Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF INCOME

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

(in millions, except per share data)

						2023						2022						2021
Net sales						$	2,949.8					$	2,886.9					$	2,831.6
Cost of goods and services sold						1,820.6						1,750.7						1,655.8
Gross profit						1,129.2						1,136.2						1,175.8
Research and development						68.4						58.5						52.8
Selling, general and administrative expenses						353.4						316.9						362.8
Other expense (income) (Note 16)						31.4						26.8						7.9
Operating profit						676.0						734.0						752.3
Interest expense						9.0						7.9						8.2
Interest income						(28.0)						(5.1)						(1.0)
Other nonoperating (income) expense						(3.0)						51.3						(3.8)
Income before income taxes and equity in net income of affiliated companies						698.0						679.9						748.9
Income tax expense						122.3						114.7						107.2
Equity in net income of affiliated companies						(17.7)						(20.7)						(20.1)
Net income						$	593.4					$	585.9					$	661.8
Net income per share:
Basic						$	7.98					$	7.87					$	8.89
Diluted						$	7.88					$	7.73					$	8.67
Weighted average shares outstanding:
Basic						74.3						74.4						74.4
Diluted						75.3						75.8						76.3

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(in millions)

			2023						2022						2021
Net income			$	593.4					$	585.9					$	661.8
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of $1.0, $2.2, and $2.4			39.4						(47.3)						(59.3)
Defined benefit pension and other postretirement plans:
Prior service cost arising during period, net of tax of $0.0, $0.0, and $0.5			—						—						1.5
Net actuarial gain (loss) arising during period, net of tax of $0.4, $(2.4), and $2.1			0.8						(9.3)						5.9
Settlement effects arising during period, net of tax of $0.0, $20.3, and $0.4			0.1						31.9						1.4
Less: amortization of actuarial (gain) loss, net of tax of $(0.4), $(0.1), and $0.1			(1.3)						(0.5)						0.1
Less: amortization of prior service credit, net of tax of $0.0, $0.0, and $(0.1)			—						—						(0.2)
Less: amortization of other, net of tax of $(0.1), $0.1, and $0.0			(0.3)						0.3						—
Net gain (loss) on equity affiliate accumulated other comprehensive income, net of tax of $0.0, $0.0, and $0.0			0.7						0.1						0.9
Net (loss) gain on derivatives, net of tax of $0.0, $0.2, and $0.5			(0.2)						1.4						0.7
Other comprehensive income (loss), net of tax			39.2						(23.4)						(49.0)
Comprehensive income			$	632.6					$	562.5					$	612.8

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEETS

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, 2023 and 2022

(in millions, except per share data)			2023						2022
ASSETS
Current assets:
Cash and cash equivalents			$	853.9					$	894.3
Accounts receivable, net			512.0						507.4
Inventories			434.7						414.8
Other current assets			135.8						103.0
Total current assets			1,936.4						1,919.5
Property, plant and equipment			2,738.0						2,386.6
Less: accumulated depreciation and amortization			1,324.7						1,228.3
Property, plant and equipment, net			1,413.3						1,158.3
Operating lease right-of-use assets			99.2						104.4
Investments in affiliated companies			210.0						204.9
Goodwill			108.5						107.3
Intangible assets, net			15.1						18.4
Deferred income taxes			25.7						65.6
Other noncurrent assets			21.3						38.4
Total Assets			$	3,829.5					$	3,616.8
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and other current debt			$	134.0					$	2.2
Accounts payable			242.4						215.4
Accrued salaries, wages and benefits			105.9						76.8
Income taxes payable			16.6						24.8
Operating lease liabilities			17.7						16.0
Other current liabilities			155.2						183.8
Total current liabilities			671.8						519.0
Long-term debt			72.8						206.7
Deferred income taxes			12.7						14.3
Pension and other postretirement benefits			29.6						28.2
Operating lease liabilities			84.5						93.0
Deferred compensation benefits			18.6						19.1
Other long-term liabilities			58.5						51.6
Total Liabilities			948.5						931.9
Commitments and contingencies (Note 18)
Equity:
Preferred stock, 3.0 million shares authorized; 0.0 shares issued and outstanding in 2023 and 2022			—						—
Common stock, par value $0.25 per share; 200 million shares authorized; shares issued: 75.3 million in 2023 and 2022; shares outstanding: 73.5 million and 74.1 million in 2023 and 2022			18.8						18.8
Capital in excess of par value			120.2						232.2
Retained earnings			3,523.4						2,987.8
Accumulated other comprehensive loss			(143.8)						(183.0)
Treasury stock, at cost (1.8 million and 1.2 million shares in 2023 and 2022)			(637.6)						(370.9)
Total Equity			2,881.0						2,684.9
Total Liabilities and Equity			$	3,829.5					$	3,616.8

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF EQUITY

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

(in millions)

			Common shares issued						Common stock						Capital in excess of par value						Number of treasury shares						Treasury stock						Retained earnings						Accumulated other comprehensive loss						Total
Balance, December 31, 2020			75.3						$	18.8					$	267.3					1.3						$	(167.7)					$	1,846.7					$	(110.6)					$	1,854.5
Net Income			—						—						—						—						—						661.8						—						661.8
Activity related to stock-based compensation			—						—						(18.3)						(0.7)						75.3						—						—						57.0
Shares purchased under share repurchase program			—						—						—						0.5						(137.1)						—						—						(137.1)
Dividends declared ($0.70 per share)			—						—						—						—						—						(51.8)						—						(51.8)
Other comprehensive loss, net of tax			—						—						—						—						—						—						(49.0)						(49.0)
Balance, December 31, 2021			75.3						18.8						249.0						1.1						(229.5)						2,456.7						(159.6)						2,335.4
Net income			—						—						—						—						—						585.9						—						585.9
Activity related to stock-based compensation			—						—						(16.8)						(0.5)						61.4						—						—						44.6
Shares purchased under share repurchase program			—						—						—						0.6						(202.8)						—						—						(202.8)
Dividends declared ($0.74 per share)			—						—						—						—						—						(54.8)						—						(54.8)
Other comprehensive loss, net of tax			—						—						—						—						—						—						(23.4)						(23.4)
Balance, December 31, 2022			75.3						18.8						232.2						1.2						(370.9)						2,987.8						(183.0)						2,684.9
Net income			—						—						—						—						—						593.4						—						593.4
Activity related to stock-based compensation			—						—						(112.0)						(0.7)						171.6						—						—						59.6
Shares purchased under share repurchase program			—						—						—						1.3						(438.3)						—						—						(438.3)
Dividends declared ($0.78 per share)			—						—						—						—						—						(57.8)						—						(57.8)
Other comprehensive income, net of tax			—						—						—						—						—						—						39.2						39.2
Balance, December 31, 2023			75.3						$	18.8					$	120.2					1.8						$	(637.6)					$	3,523.4					$	(143.8)					$	2,881.0

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(in millions)

			2023						2022						2021
Cash flows from operating activities:
Net income			$	593.4					$	585.9					$	661.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			133.7						116.9						116.9
Amortization			3.6						3.7						5.4
Stock-based compensation			23.3						23.7						37.5
Non-cash restructuring charges			—						15.3						—
Pension settlement charge			0.1						52.2						1.8
Loss on disposal of plant			11.6						—						—
Asset impairments			9.6						6.2						5.6
Deferred income taxes			37.5						(30.8)						(42.9)
Pension and other retirement plans, net			(2.6)						(14.0)						14.8
Equity in undistributed earnings of affiliates, net of dividends			(14.3)						(18.1)						(17.4)
Other, net			1.0						(2.0)						(1.4)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable			4.0						(35.6)						(123.5)
Increase in inventories			(13.5)						(49.8)						(86.5)
(Increase) decrease in other current assets			(21.3)						18.5						(7.3)
Increase (decrease) in accounts payable			4.4						(2.8)						16.8
Changes in other assets and liabilities			6.0						54.7						2.4
Net cash provided by operating activities			776.5						724.0						584.0
Cash flows from investing activities:
Capital expenditures			(362.0)						(284.6)						(253.4)
Acquisition of business			—						—						(2.2)
Other, net			(6.7)						(3.6)						2.5
Net cash used in investing activities			(368.7)						(288.2)						(253.1)
Cash flows from financing activities:
Debt issuance cost			—						(1.2)						—
Repayments of long-term debt			(2.3)						(44.3)						(2.2)
Dividend payments			(57.0)						(54.1)						(51.1)
Proceeds from stock-based compensation awards			43.9						20.9						29.4
Employee stock purchase plan contributions			7.1						7.3						7.7
Shares purchased under share repurchase programs			(438.3)						(202.8)						(137.1)
Shares repurchased for employee tax withholdings			(12.9)						(19.4)						(14.8)
Other, net			(0.1)						—						—
Net cash used in financing activities			(459.6)						(293.6)						(168.1)
Effect of exchange rates on cash			11.4						(10.5)						(15.7)
Net (decrease) increase in cash and cash equivalents			(40.4)						131.7						147.1
Cash, including cash equivalents at beginning of period			894.3						762.6						615.5
Cash, including cash equivalents at end of period			$	853.9					$	894.3					$	762.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized			$	6.0					$	6.6					$	8.0
Income taxes paid, net			$	90.8					$	109.7					$	171.8
Accrued capital expenditures			$	53.3					$	33.2					$	41.1
Dividends declared, not paid			$	14.8					$	14.1					$	13.4

The accompanying notes are an integral part of the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts of West Pharmaceutical Services, Inc. ("West") after the elimination of intercompany transactions. We have no participation or other rights in variable interest entities.

Use of Estimates: The financial statements are prepared in conformity with U.S. GAAP. These principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingencies in the financial statements. Actual amounts realized may differ from these estimates.

Cash and Cash Equivalents: Cash equivalents include time deposits, certificates of deposit and all highly liquid short-term instruments with maturities of three months or less at the time of purchase.

Accounts Receivable: Our accounts receivable balance was net of an allowance for credit losses of $0.8 million and $0.2 million at December 31, 2023 and 2022, respectively. Under the current expected credit loss model, we utilize a provision matrix approach, utilizing historical loss rates based on the number of days past due, adjusted to reflect current economic conditions and forecasts of future economic conditions.

Inventories: Inventories are valued at the lower of cost (on a first-in, first-out basis) or net realizable value. The Company provides for cost adjustments for excess, obsolete or slow-moving inventory based on changes in customer demand, technology developments or other economic factors. The following is a summary of inventories at December 31:

($ in millions)			2023						2022
Raw materials			$	172.3					$	170.7
Work in process			87.3						79.0
Finished goods			175.1						165.1
			$	434.7					$	414.8

Property, Plant and Equipment: Property, plant and equipment assets are carried at cost. Maintenance and minor repairs and renewals are charged to expense as incurred. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and immediately expensed for preliminary project activities or post-implementation activities. Upon sale or retirement of depreciable assets, costs and related accumulated depreciation are eliminated, and gains or losses are recognized in other expense (income). Depreciation and amortization are computed principally using the straight-line method over the estimated useful lives of the assets, or the remaining term of the lease, if shorter.

