West Pharmaceutical Services Annual Report 2013

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2013 Annual Report

West Pharmaceutical Services, Inc.
2013 Annual Report

Financial Summary
West Pharmaceutical Services, Inc. and Subsidiaries
(dollars in millions, except per share data)

2013

2012

Net sales

$ 1,368.4

$ 1,266.4

Diluted earnings per share:

As reported
Extinguishment of debt
Restructuring, impairment and other charges
Tax adjustments/settlements

1.57
—
—
0.06

1.15
$
0.14
0.06
0.03

As Adjusted (Non-GAAP)

1.63

1.38

All per share data presented in the table above has been retroactively adjusted to reflect the impact of the two-for-one stock
split that was effective in September 2013.

Our 2013 as-reported results include a $0.2 million loss on debt extinguishment and net discrete income tax expense of $3.6
million ($0.06 per diluted share).

Our 2012 as-reported results include an $11.6 million pre-tax loss on debt extinguishment ($9.8 million after tax, or $0.14
per diluted share), restructuring and related charges of $5.5 million pre-tax ($3.5 million after tax, or $0.05 per diluted share),
a $1.2 million increase in acquisition-related contingencies ($1.0 million after tax, or $0.01 per diluted share) and discrete
income tax expense of $2.1 million ($0.03 per diluted share).

Adjusted results are intended to aid investors in understanding the Company’s results and are considered non-GAAP financial
measures. Non-GAAP financial measures should not be considered in isolation or as an alternative to such measures deter-
mined in accordance with GAAP. For a discussion of non-GAAP financial measures, please refer to our 2013 Form 10-K.

On the Cover

The nurse shown on the cover is preparing an injection

50 pharmaceutical companies2, based on 2012 sales. To

with a syringe that incorporates a West NovaPure® brand

serve the global market, West manufactures an average

plunger. Similar scenes occur around the world every

of 100 million components every day.

day, with West’s drug packaging and delivery systems

helping the administration of injectable drugs for millions

of patients.

Since its founding by Herman O. West in 1923, West

has helped create a healthier world. We support our

pharmaceutical customers, healthcare providers and

From initial packaging recommendations to the point of

injection, the West team can help maximize the opportu-

nity for therapeutic success. We are by your side with:

• Systems and devices to help ensure safe, accurate,

cost-effective dosing of injectable drugs

patients with advanced production technologies, expertise

• Drug development risk mitigation solutions

in global regulatory compliance, and an ever-growing

• Ultra-high-quality components for drug packaging

knowledge base of drug product testing, development,

and administration

packaging and delivery.

Today, our systems are used to package and deliver the

world’s top 35 biological products1, and by 49 of the top

1 R&D Pipeline News, La Meire Business Intelligence, May 1, 2013.
2 Pharmaceutical Executive, May 2013.

West Pharmaceutical Services, Inc.
To My Fellow Shareholders

Donald E. Morel, Jr., Ph.D.
Chairman and Chief Executive Officer

I am pleased to report that 2013 was a very successful year for our company.
We generated record sales and made significant progress with our high-value
pharmaceutical packaging and delivery systems programs. These results demon-
strate the strength of the global West team, our products and our markets, and
the value of our long-term strategy.

Our products touch the lives of people around the world. In this report, you can
read about the important role West fulfills with products for diabetes treatment
and the progress we are making with our self-injection technologies. These prod-
ucts, and many more, reflect our promise to customers, to patients and to one
another, that we will work together to achieve the common goal of packaging
and delivering drugs efficiently and safely.

Financial Performance

Our financial performance was very strong in 2013. Sales grew 7.2 percent
on a consolidated currency-neutral basis to $1.37 billion, driven by high-value
product sales and strong international sales growth in our Pharmaceutical
Packaging Systems business segment, and higher proprietary product sales in
the Pharmaceutical Delivery Systems segment. In addition, gross and operating
margins improved to 31.8 percent and 11.9 percent, respectively. Adjusted diluted
earnings per share was $1.63 taking into account the two-for-one stock split
executed in September. Our balance sheet continues to be strong and we are
confident that our business will continue to provide necessary future liquidity.

We increased our research and development investment in key programs such
as the SmartDose® electronic patch injector technology, while maintaining our
capital program to build capacity for high-value product lines, such as Envision™
automated inspection, FluroTec® barrier film, Westar® processing and NovaPure®
components. Most importantly, we secured a $20 million milestone payment
for SmartDose injector technology exclusivity with a major customer. Sales for
Daikyo Crystal Zenith® brand products exceeded our expectations at the outset
of the year, driven by cartridge and vial volumes.

i | 2013 West Annual Report

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By Your Side with
Self-Injection Technologies

The West team is working by the side

of its customers to develop self-injection

technologies. These technologies are

becoming increasingly important for high-

volume, subcutaneous delivery of viscous

or challenging drug products, which may

require extended injection times. Many

of these drugs are prescribed for self-

administration.

One West system in particular, the Smart-
Dose® electronic patch injector technology
platform, gained traction in 2013. In

May, West announced the first customer-

sponsored clinical trial for the SmartDose

system incorporating the Daikyo Crystal
Zenith® cartridge. West is also working with
several pharmaceutical companies that

have expressed interest in the SmartDose

technology platform and are currently

performing drug stability studies in the

Daikyo Crystal Zenith cartridge.

In June 2013, West completed a first-in-

human preliminary study of the SmartDose

technology platform. The study evaluated

multiple attributes of the technology and

the 10 human subjects’ experience with

the self-application and injection process.

The study results will provide valuable

insights for customers as they partner
with West on the SmartDose technology.

Daikyo Crystal Zenith® is a registered trademark of Daikyo Seiko, Ltd.
Crystal Zenith technology is licensed from Daikyo Seiko, Ltd.

I West’s self-injection technologies are designed with
features that promote ease of use for non-healthcare
professionals with minimal disruption to the patient’s
daily life.

I
The SmartDose technology platform is
intended to be used as an integrated
system, with drug filling and final
assembly completed by the
pharmaceutical company.

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ii | 2013 West Annual Report

Chairman’s Message, continued

Our global capacity and product development projects
continue to advance. Our China compression molding
facility is operational and we are integrating that new
capacity into our global manufacturing planning.
Installation of machinery for pharmaceutical seal manu-
facturing in our new India facility is nearing completion,
and validation tests are now underway. We expect to
begin commercial sales from this operation in the next
few months. We will evaluate the timing for construction
of the elastomer compression molding facility in India,
based on our view of demand unfolding in emerging
markets over the course of the year.

We continue to invest in the development of our
proprietary device platforms and expect future growth
from our reconstitution and needle safety systems, in
addition to clinical trial supplies for the SmartDose
technology and Crystal Zenith brand products. Sales of
Crystal Zenith containment systems for current marketed
drugs and clinical samples totaled $17.4 million in 2013,
almost twice the level of 2012. While we made good
progress on a range of programs in 2013, including
having two customers advance Crystal Zenith based
systems into human clinical trials, demand will continue
to fluctuate for the foreseeable future because of the
uncertain timing of validation requirements and future
clinical trials. We now believe there are a total of six
molecules using Crystal Zenith primary containment
systems on formal stability testing, with the potential
for four additional molecules to begin formal stability
testing in 2014.

We secured two new development agreements for the
SmartDose technology in the fourth quarter, along
with our first development program for the ConfiDose®
auto-injector technology.

Our packaging systems backlog entering 2014 was
down 5 percent from the prior year, largely as a result
of the hard work of our operations teams to decrease
order lead-times and back orders on certain high-value

iii | 2013 West Annual Report

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By Your Side for
Insulin Delivery Systems

West is by the side of diabetes patients

with manufacturing technologies and

products that are integral to the packaging

and delivery of insulin around the world.

Nearly 10 percent of West’s sales relate

to products that help patients manage

diabetes. Our customers include the

world’s leaders in developing therapeutics

to minimize the effects of diabetes as well

as companies involved in diagnostic and

delivery technologies.

The West team works with our customers

and product development partners to

understand patients’ needs. We use our

knowledge to develop packaging and

delivery systems that can make it easier

and safer for patients to treat diabetes.

West serves patients through the standard

delivery methods of single and multidose

vial and cartridge/pen-based therapies.

Our products include plungers and seals

for cartridges, molded sub-assemblies

for injection pens, systems for drug

reconstitution, and fluid transfer and plastic

components used in diagnostic and

monitoring devices.

With the advent of new therapies, such

as GLP-1s (glucagon-like peptides), the

West team supports customers developing

new methods to package, prepare and

deliver these medications for treating

diabetes.

I Diabetes is a growing epidemic. The World Health
Organization estimates that nearly 350 million people
worldwide have diabetes, a number expected to
reach more than 550 million by 2030.

I
West’s insulin pen cartridge components
are used by the world’s leading suppliers of
diabetes treatment therapies.

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iv | 2013 West Annual Report

Chairman’s Message, continued

products. In addition, several customers completed
building strategic and special-situation inventory because
of process change validation testing, and the demand for
some generic injectable drugs that were in short supply
throughout 2013 returned to more normal patterns.

Growing Our Business

Turning to our outlook for 2014, we see no fundamental
changes to the primary growth drivers of our business.
Our fundamental strategy will remain focused on
expanding our high-value product lines, lean operations
and selective organic growth in emerging markets for
the Packaging Systems segment, while shifting our
sales mix to West proprietary products in the Delivery
Systems segment. It is also important to recognize the
invaluable contributions of our partners Daikyo Seiko,
Ltd. and The West Company Mexico, S.A. de C.V.

Sales growth for the year is expected to be in the range
of 6 percent to 8 percent on a consolidated basis, yielding
revenues in the range of $1.45 billion to $1.48 billion.
In the Packaging Systems segment, we believe we will
see a continued uptick of our high-value products.
Growth in the Delivery Systems segment is expected to
benefit from new product launches for customers in our
contract manufacturing group and ongoing sales gains
within our proprietary safety, reconstitution and self-
injection technologies.

We expect 2014 to be very active for the Delivery
Systems segment, with a large-scale human trial for
a customer’s drug using our SmartDose injector, a
potential supply agreement for the eris™ needle safety
system, and a customer-funded clinical trial for the
SelfDose injector.

In our contract manufacturing group, two programs
delayed at the end of 2013 are scheduled to go into
production during the first half of 2014. A third
program for a customer’s injection system is expected
to ramp up through the second half of the year as well.

v | 2013 West Annual Report

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By Your Side for
Community Support

Helping people in need is embedded

in West’s culture. Every year, the West

team enriches the lives of people in the

communities where we live and work.

Since the onset of the global West without

Borders program in 2004, we’ve been up

in the air, helping build a tree house for

disabled children attending Camp Victory

in Pennsylvania.

We’ve been down to earth, helping

improve healthcare for children and

adults in South Africa. West’s financial

support helped expand clinical services

in underserved regions.

We’ve bridged cultures, providing support

for a children’s library in China.

We’ve helped create a quiet oasis for the

loved-ones of people undergoing treatment

for cancer at hospitals in Philadelphia by

supporting the American Cancer Society’s

Hope Lodge program.

By supporting West without Borders and

programs such as the United Way and

other local organizations, the West team’s

efforts are helping improve the quality of

life in their communities.

That’s the By-your-side spirit.

West without Borders is not affiliated with Doctors Without Borders®,
which is a registered service mark of Bureau International de Médecins
Sans Frontières.

I West is a proud sponsor of Soldiers To Summits,
a program that helps disabled American veterans
overcome personal barriers and reclaim lives by
using mountaineering as the learning tool for
setting ambitious goals, building world-class
teams, innovating through obstacles and
stepping up to lead and serve others.
The 2013 expedition took a team of
12 service men and women to the
Peruvian Andes Mountains.

I
The West team has
raised funds to help a
school for blind
children in Tibet.

vi | 2013 West Annual Report

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Chairman’s Message, continued

By Your Side

On behalf of the West team around the world, I would
like to thank you, our shareholders, for your continued
support. I would also like to recognize our Directors
for their continued and invaluable guidance, and our
customers’ ongoing confidence and trust.

At the Annual Meeting in May, L. Robert Johnson
plans to retire from the West Board after more than 25
years as a Director. Bob’s advice and counsel have been
extraordinarily valuable during his tenure and we wish
him well in the years ahead.

In February 2014, we welcomed Myla Lai-Goldman,
M.D., Chief Executive Officer and President of
GeneCentric Diagnostics, Inc., to our Board.
Dr. Lai-Goldman is an accomplished physician and
seasoned healthcare executive who brings a wealth of
applicable experience to a strong and engaged Board.

I am extremely proud of our global employees for
embracing our West without Borders campaign. Every
year, West employees raise funds and volunteer time to
support organizations in our local communities that
serve the needs of young people. In 2013, West again
supported children who face a range of physical and
emotional challenges. In 2014, we will celebrate the
10th anniversary of West without Borders, and I am
confident that our West team around the world will
once again lend a helping hand to young people in need.

I cordially invite West shareholders to attend our
Annual Meeting at 9:30 a.m., May 6, 2014, at our
global headquarters building in Exton, Pa.

Sincerely,

vii | 2013 West Annual Report

Donald E. Morel, Jr., Ph.D.
Chairman and Chief Executive Officer

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Leadership in Drug
Packaging and Delivery

West NovaPure®
Components

West Flip-Off® Seals

West Analytical
Services

West Prefillable Component Solutions

West Ready Pack® System

Customer Needs

West’s Solutions

Delivery systems and system components that meet global
regulatory, market and patient requirements

Components, systems and devices to enhance the safety,
compliance and convenience of drug administration

Minimized supply-chain and regulatory risk relating to
patient safety

Global facilities and continuing investment to support customers’
supply-chain and risk-mitigation strategies

Global, multi-site sourcing for risk mitigation

Extremely clean, high-quality packaging components
and systems

Reliable partners that can provide expert regulatory and
technical guidance and support

Prefillable delivery systems for convenience of administration
and dosing accuracy

Systems to satisfy safety and compliance requirements for
self-administered drugs

Ease of reconstituting, mixing and transferring drug products
prior to administration

A collaborative partner with capabilities to design, develop and
manufacture complex delivery systems

Sourcing solutions for non-key competencies

Innovative, easy-to-use delivery systems that differentiate
drug products and promote convenient, safe and accurate
drug delivery

Products and services that can improve time to market for
new drugs

Defect-free packaging components and delivery systems
to help improve total cost of ownership and meet stringent
regulatory requirements

Expertise in high-volume, high-quality manufacturing, including
compression molding, injection molding, high-speed assembly,
vision inspection and drug handling

Extensive use of clean room technologies

Expert knowledge of the interaction between drugs and their
primary packaging and delivery systems

Ability to understand end-user needs and to develop delivery
systems with thorough human-factors engineering

Unsurpassed global technical support and an extensive history
of helping customers succeed with their drug products

Thorough knowledge of global and regional regulatory
environments, with associated procedures and approvals

Strong relationships with industry leaders in related fields to
ensure a fully integrated offering, including user needs analysis,
human-factors engineering, filling and assembly

Drug and Device Master Files that support customers’
regulatory filings

Laboratory testing that helps customers mitigate
regulatory risks

viii | 2013 West Annual Report

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West Needle-Safety Technologies

Daikyo Crystal Zenith®
Prefillable Syringe System

Daikyo Crystal Zenith®
Life-Cycle Solutions

West Self-Injection Technologies

Mixing and Reconstitution Systems

Market Drivers

Major Customers

An aging population with an increasing number of patients
with chronic illnesses

Challenges to improve patient compliance and adherence
to therapies

Increasing requirements to factor patient needs and compliance
into device design

Increasing number of biologic drugs, with most requiring
injectable delivery

Regulatory pressures for systems to improve patient outcomes,
including viable alternatives to glass-based systems, with high
quality, low particles and break resistance

Growth of generic drugs and imminent rapid expansion in the
availability of biosimilar drugs

Trend toward more sensitive and costly drug formulations

Demand for extremely clean packaging and delivery systems
that are safe and promote dosing accuracy

Growing demand for access to advanced healthcare in
emerging markets such as China, India, Brazil, Eastern Europe,
the Middle East and North Africa

Trend toward self-administration of drugs and the need for
convenient, easy-to-use delivery systems

Increasing needs for collaborative business models to achieve
integrated delivery systems

ix | 2013 West Annual Report

Gerresheimer

Roche

Gland Pharma

Sandoz

GlaxoSmithKline

Sanofi

Schott Forma
Vitrum

Strides Group

Teva

Vetter Pharma

Watson

HollisterStier

Hospira

Janssen
Biopharma

Johnson &
Johnson

Medtronic

Merck

Merck Serono

Novartis

Novo Nordisk

Nuova Ompi

Pall Medical

Patheon

Pfizer

Abbott
Laboratories

AbbVie

Abraxis
BioScience

Actavis

Amgen

AstraZeneca

B. Braun

Baxter

Bayer Schering
Pharma

Biogen Idec

Bristol-Myers
Squibb

Catalent

CSL Behring

Dr. Reddy’s
Laboratories

DSM

Eli Lilly

Genentech

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West Worldwide

West is a valuable partner providing

products, services and technical expertise

for pharmaceutical, biopharmaceutical

and healthcare customers around

the world.

Site Functions
1 Global Headquarters
2 Sales
3 Manufacturing
4 Mold and Die Production
5 Research and Development
6 Analytical Laboratories
7 Unconsolidated, Affiliated Company

Mexico
Cuernavaca | 3,7
Mexico City | 2,7

South America
Bogotá, Columbia | 2
Caracas, Venezuela | 2
São Paulo, Brazil | 2,3
Buenos Aires, Argentina | 2

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x | 2013 West Annual Report

Israel

Ra´anana | 2,5
Or Yehuda | 5

Australia
Sydney | 2

xi | 2013 West Annual Report

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Executive Officers

Mark A. Buthman
Senior Vice President and
Chief Financial Officer
Kimberly-Clark
Director since 2011
Board committees: Audit; Nominating
and Corporate Governance

William F. Feehery, Ph.D.
President
Industrial Biosciences at E. I. du Pont
de Nemours and Company
Director since 2012
Board committee: Innovation and
Technology

Thomas W. Hofmann
Retired Senior Vice President
and Chief Financial Officer
Sunoco, Inc.
Director since 2007
Chairman, Independent Directors
Board committees: Audit; Nominating
and Corporate Governance

L. Robert Johnson
Managing Partner
Founders Capital Partners
Director since 1989
Board committee: Innovation and
Technology

Paula A. Johnson, M.D., MPH
Executive Director, Connors Center
for Women’s Health and Gender Biology
Chief, Division of Women’s Health at
Brigham and Women’s Hospital
Director since 2005
Board committees: Audit; Innovation
and Technology

Myla Lai-Goldman, M.D.
President and Chief Executive Officer
GeneCentric Diagnostics, Inc.
Director since 2014
Board committee: Innovation and
Technology

Douglas A. Michels
President and Chief Executive Officer
OraSure Technologies, Inc.
Director since 2011
Board committee: Audit; Compensation

Donald E. Morel, Jr., Ph.D.
Chairman and Chief Executive Officer
Director since 2002

John H. Weiland
President and Chief Operating Officer
C. R. Bard, Inc.
Director since 2007
Board committee: Compensation

Anthony Welters
Executive Vice President and
Member of the Office of the CEO
UnitedHealth Group Inc.
Director since 1997
Board committee: Nominating and
Corporate Governance

Patrick J. Zenner
Retired President and
Chief Executive Officer
Hoffmann-La Roche Inc.
Director since 2002
Board committees: Compensation;
Nominating and Corporate Governance

Honorary Director

Masamichi Sudo
President, Daikyo Seiko, Ltd.

Michael A. Anderson
Vice President and Treasurer

Warwick Bedwell
President
Pharmaceutical Packaging Systems
Asia Pacific Region

Rachael M. Bushey
Vice President, Deputy General Counsel
and Secretary

William J. Federici
Senior Vice President and
Chief Financial Officer

Karen A. Flynn
President
Pharmaceutical Packaging Systems
Americas Region

John R. Gailey III
Senior Vice President, General Counsel
and Compliance Officer

Jeffrey C. Hunt
President
Pharmaceutical Packaging Systems

Heino Lennartz
President
Pharmaceutical Packaging Systems
Europe Region

Richard D. Luzzi
Senior Vice President, Human Resources

Daniel Malone
Vice President and Controller

Donald E. Morel, Jr., Ph.D.
Chairman and Chief Executive Officer

John E. Paproski
President
Pharmaceutical Delivery Systems

Board Committees

Independent Directors

Audit Committee
Mark A. Buthman, Chairman

Compensation Committee
John H. Weiland, Chairman

Innovation and Technology
Committee
William F. Feehery, Ph.D., Chairman

Nominating and Corporate
Governance Committee
Thomas W. Hofmann, Chairman

The Board of Directors has designated directors who are independent of

management as “Independent Directors.” The Independent Directors’ duties

include annual evaluations of the Chief Executive Officer, his leadership succes-

sion plans and achievement of long-range strategic initiatives. The Board also has

established the position of Chairman, Independent Directors, who is responsible

for conferring with the Chief Executive Officer on board-related matters and for

calling meetings of the Independent Directors, as appropriate. Thomas W. Hofmann

is the Board’s Chairman, Independent Directors.

xii | 2013 West Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013
or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of incorporation or organization)

23-1210010
(I.R.S. Employer Identification Number)

530 Herman O. West Drive, Exton, PA

(Address of principal executive offices)

19341-0645

(Zip Code)

Registrant’s telephone number, including area code: 610-594-2900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $.25 per share

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Non-accelerated filer

(Do not check if a smaller reporting company)

Accelerated filer
Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2013 was approximately $2,442,779,937 based on the
closing price as reported on the New York Stock Exchange.

As of January 31, 2014, there were 70,338,515 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Document
Proxy Statement for the Annual Meeting of Shareholders to be held May 6, 2014

Parts Into Which Incorporated
Part III

TABLE OF CONTENTS

PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
EXECUTIVE OFFICERS OF THE COMPANY

BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES

PART II
ITEM 5.

ITEM 6.
ITEM 7.

ITEM 7A.

ITEM 8.
ITEM 9.

ITEM 9A.
ITEM 9B.

PART III
ITEM 10.
ITEM 11.
ITEM 12.

ITEM 13.

ITEM 14.

PART IV
ITEM 15.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

EXHIBIT INDEX

Page
3
8
14
15
16
16
16

18
20

39
41

78
78
79

79
79

80
80

F-1

PART I

ITEM 1. BUSINESS

General

West Pharmaceutical Services, Inc. (which may be referred to as West, the Company, we, us or our) is a manufacturer of
components and systems for the packaging and delivery of injectable drugs as well as delivery system components for the
pharmaceutical, healthcare and consumer products industries. Our products include stoppers and seals for vials, prefillable
syringe components and systems, components for intravenous and blood collection systems, safety and administration systems,
advanced injection systems, and contract design and manufacturing services. Our customers include the leading global
producers and distributors of pharmaceuticals, biologics, medical devices and personal care products. The Company was
incorporated under the laws of the Commonwealth of Pennsylvania on July 27, 1923.

All trademarks and registered trademarks used in this report are the property of West Pharmaceutical Services, Inc., either
directly or indirectly through its subsidiaries unless noted otherwise. Teflon® is a registered trademark of E.I. du Pont de
Nemours and Company. Daikyo Crystal Zenith® (“CZ”) is a registered trademark of Daikyo Seiko, Ltd. ("Daikyo").

Throughout this report, references to “Notes” refer to the Notes to Consolidated Financial Statements included in Part II, Item 8
of this Annual Report on Form 10-K ("Form 10-K"), unless otherwise indicated.

West Website

We maintain a website at www.westpharma.com. Our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 are available on our website under the Investors - SEC Filings caption as soon as reasonably practical after we
electronically file the material with, or furnish it to, the Securities and Exchange Commission (“SEC”). These filings are also
available to the public over the Internet at the SEC's website at www.sec.gov. You may also read and copy any document we file
at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room.

Throughout 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 2014 Annual Meeting of Shareholders (“2014 Proxy Statement”), which will be filed with
the SEC within 120 days following the end of our 2013 fiscal year. Our 2014 Proxy Statement will be available on our website
on or about March 31, 2014, under the caption Investors - Proxy Materials.

Information about our corporate governance, including our Corporate Governance Principles and Code of Business Conduct, as
well as information about our Directors, Board Committees, Committee Charters, and instructions on how to contact the Board
is available on our website under the Investors - Corporate Governance caption. We intend to make any required disclosures
regarding any amendments of our Code of Business Conduct or waivers granted to any of our directors or executive officers
under the heading Code of Business Conduct on our website. Information relating to the West Pharmaceutical Services
Dividend Reinvestment Plan is also available on our website under the Investors - Transfer Agent/Dividend Reinvestment
Program caption.

We will provide any of the foregoing information without charge upon written request to John R. Gailey III, Senior Vice
President, General Counsel and Chief Compliance Officer, West Pharmaceutical Services, Inc., 530 Herman O. West Drive,
Exton, PA 19341.

Business Segments

Our business operations are organized into two reportable segments, which are aligned with the underlying markets and
customers they serve. Our reportable segments are the Pharmaceutical Packaging Systems segment (“Packaging Systems”) and
the Pharmaceutical Delivery Systems segment (“Delivery Systems”).

Packaging Systems Segment

Our Packaging Systems segment develops, manufactures and sells primary packaging components and systems for injectable
drug delivery, including stoppers and seals for vials, closures and other components used in syringe, intravenous and blood
collection systems, and prefillable syringe components. The growth strategy for Packaging Systems includes organic growth
through market segmentation, new-product innovation, strategic acquisitions and geographic expansion. We have
manufacturing facilities in North and South America, Europe and Asia, with affiliated companies in Mexico and Japan. See
Item 2, Properties, for additional information on our manufacturing and other sites.

Packaging Systems consists of three operating segments - Americas, Europe and Asia Pacific - which are aggregated for
reporting purposes.

Packaging Systems' products generally consist of elastomeric components offered in a variety of standard and customer-specific
configurations and formulations, which are available with advanced barrier films and coatings to enhance their performance.
West FluroTec barrier film is applied to reduce the risk of product loss by contamination and protect the shelf life of packaged
drugs. We also apply a Teflon coating to the surface of stoppers and plungers to improve compatibility between the closure and
the drug. B2-coating is a coating applied to the surface of stoppers and plungers using a process that eliminates the need for
conventional silicone application. It helps manufacturers reduce product rejections due to trace levels of silicone molecules
found in non-coated packaged drug compounds. FluroTec and B2-coating technologies are licensed from Daikyo.

In addition, our Westar® RS and Westar RU post-manufacturing processes are documented and fully validated procedures for
washing and siliconizing stoppers and syringe components to remove biological materials and endotoxins. The Westar RS
process prepares components for introduction into the customer's sterilizer and the Westar RU process provides sterilized
components. These processes increase the overall efficiency of injectable drug production by outsourcing component
processing, thereby eliminating steps otherwise required in each of our customers' manufacturing processes, and help to assure
compliance with the latest regulatory requirements for component preparation. We also offer Envision™ components that are
inspected using automated vision inspection systems, ensuring that components (plungers and stoppers) meet enhanced quality
specifications for visible and subvisible particulate and contamination.

Our recently-introduced NovaPure® components, which include serum and lyophilization stoppers and syringe plungers,
incorporate quality by design principles and are manufactured utilizing advanced process technologies. The closures provide the
highest levels of quality to the market, helping to ensure the safety, efficacy and purity of injectable drug products.

Our tamper-evident Flip-Off® seals are sold in a wide range of sizes and colors to meet customers' needs for product
identification and differentiation. The seals can be provided using proprietary printing for cautionary statements and embossing
technology that can serve as a counterfeiting deterrence.

