West Pharmaceutical Services (WST) 10-K risk factor changes: FY2024 vs FY2023

Sales outside of the U.S. accounted for [removed: 58.0%] [added: 57.5%] of our consolidated net sales in [removed: 2023] [added: 2024] and we anticipate that sales from international operations will continue to represent a significant portion of our net sales in the future.

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

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

[removed: We] [added: However, we] may be unable to identify suitable targets, opportunistic or otherwise, for acquisitions or other strategic transactions in the future.

A loss of [added: or inability to attract] key personnel or highly skilled employees could disrupt our operations.

Our future success depends, in large part, on our ability to [added: attract and] retain key employees, including our executive officers and individuals in technical, marketing, sales, and research positions.

We must adjust our production capacity [removed: as] [added: in accordance with] customer demand changes and [removed: are] [added: remain] focused on increasing capacity at various facilities through our capital strategy.

Significant developments in U.S. [added: tax] policies could have a material adverse effect on our business and/or results of operations.

*[Risk [removed: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*,] [added: Factors](#i49e2ff7fe3d645928760b377ff76974e_19)*,] as well as economic and geopolitical conditions in general and to variability in the prevailing sentiment regarding our operations or business prospects, as well as, among other things, changing investment priorities of our shareholders.

We expect to continue to seek acquisition opportunities that compliment and expand our existing operations.

Both domestic and international markets experienced inflationary pressures in fiscal year 2023 and inflation rates in the U.S., as well as in other countries in which we operate, could continue at elevated levels for the near-term.

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

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

We have historically engaged in acquisition activity, and we may in the future engage in acquisitions or other strategic transactions, such as joint ventures or investments in other entities.

[removed: Other Macroeconomic] [added: Macroeconomic] Factors

| Loss on disposal of plant [removed: (1)] [added: (3)] | | | 11.6 | | | | | | (0.7) | | | | | | 12.3 | | | | | | 0.16 | | |

| Cost investment activity [removed: (2)] [added: (4)] | | | 4.3 | | | | | | — | | | | | | 4.3 | | | | | | 0.06 | | |

| Restructuring and other charges [removed: (3)] [added: (1)] | | | (2.0) | | | | | | (0.9) | | | | | | (1.1) | | | | | | (0.02) | | |

| Amortization of acquisition-related intangible assets [removed: (4)] [added: (2)] | | | 0.7 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

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

| Cost investment activity [removed: (2)] [added: (4)] | | | 3.5 | | | | | | — | | | | | | 3.5 | | | | | | 0.05 | | |

| Restructuring and other charges [removed: (3)] [added: (1)] | | | [removed: 2.2] [added: 2.1] | | | | | | 0.4 | | | | | | [removed: 1.8] [added: 1.7] | | | | | | 0.02 | | |

| Amortization of acquisition-related intangible assets [removed: (4)] [added: (2)] | | | 0.8 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

| Year ended December 31, [removed: 2021] [added: 2024] adjusted amounts (non-U.S. GAAP) | | | $ | [removed: 762.4] [added: 572.8] | | | | | $ | [removed: 128.0] [added: 108.0] | | | | | $ | [removed: 655.2] [added: 497.2] | | | | | $ | [removed: 8.58] [added: 6.75] | |

During [removed: 2021,] [added: 2024,] we recorded a tax benefit of [removed: $31.5] [added: $19.5] million associated with stock-based compensation.

[removed: (1)During] [added: (3)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.

[removed: (2)During 2023,] [added: (4)During 2023 and 2022,] the Company recorded [removed: a] cost investment impairment [removed: charge] [added: charges] of $4.3 [removed: million.][added: million and $3.5 million, respectively.]

[removed: (3)During] [added: 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.

[removed: During 2021,] [added: (1)During 2024,] the Company recorded expense to restructuring and other charges of [removed: $2.2 million to optimize certain organizational structures within the Company.][added: $2.1 million.]

[removed: (4)During 2023, 2022] [added: (2)During 2024, 2023] and [removed: 2021,] [added: 2022,] the Company recorded [removed: $0.7] [added: $0.8] million, $0.7 million and [removed: $0.8] [added: $0.7] million, respectively, of amortization expense within operating profit associated with an acquisition of an intangible asset during the second quarter of 2020.

Additionally, during [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] the company recorded $2.1 million of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

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

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

Please refer to Note 15, *[Benefit [removed: Plans](#ib60054df1b894c4ab057f58a3450b1ed_121),*] [added: Plans](#i49e2ff7fe3d645928760b377ff76974e_124),*] for further discussion of these items.

Discussion of the year-over-year changes for the fiscal year ended December 31, [removed: 2022] [added: 2023] compared to the fiscal year ended December 31, [removed: 2021] [added: 2022] and the results of operations and cash flows for the fiscal year ended December 31, [removed: 2021] [added: 2022] is included in Item 7, *Management’s Discussion and Analysis of Financial Condition and Result of Operations* of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 21, 2023,] [added: 20, 2024,] and is incorporated herein by reference.

| ($ in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023/2022] [added: 2024/2023] | | | | | | [removed: 2022/2021] [added: 2023/2022] | | |

| Proprietary Products | | | $ | [removed: 2,397.3] [added: 2,334.5] | | | | | $ | [removed: 2,406.8] [added: 2,397.3] | | | | | $ | [removed: 2,317.3] [added: 2,406.8] | | | | | [removed: (0.4] [added: (2.6] | | %) | | | | [removed: 3.9] [added: (0.4] | | [removed: %] [added: %)] |

| Contract-Manufactured Products | | | [removed: 552.5] [added: 558.7] | | | | | | [removed: 480.4] [added: 552.5] | | | | | | [removed: 514.7] [added: 480.4] | | | | | | [removed: 15.0] [added: 1.1] | | % | | | | [removed: (6.7] [added: 15.0] | | [removed: %)] [added: %] |

| Intersegment sales elimination | | | — | | | | | | [removed: (0.3)] [added: —] | | | | | | [removed: (0.4)] [added: (0.3)] | | | | | | [removed: (100.0] [added: —] | | [removed: %)] [added: %] | | | | [removed: (25.0] [added: (100.0] | | %) |

| Consolidated net sales | | | $ | [removed: 2,949.8] [added: 2,893.2] | | | | | $ | [removed: 2,886.9] [added: 2,949.8] | | | | | $ | [removed: 2,831.6] [added: 2,886.9] | | | | | [removed: 2.2] [added: (1.9] | | [removed: %] [added: %)] | | | | [removed: 2.0] [added: 2.2] | | % |

Consolidated net sales [removed: increased] [added: decreased] by [removed: $62.9] [added: $56.6] million, or [removed: 2.2%,] [added: 1.9%,] in [removed: 2023,] [added: 2024,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $27.9] [added: $7.0] million.

Excluding foreign currency translation effects and the impact related to the disposal of one of our plants of [removed: $11.5] [added: $4.3] million, consolidated net sales [removed: increased] [added: decreased] by [removed: $46.5] [added: $45.3] million, or [removed: 1.6%.][added: 1.5%.]

Proprietary Products – Proprietary Products net sales decreased by [removed: $9.5] [added: $62.8] million, or [removed: 0.4%,] [added: 2.6%,] in [removed: 2023,] [added: 2024,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $22.1] [added: $6.9] million.

Excluding foreign currency translation effects and the impact related to the disposal of one of our plants of [removed: $11.5] [added: $4.3] million, net sales decreased by [removed: $20.1] [added: $51.6] million, or [removed: 0.8%, primarily] [added: 2.2%,] due to a decline in [removed: COVID-related] sales of [removed: approximately $320 million, offset by growth in our high-value components,] [added: certain High-Value Product ("HVP") offerings due to customer inventory management,] primarily [removed: Westar®, Daikyo® and Envision®, as well as growth in high-value devices, such as self-injection systems and administration systems,] [added: FluroTec® products, Westar® components] and [removed: sales price increases.][added: Daikyo® components.]

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by [removed: $72.1] [added: $6.2] million, or [removed: 15.0%,] [added: 1.1%,] in [removed: 2023,] [added: 2024,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $5.8] [added: $0.1] million.

Excluding foreign currency translation effects, net sales increased by [removed: $66.3] [added: $6.3] million, or [removed: 13.8%,] [added: 1.1%,] primarily due to an increase in [removed: the volume of] sales of [removed: components associated with injection-related] [added: self-injection] devices [added: for obesity] and [removed: healthcare diagnostic devices, as well as] [added: diabetes and] sales price [removed: increases.][added: increases, offset by a decrease in sales of healthcare diagnostic devices.]

| Gross profit | | | $ | [removed: 1,034.0] [added: 900.5] | | | | | $ | [removed: 1,053.3] [added: 1,034.0] | | | | | $ | [removed: 1,093.9] [added: 1,053.3] | | | | | [removed: (1.8] [added: (12.9] | | %) | | | | [removed: (3.7] [added: (1.8] | | %) |

| Gross profit margin | | | [removed: 43.1] [added: 38.6] | | % | | | | [removed: 43.8] [added: 43.1] | | % | | | | [removed: 47.2] [added: 43.8] | | % | | | | | | | | | | | | |

| Gross profit | | | $ | [removed: 96.0] [added: 98.0] | | | | | $ | [removed: 82.9] [added: 96.0] | | | | | $ | [removed: 83.8] [added: 82.9] | | | | | [removed: 15.8] [added: 2.1] | | % | | | | [removed: (1.1] [added: 15.8] | | [removed: %)] [added: %] |

| Gross profit margin | | | [removed: 17.4] [added: 17.5] | | % | | | | [removed: 17.3] [added: 17.4] | | % | | | | [removed: 16.3] [added: 17.3] | | % | | | | | | | | | | | | |

| Unallocated items | | | $ | [removed: (0.8)] [added: —] | | | | | $ | [removed: —] [added: (0.8)] | | | | | $ | [removed: (1.9)] [added: —] | | | | | | | | | | | | | |

| Consolidated gross profit | | | $ | [removed: 1,129.2] [added: 998.5] | | | | | $ | [removed: 1,136.2] [added: 1,129.2] | | | | | $ | [removed: 1,175.8] [added: 1,136.2] | | | | | [removed: (0.6] [added: (11.6] | | %) | | | | [removed: (3.4] [added: (0.6] | | %) |

| Consolidated gross profit margin | | | [removed: 38.3] [added: 34.5] | | % | | | | [removed: 39.4] [added: 38.3] | | % | | | | [removed: 41.5] [added: 39.4] | | % | | | | | | | | | | | | |