Leases: Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Operating lease right-of-use assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. We had no material finance leases as of December 31, 2023. We had no finance leases as of December 31, 2022. Please refer to Note 6, Leases, for additional information.

Impairment of Long-Lived Assets: Long-lived assets, including property, plant and equipment, operating lease right-of-use assets and finance lease right-of-use assets, are tested for impairment whenever circumstances indicate that the carrying value of these assets may not be recoverable. An asset is considered impaired if the carrying value of the asset exceeds the sum of the future expected undiscounted cash flows to be derived from the asset. Once an asset is considered impaired, an impairment loss is recorded within other expense (income) for the difference between the asset’s carrying value and its fair value. For assets held and used in the business, management determines fair value using estimated future cash flows to be derived from the asset, discounted to a net present value using an appropriate discount rate. For assets held for sale or for investment purposes, management determines fair value by estimating the proceeds to be received upon sale of the asset, less disposition costs.

Impairment of Goodwill and Other Intangible Assets: Goodwill is tested for impairment at least annually, following the completion of our annual budget and long-range planning process, or whenever circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which is the same as, or one level below, our operating segments. A goodwill impairment charge represents the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Accounting guidance also allows entities to first assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, to determine whether it is necessary to perform the quantitative goodwill impairment test. If, based upon our assessment, we determined that it was not more likely than not that the fair value of each of our reporting units was less than its carrying amount, then it would not be necessary to perform the quantitative goodwill impairment test. 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.

Valuing identifiable intangible assets requires judgment. For example, for recent identifiable customer relationship intangible asset acquisitions, we applied an excess earnings model, which is a form of the income approach. This approach includes projecting revenues and expenses attributable to the existing customers over the remaining economic life of the customer relationships and then subtracting the required return on net tangible assets and any intangible assets used in the business to estimate any residual excess earnings attributable to the customer relationships. The after-tax excess earnings are then discounted to present value using the respective discount rates. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives of 3 to 25 years, and reviewed for impairment whenever circumstances indicate that the carrying value of these assets may not be recoverable. Factors that could trigger an impairment review include the following: 1) significant under-performance relative to historical or projected future operating results; 2) significant changes in the manner or use of the acquired assets or the strategy of the overall business; 3) significant negative industry or economic trends; and 4) recognition of goodwill impairment charges. If we determine that the carrying value of identifiable intangibles assets may not be recoverable based on the existence of one or more of the above indicators of impairment, we measure recoverability of assets by comparing the respective carrying value of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, we measure an impairment based on the amount in which the net carrying amount of the assets exceeds the fair values of the assets.

Employee Benefits: The measurement of the obligations under our defined benefit pension and postretirement medical plans are subject to a number of assumptions. These include the rate of return on plan assets (for funded plans) and the rate at which the future obligations are discounted to present value. For our funded plans, we consider the current and expected asset allocations of our plan assets, as well as historical and expected rates of return, in estimating the long-term rate of return on plan assets. U.S. GAAP requires the recognition of an asset or liability for the funded status of a defined benefit postretirement plan, as measured by the difference between the fair value of plan assets, if any, and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement plan, such as a retiree health plan, the benefit obligation is the accumulated postretirement benefit obligation. Please refer to Note 15, Benefit Plans, for a more detailed discussion of our pension and other retirement plans.

Financial Instruments: All derivatives are recognized as either assets or liabilities in the balance sheet and recorded at their fair value. For a derivative designated as a hedge of the exposure to variable cash flows of a forecasted transaction (referred to as a cash flow hedge), the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (“OCI”), net of tax, and subsequently reclassified into earnings when the forecasted transaction affects earnings. For a derivative designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability or a firm commitment (referred to as a fair value hedge), the derivative’s gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item. For a derivative designated as a hedge of the foreign currency exposure of a net investment in a foreign operation, the gain or loss is reported in OCI, net of tax, as part of the cumulative translation adjustment. The ineffective portion of any derivative used in a hedging transaction is recognized immediately into earnings. Derivative financial instruments that are not designated as hedges are also recorded at fair value, with the change in fair value recognized immediately into earnings. We do not purchase or hold any derivative financial instrument for investment or trading purposes.

Foreign Currency Translation: Foreign currency transaction gains and losses are recognized in the determination of net income. Foreign currency translation adjustments of subsidiaries and affiliates operating outside of the U.S. are accumulated in other comprehensive loss, a separate component of equity.

Revenue Recognition: Our revenue results from the sale of goods or services and reflects the consideration to which we expect to be entitled in exchange for those goods or services. We record revenue based on a five-step model, in accordance with Accounting Standards Codification (“ASC”) 606. Following the identification of a contract with a customer, we identify the performance obligations (goods or services) in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize the revenue when (or as) we satisfy the performance obligations by transferring the promised goods or services to our customers. A good or service is transferred when (or as) the customer obtains control of that good or service. We have elected to disregard the effects of a significant financing component, as we expect, at the inception of our contracts, that the period between when we transfer a promised good or service to the customer and when the customer pays for that good or service will be one year or less. In addition, we have elected to omit the disclosure of the majority of our remaining performance obligations, which are satisfied within one year or less. Please refer to Note 3, Revenue, for additional information.

Shipping and Handling Costs: Shipping and handling costs are included in cost of goods and services sold. Shipping and handling costs billed to customers in connection with the sale are included in net sales.

Research and Development: Research and development expenditures are for the creation, engineering and application of new or improved products and processes. Expenditures include primarily salaries and outside services for those directly involved in research and development activities and are primarily expensed as incurred.

Litigation: From time to time, we are involved in legal proceedings, investigations and claims generally incidental to our normal business activities. In accordance with U.S. GAAP, we accrue for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are based on an analysis made by internal and external legal counsel considering information known at the time. Legal costs in connection with loss contingencies are expensed as incurred.

Income Taxes: Deferred income taxes are recognized by applying enacted statutory tax rates to tax loss carryforwards and temporary differences between the tax basis and financial statement carrying values of our assets and liabilities. The enacted statutory tax rate applied is based on the rate expected to be applicable at the time of the forecasted utilization of the loss carryforward or reversal of the temporary difference. Valuation allowances on deferred tax assets are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The realizability of deferred tax assets is subject to our estimates of future taxable income, generally at the respective subsidiary company and the country level. Please refer to Note 17, Income Taxes, for additional information. We recognize interest costs related to income taxes in interest expense and penalties within other expense (income). The tax law ordering approach is used for purposes of determining whether an excess tax benefit has been realized during the year.

Stock-Based Compensation: Under the fair value provisions of U.S. GAAP, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. In order to determine the fair value of stock options on the grant date, we use the Black-Scholes valuation model. Please refer to Note 14, Stock-Based Compensation, for a more detailed discussion of our stock-based compensation plans.

Net Income Per Share: Basic net income per share is computed by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Net income per share assuming dilution considers the dilutive effect of outstanding stock options and other stock awards based on the treasury stock method. The treasury stock method assumes the use of exercise proceeds to repurchase common stock at the average fair market value in the period.

Note 2: New Accounting Standards

Recently Adopted Standards

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. This guidance is effective for fiscal years beginning after December 15, 2022. We adopted this guidance as of January 1, 2023, on a prospective basis. The adoption did not have a material impact on our financial statements, as supplier finance programs are not material to the Company as of December 31, 2023.

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.

Note 3: Revenue

Revenue Recognition

We recognize the majority of our revenue, primarily relating to Proprietary Products product sales, at a point in time, following the transfer of control of our products to our customers, which typically occurs upon shipment or delivery, depending on the terms of the related agreements.

We recognize revenue relating to our Contract-Manufactured Products product sales and certain Proprietary Products product sales over time, as our performance does not create an asset with an alternative use to us and we have an enforceable right to payment for performance completed to date.

We recognize revenue relating to our development and tooling agreements over time, as our performance creates or enhances an asset that the customer controls as the asset is created or enhanced.

For revenue recognized over time, revenue is recognized by applying a method of measuring progress toward complete satisfaction of the related performance obligation. When selecting the method for measuring progress, we select the method that best depicts the transfer of control of goods or services promised to our customers.

Revenue for our Contract-Manufactured Products product sales, certain Proprietary Products product sales, and our development and tooling agreements is recorded under an input method, which recognizes revenue on the basis of our efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the satisfaction of that performance obligation. The input method that we use is based on costs incurred.

The majority of the performance obligations within our contracts are satisfied within one year or less. Performance obligations satisfied beyond one year include those relating to a nonrefundable customer payment of $20.0 million received in June 2013 in return for the exclusive use of the SmartDose® technology platform within a specific therapeutic area. As of December 31, 2023, there was $2.2 million of deferred income related to this payment, of which $0.9 million was included in other current liabilities and $1.3 million was included in other long-term liabilities. The deferred income is being recognized as income on a straight-line basis over the remaining term of the agreement. The agreement does not include a future minimum purchase commitment from the customer.

Our revenue can be generated from contracts with multiple performance obligations. When a sales agreement involves multiple performance obligations, each obligation is separately identified and the transaction price is allocated based on the amount of consideration we expect to be entitled in exchange for transferring the promised good or service to the customer.

Some customers receive pricing rebates upon attaining established sales volumes. We record rebate costs when sales occur based on our assessment of the likelihood that the required volumes will be attained. We also maintain an allowance for product returns, as we believe that we are able to reasonably estimate the amount of returns based on our substantial historical experience and specific identification of customer claims.

The following table presents the approximate percentage of our net sales by market group:

			2023						2022						2021
Biologics			37		%				41		%				41		%
Generics			20		%				18		%				17		%
Pharma			24		%				24		%				24		%
Contract-Manufactured Products			19		%				17		%				18		%
			100		%				100		%				100		%

The following table presents the approximate percentage of our net sales by product category:

			2023						2022						2021
High-Value Product Components			50		%				55		%				54		%
High-Value Product Delivery Devices			10		%				5		%				5		%
Standard Packaging			21		%				23		%				23		%
Contract-Manufactured Products			19		%				17		%				18		%
			100		%				100		%				100		%

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.

The following table presents the approximate percentage of our net sales by geographic location:

			2023						2022						2021
Americas			45		%				48		%				45		%
Europe, Middle East, Africa			46		%				43		%				45		%
Asia Pacific			9		%				9		%				10		%
			100		%				100		%				100		%

Contract Assets and Liabilities

Contract assets and liabilities result from transactions with revenue primarily recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, we record a contract asset. Contract assets are recorded on the consolidated balance sheet in accounts receivable, net, and other assets (current and noncurrent portions, respectively). Contract assets included in accounts receivable, net, relate to the unbilled amounts of our product sales for which we have recognized revenue over time. Contract assets included in other assets represent the remaining performance obligations of our development and tooling agreements. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, we record a contract liability. Contract liabilities are recorded on the consolidated balance sheet within other liabilities (current and noncurrent portions, respectively) and represent cash payments received in advance of our performance.