As an adjunct to our Packaging Systems products, we offer contract analytical laboratory services for testing and evaluating
primary drug-packaging components and their compatibility with the contained drug formulation. West Analytical Services
provides us and our customers with in-depth knowledge and analysis of the interaction and compatibility of drug products with
elastomer, glass and plastic packaging components. Our analytical laboratories also provide specialized testing for complete
drug delivery systems.

See Note 4, Segment Information, for net sales information for Packaging Systems.

Delivery Systems Segment

Our Delivery Systems segment develops, manufactures and sells safety and administration systems, multi-component systems
for drug administration and a variety of custom contract-manufacturing solutions targeted to the healthcare and consumer-
products industries. Delivery Systems has expertise in product design and development, including in-house mold design and
construction, an engineering center for developmental and prototype tooling, process design and validation and high-speed
automated assemblies. In addition, Delivery Systems is responsible for the continued development and commercialization of
our line of proprietary healthcare, administrative and advanced injection systems, including Daikyo CZ, SmartDose® and other
systems. Delivery Systems has manufacturing operations in North America and Europe. See Item 2, Properties, for additional
information on our manufacturing and other sites.

Delivery Systems offers a variety of products and services, which are described below:

We offer customer contract-manufacturing and assembly solutions, which use such technologies as multi-component molding,
in-mold labeling, ultrasonic welding and clean room molding and device assembly used to manufacture customer-owned
components and devices used in surgical, diagnostic, ophthalmic, other drug delivery systems, personal care and consumer
products.

Our administration systems include sterile devices for the administration of drug products, including patented products such as
the MixJectTM transfer device, the Mix2VialTM needleless reconstitution system and vial adapters.

Examples of our safety systems that are designed to prevent needle sticks are érisTM and NovaGuardTM SA for prefilled syringes
and NovaGuard LP for luer lock syringes.

The Daikyo CZ 1ml long Insert Needle syringe system is the market's first syringe system without silicone oil lubrication
applied to the barrel or plunger that incorporates an insert-molded needle to avoid the need for adhesive. The luer lock version
of the Daikyo CZ syringe system was introduced previously, along with several sizes of sterile vials. Additional sizes of vials
continue to be introduced. CZ technology is licensed from Daikyo.

Our SmartDose electronic patch injector system is under evaluation by many biopharmaceutical companies. This system is
designed for controlled, subcutaneous delivery of high volume and high viscosity drugs, using prefilled Daikyo CZ cartridges.
The system is fully programmable, has a single push-button operation and a hidden needle for safety.

The ConfiDose® auto-injector and SelfDoseTM self-injection systems enhance patient compliance and safety. The needle
remains shielded at all times and retracts automatically after the injection. These systems eliminate preparation steps and
automate the injection of drugs, providing patients with a sterile, single-use disposable system that can be readily used at home.

See Note 4, Segment Information, for net sales information for Delivery Systems.

Restructuring Initiatives

In December 2010, our Board of Directors approved a restructuring plan (the "2010 plan") designed to reduce our cost structure
and improve operating efficiency. The 2010 plan involved the 2011 closure of a plant in the United States ("U.S."), a reduction
in operations at a manufacturing facility in England, and the elimination of certain operational and administrative functions at
other locations. Under the 2010 plan, we incurred restructuring and related charges of $21.9 million, including $2.1 million in
2012 and $5.3 million in 2011. We did not incur any restructuring and related charges related to the 2010 plan during 2013, and
we do not expect to incur any future charges related to the 2010 plan. The remaining restructuring obligations related to the
2010 plan were reduced to zero at December 31, 2013.

See Note 2, Restructuring and Other Items, for further discussion.

International

We have significant operations outside of the U.S., which are managed through the same business segments as our U.S.
operations – Packaging Systems and Delivery Systems. Sales outside of the U.S. accounted for 55% of consolidated net sales
in 2013. For a geographic breakdown of sales, see Note 4, Segment Information.

Although the general business processes are similar to the domestic business, international operations are exposed to additional
risks. These risks include currency fluctuations relative to the U.S. dollar, multiple tax jurisdictions and, particularly in South
America and Israel, political and social issues that could destabilize local markets and affect the demand for our products.

See further discussion of our international operations, the risks associated with our international operations, and our attempt to
minimize some of these risks in Part I, Item 1A, Risk Factors; Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations under the caption Financial Condition, Liquidity and Capital Resources; Part II,
Item 7A, Quantitative and Qualitative Disclosures About Market Risk; Note 1 under the captions Financial Instruments and
Foreign Currency Translation;and Note 11, Derivative Financial Instruments.

Raw Materials

We use three basic raw materials in the manufacture of our products: elastomers, aluminum and plastic. Elastomers include both
natural and synthetic materials. We currently have access to adequate supplies of these raw materials to meet our production
needs through agreements with suppliers.

We employ a supply-chain management strategy in our business segments, which involves purchasing from integrated suppliers
that control their own sources of supply. Due to regulatory control over our production processes, and the cost and time
involved in qualifying suppliers, we rely on single-source suppliers for many critical raw materials. We purchase certain of our
raw materials in the open market. This strategy increases the risk that our supply chain may be interrupted in the event of a
supplier production problem. These risks are managed, where possible, by selecting suppliers with multiple manufacturing
sites, rigorous quality control systems, surplus inventory levels and other methods of maintaining supply in case of an
interruption in production.

Intellectual Property Rights

Intellectual property, including patents, trade secrets and know-how, is important to our business. We own or license intellectual
property rights, including issued patents and pending patent applications in the U.S. and in other countries, that relate to various
aspects of our products. In particular, key value-added and proprietary products and processes are licensed from Daikyo. Our
intellectual property rights have been useful in establishing our market share and in the growth of our business, and are
expected to continue to be of value in the future. Although important in the aggregate, we do not consider our business to be
materially dependent on any individual patent or license.

Seasonality

Although our Packaging Systems business is not inherently seasonal, sales and operating profit in the second half of the year
are typically lower than the first half primarily due to scheduled plant shutdowns in conjunction with our customers' production
schedules and the year-end impact of holidays on production.

Working Capital

We are required to carry significant amounts of inventory to meet customer requirements. In addition, some of our supply
agreements require us to purchase inventory in bulk orders, which increases inventory levels but decreases the risk of supply
interruption. Levels of inventory are also influenced by the seasonal patterns addressed above. For a more detailed discussion of
working capital, please see the discussion in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations under the caption Financial Condition, Liquidity and Capital Resources.

Marketing

Our Packaging Systems customers include practically every major branded pharmaceutical, generic and biopharmaceutical
company in the world. Packaging Systems components and other products are sold to major pharmaceutical, biotechnology and
hospital supply/medical device companies, which incorporate them into their products for distribution to the ultimate end-user.

Our Delivery Systems segment sells to many of the world's largest pharmaceutical, biopharmaceutical and medical device
companies and to large customers within the personal care and food-and-beverage industries. Delivery Systems components
generally are incorporated into our customers' manufacturing lines for further processing or assembly.

Our products and services are distributed primarily through our own sales force and distribution network, with limited use of
contract sales agents and regional distributors.

Our ten largest customers accounted for 39.2% of our consolidated net sales in 2013, but none of these customers individually
accounted for more than 10% of net sales.

Order Backlog

At December 31, 2013 and 2012, the order backlog for Packaging Systems was $336.6 million and $349.1 million, respectively.
The decrease in the order backlog for Packaging Systems reflects a combination of factors, including several customers
completing strategic stock-building and our improved delivery performance and resulting shorter lead-times, particularly for
some key high-value products. Order backlog includes firm orders placed by customers for manufacture over a period of time
according to their schedule or upon confirmation by the customer. We also have contractual arrangements with a number of our
customers. Products covered by these contracts are included in our backlog only as orders are received. The entire order
backlog for Packaging Systems at December 31, 2013 is expected to be filled during 2014.

Competition

We compete with several companies across our Packaging Systems product lines. However, we believe that we supply a major
portion of the U.S. market for pharmaceutical elastomer and metal packaging components and also have a significant share of
the European market for these components. Because of the special nature of our pharmaceutical packaging components and our
long-standing participation in the market, competition is based primarily on product design and performance, although total
cost is becoming increasingly important as pharmaceutical companies continue with aggressive cost-control programs across
their operations.

We differentiate ourselves from our competition as a "full-service, value-added" global supplier that can provide pre-sale
formula and engineering development, analytical services, regulatory expertise and post-manufacturing technologies, as well as
after-sale technical support. Customers also appreciate the global scope of West's manufacturing capability and our ability to
produce many products at multiple sites.

Our Delivery Systems business competes in very competitive markets for both healthcare and consumer products. The markets
we serve are also served by many competitors and, therefore, our market shares are generally less than 5% of the total global
markets. The competition varies from smaller regional companies to large global molders that command significant market
shares. There are extreme cost pressures and many of our customers look off-shore to reduce cost. We differentiate ourselves by
leveraging our global capability and by employing new technologies such as high-speed automated assembly, insert-molding,
multi-shot molding and expertise with multiple-piece closure systems.

Because of the more demanding regulatory requirements in the medical device component area, there are a smaller number of
competitors, mostly large-scale companies. We compete for this market on the basis of our reputation for quality and reliability
in engineering and project management, diverse contract manufacturing capabilities and knowledge of and experience in
complying with FDA requirements. With our range of proprietary technologies, we compete with new and established
companies in the area of drug delivery devices, including suppliers of prefillable syringes, auto-injectors, safety needles and
other proprietary systems.

Research and Development Activities

We maintain our own research-scale production facilities and laboratories for developing new products, and offer contract
engineering design and development services to assist customers with new product development. Our quality control,
regulatory and laboratory testing capabilities are used to ensure compliance with applicable manufacturing and regulatory
standards for primary and secondary pharmaceutical packaging components. The engineering departments are responsible for
product and tooling design and testing, and for the design and construction of processing equipment. We continue to seek new
innovative opportunities for acquisition, licensing, partnering or development within injectable packaging and delivery systems,
most of which will be manufactured and marketed by our Delivery Systems segment. Research and development spending will
continue to increase as we pursue innovative strategic platforms in prefillable syringe, injectable container, advanced injection
and safety and administration systems.

Commercial development of our new products and services for medical and pharmaceutical applications commonly requires
several years. New products that we develop may require separate approval as medical devices, and products that are intended
to be used in packaging and delivery of pharmaceutical products will be subject to both customer acceptance of our products
and regulatory approval of the customer's products following our development period.

We spent $15.1 million in 2013, $12.7 million in 2012, and $11.6 million in 2011 on research and development for Packaging
Systems. Delivery Systems incurred research and development costs of $22.8 million, $20.5 million, and $17.5 million in the
years 2013, 2012 and 2011, respectively.

Environmental Regulations

We are subject to various federal, state and local provisions regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment. Our compliance with these laws and regulations has not had a material
impact on our financial position, results of operations or cash flows. There were no material capital expenditures for
environmental control facilities in 2013 and there are no material expenditures planned for such purposes in 2014.

Employees

As of December 31, 2013, we employed approximately 6,900 people in our operations throughout the world.

ITEM 1A. RISK FACTORS

The statements in this section describe major risks to our business and should be considered carefully. In addition, these
statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

Our disclosure and analysis in this Form 10-K contains some forward-looking statements that are based on management's
beliefs and assumptions, current expectations, estimates and forecasts. We also provide forward-looking statements in other
materials we release to the public as well as oral forward-looking statements. Such statements give our current expectations or
forecasts of future events. They do not relate strictly to historical or current facts. We have attempted, wherever possible, to
identify forward-looking statements by using words such as “estimate,” “expect,” “intend,” “believe,” “plan,” “anticipate”
and other words and terms of similar meaning. In particular, these include statements relating to future actions, business plans
and prospects, new products, future performance or results of current or anticipated products, sales efforts, expenses, interest
rates, foreign-exchange rates, economic effects, the outcome of contingencies, such as legal proceedings, and financial results.

Many of the factors that will determine our future results are beyond our ability to control or predict. Achievement of future
results is subject to known or unknown risks or uncertainties, and therefore, actual results could differ materially from past
results and those expressed or implied in any forward-looking statement. You should bear this in mind as you consider forward-
looking statements.

Unless required by applicable securities law, we undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. We also refer you to further disclosures we make on related
subjects in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K to the SEC.

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

The current uncertainty in the global economy, including the continuing effects of recession or slow economic growth in the
U.S. and Europe, may negatively affect our operating results. Examples of the effects of these continuing global economic
challenges include: our suppliers' and our customers' inability to access the credit markets at commercially reasonable rates;
reduction in sales due to customers decreasing their inventories in the near-term or long-term or due to liquidity difficulties;
reduction in sales due to shortages of materials we purchase from our suppliers; reduction in research and development efforts
and expenditures by our customers; our inability to hedge our currency and raw material risks sufficiently or at commercially
reasonable prices; insolvency of suppliers or customers; inflationary pressures on our supplies or our products; and increased
expenses due to growing taxation of corporate profits or revenues. Our operating results in one or more geographic regions may
also be affected by uncertain or changing economic conditions within that region. If economic and market conditions in the
U.S. or Europe weaken further, we may experience material adverse impacts on our business, financial condition and results of
operations.

Our sales and profitability are largely dependent on the sale of drug products delivered by injection and the packaging
of drug products. If the products developed by our customers in the future use another delivery system, our sales and
profitability could suffer.

Our business depends to a substantial extent on customers' continued sales and development of products that are delivered by
injection. If our customers fail to continue to sell, develop and deploy new injectable products or we are unable to develop new
products that assist in the delivery of drugs by alternative methods, our sales and profitability may suffer.

If we are unable to provide comparative value advantages, timely fulfillment of customer orders or resist pricing
pressure, we will have to reduce our prices, which may reduce our profit margins.

We compete with several companies across our major product lines. Because of the special nature of these products,
competition is based primarily on product design and performance, although total cost is becoming increasingly important as
pharmaceutical companies continue with aggressive cost control programs across their entire operations. Competitors often
compete on the basis of price. We differentiate ourselves from our competition as a "full-service value-added" supplier that is
able to provide pre-sale compatibility studies and other services and sophisticated post-sale technical support on a global basis.
However, we face continued pricing pressure from our customers and competitors. If we are unable to resist or to offset the
effects of continued pricing pressure through our value-added services, improved operating efficiencies and reduced
expenditures, or if we have to reduce our prices, our sales and profitability may suffer.

Consolidation in the pharmaceutical and healthcare industries could adversely affect our future revenues and operating
income.

The pharmaceutical and medical technology industries have experienced a significant amount of consolidation. As a result of
this consolidation, competition to provide goods and services to customers has increased. In addition, group purchasing
organizations and integrated health delivery networks have served to concentrate purchasing decisions for some customers,
which has placed pricing pressure on suppliers. Further consolidation within the industries we serve could exert additional
pressure on the prices of our products.

We are subject to regulation by governments around the world, and if these regulations are not complied with, existing
and future operations may be curtailed, and we could be subject to liability.

The design, development, manufacturing, marketing and labeling of certain of our products and our customers' products that
incorporate our products are subject to regulation by governmental authorities in the U.S., Europe and other countries, including
the FDA and the European Medicines Agency. Complying with governmental regulation can be costly and can result in required
modification or withdrawal of existing products and a substantial delay in the introduction of new products. Failure to comply
with applicable regulatory requirements or failure to obtain regulatory approval for a new product could result in expenses and
actions that could adversely affect our business and financial performance.

Products incorporating our technologies are subject to regulations and extensive approval or clearance processes, which
make the timing and success of new-product commercialization difficult to predict.

The process of obtaining FDA and other required regulatory approvals is expensive and time-consuming. Historically, most
medical devices incorporating our technologies have been subject to the FDA's 510(k) marketing approval process, which
typically lasts from six to nine months. Supplemental or full pre-market approval reviews require a significantly longer period,
delaying commercialization. Pharmaceutical products incorporating our technologies are subject to the FDA's New Drug
Application process, which typically takes a number of years to complete. Additionally, biotechnology products incorporating
our technologies are subject to the FDA's Biologics License Application process, which also typically takes a number of years
to complete. Outside of the U.S., sales of medical devices and pharmaceutical or biotechnology products are subject to
international regulatory requirements that vary from country to country. The time required to obtain approval for sale
internationally may be longer or shorter than that required for FDA approval.

Changes in the regulation of drug products and devices may increase competitive pressure and adversely affect our
business.

An effect of the governmental regulation of our customers' drug products, devices, and manufacturing processes is that
compliance with regulations makes it costly and time-consuming for customers to substitute or replace components and devices
produced by one supplier with those from another. The regulation of our customers' products that incorporate our components
and devices has increased over time. If the applicable regulations were to be modified in a way that reduced the cost and time
involved for customers to substitute one supplier's components or devices for those made by another, it is likely that the
competitive pressure would increase and adversely affect our sales and profitability.

If we are not successful in protecting our intellectual property rights, we may harm our ability to compete.

Our patents, trademarks and other intellectual property are important to our business. We rely on patent, trademark, copyright,
trade secret, and other intellectual property laws, as well as nondisclosure and confidentiality agreements and other methods, to
protect our proprietary information, technologies and process. We also have obligations with respect to the non-use and non-
disclosure of third party intellectual property. We may need to engage in litigation or similar activities to enforce our intellectual
property rights, to protect our trade secrets or to determine the validity and scope of proprietary rights of others. Any such
litigation could require us to expend significant resources and divert the efforts and attention of our management and other
personnel from our business operations. We cannot assure you that the steps we will take to prevent misappropriation,
infringement or other violation of our intellectual property or the intellectual property of others will be successful. In addition,
effective patent, copyright, trademark and trade secret protection may be unavailable or limited for some of our trademarks and
patents in some countries. Failure to protect our intellectual property could harm our business and results of operations. In
addition, we may not prevent competitors from independently developing products and services similar or duplicative to ours.

Disruption in our manufacturing facilities could have a material adverse effect on our ability to make and sell products
and have a negative impact on our reputation, performance or financial condition.

We have manufacturing sites all over the world. In addition, in some instances, the manufacturing of certain product lines is
concentrated in one or more of our plants. The functioning of our manufacturing and distribution assets and systems could be
disrupted for reasons either within or beyond our control, including: extreme weather or longer-term climatic changes; natural
disasters; pandemic; war; accidental damage; disruption to the supply of material or services; product quality and safety issues;
systems failure; workforce actions; or environmental contamination. There is a risk that incident management systems in place
may prove inadequate and that any disruption may materially adversely affect our ability to make and sell products and,
therefore, materially adversely affect our reputation, performance or financial condition.

The medical technology industry is very competitive and customer demands and/or new products in the marketplace
could cause a reduction in demand.

The medical technology industry is subject to rapid technological changes, and we face significant competition across our
product lines and in each market in which our products are sold. We face this competition from a wide range of companies.
These include large medical device companies, some of which have greater financial and marketing resources than we do. We
also face competition from firms that are more specialized than we are with respect to particular markets. In some instances,
competitors, including pharmaceutical companies, also offer, or are attempting to develop, alternative therapies for diseases that
may be delivered without a medical device. The development of new or improved products, processes or technologies by other
companies (such as needle-free injection technology) may render some of our products or proposed products obsolete or less
competitive. In addition, failure to meet increased customer quality expectations could cause a reduction in demand.

Our international sales and operations are subject to risks and uncertainties that vary by country and which could have
a material adverse effect on our business and/or results of operations.

We conduct business in most of the major pharmaceutical markets in the world. Our international operations and our ability to
implement our overall business strategy (including our plan to continue expanding into emerging and/or faster-growing markets
outside the U.S.) are subject to risks and uncertainties that can vary by country, and include: transportation delays and
interruptions; political and economic instability and disruptions; imposition of duties and tariffs; import and export controls; the
risks of divergent business expectations or cultural incompatibility inherent in establishing and maintaining operations in
foreign countries; difficulties in staffing and managing multi-national operations; labor strikes and/or disputes; and potentially
adverse tax consequences. Limitations on our ability to enforce legal rights and remedies with third parties or our joint venture
partners outside of the U.S. could also create exposure. In addition, we may not be able to operate in compliance with foreign
laws and regulations, or comply with applicable customs, currency exchange control regulations, transfer pricing regulations or
any other laws or regulations to which we may be subject, in the event that these laws or regulations change. Any of these
events could have an adverse effect on our international operations in the future by reducing the demand for our products,
decreasing the prices at which we can sell our products or otherwise have an adverse effect on our financial condition, results of
operations and cash flows.

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

Sales outside of the U.S. accounted for 55% of our consolidated net sales in 2013. We anticipate that sales from international
operations will continue to represent a significant portion of our total sales, and we intend to continue our expansion into
emerging and/or faster-growing markets outside of the U.S. In addition, many of our manufacturing facilities and suppliers are
located outside of the U.S. Virtually all of the international sales and related operating costs are denominated in the currency of
the local country and translated into U.S. dollars, which can result in significant fluctuations in the amount of those sales or
earnings. The exchange rates between these currencies and the U.S. dollar in recent years have fluctuated significantly and may
continue to do so in the future. In addition to translation risks, we incur currency transaction gains or losses when we or one of
our subsidiaries enters into a purchase or sales transaction in a currency other than that entity's local currency. In order to reduce
our exposure to fluctuations in certain exchange rates, we have entered, and expect to enter, into hedging arrangements,
including the use of financial derivatives. There can be no certainty that we will be able to enter into or maintain effective
hedges of currency risks, which could have a significant effect on our financial condition and operating results.

Disruptions in the supply of key raw materials could adversely impact our operations.

We generally purchase our raw materials and supplies required for the production of our products in the open market. For
reasons of quality assurance, sole source availability or cost effectiveness, many components and raw materials are available
and/or purchased only from a single supplier. Due to the stringent regulations and requirements of the FDA and other regulatory
authorities regarding the manufacture of our products, we may not be able to quickly establish additional or replacement
sources for these components or materials or do so without excessive cost. As a result, a reduction or interruption in
manufacturing, or an inability to secure alternative sources of raw materials or components, could have a material adverse effect
on our business and/or results of operations.

Raw material and energy prices have a significant impact on our profitability. If raw material and/or energy prices
increase, and we cannot pass those price increases on to our customers, our profitability and financial condition may
suffer.

We use three basic raw materials in the manufacture of our products: elastomers (which include synthetic and natural material),
aluminum and plastic. In addition, our manufacturing facilities consume a wide variety of energy products to fuel, heat and cool
our operations. Supply and demand factors, which are beyond our control, generally affect the price of our raw materials and
utility costs. If we are unable to pass along increased raw material prices and energy costs to our customers, our profitability,
and thus our financial condition, may be adversely affected. The prices of many of these raw materials and utilities are cyclical
and volatile. For example, the prices of certain commodities, particularly petroleum-based raw materials, have in the recent past
exhibited rapid changes, affecting the cost of synthetic elastomers and plastic. While we generally attempt to pass along
increased costs to our customers in the form of sales price increases, historically there has been a time delay between raw
material and/or energy price increases and our ability to increase the prices of our products. In some circumstances, we may not
be able to increase the prices of our products due to competitive pressure and other factors.

If we are not timely or successful in new-product innovation or the development and commercialization of proprietary
multi-component systems, our future revenues and operating income could be adversely affected.

Our growth partly depends on new-product innovation and the development and commercialization of proprietary multi-
component systems for injectable drug administration and other healthcare applications (such as the Daikyo CZ ready-to-use
prefilled syringe system). Product development and commercialization is inherently uncertain and is subject to a number of
factors outside of our control, including any necessary regulatory approvals and commercial acceptance for the products. The
ultimate timing and successful commercialization of new products and systems requires substantial evaluations of the
functional, operational, clinical and economic viability of the Company's products. In addition, the timely and adequate
availability of filling capacity is essential to both conducting definitive stability trials and the timing of first commercialization
of customers' products in CZ prefilled syringes. Delays, interruptions or failures in developing and commercializing new-
product innovations or proprietary multi-component systems could adversely affect future revenues and operating income. In
addition, adverse conditions may also result in future charges to recognize impairment in the carrying value of our goodwill and
other intangible assets, which could have a material adverse effect on our financial results.

We may not succeed in finding and completing acquisition or other strategic transactions, if any, which could have an
adverse effect on our business and results of operations.

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. We may be unable to identify suitable targets, opportunistic
or otherwise, for acquisitions or other strategic transactions in the future. If we identify a suitable candidate, our ability to
successfully implement the strategic transaction would depend on a variety of factors including our ability to obtain financing
on acceptable terms, and to comply with the restrictions contained in our debt agreements. Strategic transactions involve risks,
including those associated with integrating the operations or maintaining the operations as separate (as applicable), financial
reporting, disparate technologies and personnel of acquired companies, joint ventures or related companies; managing
geographically dispersed operations or other strategic investments; the diversion of management's attention from other business
concerns; the inherent risks in entering markets or lines of business in which we have either limited or no direct experience;
unknown risks; and the potential loss of key employees, customers and strategic partners of acquired companies, joint ventures
or companies in which we may make strategic investments. We may not successfully integrate any businesses or technologies
we may acquire or strategically develop in the future and may not achieve anticipated revenue and cost benefits relating to any
such strategic transactions. Strategic transactions may be expensive, time consuming and may strain our resources. Strategic
transactions may not be accretive to our earnings and may negatively impact our results of operations as a result of, among
other things, the incurrence of debt, one-time write-offs of goodwill and amortization expenses of other intangible assets. In
addition, strategic transactions that we may pursue could result in dilutive issuances of equity securities.

Product defects could adversely affect the results of our operations.

The design, manufacture and marketing of medical devices involve certain inherent risks. Manufacturing or design defects,
unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other
adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by the
FDA or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from
the market. A recall could result in significant costs, as well as negative publicity and damage to our reputation that could
reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims
being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals.

Our operations must comply with environmental statutes and regulations, and any failure to comply could result in
extensive costs which would harm our business.

The manufacture of some of our products involves the use, transportation, storage and disposal of hazardous or toxic materials
and is subject to various environmental protection and occupational health and safety laws and regulations in the countries in
which we operate. This has exposed us in the past, and could expose us in the future, to risks of accidental contamination and
events of non-compliance with environmental laws. Any such occurrences could result in regulatory enforcement or personal
injury and property damage claims or could lead to a shutdown of some of our operations, which could have an adverse effect
on our business and results of operations. We currently incur costs to comply with environmental laws and regulations and these
costs may become more significant.

A loss of key personnel or highly skilled employees could disrupt our operations.

Our executive officers are critical to the management and direction of our businesses. Our future success depends, in large part,
on our ability to retain these officers and other key employees, including people in technical, marketing, sales and research
positions. Competition for experienced employees, particularly for persons with specialized skills, can be intense. Our ability to
recruit such talent will depend on a number of factors, including compensation and benefits, work location and work
environment. If we cannot effectively recruit and retain qualified executives and employees, our business could be adversely
affected. Although we believe that we will be able to attract and retain talented personnel and replace key personnel should the
need arise, our inability to do so on a timely basis could disrupt the operations of the unit affected or our overall operations. In
addition, because of the complex nature of many of our products and programs, we are generally dependent on an educated and
highly skilled engineering staff and workforce. Our operations could be disrupted by a shortage of available skilled employees.

The uncertain effects of potential climate change legislation could lead to significantly increased costs.

If legislation or regulations are enacted or promulgated in the U.S., Europe or Asia or any other jurisdictions in which we do
business that limit or reduce allowable greenhouse gas emissions and other emissions, such restrictions could have a significant
effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions, and our
results of operations. Our manufacturing operations may not be able to operate as planned if we are not able to comply with
new legal and regulatory legislation around climate change, or it may become too costly to operate in a profitable manner.
Additionally, suppliers' added expenses could be passed on to us in the form of higher prices and we may not be able to pass on
such expenses to our customers through price increases.

