.2] [added: 114.7] | | | | | | [removed: 72.5] [added: 107.2] | | |

| Equity in net income of affiliated companies | | | | | | [removed: (20.7)] [added: (17.7)] | | | | | | [removed: (20.1)] [added: (20.7)] | | | | | | [removed: (17.4)] [added: (20.1)] | | |

| Net income | | | | | | $ | [removed: 585.9] [added: 593.4] | | | | | $ | [removed: 661.8] [added: 585.9] | | | | | $ | [removed: 346.2] [added: 661.8] | |

| Basic | | | | | | $ | [removed: 7.87] [added: 7.98] | | | | | $ | [removed: 8.89] [added: 7.87] | | | | | $ | [removed: 4.68] [added: 8.89] | |

| Diluted | | | | | | $ | [removed: 7.73] [added: 7.88] | | | | | $ | [removed: 8.67] [added: 7.73] | | | | | $ | [removed: 4.57] [added: 8.67] | |

| Basic | | | | | | [removed: 74.4] [added: 74.3] | | | | | | 74.4 | | | | | | [removed: 73.9] [added: 74.4] | | |

| Diluted | | | | | | [removed: 75.8] [added: 75.3] | | | | | | [removed: 76.3] [added: 75.8] | | | | | | [removed: 75.8] [added: 76.3] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 585.9] [added: 593.4] | | | | | $ | [removed: 661.8] [added: 585.9] | | | | | $ | [removed: 346.2] [added: 661.8] | |

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

| Foreign currency translation adjustments, net of tax of [added: $1.0,] $2.2, [removed: $2.4,] and [removed: $(1.0)] [added: $2.4] | | | [removed: (47.3)] [added: 39.4] | | | | | | [removed: (59.3)] [added: (47.3)] | | | | | | [removed: 40.1] [added: (59.3)] | | |

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

| Net actuarial [removed: (loss)] gain [added: (loss)] arising during period, net of tax of [added: $0.4,] $(2.4), [removed: $2.1,] and [removed: $(0.7)] [added: $2.1] | | | [removed: (9.3)] [added: 0.8] | | | | | | [removed: 5.9] [added: (9.3)] | | | | | | [removed: (2.5)] [added: 5.9] | | |

| Settlement effects arising during period, net of tax of [added: $0.0,] $20.3, [removed: $0.4,] and [removed: $0.9] [added: $0.4] | | | [removed: 31.9] [added: 0.1] | | | | | | [removed: 1.4] [added: 31.9] | | | | | | [removed: 2.9] [added: 1.4] | | |

| Less: amortization of actuarial (gain) loss, net of tax of [added: $(0.4),] $(0.1), [removed: $0.1,] and [removed: $0.0] [added: $0.1] | | | [removed: (0.5)] [added: (1.3)] | | | | | | [removed: 0.1] [added: (0.5)] | | | | | | [removed: (0.1)] [added: 0.1] | | |

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

| Less: amortization of other, net of tax of [added: $(0.1),] $0.1, [removed: $0.0,] and $0.0 | | | [removed: 0.3] [added: (0.3)] | | | | | | [removed: —] [added: 0.3] | | | | | | — | | |

| Net gain (loss) on equity affiliate accumulated other comprehensive income, net of tax of $0.0, $0.0, and $0.0 | | | [removed: 0.1] [added: 0.7] | | | | | | [removed: 0.9] [added: 0.1] | | | | | | [removed: 0.2] [added: 0.9] | | |

| Net [removed: gain] (loss) [added: gain] on derivatives, net of tax of [added: $0.0,] $0.2, [removed: $0.5,] and [removed: $(0.6)] [added: $0.5] | | | [removed: 1.4] [added: (0.2)] | | | | | | [removed: 0.7] [added: 1.4] | | | | | | [removed: (1.1)] [added: 0.7] | | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | [removed: (23.4)] [added: 39.2] | | | | | | [removed: (49.0)] [added: (23.4)] | | | | | | [removed: 39.0] [added: (49.0)] | | |

| Comprehensive income | | | $ | [removed: 562.5] [added: 632.6] | | | | | $ | [removed: 612.8] [added: 562.5] | | | | | $ | [removed: 385.2] [added: 612.8] | |

