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T H E Y E A R 2 0 2 3 M A R K E D W E S T ’ S C E N T E N N I A L
and was a year for celebrating the legacy of our business and the leading role we have
played in 100 years of commitment to delivering for our customers and driving innovation
focused on patient needs.
Importantly, it also provided us the opportunity to look toward the future and our
game-changing innovations that will have a greater and more positive impact on the world.
2023 was a year of continued growth for West.
With expansions taking place at many of our
sites worldwide, several product launches, and a
continued dedication to the growing needs of our
customers, West honored where we have been
while positioning us for where we are going next.
Our legacy affords us the industry-leading expertise
required to meet increased global demand, new and
emerging markets, and advancements in technology.
We have a longstanding record of optimizing operations
to meet rapid industry change, environmental
sustainability goals, and critical patient needs.
Throughout the year, our 10,000+ team members
remained committed to giving back to the
communities in which we live and work. We
are proud that, in our centennial year, between
team member and West giving, we provided
over $4.3 million to nonprofits and charities
worldwide, and our team members volunteered
more than 4,700 hours of community service.
West is a leader for the next generation of advanced
pharmaceutical packaging and delivery solutions for
life-saving medicines. Delivering for our customers and
driving innovation is at the forefront of all that we do.
Year 101 marks our first step into the future of West,
and while we will continue to grow, our purpose — to
improve patients’ lives — will steadfastly remain.
2 0 2 3 A N N UA L R E P O R T
2
W E S T P H A R M AC E U T I C A L S E R V I C E S , I N C .
YEAR 100
B Y T H E N U M B E R S
100 YE ARS OF BEING
BY YOUR SIDE FOR A
HE ALTHIER WORLD®
10,000 + TE AM
MEMBERS COMMIT TED
TO OUR PURPOSE
48+ BILLION COMPONENTS
SHIPPED
EXPANSIONS AT OUR
MANUFAC TURING SITES WILL
RESULT IN 450,000 ADDITIONAL
SQUARE FEET OF SPACE
2023 1-YE AR TOTAL
SHAREHOLDER RETURN
(TSR) OF 50%
50+ GLOBAL LOC ATIONS WITH
25 MANUFAC TURING SITES
31 CONSECUTIVE YE ARS OF
ANNUAL INCRE ASE IN THE
COMPANY'S DIVIDEND
$4.3 MILLION IN CORPOR ATE,
FOUNDATION AND
EMPLOYEE GIVING
200+ CHARITABLE
ORGANIZ ATIONS PARTNERED
WITH ACROSS THE GLOBE
In 2023, our core
offerings were
expanded with the
introduction of several
key products, including:
FluroTec® 5-10mL
cartridge plunger and
West Ready Pack™
with Corning® Valor®
RTU Vials.
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SUS TA INED, CONSIS T EN T GROW T H
CONSTANT CURRENCY
CAGR 13.3%
REPORTED
CAGR 12.5%
$2.95
BILLION
ADJUSTED
DILUTED EPS
CAGR 25.7%
600%
$8.08
19%
500%
NYSE: WST
S&P 500
S&P 500 Health Care Index
$1.84
BILLION
$3.24
37%
400%
300%
200%
100%
2019
2020 2021 2022 2023
2019 2020
2021
2022
2023
2018 2019
2020
2021
2022
2023
NET SALES
ADJUSTED-DILUTED EPS1
(NON-U.S. GAAP)
COMPARISON OF CUMULATIVE
FIVE-YEAR TOTAL RETURN2
(DEC. 31, 2018 – DEC. 31, 2023)
A STRONG FOUNDATION
WELL- POSI T IONED FOR FU T UR E GROW T H
NET SALES BY
GEOGRAPHIC
LOCATION
NET SALES BY
PRODUCT
CATEGORY
NET SALES BY
MARKET
GROUP
45% Americas
50% High-Value Components
46% Europe, Middle East, Africa
21% Standard Packaging
9% Asia Pacific
10% High-Value Delivery Devices
37% Biologics
20% Generics
24% Pharma
19% Contract-Manufactured Products3
19% Contract-Manufactured Products3
1 Please refer to our 2023 Form 10-K, February 15, 2024 Earnings Release on Form 8-K and
prior year earnings releases for the reconciliation of Non-U.S. GAAP financial measures.
2 Source: IR Insight
3 Non-proprietary products
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2 0 2 3 A N N UA L R E P O R T
4
W E S T P H A R M AC E U T I C A L S E R V I C E S , I N C .
WEST PHARMACEUTICAL SERVICES, INC. & SUBSIDIARIES
FIN A NCI A L SUMM A RY
Net Sales
Organic Net Sales Growth
Gross Profit
Gross Profit Margin
Operating Profit
Operating Profit Margin
Net Income
Diluted Earnings Per Share
As reported (U.S. GAAP)
As adjusted (Non-U.S. GAAP)1
Operating Cash Flow
Capital Expenditures
Financial Condition
Cash
Debt
Equity
Working Capital
2023
$2,949.8
1.6%
$1,129.2
38.3%
$676.0
22.9%
$593.4
$7.88
$8.08
$776.5
$362.0
$853.9
$206.8
$2,881.0
$1,264.6
2022
$2,886.9
7.7%
$1,136.2
39.4%
$734.0
25.4%
$585.9
$7.73
$8.58
$724.0
$284.6
$894.3
$208.9
$2,684.9
$1,400.5
1 Please refer to our 2023 Form 10-K, February 15, 2024 Earnings Release on Form 8-K and
prior year earnings releases for the reconciliation of Non-U.S. GAAP financial measures.
SmartDose® and Vial2Bag Advanced® information available at https://www.westpharma.com/
products/self-injection-platforms/smartdose/10-large-volume-wearable-injector-device and
https://www.westpharma.com/products/vial-adapter-systems/vial2bag-advanced-admixture-
adapter-drug-transfer-system.
VIAL2BAG ADVANCED® ADMIXTURE DEVICE
are single use, fluid transfer devices that make it possible at the
point of care to reconstitute and/or admix drugs from drug vials
into the IV bag containing infusion solution, through the IV bag
administration port.
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A LETTER FROM OUR
PR E SIDEN T,
CHIEF E XECU T I V E OFFICER
& CH A IR OF T HE BOA R D
Dear Shareholders,
In 2023, West celebrated its 100th year in business
and commemorated a journey that has taken us from
the production of rubber stoppers and Flip-Off® seals to
the development of the latest advances in high-quality
closures for vials and pre-filled syringes and integrated,
wearable devices. As we reflected on the major
moments in our history, including our role in delivering
penicillin to our troops during World War II, to the more
the shareholders and increased our dividend for the
31st year in a row.
EXECUTE, INNOVATE AND GROW
Our ongoing success can be attributed to our well-
established long-term business strategy, centered
on our ability to execute our market-led strategy,
innovate with new products and services and invest
in our growth.
recent support of vaccines and treatments during the
COVID-19 pandemic, we took the time to recognize our
EXECUTE
team. The more than 10,000 individuals who come to
work each day focused on delivering for the patients we
serve are the reason we have been able to sustain our
success for the last century, and why we stand ready to
continue this success well into the future.
BUSINESS HIGHLIGHTS
In 2023, we reported net sales of $2.950 billion and
1.6% organic net sales growth over the prior year.
Excluding COVID-19, the Proprietary Products segment
organic sales would have shown mid-teens digit
growth, with all three market segments having double-
digit organic sales growth. Driving this growth was
demand for our high-value product (HVP) offerings for
both legacy drugs and recently launched therapies.