Federal healthcare reform may adversely affect our results of operations.

The Patient Protection and Affordable Care Act (the “PPACA”) was enacted in March 2010. The PPACA reduces Medicare and
Medicaid payments to hospitals, clinical laboratories and pharmaceutical companies, and could otherwise reduce the volume of
medical procedures. The PPACA also imposes significant new taxes on medical device makers in the form of an excise tax on
all U.S. medical device sales (as defined under the regulations). These factors, in turn, could result in reduced demand for our
products and increased downward pricing pressure. It is also possible that the PPACA will result in lower reimbursements for
our customers' products. While the PPACA is intended to expand health insurance coverage to uninsured persons in the U.S.,
the impact of any overall increase in access to healthcare on sales of West's products is uncertain at this time. Our sales depend,
in part, on the extent to which pharmaceutical companies and healthcare providers and facilities are reimbursed by government
authorities, private insurers and other third-party payers for the costs of our products. The coverage policies and reimbursement
levels of third-party payers, which can vary among public and private sources, may affect which products customers purchase
and the prices they are willing to pay for these products in a particular jurisdiction. Legislative or administrative reforms to
reimbursement systems in the U.S. (as part of the PPACA) or abroad (for example, those under consideration in France,
Germany, Italy and the United Kingdom) could significantly reduce reimbursement for our customers products, which could in
turn reduce the demand for our products.

The full effects of the PPACA cannot be known until all of the provisions are implemented and the Centers for Medicare &
Medicaid Services and other federal and state agencies issue applicable regulations or guidance. Moreover, in the coming years,
additional changes could be made to governmental healthcare programs that could significantly impact the success of our
products. We will continue to evaluate the PPACA, as amended, the implementation of regulations or guidance related to
various provisions of the PPACA by federal agencies, as well as trends and changes that may be encouraged by the legislation
and that may potentially impact our business over time.

No assurance can be given that we will continue to pay or declare dividends.

We have historically paid dividends. However, there can be no assurance that we will pay or declare dividends in the future.
The actual declaration and payment of future dividends, the amount of any such dividends, and the establishment of record and
payment dates, if any, are subject to determination by our Board of Directors each quarter after its review of our then-current
strategy, applicable debt covenants and financial performance and position, among other things. Our declaration and payment of
future dividends is subject to risks and uncertainties, including: deterioration of our financial performance or position; inability
to declare a dividend in compliance with applicable laws or debt covenants; an increase in our cash needs or decrease in
available cash; and the business judgment of the Board of Directors that a declaration of a dividend is not in the Company's best
interests.

Our results of operations and earnings may not meet guidance or expectations.

We provide public guidance on our expected results of operations for future periods. This guidance is comprised of forward-
looking statements subject to risks and uncertainties, including the risks and uncertainties described in this Form 10-K and in
our other public filings and public statements, and is based necessarily on assumptions we make at the time we provide such
guidance. Our guidance may not always be accurate. If, in the future, our results of operations for a particular period do not
meet our guidance or the expectations of investment analysts or if we reduce our guidance for future periods, the market price
of our common stock could decline significantly.

We are exposed to credit risk on accounts receivable and certain prepayments made in the normal course of business.
This risk is heightened during periods when economic conditions worsen.

A substantial majority of our outstanding trade receivables are not covered by collateral or credit insurance. In addition, we
have made prepayments associated with insurance premiums and other advances in the normal course of business. While we
have procedures to monitor and limit exposure to credit risk on trade receivables and other current assets, there can be no
assurance such procedures will effectively limit our credit risk and avoid losses, which could have a material adverse effect on
our financial condition and operating results.

Unauthorized access to our or our customers' information and systems could negatively impact our business.

We may face certain security threats, including threats to the confidentiality, availability and integrity of our data and systems.
We maintain an extensive network of technical security controls, policy enforcement mechanisms and monitoring systems in
order to address these threats. While these measures are designed to prevent, detect and respond to unauthorized activity in our
systems, certain types of attacks could result in financial or information losses and/or reputational harm. If we cannot prevent
the unauthorized access, release and/or corruption of our or our customers' confidential, classified or personally identifiable
information, our reputation could be damaged, and/or we could face financial losses.

If we fail to comply with our obligations under our distributorship or license agreements with Daikyo or we are unable
to renew these agreements on the same or substantially similar terms, we could lose license rights that are important to
our business.

Key value-added and proprietary products and processes are licensed from our affiliate, Daikyo, including but not limited to
Daikyo CZ, FluroTec and B2-coating technologies. Our rights to these products and processes are licensed pursuant to
agreements that expire in 2017, which we expect to renew prior to their expiration. However, if we are unsuccessful in
renewing these agreements, or if the agreements are terminated early because we fail to satisfy our obligations, our business
could be adversely impacted.

ITEM IB. UNRESOLVED STAFF COMMENTS

As of the filing of this Form 10-K, there were no unresolved comments from the Staff of the SEC.

ITEM 2. PROPERTIES

Our corporate headquarters are located at 530 Herman O. West Drive, Exton, Pennsylvania. This building also houses our
North American sales and marketing, administrative support and customer service functions, as well as laboratories.

The following table summarizes production facilities by segment and geographic region. All facilities shown are owned except
where otherwise noted.

Packaging Systems
Manufacturing:

North American Operations

United States

Clearwater, FL (1)
Jersey Shore, PA
Kearney, NE
Kinston, NC
Lititz, PA
St. Petersburg, FL (1)

South American Operations

Brazil

Sao Paulo

European Operations

Denmark

Horsens

England

St. Austell

France

Le Nouvion

Germany

Eschweiler (1)
Stolberg

Serbia

Kovin

Asia Pacific Operations

China

Qingpu

India

Chennai

Singapore
Jurong

Contract Analytical Laboratory:
North American Operations

United States

Exton, PA

Mold-and-Die Tool Shops:

North American Operations

United States

Upper Darby, PA (2)

European Operations

England

Bodmin (2)

Delivery Systems
Manufacturing:

North American Operations

United States

Frankfort, IN (2)
Grand Rapids, MI
Phoenix, AZ (2)
Scottsdale, AZ (2)(3)
Tempe, AZ (2)
Williamsport, PA

Puerto Rico
Cayey

European Operations

France

Le Vaudreuil (2)

Ireland

Dublin (2)

Mold-and-Die Tool Shop:

European Operations

Denmark

Roskilde (2)

(1) This manufacturing facility is also used for research and development activities.
(2) This facility is leased in whole or in part.
(3) This manufacturing facility is also used for mold and die production.

Our Delivery Systems segment leases facilities located in Israel and Athens, Texas for research and development, as well as
other activities. Sales offices in various locations are leased under short-term arrangements.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are set forth in this table. Executive officers are elected by the board of directors
annually at the regular meeting of the board of directors following the Annual Meeting of Shareholders.

Name
Michael A. Anderson

Age
58

Warwick Bedwell

Rachael M. Bushey

Position
Vice President and Treasurer since June 2001. He was Finance Director,
Drug Delivery Systems Division from October 1999 to June 2001, Vice
President, Business Development from April 1997 to October 1999 and
Director of Taxes from July 1992 to April 1997.

President, Pharmaceutical Packaging Systems Asia Pacific Region since
January 3, 2011. Previously, he served as Vice President and Commercial
Director-Bone and Rheumatology for Roche Products (UK) Limited, a
biotech company, from October 2008 to August 2010. From January 2007
to October 2008, he served as Vice President and Global Head of
Business Development for Hoffman LaRoche Inc. (U.S.) and from June
2003 to December 2006, he served as President and General Manager of
Roche Inc. in the Philippines. Prior thereto, he held numerous positions in
commercial operations for Roche Products Pty Ltd. in Australia.

Vice President, Deputy General Counsel and Corporate Secretary since
October 2013. Previously, she served as Assistant General Counsel and
Assistant Secretary from May 2012 until October 2013, and Associate
Counsel, Securities and Corporate Governance Matters, from December
2010 until May 2012. Prior to joining West, she was a corporate attorney
at the law firm of Pepper Hamilton LLP.

William J. Federici

Karen A. Flynn

John R. Gailey III

Senior Vice President, and Chief Financial Officer since joining the
Company in August 2003. He was National Industry Director for
Pharmaceuticals of KPMG LLP (accounting firm) from June 2002 until
August 2003 and, prior thereto, an audit partner with Arthur Andersen,
LLP.

President, Pharmaceutical Packaging Systems Americas Region since
June 2012. She was Vice President, Sales from May 2008 to June 2012.
From 2000 to 2008, she worked in Sales Management, most recently as
Vice President, Global Accounts, for Catalent (formerly known as
Cardinal Health). Prior thereto, she held various positions at West,
including Quality, Research and Development, and Sales.

Senior Vice President, General Counsel since May 1994, and Chief
Compliance Officer. He served as Corporate Counsel from 1991 until his
appointment as General Counsel.

Jeffrey C. Hunt

Heino Lennartz

Richard D. Luzzi

Daniel Malone

Donald E. Morel, Jr., Ph.D.

John E. Paproski

President, Pharmaceutical Packaging Systems since January 3, 2011.
Previously, he served as Vice President, Strategic Planning and Business
Development from July 2010 to January 2011. From August 2006 to July
2009, he served as President of the Patient Care and Safety Products
Global Business Unit for Covidien. From August 2004 to August 2006, he
was Vice President and General Manager of the SharpSafety Division of
Tyco Healthcare/Kendall, Vice President of Marketing from June 2003 to
August 2004 and Marketing Director from March 1998 to June 2003.

President, Pharmaceutical Packaging Systems Europe Region since
February 2010 and, prior thereto, President, Europe, Pharmaceutical
Systems since July 2009. He was Vice President Finance, MIS &
Purchasing for Europe & Asia Pacific from December 2006 until July
2009. Mr. Lennartz was Vice President Corporate Finance of AIXTRON
AG, a leading semiconductor equipment company, from 2003 to 2006
and, prior thereto, held various positions, including Director Business
Systems Europe, at GDX Automotive, a rubber and plastic car body
sealing system supplier.

Senior Vice President, Human Resources since June 2002. He served as
Vice President, Human Resources of GS Industries, a steel manufacturer,
from 1998 to 2002, Vice President, Human Resources of Lukens Steel
from 1993 to 1998, and Vice President, Human Resources of Rockwell
International, from 1990 to 1993.

Vice President and Corporate Controller since August 2011. He was Vice
President of Finance, Pharmaceutical Packaging Systems Americas
Region from September 2008 to August 2011 and Director of Financial
and Management Reporting from October 1999 to September 2008.

Chairman of the Board of the Company since March 2003 and our Chief
Executive Officer since April 2002. He was our President from April
2002 to June 2006 and Chief Operating Officer from May 2001 to April
2002. He was Division President, Drug Delivery Systems from October
1999 to May 2001, and prior thereto, Group President.

President, Pharmaceutical Delivery Systems since December 2009. He
was Vice President of Innovation, from January 2005 to December 2009
and Vice President, Global Product Development from August 1996 to
January 2005. He has held numerous other operations and engineering
positions within the Company, including Vice President of Rubber
Operations from August 1993 to January 2005 and Director of
Manufacturing Engineering from 1991 to 1993.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange under the symbol “WST.” The following table shows
the high and low prices for our common stock as reported by the NYSE, for the periods indicated. All prices have
been retroactively adjusted for a two-for-one stock split, which is described in further detail in Note 1, Summary of
Significant Accounting Policies.

First Quarter
Low
High
27.31
32.74
18.68
21.51

Second Quarter
Low
High
30.85
35.45
19.65
25.25

Third Quarter
Low
High
35.25
41.54
23.44
26.74

Fourth Quarter
Low
High
39.62
50.60
25.25
28.01

Year

High
50.60
28.01

Low
27.31
18.68

2013
2012

As of January 31, 2014, we had 930 shareholders of record, which excludes shareholders whose shares were held by
brokerage firms, depositaries and other institutional firms in “street names” for their customers.

Dividends

Our common stock paid a quarterly dividend of $0.09 per share in each of the first three quarters of 2012; $0.095 per
share in the fourth quarter of 2012 and each of the first three quarters of 2013; and $0.10 per share in the fourth
quarter of 2013.

Issuer Purchases of Equity Securities

The following table shows information with respect to purchases of our common stock made during the three
months ended December 31, 2013 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under
the Exchange Act:

Period

October 1 – 31, 2013

November 1 – 30, 2013

December 1 – 31, 2013

Total

Total number of
shares purchased
(1)(2)

Average
price paid
per share

Total number of
shares purchased as
part of publicly
announced plans or
programs

Maximum number
of shares that may
yet be purchased
under the plans or
programs

— $

3,979

110

4,089

—

47.01

48.77

47.06

—

(1) Includes 530 shares purchased on behalf of employees enrolled in the Non-Qualified Deferred
Compensation Plan for Designated Employees (Amended and Restated Effective January 1, 2008). Under
the plan, Company match contributions are delivered to the plan’s investment administrator, who then
purchases shares in the open market and credits the shares to individual plan accounts.

(2) Includes 3,559 shares of common stock acquired from employees who tendered already-owned shares to
satisfy the exercise price on option exercises, as part of the 2011 Omnibus Incentive Compensation Plan
(the "2011 Plan").

Performance Graph

The following graph compares the cumulative total return to holders of our common stock with the cumulative total
return of the Standard & Poor's SmallCap 600 Index and the Standard & Poor's 600 Health Care Equipment &
Supplies Industry for the five years ended December 31, 2013. Cumulative total return to shareholders is measured
by dividing total dividends (assuming dividend reinvestment) plus the per-share price change for the period by the
share price at the beginning of the period. The Company's cumulative shareholder return is based on an investment
of $100 on December 31, 2008 and is compared to the cumulative total return of the SmallCap 600 Index and the
600 Health Care Equipment & Supplies Industry over the period with a like amount invested.

ITEM 6. SELECTED FINANCIAL DATA

FIVE-YEAR SUMMARY
West Pharmaceutical Services, Inc. and Subsidiaries

(in millions, except per share data)
SUMMARY OF OPERATIONS
Net sales
Operating profit
Net income

Net income per share:
Basic (1)
Diluted (2)
Weighted average common shares outstanding
Weighted average shares assuming dilution
Dividends declared per common share
YEAR-END FINANCIAL POSITION
Cash and cash equivalents
Working capital
Total assets
Total invested capital:
Total debt
Total equity
Total invested capital
PERFORMANCE MEASUREMENTS (3)
Gross margin (a)
Operating profitability (b)
Effective tax rate
Return on invested capital (c)
Net debt-to-total invested capital (d)
Research and development expenses
Operating cash flow
Stock price range

2013

2012

2011

2010

2009

1,368.4
162.4
112.3

1.61
1.57
69.6
71.4
0.39

230.0
413.8
1,671.6

373.5
906.4
1,279.9

1,266.4
135.1
80.7

1.19
1.15
68.1
71.8
0.37

161.9
295.5
1,564.0

411.5
728.9
1,140.4

1,192.3
109.6
75.5

1.12
1.08
67.3
74.0
0.35

91.8
228.8
1,399.1

349.4
654.9
1,004.3

31.8%
11.9%
27.4%
9.8%
13.7%
37.9
220.5
$50.60-27.31

30.6%
10.7%
30.2%
8.8%
25.5%
33.2
187.4

28.5%
9.2%
25.3%
8.2%
28.2%
29.1
130.7
$28.01-18.68 $23.98-17.75

1,104.7
90.7
65.3

0.98
0.95
66.7
73.5
0.33

110.2
266.9
1,294.3

358.4
625.7
984.1

1,055.7
97.5
72.6

1.11
1.06
65.7
72.6
0.31

83.1
226.1
1,271.0

379.6
579.1
958.7

28.8%
8.2%
18.3%
7.6%
28.4%
23.9
138.3

28.8%
9.2%
16.2%
8.9%
33.9%
19.9
137.7
$22.42-16.37 $20.89-13.93

(1) Based on weighted average common shares outstanding.

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

(3) Performance measurements represent indicators commonly used in the financial community. They are not measures of
financial performance under U.S. generally accepted accounting principles ("U.S. GAAP").

(a) Net sales minus cost of goods and services sold, including applicable depreciation and amortization, divided by net sales.
(b) Operating profit divided by net sales.
(c) Operating profit multiplied by one minus the effective tax rate divided by average total invested capital.
(d) Net debt (total debt less cash and cash equivalents) divided by total invested capital net of cash and cash equivalents.

Factors affecting the comparability of the information reflected in the selected financial data:

Net income in 2013 included the impact of a loss on extinguishment of debt of $0.2 million and net discrete tax charges of
$3.6 million.

Net income in 2012 included the impact of restructuring and related charges of $1.4 million (net of $0.7 million in tax), an
impairment charge of $2.1 million (net of $1.3 million in tax), an increase in acquisition-related contingencies of $1.0
million (net of $0.2 million in tax), a loss on extinguishment of debt of $9.8 million (net of $1.8 million in tax) and discrete
tax charges of $2.1 million.

Net income in 2011 included the impact of restructuring and related charges of $3.5 million (net of $1.8 million in tax),
income from the reduction of acquisition-related contingencies of $0.2 million, special separation benefits related to the
retirement of our former President and Chief Operating Officer of $1.8 million (net of $1.1 million in tax) and net discrete
tax charges of $1.4 million.

Net income in 2010 included the impact of restructuring charges and asset impairments of $10.2 million (net of $5.7
million in tax), income from the reduction of acquisition-related contingencies of $1.6 million (net of $0.2 million in tax)
and the recognition of income tax benefits totaling $1.1 million, the majority of which resulted from the reversal of
liabilities for unrecognized tax benefits.

Net income in 2009 included the impact of restructuring charges and asset impairments of $6.3 million (net of $3.2 million
in tax) and income tax benefits totaling $6.1 million primarily relating to reversals of liabilities for unrecognized tax
benefits and the identification of additional qualified R&D activities related to prior years.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

The following discussion is intended to further the reader's understanding of the consolidated financial condition and
results of operations of our Company. It should be read in conjunction with our consolidated financial statements
and the accompanying footnotes included in Part II, Item 8 of this Form 10-K. These historical financial statements
may not be indicative of our future performance. This Management's Discussion and Analysis of Financial
Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our
current expectations and could be affected by the uncertainties and risks discussed in Part I, Item 1A of this Form
10-K.

Throughout this section, references to “Notes” refer to the footnotes included in Part II, Item 8 of this Form 10-K,
unless otherwise indicated.

Our Operations

We are a manufacturer of components and systems for the packaging and delivery of injectable drugs as well as
delivery system components for the pharmaceutical, healthcare and consumer products industries. Our products
include stoppers and seals for vials, prefillable syringe components and systems, components for intravenous and
blood collection systems, safety and administration systems, advanced injection systems, and contract design and
manufacturing services. Our customers include the leading global producers and distributors of pharmaceuticals,
biologics, medical devices and personal care products. We were incorporated under the laws of the Commonwealth
of Pennsylvania on July 27, 1923.

Our business operations are organized into two reportable segments, which are aligned with the underlying markets
and customers they serve. Our reportable segments are Packaging Systems and Delivery Systems. Packaging
Systems develops, manufactures and sells primary packaging components and systems for injectable drug delivery,
including stoppers and seals for vials, closures and other components used in syringe, intravenous and blood
collection systems, and prefillable syringe components. Delivery Systems develops, manufactures and sells safety
and administration systems, multi-component systems for drug administration, and a variety of custom contract-
manufacturing solutions targeted to the healthcare and consumer-products industries. In addition, Delivery Systems
is responsible for the continued development and commercialization of our line of proprietary, multi-component
systems for injectable drug administration and other healthcare applications. We also maintain global partnerships to
share technologies and market products with affiliates in Japan and Mexico.

As a result of our global manufacturing and distribution presence, more than half of our revenues are generated
outside of the U.S. in currencies other than the U.S. dollar, including 45% in Europe and 10% collectively in Asia,
South America, and Israel. Fluctuations in foreign currency exchange rates, therefore, can have a significant effect
on our consolidated financial results. Generally, our financial results are affected positively by a weaker U.S. dollar
and negatively by a stronger U.S. dollar, as compared to the foreign currencies in which we conduct our business. In
terms of net sales, the most significant foreign currencies are the Euro, the Danish Krone, the Singapore Dollar, and
the British Pound, with Euro-denominated sales representing the majority of sales transacted in foreign currencies.
In addition, we are exposed to the Japanese Yen ("Yen"), as we maintain a 25% ownership interest in, and we
purchase finished goods and other materials from, Daikyo. During 2013, average exchange rates were favorable
versus the exchange rates realized in 2012, resulting in higher reported net sales and operating profit of $11.3
million and $2.4 million, respectively, versus 2012.

On August 1, 2013, our Board of Directors approved a two-for-one stock split of our outstanding shares of common
stock, effected in the form of a stock dividend. The record date for the stock split was September 12, 2013, and the
share distribution occurred on September 26, 2013. All share and per share amounts presented in the accompanying
consolidated financial statements and related notes have been retroactively adjusted to reflect the impact of the stock
split.

2013 Financial Performance Highlights

• Net sales were $1,368.4 million, an increase of 8.0% from 2012. Excluding foreign currency effects, net sales

increased by $90.6 million, or 7.2%.

• Gross profit was $434.7 million, an increase of 12.1% from 2012, and our gross margin percentage increased by

1.2 margin points to 31.8%.

• Operating profit for 2013 was $162.4 million, an increase of 20.2% from 2012, and our operating profit margin

increased by 1.2 margin points to 11.9%.

• Net income for 2013 was $112.3 million, or $1.57 per diluted share, compared to $80.7 million, or $1.15 per

diluted share, in 2012.

• Our financial position remains strong, with net cash provided by operating activities totaling $220.5 million in

2013.

• Our Board of Directors approved an increase in the quarterly cash dividend, which began with the fourth quarter

2013 dividend of $0.10 per share.

2014 Business Outlook

We anticipate continued revenue and margin improvement, driven by customers' increasing demand for higher
product quality, which results in higher revenues and margin per unit sold in Packaging Systems and an increasing
percentage of total sales from higher margin proprietary products in Delivery Systems. We continue to believe that
actions taken in recent years to increase capacity for certain products, reduce costs through restructuring and lean
savings efforts, and expand into emerging markets will lead to improved profitability as global demand increases.
We plan to continue funding capital projects related to new products, expansion activity, and emerging markets for
Packaging Systems and for new, proprietary products within Delivery Systems. We believe that our operating results
and financial position give us a platform for sustained growth, and will enable us to take advantage of opportunities
to invest in our business as they arise. See Part I, Item 1A, Risk Factors, of this Form 10-K for further discussion
regarding the risks associated with our operations.

RESULTS OF OPERATIONS

We evaluate the performance of our segments based upon, among other things, segment net sales and operating
profit. Segment operating profit excludes general corporate costs, which include executive and director
compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-
attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and
administrative expenses not allocated to the segments. Also excluded are items that management considers not
representative of ongoing operations. Such items are referred to as other unallocated items and generally include
restructuring and related charges, certain asset impairments and other specifically-identified income or expense
items.

For the purpose of aiding the comparison of our year-over-year results, we may refer to net sales and other financial
results excluding the effects of changes in foreign currency exchange rates. The constant-currency amounts are
calculated by translating the current year’s functional currency results at the prior-year period’s exchange rate. These
re-measured results excluding effects from currency translation are not in conformity with U.S. GAAP and should
not be used as a substitute for the related U.S. GAAP financial measures. The non-U.S. GAAP financial measures
are incorporated into our discussion and analysis as management uses them in evaluating our results of operations,
and believes that this information provides users a valuable insight into our results.

Percentages in the following tables and throughout the Results of Operations section may reflect rounding
adjustments.

Net Sales

The following table presents net sales, consolidated and by reportable segment:

($ in millions)

Packaging Systems

Delivery Systems

Intersegment sales elimination

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

996.0

915.1

857.4

374.1

(1.7)

352.1

(0.8)

336.7
(1.8)
$ 1,192.3

8.8%

6.2%

—

8.0%

6.7%

4.6%

—

6.2%

Consolidated net sales

$ 1,368.4

$ 1,266.4

2013 compared to 2012
Consolidated net sales increased by $102.0 million, or 8.0%, in 2013, including a favorable foreign currency impact
of $11.3 million. Excluding foreign currency effects, consolidated net sales increased by $90.6 million, or 7.2%.

Packaging Systems – Packaging Systems’ net sales increased by $80.9 million, or 8.8%, in 2013, including a
favorable foreign currency impact of $8.6 million. Excluding foreign currency effects, net sales increased by $72.3
million, or 7.9%, primarily due to continued growth in sales of our higher-value product offerings that reduce
particulate contamination and create efficiencies in our customer's manufacturing processes and strong packaging
component sales, partially offset by lower sales of disposable device components. Higher sales volumes and an
improved product mix contributed 5.6 percentage points of the increase, and sales price increases contributed 2.3
percentage points.

Delivery Systems – Delivery Systems’ net sales increased by $22.0 million, or 6.2%, in 2013, including a favorable
foreign currency impact of $2.7 million. Excluding foreign currency effects, net sales increased by $19.3 million, or
5.5%, primarily due to increases in CZ, administration systems, and safety systems sales, as well as contract
manufacturing sales. Proprietary net sales represented 24.8% of Delivery Systems' net sales for 2013, as compared
to 21.9% in 2012. Sales price increases contributed 1.3 percentage points of the increase.

2012 compared to 2011
Consolidated net sales increased by $74.1 million, or 6.2%, in 2012, despite an unfavorable foreign currency impact
of $46.1 million. Excluding foreign currency effects, consolidated net sales increased by $120.2 million, or 10.1%. A
favorable mix of products and unit volume growth contributed 7.1 percentage points of the increase and sales price
increases contributed 3.0 percentage points.

Packaging Systems – Packaging Systems’ net sales increased by $57.7 million, or 6.7%, in 2012, despite an
unfavorable foreign currency impact of $40.1 million. Excluding foreign currency effects, net sales increased by
$97.8 million, or 11.4%. A favorable mix of products and unit volume growth contributed 7.5 percentage points of
the increase, and sales price increases contributed 3.9 percentage points. In addition to increases in the sales of our
standard pharmaceutical packaging components, there continued to be strong growth in sales of our higher-quality
product offerings that reduce particulate contamination and create efficiencies in our customer's manufacturing
processes, including Westar ready-to-use components, FluroTec-coated closures, and the Envision line of vision-
inspected components.

Delivery Systems – Delivery Systems’ net sales increased by $15.4 million, or 4.6%, in 2012, despite an
unfavorable foreign currency impact of $6.0 million. Excluding foreign currency effects, net sales increased by
$21.4 million, or 6.4%. A favorable mix of products and unit volume growth contributed 5.8 percentage points of the
increase, and sales price increases contributed 0.6 percentage points. Our sales increases during 2012 were led by an
increase in healthcare-related contract manufacturing revenue and higher sales of our proprietary administration
systems and éris safety syringe product lines, partially offset by a decline in consumer product sales.

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

Gross Profit

The following table presents gross profit and related gross margins, consolidated and by reportable segment:

($ in millions)

Packaging Systems:

Gross Profit

Gross Margin

Delivery Systems:

Gross Profit

Gross Margin

Consolidated Gross Profit

Consolidated Gross Margin

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

361.4

318.4

276.5

13.5%

15.2%

36.3%

34.8%

32.2%

73.3

19.6%
434.7

31.8%

69.3

19.7%
387.7

30.6%

62.8

18.6%
339.3

28.5%

5.8%

10.4%

12.1%

14.3%

2013 compared to 2012
Consolidated gross profit increased by $47.0 million, or 12.1%, in 2013, including a favorable foreign currency
impact of $3.1 million. Consolidated gross margin increased by 1.2 margin points in 2013.