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 894.3] [added: 853.9] | | | | | $ | [removed: 762.6] [added: 894.3] | |

| Accounts receivable, net | | | [removed: 507.4] [added: 512.0] | | | | | | [removed: 489.0] [added: 507.4] | | |

| Inventories | | | [removed: 414.8] [added: 434.7] | | | | | | [removed: 378.4] [added: 414.8] | | |

| Other current assets | | | [removed: 103.0] [added: 135.8] | | | | | | [removed: 112.0] [added: 103.0] | | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021

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

| Balance, December 31, 2023 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 120.2 | | | | | 1.8 | | | | | | $ | (637.6) | | | | | $ | 3,523.4 | | | | | $ | (143.8) | | | | | $ | 2,881.0 | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021

| Net income | | | $ | 593.4 | | | | | $ | 585.9 | | | | | $ | 661.8 | |

| Loss on disposal of plant | | | 11.6 | | | | | | — | | | | | | — | | |

| Asset impairments | | | 9.6 | | | | | | 6.2 | | | | | | 5.6 | | |

| Other, net | | | 1.0 | | | | | | (2.0) | | | | | | (1.4) | | |

| Other, net | | | (0.1) | | | | | | — | | | | | | — | | |

| ($ in millions) | | | 2023 | | | | | | 2022 | | |

| | | | $ | 434.7 | | | | | $ | 414.8 | |

We had no material finance leases as of December 31, 2023.

We elected to follow this guidance for our annual impairment test in the prior year, however in the current year, 2023, we performed a quantitative analysis to support our historical qualitative assessments.

No impairment in the carrying value of our reporting units was evident as a result of the quantitative assessment performed.

In September 2022, the Financial Accounting Standards Board ("FASB") issued guidance that seeks to enhance transparency around entities' use of supplier finance programs.

The amendment requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented.

Standards Issued Not Yet Adopted

In November 2023, the FASB issued guidance that seeks to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendment enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

This guidance is effective for fiscal years beginning after December 15, 2023.

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

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

In December 2023, the FASB issued guidance that seeks to enhance income tax disclosures to provide information to better assess how an entity's operations and related tax risks affect its tax rate and prospects for future cash flows.

Within the income tax rate reconciliation, the amendment requires disclosure of additional categories and greater detail about individual reconciling items over a specified threshold.

It also requires information pertaining to taxes paid to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions over a specified threshold.

This guidance is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the impact of this guidance on our financial statements and disclosures, but we expect adoption will cause a significant impact to our Income Taxes footnote disclosure.

| Contract-Manufactured Products | | | 19 | | % | | | | 17 | | % | | | | 18 | | % | | | | | | | | | | | | |

Due to the Company's reassessment of product categories, beginning in the second quarter of 2023, certain product types have been moved from High-Value Product Components to High-Value Product Delivery Devices.

No adjustments were made to the product categorization prior to the second quarter of 2023.

| Net income | | | $ | 593.4 | | | | | $ | 585.9 | | | | | $ | 661.8 | |

During the three months ended December 31, 2023, we purchased 512,262 shares of our common stock under the program at a cost of $177.0 million, or an average price of $345.56 per share.

During the year ended December 31, 2023, we purchased 1,265,661 shares of our common stock under the program at a cost of $438.3 million, or an average price of $346.34 per share.

The number of shares to be repurchased and the timing of such transactions depended on a variety of factors, including market conditions.

This share repurchase program was completed by December 31, 2022.

| | | | | | | | | | $ | 2,738.0 | | | | | $ | 2,386.6 | |

We had no material finance leases as of December 31, 2023.

We had no finance leases as of December 31, 2022.

| 2024 | | | $ | 20.9 | |

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

| Pension and other postretirement benefits | | | 2.1 | | | | | | 2.4 | | |

| Pension and other postretirement benefits | | | 28.2 | | | | | | 40.5 | | |

| Balance, December 31, 2019 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 272.7 | | | | | 1.2 | | | | | | $ | (118.1) | | | | | $ | 1,549.4 | | | | | $ | (149.6) | | | | | $ | 1,573.2 | |

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

| Contingent consideration payments in excess of acquisition-date liability | | | (2.0) | | | | | | (1.4) | | | | | | (0.9) | | |

| Fixed asset impairments and sale of equipment, net | | | 2.7 | | | | | | 1.3 | | | | | | 7.7 | | |

West has been actively monitoring the coronavirus (“COVID-19”) situation and its impact globally.

Our production facilities continue to operate as they had prior to the COVID-19 pandemic, other than for enhanced safety measures intended to prevent the spread of the virus.

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

We elected to follow this guidance for our annual impairment test.