Additionally, organic net sales grew 13.8% within our
Contract Manufacturing Products segment.
Along with this sales growth, we used our operating
cash flow to fund capital expenditures, return cash to
Our market-led strategy reflects our customers’ needs
within the dynamic biopharmaceutical and medical
device markets in which we operate. Injectable
drugs are a fast-growing segment of this market
and biologic products make up an even faster-
growing sub-segment. West’s products are uniquely
positioned to serve customers in this space, as our
Company provides the scale, quality and technology
that is required of these complex and highly sensitive
products. In 2023, HVP components and devices
represented approximately 74% of our Proprietary
Product segment sales, accounting for a substantial
portion of the approximate 48 billion components we
produced that also went to pharmaceutical, generic
and medical device customers. To bolster these
products, West also provides services, including insight
and counsel from our team of scientific thought leaders
and technical experts. The support our team provides
for customers from development to commercialization
across all market segments continues to set West apart,
and is the reason we are a market leader.
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W E S T P H A R M AC E U T I C A L S E R V I C E S , I N C .
INNOVATE
ONE WEST TEAM
West remains committed to the pursuit of scientific
innovation and partnerships to address the changing
needs of the health care industry. Earlier this year,
we opened a state-of-the-art R&D Lab in Radnor,
Pennsylvania supporting enhancements in chemistry,
materials sciences and biology. This facility will allow
us to bring our scientific and technical expertise
together, so we can continue to define what is possible
in improving patients’ health. We also had several
important product approvals and milestones in 2023.
In December, we received FDA clearance for our
Vial2Bag Advanced® 13mm admixture device, a key
addition to our administration system portfolio, and we
received the Best Technologies Award at INTERPHEX,
for West's Ready PackTM offering, which includes
Corning® Valor® RTU Vials.
GROW
To enable our future growth and success, West made
significant capital investments in 2023 to grow our
already strong manufacturing and operations network
and deepen our team’s capabilities—all of which will
allow us to better serve customers. These investments,
which totaled more than $360 million, included
technical upgrades and capacity builds across our
global manufacturing network. Together with a strong
and growing portfolio of products and services, these
investments will fuel organic sales growth and margin
expansion, allowing West to reach more patients with
its products and services, and deliver value back to
shareholders.
SUSTAINABILITY
Through our newly established Environmental, Social
and Governance (ESG) priorities, which are linked to
our mission, vision and values, West remains committed
to pursuing sustainable business practices that include
giving back to the community; providing a safe, healthy
and diverse work environment for team members;
setting fair and equitable pay practices; and adopting
science-based, rigorous and quantitative environmental
targets. The Board hears from the ESG team at regular
intervals and monitors the Company’s progress against
the five-year goals we have established in these areas.
I am proud to report that West’s efforts have been
recognized by both USA Today and Newsweek as
industry-leading — a testament to the high standards to
which we aspire.
Developing our team and bringing together the
brightest minds in our industry is a focus of our
leadership team at West. With more than 10,000 team
members across the 50+ sites in which we operate,
West is also dedicated to fostering an environment that
celebrates differences and promotes collaboration,
ensuring every employee feels supported and has
equal opportunities to thrive. Emphasizing diversity is
a key aspect of West’s recruitment strategy, and today
at West, 40% of our Executive Team are women with
60% being women and/or people of color. We were
pleased to recently be named as one of America's
Greatest Workplaces for Diversity 2024 by Newsweek in
recognition of our efforts.
Sadly, 2023 also marked a tumultuous year for our
colleagues in Israel and the region, as the war there
continues. We have continued to monitor the situation
very closely and our top priority and focus remains
on the safety and wellbeing of our team members
and their families. Our production and R&D activities
in Israel are active and we have taken proactive
measures to ensure the continuity of critical health care
components to our customers.
LOOKING AHEAD
Our financial performance in 2023 is a testament to
the foundation and legacy that West has built over the
last century. The past few years have been a reminder
that the world does not stand still, and the needs of
the health care industry are evolving and growing in
complexity. Our 100th year in service was a time to
reflect on our heritage, celebrate everything we have
achieved and look forward to our future with a renewed
sense of determination.
We are proud to serve as a valuable, trusted partner
for customers to support patient health, and look
forward to continuing to play a critical role in delivering
health care in the century ahead. Thank you to you,
our shareholders, for your continued investment and
support of West and our shared purpose to improve
patients‘ lives.
Sincerely,
Eric M. Green
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O U R C O M M I T M E N T
W E S T W A S F O U N D E D
W I T H T H E V I S I O N
O F O N E P E R S O N ,
H E R M A N O . W E S T .
We are proud to continue his vision and
purpose of helping to improve patients’
lives around the world and drive forward
our essential role in health care. We believe
the future innovations we will advance
across the next 100 years will provide a
greater and more positive impact, as we
firmly stand by the side of our customers
and patients in new and exciting ways.
Since 1923, this strong sense of purpose,
along with clearly defined Core Values,
have guided West every step of the way.
These values have guided us to make
a difference for our team members,
customers, communities, and millions of
patients across the world. We are proud
that West has remained committed
to product quality and safety for both
patients and our team members. As the
world continues to rapidly change in many
ways, West’s Core Values, along with our
dedication to ESG, will not waver.
HEALTH AND SAFET Y
In 2023, we remained steadfast in our relentless approach to safety,
and that resulted in positive success in almost every measurable
aspect of safety.
Throughout the year, we further enhanced our proactive safety focus,
especially around the prevention of serious incidents and injuries.
With a cross-functional and coordinated group effort, we focused
on the proactive elimination of hazards by finding safer alternatives.
By leveraging engineering controls, improving processes, and
implementing positive changes in behaviors/choices, we were able
to minimize the probability and severity of incidents. This concerted
safety effort resulted in West achieving a 21% decrease (i.e.,
improvement) in our 2023 Serious Incident Rate as compared to our
baseline year in 2022.
Our team members continued to be fully engaged in the safety
process, and in 2023, more than 35,000 See-Do-Say submissions were
entered by our team members across our global network of sites. The
See-Do-Say hazard identification program promotes team members’
ability to recognize workplace hazards and take ownership with
immediate action to mitigate the risk.
ENVIRONMENTAL IMPAC T
As we celebrated our 100-year history, we recognized that for a century
West has been committed to sustainable business practices — giving
back to our communities, providing a safe, healthy and diverse work
environment for our team members, and focusing on areas where we
could have the most positive impact on our environment.
In 2019 we set our most recent five-year environmental goals, which
concluded in 2023. We will be reporting our progress against these
goals in our 2023 ESG Report. We are proud of our achievements
against all goals, including a noteworthy improvement in renewable
electricity, which realized a 13% improvement over the previous year.
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8
W E S T P H A R M AC E U T I C A L S E R V I C E S , I N C .
With emphasis on science-based targets, we have a more clearly
defined pathway for West to reduce greenhouse gas (GHG) emissions
that are in line with the Paris Agreement goals. West has committed to
joining other organizations worldwide by setting emissions reduction
targets grounded in science through the Science-Based Targets
initiative (SBTi).
In 2023, larger strategic programs were introduced in Europe, with major
grants focused on Diabetes and Obesity research and care. In Asia Pacific,
specifically in Singapore, we focused on waste reduction in waterways. We
also expanded our giving for education — with the first-ever Chairman’s
Scholarship of $10,000 to the top-ranking scholarship applicant , in honor of
our former Chair of the Board Patrick Zenner.