The following table summarizes our contract assets and liabilities, excluding amounts included in accounts receivable, net:

			($ in millions)
Contract assets, December 31, 2022			$	16.3
Contract assets, December 31, 2023			21.5
Change in contract assets - increase (decrease)			$	5.2
Deferred income, December 31, 2022			$	(68.2)
Deferred income, December 31, 2023			(53.9)
Change in deferred income - decrease (increase)			$	14.3

Contract assets are included within other current assets and deferred income is included within other current liabilities and other long-term liabilities. The decrease in deferred income during 2023 was primarily due to the recognition of current year revenue of $47.2 million and the recognition of $37.4 million of revenue that was included in deferred income at the beginning of the year, partially offset by additional cash payments of $72.6 million received in advance of satisfying future performance obligations.

Note 4: Net Income Per Share

The following table reconciles the shares used in the calculation of basic net income per share to those used for diluted net income per share:

(in millions)			2023						2022						2021
Net income			$	593.4					$	585.9					$	661.8
Weighted average common shares outstanding			74.3						74.4						74.4
Dilutive effect of equity awards, based on the treasury stock method			1.0						1.4						1.9
Weighted average shares assuming dilution			75.3						75.8						76.3

During 2023, 2022 and 2021, there were 0.2 million, 0.2 million, and 0.0 million shares, respectively, from stock-based compensation plans not included in the computation of diluted net income per share because their impact was antidilutive.

In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up to $1.0 billion in shares of common stock. The share repurchase program does not have an expiration date under which we may repurchase common stock on the open market or in privately-negotiated transactions. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. 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.

In December 2021, our Board of Directors approved a share repurchase program for calendar-year 2022 authorizing the repurchase of up to 650,000 shares of our common stock from time to time on the open market or in privately-negotiated transactions. 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. During the year ended December 31, 2022, we purchased 563,334 shares of our common stock under the calendar-year 2022 program at a cost of $202.8 million, or an average price of $360.03 per share.

Note 5: Property, Plant and Equipment

A summary of gross property, plant and equipment at December 31 is presented in the following table:

($ in millions)			Expected useful lives (years)						2023						2022
Land									$	33.7					$	29.0
Buildings and improvements			15-35						771.5						663.6
Machinery and equipment			5-12						1,136.5						1,039.7
Molds and dies			4-7						164.5						154.5
Computer hardware and software			3-10						216.6						193.9
Construction in progress									415.2						305.9
									$	2,738.0					$	2,386.6

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $133.7 million, $116.9 million and $116.9 million, respectively.

We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets. Capitalized interest for the years ended December 31, 2023, 2022 and 2021 was $5.8 million, $3.7 million and $2.0 million, respectively.

Note 6: Leases

As of December 31, 2023, we had operating leases primarily related to land, buildings, and machinery and equipment, with lease terms through 2047. Certain of our operating leases provide us with an option, exercisable at our sole discretion, to terminate the lease or extend the lease term for one year or more. At this time, the Company is not able to assert whether any of these options will be exercised. We had no material finance leases as of December 31, 2023. We had no finance leases as of December 31, 2022.

Judgments used in applying ASC 842 include determining: i) whether a contract is, or contains, a lease; ii) the discount rate to be used to discount the unpaid lease payments to present value; iii) the lease term; and iv) the lease payments. We determine if a contract is, or contains, a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: 1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment); and 2) the customer has the right to control the use of the identified asset.

ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As all of our operating leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of our operating leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the operating lease right-of-use assets and lease liabilities are comprised of fixed payments (including in-substance fixed payments), variable payments that depend on an index or rate, and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise.

The components of lease expense were as follows:

($ in millions)			2023						2022						2021
Operating lease cost			$	20.3					$	15.5					$	12.7
Short-term lease cost			6.1						1.3						1.3
Variable lease cost			5.5						6.8						4.8
Total lease cost			$	31.9					$	23.6					$	18.8

Supplemental information related to leases was as follows:

($ in millions)			2023						2022						2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	19.1					$	13.3					$	12.1
Right-of-use assets obtained in exchange for new operating lease liabilities			$	10.7					$	47.6					$	13.3

As of December 31, 2023 and December 31, 2022, the weighted average remaining lease term for operating leases was 9.8 years and 9.3 years and the weighted average discount rate was 3.55% and 3.25%, respectively.

Maturities of lease liabilities as of December 31, 2023 were as follows:

($ in millions)			Operating
Year			Leases
2024			$	20.9
2025			18.7
2026			15.7
2027			11.2
2028			9.5
Thereafter			42.1
			118.1
Less: imputed lease interest			(15.9)
Total lease liabilities			$	102.2

Practical Expedients and Exemptions

We have elected to adopt practical expedients around the combination of lease and non-lease components and the portfolio approach relating to discount rates. These practical expedients were applied consistently to all leases.

We have elected not to recognize operating lease right-of-use assets and operating lease liabilities for all short-term leases (leases with an initial lease term of 12 months or less). We recognize the lease payments associated with our short-term leases as an expense over the lease term.

Note 7: Affiliated Companies

At December 31, 2023, the following affiliated companies were accounted for under the equity method:

			Location			Ownership interest
The West Company Mexico, S.A. de C.V.			Mexico			49%
Aluplast S.A. de C.V.			Mexico			49%
Pharma Tap S.A. de C.V.			Mexico			49%
Pharma Rubber S.A. de C.V.			Mexico			49%
Daikyo			Japan			49%

Unremitted income of affiliated companies included in consolidated retained earnings amounted to $148.0 million, $133.6 million and $115.6 million at December 31, 2023, 2022 and 2021, respectively. Dividends received from affiliated companies were $3.4 million in 2023, $2.6 million in 2022 and $2.7 million in 2021.

Our equity in net unrealized gains of Daikyo’s investment securities and derivative instruments, as well as pension adjustments, included in accumulated other comprehensive loss was $2.2 million, $1.6 million and $1.5 million at December 31, 2023, 2022 and 2021, respectively.

Our purchases from, and royalty payments made to, affiliates totaled $142.5 million, $167.6 million and $155.0 million, respectively, in 2023, 2022 and 2021, of which $25.9 million and $31.2 million was due and payable as of December 31, 2023 and 2022, respectively. The majority of these transactions related to a distributorship agreement with Daikyo that allows us to purchase and re-sell Daikyo products. Sales to affiliates were $11.2 million, $14.2 million and $12.0 million, respectively, in 2023, 2022 and 2021, of which $1.6 million and $2.2 million was receivable as of December 31, 2023 and 2022, respectively.

At December 31, 2023 and 2022, the aggregate carrying amount of our investment in affiliated companies that are accounted for under the equity method was $203.2 million and $197.0 million, respectively, and the aggregate carrying amount of our investment in affiliated companies that are not accounted for under the equity method was $6.8 million and $7.9 million, respectively. We have elected to record these investments, for which fair value was not readily determinable, at cost, less impairment, adjusted for subsequent observable price changes. We test these investments for impairment whenever circumstances indicate that the carrying value of the investments may not be recoverable.

Note 8: Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by reportable segment were as follows:

($ in millions)			Proprietary Products						Contract-Manufactured Products						Total
Balance, December 31, 2021			$	80.1					$	29.8					$	109.9
Foreign currency translation			(2.2)						(0.4)						(2.6)
Balance, December 31, 2022			77.9						29.4						107.3
Foreign currency translation			1.0						0.2						1.2
Balance, December 31, 2023			$	78.9					$	29.6					$	108.5

As of December 31, 2023, we had $0.1 million of accumulated goodwill impairment losses.

Intangible assets and accumulated amortization as of December 31 were as follows:

			2023																		2022
($ in millions)			Cost						Accumulated amortization						Net						Cost						Accumulated amortization						Net
Patents and licensing			$	24.8					$	(21.8)					$	3.0					$	24.5					$	(20.6)					$	3.9
Technology			3.3						(2.5)						0.8						3.3						(2.2)						1.1
Trademarks			1.2						(1.2)						—						1.9						(1.8)						0.1
Customer relationships			39.5						(29.0)						10.5						39.6						(27.2)						12.4
Customer contracts			8.0						(7.2)						0.8						10.9						(10.0)						0.9
			$	76.8					$	(61.7)					$	15.1					$	80.2					$	(61.8)					$	18.4

The cost basis of intangible assets includes a foreign currency translation loss of $0.1 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $3.6 million, $3.7 million and $5.4 million, respectively. Estimated annual amortization expense for the next five years is as follows: 2024 - $3.9 million, 2025 - $3.1 million, 2026 - $2.7 million, 2027 - $2.5 million and 2028 - $2.0 million.

Note 9: Other Current Liabilities

Other current liabilities as of December 31 included the following:

($ in millions)			2023						2022
Deferred income			$	41.7					$	57.3
Dividends payable			14.8						14.1
Accrued commissions, rebates and royalties			22.4						32.1
Accrued retirement plans (excluding pension)			10.9						10.6
Accrued taxes other than income			9.2						13.7
Accrued professional services			5.1						5.4
Accrued interest			2.6						2.5
Restructuring and severance related charges			3.8						11.3
Short term derivative instruments			2.1						1.3
International value added tax payable			5.2						4.7
Other			37.4						30.8
Total other current liabilities			$	155.2					$	183.8

Note 10: Debt

The following table summarizes our long-term debt obligations, net of unamortized debt issuance costs and current maturities, at December 31.