Environmental Remediation and Compliance Costs: Environmental remediation costs are accrued when such costs are probable and reasonable estimates are determinable.

Cost estimates include investigation, cleanup and monitoring activities; such estimates are adjusted, if necessary, based on additional findings.

Environmental compliance costs are expensed as incurred as part of normal operations.

In November 2021, the Financial Accounting Standards Board ("FASB") issued guidance that seeks to improve the transparency of financial disclosures for government assistance received by business entities.

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

In March 2020, the FASB issued guidance which provides optional expedients and exceptions to address the impact of reference rate reform where contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate need to be discontinued.

This guidance was effective upon issuance and generally can be applied through December 31, 2022.

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

| | | | | | | | | | $ | 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 | | |

| Balance, December 31, 2020 | | | $ | 80.9 | | | | | $ | 30.2 | | | | | $ | 111.1 | |

| Goodwill recorded due to acquisition | | | 1.7 | | | | | | — | | | | | | 1.7 | | |

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

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

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

| Other | | | 33.4 | | | | | | 26.0 | | |

The interest rates shown in parentheses are as of December 31, 2022 with the exception of the Series A notes which are as of December 31, 2021.

| Series A notes, due July 5, 2022 (3.67%) | | | — | | | | | | 42.0 | | |

| | | | 209.2 | | | | | | 253.5 | | |

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

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

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

| Total | | | $ | 1.5 | | | | | $ | 1.7 | | | | | $ | (0.2) | | | | | | | |

Based on this evaluation, our CEO and CFO have concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures are effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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.

Rule 10b5-1 Trading Plans

Eric M.

Green, President and Chief Executive Officer, Chair of the Board of Directors, entered into a prearranged stock trading arrangement on May 5, 2023.

Mr. Green’s plan provides for the purchase and sale of an aggregate number of 234,864 shares of the Company's common stock (of which Mr. Green will sell 204,864 shares and retain the rest immediately following the exercise) between August 8, 2023 and August 6, 2024.

The trading plan was entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.

This plan was terminated on October 24, 2023.

Mr. Green entered into a new prearranged stock trading arrangement on November 17, 2023.

Mr. Green’s plan provides for the purchase and sale of an aggregate number of 184,864 shares of the Company's common stock (of which Mr. Green will sell 160,864 shares and retain the rest immediately following the exercise) between February 27, 2024 and August 6, 2024.

The trading plan was entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.

None.

Information is incorporated by reference from the discussion under the heading *Proposal 1 - Election of Directors*; *Corporate Governance Documents and Policies - [removed: Ethics and Our] [added: West's] Code of [removed: Business] Conduct*; *Voting and Other Information - Shareholder Proposals or Nominations;* and *Board and Director Information and Policies - Committees - Audit Committee* in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

Information required by this Item is incorporated by reference from the discussion under the heading *Stock Ownership* in our [removed: 2023] [added: 2024] 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: 2022.][added: 2023.]

(1) Includes [removed: 1,179,919] [added: 1,071,534] outstanding stock options, [removed: 9,371 stock appreciation rights, 113,443] [added: 98,441] performance share units, [removed: 18,016] [added: 16,461] restricted retention share units, and [removed: 121,086] [added: 109,909] deferred stock-equivalents units under the 2016 Plan.

Includes [removed: 704,137] [added: 350,914] outstanding stock [removed: options, 11,031 stock appreciation rights,] [added: options] and [removed: 97,592] [added: 89,201] deferred stock-equivalents units under the 2011 [added: Omnibus Incentive Compensation] Plan (which was terminated in 2016).

The average term of remaining options is [removed: 4.8] [added: 4.7] years.

The restricted performance share unit payouts were at [added: 200.00%,] 189.25%, [removed: 154.52%,] and [removed: 82.61%] [added: 154.52%] in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

(2) All share [removed: units and] [added: units,] deferred stock-equivalent units [added: and stock appreciation rights] are excluded when determining the weighted-average exercise price of outstanding options.

(3) Represents [removed: 3,738,308] [added: 3,714,353] shares reserved under the Company’s Employee Stock Purchase Plan and [removed: 1,681,526] [added: 1,434,547] shares remaining available for issuance under the 2016 Plan.

The estimated number of shares that could be issued for [removed: 2022] [added: 2023] from the Employee Stock Purchase Plan is [removed: 172,368.][added: 137,310.]