Packaging Systems – Packaging Systems’ gross profit increased by $43.0 million, or 13.5%, in 2013, including a
favorable foreign currency impact of $2.8 million. Packaging Systems' gross margin increased by 1.5 margin points
in 2013, primarily as a result of sales price increases and an improved product mix, which increased Packaging
Systems' gross margin by 2.3 margin points. These favorable items were partially offset by the impact of increased
compensation and plant overhead costs in excess of efficiency gains, which combined to decrease Packaging
Systems' gross margin by 0.8 margin points.

Delivery Systems – Delivery Systems’ gross profit increased by $4.0 million, or 5.8%, in 2013, including a
favorable foreign currency impact of $0.3 million. Delivery Systems’ gross margin decreased by 0.1 margin points
in 2013, as the impact of increased compensation and raw material costs in excess of efficiency improvements
combined to decrease Delivery Systems' gross margin by 1.4 margin points. These unfavorable items were largely
offset by the impact of sales price increases and an improved product mix, which increased Delivery Systems' gross
margin by 1.3 margin points.

2012 compared to 2011
Consolidated gross profit increased by $48.4 million, or 14.3%, in 2012, despite an unfavorable foreign currency
impact of $12.7 million. Consolidated gross margin increased by 2.1 margin points in 2012, primarily as a result of
sales price increases and a favorable mix of products sold, all of which increased the consolidated gross margin by
3.6 margin points. Improved production and volume-related efficiencies also increased our consolidated gross
margin by 0.6 margin points. These favorable items were partially offset by the impact of increased raw material
costs, which reduced our consolidated gross margin by 0.9 margin points, and wage, benefit and other cost increases,
which reduced our consolidated gross margin by 1.2 margin points.

Packaging Systems – Packaging Systems’ gross profit increased by $41.9 million, or 15.2%, in 2012, despite an
unfavorable foreign currency impact of $12.1 million. Packaging Systems’ gross margin increased by 2.6 margin
points in 2012, primarily as a result of sales price increases and a favorable mix of products sold, all of which
increased Packaging Systems’ gross margin by 4.4 margin points. Improved production and volume-related
efficiencies also increased Packaging Systems’ gross margin by 0.5 margin points. These favorable items were

partially offset by the impact of increased raw material costs and increased wages, benefits and other costs, which
reduced Packaging Systems’ gross margin by 1.3 margin points and 1.0 margin points, respectively.

Delivery Systems – Delivery Systems’ gross profit increased by $6.5 million, or 10.4%, in 2012, despite an
unfavorable foreign currency impact of $0.6 million. Delivery Systems’ gross margin increased by 1.1 margin points
in 2012. Production efficiencies and favorable raw material prices contributed 1.0 margin point and 0.4 margin
points of the increase, respectively, partially offset by the net impact of wage, benefit and other cost increases in
excess of our sales price increases.

Research and Development (“R&D”) Costs

($ in millions)

Packaging Systems

Delivery Systems

Consolidated R&D costs

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

15.1

22.8

37.9

12.7

20.5

33.2

11.6

17.5

29.1

18.9%

11.2%

14.2%

9.5%

17.1%

14.1%

2013 compared to 2012
Consolidated R&D costs increased by $4.7 million, or 14.2%, in 2013.

Packaging Systems – Packaging Systems' R&D costs increased by $2.4 million, or 18.9%, in 2013, primarily as a
result of increased investment in next-generation packaging components.

Delivery Systems – Delivery Systems' R&D costs increased by $2.3 million, or 11.2%, in 2013, primarily as a result
of development work on SmartDose and the SelfDose and ConfiDose systems.

2012 compared to 2011
Consolidated R&D costs increased by $4.1 million, or 14.1%, in 2012.

Packaging Systems – Packaging Systems' R&D costs increased by $1.1 million, or 9.5%, in 2012, primarily as a
result of increased investment in next-generation packaging components.

Delivery Systems – Delivery Systems' R&D costs increased by $3.0 million, or 17.1%, in 2012, primarily as a
result of development work on SmartDose.

Selling, General and Administrative (“SG&A”) Costs

($ in millions)

Packaging Systems

Delivery Systems

Corporate

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

128.4

116.7

110.6

42.6

63.9

37.0

64.4

35.6

44.9

10.0 %

15.1 %

(0.8)%

7.7 %

5.5%

3.9%

43.4%

14.1%

Consolidated SG&A costs

SG&A as a % of net sales

234.9
17.2%

218.1
17.2%

191.1
16.0%

2013 compared to 2012
Consolidated SG&A costs increased by $16.8 million, or 7.7%, in 2013, including the impact of foreign currency,
which increased SG&A costs by $0.5 million. Consolidated SG&A costs for both 2013 and 2012 were 17.2% of
consolidated net sales for 2013 and 2012.

Packaging Systems – Packaging Systems' SG&A costs increased by $11.7 million, or 10.0%, in 2013, primarily as
a result of increased compensation costs mainly related to merit and headcount increases, particularly in Asia,
incremental consulting costs for supply chain initiatives and information technology projects, incentive
compensation cost increases, and foreign currency effects, which increased SG&A costs by $0.4 million.

Delivery Systems – Delivery Systems' SG&A costs increased by $5.6 million, or 15.1%, in 2013, primarily as a
result of increased compensation costs, incremental legal, sales and marketing costs, and foreign currency effects,
which increased SG&A costs by $0.1 million.

Corporate – Corporate's SG&A costs decreased by $0.5 million, or 0.8%, in 2013, primarily as decreases in outside
services and pension costs were mostly offset by increased stock-based compensation expense. The increase in
stock-based compensation expense was due to increased performance-based achievement levels and the impact of
higher share prices on our incentive and deferred compensation plan liabilities, which are indexed to our share price.

2012 compared to 2011
SG&A costs increased by $27.0 million, or 14.1%, in 2012, despite the impact of foreign currency, which decreased
SG&A costs by $4.6 million. Consolidated SG&A costs for 2012 and 2011 were 17.2% and 16.0%, respectively, of
consolidated net sales for 2012 and 2011.

Packaging Systems – Packaging Systems' SG&A costs increased by $6.1 million, or 5.5%, in 2012, primarily as a
result of increased compensation costs mainly related to headcount increases, incentive compensation cost increases,
and incremental costs related to outside services, all of which were partially offset by the impact of foreign currency,
which decreased SG&A costs by $4.3 million.

Delivery Systems – Delivery Systems' SG&A costs increased by $1.4 million, or 3.9%, in 2012, primarily as a
result of increased compensation costs mainly related to headcount increases and incentive compensation cost
increases, all of which were partially offset by the impact of foreign currency, which decreased SG&A costs by $0.3
million.

Corporate – Corporate's SG&A costs increased by $19.5 million, or 43.4%, in 2012, primarily due to increases in
stock-based compensation expense, incentive compensation costs and U.S. pension expense. The increase in stock-
based compensation expense was primarily due to increased performance-based achievement levels and the impact
of higher share prices on our deferred compensation plan liabilities, which are indexed to our share price. The
increase in incentive compensation costs resulted from our current achievement expectations related to our incentive
plans. In 2012, we also incurred incremental depreciation expense related to new information technology projects, as
well as incremental depreciation expense and supply and utility costs related to our new corporate office and
research building.

Restructuring and Other Items

The following table presents restructuring charges and other income and expense items for our segments, and
corporate and other unallocated items:

Expense (income)

($ in millions)

Packaging Systems

Delivery Systems

Year Ended December 31,

2013

2012

2011

0.9

(1.5)

1.5
(6.6)

Corporate and other unallocated items:

Corporate

Restructuring and related charges

Impairment charge

Special separation benefits

0.1

—

Acquisition-related contingencies
Consolidated restructuring and other items

—
(0.5) $

(0.3)
2.1

3.4

—

1.2
1.3

1.7
(0.1)

(0.1)
5.3

—

2.9
(0.2)
9.5

Other income and expense items, consisting primarily of foreign exchange transaction gains and losses, gains and
losses on the sale of fixed assets, and miscellaneous income and charges, are generally recorded within segment or
corporate results. Certain restructuring, impairments and other specifically-identified gains and losses considered
outside of the control of segment management are not allocated to our segments.

During 2013, we recorded development income of $2.0 million within Delivery Systems. Included in this amount
was $1.0 million of income related to a nonrefundable payment of $20.0 million received from a customer in June
2013 in return for the exclusive use of SmartDose within a specific therapeutic area. Unearned income related to this
payment of $1.5 million and $17.5 million was included within other current liabilities and other long-term
liabilities, respectively, at December 31, 2013. The unearned income is being recognized as development income on
a straight-line basis over the remaining thirteen-year term of the agreement. The agreement does not include a future
minimum purchase commitment from the customer.

During 2012, we recorded development income of $6.5 million within Delivery Systems primarily attributable to
services and the reimbursement of certain costs.

Restructuring and related charges - During 2012, we incurred restructuring and related charges of $2.1 million to
complete the 2010 plan. Charges incurred during 2012 included facility closure costs and employee severance and
benefits associated with a reduction in operations at a manufacturing facility in England, as well as facility closure
costs associated with the 2011 closure of a plant in the U.S. During 2012, we finalized an agreement concerning
future manufacturing and supply requirements at our manufacturing facility in England, which triggered an
impairment review of the related assets. Our review concluded that the estimated fair value of these assets no longer
exceeded their carrying value and therefore, an impairment charge of $1.5 million was recorded. We estimated the
fair value of the assets using an income approach based on discounted cash flows. Offsetting the costs incurred
during 2012 were reductions to certain previously-recorded obligations under the 2010 plan, including a reduction of
$1.7 million following the cancellation of the restructuring initiative at one of our plants in Europe as a result of
increased customer demand for products and related efficiency improvements at that plant. We did not incur any
restructuring and related charges related to the 2010 plan during 2013, and we do not expect to incur any future
charges related to the 2010 plan. The remaining restructuring obligations related to the 2010 plan were reduced to
zero at December 31, 2013.

During 2011, we incurred restructuring and related charges of $5.3 million associated with the 2010 plan. Charges
associated with the plan in 2011 were primarily associated with the 2011 closure of a plant in the U.S., a reduction
of operations at a manufacturing facility in England, and the elimination of certain operational and administrative
functions in other locations.

Impairment charge – During 2012, as a result of continuing delays and lower-than-expected demand, we updated the
sales projections related to one of our Delivery Systems’ product lines. The revised projections triggered an
impairment review of the associated assets. Our review concluded that the estimated fair value of the product line no
longer exceeded the carrying value of the related assembly equipment and intangible asset and, therefore, an
impairment charge of $3.4 million was recorded. We estimated the fair value of the asset group using an income
approach based on discounted cash flows.

Special separation benefits – During 2011, we incurred $2.9 million in special separation benefits related to the
retirement of our former President and Chief Operating Officer. These costs consisted primarily of stock-based
compensation expense and a settlement loss related to one of our non-qualified defined benefit pension plans. The
respective equity compensation arrangements were amended to allow certain of his awards to continue to vest over
the original vesting period instead of being forfeited upon separation, resulting in a revaluation of the awards and
acceleration of expense.

Acquisition-related contingencies – During 2013, 2012 and 2011, we increased the liability for contingent
consideration related to our 2010 acquisition of SmartDose technology ("SmartDose contingent consideration") by
$1.0 million, $1.2 million and $0.5 million, respectively, due to the time value of money and adjustments related to
changes in sales projections. During 2011, we also reduced the liability for contingent consideration related to our
2009 acquisition of the éris safety syringe system (“éris contingent consideration”) by $0.8 million, bringing the
liability balance to zero. This reduction reflects our assessment that none of the contractual operating targets will be
achieved over the earnout period, which ends in 2014. Beginning in 2013, these adjustments are included within
Delivery Systems' results.

See Note 2, Restructuring and Other Items, for further discussion.

Operating Profit

The following table presents operating profit (loss) by reportable segment, corporate and other unallocated costs:

($ in millions)

Segments:

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

Packaging Systems

Delivery Systems

217.0

187.5

152.6

9.4

18.4

9.8

15.7 %

(48.9)%

22.9%

87.8%

Corporate and other unallocated
items:

Corporate

Other unallocated expense

(64.0)

—

(64.1)

(6.7)

Consolidated operating profit

162.4

135.1

(44.8)
(8.0)
109.6

(0.2)%

43.1%

20.2 %

23.3%

Consolidated operating profit margin

11.9%

10.7%

9.2%

2013 compared to 2012
Consolidated operating profit increased by $27.3 million, or 20.2%, in 2013, including a favorable foreign currency
impact of $2.4 million. Consolidated operating profit margin increased by 1.2 margin points in 2013.

Packaging Systems – Packaging Systems’ operating profit increased by $29.5 million, or 15.7%, in 2013, including
a favorable foreign exchange impact of $2.2 million, due to the factors described above.

Delivery Systems – Delivery Systems’ operating profit decreased by $9.0 million, or 48.9%, in 2013, despite a
favorable foreign exchange impact of $0.2 million, due to the factors described above.

Corporate – Corporate costs decreased by $0.1 million, or 0.2%, in 2013, due to the factors described above.

2012 compared to 2011
Consolidated operating profit increased by $25.5 million, or 23.3%, in 2012, despite an unfavorable foreign
exchange impact of $7.7 million.

Packaging Systems – Packaging Systems’ operating profit increased by $34.9 million, or 22.9%, in 2012, despite an
unfavorable foreign exchange impact of $7.5 million, due to the factors described above.

Delivery Systems – Delivery Systems’ operating profit increased by $8.6 million, or 87.8%, in 2012, despite an
unfavorable foreign exchange impact of $0.2 million, due to the factors described above.

Corporate – Corporate costs increased by $19.3 million, or 43.1%, in 2012, due to the factors described above.

Loss on Debt Extinguishment

During the year ended December 31, 2013, we repurchased $2.5 million in aggregate principal amount of our
Convertible Debentures, resulting in a pre-tax loss on debt extinguishment of $0.2 million, the majority of which
consisted of the premium over par value. During the year ended December 31, 2012, we recognized a pre-tax loss on
debt extinguishment of $11.6 million related to our repurchase of $158.4 million of our Convertible Debentures,
which consisted of a $6.2 million premium over par value, $4.4 million write-off of unamortized debt issuance costs
and $1.0 million in transaction costs.

Interest Expense, Net

The following table presents interest expense, net, by significant component:

($ in millions)

Interest expense

Capitalized interest

Interest income

Interest expense, net

Year Ended December 31,

% Change

2013

2012

2011

2013/2012

2012/2011

18.6

(1.6)

(1.9)

(1.8)

15.1

14.9

19.3
(1.1)
(1.3)
16.9

— %

(15.8)%

5.6 %

1.3 %

(3.6)%

72.7 %

38.5 %

(11.8)%

2013 compared to 2012
Interest expense, net, increased by $0.2 million, or 1.3%, in 2013, primarily due to a decrease in capitalized interest,
as less capital projects were in progress in 2013, as compared to 2012. Interest expense was constant at $18.6
million for both 2013 and 2012, as the impact of the higher interest rate associated with the five-year team loan that
we entered into in 2013, for our new corporate office and research building, was offset by the impact of less debt
outstanding during 2013.

2012 compared to 2011
Interest expense, net, decreased by $2.0 million, or 11.8%, in 2012, primarily due to increased capitalized interest
resulting from recently-completed or ongoing capital projects, as well as the impact of the retirement at maturity of
our $50.0 million Series A floating rate notes and the expiration of the related interest rate swap agreement, which
we financed under our lower-rate senior unsecured, multi-currency revolving credit facility agreement (the "New
Credit Agreement"). See Note 10, Debt, for further discussion of the New Credit Agreement.

Income Taxes

The provision for income taxes was $40.2 million, $32.7 million, and $23.5 million for the years 2013, 2012, and
2011, respectively, resulting in effective tax rates of 27.4%, 30.2%, and 25.3%, respectively.

The decrease in the effective tax rate for 2013, and the increase in the effective tax rate for 2012, reflects the
nondeductibility of the purchase premium paid during 2012 related to the extinguishment of our convertible debt
and the impact of the discrete tax items discussed below. The increase in the effective tax rate for 2012 also reflects
changes in our geographic mix of earnings and the absence of the Research and Development tax credit in 2012, as
the tax credit expired in 2011 and was not reinstated until the enactment of the American Taxpayer Relief Act of
2012 (the “Act”) in January 2013. In accordance with U.S. GAAP, although the Act retroactively reinstated the tax
credit for two years, from January 1, 2012 through December 31, 2013, it was not taken into account for financial
reporting purposes until 2013. Had the Act been signed prior to January 2013, our effective tax rate for 2012 would
have been reduced by approximately 1.0%.

During 2012, as a result of the finalization of estimates of foreign tax credits available with respect to a dividend
from one of our foreign subsidiaries, we recorded a discrete tax charge of $1.0 million. We also recorded a discrete
tax charge of $0.8 million resulting from the impact of a change in the enacted tax rate in the United Kingdom on
our previously-recorded deferred tax balances and recorded a discrete tax charge of $0.3 million reduction of our
deferred tax assets associated with the legal restructuring of the ownership of our Puerto Rico operations.

During 2011, we recorded $1.4 million in net discrete tax charges from changes in international tax rates that
affected our deferred tax carrying values.

As of December 31, 2013, we had $7.1 million of total gross unrecognized tax benefits, of which $6.9 million, if
recognized, would favorably impact the effective income tax rate. It is reasonably possible that, due to the expiration
of statutes and the closing of tax audits, the liability for unrecognized tax benefits may be reduced by approximately
$0.4 million during the next twelve months, which would favorably impact our effective tax rate.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies represents the contribution to earnings from our 25% ownership
interest in Daikyo and our 49% ownership interest in four companies in Mexico. Equity in net income of affiliated
companies was $5.4 million, $4.8 million, and $6.3 million for the years 2013, 2012 and 2011, respectively. Equity
in net income of affiliated companies increased by $0.6 million, or 12.5%, in 2013, primarily due to favorable
operating results in Mexico. Equity in net income of affiliated companies decreased by $1.5 million, or 23.8%, in
2012, primarily due to start-up costs for a new production facility and increased SG&A costs at Daikyo.

Purchases from, and royalty payments made to, affiliates totaled $67.7 million in 2013, $75.2 million in 2012, and
$66.4 million in 2011, the majority of which related to a distributorship agreement with Daikyo that allows us to
purchase and re-sell Daikyo products. Sales to affiliates were $5.9 million, $3.5 million, and $4.5 million in 2013,
2012, and 2011, respectively.

Net Income

Net income in 2013 was $112.3 million, or $1.57 per diluted share, compared to $80.7 million, or $1.15 per diluted
share, in 2012. Our 2013 results included the impact of a loss on extinguishment of debt of $0.2 million and net
discrete tax charges of $3.6 million.

Net income in 2012 was $80.7 million, or $1.15 per diluted share, compared to $75.5 million, or $1.08 per diluted
share, in 2011. Our 2012 results included the impact of restructuring and related charges of $1.4 million (net of $0.7
million in tax), an impairment charge of $2.1 million (net of $1.3 million in tax), an increase in acquisition-related
contingencies of $1.0 million (net of $0.2 million in tax), a loss on extinguishment of debt of $9.8 million (net of
$1.8 million in tax) and discrete tax charges of $2.1 million.

Net income in 2011 was $75.5 million, or $1.08 per diluted share, compared to $65.3 million, or $0.95 per diluted
share, in 2010. Our 2011 results included the impact of restructuring and related charges of $3.5 million (net of $1.8
million in tax), income from the reduction of acquisition-related contingencies of $0.2 million, special separation
benefits related to the retirement of our former President and Chief Operating Officer of $1.8 million (net of $1.1
million in tax) and net discrete tax charges of $1.4 million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table presents cash flow data for the years ended December 31:

($ in millions)

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Net Cash Provided by Operating Activities

2013

2012

2011

220.5
(149.9)
(5.1)

187.4
(116.0)
(3.4)

130.7
(120.5)
(24.7)

2013 compared to 2012
Net cash provided by operating activities was $220.5 million in 2013, an increase of $33.1 million from 2012. Net
cash provided by operating activities increased in 2013 primarily due to the increase in net income and our receipt of
a nonrefundable payment of $20.0 million from a customer in Delivery Systems related to exclusivity during 2013,
both of which were partially offset by higher working capital requirements and the timing of other payments.

2012 compared to 2011
Net cash provided by operating activities was $187.4 million in 2012, an increase of $56.7 million from 2011. Net
cash provided by operating activities increased in 2012 primarily due to the net sales and gross profit improvements
achieved in both Packaging Systems and Delivery Systems, lower restructuring payments, the collection of deposits
and the timing of other payments.

Net Cash Used in Investing Activities

2013 compared to 2012
Net cash used in investing activities was $149.9 million in 2013, an increase of $33.9 million from 2012. Net cash
used in investing activities increased in 2013 primarily due to a $20.6 million increase in capital spending, to $151.9
million, in 2013. The majority of the increased capital spending was related to construction of our new corporate
office and research building, which began in 2011 and settled in February 2013, construction of our new rubber and
metal manufacturing facility in India, and various capital projects related to new products, expansion activity, and
emerging markets. Net cash used in investing activities also increased in 2013 due to the change in our short-term
investment activity. During 2013, we sold $19.1 million, and purchased $14.2 million, of short-term investments.
During 2012, we sold $45.6 million, and purchased $31.2 million, of short-term investments. The short-term
investments represent certificates of deposit, primarily in Israel, with maturities between ninety-one days and one
year at the time of purchase.

2012 compared to 2011
Net cash used in investing activities was $116.0 million in 2012, a decrease of $4.5 million from 2011. Net cash
used in investing activities decreased in 2012 primarily due to a $40.0 million net change in short-term investments,
as we had net sales of short-term investments of $14.4 million in 2012, as compared to net purchases of short-term
investments of $25.6 million in 2011. The short-term investments represent certificates of deposit, primarily in
Israel, with maturities between ninety-one days and one year at the time of purchase. The change related to short-
term investments was partially offset by a $35.9 million increase in capital spending, to $131.3 million, in 2012. The
majority of the increased capital spending was related to construction of our new corporate office and research
building, which began in 2011 and settled in February 2013, information technology infrastructure improvements,
and construction of our compression-molding plant in China.

Net Cash Used in Financing Activities

2013 compared to 2012
Net cash used in financing activities was $5.1 million in 2013, an increase of $1.7 million from 2012. Net cash used
in financing activities for 2013 increased primarily due to a reduction in our net debt activity, partially offset by a
$13.0 million increase in proceeds from exercises of stock options and stock appreciation rights, as compared to
2012. During 2013, upon settlement of our new corporate office and research building, we borrowed $42.8 million
under a revolving credit facility, which was immediately converted to a five-year term loan due January 2018. A
portion of the loan was used to pay the $35.3 million in outstanding obligations at December 31, 2012 related to the
construction and acquisition of the new building. During 2013, we also entered into Euro-denominated debt under
our multi-currency revolving credit facility and used a portion of our multi-currency revolving credit facility to
repay our Euro note A that matured on February 27, 2013. During 2013, we also repurchased $2.5 million in
aggregate principal amount of our Convertible Debentures. During 2012, we used our multi-currency revolving
credit facility to fund our repurchase of $158.4 million of our Convertible Debentures and we incurred debt issuance
costs of $7.5 million, which primarily consisted of the settlement payment made by us for two treasury lock
agreements that we entered into and subsequently terminated. We used cash generated from operations and net
borrowings to fund the repurchase of our Convertible Debentures, working capital needs, capital expenditures, and
to pay dividends.

We paid cash dividends totaling $26.8 million ($0.385 per share) and $24.9 million ($0.365 per share) during 2013
and 2012, respectively.

2012 compared to 2011
Net cash used in financing activities was $3.4 million in 2012, a decrease of $21.3 million from 2011. On June 11,
2012, we repurchased $158.4 million in aggregate principal amount of our Convertible Debentures. The total cash
payment was $165.6 million, which included the par value of the Convertible Debentures, the purchase premium,
and related transaction costs. On July 5, 2012, we concluded a private placement issuance of $168.0 million in
senior unsecured notes varying in maturities from 10 – 15 years (the “Notes”). On July 30, 2012, we used a portion
of our New Credit Agreement to repay our $50.0 million Series A floating rate notes that matured on July 28, 2012.

Net cash used in financing activities for 2012 included an overall increase in net revolving credit facility borrowings
from 2011 and debt issuance costs of $7.5 million, which primarily consisted of the settlement payment made by us
for the two forward treasury lock agreements that we entered into, and subsequently terminated, during 2012. See
Note 11, Derivative Financial Instruments, and Note 10, Debt, for further discussion. We used cash generated from
operations and net borrowings to fund our repurchase of our Convertible Debentures, working capital needs, capital
expenditures and pension obligations, and to pay dividends.

We paid cash dividends totaling $24.9 million ($0.365 per share) and $23.2 million ($0.345 per share) during 2012
and 2011, respectively.

Liquidity and Capital Resources

The table below presents selected liquidity and capital measures as of:

($ in millions)

Cash and cash equivalents

Short-term investments

Working capital

Total debt

Total equity

Net debt-to-total invested capital

December 31,
2013

December 31,
2012

230.0

7.5

413.8

373.5

906.4

161.9

12.4

295.5

411.5

728.9

13.7%

25.5%

Cash and cash equivalents include all instruments that have maturities of ninety days or less when purchased. Short-
term investments include all instruments that have maturities between ninety-one days and one year at the time of
purchase. Working capital is defined as current assets less current liabilities. Net debt is defined as total debt less
cash and cash equivalents, and total invested capital is defined as the sum of net debt and total equity.

Cash and cash equivalents – Our cash and cash equivalents balance at December 31, 2013 consisted of cash held
in cash depository accounts with banks around the world and cash invested in high-quality, short-term investments.
The cash and cash equivalents balance at December 31, 2013 included $16.1 million of cash held by subsidiaries
within the U.S., and $213.9 million of cash held by subsidiaries outside of the U.S., primarily in Germany, Israel,
and Singapore, which is available to fund operations and growth of non-U.S. subsidiaries. Repatriating the cash into
the U.S. could trigger U.S. federal, state and local income tax obligations, however, we may temporarily access cash
held by our non-U.S. subsidiaries without becoming subject to U.S. income tax by entering into short-term
intercompany loans.

Working capital - Working capital at December 31, 2013 increased by $118.3 million, or 40.0%, during 2013, as
compared to 2012, including an increase of $3.1 million due to foreign currency translation. Excluding the impact of
currency exchange rates, cash and cash equivalents, accounts receivable and inventories increased by $65.5 million,
$9.1 million and $13.9 million, respectively, and total current liabilities decreased by $26.4 million. Accounts
receivable and inventories increased primarily due to increased sales activity; related turnover measurements for
each were consistent between December 31, 2013 and December 31, 2012. The decrease in current liabilities was
primarily due to our repayment of our Euro note A, which we refinanced using a portion of our multi-currency
revolving credit facility.

Debt and credit facilities - The $38.0 million decrease in total debt at December 31, 2013, as compared to
December 31, 2012, resulted from net repayments and related debt activity of $41.5 million, partially offset by
foreign currency rate fluctuations of $3.5 million.