Our next set of goals, to be achieved by 2030, are based on six
priorities of focus that directly link to our Mission, Vision, and Values.
These priorities are Climate Strategy; Waste in Operational Processes;
Research and Development (R&D) for the Environment; Responsible
Supply Chain; Talent Diversity and Attraction; and Talent Engagement
and Retention.
Many more details on our ESG commitment will be provided in
our upcoming ESG Report.
Some charitable highlights from 2023 include:
▹ Provided over 30 grants focused on people with disabilities
▹ Provided over 65 grants focused on access to health care
▹ The Herman O. West Foundation awarded 21 scholarships
▹ Over 4,700 team member volunteer hours
▹ $4.3 million in corporate, foundation and employee charitable giving
PHIL ANTHROPY
With the philanthropic ethos of our founder, we are committed to
further expansion of our strategic programs that deliver on our promise
of being By Your Side for a Healthier World®. Our One West Team is a
unified force that continues to make a difference in local communities
through fundraising, volunteering, and community grants.
We continued to support initiatives and organizations that align with
our mission in the focus areas of Science, Technology, Engineering, and
Mathematics (STEM) education, children, people with disabilities, and
health care. Our charitable giving framework is organized into three
distinct pillars: West Pharmaceutical Services, Inc. corporate giving;
the Herman O. West Foundation, an independently managed 501(c)(3)
entity that awards scholarships and matches gifts; and West without
Borders, our team-member-led giving program.
RECOGNITION
In 2023, we were proud to have once again been listed in Newsweek’s
Americas Most Responsible Companies. In addition, we were named one
of America’s Climate Leaders 2023 by USA TODAY. At a local level, our R&D
Lab, located in Radnor, Pennsylvania, was recognized with a Leadership in
Energy and Environmental Design (LEED) Certification. And, our Dublin,
Ireland manufacturing site was awarded the Commitment to Sustainability
Award at the 2023 Invest in Ireland Awards.
West was also honored to receive regional corporate responsibility
recognition from the Philadelphia Business Journal, including the
Faces of Philanthropy Award. In the Asia Pacific region, we received the
Qingpu Top 100 Enterprises of Excellence, which recognizes companies
that have made great contributions to Qingpu development.
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MARK A. BUTHMAN
Retired Executive Vice President &
Chief Financial Officer
Kimberly-Clark Corporation
Director since 2011
Board committees: Finance; Innovation
and Technology
WILLIAM F. FEEHERY, PH.D.
Chief Executive Officer
Certara
Director since 2012
Board committees: Audit; Compensation;
Finance
ROBERT F. FRIEL
Retired Chair, President & Chief
Executive Officer
PerkinElmer, Inc.
Director since 2020
Board committees: Compensation;
Innovation and Technology; Nominating
and Corporate Governance
ERIC M. GREEN
President & Chief Executive Officer
Director since 2015
Chair of the Board
THOMAS W. HOFMANN
Retired Senior Vice President &
Chief Financial Officer
Sunoco, Inc.
Director since 2007
Board committees: Audit; Compensation
STEPHEN H. LOCKHART, M.D., PH.D.
Retired Chief Medical Officer
Sutter Health
Director since 2022
Board committees: Finance; Innovation
and Technology
H O N O R A RY
D I R EC TO R
Morihiro Sudo
President
Daikyo Seiko, Ltd.
DOUGLAS A. MICHELS
Retired President & Chief Executive
Officer
OraSure Technologies, Inc.
Director since 2011
Board committees: Audit; Nominating
and Corporate Governance
PAOLO PUCCI
Retired Chief Executive Officer
ArQule, Inc.
Director since 2016
Lead Independent Director
Board committees: Audit; Nominating
and Corporate Governance
MOLLY E. JOSEPH
Founder & Managing Director
Cypress Pass Ventures
Director since 2021
Board committees: Compensation,
Finance; Innovation and Technology
DEBORAH L.V. KELLER
Principal
Black Frame Advisors LLC
Director since 2017
Board committees: Audit; Compensation;
Nominating and Corporate Governance
MYLA P. LAI-GOLDMAN, M.D.
Chair & Former Chief Executive
Officer & President
GeneCentric Therapeutics, Inc.
Director since 2014
Board committees: Finance; Innovation
and Technology
E XECU T I V E
M A N AGEM EN T T E A M
SILJI ABRAHAM
Senior Vice President &
Chief Technology Officer
BERNARD J. BIRKETT
Senior Vice President &
Chief Financial and Operations
Officer
KATHY DEPADUA
Vice President &
Chief Quality Officer
ANNETTE F. FAVORITE
Senior Vice President &
Chief Human Resources Officer
ERIC M. GREEN
President & Chief Executive Officer,
Chair of the Board
CHRIS RYAN
Senior Vice President,
Containment and Glass Systems
CHAD R. WINTERS
Vice President, Chief Accounting
Officer & Corporate Controller
CHARLES WITHERSPOON
Vice President & Treasurer
QUINTIN J. LAI, PH.D.
Vice President,
Investor Relations
KIMBERLY BANKS MACKAY
Senior Vice President, General
Counsel & Corporate Secretary
RUDY POUSSOT
Senior Vice President,
Strategy & Corporate Development
CINDY REISS-CLARK
Senior Vice President &
Chief Commercial Officer
BOA R D
CO M M I T T EE S
AUDIT COMMITTEE
Thomas W. Hofmann, Chair
COMPENSATION COMMITTEE
Robert F. Friel, Chair
FINANCE COMMITTEE
Mark A. Buthman, Chair
INNOVATION AND TECHNOLOGY
COMMITTEE
Myla P. Lai-Goldman, M.D., Chair
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
Deborah L.V. Keller, Chair
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G56972 West-Next-Annual-Report.indd 10-11G56972 West-Next-Annual-Report.indd 10-113/1/24 5:41 PM3/1/24 5:41 PMUNITED 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
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
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)
19341-1147
(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
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $.25 per share
WST
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.
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 ☑ No ☐
Yes ☐ No ☑
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 þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☑
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.
☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any such corrections are restatements that triggered a compensation recovery analysis during the fiscal year.
☐
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2023 was approximately $28.2 billion based on the
closing price as reported on the New York Stock Exchange.
As of January 25, 2024, there were 73,299,296 shares of the registrant’s common stock outstanding.
Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed not later than 120 days
after the end of the fiscal year covered by this Form 10-K.
Part III
DOCUMENTS INCORPORATED BY REFERENCE
Document
Parts Into Which Incorporated
TABLE OF CONTENTS
BUSINESS
PART I
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 1C. CYBERSECURITY
ITEM 2.
ITEM 3.
ITEM 4. MINE SAFETY DISCLOSURES
PROPERTIES
LEGAL PROCEEDINGS
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
RESERVED
ITEM 6.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
ITEM 8.
ITEM 9.
RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
ITEM 14.
DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16.
FORM 10-K SUMMARY
SIGNATURES
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PART I
Unless otherwise indicated, or the context otherwise requires, references in this report to “the Company,” “we,”
“us,” “our” and “West” refer to West Pharmaceutical Services, Inc. and its majority-owned subsidiaries.
All trademarks and registered trademarks used in this report are our property, either directly or indirectly through
our subsidiaries, unless noted otherwise. Daikyo Crystal Zenith® (“Crystal Zenith”) 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.