Consolidated gross profit decreased by [removed: $7.0] [added: $130.7] million, or [removed: 0.6%,] [added: 11.6%,] in [removed: 2023,] [added: 2024,] including [removed: a favorable] [added: an unfavorable] foreign currency translation impact of [removed: $13.3] [added: $2.1] million.

| Year ended December 31, 2024 GAAP | | | $ | 569.9 | | | | | $ | 107.5 | | | | | $ | 492.7 | | | | | $ | 6.69 | |

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

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

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

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

| Amortization of acquisition-related intangible assets (2) | | | 0.7 | | | | | | 0.1 | | | | | | 2.8 | | | | | | 0.04 | | |

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

The net expense represents the impact of two items, the first of which is $4.6 million of expense recorded within selling, general and administrative expenses in connection with a plan to optimize the legal structure of the Company and its subsidiaries.

The expense consists primarily of consulting fees, legal expenses, and other one-time costs directly attributable to this plan.

This expense was partially offset by a $2.5 million benefit recorded within other expense (income) related to revised severance estimates in connection with the Company's 2022 restructuring plan.

These reductions were partially offset by an increase in sales of self-injection device platforms and increased sales prices, which includes approximately $47 million in customer incentives earned in connection with volumes achieved during 2024, as compared to 2023.

The decrease is driven by lower plant absorption from reduced customer demand and an unfavorable shift in mix of products sold from HVP Components to HVP Delivery Devices.

These headwinds were partially offset by increased sales prices and approximately $47 million in customer incentives earned in connection with volumes achieved during 2024, as compared to 2023.

Contract-Manufactured Products – Contract-Manufactured Products gross profit increased by $2.0 million, or 2.1%, in 2024.

Consolidated R&D costs increased by $0.7 million, or 1.0%, in 2024, as compared to 2023, due to increased depreciation as a result of recent investments and increased salary and wages, offset by lower annual incentive compensation.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024/2023 | | | | | | 2023/2022 | | |

Consolidated SG&A costs decreased by $14.9 million, or 4.2%, in 2024, including a favorable foreign currency translation impact of $0.5 million, primarily due to lower annual incentive compensation and a decrease in expense related to stock-based compensation, partially offset by increased salary and wages.

Proprietary Products – Proprietary Products SG&A costs decreased by $9.1 million, or 3.8%, in 2024, including a favorable foreign currency translation impact of $0.5 million.

Proprietary Products SG&A costs decreased primarily due to lower annual incentive compensation, partially offset by increased salary and wages.

Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $1.8 million, or 7.4%, in 2024, primarily due to increased salary and wages.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Contract-Manufactured Products – Contract-Manufactured Products other expense (income) remained consistent in 2024 as compared to 2023.

Additionally, the Company recorded additional asset impairments related to our cost method investments in 2023, as compared to 2024.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024/2023 | | | | | | 2023/2022 | | |

Contract-Manufactured Products – Contract-Manufactured Products operating profit increased by $0.2 million, or 0.3%, in 2024, due to the factors described above, most notably the increased sales prices.

Corporate and unallocated – Excluding the unallocated items, Corporate costs decreased by $14.3 million, or 15.6%, in 2024, due to the factors described above, most notably the decrease in expense related to stock-based compensation and lower annual incentive compensation.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024/2023 | | | | | | 2023/2022 | | |

Interest expense, net, decreased by $6.0 million, or 66.7%, in 2024, primarily due to an increase in capitalized interest.

Interest income decreased by $8.4 million in 2024, due primarily to the Company having a lower average cash balance during 2024, as compared to the same periods in 2023.

Other nonoperating expense (income) changed by $4.0 million in 2024, primarily due to a benefit from a favorable legal settlement recorded in 2023 that was not repeated in 2024.

The increase in the effective tax rate in 2024 of 0.9% is primarily due to a decrease in the tax benefit related to stock-based compensation in 2024, as compared to 2023, partially offset by a decrease in our tax liability on unremitted earnings of our Germany subsidiaries due to a tax law change in 2024.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Net cash provided by operating activities decreased by $123.1 million in 2024, primarily due to a decline in operating results.

| ($ in millions) | | | December 31, 2024 | | | | | | December 31, 2023 | | |

The decrease in total current liabilities was primarily due to the Company amending its Credit Facility Agreement during 2024.

As part of this amendment, all current notes payable and other current debt amounts were repaid.

The decrease in inventories and the increase in accounts receivable were both due to increased net sales leading up to the December 31, 2024 balance sheet date as compared to the December 31, 2023 balance sheet date.

Debt and credit facilities - The $4.2 million decrease in total debt at December 31, 2024, as compared to December 31, 2023, is due to the net activity of debt repayments and borrowings as mentioned in Note 10, *[Debt](#i49e2ff7fe3d645928760b377ff76974e_109).*

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

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 and determined that it was not necessary to perform the quantitative goodwill impairment test in the current year.

Through the twelve months ended December 31, 2023, the war between Russia and Ukraine has not had a material impact on the Company’s business, financial condition or results of operations as we do not have manufacturing operations or significant commercial relationships in either country.

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

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

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

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

*[Risk Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*.

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

| Pension settlement (6) | | | — | | | | | | 0.5 | | | | | | 1.5 | | | | | | 0.02 | | |

| Asset impairment (1) | | | 2.8 | | | | | | — | | | | | | 2.8 | | | | | | 0.04 | | |

| Cost investment activity (2) | | | 4.3 | | | | | | (0.1) | | | | | | 4.4 | | | | | | 0.06 | | |

| Royalty acceleration (7) | | | — | | | | | | 18.5 | | | | | | (18.5) | | | | | | (0.25) | | |

| Tax law changes (8) | | | — | | | | | | 1.4 | | | | | | (1.4) | | | | | | (0.02) | | |

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.

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.

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

During 2021, the Company prepaid future royalties from one of its subsidiaries, which resulted in a $18.5 million tax benefit.

During 2021, the Company recorded a tax benefit of $1.4 million due to the impact of a United Kingdom tax law change enacted during the period.

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

These items were offset by increased sales prices.

Contract-Manufactured Products – Contract-Manufactured Products gross profit increased by $13.1 million, or 15.8%, in 2023, including a favorable foreign currency translation impact of $1.0 million.

Consolidated R&D costs increased by $9.9 million, or 16.9%, in 2023, as compared to 2022, due to higher annual incentive compensation and additional research performed to identify new product opportunities.

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

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

Proprietary Products – Proprietary Products SG&A costs increased by $28.0 million, or 13.2%, in 2023, primarily due to higher annual incentive compensation, an increase in compensation costs and an unfavorable foreign currency translation impact of $1.3 million.

Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $3.5 million, or 16.7%, in 2023, primarily due to a higher allocation of corporate function spend and higher annual incentive compensation.

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

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

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

Contract-Manufactured Products – Contract-Manufactured Products other expense (income) changed by $2.1 million in 2023 as compared to 2022, primarily due to increased losses on foreign exchange transactions recorded in 2022, as compared to 2023.

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

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

Corporate and unallocated – Excluding the unallocated items, Corporate costs increased by $8.8 million, or 10.6%, in 2023, due to the factors described above.

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

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

Other nonoperating (income) expense changed by $54.3 million in 2023, primarily due to the recording of a $52.2 million pension settlement charge in 2022, which relieved the historical balance sheet position, inclusive of accumulated other comprehensive income, of the U.S. pension plan.

This charge was not repeated in 2023.

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

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

Sales outside of the U.S. accounted for [removed: 58.0%] [added: 57.5%] of our consolidated net sales in [removed: 2023.][added: 2024.]

As of [removed: both] December 31, 2023 [removed: and December 31, 2022,] the total amount of these forward exchange contracts was [removed: Singapore Dollar ("SGD")] [added: 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 [removed: in June 2023.][added: at various times throughout 2023 and 2024.]

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

As of December 31, [removed: 2023,] [added: 2024,] we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:

| (in millions) | | | | | | | | | Sell | | | | | | [added: | | |]

| Currency | | | Purchase | | | | | | USD | | | EUR | | | [added: SGD | | |]

In December 2019, we entered into a five-year floating-to-floating forward-starting cross-currency swap [removed: (the “cross-currency swap”)] for $90 million, which we designated as a hedge of our net investment in Daikyo.

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

A sensitivity analysis of changes in fair value of these contracts outstanding as of December 31, [removed: 2023,] [added: 2024,] while not predictive in nature, indicated that a 10% decrease or increase in the foreign currency exchange rates from their level would increase or decrease the fair value of these contracts by $7.0 million or [removed: $6.9] [added: $5.8] million, respectively, the majority of which relates to our hedges of the movement between the Euro and United States Dollar contracts.

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

| ($ in millions) | | | [removed: 2024 | | |] 2025 | | | 2026 | | | 2027 | | | 2028 | | | [added: 2029 | | |] Thereafter | | | Carrying Value | | | Fair Value | | |

| U.S. dollar denominated | | | [removed: $81.0] | | | | | | [added: $130.0] | | | | | | | | | | | | [removed: $81.0] [added: $130.0] | | | [removed: $81.0] [added: $130.0] | | |

| Average interest rate - variable | | | [removed: 6.32%] | | | | | | [added: 5.68%] | | | | | | | | | | | | | | | | | |

| U.S. dollar denominated | | | [removed: $53.0] | | | | | | [added: $73.0] | | | | | | | | | | | | [removed: $53.0] [added: $73.0] | | | [removed: $52.6] [added: $70.9] | | |

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

A change of 1.0% in variable interest rates would decrease or increase annual interest expense by [removed: $0.9] [added: $1.3] million based on our outstanding debt as of December 31, [removed: 2023.][added: 2024.]