($ in millions)			2023						2022
Term Loan, due December 31, 2024 (6.32%)			$	81.0					$	83.2
Series B notes, due July 5, 2024 (3.82%)			53.0						53.0
Series C notes, due July 5, 2027 (4.02%)			73.0						73.0
			207.0						209.2
Less: unamortized debt issuance costs for Term Loan and Series notes			0.2						0.3
Total debt			206.8						208.9
Less: current portion of long-term debt			134.0						2.2
Long-term debt, net			$	72.8					$	206.7

Credit Facility

In March 2022, we amended and extended the existing credit facility (entered into in March 2019), which was scheduled to expire in March 2024, from $300.0 million to a $500.0 million senior unsecured revolving credit facility by entering into a Second Amendment and Joinder and Assumption Agreement (the "Amended Credit Agreement"). The Amended Credit Agreement, which expires March 2027, contains a senior unsecured, multi-currency revolving credit facility of $500.0 million, with sublimits of up to $50.0 million for swing line loans for Domestic Borrowers in U.S. dollars and a $40.0 million swing line loan for West Pharmaceuticals Services Holding GmbH and up to $50.0 million for the issuance of standby letters of credit. The credit facility may be increased from time-to-time by the greater of (a) $929.0 million or (b) EBITDA for the preceding twelve month period in the aggregate through an increase in the revolving credit facility, subject to the satisfaction of certain conditions. Borrowings under the credit facility bear interest, at the Company’s option, at either: (a) the Term Secured Overnight Financing Rate (“SOFR”) plus 0.10% plus an applicable margin; or (b) a base rate defined as the highest of: (i) the Bank of America “prime rate”; (ii) the Federal Funds effective rate plus 0.50%; and (iii) Term SOFR plus 1.00%. The applicable margin is based on the ratio of the Company’s Net Consolidated Debt to its modified EBITDA, ranging from 0 to 37.5 basis points for base rate loans and 87.5 to 137.5 basis points for Term SOFR loans. The Amended Credit Agreement contains financial covenants providing that the Company shall not permit the ratio of the Company’s Net Consolidated Debt to its Modified EBITDA to be greater than 3.5 to 1; provided that, no more than three times during the term of the Amended Credit Agreement, upon the occurrence of a Qualified Acquisition for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition, the ratio set forth above shall be increased to 4.0 to 1. The Amended Credit Agreement also contains customary limitations on liens securing indebtedness of the Company and its subsidiaries, fundamental changes (mergers, consolidations, liquidations and dissolutions), asset sales, distributions and acquisitions. As of December 31, 2023 and 2022, total unamortized debt issuance costs of $1.0 million and $1.3 million, respectively, were recorded in other current assets and other noncurrent assets and are being amortized as additional interest expense over the term of the Credit Facility.

At December 31, 2023, we had no outstanding borrowings under the Credit Facility. At December 31, 2023, the borrowing capacity available under the Credit Facility, including outstanding letters of credit of $2.4 million, was $497.6 million.

Term Loan

In December 2019, we entered into a First Amendment and Incremental Facility Amendment (the “First Amendment”) to the Credit Agreement. Pursuant to the First Amendment and the Credit Agreement, we established the Term Loan in the amount of $90.0 million, which is due on December 31, 2024. Borrowings under the Term Loan bear interest at the three-month Term SOFR plus 87.5 basis points. As of December 31, 2023 and 2022, there were unamortized debt issuance costs remaining of $0.1 million and $0.1 million, respectively, which are being amortized as additional interest expense over the term of the Term Loan.

At December 31, 2023, we had $81.0 million in borrowings under the Term Loan, of which $81.0 million was classified as current. Please refer to Note 11, Derivative Financial Instruments, for a discussion of the foreign currency hedge associated with the Term Loan.

Private Placement

In 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount of the private placement issuance was divided into three tranches - $42.0 million 3.67% Series A Notes due July 5, 2022, $53.0 million 3.82% Series B Notes due July 5, 2024, and $73.0 million 4.02% Series C Notes due July 5, 2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The weighted average of the coupon interest rates on the Notes outstanding as of December 31, 2023 is 3.94%. As of December 31, 2023 and 2022, there were unamortized debt issuance costs remaining of $0.1 million and $0.2 million, respectively, which are being amortized as additional interest expense over the term of the Notes.

Covenants

Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At December 31, 2023, we were in compliance with all of our debt covenants.

Interest costs incurred during 2023, 2022 and 2021 were $14.8 million, $11.6 million and $10.2 million, respectively. The aggregate annual maturities of long-term debt, excluding unamortized debt issuance costs, are as follows: $134.0 million in 2024, 2025 - $0.0 million, 2026 - $0.0 million, 2027 - $73.0 million, 2028 - $0.0 million, and thereafter - $0.0 million.

Note 11: Derivative Financial Instruments

Our ongoing business operations expose us to various risks, such as fluctuating interest rates, foreign currency exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative financial instruments, such as interest rate swaps, options and foreign exchange contracts for periods consistent with, and for notional amounts equal to or less than, the related underlying exposures. We do not purchase or hold any derivative financial instruments for investment or trading purposes. All derivatives are recorded in our consolidated balance sheet at fair value.

Foreign Currency Exchange Rate Risk

We have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany loans. As of both December 31, 2023 and December 31, 2022, the total amount of these forward exchange contracts was Singapore Dollar ("SGD") 601.5 million and $13.4 million. 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.

In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions denominated in foreign currencies. As of December 31, 2023, we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:

(in millions)									Sell
Currency			Purchase						USD			EUR
EUR			19.8						21.6			—
Yen			6,065.2						30.7			13.2
SGD			41.6						13.9			15.8

In November and December 2019, in conjunction with the repayment of the outstanding long-term borrowings under our Credit Facility denominated in Euro and Japanese Yen, we de-designated these borrowings as hedges of our net investments in certain European subsidiaries and Daikyo. The amounts recorded as cumulative translation adjustments within accumulated other comprehensive loss related to these borrowings (prior to de-designation) will remain in accumulated other comprehensive loss indefinitely, unless certain future events occur, such as the disposition of the operations for which the net investment hedges relate.

In December 2019, we entered into a five-year floating-to-floating forward-starting cross-currency swap (the “cross-currency swap”) for $90 million, which we designated as a hedge of our net investment in Daikyo. The notional amount of the cross-currency swap is ¥8.9 billion ($81.0 million) as of December 31, 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 ("TONAR") plus a margin. In addition, we receive periodic fixed payments of USD in return for paying fixed principal payments of Yen.

Commodity Price Risk

Many of our proprietary products are made from synthetic elastomers, which are derived from the petroleum refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain clauses that provide for surcharges related to fluctuations in crude oil prices. The following economic hedges did not qualify for hedge accounting treatment since they did not meet the highly effective requirement at inception.

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

As of December 31, 2023, we had outstanding contracts to purchase 206,316 barrels of crude oil from December 2023 to June 2025, at a weighted-average strike price of $88.78 per barrel.

Effects of Derivative Instruments on Financial Position and Results of Operations

Please refer to Note 12, Fair Value Measurements, for the balance sheet location and fair values of our derivative instruments as of December 31, 2023 and 2022.

The following table summarizes the effects of derivative instruments designated as fair value hedges in our consolidated statements of income for the years ended December 31:

			Amount of Gain (Loss) Recognized in Income																		Location on Statement of Income
($ in millions)			2023						2022						2021
Fair Value Hedges:
Hedged item (intercompany loan)			$	(0.3)					$	(28.3)					$	(22.1)					Other expense (income)
Derivative designated as hedging instrument			0.3						28.3						22.1						Other expense (income)
Amount excluded from effectiveness testing			(1.4)						5.2						3.0						Other expense (income)
Total			$	(1.4)					$	5.2					$	3.0

We recognize in earnings the initial value of forward point components on a straight-line basis over the life of the fair value hedge. The expense recognized in earnings, pre-tax, for forward point components for the year ended December 31, 2023 was $0.2 million. The income recognized in earnings, pre-tax, for forward point components for the years ended December 31, 2022 and 2021 was $4.0 million and $2.6 million, respectively. We expect to recognize a loss of $2.5 million in earnings, pre-tax, for forward point components in 2024.

The following tables summarize the effects of derivative instruments designated as fair value, cash flow, and net investment hedges on OCI and earnings, net of tax, for the years ended December 31:

			Amount of Gain (Loss) Recognized in OCI
($ in millions)			2023						2022						2021
Fair Value Hedges:
Foreign currency hedge contracts			$	(2.0)					$	1.3					$	0.6
Total			$	(2.0)					$	1.3					$	0.6
Cash Flow Hedges:
Foreign currency hedge contracts (hedges of net sales)			$	(0.8)					$	0.3					$	(0.2)
Foreign currency hedge contracts (hedges of cost of goods and services sold)			(4.0)						(1.1)						(1.8)
Forward treasury locks			—						—						—
Total			$	(4.8)					$	(0.8)					$	(2.0)
Net Investment Hedges:
Cross-currency swap			$	8.6					$	9.1					$	7.7
Total			$	8.6					$	9.1					$	7.7

			Amount of (Gain) Loss Reclassified from Accumulated OCI into Income																		Location of (Gain) Loss Reclassified from Accumulated OCI into Income
($ in millions)			2023						2022						2021
Fair Value Hedges:
Foreign currency hedge contracts			$	2.9					$	(1.6)					$	(0.8)					Other expense (income)
Total			$	2.9					$	(1.6)					$	(0.8)
Cash Flow Hedges:
Foreign currency hedge contracts			$	1.3					$	(1.2)					$	0.9					Net sales
Foreign currency hedge contracts			2.2						3.5						1.7						Cost of goods and services sold
Forward treasury locks			0.2						0.2						0.3						Interest expense
Total			$	3.7					$	2.5					$	2.9
Net Investment Hedges:
Cross-currency swap			—						—						—						Other expense (income)
Total			$	—					$	—					$	—

Refer to the above table which summarizes the effects of derivative instruments designated as fair value hedges within the other expense (income) line in our consolidated statements of income for the years ended December 31. The following table summarizes the effects of derivative instruments designated as cash flow and net investment hedges by line item in our consolidated statements of income for the years ended December 31:

($ in millions)			2023						2022						2021
Net sales			$	1.3					$	(1.2)					$	0.9
Cost of goods and services sold			2.2						3.5						1.7
Interest expense			0.2						0.2						0.3

The following table summarizes the effects of derivative instruments not designated as hedges in our consolidated statements of income for the years ended December 31:

			Amount of Gain (Loss) Recognized in Income																		Location on Statement of Income
($ in millions)			2023						2022						2021
Commodity call options			$	(1.3)					$	1.5					$	1.7					Other expense (income)
Currency forwards			0.1						0.0						0.0						Other expense (income)
Total			$	(1.2)					$	1.5					$	1.7

During 2023, 2022 and 2021 there was no material ineffectiveness related to our hedges.