Information in this Form 10-K is current as of February 20, 2024, unless otherwise specified.
3
ITEM 1. BUSINESS
General
We are a leading global manufacturer in the design and production of technologically advanced, high-quality,
integrated containment and delivery systems for injectable drugs and healthcare products. Our products include a
variety of primary proprietary packaging, containment solutions, reconstitution and transfer systems, and drug
delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions. Our customers
include leading biologic, generic, pharmaceutical, diagnostic, and medical device companies in the world. Our top
priority is delivering quality products that meet the exact product specifications and quality standards customers
require and expect. This focus on quality includes a commitment to excellence in manufacturing, scientific and
technical expertise and management, which enables us to partner with our customers in order to deliver safe,
effective drug products to patients quickly and efficiently.
Business Segments
Our business operations are organized into two global business segments, Proprietary Products and Contract-
Manufactured Products.
Proprietary Products Segment
Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery
systems, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic
and pharmaceutical drug customers. Our packaging products include stoppers and seals for injectable packaging
systems, which are designed to help ensure drug compatibility and stability with active drug products, while also
supporting operational efficiency for customers. These packaging products also includes syringe and cartridge
components, including custom solutions for the specific needs of injectable drug applications, as well as
administration systems that can enhance the safe delivery of drugs through advanced reconstitution, mixing and
transfer technologies. We also provide films, coatings, washing, vision inspection and sterilization processes and
services to enhance the quality of our packaging products and mitigate the risk of contamination and compatibility
issues.
This segment’s product portfolio also includes drug containment solutions, including Crystal Zenith, a cyclic olefin
polymer, in the form of vials, syringes and cartridges. These products can provide a high-quality solution to glass
incompatibility issues and can stand up to cold storage environments, while reducing the risk of breakage that exists
with glass. In addition, we offer a variety of self-injection devices, designed to address the need to provide at-home
delivery of injectable therapies. These devices are patient-centric technologies that are easy-to-use and can be
combined with connected health technologies that have the potential to increase adherence.
In addition to our Proprietary Products product portfolio, we provide our customers with a range of integrated
solutions, including analytical lab services, pre-approval primary packaging support and engineering development,
regulatory expertise, and after-sales technical support. Offering the combination of primary proprietary packaging
components, containment solutions, and drug delivery devices, as well as a broad range of integrated services, helps
to position us as a leader in the integrated containment and delivery of injectable medicines.
This reportable segment has manufacturing facilities in North and South America, Europe, and Asia, with affiliated
companies in Mexico and Japan. Please refer to Item 2, Properties, for additional information on our manufacturing
and other sites.
4
Contract-Manufactured Products Segment
Our Contract-Manufactured Products reportable segment serves as a fully integrated business, focused on the design,
manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical
device customers. These products include a variety of custom contract-manufacturing and assembly solutions, which
use technologies such as multi-component molding, in-mold labeling, ultrasonic welding, clean room molding and
device assembly. We manufacture customer-owned components and devices used in surgical, diagnostic,
ophthalmic, injectable, and other drug delivery systems, as well as consumer products.
We have vast expertise in product design and development, including in-house mold design, process design and
validation and high-speed automated assemblies.
This reportable segment has manufacturing operations in North America and Europe. Please refer to Item 2,
Properties, for additional information on our manufacturing and other sites.
International
We have significant operations outside of the United States (“U.S.”), which are managed through the same business
segments as our U.S. operations – Proprietary Products and Contract-Manufactured Products. Sales outside of the
U.S. accounted for 58.0% of our net sales in 2023.
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 (“USD”), multiple tax
jurisdictions and, particularly in South America, Eastern Europe, Israel, China and the Middle East, uncertain or
changing regulatory regimes, or political and social issues, which could destabilize local markets and affect the
demand for our products.
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, Basis of
Presentation and Summary of Significant Accounting Policies 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 synthetic and natural materials. We currently have access to adequate supplies of these raw materials to
meet our production needs through agreements with suppliers. 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.
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, sole source availability, and the cost and time involved in qualifying suppliers, we rely on single-source
suppliers for many critical raw materials. We generally purchase certain raw materials in the open market and
therefore the results of our operations may be affected by price fluctuations. This strategy increases the risk that our
supply chain may be interrupted in the event of a supplier production or distribution problem. These risks are
managed, when and 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 or distribution. Heightened inflation may result in unfavorable conditions, inclusive of an increase in raw
material cost. To date, we have been able to manage these conditions without significant disruption to our business.
5
While we work closely with our suppliers, no assurance can be given that these efforts will be successful, and there
may be events that cause supply interruption, reduction or termination that adversely impact our ability to
manufacture and sell certain products. See further discussion of the risks related to the supply chain and raw
materials in Item 1A. Risk Factors.
Intellectual Property
Our intellectual property, including patents, patent applications, trademarks, copyrights, know-how and trade
secrets, is important to our business. We own or license intellectual property rights, including know-how and issued
patents and pending patent applications in the U.S. and in other countries, that relate to various aspects of our
business. In 2023, more than 190 patents were issued to West across the globe. Certain key value-added and
proprietary products and processes are exclusively licensed from Daikyo. We believe, however, that neither our
business nor any business segment is wholly dependent on a single intellectual property asset, license, or
technology, by itself.
Government Regulation
Our business activities are global and are subject to various federal, state, local, and foreign laws, rules, and
regulations to healthcare, environmental protection, occupational health and safety, anti-corruption, export control,
product safety and efficacy, employment, privacy and other areas. The design, development, manufacturing,
marketing and labeling of certain of our products and our customers’ products that incorporate our products are
subject to regulation by governmental authorities in the U.S., Europe and other countries, including the U.S. Food
and Drug Administration (“FDA”), the European Medicines Agency and the National Medical Products
Administration (China). Regulatory authorities, including regulatory review and oversight, can impact the time and
cost associated with the development and continued availability of our products, and they have the authority to take
various administrative and legal actions against West. Compliance with existing and forthcoming laws and
regulations can be costly and time consuming, and may require changes to our information technologies, systems
and practices.
Changes in tax policy or trade regulations, or the imposition of new tariffs on imported products, could have an
adverse effect on our business and results of operations. Compliance with these laws, rules and regulations did not
require material capital expenditures in 2023 and is not expected to have a material effect on our capital
expenditures, results of operations and competitive position in 2024 as compared to prior periods. For more
information on the potential impacts of government regulations affecting our business, see "Item 1A. Risk Factors".
There were no required material capital expenditures for adherence to our government-led regulatory standards in
our facilities in 2023 outside the normal course of business, and there are currently no needed or planned material
expenditures for 2024.
West is also subject to various federal and state laws, and laws outside the United States, concerning fraud and
abuse, global anti-corruption, and export control. Many of the agencies enforcing these laws have increased their
enforcement actions with respect to healthcare manufacturers in recent years. We remain committed as a company to
comply with all laws and regulations applicable to our business.
Environmental Regulations
We are subject to various national, 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 required material capital expenditures for environmental controls in our facilities in 2023 and there are currently
no needed or planned material expenditures for 2024.