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

During [removed: 2022,] [added: 2024,] the [removed: gain] [added: loss] recorded in other expense (income) related to these options was [removed: $1.5] [added: $0.7] million.

As of December 31, [removed: 2023,] [added: 2024,] we had outstanding contracts to purchase [removed: 206,316] [added: 190,773] barrels of crude oil from December [removed: 2023] [added: 2024] to June [removed: 2025,] [added: 2026,] at a weighted-average strike price of [removed: $88.78] [added: $84.70] per barrel.

A sensitivity analysis of changes in brent crude oil prices indicated that a 10% decrease or increase in pricing would decrease or increase the fair value of our commodity call options by [removed: $0.3] [added: $0.2] million or [removed: $0.6] [added: $0.4] million, respectively, as of December 31, [removed: 2023.][added: 2024.]

As of December 31, 2024 the total amount of these forward exchange contracts was Singapore Dollar ("SGD") 421.9 million and $13.4 million.

As of December 31, 2024, the total amount of these forward exchange contracts was Euro ("EUR") 145.3 million and $47.1 million.

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

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

| EUR | | | 20.8 | | | | | | 22.9 | | | — | | | — | | |

| JPY | | | 6,683.7 | | | | | | 28.4 | | | 14.8 | | | 1.8 | | |

| SGD | | | 39.8 | | | | | | 16.9 | | | 12.2 | | | — | | |

This cross-currency swap had an original maturity date of December 31, 2024, but was extinguished in July 2024.

In July 2024, we entered into a new cross-currency swap for $130 million, which we designated as a hedge of our net investment in Daikyo.

As of December 31, 2024, the notional amount of the cross-currency swap is Japanese Yen ("JPY") 17.0 billion ($130.0 million) and the swap termination date is July 2, 2027.

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

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

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

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

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

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

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

| 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 a cumulative translation adjustment in 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.

The notional amount of the cross-currency swap is ¥8.9 billion ($81.0 million) as of December 31, 2023.

("TONAR") plus a margin.

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

| Current Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. dollar denominated | | | | | | | | | | | | $73.0 | | | | | | | | | $73.0 | | | $71.0 | | |

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

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

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

Please refer to Item 2, [removed: *[Properties](#ib60054df1b894c4ab057f58a3450b1ed_25)*,] [added: *[Properties](#i49e2ff7fe3d645928760b377ff76974e_28)*,] for additional information on our manufacturing and other sites.

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

This reportable segment has manufacturing [removed: operations] [added: facilities] in North America and Europe.

Sales outside of the U.S. accounted for [removed: 58.0%] [added: 57.5%] of our net sales in [removed: 2023.][added: 2024.]

See further discussion of our international operations, the risks associated with our international operations, and our attempt to minimize some of these risks in Part I, Item 1A, *[Risk [removed: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19);*] [added: Factors](#i49e2ff7fe3d645928760b377ff76974e_19);*] Part II, Item 7, *[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib60054df1b894c4ab057f58a3450b1ed_46)*] [added: Operations](#i49e2ff7fe3d645928760b377ff76974e_49)*] under the caption *Financial Condition, Liquidity and Capital Resources;* Part II, Item 7A, *[Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib60054df1b894c4ab057f58a3450b1ed_55);*] [added: Risk](#i49e2ff7fe3d645928760b377ff76974e_58);*] Note 1, *[Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ib60054df1b894c4ab057f58a3450b1ed_79)*] [added: Policies](#i49e2ff7fe3d645928760b377ff76974e_82)*] under the captions *Financial Instruments* and *Foreign Currency Translation;* and Note 11, *[Derivative Financial [removed: Instruments](#ib60054df1b894c4ab057f58a3450b1ed_109)*.][added: Instruments](#i49e2ff7fe3d645928760b377ff76974e_112)*.]

*[Risk [removed: Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*.][added: Factors](#i49e2ff7fe3d645928760b377ff76974e_19)*.]

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

In [removed: 2023,] [added: 2024,] more than [removed: 190] [added: 170 utility and design] patents were issued to West across the globe.

Compliance with these laws, rules and regulations did not require material capital expenditures in [removed: 2023] [added: 2024] and is not expected to have a material effect on our capital expenditures, results of operations and competitive position in [removed: 2024] [added: 2025] as compared to prior periods.

[added: *[Risk Factors](#i49e2ff7fe3d645928760b377ff76974e_19).*"] There were no required material capital expenditures for adherence to our government-led regulatory standards in our facilities in [removed: 2023] [added: 2024] outside the normal course of business, and there are currently no needed or planned material expenditures for [removed: 2024.][added: 2025.]

There were no required material capital expenditures for environmental controls in our facilities in [removed: 2023] [added: 2024] and there are currently no needed or planned material expenditures for [removed: 2024.][added: 2025.]

Our ten largest customers accounted for [removed: 41.4%] [added: 43.4%] of our consolidated net sales in [removed: 2023,] [added: 2024,] and one of these customers, individually accounted for more than 10% of consolidated net sales, at [removed: 10.9%] [added: 12.3%] or [removed: $322.1] [added: $356.4] million, contributing to net sales in both the Proprietary and Contract Manufacturing reporting segments.

Please refer to Note 3, [removed: *[Revenue](#ib60054df1b894c4ab057f58a3450b1ed_85)*,] [added: *[Revenue](#i49e2ff7fe3d645928760b377ff76974e_88)*,] and Note 19, *[Segment [removed: Information](#ib60054df1b894c4ab057f58a3450b1ed_133)*,] [added: Information](#i49e2ff7fe3d645928760b377ff76974e_136)*,] for additional information on our consolidated net sales.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately 10,600 people, excluding contractors and temporary workers, in our operations throughout the world.

During [removed: 2023,] [added: 2024,] West hired approximately [removed: 2,100] [added: 1,800] new team members and experienced an attrition rate of approximately [removed: 21%.][added: 17%.]

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

As of December 31, [removed: 2023,] [added: 2024,] the following table presents the approximate percentage of our employees by business unit:

| Corporate | | | [removed: 5%] [added: 6%] | | |

| Research & Development | | | [removed: 3%] [added: 2%] | | |

As of December 31, [removed: 2023,] [added: 2024,] we had the following global gender demographics:

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

We offer resources such as our tuition reimbursement program and our online learning catalog, with [removed: approximately 43,000] [added: more than 46,000] courses available.

Our focus on talent acquisition, performance management, resource planning and leadership assessment are strongly aligned with our [removed: diversity, equity] [added: inclusion, collaboration,] and [removed: inclusion strategies.][added: innovation strategies, all of which lead to more opportunities, better access to talent and stronger business performance.]

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

During [removed: 2023,] [added: 2024,] we continued to increase internal and external awareness of our ESG commitment by expanding our education and communication regarding our ESG program and initiatives and more closely integrating ESG considerations into our business processes.

Our long-term strategic priorities include focus on talent attraction, retention and [removed: engagement (including efforts to increase the diversity, equity and inclusivity of our workforce to reflect the communities in which we live and work);] [added: engagement;] a climate and greenhouse gas ("GHG") reduction strategy that incorporates renewable energy and reduced absolute and intensity emissions; developing a more sustainable and responsible supply chain; research and development that focuses on issues of sustainability including secondary packaging, beneficial reuse and recyclability; and, reduction of waste and water in our operational processes.

We solicit input from [removed: our employees] [added: a variety of stakeholders including employees, customers, and suppliers] on ways to improve in these and other ESG areas and see continued progress in these areas as critical to maintaining an engaged and responsible workforce.

In Part III of this Form 10-K, we incorporate by reference certain information from parts of other documents filed with the SEC and from our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders [removed: (“2024] [added: (“2025] Proxy Statement”), which will be filed with the SEC within 120 days following the end of our [removed: 2023] [added: 2024] fiscal year.

Our [removed: 2024] [added: 2025] Proxy Statement will be available on our website under the caption *Investors - Financial - Annual Reports & Proxy* when complete.

Please refer to Item 2, *[Properties](#i49e2ff7fe3d645928760b377ff76974e_28)*, for additional information on our manufacturing and other sites.

These risks include currency fluctuations relative to the U.S. Dollar (“USD”) and multiple tax jurisdictions.

| Europe | | | 41% | | |

Through our SEE-DO-SAY program, we train, empower, and expect our team members to proactively identify and mitigate risk before an incident occurs.

Going forward, the ESG program will have an increased focus on compliance, given the increased regulatory requirements, as well as advancing our long-term strategic priorities.

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

*[Risk Factors](#ib60054df1b894c4ab057f58a3450b1ed_19)*".

| Europe | | | 40% | | |

Diversity, Equity and Inclusion

We actively foster an inclusive and collaborative culture and positive employee experiences for our team members where different views and perspectives are welcomed and valued at West.

We are convinced that this approach brings forth innovation, learning and growth for our team members on a global basis.

The Chief Executive Officer ("CEO") and the executive team members review diversity, equity and inclusion objectives throughout the year to ensure continuous focus and drive improvement.

As of December 31, 2023, four out of the ten members of West's Leadership Team are women, while six out of the ten members are women and/or people of color.

We understand that diversity leads to greater innovation, more opportunities, better access to talent and stronger business performance.

Our Recordable Injury Rate in 2023 was 0.74 per 100 employees.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was approximately [removed: $28.2] [added: $23.9] billion based on the closing price as reported on the New York Stock Exchange.