Note 12: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present the assets and liabilities recorded at fair value on a recurring basis:

			Balance at						Basis of Fair Value Measurements
($ in millions)			December 31, 2023						Level 1						Level 2						Level 3
Assets:
Deferred compensation assets			$	10.2					$	10.2					$	—					$	—
Foreign currency contracts			5.0						—						5.0						—
Cross-currency swap			18.4						—						18.4						—
Commodity call options			0.6						—						0.6						—
			$	34.2					$	10.2					$	24.0					$	—
Liabilities:
Contingent consideration			$	3.6					$	—					$	—					$	3.6
Deferred compensation liabilities			10.4						10.4						—						—
Foreign currency contracts			2.2						—						2.2						—
			$	16.2					$	10.4					$	2.2					$	3.6

			Balance at						Basis of Fair Value Measurements
($ in millions)			December 31, 2022						Level 1						Level 2						Level 3
Assets:
Deferred compensation assets			$	12.5					$	12.5					$	—					$	—
Foreign currency contracts			4.5						—						4.5						—
Cross-currency swap			13.9						—						13.9						—
Commodity call options			1.2						—						1.2						—
			$	32.1					$	12.5					$	19.6					$	—
Liabilities:
Contingent consideration			$	4.7					$	—					$	—					$	4.7
Deferred compensation liabilities			12.7						12.7						—						—
Foreign currency contracts			1.4						—						1.4						—
			$	18.8					$	12.7					$	1.4					$	4.7

Deferred compensation assets are included within other noncurrent assets and are valued using a market approach based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within other current and other noncurrent assets, as well as other current and other long-term liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of our commodity call options, included within other current and other noncurrent assets, is valued using a market approach. The fair value of the contingent consideration liability, within current and long-term liabilities, related to the SmartDose® technology platform (the “SmartDose® contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities. The fair value of the cross-currency swap, included within other current assets as of December 31, 2023 and other non-current assets as of December 31, 2022, is valued using a market approach. Please refer to Note 11, Derivative Financial Instruments, for further discussion of our derivatives.

Other Financial Instruments

We believe that the carrying amounts of our cash and cash equivalents and accounts receivable approximate their fair values due to their near-term maturities.

The estimated fair value of long-term debt is based on quoted market prices for debt issuances with similar terms and maturities and is classified as Level 2 within the fair value hierarchy. At December 31, 2023, the estimated fair value of long-term debt was $70.8 million compared to a carrying amount of $72.8 million. At December 31, 2022, the estimated fair value of long-term debt was $201.8 million and the carrying amount was $206.7 million.

Note 13: Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, net of tax:

($ in millions)			Derivatives						Equity affiliate investment AOCI						Defined benefit pension and other postretirement plans						Foreign currency translation						Total
Balance, December 31, 2020			$	(1.9)					$	0.6					$	(40.5)					$	(68.8)					$	(110.6)
Other comprehensive income (loss) before reclassifications			(1.4)						0.9						7.4						(59.3)						(52.4)
Amounts reclassified out			2.1						—						1.3						—						3.4
Other comprehensive income (loss), net of tax			0.7						0.9						8.7						(59.3)						(49.0)
Balance, December 31, 2021			(1.2)						1.5						(31.8)						(128.1)						(159.6)
Other comprehensive (loss) income before reclassifications			0.5						0.1						(9.3)						(47.3)						(56.0)
Amounts reclassified out			0.9						—						31.7						—						32.6
Other comprehensive (loss) income, net of tax			1.4						0.1						22.4						(47.3)						(23.4)
Balance, December 31, 2022			0.2						1.6						(9.4)						(175.4)						(183.0)
Other comprehensive income (loss) before reclassifications			(6.8)						0.7						0.8						39.4						34.1
Amounts reclassified out			6.6						—						(1.5)						—						5.1
Other comprehensive income (loss), net of tax			(0.2)						0.7						(0.7)						39.4						39.2
Balance, December 31, 2023			$	—					$	2.3					$	(10.1)					$	(136.0)					$	(143.8)

A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table ($ in millions):

Detail of components						2023						2022						2021						Location on Statement of Income
Gains (losses) on derivatives:
Foreign currency contracts						$	(1.5)					$	1.4					$	(1.1)					Net sales
Foreign currency contracts						(3.1)						(4.1)						(2.4)						Cost of goods and services sold
Foreign currency contracts						(4.2)						2.4						1.2						Other expense (income)
Forward treasury locks						(0.3)						(0.3)						(0.4)						Interest expense
Total before tax						(9.1)						(0.6)						(2.7)
Tax benefit (expense)						2.5						(0.3)						0.6
Net of tax						$	(6.6)					$	(0.9)					$	(2.1)
Amortization of defined benefit pension and other postretirement plans:
Prior service credit						$	—					$	—					$	0.3					(a)
Actuarial gains (losses)						1.7						0.6						(0.2)						(a)
Settlements						(0.1)						(52.2)						(1.8)						(a)
Other						0.4						(0.4)						—						(a)
Total before tax						2.0						(52.0)						(1.7)
Tax (expense) benefit						(0.5)						20.3						0.4
Net of tax						$	1.5					$	(31.7)					$	(1.3)
Total reclassifications for the period, net of tax						$	(5.1)					$	(32.6)					$	(3.4)

(a) These components are included in the computation of net periodic benefit cost. Please refer to Note 15, Benefit Plans, for additional details.

Note 14: Stock-Based Compensation

The West Pharmaceutical Services, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”) provides for the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. A committee of the Board of Directors determines the terms and conditions of awards to be granted. Vesting requirements vary by award. At December 31, 2023, there were 1,434,547 shares remaining in the 2016 Plan for future grants.

Stock options and stock appreciation rights reduce the number of shares available by one share for each award granted. All other awards under the 2016 Plan will reduce the total number of shares available for grant by an amount equal to 2.5 times the number of shares awarded. If awards made under previous plans would entitle a plan participant to an amount of West stock in excess of the target amount, the additional shares (up to a maximum threshold amount) will be distributed under the 2016 Plan.

The following table summarizes our stock-based compensation expense recorded within selling, general and administrative expenses for the years ended December 31:

($ in millions)			2023						2022						2021
Stock option and appreciation rights			$	11.3					$	5.6					$	12.5
Performance share units, stock-settled			5.5						15.6						17.6
Performance share units, cash-settled			0.3						(0.1)						1.0
Performance share units, dividend equivalents			0.1						0.1						0.2
Employee stock purchase plan			1.3						1.3						1.4
Deferred compensation plans and restricted share awards			4.8						1.2						4.8
Total stock-based compensation expense			$	23.3					$	23.7					$	37.5

The Company estimates expected forfeitures. The amount of unrecognized compensation expense for all non-vested awards as of December 31, 2023 was $28.2 million, which is expected to be recognized over a weighted average period of 1.6 years.

Stock Options

Stock options granted to employees vest in equal increments. All awards expire 10 years from the date of grant. Upon the exercise of stock options, shares are issued in exchange for the exercise price of the options.

The following table summarizes changes in outstanding options:

(in millions, except per share data)			2023
Options outstanding, January 1			1.9
Granted			0.1
Exercised			(0.6)
Forfeited			0.0
Options outstanding, December 31			1.4
Options vested and expected to vest, December 31			1.4
Options vested and exercisable, December 31			1.1

Weighted Average Exercise Price			2023
Options outstanding, January 1			$	118.72
Granted			306.97
Exercised			80.18
Forfeited			289.70
Options outstanding, December 31			$	145.40
Options vested and expected to vest, December 31			$	143.46
Options vested and exercisable, December 31			$	105.08

As of December 31, 2023, the weighted average remaining contractual life of options outstanding and of options exercisable was 4.7 years and 3.8 years, respectively.

As of December 31, 2023, the aggregate intrinsic value of total options outstanding was $296.0 million, of which $276.9 million represented vested options.

The fair value of the options was estimated on the date of grant using a Black-Scholes option valuation model that used the following weighted average assumptions in 2023, 2022 and 2021: a risk-free interest rate of 4.1%, 1.8%, and 0.8%, respectively; stock volatility of 29.8%, 25.1%, and 23.9%, respectively; and dividend yields of 0.3%, 0.2%, and 0.3%, respectively. Stock volatility is estimated based on historical data and the impact from expected future trends. Expected lives, which are based on prior experience, averaged 5.7 years for 2023 and 5.6 years for 2022 and 2021. The weighted average grant date fair value of options granted in 2023, 2022 and 2021 was $108.95, $96.43 and $64.51, respectively. Stock option expense is recognized over the vesting period, net of forfeitures.

For the years ended December 31, 2023, 2022 and 2021, the intrinsic value of options exercised was $151.0 million, $60.1 million and $147.3 million, respectively. The grant date fair value of options vested during those same periods was $8.6 million, $8.8 million and $8.3 million, respectively.

Stock Appreciation Rights

Stock appreciation rights (“SARs”) granted to eligible international employees vest in equal annual increments over 4 years of continuous service. All awards expire 10 years from the date of grant. The fair value of each cash-settled SAR is adjusted at the end of each reporting period, with the resulting change reflected in expense. As of December 31, 2023, SARs outstanding were 15,407, all of which were cash-settled. Upon exercise of a cash-settled SAR, the employee receives cash for the difference between the grant date price and the fair market value of the Company’s stock on the date of exercise. As a result of the cash settlement feature, cash-settled SARs are recorded within other long-term liabilities.

The following table summarizes changes in outstanding SARs:

			2023
SARs outstanding, January 1			20,402
Granted			228
Exercised			(4,646)
Forfeited			(577)
SARs outstanding, December 31			15,407
SARs vested and expected to vest, December 31			15,407
SARs vested and exercisable, December 31			14,355

Weighted Average Exercise Price			2023
SARs outstanding, January 1			$	97.28
Granted			306.68
Exercised			67.89
Forfeited			287.26
SARs outstanding, December 31			$	102.12
SARs vested and expected to vest, December 31			$	102.12
SARs vested and exercisable, December 31			$	89.44

Performance Awards

In addition to stock options and SAR awards, we grant performance share unit (“PSU”) awards to eligible employees. These awards are earned based on the Company’s performance against pre-established targets, including annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares of common stock, whereas recipients of cash-settled PSU awards are entitled to receive a payment in cash per unit based on the fair market value of a share of our common stock at the end of the performance period.

The following table summarizes changes in our outstanding stock-settled PSU awards:

			2023
Non-vested stock-settled PSU awards, January 1			112,553
Granted at target level			37,736
Adjustments above/(below) target			47,154
Vested and converted			(93,902)
Forfeited			(5,100)
Non-vested stock-settled PSU awards, December 31			98,441
Weighted Average Fair Value			2023
Non-vested stock-settled PSU awards, January 1			$	278.38
Granted at target level			306.97
Adjustments above/(below) target			181.31
Vested and converted			306.68
Forfeited			317.85
Non-vested stock-settled PSU awards, December 31			$	334.03

Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of stock-settled PSU awards is based on the market price of our stock at the grant date and is recognized as expense over the performance period, adjusted for estimated target outcomes and net of forfeitures. The weighted average grant date fair value of stock-settled PSU awards granted during the years 2023, 2022 and 2021 was $306.97, $362.40 and $333.58, respectively. Including forfeiture and target achievement expectations, we expect that the stock-settled PSU awards will convert to 36,080 shares to be issued over an average remaining term of one year.

The fair value of cash-settled PSU awards is also based on the market price of our stock at the grant date. These awards are revalued at the end of each quarter based on changes in our stock price. As a result of the cash settlement feature, cash-settled PSU awards are recorded within other long-term liabilities.