This number of shares is calculated by multiplying the [removed: 84] [added: 69] shares per offering period per participant limit by [removed: 2,052,] [added: 1,990,] the number of current participants in the plan.

| Equity compensation plans approved by security holders | | | 1,753,588 | | | (1) | | | $ | 145.40 | | (2) | | | 5,148,900 | | | (3) | | |

| Total | | | 1,753,588 | | | | | | $ | 145.40 | | | | | 5,148,900 | | | | | |

Excludes cash-settled performance share units, cash-settled restricted retention share units, cash-settled deferred stock-equivalents units and cash-settled stock appreciation rights.

| 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 | | | | | |

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| For the year ended December 31, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | |

| Deferred tax asset valuation allowance | | | $ | [removed: 15.9] [added: 13.3] | | $ | [removed: —] [added: 2.2] | | $ | [removed: (0.8)] [added: —] | | $ | [removed: 15.1] [added: 15.5] | |

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

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

| [removed: 10.14 (2)] [added: 3.2] | | | [removed: [Non-Qualified Deferred Compensation Plan for Designated Employees, as amended] [added: [Our Amended] and [removed: restated] [added: Restated Bylaws,] effective [removed: January 1, 2020] [added: October 23, 2023] (incorporated by reference to Exhibit [removed: 10.10] [added: 3.2] to the Company's Form 10-Q report for the quarter ended September 30, [removed: 2020,] [added: 2023,] filed October [removed: 23, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000057/ex10102020amendedresta.htm)] [added: 26, 2023)](https://www.sec.gov/Archives/edgar/data/105770/000010577023000068/amendedrestatedbylawsoct20.htm)] | | |

| 21 | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex21listofsubsidiaries_2022.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex21listofsubsidiaries_2023.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex23consent_2022.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex23consent_2023.htm)] | | |

| 31.1 | | | [Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex311ceo302certification_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex311ceo302certification_2.htm)] | | |

| 31.2 | | | [Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex312cfo302certification_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex312cfo302certification_2.htm)] | | |

| 32.1* | | | [Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex321ceo906certification_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex321ceo906certification_2.htm)] | | |

| 32.2* | | | [Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000012/ex322cfo906certification_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex322cfo906certification_2.htm)] | | |

| Allowance for credit losses | | | 0.2 | | | 2.3 | | | (1.7) | | | 0.8 | | |

| Total allowances deducted from assets | | | $ | 13.5 | | $ | 4.5 | | $ | (1.7) | | $ | 16.3 | |

(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

| 10.14 (2) | | | [Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, 2024](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex1014westpharmaceutical.htm) | | |

| 10.40 (4) | | | [Global Master Supply A](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[mendment](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [by and between ExxonMobil](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [Product Solu](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[tions Company](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [and us, entered into on](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [November 27, 2023](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[, and effective January 1, 20](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[24](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [through December 31, 202](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[8](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [(incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[40](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [to the Company's Form 8-K report filed](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [November](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) [](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[30](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[3](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm)[).](https://www.sec.gov/Archives/edgar/data/105770/000010577023000075/exhibit1040exxonamendmen.htm) | | |

| 10.41 | | | [Executive Officer Incentive-based Compensation Recovery Policy, dated and effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex1041officerincentiveco.htm) | | |

| 10.42 | | | [Securities Trading Policy, dated and effective April 15, 2021, and Section 10b5-1 Approved Trading Plan Guidelines, dated and effective February 27, 2023](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex1042securitiestradingp.htm) | | |

| Allowance for credit losses | | | 0.5 | | | 0.7 | | | (0.1) | | | 1.1 | | |

| Total allowances deducted from assets | | | $ | 16.4 | | $ | 0.7 | | $ | (0.9) | | $ | 16.2 | |

| 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) | | |

| /s/ Eric M. Green | | | President, Chief Executive Officer and Chair of the Board | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Bernard J. Birkett | | | Senior Vice President, Chief Financial and Operations Officer | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Chad R. Winters | | | Vice President, Chief Accounting Officer and Corporate Controller | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Mark A. Buthman | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ William F. Feehery, Ph.D. | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Robert F. Friel | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Thomas W. Hofmann | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Molly E. Joseph | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Deborah L.V. Keller | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Myla P. Lai-Goldman, M.D. | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Douglas A. Michels | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Paolo Pucci | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

| /s/ Stephen Lockhart, Ph.D. | | | Director | | | February [removed: 21, 2023] [added: 20, 2024] | | |

February 20, 2024

February 21, 2023