As of [removed: January 25, 2024,] [added: February 6, 2025,] there were [removed: 73,299,296] [added: 72,303,766] shares of the registrant’s common stock outstanding.

| Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K. | | | Part III | | |

| [PART [removed: I](#ib60054df1b894c4ab057f58a3450b1ed_13)] [added: I](#i49e2ff7fe3d645928760b377ff76974e_13)] | | | | | | Page | | |

| [ITEM [removed: 1.](#ib60054df1b894c4ab057f58a3450b1ed_16)] [added: 1.](#i49e2ff7fe3d645928760b377ff76974e_16)] | | | [removed: [BUSINESS](#ib60054df1b894c4ab057f58a3450b1ed_16)] [added: [BUSINESS](#i49e2ff7fe3d645928760b377ff76974e_16)] | | | [removed: [4](#ib60054df1b894c4ab057f58a3450b1ed_16)] [added: [4](#i49e2ff7fe3d645928760b377ff76974e_16)] | | |

| [ITEM [removed: 1A.](#ib60054df1b894c4ab057f58a3450b1ed_19)] [added: 1A.](#i49e2ff7fe3d645928760b377ff76974e_19)] | | | [RISK [removed: FACTORS](#ib60054df1b894c4ab057f58a3450b1ed_19)] [added: FACTORS](#i49e2ff7fe3d645928760b377ff76974e_19)] | | | [removed: [11](#ib60054df1b894c4ab057f58a3450b1ed_19)] [added: [11](#i49e2ff7fe3d645928760b377ff76974e_19)] | | |

| [ITEM [removed: 1B.](#ib60054df1b894c4ab057f58a3450b1ed_22)] [added: 1B.](#i49e2ff7fe3d645928760b377ff76974e_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#ib60054df1b894c4ab057f58a3450b1ed_22)] [added: COMMENTS](#i49e2ff7fe3d645928760b377ff76974e_22)] | | | [removed: [22](#ib60054df1b894c4ab057f58a3450b1ed_22)] [added: [22](#i49e2ff7fe3d645928760b377ff76974e_22)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#ib60054df1b894c4ab057f58a3450b1ed_1947)] [added: [CYBERSECURITY](#i49e2ff7fe3d645928760b377ff76974e_25)] | | | [removed: [2](#ib60054df1b894c4ab057f58a3450b1ed_1947)[3](#ib60054df1b894c4ab057f58a3450b1ed_1947)] [added: [23](#i49e2ff7fe3d645928760b377ff76974e_25)] | | |

| [ITEM [removed: 2.](#ib60054df1b894c4ab057f58a3450b1ed_25)] [added: 2.](#i49e2ff7fe3d645928760b377ff76974e_28)] | | | [removed: [PROPERTIES](#ib60054df1b894c4ab057f58a3450b1ed_25)] [added: [PROPERTIES](#i49e2ff7fe3d645928760b377ff76974e_28)] | | | [removed: [24](#ib60054df1b894c4ab057f58a3450b1ed_25)] [added: [24](#i49e2ff7fe3d645928760b377ff76974e_28)] | | |

| [ITEM [removed: 3.](#ib60054df1b894c4ab057f58a3450b1ed_28)] [added: 3.](#i49e2ff7fe3d645928760b377ff76974e_31)] | | | [LEGAL [removed: PROCEEDINGS](#ib60054df1b894c4ab057f58a3450b1ed_28)] [added: PROCEEDINGS](#i49e2ff7fe3d645928760b377ff76974e_31)] | | | [removed: [25](#ib60054df1b894c4ab057f58a3450b1ed_28)] [added: [25](#i49e2ff7fe3d645928760b377ff76974e_31)] | | |

| [ITEM [removed: 4.](#ib60054df1b894c4ab057f58a3450b1ed_31)] [added: 4.](#i49e2ff7fe3d645928760b377ff76974e_34)] | | | [MINE SAFETY [removed: DISCLOSURES](#ib60054df1b894c4ab057f58a3450b1ed_31)] [added: DISCLOSURES](#i49e2ff7fe3d645928760b377ff76974e_34)] | | | [removed: [25](#ib60054df1b894c4ab057f58a3450b1ed_31)] [added: [25](#i49e2ff7fe3d645928760b377ff76974e_34)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#ib60054df1b894c4ab057f58a3450b1ed_34)] [added: OFFICERS](#i49e2ff7fe3d645928760b377ff76974e_37)] | | | [removed: [25](#ib60054df1b894c4ab057f58a3450b1ed_34)] [added: [25](#i49e2ff7fe3d645928760b377ff76974e_37)] | | |

| [ITEM [removed: 5.](#ib60054df1b894c4ab057f58a3450b1ed_40)] [added: 5.](#i49e2ff7fe3d645928760b377ff76974e_43)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ib60054df1b894c4ab057f58a3450b1ed_40)] [added: SECURITIES](#i49e2ff7fe3d645928760b377ff76974e_43)] | | | [removed: [27](#ib60054df1b894c4ab057f58a3450b1ed_40)] [added: [27](#i49e2ff7fe3d645928760b377ff76974e_43)] | | |

| [ITEM [removed: 6.](#ib60054df1b894c4ab057f58a3450b1ed_43)] [added: 6.](#i49e2ff7fe3d645928760b377ff76974e_46)] | | | [removed: [RESERVED](#ib60054df1b894c4ab057f58a3450b1ed_43)] [added: [RESERVED](#i49e2ff7fe3d645928760b377ff76974e_46)] | | | [removed: [28](#ib60054df1b894c4ab057f58a3450b1ed_43)] [added: [28](#i49e2ff7fe3d645928760b377ff76974e_46)] | | |

| [ITEM [removed: 7.](#ib60054df1b894c4ab057f58a3450b1ed_46)] [added: 7.](#i49e2ff7fe3d645928760b377ff76974e_49)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ib60054df1b894c4ab057f58a3450b1ed_46)] [added: OPERATIONS](#i49e2ff7fe3d645928760b377ff76974e_49)] | | | [removed: [29](#ib60054df1b894c4ab057f58a3450b1ed_46)] [added: [29](#i49e2ff7fe3d645928760b377ff76974e_49)] | | |

| [ITEM [removed: 7A.](#ib60054df1b894c4ab057f58a3450b1ed_55)] [added: 7A.](#i49e2ff7fe3d645928760b377ff76974e_58)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ib60054df1b894c4ab057f58a3450b1ed_55)] [added: RISK](#i49e2ff7fe3d645928760b377ff76974e_58)] | | | [removed: [42](#ib60054df1b894c4ab057f58a3450b1ed_55)] [added: [42](#i49e2ff7fe3d645928760b377ff76974e_58)] | | |

| [ITEM [removed: 8.](#ib60054df1b894c4ab057f58a3450b1ed_58)] [added: 8.](#i49e2ff7fe3d645928760b377ff76974e_61)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ib60054df1b894c4ab057f58a3450b1ed_58)] [added: DATA](#i49e2ff7fe3d645928760b377ff76974e_61)] | | | [removed: [44](#ib60054df1b894c4ab057f58a3450b1ed_58)] [added: [44](#i49e2ff7fe3d645928760b377ff76974e_61)] | | |

| [ITEM [removed: 9.](#ib60054df1b894c4ab057f58a3450b1ed_142)] [added: 9.](#i49e2ff7fe3d645928760b377ff76974e_145)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ib60054df1b894c4ab057f58a3450b1ed_142)] [added: DISCLOSURE](#i49e2ff7fe3d645928760b377ff76974e_145)] | | | [removed: [88](#ib60054df1b894c4ab057f58a3450b1ed_142)] [added: [88](#i49e2ff7fe3d645928760b377ff76974e_145)] | | |

| [ITEM [removed: 9A.](#ib60054df1b894c4ab057f58a3450b1ed_145)] [added: 9A.](#i49e2ff7fe3d645928760b377ff76974e_148)] | | | [CONTROLS AND [removed: PROCEDURES](#ib60054df1b894c4ab057f58a3450b1ed_145)] [added: PROCEDURES](#i49e2ff7fe3d645928760b377ff76974e_148)] | | | [removed: [88](#ib60054df1b894c4ab057f58a3450b1ed_145)] [added: [88](#i49e2ff7fe3d645928760b377ff76974e_148)] | | |

| [ITEM [removed: 9B.](#ib60054df1b894c4ab057f58a3450b1ed_148)] [added: 9B.](#i49e2ff7fe3d645928760b377ff76974e_151)] | | | [OTHER [removed: INFORMATION](#ib60054df1b894c4ab057f58a3450b1ed_148)] [added: INFORMATION](#i49e2ff7fe3d645928760b377ff76974e_151)] | | | [removed: [89](#ib60054df1b894c4ab057f58a3450b1ed_148)] [added: [89](#i49e2ff7fe3d645928760b377ff76974e_151)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ib60054df1b894c4ab057f58a3450b1ed_151)] [added: INSPECTIONS](#i49e2ff7fe3d645928760b377ff76974e_157)] | | | [removed: [89](#ib60054df1b894c4ab057f58a3450b1ed_151)] [added: [89](#i49e2ff7fe3d645928760b377ff76974e_157)] | | |

| [ITEM [removed: 10.](#ib60054df1b894c4ab057f58a3450b1ed_157)] [added: 10.](#i49e2ff7fe3d645928760b377ff76974e_163)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ib60054df1b894c4ab057f58a3450b1ed_157)] [added: GOVERNANCE](#i49e2ff7fe3d645928760b377ff76974e_163)] | | | [removed: [89](#ib60054df1b894c4ab057f58a3450b1ed_157)] [added: [89](#i49e2ff7fe3d645928760b377ff76974e_163)] | | |