Our sources of liquidity include our multi-currency revolving credit facility, which expires in April 2017 and
contains a $300.0 million committed credit facility and an accordion feature allowing the maximum to be increased
through a term loan to $350.0 million upon approval by the banks. Borrowings under the revolving credit facility
bear interest at a rate equal to one-month London Interbank Offering Rates ("LIBOR") plus a margin ranging from
1.25 to 2.25 percentage points, which is based on the ratio of our senior debt to modified EBITDA. During 2013, we
entered into Euro-denominated debt under our multi-currency revolving credit facility and used a portion of our
multi-currency revolving credit facility to repay our Euro note A that matured on February 27, 2013. At December
31, 2013, we had $53.7 million in outstanding long-term borrowings under this facility, of which $4.8 million was
denominated in Yen, $28.9 million in Euros and the remainder in U.S. dollars. These borrowings, together with
outstanding letters of credit of $3.5 million, resulted in a borrowing capacity available under this facility of $242.8
million at December 31, 2013. We do not expect any significant limitations on our ability to access this source of
funds.

In addition, in February 2013, upon settlement of our new corporate office and research building, we borrowed
$42.8 million under a separate revolving credit facility, which was immediately converted to a five-year term loan
due January 2018. A portion of the loan was used to pay the $35.3 million in outstanding obligations at December
31, 2012 related to the construction and acquisition of the new building. Borrowings under the loan bear interest at a
variable rate equal to one-month LIBOR plus a margin of 1.50 percentage points. At December 31, 2013, $41.3
million was outstanding under this loan, of which $2.0 million was classified as current.

During 2013, we repurchased $2.5 million in aggregate principal amount of our Convertible Debentures, resulting in
a pre-tax loss on debt extinguishment of $0.2 million, the majority of which consisted of the premium over par
value. Following the repurchase, $0.6 million principal amount of Convertible Debentures remains outstanding.

Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage
ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants,
none of which we consider restrictive to our operations. At December 31, 2013, we were in compliance with all of
our debt covenants, and we expect to continue to be in compliance with the terms of these agreements throughout
2014.

We believe that cash on hand and cash generated from operations, together with availability under our multi-
currency revolving credit facility, will be adequate to address our foreseeable liquidity needs based on our current
expectations of our business operations, capital expenditures and scheduled payments of debt obligations.

Commitments and Contractual Obligations

The following table summarizes our contractual obligations and commitments at December 31, 2013. These
obligations are not expected to have a material impact on liquidity.

($ in millions)
Purchase obligations (1)
Long-term debt
Interest on long-term debt and interest rate swaps (2)
Capital lease obligations
Operating lease obligations
Other long-term liabilities (3)
Total contractual obligations(4)

Payments Due By Period

Total

Less than 1
year

1 - 3
years

3 - 5
years

More than
5 years

31.9 $
373.1
97.3
0.4
53.5
13.7
569.9 $

17.9 $
2.2
14.8
—
10.5
0.1
45.5 $

14.0 $
113.6
24.2
0.4
16.4
1.2
169.8 $

— $

88.6
15.6
—
9.2
2.9
116.3 $

—
168.7
42.7
—
17.4
9.5
238.3

(1) Our business creates a need to enter into various commitments with suppliers. In accordance with U.S. GAAP,
these purchase obligations are not reflected in the accompanying consolidated balance sheets. These purchase
commitments do not exceed our projected requirements and are in the normal course of business.

(2) For fixed-rate long-term debt, interest was based on principal amounts and fixed coupon rates at year end.
Future interest payments on variable-rate debt were calculated using principal amounts and the applicable
ending interest rate at year end. Interest on fixed-rate derivative instruments was based on notional amounts and
fixed interest rates contractually obligated at year end.

(3) Represents acquisition-related contingencies. In connection with certain business acquisitions, we agreed to

make payments to the sellers when and if certain operating milestones are achieved, such as sales and operating
income targets.

(4) This table does not include obligations pertaining to pension and postretirement benefits because the actual
amount and timing of future contributions may vary significantly depending upon plan asset performance,
benefit payments, and other factors. The minimum required contributions to our plans are expected to be $13.1
million in 2014. See Note 13, Benefit Plans, for estimated benefit payments over the next ten years.

Reserves for uncertain tax positions - The table above does not include $7.1 million of total gross unrecognized tax
benefits as of December 31, 2013. Due to the high degree of uncertainty regarding the timing of potential cash
flows, we cannot reasonably estimate the settlement periods for amounts which may be paid.

Letters of credit - We have letters of credit totaling $3.5 million supporting the reimbursement of workers'
compensation and other claims paid on our behalf by insurance carriers. The accrual for insurance obligations was
$8.5 million at December 31, 2013, of which $4.7 million is in excess of our deductible and, therefore, is
reimbursable by the insurance company.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2013, we had no off-balance sheet financing arrangements other than operating leases,
unconditional purchase obligations incurred in the ordinary course of business, and outstanding letters of credit
related to various insurance programs.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis addresses consolidated financial statements that are prepared in accordance
with U.S. GAAP. The application of these principles requires management to make estimates and assumptions, some
of which are subjective and complex, that affect the amounts reported in the consolidated financial statements. We
believe the following accounting policies and estimates are critical to understanding and evaluating our results of
operations and financial position:

Revenue Recognition: Revenue is recognized when persuasive evidence of a sales arrangement exists, title and risk
of loss have transferred, the selling price is fixed or determinable, and collectability is reasonably assured.
Generally, sales are recognized upon shipment or upon delivery to our customers' site, based upon shipping terms or
legal requirements. Some customers receive pricing rebates upon attaining established sales volumes. We record
rebate costs when sales occur based on our assessment of the likelihood that the required volumes will be attained.
We also maintain an allowance for product returns, as we believe that we are able to reasonably estimate the amount
of returns based on our substantial historical experience.

Impairment of Long-Lived Assets: Long-lived assets, including property, plant and equipment, are tested for
impairment whenever circumstances indicate that the carrying value of these assets may not be recoverable. An asset
is considered impaired if the carrying value of the asset exceeds the sum of the future expected undiscounted cash
flows to be derived from the asset. Once an asset is considered impaired, an impairment loss is recorded within
restructuring and other items for the difference between the asset's carrying value and its fair value. For assets held
and used in the business, management determines fair value using estimated future cash flows to be derived from the
asset, discounted to a net present value using an appropriate discount rate. For assets held for sale or for investment

purposes, management determines fair value by estimating the proceeds to be received upon sale of the asset, less
disposition costs.

During 2012, as a result of continuing delays and lower-than-expected demand, we updated the sales projections
related to one of our Delivery Systems' product lines. The revised projections triggered an impairment review of the
associated assets. Our review concluded that the estimated fair value of the product line no longer exceeded the
carrying value of the related assembly equipment and intangible asset and, therefore, an impairment charge of $3.4
million was recorded, $3.2 million of which was for the related assembly equipment. We estimated the fair value of
the asset group using an income approach based on discounted cash flows.

Impairment of Goodwill and Other Intangible Assets: Goodwill and indefinite-lived intangible assets are tested
for impairment at least annually, following the completion of our annual budget and long-range planning process, or
whenever circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested
for impairment at the reporting unit level, which is the same as, or one level below, our operating segments. Recent
accounting guidance allows entities to first assess qualitative factors, including macroeconomic conditions, industry
and market considerations, cost factors, and overall financial performance, to determine whether it is necessary to
perform the first step of the two-step quantitative goodwill impairment test. We considered this guidance when
performing our annual impairment testing, but elected to continue utilizing the two-step quantitative impairment
test. The first step in the two-step test is to compare the fair value of each reporting unit to its carrying amount,
including goodwill. If the carrying amount exceeds fair value, the second step must be performed. The second step
requires the comparison of the carrying amount of the goodwill to its implied fair value, which is calculated as if the
reporting unit had just been acquired as of the testing date. Any excess of the carrying amount of goodwill over the
implied fair value would represent an impairment loss. Considerable management judgment is necessary to estimate
fair value. Amounts and assumptions used in our goodwill impairment test, such as future sales, future cash flows
and long-term growth rates, are consistent with internal projections and operating plans. Amounts and assumptions
used in our goodwill impairment test are also largely dependent on the continued sale of drug products delivered by
injection and the packaging of drug products, as well as our timeliness and success in new-product innovation or the
development and commercialization of proprietary multi-component systems. Changes in the estimate of fair value,
including the estimate of future cash flows, could have a material impact on our future results of operations and
financial position. No impairment in the carrying value of our reporting units was evident as a result of our annual
review of goodwill. With the exception of our Delivery Systems' Europe reporting unit, which had a fair value in
excess of its carrying value of 25% and which is largely dependent on the continued and anticipated demand for
certain of its contract manufacturing and proprietary safety systems products, each of our reporting units whose
assets included goodwill had a fair value in excess of its respective carrying value of at least 35%. At December 31,
2013, the goodwill associated with the Delivery Systems' Europe reporting unit equaled $10.3 million, or 9.0% of
our total goodwill.

Certain trademarks and in-process R&D have been determined to have indefinite lives and, therefore, are not subject
to amortization. Similar to the impairment testing for goodwill, there is an option to first assess qualitative factors as
a basis for determining whether it is necessary to perform a quantitative impairment test. We considered this option
when performing our impairment testing, but elected to continue utilizing a quantitative test, comparing the fair
value and carrying value of the asset. Any excess carrying value would represent an impairment loss. Fair values are
determined using discounted cash flow analyses.

Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, and
reviewed for impairment whenever circumstances indicate that the carrying value of these assets may not be
recoverable.

As discussed above, during 2012, an impairment charge of $3.4 million was recorded as the estimated fair value of
one of our Delivery Systems' product lines no longer exceeded the carrying value of the related assembly equipment
and intangible asset. The impairment charge for the intangible asset was $0.2 million. See above for further
discussion.

Employee Benefits: We maintain funded and unfunded defined benefit pension plans in the U.S. and a number of
other countries that cover employees that meet eligibility requirements. In addition, we sponsor postretirement
benefit plans which provide healthcare benefits for eligible employees who retire or become disabled. The
measurement of annual cost and obligations under these defined benefit postretirement plans is subject to a number
of assumptions, which are specific for each of our U.S. and foreign plans. The assumptions, which are reviewed at
least annually, are relevant to both the plan assets (where applicable) and the obligation for benefits that will
ultimately be provided to our employees. Two of the most critical assumptions in determining pension and retiree
medical plan expense are the discount rate and expected long-term rate of return on plan assets. Other assumptions
reflect demographic factors such as retirement age, rates of compensation increases, mortality and turnover and are
evaluated periodically and updated to reflect our actual experience. For our funded plans, we consider the current
and expected asset allocations of our plan assets, as well as historical and expected rates of return in estimating the
long-term rate of return on plan assets. Under U.S. GAAP, differences between actual and expected results are
generally accumulated in other comprehensive income (loss) as actuarial gains or losses and subsequently amortized
into earnings over future periods.

Changes in key assumptions could have a material impact on our future results of operations and financial position.
We estimate that every 25 basis point reduction in our long-term rate of return assumption would increase pension
expense by $0.6 million, and every 25 basis point reduction in our discount rate would increase pension expense by
$0.5 million. A decrease in the discount rate increases the present value of benefit obligations. Our net pension
underfunded balance at December 31, 2013 was $76.1 million, compared to $112.2 million at December 31, 2012.
Our underfunded balance for other postretirement benefits was $9.1 million at December 31, 2013, compared to
$26.0 million at December 31, 2012.

Income Taxes: We estimate income taxes payable based upon current domestic and international tax legislation. In
addition, deferred income tax assets and liabilities are established to recognize differences between the tax basis and
financial statement carrying values of assets and liabilities. We maintain valuation allowances where it is more likely
than not that all or a portion of a deferred tax asset will not be realized. The recoverability of tax assets is subject to
our estimates of future profitability, generally at the respective subsidiary company and country level. Changes in
tax legislation, business plans and other factors may affect the ultimate recoverability of tax assets or final tax
payments, which could result in adjustments to tax expense in the period such change is determined.

When accounting for uncertainty in income taxes recognized in our financial statements, we apply a more-likely-
than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return.

Contingent Consideration

The fair value of the SmartDose contingent consideration was determined at the acquisition date using a probability-
weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate.
Changes in the fair value of this obligation are recorded as income or expense within restructuring and other items in
our consolidated statements of income. The significant unobservable inputs used in the fair value measurement of
our contingent consideration are the sales projections, the probability of success factors, and the discount rate used
in the calculation. Significant increases or decreases in any of those inputs in isolation would result in a significantly
lower or higher fair value measurement. As development and commercialization of SmartDose progresses, we may
need to update the sales projections, the probability of success factors, and the discount rate used. This could result
in a material increase or decrease to the contingent consideration liability.

See Note 1, Summary of Significant Accounting Policies and Note 16, New Accounting Standards, to our
consolidated financial statements for additional information on accounting and reporting standards considered in the
preparation and presentation of our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk factors such as fluctuating interest rates, foreign currency exchange rates and
increasing commodity prices. These risk factors can impact our results of operations, cash flows and financial
position. To manage these risks, we periodically enter into derivative financial instruments such as interest rate
swaps, call options and forward exchange contracts for periods consistent with and for notional amounts equal to or
less than the underlying exposures. In accordance with Company policy, derivative financial instruments are not
used for speculation or trading purposes.

Foreign Currency Exchange Risk

Sales outside of the U.S. accounted for 55% of consolidated net sales in 2013. Virtually all of these sales and related
operating costs are denominated in the currency of the local country and translated into U.S. dollars for consolidated
reporting purposes. Although the majority of the assets and liabilities of these subsidiaries are denominated in the
functional currency of the subsidiary, they may also hold assets or liabilities denominated in other currencies. These
items may give rise to foreign currency transaction gains and losses. As a result, our results of operations and
financial position are exposed to changing currency exchange rates. We periodically use forward contracts to hedge
certain transactions or to neutralize month-end balance sheet exposures on cross-currency intercompany loans.

We have designated our €61.1 million Euro note B and our €21.0 million Euro-denominated borrowings under our
revolving credit facility as a hedge of our net investment in certain European subsidiaries. We also have 500.0
million in Yen-denominated borrowings under our revolving credit facility which has been designated as a hedge of
our net investment in Daikyo. At December 31, 2013, a net cumulative foreign currency translation loss on these
hedges of $3.1 million (net of tax of $1.9 million) was recorded within accumulated other comprehensive loss.

Interest Rate Risk

As a result of our normal borrowing activities, we have long-term debt with both fixed and variable interest rates.
Long-term debt consists of senior notes, convertible debentures, revolving credit facilities and capital lease
obligations. Our exposures to fluctuations in interest rates are managed to the extent considered necessary by
entering into interest rate swap agreements.

The following table summarizes our interest rate risk-sensitive instruments:

2014

2015

2016

2017

2018 Thereafter

($ in millions)
Current Debt:
U.S. dollar denominated

Average interest rate - fixed

U.S. dollar denominated

Average interest rate - variable

Long-Term Debt and Capital Leases:
U.S. dollar denominated (1)

Average interest rate - variable

U.S. dollar denominated

Average interest rate - fixed

Euro denominated

Average interest rate - fixed

Euro denominated

Average interest rate - variable

Yen denominated

Average interest rate - variable

$ 0.1

8.4%
2.0
5.4%

27.1

2.2

22.4

32.5

1.2% 1.7% 1.7% 1.7%

84.6

4.4%

28.9

1.7%
4.8
1.6%

Carrying
Value

Fair
Value

0.1 $

0.1

2.0

84.2

84.0

168.6

158.1

3.9%

84.6

89.8

28.9

4.8

(1) As of December 31, 2013, we have two interest rate swap agreements outstanding. The first agreement is
designed to protect against volatility in variable interest rates payable on our $25.0 million senior floating rate notes
maturing July 28, 2015 (“Series B Notes”). The second is a forward-start interest rate swap designed to hedge the
variability in cash flows due to changes in the applicable interest rate of our $41.3 million five-year term loan. At
December 31, 2013, these agreements had a fair value of $5.6 million, unfavorable to the Company, which was
recorded as a noncurrent liability. Refer to Note 11, Derivative Financial Instruments, for additional information on
these interest rate hedges.

Commodity Price Risk

Many of our Packaging Systems products are made from synthetic elastomers, which are derived from the petroleum
refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain
clauses that provide for surcharges related to fluctuations in crude oil prices. In recent years, increases in raw
material costs have had an adverse impact on us. We expect the volatility in raw material prices to continue. We will
continue to pursue pricing and hedging strategies, and ongoing cost control initiatives to offset the effects on gross
profit.

In February 2013, we purchased a series of call options intended to mitigate our exposure to such oil-based
surcharges and protect operating cash flows with regard to a portion of our forecasted elastomer purchases during
the months of July through December 2013, by capping our cost of the crude oil component of elastomer prices.
This allows us to limit our exposure to increasing petroleum prices. These call options were not designated as
hedging instruments. As of December 31, 2013, there were no options outstanding.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF INCOME
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011
(In millions, except per share data)

Net sales

Cost of goods and services sold

Gross profit

Research and development

Selling, general and administrative expenses

Restructuring and other items (Note 2)

Operating profit

Loss on debt extinguishment

Interest expense

Interest income

Income before income taxes

Income tax expense

Equity in net income of affiliated companies

Net income

Net income per share:

Basic

Diluted

2013

2012

2011

1,368.4

1,266.4

1,192.3

933.7

434.7

37.9

234.9
(0.5)
162.4

0.2

17.0

1.9

147.1

40.2

5.4

878.7

387.7

33.2

218.1

1.3

135.1

11.6

16.7

1.8

108.6

32.7

4.8

112.3

80.7

1.61

1.57

1.19

1.15

853.0

339.3

29.1

191.1

9.5

109.6

—

18.2

1.3

92.7

23.5

6.3

75.5

1.12

1.08

67.3

74.0

Weighted average shares outstanding:

Basic

Diluted

69.6

71.4

68.1

71.8

Dividends declared per share

0.39

0.37

0.35

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011
(In millions)

Net income

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Defined benefit pension and other postretirement plans:

Net actuarial gain (loss) arising during period, net of tax of $20.3,

$(6.2) and $(17.9)

Curtailment arising during period, net of tax of $(0.2)

Settlement effects arising during period, net of tax of $0.3

Less: amortization of actuarial loss, net of tax of $3.6, $2.8 and

$2.2

Less: amortization of prior service credit, net of tax of $(0.5),

$(0.5) and $(0.5)

Less: amortization of transition obligation

Net gains on investment securities, net of tax of $2.1, $0.2 and $0.2

Net gains (losses) on derivatives, net of tax of $1.8, (2.1) and $(1.1)

Other comprehensive income (loss), net of tax

Comprehensive income

2013

2012

2011

112.3

80.7

75.5

(0.9)

7.0

(11.8)

33.7

—

4.9

(0.8)
0.1

3.5

3.0

43.5

155.8

(13.2)
—

—

5.7

(0.8)
0.1

0.4
(3.6)
(4.4)
76.3

(30.1)
(0.4)
0.5

3.8

(0.9)
0.1

0.3
(1.7)
(40.2)
35.3

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

CONSOLIDATED BALANCE SHEETS
West Pharmaceutical Services, Inc. and Subsidiaries at December 31, 2013 and 2012
(In millions, except per share data)

ASSETS
Current assets:

Cash, including cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Deferred income taxes
Other current assets

Total current assets
Property, plant and equipment
Less accumulated depreciation and amortization
Property, plant and equipment, net
Investments in affiliated companies
Goodwill
Deferred income taxes
Intangible assets, net
Other noncurrent assets
Total Assets

LIABILITIES AND EQUITY
Current liabilities:

Notes payable and other current debt
Accounts payable
Pension and other postretirement benefits
Accrued salaries, wages and benefits
Income taxes payable
Taxes other than income
Other current liabilities

Total current liabilities
Long-term debt
Deferred income taxes
Pension and other postretirement benefits
Other long-term liabilities
Total Liabilities

Commitments and contingencies (Note 15)

Equity:

Preferred stock, 3.0 million shares authorized; 0 shares issued and 0 shares

outstanding in 2013 and 2012

Common stock, par value $.25 per share; 100.0 million shares authorized; shares
issued: 70.4 million and 68.8 million; shares outstanding: 70.2 million and 68.6
million

Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost (0.2 million shares in 2013 and 2012)

Total Equity
Total Liabilities and Equity

2013

2012

230.0
7.5
185.7
176.9
15.9
34.7
650.7
1,369.0
657.3
711.7
60.9
114.2
61.8
48.3
24.0
1,671.6

2.2
108.0
2.2
59.1
14.3
7.8
43.3
236.9
371.3
18.9
83.1
55.0
765.2

161.9
12.4
175.0
162.2
7.7
38.1
557.3
1,274.8
605.8
669.0
59.8
112.5
90.3
50.6
24.5
1,564.0

32.7
102.9
2.8
56.5
15.6
7.8
43.5
261.8
378.8
20.8
135.4
38.3
835.1

—

17.6
120.0
805.0
(32.4)
(3.8)
906.4
1,671.6

17.2
70.7
719.9
(75.9)
(3.0)
728.9
1,564.0

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

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(

CONSOLIDATED STATEMENTS OF CASH FLOWS
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011
(In millions)

Cash flows from operating activities:

Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation
Amortization
Loss on debt extinguishment
Stock-based compensation
Loss (gain) on sales of equipment
Asset impairments
Deferred income taxes
Pension and other retirement plans, net
Equity in undistributed earnings of affiliates, net of dividends

Changes in assets/liabilities, net of acquisitions:

Increase in accounts receivable
Increase in inventories
(Increase) decrease in other current assets
Increase in accounts payable
Changes in other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:

Capital expenditures
Acquisition of patents and other long-term assets
Sales and maturities of short-term investments
Purchases of short-term investments
Other, net

Net cash used in investing activities
Cash flows from financing activities:

Borrowings under revolving credit agreements
Repayments under revolving credit agreements
Debt issuance costs
Repayments of long-term debt
Issuance of long-term debt
Dividend payments
Proceeds from exercise of stock options and stock appreciation rights
Employee stock purchase plan contributions
Excess tax benefit from employee stock plans
Shares repurchased for employee tax withholdings

Net cash used in financing activities
Effect of exchange rates on cash
Net increase (decrease) in cash and cash equivalents
Cash, including cash equivalents at beginning of period
Cash, including cash equivalents at end of period

Supplemental cash flow information:

Interest paid, net of amounts capitalized
Income taxes paid, net
Accrued capital expenditures
Dividends declared, not paid

2013

2012

2011

112.3

80.7

75.5

81.0
4.2
0.2
21.2
0.4
—
1.7
8.0
(4.8)

(9.1)
(13.9)
(0.6)
4.6
15.3
220.5

(151.9)
(3.9)
19.1
(14.2)
1.0
(149.9)

292.7
(311.0)
—
(30.5)
43.2
(26.8)
21.7
2.5
8.3
(5.2)
(5.1)
2.6
68.1
161.9
230.0

16.9
34.4
17.1
7.0

$
$
$
$

72.8
4.1
11.6
15.5
1.7
6.2
5.3
(2.7)
(4.5)

(25.7)
(8.9)
5.8
5.8
19.7
187.4

(131.3)
(0.7)
45.6
(31.2)
1.6
(116.0)

568.3
(502.6)
(7.5)
(215.9)
168.1
(24.9)
8.7
2.2
4.9
(4.7)
(3.4)
2.1
70.1
91.8
161.9

15.3
16.1
54.3
6.5

$
$
$
$

71.1
4.6
—
8.4
(0.2)
—
2.9
(4.5)
(6.0)

(25.5)
(9.3)
(3.1)
24.6
(7.8)
130.7

(95.4)
(1.4)
15.6
(41.2)
1.9
(120.5)

193.4
(199.9)
(0.3)
(0.7)
0.2
(23.2)
3.9
1.9
3.5
(3.5)
(24.7)
(3.9)
(18.4)
110.2
91.8

18.2
20.4
33.8
6.1

$
$
$
$

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts of West Pharmaceutical
Services, Inc. and its majority-owned subsidiaries (which may be referred to as “West”, the “Company”, “we”, “us”
or “our”) after the elimination of intercompany transactions. We have no participation or other rights in variable
interest entities.

Stock Split: On August 1, 2013, our Board of Directors approved a two-for-one stock split of our outstanding shares
of common stock, effected in the form of a stock dividend. The record date for the stock split was September 12,
2013, and the share distribution occurred on September 26, 2013. All share and per share amounts presented in the
accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the
impact of the stock split.

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

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

Accounts Receivable: Our accounts receivable balance was net of an allowance for doubtful accounts of $0.8
million and $0.5 million at December 31, 2013 and 2012, respectively. We record the allowance based on a specific
identification methodology.

Inventories: Inventories are valued at the lower of cost (on a first-in, first-out basis) or market. The following is a
summary of inventories at December 31:

($ in millions)
Finished goods
Work in process
Raw materials

2013
80.0 $
24.8
72.1
176.9 $

2012
70.9
23.6
67.7
162.2

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

test. The first step in the two-step analysis is to compare the fair value of each reporting unit to its carrying amount,
including goodwill. If the carrying amount exceeds fair value, the second step must be performed. The second step
requires the comparison of the carrying amount of the goodwill to its implied fair value, which is calculated as if the
reporting unit had just been acquired as of the testing date. Any excess of the carrying amount of goodwill over the
implied fair value would represent an impairment loss.

Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives of 5
to 25 years, and reviewed for impairment whenever circumstances indicate that the carrying value of these assets
may not be recoverable.

Employee Benefits: The measurement of the obligations under our defined benefit pension and postretirement
medical plans are subject to a number of assumptions. These include the rate of return on plan assets (for funded
plans) and the rate at which the future obligations are discounted to present value. U.S. GAAP requires the
recognition of an asset or liability for the funded status of a defined benefit postretirement plan, as measured by the
difference between the fair value of plan assets, if any, and the benefit obligation. For a pension plan, the benefit
obligation is the projected benefit obligation; for any other postretirement plan, such as a retiree health plan, the
benefit obligation is the accumulated postretirement benefit obligation. See Note 13, Benefit Plans, for a more
detailed discussion of our pension and other retirement plans.

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

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

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

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

Environmental Remediation and Compliance Costs: Environmental remediation costs are accrued when such
costs are probable and reasonable estimates are determinable. Cost estimates include investigation, cleanup and
monitoring activities; such estimates are adjusted, if necessary, based on additional findings. Environmental
compliance costs are expensed as incurred as part of normal operations.

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

Income Taxes: Deferred income taxes are recognized by applying enacted statutory tax rates, applicable to future
years, to temporary differences between the tax basis and financial statement carrying values of our assets and
liabilities. Valuation allowances are established when it is more likely than not that all or a portion of a deferred tax
asset will not be realized. No provision is made for the U.S. income taxes on the undistributed earnings of wholly-
owned foreign subsidiaries as such earnings are intended to be permanently reinvested. We recognize interest costs
related to income taxes in interest expense and penalties within restructuring and other items. The tax law ordering
approach is used for purposes of determining whether an excess tax benefit has been realized during the year.

Stock-Based Compensation: Under the fair value provisions of U.S. GAAP, stock-based compensation cost is
measured at the grant date based on the value of the award and is recognized as expense over the vesting period. In
order to determine the fair value of stock options on the grant date, the company uses the Black-Scholes valuation
model.

Net Income Per Share: Basic net income per share is computed by dividing net income attributable to common
shareholders by the weighted average number of shares of common stock outstanding during each period. Net
income per share assuming dilution considers the dilutive effect of outstanding stock options and other stock awards
based on the treasury stock method, as well as convertible debt based on the if-converted method. The treasury stock
method assumes the use of exercise proceeds to repurchase common stock at the average fair market value in the
period. The if-converted method assumes conversion of the debt at the beginning of the reporting period (or at time
of issuance, if later). In addition, interest charges applicable to the convertible debt, net of tax, are added back to net
income for the purpose of this calculation.