6
Marketing
Our Proprietary Products customers primarily include many of the major biologic, generic, and pharmaceutical drug
companies in the world, which incorporate our components and other offerings into their injectable products for
distribution to the point of care and ultimate end-user, the patient. Our Contract-Manufactured Products customers
include many of the world’s largest pharmaceutical, diagnostic, and medical device companies. Contract-
Manufactured Products components generally are incorporated into our customers’ manufacturing lines for further
processing or assembly. Our products and services are sold and 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 41.4% of our consolidated net sales in 2023, and one of these customers,
individually accounted for more than 10% of consolidated net sales, at 10.9% or $322.1 million, contributing to net
sales in both the Proprietary and Contract Manufacturing reporting segments. Please refer to Note 3, Revenue, and
Note 19, Segment Information, for additional information on our consolidated net sales.
Competition
With our range of proprietary technologies, we compete with several companies across our Proprietary Products
product lines. Competition for these components is based primarily on product design and performance, quality,
regulatory compliance, and scientific expertise, along with total cost.
In addition, there are a number of competitors supplying medical devices and medical device components, including
a number of pharmaceutical manufacturers who are also potential customers of our medical devices and
components. We compete in this market on the basis of our reputation for quality and reliability in engineering and
project management, as well as our knowledge of, and experience in, compliance with regulatory requirements.
We have specialized knowledge of container closure components, which is integral to developing delivery systems.
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.
We seek to differentiate ourselves from our competition by serving as a global supplier of integrated drug
containment and delivery systems that can provide pre-approval primary packaging support and engineering
development, analytical lab services and integrated solutions, regulatory expertise, and after-sale technical support.
Customers also appreciate the global scope of our manufacturing capability and our ability to produce many
products at multiple sites.
Our Contract-Manufactured Products business operates in very competitive markets for its products. The
competition varies from smaller regional companies to large global assembly manufacturers. Given the cost
pressures they face, many of our customers look to reduce costs by sourcing from low-cost locations. We seek to
differentiate ourselves by leveraging our global capabilities and reputation and by employing new technologies such
as high-speed automated assembly, insert-molding, multi-shot precision molding, and expertise with multiple-piece
closure systems.
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 and drug
delivery systems. Technological advances and scientific discoveries have accelerated the pace of change in primary
packaging, drug delivery and administration technologies.
7
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 the packaging and delivery of pharmaceutical products are subject to both
customer acceptance of our products and regulatory approval of the customer’s products following our development
period.
We continue to pursue strategic initiatives in drug containment components, integrated drug containment systems,
novel drug delivery devices, novel therapeutic experiences and administration systems.
We also continue to seek new innovative opportunities for acquisition, licensing, partnering or development of
products, services and technologies.
Human Capital Management
Our People
As of December 31, 2023, we employed approximately 10,600 people, excluding contractors and temporary
workers, in our operations throughout the world. During 2023, West hired approximately 2,100 new team members
and experienced an attrition rate of approximately 21%. The following table presents the approximate percentage of
our employees by region:
North America
Europe
Asia Pacific
South America
Total
44%
40%
13%
3%
100%
As of December 31, 2023, the following table presents the approximate percentage of our employees by business
unit:
Global Operations
Corporate
Sales and Marketing
Digital & Technology (D&T)
Research & Development
Total
As of December 31, 2023, we had the following global gender demographics:
West Global Employees
Diversity, Equity and Inclusion
84%
5%
4%
4%
3%
100%
Men
64%
Women
36%
We actively foster an inclusive and collaborative culture and positive employee experiences for our team members
where different views and perspectives are welcomed and valued at West. We are convinced that this approach
brings forth innovation, learning and growth for our team members on a global basis. The Chief Executive Officer
("CEO") and the executive team members review diversity, equity and inclusion objectives throughout the year to
ensure continuous focus and drive improvement. As of December 31, 2023, four out of the ten members of West's
Leadership Team are women, while six out of the ten members are women and/or people of color.
8
Training, Compliance and Talent Development
We strongly encourage our team members to engage in continuous learning and provide development opportunities
to strengthen individual skills and gain new experiences with the goal to build talent from within. We offer resources
such as our tuition reimbursement program and our online learning catalog, with approximately 43,000 courses
available. We centrally manage and organize on-the-job training, instructor-led trainings and online trainings in
many different languages and topics through our global Learning Management System.
Our team members live our values (Passion for Customer, Leadership in Quality and One West Team) as they work
together to support our mission to improve patients' lives. West’s Code of Conduct, available in multiple languages
on westpharma.com, provides guidance to our team members on appropriate and ethical conduct. Every team
member is required to undergo Code of Conduct and mutual respect in the workplace training annually.
Our focus on talent acquisition, performance management, resource planning and leadership assessment are strongly
aligned with our diversity, equity and inclusion strategies. We understand that diversity leads to greater innovation,
more opportunities, better access to talent and stronger business performance.
Compensation and Benefits
West is committed to providing fair and competitive compensation and benefits programs to attract, retain and
reward high-performing team members at all levels. We offer a comprehensive total rewards program to support the
health, financial and home-life needs of our team members. Total Rewards at West are defined as the value of the
Compensation and Benefits programs offered to employees, which aim to reflect the value of the job and the
contribution of the individual, while linking employees’ performance to business and personal results. Based on
country of employment, West may provide health care and retirement savings programs as well as paid time off,
flexible work schedules, a Global Employee Assistance Program and an Employee Stock Purchase Program.
Health, Safety and Wellness
The health and safety of our team members has always been both a top priority and a cultural value. West's
commitment to the safety of our teams starts at the top and is driven throughout our business by every level of
management and by every team member across the globe. West has a Health, Safety, and Environment ("HSE")
Governance Council consisting of West Leadership Team members and executive operations leaders to monitor and
support our HSE process. West’s global HSE team is also a critical component in leading the safety efforts at our
sites. Each manufacturing location has dedicated and trained HSE professionals, responsible for general safety
oversight and regulatory compliance at the site. Our Recordable Injury Rate in 2023 was 0.74 per 100 employees.
Our HSE and employee well-being can also be seen in our focus on quality implementation of proactive Leading
Indicator programs and metrics to drive improved Lagging Indicator performance.
9
Environmental, Social and Governance (“ESG”) Commitment
West has been committed to ESG topics for many years. During 2023, we continued to increase internal and external
awareness of our ESG commitment by expanding our education and communication regarding our ESG program
and initiatives and more closely integrating ESG considerations into our business processes. Our ESG program
includes a senior-level cross-functional ESG team which has been working with executive leadership, our board and
other stakeholders to enhance our ESG framework and ensure alignment with our corporate mission, vision and
values. Our long-term strategic priorities include focus on talent attraction, retention and engagement (including
efforts to increase the diversity, equity and inclusivity of our workforce to reflect the communities in which we live
and work); a climate and greenhouse gas ("GHG") reduction strategy that incorporates renewable energy and
reduced absolute and intensity emissions; developing a more sustainable and responsible supply chain; research and
development that focuses on issues of sustainability including secondary packaging, beneficial reuse and
recyclability; and, reduction of waste and water in our operational processes. These areas of focus are in addition to
our commitments to safety, quality, business continuity, as well as business compliance and integrity. Additionally,
our philanthropic programs are an essential element of our corporate citizenship especially as we focus on the areas
of children’s health; access to healthcare; and science, technology, engineering and math education. We are also
expanding our philanthropic scope to include more sustainability related initiatives. We solicit input from our
employees on ways to improve in these and other ESG areas and see continued progress in these areas as critical to
maintaining an engaged and responsible workforce.
Available Information
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 (the “Exchange Act”) are available on our website under the Investors - Financial caption as
soon as reasonably practical after we electronically file the material with, or furnish it to, the U.S. Securities and
Exchange Commission (“SEC”). These filings are also available to the public over the Internet at the SEC’s website,
www.sec.gov.