| [ITEM [removed: 11.](#ib60054df1b894c4ab057f58a3450b1ed_160)] [added: 11.](#i49e2ff7fe3d645928760b377ff76974e_166)] | | | [EXECUTIVE [removed: COMPENSATION](#ib60054df1b894c4ab057f58a3450b1ed_160)] [added: COMPENSATION](#i49e2ff7fe3d645928760b377ff76974e_166)] | | | [removed: [89](#ib60054df1b894c4ab057f58a3450b1ed_160)] [added: [89](#i49e2ff7fe3d645928760b377ff76974e_166)] | | |

| [ITEM [removed: 12.](#ib60054df1b894c4ab057f58a3450b1ed_163)] [added: 12.](#i49e2ff7fe3d645928760b377ff76974e_169)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ib60054df1b894c4ab057f58a3450b1ed_163)] [added: MATTERS](#i49e2ff7fe3d645928760b377ff76974e_169)] | | | [removed: [90](#ib60054df1b894c4ab057f58a3450b1ed_163)] [added: [90](#i49e2ff7fe3d645928760b377ff76974e_169)] | | |

| [ITEM [removed: 13.](#ib60054df1b894c4ab057f58a3450b1ed_166)] [added: 13.](#i49e2ff7fe3d645928760b377ff76974e_172)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ib60054df1b894c4ab057f58a3450b1ed_166)] [added: INDEPENDENCE](#i49e2ff7fe3d645928760b377ff76974e_172)] | | | [removed: [91](#ib60054df1b894c4ab057f58a3450b1ed_166)] [added: [91](#i49e2ff7fe3d645928760b377ff76974e_172)] | | |

| [ITEM [removed: 14.](#ib60054df1b894c4ab057f58a3450b1ed_169)] [added: 14.](#i49e2ff7fe3d645928760b377ff76974e_175)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ib60054df1b894c4ab057f58a3450b1ed_169)] [added: SERVICES](#i49e2ff7fe3d645928760b377ff76974e_175)] | | | [removed: [91](#ib60054df1b894c4ab057f58a3450b1ed_169)] [added: [91](#i49e2ff7fe3d645928760b377ff76974e_175)] | | |

| [ITEM [removed: 15.](#ib60054df1b894c4ab057f58a3450b1ed_175)] [added: 15.](#i49e2ff7fe3d645928760b377ff76974e_181)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ib60054df1b894c4ab057f58a3450b1ed_175)] [added: SCHEDULES](#i49e2ff7fe3d645928760b377ff76974e_181)] | | | [removed: [91](#ib60054df1b894c4ab057f58a3450b1ed_175)] [added: [91](#i49e2ff7fe3d645928760b377ff76974e_181)] | | |

| [ITEM [removed: 16.](#ib60054df1b894c4ab057f58a3450b1ed_178)] [added: 16.](#i49e2ff7fe3d645928760b377ff76974e_184)] | | | [FORM 10-K [removed: SUMMARY](#ib60054df1b894c4ab057f58a3450b1ed_178)] [added: SUMMARY](#i49e2ff7fe3d645928760b377ff76974e_184)] | | | [removed: [96](#ib60054df1b894c4ab057f58a3450b1ed_178)] [added: [96](#i49e2ff7fe3d645928760b377ff76974e_184)] | | |

Information in this Form 10-K is current as of February [removed: 20, 2024,] [added: 18, 2025,] unless otherwise specified.

| [PART II](#i49e2ff7fe3d645928760b377ff76974e_40) | | | | | | | | |

| [PART III](#i49e2ff7fe3d645928760b377ff76974e_160) | | | | | | | | |

| [PART IV](#i49e2ff7fe3d645928760b377ff76974e_178) | | | | | | | | |

| [SIGNATURES](#i49e2ff7fe3d645928760b377ff76974e_187) | | | | | | [97](#i49e2ff7fe3d645928760b377ff76974e_187) | | |

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

| [PART III](#ib60054df1b894c4ab057f58a3450b1ed_154) | | | | | | | | |

| [PART IV](#ib60054df1b894c4ab057f58a3450b1ed_172) | | | | | | | | |

| [SIGNATURES](#ib60054df1b894c4ab057f58a3450b1ed_181) | | | | | | [97](#ib60054df1b894c4ab057f58a3450b1ed_181) | | |

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

In addition, we retain an external cybersecurity [removed: consultant] [added: consultancy company] to assist [removed: with] [added: when] a cybersecurity event [added: arises,] as needed [removed: and] [added: and, in addition we] maintain appropriate cybersecurity liability insurance.

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

The cybersecurity program is led by our Chief Information Officer and [added: our] VP of Cybersecurity and Infrastructure Support, who provide [removed: quarterly] [added: periodic] updates to the Audit Committee of our Board of Directors, annual updates to the Board of Directors, and regular reports to the West Leadership Team about the program, including information about cyber risk management governance and the status of ongoing efforts to strengthen cybersecurity effectiveness.

[removed: Additionally, our] [added: The] ERM function monitors [removed: cybersecurity risk] and [removed: provides regular] [added: reports on these top risks with periodic] updates to the Audit Committee [removed: of] [added: and] our Board of Directors, annual updates to the Board of Directors, and regular reporting to the West Leadership Team on risk mitigation and response efforts.

Additionally, our ERM program enables a portfolio view of the risks inherent in our business, including cybersecurity.

| United States of America | | | | | | [removed: Phoenix,] [added: Scottsdale,] AZ [added: (1)] (2) | | | | | | [removed: Contract Manufactured Products and] Proprietary Products | | |

| | | | | | | Tempe, AZ (2) | | | | | | Contract Manufactured Products [added: and Proprietary Products] | | |

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

| | | | | | | Scottsdale, AZ (1) (2) | | | | | | Proprietary Products | | |

| Bernard J. Birkett | | | [removed: 55] [added: 56] | | | Senior Vice President and Chief Financial [added: Officer since April 2024. Senior Vice President] and [added: Chief Financial and] Operations Officer [removed: since] [added: from] July [removed: 2022.] [added: 2022 to April 2024.] Senior Vice President and Chief Financial Officer from June 2018 to July 2022. In addition, Treasurer from June 2018 to December 2019 and Principal Accounting Officer from October 2019 to April 2020. Prior to joining West, he spent more than 20 years at Merit Medical Systems, Inc., a leading manufacturer of disposable medical devices, where he served in a number of senior global leadership roles, including Chief Financial Officer and Treasurer, Controller for Europe, Middle East and Africa (EMEA) and Vice President of International Finance. | | |

| Annette F. Favorite | | | [removed: 59] [added: 60] | | | Senior Vice President and Chief Human Resources Officer since October 2015. Prior to joining West, she spent more than 25 years at IBM Corporation, an information technology services company, in a number of strategic and global human resources roles, including Vice President, Global Talent Management, Vice President of Human Resources for Worldwide Software Sales, and Human Resources Leader for the company’s Southwest European Region, based out of Spain. | | |

| Eric M. Green | | | [removed: 54] [added: 55] | | | Chair of the Board since May 2022. Chief Executive Officer since April 2015 and President since December 2015. Prior to joining West, he was Executive Vice President and President of the Research Markets business unit at Sigma-Aldrich Corporation from 2013 to 2015. From 2009 to 2013, he served as Vice President and Managing Director, International, where he was responsible for Asia Pacific and Latin America, and prior thereto, held various commercial and operational roles. | | |

| Kimberly Banks MacKay | | | [removed: 58] [added: 59] | | | Senior Vice President, General Counsel and Corporate Secretary since December 2020. Prior to joining West, from April 2019 to November 2020, she served as Senior Vice President, General Counsel and Corporate Secretary at the Segal Group in New York, a privately held firm specializing in employee benefits and investment consulting. Prior to Segal, she served for over 15 years in a variety of Legal leadership roles for Novartis, a global healthcare company, including Head of U.S. Legal for Novartis Business Service. | | |

| Cindy Reiss-Clark | | | [removed: 50] [added: 51] | | | Chief Commercial Officer since May 2022. Senior Vice President, Global Markets and Commercial Solutions since November 2019. Vice President and General Manger Biologics Market Unit from September 2018 to November 2019. Prior to joining West, she served as Senior Vice President of Global Marketing at Lonza Pharma and Biotech, a leading Contract Development and Manufacturing Business from October 2017 to July 2018. From January 2016 to September 2017, served as Lonza Pharma and Biotech, Senior Vice President of Global Sales. Prior to Lonza, she served for over 15 years in a variety of Commercial leadership roles at SAFC, a division of Sigma-Aldrich Company. | | |

| Chad R. Winters | | | [removed: 45] [added: 46] | | | Vice President, [added: Finance &] Chief Accounting Officer [added: since February 2024. Vice President, Chief Accounting Officer] and Corporate Controller [removed: since] [added: from] May [removed: 2020.] [added: 2020 to February 2024.] Vice President and Corporate Controller [removed: since] [added: from] October [removed: 2019.] [added: 2019 to May 2020.] Prior to joining West, he served as Senior Vice President of Finance & Accounting and Controller of Amneal Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to Amneal, he held roles of increasing responsibility at the Chemours Company, UGI Corporation, and PricewaterhouseCoopers LLP. | | |

| | | | | | | | | |

| Silji Abraham | | | 52 | | | Senior Vice President, Chief Technology Officer since December 2020. Senior Vice President, Chief Digital and Transformation Officer from February 2018 to December 2020. Prior to joining West, he most recently served as Executive Vice President and Chief Information Officer of MilliporeSigma, a subsidiary of Merck KGaA, Darmstadt, Germany. Prior to this role, he served as Chief Information Officer at Sigma-Aldrich Corporation, a leading life science and technology company, and worked in various leadership roles at Invensys Operations Management, ArvinMeritor and Chrysler Group. | | |

| Quintin J. Lai | | | 57 | | | Vice President, Strategy and Investor Relations since January 2016. In addition, Corporate Development responsibilities from January 2016 to September 2021. Prior to joining West, he was Vice President of Investor Relations and Corporate Strategy at Sigma-Aldrich Corporation from 2012 to 2015. From 2002 to 2012, he was at Robert W. Baird & Company, where he held various roles, including Managing Director and Senior Equity Research Analyst of the Life Science Tools and Diagnostic sector and Associate Director of Equity Research. | | |

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WST.” As of [removed: January 25, 2024,] [added: February 6, 2025,] we had [removed: 574] [added: 523] shareholders of record, which excludes beneficial owners whose shares were held by brokerage firms, depositaries and other institutional firms in “street names” for their customers.