The following table summarizes changes in our outstanding cash-settled PSU awards:

			2023
Non-vested cash-settled PSU awards, January 1			890
Granted at target level			82
Adjustments above/(below) target			591
Vested and converted			(1,181)
Forfeited			(178)
Non-vested cash-settled PSU awards, December 31			204

Weighted Average Fair Value			2023
Non-vested cash-settled PSU awards, January 1			$	242.29
Granted at target level			306.68
Adjustments above/(below) target			191.43
Vested and converted			306.68
Forfeited			310.52
Non-vested cash-settled PSU awards, December 31			$	355.74

Employee Stock Purchase Plan

We also offer an Employee Stock Purchase Plan (“ESPP”), which provides for the sale of our common stock to eligible employees at 85% of the current market price on the last trading day of each quarterly offering period. Payroll deductions are limited to 25% of the employee’s base salary, not to exceed $25,000 in any one calendar year. In addition, employees may not buy more than 2,000 shares during any offering period (8,000 shares per year). Purchases under the ESPP were 23,955 shares, 27,894 shares and 27,016 shares for the years 2023, 2022 and 2021, respectively. At December 31, 2023, there were 3,714,353 shares available for issuance under the ESPP.

Deferred Compensation Plans and Restricted Share Awards

Our deferred compensation plans include a Non-Qualified Deferred Compensation Plan for Non-Employee Directors, under which non-employee directors may defer all or part of their annual cash or stock retainers. The deferred fees may be credited to a stock-equivalent account. Amounts credited to this account are converted into deferred stock units based on the fair market value of one share of our common stock on the last day of the quarter. For deferred stock units ultimately paid in cash, a liability is calculated at an amount determined by multiplying the number of units by the fair market value of our common stock at the end of each reporting period. In addition, annual stock awards are granted on the date of our annual meeting and are distributed in shares of common stock at the next annual meeting, unless deferred. In 2023, we granted 6,160 deferred stock awards, with a weighted grant date fair value of $357.00. In 2022, we granted 4,827 deferred stock awards, with a grant date fair value of $300.78.

As of December 31, 2023, the two deferred compensation plans held a total of 352,541 deferred stock units, including 8,931 units to be paid in cash.

In addition, during 2023, we granted 8,343 restricted share awards at a weighted grant-date fair value of $314.06 per share to employees under the 2016 Plan. During 2022, we granted 9,648 restricted share awards at a weighted grant-date fair value of $310.52 per share to employees under the 2016 Plan. During 2021, we granted 6,002 restricted share awards at a weighted grant-date fair value of $312.41 per share to employees under the 2016 Plan. The fair value of these awards is based on the market price of our stock at the grant date and is recognized as expense over the vesting period.

Note 15: Benefit Plans

Certain of our U.S. and international subsidiaries sponsor defined benefit pension plans. In addition, we pay a portion of healthcare costs for retired U.S. salaried employees and their dependents. We also sponsor a defined contribution plan for certain salaried and hourly U.S. employees. Our 401(k) plan contributions were $22.7 million for 2023, $22.8 million for 2022 and $19.5 million for 2021.

Pension and Other Retirement Benefits

The components of net periodic benefit cost and other amounts recognized in OCI were as follows:

			Pension benefits																		Other retirement benefits
($ in millions)			2023						2022						2021						2023						2022						2021
Net periodic benefit cost:
Service cost			$	1.1					$	1.5					$	1.6					$	—					$	—					$	—
Interest cost			2.4						4.2						6.2						0.2						0.2						0.2
Expected return on plan assets			(1.2)						(6.1)						(11.9)						—						—						—
Amortization of prior service credit			—						—						0.1						—						—						(0.4)
Amortization of actuarial loss (gain)			0.6						1.3						1.8						(2.0)						(1.9)						(1.6)
Settlement loss			0.1						52.2						1.8						—						—						—
Other			0.3						1.0						—						0.4						0.4						—
Net periodic benefit cost			$	3.3					$	54.1					$	(0.4)					$	(1.4)					$	(1.3)					$	(1.8)
Other changes in plan assets and benefit obligations recognized in OCI, pre-tax:
Net (gain) loss arising during period			$	(1.4)					$	16.0					$	(6.3)					$	(0.5)					$	(2.0)					$	(0.9)
Prior service credit arising during period			—						—						(2.0)						—						—						—
Amortization of prior service credit			—						—						(0.1)						—						—						0.4
Amortization of actuarial (loss) gain			(0.3)						(1.3)						(1.8)						2.0						1.9						1.6
Settlement loss			(0.1)						(52.2)						(1.8)						—						—						—
Foreign currency translation			0.7						(2.3)						(0.9)						—						—						—
Other			0.4						—						—						—						(0.4)						—
Total recognized in OCI			$	(0.7)					$	(39.8)					$	(12.9)					$	1.5					$	(0.5)					$	1.1
Total recognized in net periodic benefit cost and OCI			$	2.6					$	14.3					$	(13.3)					$	0.1					$	(1.8)					$	(0.7)

Net periodic benefit cost by geographic location is as follows:

			Pension benefits																		Other retirement benefits
($ in millions)			2023						2022						2021						2023						2022						2021
U.S. plans			$	0.8					$	51.7					$	(2.3)					$	(1.4)					$	(1.3)					$	(1.8)
International plans			2.5						2.4						1.9						—						—						—
Net periodic benefit cost			$	3.3					$	54.1					$	(0.4)					$	(1.4)					$	(1.3)					$	(1.8)

The service cost component included within net periodic benefit cost is considered employee compensation and is therefore presented within the selling, general, and administrative and costs of goods and services sold financial statement line items of our consolidated statements of income. The remaining components of net periodic benefit cost are reported separately and are therefore presented within the other nonoperating (income) expense financial statement line item of our consolidated statements of income.

During 2021, the Company approved the termination of our U.S. qualified defined benefit pension plan (the "U.S. pension plan"). During 2021, a Notice of Intent to Terminate was sent to all interested parties and in 2022 a favorable determination letter was received from the Internal Revenue Service. During 2022, lump sum payments were offered to all current employees and former employees with vested benefits under the U.S. pension plan. A cash contribution of $7.1 million was made by the Company to ensure the U.S. pension plan was fully funded in preparation for the group annuity contract purchase which was executed in August of 2022 to settle the outstanding benefit obligations, as well as to cover any ancillary benefits and expenses remaining. During 2022, we recorded a $52.2 million pension settlement charge within other nonoperating (income) expense, which primarily related to the full settlement and relief of the historical balance sheet position, inclusive of accumulated other comprehensive income, of the U.S. pension plan. During 2021,we recorded a $1.8 million pension settlement charge within other nonoperating (income) expense, as we determined that normal-course lump-sum payments for the U.S. pension plan exceeded the threshold for settlement accounting under U.S. GAAP for the year.

During 2023, we did not contribute to our U.S. pension plan due to the termination of the plan in 2022. During 2022, we contributed $7.1 million to our U.S. pension plan. During 2021, we did not contribute to our U.S. pension plan.

The following table presents the changes in the benefit obligation and the fair value of plan assets, as well as the funded status of the plans:

			Pension benefits												Other retirement benefits
($ in millions)			2023						2022						2023						2022
Change in benefit obligation:
Benefit obligation, January 1			$	(55.5)					$	(269.8)					$	(3.9)					$	(5.6)
Service cost			(1.1)						(1.5)						—						—
Interest cost			(2.4)						(4.2)						(0.2)						(0.2)
Participants’ contributions			(0.2)						(0.4)						(0.4)						(0.4)
Actuarial gain (loss)			0.7						33.0						0.5						2.0
Benefits paid			2.5						6.9						0.3						0.3
Settlement loss			0.5						174.4						—						—
Foreign currency translation			(2.0)						6.1						—						—
Benefit obligation, December 31			$	(57.5)					$	(55.5)					$	(3.7)					$	(3.9)
Change in plan assets:
Fair value of assets, January 1			$	29.4					$	249.2					$	—					$	—
Actual return on plan assets			2.4						(42.4)						—						—
Employer contribution			1.1						8.4						(0.1)						(0.1)
Participants’ contributions			0.2						0.4						0.4						0.4
Benefits paid			(1.8)						(7.2)						(0.3)						(0.3)
Settlement loss			(0.5)						(174.4)						—						—
Foreign currency translation			1.5						(4.6)						—						—
Fair value of assets, December 31			$	32.3					$	29.4					$	—					$	—
Funded status at end of year			$	(25.2)					$	(26.1)					$	(3.7)					$	(3.9)

International pension plan assets, at fair value, included in the preceding table were $32.3 million and $29.4 million at December 31, 2023 and 2022, respectively.

Amounts recognized in the balance sheet were as follows:

			Pension benefits												Other retirement benefits
($ in millions)			2023						2022						2023						2022
Noncurrent assets			$	2.7					$	0.3					$	—					$	—
Current liabilities			(1.4)						(1.5)						(0.6)						(0.6)
Noncurrent liabilities			(26.5)						(24.9)						(3.1)						(3.3)
			$	(25.2)					$	(26.1)					$	(3.7)					$	(3.9)

The amounts in accumulated other comprehensive loss, pre-tax, consisted of:

			Pension benefits												Other retirement benefits
($ in millions)			2023						2022						2023						2022
Net actuarial loss (gain)			$	15.8					$	16.7					$	(3.6)					$	(5.2)
Prior service cost (credit)			(1.1)						(1.1)						—						—
Total			$	14.7					$	15.6					$	(3.6)					$	(5.2)

The accumulated benefit obligation for all defined benefit pension plans was $53.7 million and $52.4 million at December 31, 2023 and 2022, respectively, including $47.7 million and $46.0 million, respectively, for international pension plans.

As of December 31, 2023 and December 31, 2022, our United Kingdom qualified defined benefit pension plan had plan assets in excess of its obligations. As of December 31, 2023 and December 31, 2022, our other defined benefit pension plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets.

Benefit payments expected to be paid under our defined benefit pension and other retirement benefit plans in the next ten years are as follows. The expected benefit payments listed correspond to regular ongoing benefit payments expected to be made by the plans during future years.

($ in millions)			Domestic						International						Total
2024			$	1.4					$	2.5					$	3.9
2025			1.3						2.5						3.8
2026			1.1						3.2						4.3
2027			1.0						3.8						4.8
2028			1.0						3.2						4.2
2029 to 2033			3.8						17.4						21.2
			$	9.6					$	32.6					$	42.2

In 2024, we expect to contribute $0.6 million to pension plans, all of which is in the U.S. In addition, we expect to contribute $0.5 million for other retirement benefits in 2024. We periodically consider additional, voluntary contributions depending on the investment returns generated by pension plan assets, changes in benefit obligation projections and other factors.