In Part III of this Form 10-K, we incorporate by reference certain information from parts of other documents filed
with the SEC and from our Proxy Statement for the 2024 Annual Meeting of Shareholders (“2024 Proxy
Statement”), which will be filed with the SEC within 120 days following the end of our 2023 fiscal year. Our 2024
Proxy Statement will be available on our website under the caption Investors - Financial - Annual Reports & Proxy
when complete.
Information about our corporate governance, including our Corporate Governance Principles and Code of 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 heading. We intend to
make any required disclosures regarding any amendments of our Code of Conduct under the caption Investors -
Corporate Governance on our website. Information relating to the West Pharmaceutical Services Dividend
Reinvestment Plan is also available on our website under the Investors - Transfer Agent caption.
Information on our website does not constitute part of this document.
We will provide any of the foregoing information without charge upon written request to our Corporate Secretary,
West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341.
10
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should consider and carefully read all of the risks
and uncertainties described below, as well as other information included in this Annual Report and in our other
public filings. The risks described below are not the only ones facing us. The occurrence of any of the following
risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial
could materially and adversely affect our business, financial condition or results of operations. In such case, the
trading price of our common stock could decline, and you may lose all or part of your original investment. This
Form 10-K also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking statements as a result of specific factors,
including the risks and uncertainties described below.
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 phrases 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, including, without limitation, the risks set
forth below. 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.
Global and Economic Risks
Global economic conditions, including inflation and supply chain disruptions, could continue to adversely
affect our operations.
General global economic downturns and macroeconomic trends, including heightened inflation, capital market
volatility, interest rate and currency rate fluctuations, and economic slowdown or recession, may result in
unfavorable conditions. Those conditions could negatively affect demand for our products due to customers
decreasing their inventories in the near-term or long-term, reduction in sales due to raw material shortages, reduction
in research and development efforts, our inability to sufficiently hedge our currency and raw material costs,
insolvency of suppliers or customers, and exacerbate some of the other risks that affect our business, financial
condition and results of operations. Both domestic and international markets experienced inflationary pressures in
fiscal year 2023 and inflation rates in the U.S., as well as in other countries in which we operate, could continue at
elevated levels for the near-term. In addition, the Federal Reserve in the U.S. and other central banks in various
countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled
with reduced government spending and volatility in financial markets, may have the effect of further increasing
economic uncertainty and heightening these risks. Interest rate increases or other government actions taken to reduce
inflation could also result in recessionary pressures in many parts of the world.
11
Unauthorized access to our or our customers’ information and systems could negatively impact our business.
Our systems and networks, as well as those of our customers, suppliers, service providers, and banks, have and may
in the future become the target of cyberattacks or information security breaches which, in turn, could result in the
unauthorized release and misuse of confidential or proprietary information about our company, our employees or our
customers, as well as disrupt our operations or damage our facilities or those of third parties. Additionally, our
systems are subject to regulation to preserve the privacy of certain data held on those 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 comply with regulations or 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.
We may also be required to incur additional costs to modify or enhance our systems, or to try to prevent or
remediate any such attacks. Modifying or enhancing our systems may result in unanticipated or prolonged disruption
events, which could have a material adverse effect on our business and/or results of operations.
We are a global company with significant revenues and earnings generated internationally, which exposes us
to the impact of foreign currency fluctuations, as well as political and economic risks.
A significant portion of our net sales and earnings are generated internationally. Sales outside of the U.S. accounted
for 58.0% of our consolidated net sales in 2023 and we anticipate that sales from international operations will
continue to represent a significant portion of our net sales in the future. In addition, many of our manufacturing
facilities and suppliers are located outside of the U.S. and we intend to continue our expansion into emerging and/or
faster-growing international markets. Our foreign operations subject us to certain commercial, political and financial
risks. Our business in these foreign markets is subject to general political conditions, including any political
instability (such as those resulting from war, terrorism and insurrections) and general economic conditions in these
markets, such as inflation, deflation, interest rate volatility and credit availability. Additionally, a number of factors,
including U.S. relations with the governments of the foreign countries in which we operate, changes to international
trade agreements and treaties, increases in trade protectionism, or the weakening or loss of certain intellectual
property protection rights in some countries, may affect our business, financial condition and results of operations.
Foreign regulatory requirements, including those related to the testing, authorization, and labeling of products and
import or export licensing requirements, could affect the availability of our products in these markets.
In addition to risks associated with general political conditions, our international operations are subject to
fluctuations in foreign currency exchange rates. The functional currency for most of our foreign operations is the
applicable local currency. As a result, fluctuations in foreign currency exchange rates affect the results of our
operations and the value of our foreign assets and liabilities, which in turn may adversely affect results of operations
and cash flows and the comparability of period-to-period results of operations. Foreign governmental policies and
actions regarding currency valuation could result in actions by the United States and other countries to offset the
effects of such fluctuations. Given the unpredictability and volatility of foreign currency exchange rates, ongoing or
unusual volatility may adversely impact our business and financial conditions.
In order to reduce our exposure to fluctuations in foreign currency exchange rates, we have entered, and expect to
continue 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 hedges of these currency risks, or that our hedges will be effective,
which could have a significant effect on our financial condition and operating results.
12
In addition, our international operations are governed by the U.S. Foreign Corrupt Practices Act and similar foreign
anti-corruption laws. Global enforcement of anti-corruption laws has increased substantially in recent years, with
more enforcement proceedings by U.S. and foreign governmental agencies and the imposition of significant fines
and penalties. While we have implemented policies and procedures relating to compliance with these laws, our
international operations create the risk that there may be unauthorized payments or offers of payments made by
employees, consultants, sales agents or distributors. Any alleged or actual violations of these laws may subject us to
government investigations and significant criminal or civil sanctions and other liabilities, and negatively affect our
reputation.
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 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.
Unstable market and economic conditions and adverse developments with respect to financial institutions and
associated liquidity risk may have serious adverse consequences on our business and financial condition.
The recent and potential future disruptions in access to bank deposits or lending commitments due to bank failure
could materially and adversely affect our liquidity, our business and financial condition. Even with our continued
effort to mitigate counterparty risk by working with highly liquid, well capitalized counterparties, the failure of any
bank in which we deposit our funds could reduce the amount of cash we have available for our operations or delay
our ability to access such funds. Any such failure may increase the possibility of a sustained deterioration of
financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. In the
event we have a commercial relationship with a bank that has failed or is otherwise distressed, we may experience
delays or other issues in meeting our financial obligations. If other banks and financial institutions enter receivership
or become insolvent in the future in response to financial conditions affecting the banking system and financial
markets, our ability to access our cash and cash equivalents and investments may be threatened and could have a
material adverse effect on our business and financial condition.
Industry Risks
Our sales and profitability are largely dependent on the sale of drug products delivered by injection and the
packaging of drug products. If the drug products developed by our customers in the future use another
delivery system or are reconfigured to require less frequent dosing, 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 (i) our customers fail to continue to sell, develop and deploy injectable products; (ii) our
customers reconfigure their drug product or develop new drug products requiring less frequent dosing; or (iii) 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 fulfill 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 operations.
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Companies often compete on the basis of price. We aim to differentiate ourselves from our competition by being a
“full-service, value-added” global supplier that is able to provide pre-sale compatibility studies, engineering support,
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 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 healthcare industries continue to experience 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.