Note 2: Restructuring and Other Items

Restructuring and other items consisted of:

($ in millions)

2013

2012

2011

Restructuring and related charges (reversals):

Severance and post-employment benefits

— $

Impairments and asset write-offs

Other restructuring charges

Total restructuring and related charges

Impairment charge

Development income

Acquisition-related contingencies

Special separation benefits

Foreign exchange and other
Total restructuring and other items

Restructuring and Related Charges

—

—
(2.0)
1.0

—

0.5
(0.5) $

(1.2) $
2.4

0.9

2.1

3.4
(6.5)
1.2

—

1.1
1.3

2.3

—

3.0

5.3

—

—
(0.2)
2.9

1.5
9.5

All restructuring charges incurred in 2012 and 2011 were associated with the restructuring plan that was announced
in 2010. In addition, during 2012, reductions were made to certain previously-recorded obligations under the 2010
plan, including a $1.7 million reduction following the cancellation of a restructuring initiative at one of our
European plants as a result of increased customer demand and related efficiency improvements.

Also during 2012, we finalized an agreement concerning future manufacturing and supply requirements at our
manufacturing facility in England, which triggered an impairment review of the related assets. Our review
concluded that the estimated fair value of these assets no longer exceeded their carrying value and therefore, an
impairment charge of $1.5 million was recorded. We estimated the fair value of the assets using an income approach
based on discounted cash flows.

We incurred a total of $21.9 million in restructuring and related charges as part of the 2010 plan. The plan and
related activities were completed during 2013.

The following table presents activity related to our restructuring obligations:

($ in millions)

Balance, December 31, 2011

Charges (reversals), net

Cash payments

Non-cash adjustments

Balance, December 31, 2012

Cash payments

Balance, December 31, 2013

Severance
and benefits

Other
Costs

Total

6.2
(1.2)
(2.6)
0.4

2.8
(2.8)

— $

0.6

3.3
(1.4)
(2.5)

— $

—

— $

6.8

2.1
(4.0)
(2.1)
2.8
(2.8)
—

During 2011, as a result of the closure of a plant in Montgomery, Pennsylvania, we recorded a $0.2 million net
curtailment gain related to our U.S. qualified and postretirement medical plans.

Other Items

The liability for contingent consideration related to our 2010 acquisition of SmartDose technology increased by $1.0
million, $1.2 million and $0.5 million during 2013, 2012 and 2011, respectively, due to the time value of money and
adjustments related to changes in sales projections. During 2011, we also reduced our éris contingent consideration
by $0.8 million, bringing the liability balance to zero. This reduction reflects our assessment that none of the
contractual operating targets will be achieved over the earnout period, which ends in 2014.

In addition, during 2012, as a result of continuing delays and lower-than-expected demand, we updated the sales
projections related to one of our product lines in Delivery Systems. The revised projections triggered an impairment
review of the associated assets. Our review concluded that the estimated fair value of the product no longer
exceeded the carrying value of the related assembly equipment and intangible asset and, therefore, an impairment
charge of $3.4 million was recorded. We estimated the fair value of the asset group using an income approach based
on discounted cash flows.

During 2011, we incurred $2.9 million in special separation benefits related to the retirement of our former President
and Chief Operating Officer. These costs consisted primarily of stock-based compensation expense and a settlement
loss related to one of our non-qualified defined benefit pension plans. The respective equity compensation
arrangements were amended to allow certain of his awards to continue to vest over the original vesting period
instead of being forfeited upon separation, resulting in a revaluation of the awards and acceleration of expense.

Note 3: Income Taxes

Because we are a global organization, we and our subsidiaries file income tax returns in the U.S. federal jurisdiction
and various state and foreign jurisdictions. During 2013, the statute of limitations for the 2009 U.S. federal tax year
lapsed, leaving tax years 2010 through 2013 open to examination. For U.S. state and local jurisdictions, tax years
2007 through 2013 are open to examination. We are also subject to examination in various foreign jurisdictions for
tax years 2006 through 2013.

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

($ in millions)
Balance at January 1
Additions for tax positions taken in the current year
Reduction for expiration of statute of limitations/audits
Balance at December 31

2013

6.8 $
1.7
(1.4)
7.1 $

2012
6.3
0.7
(0.2)
6.8

In addition, we had balances in accrued liabilities for interest and penalties of $0.5 million and $0.5 million at
December 31, 2013 and 2012, respectively. As of December 31, 2013, we had $7.1 million of total gross
unrecognized tax benefits, of which $6.9 million, if recognized, would favorably impact the effective income tax
rate. It is reasonably possible that, due to the expiration of statutes and the closing of tax audits, the liability for
unrecognized tax benefits may be reduced by approximately $0.4 million during the next twelve months, which
would favorably impact our effective tax rate.

The components of income before income taxes are:

($ in millions)
U.S. operations
International operations
Total income before income taxes

2013
28.9 $
118.2
147.1 $

2012

8.9 $
99.7
108.6 $

2011
15.8
76.9
92.7

The related provision for income taxes consists of:

($ in millions)
Current:

Federal
State
International

Current income tax provision
Deferred:

Federal and state
International

Deferred income tax provision
Income tax expense

2013

2012

2011

— $
0.3
38.2
38.5

9.2
(7.5)
1.7
40.2 $

— $
0.2
27.2
27.4

3.3
2.0
5.3
32.7 $

—
—
20.6
20.6

2.7
0.2
2.9
23.5

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

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

($ in millions)
Deferred tax assets

Net operating loss carryforwards
Tax credit carryforwards
Restructuring and impairment charges
Pension and deferred compensation
Other
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:

Accelerated depreciation
Other

Total deferred tax liabilities
Net deferred tax asset

2013

2012

20.7 $
36.1
0.1
51.2
19.8
(23.5)
104.4

40.5
5.4
45.9
58.5 $

21.1
37.0
0.3
69.8
15.1
(20.4)
122.9

42.8
3.9
46.7
76.2

A reconciliation of the U.S. federal corporate tax rate to our effective consolidated tax rate on income before income
taxes follows:

U.S. federal corporate tax rate
Tax on international operations less than U.S. tax rate
Non-benefited losses
Reversal of prior valuation allowance
Reversal of reserves for unrecognized tax benefits
U.S. tax on international earnings, net of foreign tax credits
State income taxes, net of federal tax effect
U.S. research and development credits
Other business credits and Section 199 Deduction
Non-deductible debt premium
Other
Effective tax rate

2013
35.0%
(5.3)
—
(1.0)
(0.8)
0.1
0.1
(1.8)
(0.5)
—
1.6
27.4%

2012
35.0%
(5.9)
0.6
—
(0.2)
(1.2)
(1.0)
—
(1.0)
2.0
1.9
30.2%

2011
35.0%
(8.2)
—
(0.1)
(0.8)
(1.5)
0.7
(1.1)
(1.3)
—
2.6
25.3%

During 2013, we recorded a discrete tax charge of $3.5 million, which related to the finalization of a beneficial
agreement with local tax authorities in Israel that clarified the future tax status of our entities in Israel and settled a
tax audit for the years 2009 through 2011. During 2013, we also recorded a discrete tax charge of $1.3 million
resulting from the impact of a change in the enacted tax rate in the United Kingdom on our previously-recorded
deferred tax asset balances and a discrete tax benefit of $1.3 million related to the reinstatement of the Research and
Development tax credit under the American Taxpayer Relief Act of 2012 (the "Act") that was enacted in January
2013. In accordance with U.S. GAAP, although the Act retroactively reinstated the tax credit for two years, from
January 1, 2012 through December 31, 2013, it was not taken into account for financial reporting purposes until
2013. Had the Act been signed prior to January 2013, our effective tax rate for 2012 would have been reduced by
approximately 1.0%.

During 2011, we recorded $1.4 million in net discrete tax charges from changes in international tax rates that
affected our deferred tax carrying values.

At December 31, 2013, we have fully utilized all of our U.S. federal net operating loss carryforwards. State
operating loss carryforwards of $262.1 million created a deferred tax asset of $15.0 million, while foreign operating
loss carryforwards of $24.8 million created a deferred tax asset of $5.7 million. Management estimates that certain
state and foreign operating loss carryforwards are unlikely to be utilized and the associated deferred tax assets have
been fully reserved. All state loss carryforwards expire after 2014. Foreign loss carryforwards will begin to expire in
2014, while $15.6 million of the total $24.8 million will not expire.

As of December 31, 2013, we had available foreign tax credit carryforwards of $20.0 million expiring as follows:
$2.2 million in 2017, $1.9 million in 2018, $3.1 million in 2019, $3.2 million in 2020 and $9.6 million in 2021. We
have U.S. federal and state research and development credit carryforwards of $3.7 million and $3.3 million,
respectively. The $3.7 million of U.S. federal research and development credits expire as follows: $1.1 million
expire in 2031, $1.4 million expire in 2032 and $1.2 million expire in 2033. The $3.3 million of state research and
development credits expire as follows: $0.6 million expire in 2021, $0.8 million expire in 2022 and $1.9 million
expire after 2022. We have additional available state tax credits of $1.5 million which expire in 2019.

Undistributed earnings of foreign subsidiaries amounted to $688.2 million at December 31, 2013, on which deferred
income taxes have not been provided because such earnings are intended to be reinvested indefinitely outside of the
U.S. It is not practicable to estimate the tax liability that might be incurred if such earnings were remitted to the U.S.

Note 4: Segment Information

Packaging Systems has three operating segments: the Americas, Europe and Asia Pacific. These operating segments
are aggregated for reporting purposes as they have common economic characteristics, produce and sell a similar
range of products, use a similar distribution process and have a similar customer base. Delivery Systems consists of
only one operating segment.

Our executive management evaluates the performance of these operating segments based on sales, operating profit
and cash flow generation. Segment operating profit excludes general corporate costs, which include executive and
director compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-
attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and
administrative expenses not allocated to the segments. Also excluded are items that management considers not
representative of ongoing operations, such as restructuring and related charges, certain asset impairments and other
specifically-identified income or expense items. Corporate assets include pension assets and investments in affiliated
companies. The accounting policies of the segments are the same as those described in the summary of significant
accounting policies.

The following table provides information on sales by significant product group:

($ in millions)
Packaging Systems

Proprietary products
Contract manufacturing

Delivery Systems
Intersegment sales elimination
Net sales

2013
996.0 $
92.7
281.4
374.1
(1.7)
1,368.4 $

2012
915.1 $
77.0
275.1
352.1
(0.8)
1,266.4 $

2011
857.4
67.4
269.3
336.7
(1.8)
1,192.3

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

We do not have any customers accounting for greater than 10% of consolidated net sales.

The following table presents sales and net property, plant and equipment, by the country in which the legal
subsidiary is domiciled and assets are located:

Sales

Property, Plant and Equipment, Net

($ in millions)
United States
Germany
France
Other European countries
Other

2013
614.5 $
219.6
112.6
279.4
142.3

2011
543.6
184.1
94.2
242.7
127.7
$ 1,368.4 $ 1,266.4 $ 1,192.3

2012
592.8 $
184.4
102.6
251.4
135.2

2013
336.0 $
124.4
43.4
83.2
124.7
711.7 $

2012
322.0 $
117.2
42.1
72.3
115.4
669.0 $

2011
272.6
118.1
41.3
69.9
91.7
593.6

The following tables provide summarized financial information for our segments:

($ in millions)
2013
Net sales
Operating profit
Loss on debt extinguishment
Interest expense, net
Income before income taxes
Segment assets
Capital expenditures
Depreciation and amortization expense

2012
Net sales
Operating profit
Loss on debt extinguishment
Interest expense, net
Income before income taxes
Segment assets
Capital expenditures
Depreciation and amortization expense

2011
Net sales
Operating profit
Interest expense, net
Income before income taxes
Segment assets
Capital expenditures
Depreciation and amortization expense

Packaging
Systems

Delivery
Systems

Corporate and
Eliminations

Consolidated

(1.7) $
(64.0) $
(0.2)
(15.1)
(79.3) $
193.4 $
42.1
8.8

(0.8) $
(70.8) $
(11.6)
(14.9)
(97.3) $
232.0 $
32.5
5.8

(1.8) $
(52.8) $
(16.9)
(69.7) $
190.0 $
3.1
3.6

1,368.4
162.4
(0.2)
(15.1)
147.1
1,671.6
151.9
85.2

1,266.4
135.1
(11.6)
(14.9)
108.6
1,564.0
131.3
76.9

1,192.3
109.6
(16.9)
92.7
1,399.1
95.4
75.7

$
$

996.0 $
217.0 $
—
—
217.0 $
1,048.9 $
81.3
55.5

915.1 $
187.5 $
—
—
187.5 $
942.7 $
74.3
52.7

857.4 $
152.6 $
—
152.6 $
843.5 $
66.2
53.6

374.1 $
9.4 $
—
—
9.4 $
429.3 $
28.5
20.9

352.1 $
18.4 $
—
—
18.4 $
389.3 $
24.5
18.4

336.7 $
9.8 $
—
9.8 $
365.6 $
26.1
18.5

During 2013 and 2012, we recognized a pre-tax loss on debt extinguishment of $0.2 million and $11.6 million,
respectively, in connection with the repurchase of our Convertible Debentures. Refer to Note 10, Debt, for
additional details.

Note 5: Net Income Per Share

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

($ and shares in millions)

2013

2012

2011

Net income, as reported, for basic net income per share

Plus: interest expense on convertible debt, net of tax

Net income for diluted net income per share

Weighted average common shares outstanding

Dilutive effect of stock options, stock appreciation rights and performance

share awards, based on the treasury stock method

Assumed conversion of convertible debt, based on the if-converted method

Weighted average shares assuming dilution

112.3

—

112.3

69.6

1.7
0.1

71.4

80.7

2.0

82.7

68.1

1.1
2.6

71.8

75.5

4.3

79.8

67.3

0.9
5.8

74.0

During 2013, the number of shares from stock-based compensation plans not included in the computation of diluted
net income per share, because their impact was antidilutive, was immaterial. During 2012 and 2011, there were 1.0
million and 3.2 million antidilutive shares, respectively, excluded from the computation.

Note 6: Accumulated Other Comprehensive Loss

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

($ in millions)

Losses on
cash flow
hedges

Unrealized gains
on investment
securities

Defined benefit
pension and other
postretirement plans

Foreign
currency
translation

Total

Balance, December 31, 2012

(9.0) $

0.8 $

(84.9) $

17.2 $

(75.9)

Other comprehensive (loss)
income before reclassifications

Amounts reclassified out

Other comprehensive income
(loss), net of tax

Balance, December 31, 2013

(1.8)

4.8

3.0

(6.0) $

3.5

—

3.5

4.3 $

33.7

4.2

(0.9)
—

34.5

9.0

37.9
(47.0) $

(0.9)
16.3 $

43.5
(32.4)

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

Detail of components

2013

Location on Statement of Income

Losses on cash flow hedges:

Foreign currency contracts

Interest rate swap contracts

Forward treasury locks

Total before tax

Tax expense

Net of tax

Amortization of defined benefit pension and
other postretirement plans:

Transition obligation

Prior service cost

Actuarial losses

Total before tax

Tax expense

Net of tax

Total reclassifications for the period, net of tax

(5.1) Cost of goods and services sold
(2.6) Interest expense
(0.3) Interest expense
(8.0)
3.2
(4.8)

(0.1) (a)
1.3 (a)
(8.5) (a)
(7.3)
3.1
(4.2)
(9.0)

(a) These components are included in the computation of net periodic benefit cost. Refer to Note 13, Benefit
Plans, for additional details.

Note 7: Goodwill and Intangible Assets

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

($ in millions)
Balance, December 31, 2011
Foreign currency translation
Balance, December 31, 2012
Foreign currency translation
Balance, December 31, 2013

Packaging
Systems

Delivery
Systems

35.9 $
0.8
36.7
1.3
38.0 $

75.6 $
0.2
75.8
0.4
76.2 $

Total

111.5
1.0
112.5
1.7
114.2

As of December 31, 2013, we had no accumulated goodwill impairment losses.

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

($ in millions)
Patents and licensing
In-process R&D/technology
Trademarks
Customer relationships
Customer contracts

2013
Accumulated
Amortization

Cost

Net

Cost

2012
Accumulated
Amortization

20.7 $
3.5
12.1
29.7
11.7
77.7 $

(9.4) $
(0.1)
(1.1)
(14.6)
(4.2)
(29.4) $

11.3 $
3.4
11.0
15.1
7.5
48.3 $

19.2 $
3.5
12.1
29.7
11.6
76.1 $

(7.8) $
(0.1)
(1.0)
(12.9)
(3.7)
(25.5) $

Net

11.4
3.4
11.1
16.8
7.9
50.6

The cost basis of intangible assets includes a foreign currency translation gain of $0.5 million and $0.3 million for
the twelve months ended December 31, 2013 and 2012, respectively. Amortization expense for the years ended
December 31, 2013, 2012 and 2011 was $3.9 million, $3.9 million and $4.3 million, respectively. Estimated annual
amortization expense for the next five years is as follows: 2014 - $4.3 million, 2015 - $3.9 million, 2016 - $3.2
million, 2017 - $2.9 million and 2018 - $2.7 million. Trademarks with a carrying amount of $10.0 million were
determined to have indefinite lives and therefore do not require amortization. In addition, acquired in-process R&D
in the amount of $3.3 million is indefinite-lived until the completion of the associated research and development
efforts, at which point the technology will start to be amortized.

Note 8: Property, Plant and Equipment

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

($ in millions)
Land
Buildings and improvements
Machinery and equipment
Molds and dies
Computer hardware and software
Construction in progress

Expected useful
lives (years)

5-50
10-15
4-7
3-10

2013
15.7 $
397.5
655.2
95.7
107.1
97.8
1,369.0 $

2012
9.0
310.9
607.1
90.1
102.5
155.2
1,274.8

Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $81.0 million, $72.8 million and
$71.1 million, respectively.

Capitalized leases included in 'buildings and improvements' were $2.5 million and $2.4 million at December 31,
2013 and 2012, respectively. Capitalized leases included in 'machinery and equipment' were $1.9 million and $1.8
million at December 31, 2013 and 2012, respectively. Accumulated depreciation on all property, plant and
equipment accounted for as capitalized leases was $2.2 million and $1.6 million at December 31, 2013 and 2012,
respectively. At December 31, 2013, future minimum payments under capital leases were $0.2 million in 2014 and
$0.2 million in 2015.

Under the terms of our 2011 construction and development agreement, the majority of costs required to construct
our new corporate office and research building was incurred by our counterparty during the construction period and
paid by us at settlement in February 2013. As of December 31, 2012, construction and development costs in the
amount of $35.3 million were accrued to property, plant and equipment. See Note 10, Debt, for further discussion of
this capital project.

We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized
interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets. Capitalized
interest for the years ended December 31, 2013, 2012 and 2011 was $1.6 million, $1.9 million and $1.1 million,
respectively.

Note 9: Affiliated Companies

At December 31, 2013, the following affiliated companies were accounted for under the equity method:

The West Company Mexico, S.A. de C.V.
Aluplast S.A. de C.V.
Pharma Tap S.A. de C.V.
Pharma Rubber S.A. de C.V.
Daikyo

Location
Mexico
Mexico
Mexico
Mexico
Japan

Ownership interest
49%
49%
49%
49%
25%

Unremitted income of affiliated companies included in consolidated retained earnings amounted to $46.7 million,
$41.9 million and $37.5 million at December 31, 2013, 2012 and 2011, respectively. Dividends received from
affiliated companies were $0.6 million in 2013, $0.4 million in 2012 and $0.3 million in 2011.

Our equity in unrealized gains of Daikyo's investment in securities available-for-sale and derivative instruments, as
well as pension adjustments included in accumulated other comprehensive loss was $(4.3) million, $(0.8) million
and $(0.4) million at December 31, 2013, 2012 and 2011, respectively.

Our purchases from, and royalty payments made to, affiliates totaled $67.7 million, $75.2 million and $66.4 million,
respectively, in 2013, 2012 and 2011, of which $5.6 million and $10.6 million was due and payable as of
December 31, 2013 and 2012, respectively. The majority of these transactions related to a distributorship agreement
with Daikyo that allows us to purchase and re-sell Daikyo products. Sales to affiliates were $5.9 million, $3.5
million and $4.5 million, respectively, in 2013, 2012 and 2011, of which $0.3 million and $0.6 million was
receivable as of December 31, 2013 and 2012, respectively.

At December 31, 2013 and 2012, the aggregate carrying amount of investments in equity method affiliates was
$57.9 million and $59.8 million, respectively. In addition, at December 31, 2013, we have a cost-basis investment
with a carrying amount of $3.0 million.

Note 10: Debt

The following table summarizes our long-term debt obligations, net of current maturities, at December 31. The interest
rates shown in parentheses are as of December 31, 2013.

($ in millions)

Euro note A, due 2013 (4.22%)

Term loan, due 2014 (8.40%)

Series B floating rate notes, due 2015 (1.14%)

Euro note B, due 2016 (4.38%)

Capital leases, due through 2016 (6.0%)

Revolving credit facility, due 2017 (1.68%)

Term loan, due 2018 (1.67%)

Note payable, due 2019

Series A notes, due 2022 (3.67%)

Series B notes, due 2024 (3.82%)

Series C notes, due 2027 (4.02%)

Convertible debt, due 2047 (4.0%)

Total debt

Less: current portion of long-term debt

Long-term debt

Revolving Credit Facility

December 31,
2013

December 31,
2012

— $

0.1

25.0

84.1

0.4

53.7

41.3

0.3

42.0

53.0

73.0

0.6

373.5

2.2

371.3

26.9

0.2

25.0

80.8

0.7

71.5

35.3

—

42.0

53.0

73.0

3.1

411.5

32.7

378.8

In April 2012, we entered into a New Credit Agreement that replaced our prior revolving credit facility. The New
Credit Agreement, which expires in April 2017, contains a $300.0 million committed credit facility and an accordion
feature allowing the maximum to be increased through a term loan to $350.0 million upon approval by the banks.
Up to $30.0 million of the credit facility is available for swing-line loans and up to $30.0 million is available for the
issuance of letters of credit. Borrowings under the revolving credit facility bear interest at a rate equal to LIBOR
plus a margin ranging from 1.25 to 2.25 percentage points, which is based on the ratio of our senior debt to modified
earnings before interest, taxes, depreciation and amortization (“EBITDA”). Consistent with our previous revolving
credit facility, the New Credit Agreement contains representations and covenants that require compliance with,
among other restrictions, a maximum leverage ratio and a minimum interest coverage ratio. The New Credit
Agreement also contains usual and customary default provisions, limitations on liens securing indebtedness, asset
sales, distributions and acquisitions. In connection with this agreement, we incurred lender and other third party
costs of $1.6 million which were recorded in other noncurrent assets and are being amortized as additional interest
expense over the term of the facility. In accordance with U.S. GAAP, the remaining $0.8 million of unamortized
debt issuance costs associated with the prior credit facility will continue to be amortized over the term of the new
facility.

At December 31, 2013, we had $53.7 million in outstanding long-term borrowings under this facility, of which $4.8
million was denominated in Yen, $28.9 million in Euros and the remainder in U.S. dollars. These borrowings,
together with outstanding letters of credit of $3.5 million, resulted in a borrowing capacity available under this
facility of $242.8 million at December 31, 2013. Of the total amount outstanding as of December 31, 2012, $5.7
million was classified as short-term and $65.8 million was classified as long-term.

In addition, in February 2013, upon settlement of our new corporate office and research building, we borrowed
$42.8 million under a separate revolving credit facility, which was immediately converted to a five-year term loan
due January 2018. A portion of the loan was used to pay the $35.3 million in outstanding obligations at December
31, 2012 related to the construction and acquisition of the new building. Borrowings under the loan bear interest at a
variable rate equal to LIBOR plus a margin of 1.50 percentage points. At December 31, 2013, $41.3 million was
outstanding under this loan, of which $2.0 million was classified as current. Please refer to Note 11, Derivative
Financial Instruments, for a discussion of the interest-rate swap agreement associated with this loan.

Series B Notes

As of December 31, 2013, there is one tranche remaining from our 2005 private placement, for $25.0 million that
matures on July 28, 2015. The Series B Notes bear interest at LIBOR plus 0.9 percentage points. Please refer to
Note 11, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with the
Series B Notes.

Euro-denominated Notes

During the first quarter of 2013, we used a portion of our multi-currency revolving credit facility to repay our Euro
note A that matured on February 27, 2013. The remaining Euro note B of €61.1 million ($84.1 million at
December 31, 2013) has a term of 10 years due February 27, 2016 at a fixed annual interest rate of 4.38%. This
Euro-denominated note, in conjunction with the Euro-denominated revolver borrowings mentioned above, are
accounted for as a hedge of our net investment in our European subsidiaries.

Convertible Debt

In 2007, the Company issued $161.5 million of 4.00% Convertible Junior Subordinated Debentures due March 15,
2047 (the "Convertible Debentures"). The Convertible Debentures are convertible into shares of our common stock
at a conversion rate, subject to adjustment, of 36.3777 shares per $1,000 of principal amount, which equals a
conversion price of approximately $27.49 per share. The holders may convert their debentures at any time prior to
maturity. Subsequent to March 20, 2012, if our common stock closing price exceeds 150% of the then prevailing
conversion price for at least 20 trading days during any 30 consecutive trading day period, we have the option to
cause the debentures to be automatically converted into West shares at the prevailing conversion rate.

In 2012, we repurchased $158.4 million in aggregate principal amount of our Convertible Debentures, representing
98.06% of the aggregate outstanding principal amount. During 2013, we repurchased an additional $2.5 million in
aggregate principal amount of our Convertible Debentures. Following these repurchases, approximately $0.6 million
principal amount of Convertible Debentures remains outstanding. As a result of the repurchases, we recognized a
pre-tax loss on debt extinguishment of $0.2 million and $11.6 million during 2013 and 2012, respectively.

Private Placement

In 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount
of the private placement issuance was divided into three tranches - $42.0 million 3.67% Series A Notes due July 5,
2022, $53.0 million 3.82% Series B Notes due July 5, 2024, and $73.0 million 4.02% Series C Notes due July 5,
2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The proceeds from the issuance
reduced indebtedness under our revolving credit facility that was incurred to finance our repurchase of our
Convertible Debentures discussed above. The weighted average of the coupon interest rates on the Notes is 3.87%.
Related interest-rate hedging and transaction costs incurred increase the annual effective rate of interest on the Notes
to an estimated 4.16%. Refer to Note 11, Derivative Financial Instruments, for additional discussion of the related
interest rate hedge. In connection with this issuance, we incurred lender and other third party costs of $1.2 million
which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term
of the Notes.

Covenants

Interest costs incurred during 2013, 2012 and 2011 were $18.6 million, $18.6 million and $19.3 million,
respectively. The aggregate annual maturities of long-term debt were as follows: 2015 - $27.2 million, 2016 - $86.8
million, 2017 - $56.1 million, 2018 - $32.5 million, 2019 - $0.1 million and thereafter - $168.6 million.

Note 11: Derivative Financial Instruments

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

Interest Rate Risk

During 2012, we entered into two forward treasury lock agreements for a total notional amount of $160.0 million, to
protect against changes in the benchmark 10-year Treasury rate during the 30-60 day period leading up to the
issuance date of our private placement debt. We designated these treasury locks as cash flow hedges. In June 2012,
the pricing for our private placement debt (refer to Note 10, Debt) was finalized and accordingly, we terminated both
treasury lock agreements, resulting in a $4.6 million settlement payment made by us. This amount, which was
reflected in accumulated other comprehensive income ("AOCI"), will be expensed over the life of the private
placement debt.

At December 31, 2013, we had $41.3 million of outstanding borrowings under our variable-rate five-year term loan
related to the purchase of our new corporate office and research building. In anticipation of this debt, we entered into
a forward-start interest rate swap in 2011 to hedge the variability in cash flows due to changes in the applicable
interest rate over the stated period. Under this swap, we receive variable interest rate payments based on one-month
LIBOR plus a margin in return for making monthly fixed interest payments at 5.41%. We designated this forward-
start interest rate swap as a cash flow hedge.