Weighted average assumptions used to determine net periodic benefit cost were as follows:

			Pension benefits																		Other retirement benefits
			2023						2022						2021						2023						2022						2021
Discount rate			4.35		%				2.48		%				2.29		%				5.55		%				2.75		%				2.30		%
Rate of compensation increase			3.09		%				2.79		%				2.41		%				—						—						—
Expected long-term rate of return on assets			4.22		%				4.14		%				4.93		%				—						—						—

Weighted average assumptions used to determine the benefit obligations were as follows:

			Pension benefits												Other retirement benefits
			2023						2022						2023						2022
Discount rate			3.95		%				4.35		%				5.20		%				5.55		%
Rate of compensation increase			3.08		%				3.09		%				—						—

The discount rate used to determine the benefit obligations for U.S. pension plans was 5.20% and 5.55% as of December 31, 2023 and 2022, respectively. The weighted average discount rate used to determine the benefit obligations for all international plans was 3.80% and 4.20% as of December 31, 2023 and 2022, respectively. The weighted average rate of compensation increase for all international plans was 3.08% for 2023 and 3.09% for 2022, while there was no rate increase for the U.S. plans since they are frozen. Other retirement benefits were only available to U.S. employees. The expected long-term rate of return for U.S. plans was not applicable for 2023, 3.70% for 2022 and 5.10% for 2021.

The assumed healthcare cost trend rate used to determine benefit obligations and net periodic benefit cost was 6.75% for all participants in 2023, decreasing to 5.00% by 2030.

The defined pension plan benefit obligation increased for the year ended December 31, 2023 primarily due to a decrease in the discount rate used to calculate the obligation. The net actuarial losses will be impacted in future periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual demographic experience, and certain other factors. The other retirement plan benefit obligation decreased due to actuarial gains and benefit payments during the period.

The Company has cash balance plans and other plans with promised interest crediting rates. For these plans, the interest crediting rates are set in line with plan rules or country legislation and do not change with market conditions.

The weighted average interest crediting rating used to determine net periodic benefit cost by geographic location for our pension plans, at December 31, were as follows:

			2023						2022						2021
U.S. plans			4.00		%				3.31		%				3.31		%
International plans			1.13		%				1.75		%				0.67		%

The weighted average asset allocations by asset category for our pension plans, at December 31, were as follows:

			2023						2022
Equity securities			16		%				28		%
Debt securities			80		%				68		%
Other			4		%				4		%
			100		%				100		%

Diversification across and within asset classes is the primary means by which we mitigate risk. We maintain guidelines for all asset and sub-asset categories in order to avoid excessive investment concentrations. Fund assets are monitored on a regular basis. If at any time the fund asset allocation is not within the acceptable allocation range, funds will be reallocated. We also review the fund on a regular basis to ensure that the investment returns received are consistent with the short-term and long-term goals of the fund and with comparable market returns. We are prohibited from pledging fund securities and from investing pension fund assets in our own stock, securities on margin or derivative securities.

The following are the target asset allocations and acceptable allocation ranges across:

			Target allocation						Allocation range
Equity securities			19%						15% - 20%
Debt securities			79%						75% - 85%
Other			2%						2% - 5%

The following tables present the fair value of our pension plan assets, utilizing the fair value hierarchy discussed in Note 12, Fair Value Measurements. In accordance with U.S. GAAP, certain pension plan assets measured at net asset value (“NAV”) have not been classified in the fair value hierarchy.

			Balance at
			December 31,						Basis of Fair Value Measurements
($ in millions)			2023						Level 1						Level 2						Level 3
Cash			$	0.6					$	0.6					$	—					$	—
Equity securities:
International mutual funds			5.3						—						5.3						—
Fixed income securities:
International mutual funds			25.9						—						25.9						—
Other mutual funds			0.5						—						0.5						—
Pension plan assets in the fair value hierarchy			$	32.3					$	0.6					$	31.7					$	—
Pension plan assets measured at NAV			—
Pension plan assets at fair value			$	32.3

			Balance at
			December 31,						Basis of Fair Value Measurements
($ in millions)			2022						Level 1						Level 2						Level 3
Cash			$	0.7					$	0.7					$	—					$	—
Equity securities:
International mutual funds			8.2						—						8.2						—
Fixed income securities:
International mutual funds			20.4						—						20.4						—
Other mutual funds			0.1						—						0.1						—
Pension plan assets in the fair value hierarchy			$	29.4					$	0.7					$	28.7					$	—
Pension plan assets measured at NAV			—
Pension plan assets at fair value			$	29.4

Note 16: Other Expense (Income)

Other expense (income) consisted of:

($ in millions)			2023						2022						2021
Restructuring and related charges:
Severance and benefits			$	(2.8)					$	8.7					$	0.6
Asset-related charges			—						15.3						—
Other charges			—						(0.2)						1.6
Total restructuring and related charges			$	(2.8)					$	23.8					$	2.2
Loss on disposal of plant			11.6						—						—
Asset impairments			9.6						6.2						5.6
Foreign exchange transaction losses (gains)			9.4						(4.1)						(1.4)
Contingent consideration			2.3						3.0						1.5
Loss (gain) on oil hedges			1.3						(1.5)						(1.7)
Other items			—						(0.6)						1.7
Total other expense (income)			$	31.4					$	26.8					$	7.9

Restructuring and Related Charges

In December 2022**,** the Company approved a restructuring plan to adjust our operating cost base to better respond to the macroeconomic factors influencing our business. These changes are expected to be implemented over a period of up to twenty-four months from the date of the approval. The plan is expected to require restructuring and related charges of approximately $22 million to $24 million, with annualized savings in the range of $22 million to $24 million. The following table presents activity related to our restructuring obligations related to our 2022 restructuring plan:

($ in millions)			Severance and benefits									Other charges						Total
Balance, December 31, 2022			$	10.1								$	15.3					$	25.4
(Credits) charges			(2.6)									—						(2.6)
Cash payments			(4.5)									—						(4.5)
Non-cash asset write downs			—									(15.3)						(15.3)
Balance, December 31, 2023			$	3.0								$	—					$	3.0

Loss on Disposal of Plant

During 2023, the Company recorded expense of $11.6 million, within other expense (income), 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.

Asset Impairments

During 2023, we recorded impairment charges of $4.3 million specific to our cost method investments and expense of $5.3 million related to fixed assets impaired and taken out of service. During 2022, we recorded an impairment charge of $3.5 million specific to our cost method investments and expense of $2.7 million related to fixed assets impaired and taken out of service. During 2021, specific to our cost method investments, we recorded 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. We also recorded expense of $1.3 million related to fixed assets impaired and taken out of service.

Foreign Exchange Transaction Losses (Gains)

During 2023, we recorded a loss on foreign exchange transactions of $9.4 million. The loss on foreign exchange transactions in 2023 was primarily driven by a highly inflationary environment in Argentina. During 2022 and 2021, we recorded a gain on foreign exchange transactions of $4.1 million and $1.4 million, respectively.

Contingent Consideration

Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please refer to Note 12, Fair Value Measurements, for additional details.

Oil Hedges

During 2023, 2022 and 2021, we recorded a loss of $1.3 million, a gain of $1.5 million, and a gain of $1.7 million, respectively, related to oil hedges. Please refer to Note 11, Derivative Financial Instruments, for further discussion of our hedging activity.

Note 17: Income Taxes

As a global organization, we and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2023, the statute of limitations for the U.S. federal tax years 2017 through 2023 remain open to examination. For U.S. state and local jurisdictions, tax years 2013 through 2023 are open to examination. We are also subject to examination in various foreign jurisdictions for tax years 2016 through 2023.

A reconciliation of the beginning and ending amount of the liability for unrecognized tax benefits is as follows:

($ in millions)			2023						2022						2021
Balance at January 1			$	36.5					$	24.9					$	10.4
Increase due to current year position			6.4						11.4						16.3
(Decrease) increase due to prior year position			(1.0)						0.6						(1.0)
Reduction for expiration of statute of limitations/audits			(3.1)						(0.4)						(0.8)
Balance at December 31			$	38.8					$	36.5					$	24.9

In addition, we had balances in accrued liabilities for interest and penalties of $3.8 million and $1.6 million at December 31, 2023 and 2022, respectively. As of December 31, 2023, we had $38.8 million of total gross unrecognized tax benefits, which, if recognized, $38.8 million would favorably impact the effective income tax rate. It is reasonably possible that, due to the expiration of statutes and the closing of tax audits, the amount of gross unrecognized tax benefits may be reduced by approximately $0.1 million during the next twelve months, which would favorably impact our effective tax rate.

The components of income before income taxes and equity in net income of affiliated companies are:

($ in millions)			2023						2022						2021
U.S. operations			$	369.4					$	394.4					$	420.0
International operations			328.6						285.5						328.9
Total income before income taxes and equity in net income of affiliated companies			$	698.0					$	679.9					$	748.9

The related provision for income taxes consists of:

($ in millions)			2023						2022						2021
Current:
Federal			$	30.2					$	75.7					$	64.8
State			(4.2)						8.4						10.9
International			58.8						61.4						74.4
Current income tax provision			84.8						145.5						150.1
Deferred:
Federal and state			(11.6)						(20.3)						7.3
International			49.1						(10.5)						(50.2)
Deferred income tax provision			37.5						(30.8)						(42.9)
Income tax expense			$	122.3					$	114.7					$	107.2

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.

The significant components of our deferred tax assets and liabilities at December 31 are:

($ in millions)			2023						2022
Deferred tax assets
Net operating loss carryforwards			$	10.0					$	10.3
Tax credit carryforwards			1.1						1.9
Pension and deferred compensation			22.7						31.4
Royalty acceleration			15.0						46.2
Other			13.9						18.3
Capitalized R&D expenses			23.9						8.1
Leases			18.6						20.6
Unrealized profit in inventory			8.5						7.2
Valuation allowance			(15.5)						(13.3)
Total deferred tax assets			98.2						130.7
Deferred tax liabilities:
Property, plant, and equipment			61.7						53.7
Tax on undistributed earnings of subsidiaries			3.8						1.5
Leases			18.1						19.7
Other			1.6						4.5
Total deferred tax liabilities			85.2						79.4
Net deferred tax asset			$	13.0					$	51.3

A reconciliation of the U.S. federal corporate tax rate to our effective consolidated tax rate on income before income taxes and equity in net income of affiliated companies is as follows:

			2023						2022						2021
U.S. federal corporate tax rate			21.0		%				21.0		%				21.0		%
Tax on international operations other than U.S. tax rate			1.2						(1.5)						1.9
Adjustments to reserves for unrecognized tax benefits			0.3						2.9						0.1
U.S. tax on international earnings, net of foreign tax credits			0.5						(0.3)						0.3
Foreign-Derived Intangible Income Deductions (FDII)			(1.6)						(2.1)						(1.5)
State income taxes, net of federal tax effect			0.1						1.0						(0.1)
U.S. research and development credits			(0.7)						(0.6)						(0.4)
Excess tax benefits on share-based payments			(4.6)						(2.4)						(4.2)
Royalty acceleration			0.5						—						(2.5)
Pension settlement			—						(1.2)						—
Tax on undistributed earnings of subsidiaries			0.3						—						(0.6)
Other			0.5						0.1						0.3
Effective tax rate			17.5		%				16.9		%				14.3		%

During 2023, we recorded a tax benefit of $32.0 million associated with stock-based compensation. The Company recognized a $3.0 million state tax benefit based on the outcome of a recent court case.