We paid a quarterly dividend of [removed: $0.18] [added: $0.19] per share on our common stock in each of the first three quarters of [removed: 2022; $0.19] [added: 2023; $0.20] per share in the fourth quarter of [removed: 2022] [added: 2023] and each of the first three quarters of [removed: 2023;] [added: 2024;] and [removed: $0.20] [added: $0.21] per share in the fourth quarter of [removed: 2023.][added: 2024.]

- such other factors as our Board of Directors may deem [removed: relevant][added: relevant.]

The following table shows information with respect to purchases of our common stock made during the three months ended December 31, [removed: 2023] [added: 2024] by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act:

During the three months ended December 31, [removed: 2023,] [added: 2024,] we purchased [removed: 512,262] [added: 173,246] shares of our common stock under the program at a cost of [removed: $177.0] [added: $54.4] million, or an average price of [removed: $345.56] [added: $314.06] per share.

During the year ended December 31, [removed: 2023,] [added: 2024,] we purchased [removed: 1,265,661] [added: 1,583,032] shares of our common stock under the program at a cost of [removed: $438.3] [added: $560.9] million, or an average price of [removed: $346.34] [added: $354.30] per share.

The following performance graph compares the cumulative total return to holders of our common stock with the cumulative total return of the Standard & Poor’s 500 Index (“S&P 500”) and the Standard & Poor's 500 Health Care Index, for the five years ended December 31, [removed: 2023.][added: 2024.]

The cumulative shareholder return on our common stock is based on an investment of $100 on December 31, [removed: 2018] [added: 2019] and is compared to the cumulative total return of the S&P indices mentioned above over the period with a like amount invested.

[removed: ][added: ]

| October 1 - 31, 2024 | | | | | | 65,531 | | | | | | $ | 297.81 | | | | | 65,531 | | | | | | $ | 35,700,000 | |

| November 1 - 30, 2024 | | | | | | 52,917 | | | | | | 321.15 | | | | | | 52,917 | | | | | | 18,700,000 | | |

| December 1 - 31, 2024 | | | | | | 54,798 | | | | | | 326.64 | | | | | | 54,798 | | | | | | 800,000 | | |

| Total | | | | | | 173,246 | | | | | | $ | 314.06 | | | | | 173,246 | | | | | | $ | 800,000 | |

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

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

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

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

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.

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | | | | $ | [removed: 2,949.8] [added: 2,893.2] | | | | | $ | [removed: 2,886.9] [added: 2,949.8] | | | | | $ | [removed: 2,831.6] [added: 2,886.9] | |

| Cost of goods and services sold | | | | | | [removed: 1,820.6] [added: 1,894.7] | | | | | | [removed: 1,750.7] [added: 1,820.6] | | | | | | [removed: 1,655.8] [added: 1,750.7] | | |

| Gross profit | | | | | | [removed: 1,129.2] [added: 998.5] | | | | | | [removed: 1,136.2] [added: 1,129.2] | | | | | | [removed: 1,175.8] [added: 1,136.2] | | |

| Research and development | | | | | | [removed: 68.4] [added: 69.1] | | | | | | [removed: 58.5] [added: 68.4] | | | | | | [removed: 52.8] [added: 58.5] | | |

| Selling, general and administrative expenses | | | | | | [removed: 353.4] [added: 338.5] | | | | | | [removed: 316.9] [added: 353.4] | | | | | | [removed: 362.8] [added: 316.9] | | |

| Other expense (income) (Note 16) | | | | | | [removed: 31.4] [added: 21.0] | | | | | | [removed: 26.8] [added: 31.4] | | | | | | [removed: 7.9] [added: 26.8] | | |

| Operating profit | | | | | | [removed: 676.0] [added: 569.9] | | | | | | [removed: 734.0] [added: 676.0] | | | | | | [removed: 752.3] [added: 734.0] | | |

| Interest expense | | | | | | [removed: 9.0] [added: 3.0] | | | | | | [removed: 7.9] [added: 9.0] | | | | | | [removed: 8.2] [added: 7.9] | | |

| Interest income | | | | | | [removed: (28.0)] [added: (19.6)] | | | | | | [removed: (5.1)] [added: (28.0)] | | | | | | [removed: (1.0)] [added: (5.1)] | | |

| Other nonoperating [removed: (income)] expense [added: (income)] | | | | | | [removed: (3.0)] [added: 1.0] | | | | | | [removed: 51.3] [added: (3.0)] | | | | | | [removed: (3.8)] [added: 51.3] | | |

| Income before income taxes and equity in net income of affiliated companies | | | | | | [removed: 698.0] [added: 585.5] | | | | | | [removed: 679.9] [added: 698.0] | | | | | | [removed: 748.9] [added: 679.9] | | |

| Income tax expense | | | | | | [removed: 122.3] [added: 107.5] | | | | | | [removed: 114.7] [added: 122.3] | | | | | | [removed: 107.2] [added: 114.7] | | |

| Equity in net income of affiliated companies | | | | | | [removed: (17.7)] [added: (14.7)] | | | | | | [removed: (20.7)] [added: (17.7)] | | | | | | [removed: (20.1)] [added: (20.7)] | | |

| Net income | | | | | | $ | [removed: 593.4] [added: 492.7] | | | | | $ | [removed: 585.9] [added: 593.4] | | | | | $ | [removed: 661.8] [added: 585.9] | |

| Basic | | | | | | $ | [removed: 7.98] [added: 6.75] | | | | | $ | [removed: 7.87] [added: 7.98] | | | | | $ | [removed: 8.89] [added: 7.87] | |

| Diluted | | | | | | $ | [removed: 7.88] [added: 6.69] | | | | | $ | [removed: 7.73] [added: 7.88] | | | | | $ | [removed: 8.67] [added: 7.73] | |

| Basic | | | | | | [removed: 74.3] [added: 73.0] | | | | | | [removed: 74.4] [added: 74.3] | | | | | | 74.4 | | |

| Diluted | | | | | | [removed: 75.3] [added: 73.7] | | | | | | [removed: 75.8] [added: 75.3] | | | | | | [removed: 76.3] [added: 75.8] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | $ | [removed: 593.4] [added: 492.7] | | | | | $ | [removed: 585.9] [added: 593.4] | | | | | $ | [removed: 661.8] [added: 585.9] | |

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

| Foreign currency translation adjustments, net of tax of [added: $3.6,] $1.0, [removed: $2.2,] and [removed: $2.4] [added: $2.2] | | | [removed: 39.4] [added: (112.3)] | | | | | | [removed: (47.3)] [added: 39.4] | | | | | | [removed: (59.3)] [added: (47.3)] | | |

| [removed: Prior service cost] [added: Settlement effects] arising during period, net of tax of $0.0, $0.0, and [removed: $0.5] [added: $20.3] | | | — | | | | | | [removed: —] [added: 0.1] | | | | | | [removed: 1.5] [added: 31.9] | | |

| Net actuarial gain (loss) arising during period, net of tax of [added: $0.3,] $0.4, [removed: $(2.4),] and [removed: $2.1] [added: $(2.4)] | | | [removed: 0.8] [added: 1.1] | | | | | | [removed: (9.3)] [added: 0.8] | | | | | | [removed: 5.9] [added: (9.3)] | | |

| Less: amortization of actuarial (gain) loss, net of tax of [added: $(0.2),] $(0.4), [removed: $(0.1),] and [removed: $0.1] [added: $(0.1)] | | | [removed: (1.3)] [added: (0.8)] | | | | | | [removed: (0.5)] [added: (1.3)] | | | | | | [removed: 0.1] [added: (0.5)] | | |

| Less: amortization of [removed: prior service credit,] [added: other,] net of tax of $0.0, [removed: $0.0,] [added: $(0.1),] and [removed: $(0.1)] [added: $0.1] | | | — | | | | | | [removed: —] [added: (0.3)] | | | | | | [removed: (0.2)] [added: 0.3] | | |

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

| Net (loss) gain on derivatives, net of tax of [added: $(0.9),] $0.0, [removed: $0.2,] and [removed: $0.5] [added: $0.2] | | | [removed: (0.2)] [added: (2.5)] | | | | | | [removed: 1.4] [added: (0.2)] | | | | | | [removed: 0.7] [added: 1.4] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 39.2] [added: (114.3)] | | | | | | [removed: (23.4)] [added: 39.2] | | | | | | [removed: (49.0)] [added: (23.4)] | | |

| Comprehensive income | | | $ | [removed: 632.6] [added: 378.4] | | | | | $ | [removed: 562.5] [added: 632.6] | | | | | $ | [removed: 612.8] [added: 562.5] | |

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 853.9] [added: 484.6] | | | | | $ | [removed: 894.3] [added: 853.9] | |

| Accounts receivable, net | | | [removed: 512.0] [added: 552.5] | | | | | | [removed: 507.4] [added: 512.0] | | |

| Inventories | | | [removed: 434.7] [added: 377.0] | | | | | | [removed: 414.8] [added: 434.7] | | |

| Other current assets | | | [removed: 135.8] [added: 124.0] | | | | | | [removed: 103.0] [added: 135.8] | | |

| Total current assets | | | [removed: 1,936.4] [added: 1,538.1] | | | | | | [removed: 1,919.5] [added: 1,936.4] | | |

| Property, plant and equipment | | | [removed: 2,738.0] [added: 2,985.8] | | | | | | [removed: 2,386.6] [added: 2,738.0] | | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2024, 2023 and 2022

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2024, 2023 and 2022

| Activity related to stock-based compensation | | | — | | | | | | — | | | | | | (98.1) | | | | | | (0.4) | | | | | | 141.4 | | | | | | — | | | | | | — | | | | | | 43.3 | | |

| Balance, December 31, 2024 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 22.1 | | | | | 3.0 | | | | | | $ | (1,057.1) | | | | | $ | 3,956.6 | | | | | $ | (258.1) | | | | | $ | 2,682.3 | |

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2024, 2023 and 2022

| Net income | | | $ | 492.7 | | | | | $ | 593.4 | | | | | $ | 585.9 | |

| Borrowings of long-term debt | | | 164.7 | | | | | | — | | | | | | — | | |

| Principal repayments on finance leases | | | (23.3) | | | | | | (0.1) | | | | | | — | | |

| Excise tax payments | | | (2.0) | | | | | | — | | | | | | — | | |

| ($ in millions) | | | 2024 | | | | | | 2023 | | |

| | | | $ | 377.0 | | | | | $ | 434.7 | |

Conversely, lease expense for finance leases is a front loaded expense recognition pattern over the lease term.