In addition, we have a $25.0 million interest rate swap agreement outstanding as of December 31, 2013, that is
designated as a cash flow hedge to protect against volatility in the interest rate payable on our Series B Notes. Under
this swap, we receive variable interest rate payments based on three-month LIBOR in return for making quarterly
fixed rate payments. Including the applicable margin, the interest rate swap agreement effectively fixes the interest
rate payable on the Series B Notes at 5.51%.

Foreign Exchange Rate Risk

During 2012, we entered into a series of foreign currency contracts intended to hedge the currency risk associated
with a portion of our forecasted Yen-denominated purchases of inventory from Daikyo made by West in the U.S.
and certain European subsidiaries. We had also entered into a series of foreign currency contracts to hedge the
currency risk associated with a portion of our forecasted U.S. dollar-denominated inventory purchases made by
certain European subsidiaries. In addition, we entered into a series of foreign currency contracts to hedge the
currency risk associated with a portion of our forecasted Euro-denominated sales of finished goods by one of our
U.S. dollar functional-currency subsidiaries. As of December 31, 2013, none of these contracts were outstanding.

At December 31, 2013, a portion of our debt consists of borrowings denominated in currencies other than the U.S.
dollar. We have designated our €61.1 million ($84.1 million) Euro note B and our €21.0 million ($28.9 million)
Euro-denominated borrowings under our revolving credit facility as a hedge of our net investment in certain
European subsidiaries. A cumulative foreign currency translation loss of $5.7 million pre-tax ($3.5 million after tax)
on this debt was recorded within accumulated other comprehensive loss as of December 31, 2013. We have also
designated our ¥500.0 million Yen-denominated borrowings under our revolving credit facility as a hedge of our net
investment in Daikyo. At December 31, 2013, there was a cumulative foreign currency translation gain on this Yen-
denominated debt of $0.7 million pre-tax ($0.4 million after tax) which was also included within accumulated other
comprehensive loss.

Commodity Price Risk

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

In February 2013, we purchased a series of call options for a total of 58,000 barrels of crude oil to mitigate our
exposure to such oil-based surcharges and protect operating cash flows with regard to a portion of our forecasted
elastomer purchases during the months of July through December 2013. With these contracts we may benefit from a
decline in crude oil prices, as there is no downward exposure other than the $0.1 million premium that we paid to
purchase the contracts.

During the year ended December 31, 2013 and 2012, a loss of $0.1 million and $0.1 million, respectively, was
recorded in cost of goods and services sold related to these options. As of December 31, 2013, there were no call
options outstanding.

Effects of Derivative Instruments on Financial Position and Results of Operations

Refer to Note 12, Fair Value Measurements, for the balance sheet location and fair values of our derivative
instruments as of December 31, 2013 and 2012.

The following table summarizes the effects, net of tax, of derivative instruments designated as hedges on other
comprehensive income (“OCI”) and earnings for the year ended December 31:

Amount of Gain
(Loss) Recognized in
OCI

Amount of (Gain)
Loss Reclassified
from Accumulated
OCI into Income

Location of Gain (Loss)
Reclassified from
Accumulated OCI into
Income

2013

2012

2013

2012

($ in millions)
Cash Flow Hedges:

Foreign currency hedge contracts

0.4

(0.2) $

— Net sales

Foreign currency hedge contracts

Interest rate swap contracts

Forward treasury locks

Total
Net Investment Hedges:

Foreign currency-denominated
debt

Total

(2.5)

0.2

—

(0.8)

(1.9)

(2.9)

(1.9) $

(5.8) $

3.3

1.6

0.2

4.9

—

2.0

0.2

2.2

Cost of goods and services
sold

Interest expense

(2.1) $

(1.1) $

— $

Foreign exchange and
other

—

During 2013 and 2012, there was no material ineffectiveness related to our cash flow and net investment hedges.

Note 12: Fair Value Measurements

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

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

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

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

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

($ in millions)

Assets:

Short-term investments

Deferred compensation assets

Liabilities:

Contingent consideration

Deferred compensation liabilities

Interest rate swap contracts

($ in millions)
Assets:

Short-term investments

Deferred compensation assets

Liabilities:

Contingent consideration

Deferred compensation liabilities

Interest rate swap contracts

Foreign currency contracts

Balance at

December 31,
2013

Basis of Fair Value Measurements

Level 1

Level 2

Level 3

7.5

5.7

13.2

4.3

12.1

5.6

7.5

5.7

13.2

— $

—

— $

12.1

—

5.6

22.0

12.1

Balance at

December 31,
2012

Basis of Fair Value Measurements

Level 1

Level 2

Level 3

12.4

4.0

16.4

3.3

7.6

8.6

1.4

12.4

4.0

16.4

— $

—

— $

7.6

—

8.6

1.4

20.9

7.6

10.0

—

4.3

—

4.3

—

3.3

—

3.3

Short-term investments, which are comprised of certificates of deposit and mutual funds, are valued using a market
approach based on quoted market prices in an active market. Deferred compensation assets are included within other
noncurrent assets and are also valued using a market approach based on quoted market prices in an active market.
The fair value of our contingent consideration is included within other current liabilities and other long-term
liabilities and is discussed further in the section related to Level 3 measurements. The fair value of deferred
compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is
included within other long-term liabilities. Interest rate swaps, included within other long-term liabilities, are valued
based on the terms of the contract and observable market inputs (i.e., LIBOR, Eurodollar synthetic forwards and
swap spreads). The fair value of our foreign currency contracts, included within other current liabilities, is valued
using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. Refer
to Note 11, Derivative Financial Instruments, for further discussion of our derivatives.

Level 3 Fair Value Measurements

The fair value of the SmartDose contingent consideration was determined at the acquisition date using a probability-
weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate.
Changes in the fair value of this obligation are recorded as income or expense within restructuring and other items in
our consolidated statements of income. The significant unobservable inputs used in the fair value measurement of
the contingent consideration are the sales projections, the probability of success factors, and the discount rate.
Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher
fair value measurement. As development and commercialization of SmartDose progresses, we may need to update
the sales projections, the probability of success factors, and the discount rate used. This could result in a material
increase or decrease to the contingent consideration liability.

The following table provides a summary of changes in our Level 3 fair value measurements:

Balance, December 31, 2011

Increase in fair value recorded in earnings

Balance, December 31, 2012

Increase in fair value recorded in earnings

Balance, December 31, 2013

($ in millions)

2.1

1.2

3.3

1.0

4.3

Refer to Note 2, Restructuring and Other Items, for further discussion of acquisition-related contingencies.

Other Financial Instruments

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

Quoted market prices are used to estimate the fair value of publicly traded long-term debt. The fair value of debt that
is not quoted on an exchange is estimated using a discounted cash flow method based on interest rates that are
currently available to us for debt issuances with similar terms and maturities. At December 31, 2013, the estimated
fair value of long-term debt was $365.8 million compared to a carrying amount of $371.3 million. At December 31,
2012, the estimated fair value of long-term debt was $386.0 million and the carrying amount was $378.8 million.

Note 13: Benefit Plans

Certain of our U.S. and international subsidiaries sponsor defined benefit pension plans. In addition, we provide
minimal death benefits for certain U.S. retirees and pay a portion of healthcare costs for retired U.S. salaried
employees and their dependents. Benefits for participants are coordinated with Medicare and the plan mandates
Medicare risk (“HMO”) coverage wherever possible and caps the total contribution for non-HMO coverage. We also
sponsor a defined contribution plan for certain salaried and hourly U.S. employees. Our 401(k) plan contributions
were $4.0 million for 2013, $3.7 million for 2012 and $3.5 million for 2011.

Pension and Other Retirement Benefits

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

($ in millions)
Net periodic benefit cost:
Service cost
Interest cost
Expected return on assets
Amortization of prior service (credit) cost
Amortization of transition obligation
Amortization of actuarial loss (gain)
Curtailment
Settlement effects
Net periodic benefit cost
Other changes in plan assets and benefit
obligations recognized in other comprehensive
income, pre-tax:
Net (gain) loss arising during period
Amortization of prior service credit (cost)
Amortization of transition obligation
Amortization of actuarial (loss) gain
Curtailment
Settlement effects
Total recognized in other comprehensive income
Total recognized in net periodic benefit cost and
other comprehensive income

Pension benefits
2013

2012

Other retirement benefits

2011

2013

2012

2011

8.5 $

9.7 $
14.8
(17.3)
(1.3)
0.1
9.2
—
—

8.9
16.0
15.5
(16.0)
(16.4)
(1.5)
(1.4)
0.1
0.1
6.0
8.5
(0.2)
—
0.8
—
15.2 $ 14.8 $ 14.1

1.1 $
0.6
—
—
—
(0.7)
—
—
1.0 $

1.3 $
1.0
—
0.1
—
—
—
—
2.4 $

1.2
1.0
—
0.1
—
—
—
—
2.3

(35.5) $ 17.3 $ 46.7
1.5
1.4
(0.1)
(0.1)
(6.0)
(8.5)
0.2
—
(0.8)
—
(43.5) $ 10.1 $ 41.5

1.3
(0.1)
(9.2)
—
—

$ (18.5) $

—
—
0.7
—
—

$ (17.8) $

2.1 $
(0.1)
—
—
—
—
2.0 $

1.3
(0.1)
—
—
0.4
—
1.6

(28.3) $ 24.9 $ 55.6

$ (16.8) $

4.4 $

3.9

Net periodic benefit cost by geographic location is as follows:

U.S. plans

International plans

Net periodic benefit cost

Pension benefits

Other retirement benefits

2013

2012

2011

2013

2012

2011

11.9 $

12.0 $

11.4

3.3

2.8

2.7

15.2 $

14.8 $

14.1

1.0 $

2.4 $

—

1.0 $

2.4 $

2.3

—

2.3

In 2011, as a result of the closure of a plant in the U.S., we recorded a $0.2 million net curtailment gain in
restructuring and other items related to our U.S. qualified and postretirement medical plans. In addition, during
2011, due to the retirement of our former President and Chief Operating Officer, we recorded an $0.8 million
settlement loss related to one of our non-qualified defined benefit pension plans. Refer to Note 2, Restructuring and
Other Items, for additional details regarding these items.

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

($ in millions)
Change in benefit obligation:
Benefit obligation, January 1
Service cost
Interest cost
Participants' contributions
Actuarial gain (loss)
Amendments/transfers in
Benefits/expenses paid
Foreign currency translation
Benefit obligation, December 31

Change in plan assets:
Fair value of assets, January 1
Actual return on assets
Employer contribution
Participants' contribution
Benefits/expenses paid
Foreign currency translation
Fair value of assets, December 31

Funded status at end of year

Pension benefits

2013

2012

Other retirement benefits
2012

2013

(363.2) $
(9.7)
(14.8)
(0.6)
12.9
—
16.4
(1.8)
(360.8) $

251.0 $
40.5
8.2
0.6
(16.4)
0.8
284.7 $

(319.9) $
(8.5)
(15.5)
—
(32.4)
(0.3)
15.3
(1.9)
(363.2) $

213.3
32.3
19.8
—
(15.3)
0.9
251.0

(26.0) $
(1.1)
(0.6)
(0.5)
18.5
—
0.5
—
(9.2) $

— $
—
—
0.5
(0.5)
—
— $

(21.7)
(1.3)
(1.0)
(0.5)
(2.1)
—
0.6
—
(26.0)

—
—
0.1
0.5
(0.6)
—
—

(76.1) $

(112.2) $

(9.2) $

(26.0)

International pension plan assets, at fair value, included in the preceding table were $28.5 million and $22.9 million
at December 31, 2013 and 2012, respectively.

Amounts recognized in the balance sheet were as follows:

Pension benefits

($ in millions)
Current liabilities
Noncurrent liabilities

2013
(1.5) $
(74.6)
(76.1) $

Other retirement benefits
2012
(1.2)
(24.8)
(26.0)

2013
(0.7) $
(8.5)
(9.2) $

2012
(1.6) $

(110.6)
(112.2) $

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

($ in millions)
Net actuarial loss (gain)
Transition obligation
Prior service (credit) cost
Total

Pension benefits

Other retirement benefits

2013
95.2 $
0.3
(7.4)
88.1 $

2012
140.0 $
0.4
(8.8)
131.6 $

2013
(15.5) $
—
—
(15.5) $

2012
2.3
—
—
2.3

The actuarial net loss, transition obligation and prior service credit for the defined benefit pension plans that will be
amortized from accumulated other comprehensive loss into net pension expense over the next fiscal year are $4.9
million, $0.1 million and $1.3 million, respectively.

The accumulated benefit obligation for all defined benefit pension plans was $355.4 million and $358.4 million at
December 31, 2013 and 2012, respectively, including $56.6 million and $51.8 million, respectively, for international
pension plans.

All of the defined benefit pension plans have projected benefit obligations and accumulated benefit obligations in
excess of plan assets as of December 31, 2013 and 2012.

Benefit payments expected to be paid under our defined benefit pension plans in the next ten years are as follows:

($ in millions)
2014
2015
2016
2017
2018
2019 to 2023

Domestic
Plans

International
Plans

Total

31.4 $
20.5
22.3
24.4
24.3
133.8
256.7 $

1.6 $
1.5
1.6
2.0
2.3
15.8
24.8 $

33.0
22.0
23.9
26.4
26.6
149.6
281.5

In 2014, we expect to contribute $16.0 million to pension plans, of which $2.0 million is for international plans.
Included in this amount is a minimum ERISA (Employee Retirement Income Security Act) funding requirement for
the U.S. qualified pension plan of $13.1 million, as well as a $0.9 million contribution to our non-qualified defined
benefit pension plan. In addition, we expect to contribute $0.7 million for other retirement benefits in 2014. We
periodically consider additional, voluntary contributions depending on the investment returns generated by pension
plan assets, changes in benefit obligation projections and other factors.

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

Discount rate
Rate of compensation increase
Long-term rate of return on assets

Pension benefits

2013
3.99%
4.24%
7.12%

2012
4.78%
4.29%
7.37%

2011
5.55%
4.33%
7.59%

Other retirement benefits
2013
3.50%
—
—

2012
4.50%
—
—

2011
5.25%
—
—

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

Discount rate
Rate of compensation increase

Pension benefits

2013
4.82%
4.37%

2012
4.07%
4.39%

Other retirement benefits
2012
3.50%
—

2013
4.55%
—

The discount rate used to determine the benefit obligations for U.S. pension plans was 5.00% and 4.10% as of
December 31, 2013 and 2012, respectively. The weighted average discount rate used to determine the benefit
obligations for all international plans was 3.92% and 3.93% as of December 31, 2013 and 2012, respectively. The
rate of compensation increase for U.S. plans was 4.50% for 2013 and 2012, while the weighted average rate for all
international plans was 2.80% for 2013 and 2012. Other retirement benefits were only available to U.S. employees.
The long-term rate of return for U.S. plans, which accounts for 90% of global plan assets, was 7.25% for 2013,
7.50% for 2012 and 7.75% for 2011.

The assumed healthcare cost trend rate used to determine benefit obligations was 7.50% for all participants in 2013,
decreasing to 5.00% by 2019. A change in the assumed healthcare cost trend rate by one percentage point would
result in a $0.4 million increase or decrease in the postretirement obligation. The assumed healthcare cost trend rate
used to determine net periodic benefit cost was 8.00% for all participants in 2013, decreasing to 5.00% by 2019. The
effect of a one percentage point change in the rate would be a $0.1 million increase or decrease in the aggregate
service and interest cost components.

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

Equity securities
Debt securities
Other

2013
66%
32%
2%
100%

2012
65%
34%
1%
100%

Our U.S. pension plan is managed as a balanced portfolio comprised of two components: equity and fixed income
debt securities. Equity investments are used to maximize the long-term real growth of fund assets, while fixed
income investments are used to generate current income, provide for a more stable periodic return, and to provide
some protection against a prolonged decline in the market value of equity investments. Temporary funds may be
held as cash. We maintain a long-term strategic asset allocation policy which provides guidelines for ensuring that
the fund's investments are managed with the short-term and long-term financial goals of the fund, while allowing the
flexibility to react to unexpected changes in capital markets.

The following are the U.S. target asset allocations and acceptable allocation ranges:

Equity securities
Debt securities
Other

Target
allocation
65%
35%
—%

Allocation
range
60%-70%
30%-40%
0%-5%

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

The following tables present the fair value of our pension plan assets, utilizing the fair value hierarchy discussed in
Note 12, Fair Value Measurements:

($ in millions)
Cash
Equity securities:

Indexed mutual funds
International mutual funds

Fixed income securities:

Mutual funds
Insurance contract
Balanced mutual fund

($ in millions)
Equity securities:

Indexed mutual funds
International mutual funds

Fixed income securities:

Mutual funds
Insurance contract
Balanced mutual fund

Balance at
December 31,
2013

Basis of Fair Value Measurements
Level 3
Level 2
Level 1

1.0 $

— $

132.6
55.4

87.4
1.2
7.1
284.7 $

87.4
—
7.1
283.5 $

—
—

—
1.2
—
1.2 $

—

—
—

—
—
—
—

Balance at
December 31,
2012

Basis of Fair Value Measurements
Level 3
Level 2
Level 1

111.4 $
49.6

83.8
1.3
4.9
251.0 $

83.8
—
4.9
249.7 $

— $
—

—
1.3
—
1.3 $

—
—

—
—
—
—

Note 14: Stock-Based Compensation

The 2011 Omnibus Incentive Compensation Plan (the “2011 Plan”) provides for the granting of stock options, stock
appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. The
terms and conditions of awards to be granted are determined by our Board's nominating and compensation
committees. Vesting requirements vary by award. At December 31, 2013, there were 5,286,868 shares remaining in
the 2011 Plan for future grants.

Stock options and stock appreciation rights reduce the number of shares available for grant by one share for each
award granted. All other awards that will be distributed in stock under the 2011 Plan will reduce the total number of
shares available for grant by an amount equal to 2.35 times the number of shares awarded. If awards made under
previous plans would entitle a plan participant to an amount of West stock in excess of the target amount, the
additional shares (up to a maximum threshold amount) will be distributed under the 2011 Plan.

The following table summarizes our stock-based compensation expense for the years ended December 31:

($ in millions)
Stock option and appreciation rights
Performance-vesting shares
Performance-vesting units
Performance-vesting shares/units dividend equivalents
Employee stock purchase plan
Deferred compensation plans
Total stock-based compensation expense

2013

2012

7.7 $
6.5
2.4
0.4
0.4
3.8
21.2 $

5.3 $
6.0
0.9
0.1
0.4
2.8
15.5 $

2011
4.4
3.0
0.2
0.1
0.3
0.4
8.4

In 2011, $0.8 million of stock option expense and $0.7 million of performance-vesting shares expense, which related
to the retirement of our former President and Chief Operating Officer, were recorded within restructuring and other
items. The remainder of the 2011 stock-based compensation expense balance was recorded within selling, general
and administrative expenses.

The amount of unrecognized compensation expense for all nonvested awards as of December 31, 2013, was
approximately $18.7 million, which is expected to be recognized over a weighted average period of 1.6 years.

Stock Options

Stock options granted to employees vest in equal annual increments over 4 years of continuous service. All awards
expire 10 years from the date of grant. Upon the exercise of stock options, shares are issued in exchange for the
exercise price of the options.

The following table summarizes changes in outstanding options:

(in millions, except per share data)
Options outstanding, January 1
Granted
Exercised
Forfeited
Options outstanding, December 31
Options exercisable, December 31

Weighted Average Exercise Price
Options outstanding, January 1
Granted
Exercised
Forfeited
Options outstanding, December 31
Options exercisable, December 31

2012
5.8
1.2
(1.4)
—
5.6
3.0

2012
17.88 $
21.47
13.12
20.66
19.83 $
19.01 $

2011
5.7
1.0
(0.8)
(0.1)
5.8
3.5

2011
16.16
20.43
8.84
19.84
17.88
16.46

2013
5.6
0.9
(1.6)
(0.1)
4.8
2.3

2013
19.83 $
29.71
18.97
23.10
21.99 $
19.51 $

$
$

As of December 31, 2013, the weighted average remaining contractual life of options outstanding and of options
exercisable was 6.8 years and 5.3 years, respectively.

As of December 31, 2013, the aggregate intrinsic value of total options outstanding was $128.7 million, of which
$67.6 million represented vested options.

The fair value of the options was estimated on the date of grant using a Black-Scholes option valuation model that
used the following weighted average assumptions in 2013, 2012 and 2011: a risk-free interest rate of 0.9%, 0.9%
and 2.2%, respectively; stock volatility of 22.5%, 23.3% and 24.3%, respectively; and dividend yields of 1.3%,
1.7% and 1.7%, respectively. Stock volatility is estimated based on historical data and the impact from expected
future trends. Expected lives, which are based on prior experience, averaged 6 years for 2013, 2012 and 2011. The
weighted average grant date fair value of options granted in 2013, 2012 and 2011 was $5.73, $4.01 and $4.38,
respectively.

For the years ended December 31, 2013, 2012 and 2011, the intrinsic value of options exercised was $27.3 million,
$16.9 million and $10.7 million, respectively. The grant date fair value of options vested during those same periods
was $4.0 million, $3.8 million and $4.0 million, respectively.

Stock Appreciation Rights

Stock appreciation rights (“SARs”) granted to eligible international employees vest in equal annual increments over
4 years of continuous service. All awards expire ten years from the date of grant. The fair value of each SAR is
adjusted at the end of each reporting period, with the resulting change reflected in expense. During the year, we
converted 324,920 cash-settled SARs to stock-settled SARs ("SSARs"). As of December 31, 2013, SARs
outstanding were 375,104, of which 104,790 were cash-settled and 270,314 were stock-settled. Upon exercise of a
cash-settled SAR, the employee receives cash for the difference between the grant date price and the fair market
value of the Company's stock on the date of exercise. As a result of the cash settlement feature, SAR awards are
recorded within other long-term liabilities. Upon exercise of a SSAR, shares are issued in exchange for the exercise
price of the SSAR. As a result of the stock settlement feature, SSAR awards are recorded within equity.

The following table summarizes changes in outstanding SARs:

SARs outstanding, January 1
Granted
Exercised
Forfeited
SARs outstanding, December 31
SARs exercisable, December 31

Weighted Average Exercise Price
SARs outstanding, January 1
Granted
Exercised
Forfeited
SARs outstanding, December 31
SARs exercisable, December 31

2012
320,336
145,018
(75,668)
—
389,686
110,292

2012
20.17 $
21.22
18.91
—
20.81
20.70 $

2011
222,096
126,048
(15,370)
(12,438)
320,336
117,800

2011
19.87
20.57
19.58
19.59
20.17
19.86

2013
389,686
132,566
(147,148)
—
375,104
56,938

2013
20.81 $
29.56
20.47
—
24.03
20.95 $

Performance Awards

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

The following table summarizes changes in our outstanding PVS awards:

Non-vested PVS awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested PVS awards, December 31

2013
652,662
175,498
38,330
(273,044)
(15,088)
578,358

2012
657,038
209,680
(120,155)
(83,859)
(10,042)
652,662

2011
695,100
202,198
(116,355)
(103,507)
(20,398)
657,038

Weighted Average Grant Date Fair Value
Non-vested PVS awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested PVS awards, December 31

2013
21.42 $
29.67
23.83
29.56
23.29
23.79 $

2012
19.39 $
21.33
13.86
21.22
20.98
21.42 $

2011
19.61
20.43
20.97
20.43
19.23
19.39

The actual payout of PVS and PVU awards may vary from 0% to 200% of an employee's targeted amount. The fair
value of PVS awards is based on the market price of our stock at the grant date and is recognized as expense over
the performance period. The weighted average grant date fair value of PVS awards granted during the years 2013,
2012 and 2011 was $29.67, $21.33 and $20.43, respectively. Including forfeiture and above-target achievement
expectations, we expect that the PVS awards will convert to 731,007 shares to be issued over an average remaining
term of 1.0 years.

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

The following table summarizes changes in our outstanding PVU awards:

Non-vested PVU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested PVU awards, December 31

2012
54,572
27,100
(7,156)
(5,276)
—
69,240

2011
46,840
26,884
(8,330)
(7,386)
(3,436)
54,572

2013
69,240
25,538
3,000
(18,322)
—
79,456

Weighted Average Grant Date Fair Value
Non-vested PVU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested PVU awards, December 31

2013
20.98 $
29.56
25.30
29.56
—
23.86 $

2012
19.65 $
21.22
15.22
21.22
—
20.98 $

2011
19.47
20.56
20.53
20.43
18.77
19.65

Employee Stock Purchase Plan

We also offer an Employee Stock Purchase Plan (“ESPP”) which provides for the sale of our common stock to
eligible employees at 85% of the current market price on the last trading day of each quarterly offering period.
Payroll deductions are limited to 25% of the employee's base salary, not to exceed $25 thousand in any one calendar
year. In addition, employees may not buy more than 2,000 shares during any offering period (8,000 shares per year).
Purchases under the ESPP were 84,675 shares, 103,010 shares and 110,776 shares for the years 2013, 2012 and
2011, respectively. At December 31, 2013, there were approximately 4.2 million shares available for issuance under
the ESPP.

Deferred Compensation Plans

Our deferred compensation plans include a Non-Qualified Deferred Compensation Plan for Non-Employee
Directors, under which non-employee directors may defer all or part of their annual cash retainers. The deferred fees
may be credited to a stock-equivalent account. Amounts credited to this account are converted into deferred stock
units based on the fair market value of one share of our common stock on the last day of the quarter. For deferred
stock units ultimately paid in cash, a liability is calculated at an amount determined by multiplying the number of
units by the fair market value of our common stock at the date of termination. In addition, deferred stock awards are
granted on the date of our annual meeting, and are distributed in shares of common stock. In 2013, we granted
36,054 deferred stock awards, with a grant date fair value of $32.46. Similarly, a non-qualified deferred
compensation plan for designated executive officers provides for the conversion of compensation into deferred stock
units. As of December 31, 2013, the two deferred compensation plans held a total of 581,058 deferred stock units,
including 24,296 units to be paid in cash.

Annual Incentive Plan

Under our annual incentive plan, participants are paid bonuses on the attainment of certain financial goals, which
they can elect to receive in either cash or shares of our common stock. If the employee elects payment in shares,
they are also given a restricted incentive stock award equal to one share for each four bonus shares issued. The
incentive stock awards vest at the end of four years provided that the participant has not made a disqualifying
disposition of their bonus shares. Incentive stock award grants were 5,300 shares, 2,800 shares and 3,800 shares in
2013, 2012 and 2011, respectively. Incentive stock forfeitures of 200 shares, 800 shares and 2,800 shares occurred in
2013, 2012 and 2011, respectively. Compensation expense is recognized over the vesting period based on the fair
market value of common stock on the award date: $29.56 per share granted in 2013, $21.22 per share granted in
2012 and $20.43 per share granted in 2011.

Note 15: Commitments and Contingencies

At December 31, 2013, we were obligated under various operating lease agreements. Rental expense in 2013 was
$10.3 million. Net rental expense in 2012 and 2011 was $12.0 million and $11.4 million, respectively, and is net of
sublease income of $0.4 million and $0.8 million, respectively.

At December 31, 2013, future minimum rental payments under non-cancelable operating leases were:

Year
2014
2015
2016
2017
2018
Thereafter
Total

($ in millions)
10.5
9.0
7.4
5.1
4.1
17.4
53.5

At December 31, 2013, outstanding unconditional contractual commitments for the purchase of raw materials and
equipment amounted to $31.9 million, of which $17.9 million is due to be paid in 2014.