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, including 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 via their own, or without, a medical
device. The development of new or improved products, processes or technologies by other companies (such as
needle-free injection technology) may reduce customer demand for our products or render some of our products or
proposed products obsolete or less competitive. In addition, any failure or inability to meet increased customer
quality expectations could cause a reduction in demand.
Business and Operational Risks
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 throughout the world. In some instances, however, the manufacturing of certain
product lines is concentrated in one or only a few 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, without
limitation: extreme weather, water scarcity and other longer-term climatic changes; natural or man-made disasters;
pandemic; war; accidental damage; disruption to the supply of material or services; product quality and safety
issues; systems failure; workforce actions; or environmental matters. There is a risk that incident management
systems in place may prove inadequate and that any disruption may materially adversely affect our ability to make
and sell products and therefore, materially adversely affect our reputation, performance or financial condition.
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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 of the U.S.) are subject to risks and uncertainties that can vary by country, and
include: transportation delays and interruptions; political and economic instability and 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 or 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.
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 and the
availability of such raw materials, we may not be able to quickly establish additional or replacement sources for
these components or raw materials or do so without excessive cost. As a result, a reduction or interruption in supply,
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. The price and supply of these materials and energy sources are
cyclical and volatile and may be impacted or disrupted for reasons beyond our control, including supplier
shutdowns, supplier capacity constraints, transportation delays, inflationary pricing pressures, work stoppages, labor
shortages, geopolitical developments and governmental regulatory actions.
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 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.
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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. 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 our products. In addition, the timely and adequate availability of filling capacity
is essential to both conducting definitive stability trials and the timing of commercialization of customers’ products
in Crystal Zenith vials, syringes and cartridges. 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 acquisitions or other strategic transactions, 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; the potential loss of
key employees, customers and strategic partners of acquired companies, joint ventures or companies in which we
may make strategic investments; and potentially other unknown risks. 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, additional carrying costs of patent or trademark portfolios, 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, manufacturing and marketing of pharmaceutical packaging and 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.
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A loss of key personnel or highly skilled employees could disrupt our operations.
Our future success depends, in large part, on our ability to retain key employees, including our executive officers
and individuals 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.
We may be unable to increase capacity or efficiency at our own manufacturing facilities, which could
adversely affect our business, financial condition, and results of operations.
We must adjust our production capacity as customer demand changes and are focused on increasing capacity at
various facilities through our capital strategy. If we are unable to increase capacity levels at the rate we expect, or if
unforeseen costs or other challenges associated with increasing that capacity arise, we may not be able to achieve
our financial targets.
Additionally, we are committed to supporting a full portfolio of our products for our customers. That commitment,
along with shifts of product mix and complexity, may result in more frequent equipment change-overs and
potentially increased costs because of the high fixed cost nature of our business, causing lower gross margins due to
under-absorption of those fixed costs.
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 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.
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 condition or position; inability to declare a dividend in compliance with
applicable laws or debt covenants; an increase in our cash needs or decrease in available cash; and the business
judgment of the Board of Directors that a declaration of a dividend is not in our best interest.
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If we fail to comply with our obligations under our distributorship or license agreements with Daikyo or the
agreements are terminated early or not renewed, we could lose license rights and access to certain product
and technology 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, Crystal Zenith, FluroTec® and B2-coating technologies. Our rights to these products and processes are
licensed pursuant to agreements that expire in 2027. However, if the agreements are terminated early or not
renewed, our business could be adversely impacted.
Legal and Regulatory Risks
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.
As a multinational corporation with operations and distribution channels throughout the world, we are subject to and
must comply with extensive laws and regulations in the United States and other jurisdictions in which we have
operations and distribution channels. For example, 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, the European Medicines
Agency and the National Medical Products Administration (China). 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 subject us to fines, sanctions or other penalties that could negatively
affect our reputation, business, financial condition, and results of operations.
The global nature of our business also means legal and compliance risks, such as anti-bribery, anti-corruption, fraud,
trade, environmental, competition, privacy, and other regulatory matters, will continue to exist and additional legal
proceedings and other contingencies will arise from time to time, which could adversely affect us. In addition, the
adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may result in
significant unanticipated legal and reputational risks. Any current or future legal or regulatory proceedings could
divert management's attention from our operations and result in substantial legal fees.
Products that incorporate our technologies and medical devices that we produce 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 and maintaining FDA and other required regulatory approvals is expensive and time-
consuming. Historically, most medical devices that incorporate our technologies and medical devices that we
produce 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. Changes in regulation on a global scale must be monitored and actions taken to ensure ongoing
compliance. Pharmaceutical products that incorporate our technologies and medical devices that we produce are
subject to the FDA’s New Drug Application process, which typically takes a number of years to complete.
Additionally, biotechnology products that incorporate our technologies and medical devices that we produce 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. There is no certainty that any
regulatory approval may be obtained or maintained indefinitely, and our ability to launch products to the market and
maintain market presence is not guaranteed.
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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 medical devices and our customers’ drug products, devices, and
manufacturing processes is that compliance with regulations makes it difficult to change components and devices
produced by one supplier with those from another supplier, due to the large amount of data and information that
customers must generate to demonstrate that the components and devices are equivalent and pose no additional risk
to the patient. The regulation of our medical devices and 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 level
of data and information needed to prove equivalency for a change from one supplier’s components or devices to
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, our ability to compete may be affected.
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 products, information, technologies and processes. 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. There can be no assurance 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, trademark, copyright, and trade secret protection may be unavailable or limited for some of our proprietary
products in some countries. Failure to protect our intellectual property or successfully invalidate or defend against
intellectual property protections of third parties could harm our business and results of operations. In addition, if
relevant and effective patent protection is not available or has expired, we may not be able to prevent competitors
from independently developing products and services similar or duplicative to ours.
Significant developments in U.S. policies could have a material adverse effect on our business and/or results
of operations.
We earn a substantial portion of our income in foreign countries and, as such, we are subject to the tax laws in the
United States and numerous foreign jurisdictions. Current economic and political conditions make tax laws and
regulations, or their interpretation and application, in any jurisdiction subject to significant change.
Proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are
taxed on foreign earnings and could increase the U.S. corporate tax rate. Although we cannot predict whether or in
what form these proposals may pass, several of the proposals considered, if enacted into law, could have an adverse
impact on our effective tax rate, income tax expense and cash flows.
We utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters. These rulings and
agreements expire from time to time and may be extended when certain conditions are met or terminated if certain
conditions are not met. The impact of any changes in conditions would be the loss of certainty in treatment thus
potentially impacting our effective income tax rate.
We are also subject to the examination of our tax returns by the United States Internal Revenue Service (“IRS”) and
other tax authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to
determine the adequacy of its provision for income taxes. Although we believe our tax provisions are adequate, the
final determination of tax audits and any related disputes rapidly change and could be materially different from our
historical income tax provisions and accruals. The results of audits or related disputes could have an adverse effect
on our financial statements for the period or periods for which the applicable final determinations are made.
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For example, we and our subsidiaries are also engaged in a number of intercompany transactions across multiple tax
jurisdictions. Although we believe we have clearly reflected the economics of these transactions and the proper local
transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could result in
changes that may impact our mix of earnings in countries with differing statutory tax rates.
We are subject to stringent and changing obligations related to data privacy and security. Our actual or
perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation;
fines and penalties; disruptions of our business operations; reputational harm and other adverse business
consequences.