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

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 and determined that it was not necessary to perform the quantitative goodwill impairment test in the current year.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU") No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and enhancement of interim disclosure requirements.

The Company has adopted and implemented the applicable disclosure requirements within this annual report.

In November 2024, the FASB issued guidance that seeks to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions.

The amendments require that at each interim and annual reporting period an entity: (1) disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each of the Company's relevant expense captions; (2) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

Performance obligations satisfied beyond one year are not material as of December 31, 2024.

| Net income | | | $ | 492.7 | | | | | $ | 593.4 | | | | | $ | 585.9 | |

The below table summarizes share repurchases under this program during the years ended December 31:

| Shares repurchased | | | 1,583,032 | | | | | | 1,265,661 | | |

| Total cost of repurchases ($ in millions) | | | $ | 560.9 | | | | | $ | 438.3 | |

| Average price per repurchased share | | | $ | 354.30 | | | | | $ | 346.34 | |

| | | | | | | | | | $ | 2,985.8 | | | | | $ | 2,738.0 | |

| Finance lease - amortization of right-of-use (ROU) assets | | | 0.9 | | | | | | — | | | | | | — | | |

| Finance lease - interest on lease liabilities | | | 0.1 | | | | | | — | | | | | | — | | |

As of December 31, 2023, finance leases were not material.

The following table summarizes the finance lease amounts in the consolidated balance sheets as of December 31, 2024:

| | | | | | | | | | December 31, | | |

| ($ in millions) | | | Balance Sheet Classification | | | | | | 2024 | | |

| ROU assets, net | | | Other noncurrent assets | | | | | | $ | 29.7 | |

| Lease liabilities (current) | | | Other current liabilities | | | | | | $ | 0.9 | |

| Lease liabilities (noncurrent) | | | Other long-term liabilities | | | | | | $ | 2.1 | |

| Operating cash flows from finance leases | | | $ | 0.1 | | | | | $ | — | | | | | $ | — | |

| Financing cash flows from finance leases | | | $ | 23.3 | | | | | $ | 0.1 | | | | | $ | — | |

| Operating leases | | | $ | 41.2 | | | | | $ | 10.7 | | | | | $ | 47.6 | |

| Finance leases | | | $ | 24.6 | | | | | $ | — | | | | | $ | — | |

As of December 31, 2024, the weighted average remaining lease term for finance leases was 6.3 years.

As of December 31, 2023, finance leases were not material.

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

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

| 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 other, net of tax of $(0.1), $0.1, and $0.0 | | | (0.3) | | | | | | 0.3 | | | | | | — | | |

| Balance, December 31, 2020 | | | 75.3 | | | | | | $ | 18.8 | | | | | $ | 267.3 | | | | | 1.3 | | | | | | $ | (167.7) | | | | | $ | 1,846.7 | | | | | $ | (110.6) | | | | | $ | 1,854.5 | |

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

| Acquisition of business | | | — | | | | | | — | | | | | | (2.2) | | |

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

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

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

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

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

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

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

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.

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.

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

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.

| | | | | | |

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

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.

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.

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

| 2024 | | | $ | 20.9 | |

| 2025 | | | 18.7 | | |

| 2026 | | | 15.7 | | |

| 2027 | | | 11.2 | | |

| 2028 | | | 9.5 | | |

| Thereafter | | | 42.1 | | |

| | | | 118.1 | | |

| | | | | | | | | |

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

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.

Based on this evaluation, our CEO and CFO have concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures are effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework established in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Therefore, it is possible to design into the process safeguards [added: to reduce, though not eliminate, this risk.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

During the fourth quarter ended December 31, [removed: 2023,] [added: 2024,] there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

to reduce, though not eliminate, this risk.

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the period covered by this Report.

Eric M.

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

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

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

This plan was terminated on October 24, 2023.

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

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

Information is incorporated by reference from the discussion under the heading *Proposal 1 - Election of Directors*; *Corporate Governance Documents and Policies - West's Code of Conduct*; *Voting and Other Information - Shareholder Proposals or Nominations;* and *Board and Director Information and Policies - Committees - Audit Committee* in our [removed: 2024] [added: 2025] Proxy Statement.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Information about director and executive compensation is incorporated by reference from the discussion under the headings *Director Compensation, Compensation Committee Report, Compensation Discussion and Analysis,* and *Compensation Tables* in our [removed: 2024] [added: 2025] Proxy Statement.

Information required by this Item is incorporated by reference from the discussion under the heading *Stock Ownership* in our [removed: 2024] [added: 2025] Proxy Statement.

The following table sets forth information about the grants of stock options, all share units and other rights under all of the Company’s equity compensation plans as of the close of business on December 31, [removed: 2023.][added: 2024.]

(1) Includes [removed: 1,071,534] [added: 1,047,352] outstanding stock options, [removed: 98,441] [added: 93,373 restricted] performance share units, [removed: 16,461] [added: 18,468] restricted retention share units, and [removed: 109,909] [added: 110,960] deferred stock-equivalents units under the 2016 Plan.

Includes [removed: 350,914] [added: 116,941] outstanding stock options and 89,201 deferred stock-equivalents units under the 2011 Omnibus Incentive Compensation Plan (which was terminated in 2016).

The average term of remaining options is [removed: 4.7] [added: 4.6] years.

The restricted performance share unit payouts were at [added: 107.64%,] 200.00%, [removed: 189.25%,] and [removed: 154.52%] [added: 189.25%] in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

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

(3) Represents [removed: 3,714,353] [added: 3,689,116] shares reserved under the Company’s Employee Stock Purchase Plan and [removed: 1,434,547] [added: 1,334,791] shares remaining available for issuance under the 2016 Plan.

The estimated number of shares that could be issued for [removed: 2023] [added: 2024] from the Employee Stock Purchase Plan is [removed: 137,310.][added: 150,738.]

This number of shares is calculated by multiplying the [removed: 69] [added: 74] shares per offering period per participant limit by [removed: 1,990,] [added: 2,037,] the number of current participants in the plan.

| Equity compensation plans approved by security holders | | | 1,493,423 | | | (1) | | | $ | 176.37 | | (2) | | | 5,023,907 | | | (3) | | |

| Total | | | 1,493,423 | | | | | | $ | 176.37 | | | | | 5,023,907 | | | | | |

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

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

Information called for by this Item is incorporated by reference from the discussion under the heading *Corporate Governance Documents and Policies - Related Person Transactions and Procedures* in our [removed: 2024] [added: 2025] Proxy Statement.

Information about director independence is incorporated by reference from the discussion under the heading *Corporate Governance Documents and Policies - Director Independence* in our [removed: 2024] [added: 2025] Proxy Statement.

Information is incorporated by reference from the discussion under the heading *Independent Auditors and Fees - Fees Paid to PricewaterhouseCoopers LLP* and *Independent Auditors and Fees - Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services* in our [removed: 2024] [added: 2025] Proxy Statement.

Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| For the year ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | |

| Deferred tax asset valuation allowance | | | $ | [removed: 15.1] [added: 15.5] | | $ | [removed: (2.9)] [added: —] | | $ | [removed: —] [added: (2.7)] | | $ | [removed: 12.2] [added: 12.8] | |

| Allowance for credit losses | | | [removed: 1.1] [added: 0.8] | | | [removed: (0.7)] [added: 0.1] | | | [removed: —] [added: (0.1)] | | | [removed: 0.4] [added: 0.8] | | |

| Total allowances deducted from assets | | | $ | [removed: 16.2] [added: 16.3] | | $ | [removed: (3.6)] [added: 0.1] | | $ | [removed: —] [added: (2.8)] | | $ | [removed: 12.6] [added: 13.6] | |

| 3.1 | | | [Our Amended and Restated Articles of [removed: Incorporation] [added: Incorporation, effective April 24, 2024] (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, [removed: 2020,] [added: 2024,] filed July [removed: 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.htm)] [added: 25, 2024).](https://www.sec.gov/Archives/edgar/data/105770/000010577024000066/ex31articlesofincorporat.htm)] | | |

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

| 4.2 | | | [removed: [Article] [added: [Articles] 5, [removed: 6,] 8(c) and 9 of our Amended and Restated Articles of Incorporation [added: effective April 24, 2024] (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, [removed: 2020,] [added: 2024,] filed July [removed: 24, 2020).](https://www.sec.gov/Archives/edgar/data/105770/000010577020000045/ex31articlesofincorpor.htm)] [added: 25, 2024).](https://www.sec.gov/Archives/edgar/data/105770/000010577024000066/ex31articlesofincorporat.htm)] | | |

| [removed: 4.3] [added: 10.15 (2)] | | | [removed: [Article I and V of our Bylaws,] [added: [2016 Omnibus Incentive Compensation Plan,] as amended through [removed: February 23,] [added: May 4,] 2021 (incorporated by reference from our Form 8-k, filed [removed: March 1, 2021).](https://www.sec.gov/Archives/edgar/data/0000105770/000010577021000014/wpsbylawamendmentsfinalfeb.htm)] [added: May 4, 2021).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000030/amendmentno1to2016omnibusi.htm)] | | |