We have letters of credit totaling $3.5 million supporting the reimbursement of workers' compensation and other
claims paid on our behalf by insurance carriers. Our accrual for insurance obligations was $8.5 million at
December 31, 2013, of which $4.7 million is in excess of our deductible and, therefore, is reimbursable by the
insurance company.

Our SmartDose contingent consideration is payable to the selling shareholders based upon a percentage of product
sales over the life of the underlying product patent, which is 17 years, with no cap on total payments. Given the
length of the earnout period and the uncertainty in forecasted product sales, we do not believe it is meaningful to
estimate the upper end of the range over the entire period. However, our estimated probable range which could
become payable over the next five years is between zero and $4.2 million.

During 2009, we enrolled in a tax amnesty program offered by the Brazilian government which provided for reduced
penalties and interest on certain of our tax obligations. This matter is currently awaiting final disposition in the
Brazilian court system. Our total accrual at December 31, 2013 related to these matters and adjusted for expected
amnesty benefits was $3.0 million.

Note 16: New Accounting Standards

Recently Adopted Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued amended guidance to permit the Federal
Funds Effective Swap Rate (or Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge
accounting purposes under the derivatives and hedging guidance. The guidance also removes the restriction on using
different benchmark rates for similar hedges. The amendments were effective for us immediately upon issuance and
will be applied prospectively to qualifying new or re-designated hedging relationships entered into on or after July
17, 2013. This adoption did not have an impact on our financial statements.

In February 2013, the FASB issued guidance for the reporting of amounts reclassified out of AOCI. The guidance
does not change the current requirements for reporting net income or other comprehensive income in financial
statements; however, it requires an entity to provide information about the amounts reclassified out of AOCI by
component. In addition, an entity is required to present, either on the face of the statement where net income is
presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income,
but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the
same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety
to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide
additional detail about those amounts. We adopted this guidance as of January 1, 2013, on a prospective basis. This
adoption did not have a material impact on our financial statements. Please refer to Note 6, Accumulated Other
Comprehensive Loss, for additional details.

In July 2012, the FASB issued guidance for the impairment testing of indefinite-lived intangible assets. The
guidance permits an entity to first assess qualitative factors to determine whether it is more-likely-than-not that an
indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a
quantitative impairment test. This guidance was effective for us as of January 1, 2013 and we considered it when
performing our annual impairment testing. The adoption of this guidance did not have an impact on our financial
statements. Please refer to Note 1, Summary of Significant Accounting Policies, for additional details.

Standards Issued Not Yet Adopted

In July 2013, the FASB issued revised guidance to address the diversity in practice related to the financial statement
presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit
carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years,
beginning after December 15, 2013. Management believes that the adoption of this guidance will not have a material
impact on our financial statements.

In March 2013, the FASB issued guidance that clarifies the application of U.S. GAAP to the release of cumulative
translation adjustments related to changes of ownership in or within foreign entities, including step acquisitions.
This guidance is effective for annual reporting periods beginning on or after December 15, 2013, and subsequent
interim periods. Management believes that the adoption of this guidance will not have an impact on our financial
statements.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the consolidated financial statements listed in the index appearing under Item 15 (a) (1), present
fairly, in all material respects, the financial position of West Pharmaceutical Services, Inc. and its subsidiaries at
December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedule appearing under Item 15 (a) (2)
presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control -
Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial statements and financial statement
schedule, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over
Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial
statements, on the financial statement schedule, and on the Company's internal control over financial reporting based
on our integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.

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

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

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 27, 2014

Quarterly Operating and Per Share Data (Unaudited)

($ in millions, except per share data)
2013
Net sales
Gross profit
Net income
Net income per share:
Basic
Diluted

2012
Net sales
Gross profit
Net income
Net income per share:
Basic
Diluted

First
Quarter
(1)

Second
Quarter
(2)

Third
Quarter
(3)

Fourth
Quarter
(4)

Full Year

$
$

339.4 $
111.7
31.7 $

344.5 $
110.9
30.2 $

341.8 $
105.5
26.8 $

342.7 $
106.6
23.6 $

1,368.4
434.7
112.3

0.46 $
0.45 $

0.44 $
0.43 $

0.38 $
0.37 $

0.33 $
0.33 $

1.61
1.57

316.3 $
101.1
29.2 $

324.8 $
98.7
15.6 $

303.8 $
90.4
14.8 $

321.5 $
97.5
21.1 $

1,266.4
387.7
80.7

0.43 $
0.41 $

0.23 $
0.23 $

0.22 $
0.22 $

0.31 $
0.30 $

1.19
1.15

The sum of the quarterly per share amounts may not equal full year due to rounding.

Factors affecting the comparability of the information reflected in the quarterly data:

(1) First quarter 2013 net income included a loss on debt extinguishment of $0.2 million and $1.3 million ($0.02

per diluted share) of discrete tax items. Net income for the first quarter 2012 included restructuring and related
charges of $0.3 million, $0.3 million of discrete tax items and $0.1 million related to an increase in acquisition-
related contingencies.

(2) Net income for the second quarter of 2012 included a loss on debt extinguishment of $9.8 million ($0.13 per
diluted share), restructuring and related charges of $2.3 million ($0.03 per diluted share) and $0.2 million
related to an increase in acquisition-related contingencies.

(3) Third quarter 2013 net income included $1.3 million ($0.02 per diluted share) of discrete tax items. Net income
for the third quarter of 2012 included restructuring and related charges of $1.0 million ($0.01 per diluted share),
$1.9 million ($0.03 per diluted share) of discrete tax items and $0.4 million ($0.01 per diluted share) related to
an increase in acquisition-related contingencies.

(4) Net income for the fourth quarter of 2013 included $3.5 million ($0.05 per diluted share) of discrete tax items.

Fourth quarter 2012 net income included $0.3 million related to an increase in acquisition-related contingencies
and $0.1 million of restructuring and related charges.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls are controls and procedures designed to reasonably ensure that information required to be
disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. Disclosure Controls include, without
limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management,
including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include
some, but not all, components of our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our
CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934), as of the end of the period covered by this Form 10-K. Based on this
evaluation, our CEO and CFO have concluded that, as of December 31, 2013, our disclosure controls and
procedures are effective.

Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial
reporting is a process designed under the supervision of our CEO and CFO to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013
based on the framework established in “Internal Control-Integrated Framework (1992)” 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, 2013.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
West have been detected. These inherent limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Also projections of any evaluation of effectiveness to future periods are subject to the risks that controls
may become inadequate because of changes in conditions, or that the degree of compliance with policies or
procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is
included herein.

Changes in Internal Controls
During the fourth quarter ended December 31, 2013, 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.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our directors is incorporated by reference from the discussion under the heading Proposal 1 -
Election of Directors in our 2014 Proxy Statement. Information about our Code of Business Conduct is incorporated
by reference from the discussion under the heading Corporate Governance and Board Matters - Code of Business
Conduct in our 2014 Proxy Statement. Information regarding the procedures by which our shareholders may
recommend nominees to our Board of Directors is incorporated by reference from the discussion under the heading
Other Matters - 2015 Shareholder Proposals or Nominations included in our 2014 Proxy Statement. Information
about our Audit Committee, including the members of the committee, and our Audit Committee financial experts, is
incorporated by reference from the discussion under the heading Corporate Governance and Board Matters -
Committees - Audit Committee in our 2014 Proxy Statement. The balance of the information required by this item is
contained in the discussion entitled Executive Officers of the Company in Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information about director and executive compensation is incorporated by reference from the discussion under the
headings Director Compensation and Executive Compensation in our 2014 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Information required by this Item is incorporated by reference from the discussion under the headings Stock
Ownership in our 2014 Proxy Statement.

Equity Compensation Plan Information Table

The following table sets forth information about the grants of stock options, restricted stock or other rights under all
of the Company's equity compensation plans as of the close of business on December 31, 2013. The table does not
include information about tax-qualified plans such as the West 401(k) Plan or the Tech Group Puerto Rico, Inc.
Savings and Retirement Plan.

Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (a)

Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights (b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a)) (c)

5,970,780 (1) $

21.99 (2)

9,479,205 (3)

—
5,970,780

—
21.99

—
9,479,205

Plan Category

Equity compensation plans
approved by security holders

Equity compensation plans not
approved by security holders
Total

(1)

Includes 1,970,140 outstanding stock options, 270,314 outstanding stock-settled stock appreciation rights,
385,216 unvested restricted performance share units and 260,154 deferred stock-equivalents units granted to
directors under the 2011 Plan. Includes 2,265,446 outstanding stock options, 193,142 unvested restricted
performance share units and 109,000 deferred stock-equivalents units granted to directors under the Non-
Qualified Deferred Compensation Plan for Non-Employee Directors under the 2007 Omnibus Incentive
Compensation Plan (which was terminated in 2011). Includes 517,368 outstanding stock options under the 2004
Stock-Based Compensation Plan (which was terminated in 2007). The average term of remaining options
granted is 6.8 years. No future grants or awards may be made under the terminated plans. The total includes
restricted performance share units at 100% of grant. The restricted performance share unit payouts were at
113.4%, 39.2%, 43.3% in 2013, 2012 and 2011, respectively. The total does not include stock-equivalent units
granted or credited to directors under the Non-Qualified Deferred Compensation Plan for Non-Employee
Directors to be settled only in cash.

(2) Restricted performance share and deferred stock-equivalent units are excluded when determining the weighted-

average exercise price of outstanding options.

(3) Represents 4,192,337 shares reserved under the Company's Employee Stock Purchase Plan and 5,286,868
shares remaining available for issuance under the 2011 Plan. The estimated number of shares that could be
issued for the current period from the Employee Stock Purchase Plan is 827,370. This number of shares is
calculated by multiplying the 634 share per offering period per participant limit by 1,305, the number of current
participants in the plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Information called for by this Item is incorporated by reference from the discussion under the heading Related
Person Transactions and Procedures in our 2014 Proxy Statement. Information about director independence is
incorporated by reference from the discussion under the heading Corporate Governance and Board Matters -
Director Independence in our 2014 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information about the fees for professional services rendered by our independent auditors in 2013 and 2012 is
incorporated by reference from the discussion under the heading Independent Auditor and Fees Paid - Fees Paid to
PricewaterhouseCoopers LLP in our 2014 Proxy Statement. Our Audit Committee's policy on pre-approval of audit
and permissible non-audit services of our independent auditors is incorporated by reference from the section
captioned Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services in our 2014 Proxy
Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

The following documents are included in Part II, Item 8:

Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Balance Sheets at December 31, 2013 and 2012
Consolidated Statement of Equity for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

($ in millions)
For the year ended December 31, 2013
Allowances deducted from assets:

Deferred tax asset valuation allowance
Allowance for doubtful accounts

Total allowances deducted from assets

For the year ended December 31, 2012
Allowances deducted from assets:

Deferred tax asset valuation allowance
Allowance for doubtful accounts

Total allowances deducted from assets

For the year ended December 31, 2011
Allowances deducted from assets:

Deferred tax asset valuation allowance
Allowance for doubtful accounts

Total allowances deducted from assets

Balance at
beginning of
period

Charged
to costs
and
expenses

Deductions
(1)

Balance at
end of
period

20.4 $
0.5
20.9 $

19.3 $
0.3
19.6 $

2.8 $
—
2.8 $

0.6 $
0.3
0.9 $

24.9 $
0.5
25.4 $

(0.2) $
(0.1)
(0.3) $

0.3 $
0.3
0.6 $

0.5 $
(0.1)
0.4 $

(5.4) $
(0.1)
(5.5) $

23.5
0.8
24.3

20.4
0.5
20.9

19.3
0.3
19.6

__________________________
(1) Includes accounts receivable written off, the write-off or write-down of valuation allowances, and

translation adjustments.

All other schedules are omitted because they are either not applicable, not required or because the information
required is contained in the consolidated financial statements or notes thereto.

(a) 3. Exhibits - An index of the exhibits included in this Form 10-K is contained on pages F-1 through F-4 and is

(b)
(c)

incorporated herein by reference.
See subsection (a) 3. above.
Financial Statements of affiliates are omitted because they do not meet the tests of a significant subsidiary at
the 20% level.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, West Pharmaceutical
Services, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

WEST PHARMACEUTICAL SERVICES, INC.
(Registrant)

By: /s/ William J. Federici
William J. Federici
Senior Vice President and Chief Financial Officer

February 27, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of West Pharmaceutical Services, Inc. in the capacities and on the dates indicated.

Signature
/s/ Donald E. Morel, Jr., Ph.D
Donald E. Morel, Jr., Ph.D

Title
Director, Chief Executive Officer and Chairman
of the Board (Principal Executive Officer)

Date
February 27, 2014

/s/ Daniel Malone
Daniel Malone

/s/ William J. Federici
William J. Federici

/s/ Mark A. Buthman
Mark A. Buthman*

/s/ William F. Feehery
William F. Feehery*

/s/ Thomas W. Hofmann
Thomas W. Hofmann*

/s/ L. Robert Johnson
L. Robert Johnson*

/s/ Paula A. Johnson
Paula A. Johnson*

/s/ Myla Lai-Goldman, M.D.
Myla Lai-Goldman, M.D.*

/s/ Douglas A. Michels
Douglas A. Michels*

/s/ John H. Weiland
John H. Weiland*

/s/ Anthony Welters
Anthony Welters*

/s/ Patrick J. Zenner
Patrick J. Zenner*

Vice President and Controller
(Principal Accounting Officer)

February 27, 2014

Senior Vice President and Chief Financial Officer February 27, 2014
(Principal Financial Officer)

Director

February 18, 2014

* By John R. Gailey III pursuant to a power of attorney.

(This page has been left blank intentionally.)

Exhibit
Number
3.1

3.2

3.3

4.1

4.2

4.3

4.4 (1)

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9 (2)

10.10 (2)

10.11 (2)

10.12 (2)

EXHIBIT INDEX

Description
Our Amended and Restated Articles of Incorporation effective December 17, 2007 are incorporated
by reference from our Form 8-K dated December 17, 2007.

Certificate of Amendment of our Amended and Restated Articles of Incorporation, is incorporated
by reference from our Form 8-K filed on August 26, 2013.

Our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-
K dated October 20, 2008.

Form of stock certificate for common stock is incorporated by reference from our annual report on
Form 10-K dated May 6, 1999.

Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by
reference from our Form 8-K dated December 17, 2007.

Article I and V of our Bylaws, as amended through October 14, 2008 are incorporated by reference
from our Form 8-K dated October 20, 2008.

Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries
have been omitted.

First Amendment to Credit Agreement, dated February 1, 2013, among West Pharmaceutical
Services, Inc., certain of its subsidiaries, the several banks and other financial institutions party
thereto, and PNC Bank, National Association, as administrative agent for the Lenders incorporated
by reference from our Form 8-K filed on February 6, 2013.

Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named
therein is incorporated by reference from our Form 8-K filed on July 10, 2012.

Credit Agreement, dated April 27, 2012, by and among West Pharmaceutical Services, Inc., our
direct and indirect subsidiaries from time to time parties thereto, the several banks and other
financial institutions from time to time parties thereto and PNC Bank, National Association, as
administrative agent for the Lenders incorporated by reference from our Form 8-K filed on May 3,
2012.

Lease Agreement dated December 17, 2010, by and between us and 530 Regency Drive Associates,
L.P., a Pennsylvania limited partnership, is incorporated by reference from our 8-K dated December
22, 2010.

Letter to 530 Regency Drive Associates, L.P. exercising purchase option.

Lease dated as of December 31, 1992 between Lion Associates, L.P. and us relating to the lease of
our headquarters in Lionville, Pa. is incorporated by reference from our 1992 10-K report.

First Addendum to Lease dated as of May 22, 1995 between Lion Associates, L.P. and us is
incorporated by reference from our 1995 10-K report.

Lease dated as of December 14, 1999 between White Deer Warehousing & Distribution Center, Inc.
and us relating to the lease of our site in Montgomery, Pa. is incorporated by reference from our
2002 10-K report.
1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective as of April 27, 1999
(now terminated), is incorporated by reference from our 10-Q report for the quarter ended June 30,
1999.

Amendment No. 1 to 1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective
October 30, 2001, is incorporated by reference from our 2001 10-K report.

Form of Second Amended and Restated Change-in-Control Agreement between us and certain of
our executive officers dated as of March 25, 2000 is incorporated by reference from our 10-Q report
for the quarter ended March 31, 2000.

Form of Amendment No. 1 to Second Amended and Restated Change-in-Control Agreement dated
as of May 1, 2001 between us and certain of our executive officers is incorporated by reference
from our 2001 10-K report.

F-1

Exhibit
Number
10.13 (2)

10.14 (2)

10.15 (2)

10.16 (2)
10.17 (2)
10.18 (2)
10.19 (2)

10.20 (2)

10.21 (2)

10.22 (2)

10.23 (2)

10.24 (2)

10.25 (2)

10.26 (2)

10.27 (2)

10.28 (2)

10.29 (2)

10.30 (2)

10.31 (2)

10.32 (2)

10.33 (2)

10.34 (2)

10.35 (2)

Description
Form of Amendment No. 2 to Second Amended and Restated Change-in-Control Agreement
between us and certain of our executive officers, dated as of various dates in December 2008, is
incorporated by reference from our 2008 10-K report.

Schedule of agreements with executive officers is incorporated by reference from our 2008 10-K
report.

Change-in-Control Agreement, dated as of January 21, 2011, between us and Jeffrey C. Hunt, is
incorporated by reference from our 2011 10-K report.

Change-in-Control Agreement, dated as of May 3, 2012, between us and John Paproski.

Change-in-Control Agreement, dated as of August 16, 2012, between us and Daniel Malone.

Change-in-Control Agreement, dated as of August 15, 2012, between us and Karen Flynn.

Non-Competition Agreement, dated as of October 5, 1994, between us and Steven A. Ellers, is
incorporated by reference from our 2007 10-K report.
Employment Agreement, dated as of April 30, 2002, between us and Donald E. Morel, Jr. is
incorporated by reference from our 10-Q report for the quarter ended September 30, 2002.

Amendment #1 to the Employment Agreement between us and Donald E. Morel, Jr., dated as of
December 19, 2008, is incorporated by reference from our 2008 10-K report.

Non-Qualified Stock Option Agreement, dated as of April 30, 2002 between us and Donald E.
Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30,
2002.

Indemnification Agreement, dated as of January 5, 2009 between us and Donald E. Morel, Jr. is
incorporated by reference from our Form 8-K dated January 6, 2009.

Supplemental Employees' Retirement Plan, as amended and restated effective January 1, 2008, is
incorporated by reference from our 2008 10-K report.

Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated
effective January 1, 2008, is incorporated by reference from our 2008 10-K report.

Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30,
2013.

1998 Key Employee Incentive Compensation Plan, dated March 10, 1998 (now terminated) is
incorporated by reference from our 1997 10-K report.

Amendment No. 1 to 1998 Key Employees Incentive Compensation Plan, effective October 30,
2001 is incorporated by reference from our 2001 10-K report.

West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan is incorporated by
reference from our Form 8-K filed on May 6, 2011.

2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007, is incorporated by
reference to Exhibit 99.1 of the Company's Form 8-K dated May 4, 2007.

2004 Stock-Based Compensation Plan (now terminated) is incorporated by reference from our
Proxy Statement for the 2004 Annual Meeting of Shareholders.
Form of Director 2004 Non-Qualified Stock Option Award Agreement, issued pursuant to the 2004
Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter
ended September 30, 2004.

Form of Director 2004 Stock Unit Award Agreement, issued pursuant to the 2004 Stock-Based
Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended
September 30, 2004.

Form of Director 2004 Non-Qualified Stock Option Agreement, issued pursuant to the 2004 Stock-
Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended
September 30, 2004.

Form of Executive 2005 Non-Qualified Stock Option Award Notice is incorporated by reference
from our 10-Q report for the quarter ended September 30, 2005.

F-2

Exhibit
Number
10.36 (2)

10.37 (2)

10.38 (2)

10.39 (2)

10.40 (2)

10.41 (2)

10.42 (2)

10.43 (2)

10.44 (2)

10.45 (2)

10.46 (2)

10.47 (2)

10.48 (2)

10.49 (2)

10.5

10.51

10.52 (3)

10.53 (3)

10.54 (3)

10.55

10.56 (3)

Description
Form of Director 2005 Non-Qualified Stock Option Award Notice is incorporated by reference from
our 10-Q report for the quarter ended September 30, 2005.

Form of Director 2005 Stock Unit Share Award Notice is incorporated by reference from our 10-Q
report for the quarter ended September 30, 2005.

Form of Executive 2006 Bonus and Incentive Share Award is incorporated by reference from our
10-Q report for the quarter ended March 31, 2006.

Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference from our
10-Q report for the quarter ended March 31, 2006.

Form of 2006 Performance-Vesting Restricted (“PVR”) Share Award is incorporated by reference
from our 10-Q report for the quarter ended March 31, 2006.

Form of Director 2006 Non-Qualified Stock Option Award Notice is incorporated by reference from
our 10-Q report for the quarter ended June 30, 2006.

Form of Director 2006 Stock Unit Award Notice is incorporated by reference from our 10-Q report
for the quarter ended June 30, 2006.
Form of 2007 Bonus and Incentive Share Award, issued pursuant to the 2004 Stock-Based
Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March
31, 2007.

Form of 2007 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued
pursuant to the 2004 Stock-Based Compensation Plan, is incorporated by reference from our 10-Q
report for the quarter ended March 31, 2007.

Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive
Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended June
30, 2007.

Form of 2008 Bonus and Incentive Share Award, issued pursuant to the 2007 Omnibus Incentive
Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March
31, 2008.

Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued
pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our
10-Q report for the quarter ended March 31, 2008.

Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive
Compensation Plan, is incorporated by reference from our 2008 10-K report.

Form of 2009 Supplemental Long-Term Incentive Award, is incorporated by reference from our 10-
Q report for the quarter ended September 30, 2009.

Credit Agreement, dated June 3, 2011, by and among us, certain of our subsidiaries, several banks
and other financial institutions from time to time parties thereto (the "Lenders") and PNC Bank,
National Association, as administrative agent for the Lenders.

Security Agreement, dated June 3, 2011, by and among us, the subsidiaries of the Company listed
on the signature pages thereto and PNC Bank, National Association, as administrative agent, for the
holders of the Obligations.

Agreement, effective as of January 1, 2005, between us and The Goodyear Tire & Rubber Company
is incorporated by reference from our 10-Q report for the quarter ended June 30, 2005.

First Agreement to Amend to Agreement, effective as of July 1, 2008, between us and The
Goodyear Tire & Rubber Company is incorporated by reference from our 10-Q report for the
quarter ended March 31, 2009.

Supply Agreement, dated as of October 1, 2007, between us and Becton, Dickinson and Company is
incorporated by reference from our 2007 10-K report.

Distributorship Agreement, dated January 25, 2007, between Daikyo Seiko, Ltd. and us is
incorporated by reference from our 2006 10-K report.

Amended and Restated Technology Exchange and Cross License Agreement, dated January 25,
2007, between us and Daikyo Seiko, Ltd. is incorporated by reference from our 2006 10-K report.

F-3

Exhibit
Number
10.57 (3)

10.58 (2)

10.59 (2)

10.60 (2)

10.61

10.62

12.1

21.
23.

24.

31.1

31.2

32.1*

32.2*

Description
Global Supply Agreement by and between ExxonMobil Chemical Company and us, entered into on
July 28, 2011, and effective from January 1, 2011 through December 31, 2013 is incorporated by
reference from our Form 8-K report filed on July 1, 2011.

Amendment to Letter Agreement, dated as of May 1, 2003, between us and Robert S. Hargesheimer
is incorporated by reference from our 2003 10-K report.
Amendment #2 to Letter Agreement, dated as of December 19, 2008, between us and Robert S.
Hargesheimer, is incorporated by reference from our 2008 10-K report.

Letter Agreement dated as of March 30, 2006 between us and Donald E. Morel, Jr. is incorporated
by reference from our 10-Q report for the quarter ended June 30, 2006.

Note Purchase Agreement, dated as of July 28, 2005, among us and each of the purchasers listed on
Schedule A thereto, is incorporated by reference from our 8-K report dated August 3, 2005.

Indemnification agreements between us and each of our directors in the form of Exhibit 10.1 to our
Form 8-K report dated January 6, 2009, which is incorporated by reference.

Computation of Ratio of Earnings to Fixed Charges.

Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.

Powers of Attorney.

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

101.SCH

101.CAL

101.LAB

101.PRE

101.DEF

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

(1) We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term

debt of the Company and its subsidiaries.

(2) Management compensatory plan.

(3) Certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the

SEC.

* Furnished, not filed.

F-4

Investor Information

Stock Listing
NYSE symbol: WST

Shareholders of Record
As of December 31, 2013: 931

Average Daily Trading Volume 2013
First Quarter:
339,997 shares
Second Quarter: 247,069 shares
246,659 shares
Third Quarter:
Fourth Quarter: 245,798 shares

Global Headquarters
West Pharmaceutical Services, Inc.
530 Herman O. West Drive | Exton, PA 19341 | USA
610-594-2900
www.westpharma.com

Annual Meeting
Tuesday, May 6, 2014, 9:30 a.m. | Exton, PA

Code of Business Conduct
Available at http://investor.westpharma.com

Investor Relations Contact
Michael A. Anderson
Vice President and Treasurer
610-594-3345
Mike.Anderson@westpharma.com

Transfer Agent and Registrar
Broadridge Corporate Issuer Solutions
1717 Arch St., Suite 1300
Philadelphia, PA 19103
855-627-5084
shareholder@broadridge.com

Written Affirmation
On June 3, 2013, Donald E. Morel, Jr.,
Ph.D., West’s Chief Executive Officer,
submitted to the NYSE the Written
Affirmation required by the rules of
the NYSE certifying that he was not
aware of any violations by the Company
of NYSE Corporate Governance listing
standards.

Dividend Reinvestment Plan
The West Pharmaceutical Services
Dividend Reinvestment Plan for all
registered shareholders is a convenient
and economical way for shareholders
to increase their investment in West
through the purchase of additional
shares with dividends and volun-
tary cash payments. All brokerage
commissions and costs of adminis-
tering the plan are paid by West. For
details of the plan and an enrollment
form, please contact the Dividend
Reinvestment Department of Broad-
ridge Corporate Issuer Solutions (see
Transfer Agent and Registrar).

Investor On-Line
http://investor.westpharma.com

Trademarks
All trademarks and registered
trademarks used in this report are
the property of West Pharmaceutical
Services, Inc., and its subsidiaries in
the United States and other jurisdic-
tions, unless noted otherwise.

Section 302 and 906 Certifications
The certifications of Dr. Morel and
William J. Federici, West’s Chief
Financial Officer, made pursuant to
Section 302 and Section 906 of the
Sarbanes-Oxley Act of 2002 regarding
the quality of the Company’s public
disclosures, have been filed as
exhibits to West’s 2013 Form 10-K.

Dividends
West Pharmaceutical Services has
paid 173 consecutive quarterly
common stock cash dividends since
becoming a public company. Divi-
dends are usually declared by the
Board during the last month of each
calendar quarter and, if approved,
are paid on the first Wednesday of
February, May, August and November
to shareholders of record two weeks
prior to the payment date.

Publications
To receive copies of press releases
or quarterly and annual reports filed
with the United States Securities and
Exchange Commission, write to Investor
Relations at global headquarters,
call 888-594-3222, or send a
message through West’s website,
westpharma.com.

West Pharmaceutical Services, Inc.

530 Herman O. West Drive
Exton, PA 19341 | USA

#8074 • 0314