During 2022, we recorded tax expense of $5.7 million due to the impact of tax law changes enacted during the year, $19.8 million of tax expense due to the Company's recognition of reserves for unrecognized tax benefits, and a tax benefit of $16.5 million associated with stock-based compensation. A tax benefit of $20.6 million was recognized for the 2022 termination of our U.S. pension plan. The Company did not elect to reclassify to retained earnings the stranded tax effects on items within AOCI related to the Tax Cuts and Jobs Act of 2017, and therefore included within the $20.6 million pension termination benefit is a deferred tax benefit of $8.0 million.

During 2021, we recorded a tax benefit of $1.4 million due to the impact of tax law changes enacted during 2021, a tax benefit of $18.5 million due to the Company's prepayment of future royalties from one of its subsidiaries, and a tax benefit of $31.5 million associated with stock-based compensation.

State operating loss carryforwards of $118.6 million created a deferred tax asset of $6.7 million, while foreign operating loss carryforwards of $10.2 million created a deferred tax asset of $3.3 million. Management estimates that certain state and foreign operating loss carryforwards are unlikely to be utilized and the associated deferred tax assets have been appropriately reserved. State loss carryforwards expire as follows: $19.8 million in 2024 and $98.8 million thereafter. Foreign loss carryforwards will begin to expire in 2029, while $0.9 million of the total $10.2 million will not expire.

During 2019, we utilized all of our remaining U.S. federal research and development credit carryforwards. State research and development credit carryforwards of $1.6 million created a deferred tax asset of $1.3 million. As of December 31, 2023, $0.4 million of state research and development credits expire in 2025.

Since 2018, West has reasserted indefinite reinvestment related to all post-2017 unremitted earnings in all of our foreign subsidiaries. During 2023 and consistent with the approved plan mentioned in Note 4, Net Income Per Share, the Company began repurchasing common stock on the open market. To support the funding for this program, West may repatriate earnings from its German affiliates during 2024 and has recorded a tax liability of $2.8 million. Accordingly, West will no longer assert permanent reinvestment related to all of the earnings of its wholly owned German affiliates through 2023. West will continue to assert permanent reinvestment of earnings for all other foreign jurisdictions, and intends to only repatriate earnings when the tax impact is de minimis.

Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $857 million of undistributed earnings from foreign subsidiaries (except our German affiliates) to the U.S., as those earnings continue to be permanently reinvested. Further, it is impracticable for us to estimate any future tax costs for any unrecognized deferred tax liabilities associated with our indefinite reinvestment assertion, because the actual tax liability, if any, would be dependent on complex analysis and calculations considering various tax laws, exchange rates, circumstances existing when there is a repatriation, sale or liquidation, or other factors.

Note 18: Commitments and Contingencies

At December 31, 2023, we were obligated under various operating lease agreements. Please refer to Note 6, Leases, for additional details.

At December 31, 2023, we were obligated under debt agreements, net of unamortized debt issuance costs including fixed and variable-rate debt. Please refer to Note 10, Debt**, for additional details.

At December 31, 2023, we were obligated under various tax-qualified and non-qualified defined benefit pension plans in the U.S. and other countries that cover employees and former employees who meet eligibility requirements. Please refer to Note 15, Benefit Plans, for additional details.

At December 31, 2023, our outstanding unconditional contractual commitments, including for the purchase of raw materials and finished goods, amounted to $298.3 million, the majority of which is to be paid over the next five years, with $76.8 million due to be paid in 2024.

We have letters of credit totaling $2.4 million supporting the reimbursement of workers’ compensation and other claims paid on our behalf by insurance carriers. Our accrual for insurance obligations was $2.1 million at December 31, 2023, of which $0.7 million is in excess of our deductible and, therefore, is reimbursable by the insurance company.

Note 19: Segment Information

Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery products, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business, focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.

The Chief Operating Decision Maker ("CODM") evaluates the performance of our segments based upon, among other things, segment net sales and operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that the CODM considers not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items. The segment operating profit metric is what the CODM uses in evaluating our results of operations and the financial measure that provides a valuable insight into our overall performance and financial position.

The following table presents net sales information about our reportable segments, reconciled to consolidated totals:

($ in millions)			2023						2022						2021
Net sales:
Proprietary Products			$	2,397.3					$	2,406.8					$	2,317.3
Contract-Manufactured Products			552.5						480.4						514.7
Intersegment sales elimination			—						(0.3)						(0.4)
Consolidated net sales			$	2,949.8					$	2,886.9					$	2,831.6

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

In 2023, one of our customers individually accounted for more than 10% of consolidated net sales, at 10.9% or $322.1 million, contributing to net sales in both the Proprietary and Contract Manufacturing reportable segments. We did not have any customers accounting for greater than 10% of consolidated net sales in 2022 or 2021.

The following table presents net sales and long-lived assets, by the country in which the legal subsidiary is domiciled and assets are located:

			Net Sales																		Long-Lived Assets
($ in millions)			2023						2022						2021						2023						2022
United States			$	1,238.5					$	1,286.5					$	1,198.0					$	757.1					$	611.5
Germany			406.1						398.7						474.3						176.0						139.0
Ireland			285.7						240.3						247.6						207.0						179.5
France			282.9						237.9						213.0						78.5						68.8
Other European countries			388.1						359.2						341.3						99.2						81.8
Other			348.5						364.3						357.4						194.7						182.1
			$	2,949.8					$	2,886.9					$	2,831.6					$	1,512.5					$	1,262.7

The following tables provide summarized financial information for our segments:
($ in millions)			2023						2022						2021
Operating profit (loss):
Proprietary Products			$	710.1					$	784.4					$	796.1
Contract-Manufactured Products			72.1						60.4						67.2
Total business segment operating profit			$	782.2					$	844.8					$	863.3
Corporate and Unallocated
Stock-based compensation expense			$	(23.3)					$	(23.7)					$	(37.5)
Corporate general costs (1)			(68.3)						(59.1)						(63.4)
Unallocated Items:
Restructuring and other charges (2)			2.0						(23.8)						(2.2)
Amortization of acquisition-related intangible assets (3)			(0.7)						(0.7)						(0.8)
Cost investment activity (4)			(4.3)						(3.5)						(4.3)
Loss on disposal of plant (5)			(11.6)						—						—
Asset impairment (5)			—						—						(2.8)
Total Corporate and Unallocated			(106.2)						(110.8)						(111.0)
Total consolidated operating profit			$	676.0					$	734.0					$	752.3
Interest (income) expense and other nonoperating (income) expense, net			(22.0)						54.1						3.4
Income before income taxes and equity in net income of affiliated companies			$	698.0					$	679.9					$	748.9

(1) Corporate general costs includes executive and director compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.

(2) 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. During 2022, the Company recorded expense to restructuring and other charges of $23.8 million, which primarily included 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 2021, the Company recorded expense to restructuring and other charges of $2.2 million to optimize certain organizational structures within the Company.

(3) During 2023, 2022 and 2021, the company recorded $0.7 million, $0.7 million 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.

(4) During 2023, the Company recorded a cost investment impairment charge of $4.3 million. During 2022, the Company recorded a cost investment impairment charge of $3.5 million. During 2021, the net cost investment activity was equal to $4.3 million, inclusive of an impairment charge of $4.6 million partially offset by a $0.3 million gain on the sale of a cost investment.

(5) 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. During 2021, the Company recorded a $2.8 million impairment charge for certain long-lived and intangible assets related to the Company's manufacturing facility within the Proprietary Products segment that was sold during the second quarter of 2023, as it determined the carrying value was not fully recoverable. $1.9 million of this charge was recorded within cost of goods and services sold and $0.9 million of the charge is recorded in selling, general, and administrative expense, due to the nature of the impaired assets.

Please refer to Note 16, Other Expense (Income), for further discussion of unallocated items.

The following tables provide summarized financial information for our two reportable segments and corporate and unallocated:

($ in millions)
Assets			2023						2022
Proprietary Products			$	2,629.1					$	2,578.3
Contract-Manufactured Products			527.5						480.3
Corporate and Unallocated			672.9						558.2
Total consolidated			$	3,829.5					$	3,616.8

($ in millions)
Depreciation and Amortization			2023						2022						2021
Proprietary Products			$	112.9					$	96.9					$	93.8
Contract-Manufactured Products			20.4						19.0						21.1
Corporate and Unallocated			4.0						4.7						7.4
Total consolidated			$	137.3					$	120.6					$	122.3
($ in millions)
Capital Expenditures			2023						2022						2021
Proprietary Products			$	259.1					$	237.3					$	218.0
Contract-Manufactured Products			90.2						34.0						26.6
Corporate and Unallocated			12.7						13.3						8.8
Total consolidated			$	362.0					$	284.6					$	253.4

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of West Pharmaceutical Services, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of West Pharmaceutical Services, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2023 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Provision for Income Taxes

As described in Notes 1 and 17 to the consolidated financial statements, the Company’s consolidated deferred tax assets were $98.2 million, net of a valuation allowance of $15.5 million, as of December 31, 2023, and income tax expense was $122.3 million for the year ended December 31, 2023. As a global organization, the Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As disclosed by management, management estimates income taxes payable based upon current domestic and international tax legislation. Deferred income taxes are recognized by applying enacted statutory tax rates to tax loss carryforwards and temporary differences between the tax basis and financial statement carrying values of assets and liabilities. The enacted statutory tax rate applied is based on the rate expected to be applicable at the time of the forecasted utilization of the loss carryforward or reversal of the temporary difference. Valuation allowances on deferred tax assets are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The realizability of deferred tax assets is subject to estimates of future taxable income, generally at the respective subsidiary company and the country level.

The principal considerations for our determination that performing procedures relating to the provision for income taxes is a critical audit matter are the significant judgment by management in determining the income tax provision due to the Company’s global footprint and complexity in the various tax laws applicable in determining the Company’s effective tax rate. This in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures and in evaluating audit evidence related to the income tax provision. Also, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to income taxes, including controls over the determination of the income tax provision. These procedures also included, among others, (i) testing the income tax provision, including testing the Company’s rate reconciliation, return to provision adjustments, permanent and temporary differences, and financial data used in the income tax provision calculation, and (ii) testing the accuracy of the income tax rates utilized in the provision. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s application of relevant income tax law in certain jurisdictions.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 20, 2024

We have served as the Company’s auditor since 1963.