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

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

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

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

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

| [removed: 10.10 (2)] [added: 10.32 (3)] | | | [removed: [Employment] [added: [Second] Agreement, dated August [removed: 28,] [added: 16,] 2016, [added: to amend Agreement] between [removed: David Montecalvo] [added: us] and [added: The Goodyear Tire & Rubber Company and] us (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Form 10-Q report for the quarter ended September 30, 2016, filed October 31, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex101employmentagreement.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/105770/000010577016000101/ex102goodyearamendment.htm)] | | |

| [removed: 10.11(2)] [added: 10.10(2)] | | | [Employment Agreement dated November 4, 2020, between Kimberly MacKay and us (incorporated by reference to Exhibit 10.9 to the Company's Form 10-K report for the year ended December 31, 2021 filed February 22, 2022).](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/exh109kmagreement.htm) | | |

| [removed: 10.12] [added: 10.11] (2) | | | [Employment Agreement dated February 8, 2018, between Silji Abraham and us (incorporated by reference to Exhibit 10.10 to the Company's Form 10-K report for the year ended December 31, 2021 filed February 22, 2022).](https://www.sec.gov/Archives/edgar/data/105770/000162828022003342/siljiabrahamofferletter.htm) | | |

| [removed: 10.13] [added: 10.12] (2) | | | [Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.17 to the Company's 2008 Form 10-K report, filed February 27, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1017.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1017.htm)] | | |

| [removed: 10.14] [added: 10.13] (2) | | | [Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex1014westpharmaceutical.htm)] [added: 2024 (incorporated by reference to Exhibit 10.14 to the Company's 2023 Form 10-K report, filed February 20, 2024).](https://www.sec.gov/Archives/edgar/data/105770/000010577024000015/ex1014westpharmaceutical.htm)] | | |

| [removed: 10.15] [added: 10.14] (2) | | | [Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30, 2013 (incorporated by reference to Exhibit 10.26 to the Company's 2013 Form 10-K report, filed February 27, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000005/ex1026nqdeferredcompensati.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/105770/000010577014000005/ex1026nqdeferredcompensati.htm)] | | |

| 10.16 (2) | | | [removed: [2016] [added: [2011] Omnibus Incentive Compensation [removed: Plan, as amended through May 4, 2021] [added: Plan] (incorporated by reference [removed: from our] [added: to Exhibit 10.1 to the Company's] Form [removed: 8-k,] [added: 8-K] filed May [removed: 4, 2021).](https://www.sec.gov/Archives/edgar/data/105770/000010577021000030/amendmentno1to2016omnibusi.htm)] [added: 6, 2011).](https://www.sec.gov/Archives/edgar/data/105770/000010577011000025/inctiveplan.htm)] | | |

| 10.17 (2) | | | [removed: [2011] [added: [2007] Omnibus Incentive Compensation Plan [added: effective as of May 1, 2007] (incorporated by reference to Exhibit [removed: 10.1] [added: 99.1] to the [removed: Company's] [added: Company’s] Form 8-K filed May [removed: 6, 2011).](http://www.sec.gov/Archives/edgar/data/105770/000010577011000025/inctiveplan.htm)] [added: 4, 2007).](https://www.sec.gov/Archives/edgar/data/105770/000110465907023945/a07-6354_2def14a.htm#a2007OmnibusIncentiveCompensation_015515)] | | |

| [removed: 10.19] [added: 10.18] (2) | | | [Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2006, filed May 10, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906032995/a06-10941_1ex10d2.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/105770/000110465906032995/a06-10941_1ex10d2.htm)] | | |

| [removed: 10.20] [added: 10.19] (2) | | | [Form of Director 2006 Non-Qualified Stock Option Award Notice (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended June 30, 2006, filed August 7, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d1.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d1.htm)] | | |

| [removed: 10.21] [added: 10.20] (2) | | | [Form of Director 2006 Stock Unit Award Notice (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended June 30, 2006, filed August 7, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d2.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/105770/000110465906051878/a06-15767_1ex10d2.htm)] | | |

| [removed: 10.22] [added: 10.21] (2) | | | [Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended June 30, 2007, filed August 3, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/105770/000110465907058768/a07-19128_1ex10d2.htm)] [added: 2007).](https://www.sec.gov/Archives/edgar/data/105770/000110465907058768/a07-19128_1ex10d2.htm)] | | |

| [removed: 10.23] [added: 10.22] (2) | | | [Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2008, filed May 8, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/105770/000110465908031034/a08-11514_1ex10d2.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/105770/000110465908031034/a08-11514_1ex10d2.htm)] | | |

| [removed: 10.24] [added: 10.23] (2) | | | [Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to the Company's 2008 Form 10-K report, filed February 27, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/105770/000010577009000016/exhibit1041.htm)] | | |

| [removed: 10.25] [added: 10.24] (2) | | | [Form of [removed: 2009 Supplemental] [added: 2014] Long-Term Incentive [added: Plan] Award (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended [removed: September 30, 2009,] [added: March 31, 2014,] filed [removed: November 14, 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000049/exhibit101.htm)] [added: May 8, 2014).](https://www.sec.gov/Archives/edgar/data/105770/000010577014000016/ex1012014ltipaward.htm)] | | |

| 10.26 (2) | | | [Form of [removed: 2014 Long-Term] [added: 2019 Performance Stock Unit (PSU) Award issued under the 2016 Omnibus] Incentive [added: Compensation] Plan [removed: Award] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Form 10-Q report for the quarter ended March 31, [removed: 2014,] [added: 2019,] filed May 8, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000016/ex1012014ltipaward.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1022019psuawardagreement.htm)] | | |

| [removed: 10.27] [added: 10.25] (2) | | | [Form of 2014 Stock-Settled Restricted Stock Unit Award (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended June 30, 2014, filed August 1, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/105770/000010577014000046/ex1012014rsuawardletter.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/105770/000010577014000046/ex1012014rsuawardletter.htm)] | | |

| [removed: 10.28] [added: 10.27] (2) | | | [Form of 2019 [removed: Performance] Stock [removed: Unit (PSU)] [added: Option] Award issued under the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company's Form 10-Q report for the quarter ended March 31, 2019, filed May 8, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1022019psuawardagreement.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1032019stockoptionawarda.htm)] | | |

| [removed: 10.30] [added: 10.28] | | | [Indemnification agreements between us and each of our directors (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K report filed January 6, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000002/exh10.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/105770/000010577009000002/exh10.htm)] | | |

| [removed: 10.31] [added: 10.29] (2) | | | [Form of Change-in-Control Agreement between us and certain of our executive officers (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2017, filed October 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/105770/000010577017000050/ex101change-inxcontrolagre.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/105770/000010577017000050/ex101change-inxcontrolagre.htm)] | | |

| [removed: 10.32] [added: 10.30] (3) | | | [Agreement, effective as of January 1, 2005, between us and The Goodyear Tire & Rubber Company (incorporated by reference to Exhibit 10d to the Company's Form 10-Q report for the quarter ended June 30, 2005, filed August 9, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/105770/000010577005000400/exh10d.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/105770/000010577005000400/exh10d.htm)] | | |

| [removed: 10.33] [added: 10.31] (3) | | | [First Agreement, effective as of July 1, 2008, to amend Agreement between us and The Goodyear Tire & Rubber Company (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended March 31, 2009, filed May 6, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/105770/000010577009000027/exhibit101.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/105770/000010577009000027/exhibit101.htm)] | | |

Exhibits - An index of the exhibits is included in this Form 10-K beginning on page [93](#i49e2ff7fe3d645928760b377ff76974e_2464).

| 4.3 | | | [Articles I and IV of our Bylaws, as amended through October 23, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q report for the quarter ended September 30, 2023, filed October 26, 2023).](https://www.sec.gov/Archives/edgar/data/105770/000010577023000068/amendedrestatedbylawsoct20.htm) | | |

| 10.39 | | | [Third Amendment and Incremental Facility Amendment, dated as of July 2, 2024, among the Company, as borrower's representative, each of the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference from our Form 8-k, filed July 8, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/105770/000010577024000055/wst-20240702.htm). | | |

| | | | | | |

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

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

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

| 10.29 (2) | | | [Form of 2019 Stock Option Award issued under the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q report for the quarter ended March 31, 2019, filed May 8, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000020/ex1032019stockoptionawarda.htm) | | |

| 10.38 (4) | | | [Amendment Agreement, dated as of October 15, 2019, between us and Daikyo Seiko, Ltd., (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 16, 2019).](http://www.sec.gov/Archives/edgar/data/105770/000010577019000040/exh101amendmentagreeme.htm) | | |

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

| /s/ Eric M. Green | | | President, Chief Executive Officer and Chair of the Board | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Bernard J. Birkett | | | Senior Vice President, Chief Financial [removed: and Operations] Officer | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Chad R. Winters | | | Vice President, [added: Finance &] Chief Accounting Officer [removed: and Corporate Controller] | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Mark A. Buthman | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ William F. Feehery, Ph.D. | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Robert F. Friel | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Thomas W. Hofmann | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Molly E. Joseph | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Deborah L.V. Keller | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Myla P. Lai-Goldman, M.D. | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Douglas A. Michels | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Paolo Pucci | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

| /s/ Stephen Lockhart, Ph.D. | | | Director | | | February [removed: 20, 2024] [added: 18, 2025] | | |

February 18, 2025

| /s/ Janet Haugen | | | Director | | | February 18, 2025 | | |

| Janet Haugen | | | | | | | | |

| | | | | | | | | |

February 20, 2024