In addition to our own sensitive and proprietary business information, we handle transactional and personal
information worldwide. As a result, we must comply with increasingly complex and rigorous, and sometimes
conflicting laws, regulatory standards, industry standards, external and internal privacy and security policies,
contracts and other obligations that govern the processing of business and personal data by us and on our behalf. For
example and not limited to, the European Union’s General Data Protection Regulation (the “EU GDPR”), the United
Kingdom’s GDPR (the “UK GDPR”) and California’s Consumer Privacy Act of 2018 (the "CCPA"), as expanded
by the California Privacy Rights Act of 2020 (“CPRA”), impose obligations on companies regarding the handling of
personal data and provide certain individual privacy rights to persons whose data is stored. Furthermore, multiple
states in the United States have enacted data privacy laws. Additionally, laws in certain jurisdictions require data
localization and impose restrictions on the transfer of personal information across border. For example, the EU
GDPR generally restricts the transfer of personal information to countries outside of the European Economic Area
without appropriate safeguards or other measures. If we cannot implement a valid compliance mechanism for cross-
border privacy and security transfers, we may face increased exposure to regulatory actions, substantial fines and
injunctions against processing or transferring personal information from Europe or elsewhere.
Compliance with existing and forthcoming laws and regulations can be costly and time consuming, and may require
changes to our information technologies, systems and practices and to those of any third parties that process personal
information on our behalf. If we fail, or are perceived to have failed, to address or comply with obligations related to
data privacy and security, we could face significant consequences, including, but not limited to, proceedings against
the Company by governmental entities (e.g. investigations, fines, penalties, audits, inspections) or other entities or
individuals, additional reporting requirements and/or governmental agency oversight, damage to our reputation and
credibility, or inability to process data or operate in certain jurisdictions, any of which could have a negative impact
on revenues and profits.
Changing climate, global climate change regulations and greenhouse gas effects may adversely affect our
operations and financial performance.
There is continuing concern from members of the scientific community and the general public that emissions of
GHG and other activities have or will cause significant changes in weather patterns and increase the frequency or
severity of extreme weather events, including droughts, hurricanes, wildfires and flooding. These types of extreme
weather events have and may continue to adversely impact us, raw material availability, our suppliers, our customers
and their ability to purchase our products and our ability to timely manufacture and transport our products.
We believe it is likely that the scientific and political attention to issues concerning the extent and causes of climate
change will continue, with new and more restrictive legislation or regulations and focus on ESG initiatives that
could affect our financial condition, results of operations and cash flows. Foreign, federal, state and local regulatory
and legislative bodies, such as the SEC, have proposed various legislative and regulatory measures relating to
increased transparency and standardization of reporting related to factors that may include climate change,
regulating GHG emissions, energy policies, recycling of plastic materials, waste taxes, and other governmental
charges and mandates. If additional legislation or regulations were enacted, we could incur increased energy,
environmental, administrative and other costs and capital expenditures to comply with the limitations.
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Failure to comply with these regulations could result in fines and could affect our business, financial condition,
results of operations and cash flows. We could also face increased costs related to defending and resolving legal
claims and other litigation related to climate change and any alleged impact of our operations on climate change.
We, along with other companies in many business sectors have been implementing and expanding ESG and
sustainability strategies, specifically ways to track and reduce GHG emissions. As a result, our customers may
request that changes be made to our products, procedures or facilities, as well as other aspects of our business, that
increase costs and may require the investment of capital or reduction in profit margins if not offset by price
increases, customer investment or other cost savings. Failure to provide climate-friendly products or demonstrate
GHG reductions could potentially result in loss of market share. Additionally, the costs of procuring energy,
including renewable energy, or offsetting GHG emissions to meet our goals, satisfy government regulations or meet
the requests of our customers may increase.
Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to
penalties and other adverse consequences.
We are subject to the Foreign Corrupt Practices Act (the "FCPA"), the U.K. Bribery Act and other anti-bribery, anti-
corruption, and anti-money laundering laws in various jurisdictions around the world. The FCPA, the U.K. Bribery
Act and similar applicable laws generally prohibit companies, as well as their officers, directors, employees and
third-party intermediaries, business partners and agents, from making improper payments or providing other
improper things of value to government officials or other persons. We and our third-party intermediaries may have
direct or indirect interactions with officials and employees of government agencies or state owned or affiliated
entities and other third parties where we may be held liable for corrupt or other illegal activities, even if we do not
explicitly authorize them. While we have policies and procedures and internal controls to address compliance with
such laws, we cannot provide assurance that all of our employees and third-party intermediaries, business partners
and agents will not take actions in violation of such policies and laws, for which we may be ultimately held
responsible. To the extent that we learn that any of our employees or third-party intermediaries, business partners or
agents do not adhere to our policies, procedures, or internal controls, we are committed to taking appropriate
remedial action. In the event that we believe or have reason to believe that our directors, officers, employees or
third-party intermediaries, agents or business partners have or may have violated such laws, we may be required to
investigate or to have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and
resolving actual or alleged violations can be extensive and require a significant diversion of time, resources, and
attention from senior management. Any violation of the FCPA, the U.K. Bribery Act or other applicable anti-
bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, adverse media
coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties, and fines, any of which
may adversely affect our business and financial condition.
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 manufacturing of some of our products has involved, and may continue to involve, 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, especially as the laws become more stringent and our use of materials
changes.
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Changes in reimbursement practices of third-party payers or other cost containment measures, including
changes to applicable laws and regulations, could affect the demand for our products and the prices at which
they are sold.
Our sales depend, in part, on the extent to which healthcare providers and facilities are reimbursed by government
authorities (including Medicare, Medicaid and comparable foreign programs) and private insurers for the costs of
our products. The coverage policies and reimbursement levels of third-party payers, which can vary among public
and private sources and by country, may affect which products customers purchase and the prices they are willing to
pay for those products in a particular jurisdiction. Reimbursement rates can also affect the market acceptance rate of
new technologies and products. Reforms to reimbursement systems in the U.S. or abroad, changes in coverage by
private payers, or adverse decisions by payers could significantly reduce reimbursement for procedures using our
products, which could adversely affect customer demand or the price customers are willing to pay for such products.
Initiatives to limit the growth of healthcare costs in the U.S. and other countries where we do business may also put
industry-wide pressure on medical device or clinical diagnostic pricing. In the U.S., these include, among others,
value-based purchasing and managed care arrangements. Governments in other countries are also using various
mechanisms to control healthcare expenditures, including increased use of competitive bidding and tenders as well
as price regulation.
General Risk Factor
Our share price has been volatile and may fluctuate, and accordingly, the value of an investment in our
common stock may also fluctuate.
Stock markets in general and our common stock in particular have experienced significant price and trading volume
volatility over recent years. The market price and trading volume of our common stock may continue to be subject to
significant fluctuations due to factors described under this Item 1A. Risk Factors, as well as economic and
geopolitical conditions in general and to variability in the prevailing sentiment regarding our operations or business
prospects, as well as, among other things, changing investment priorities of our shareholders.
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.
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ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The Company has implemented the Committee of Sponsoring Organizations (“COSO”) Enterprise Risk
Management (“ERM”) Framework, which outlines the process by which an organization can view any risk by way
of governance and culture, integration into strategy, risk assessments, reviewing capabilities and practices, and
monitoring and reporting. This process would apply to the cybersecurity risk as it would any of the other enterprise
risks. We follow the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”)
with layered security controls to help identify, protect against, detect, respond to, and recover from cyber-attacks. To
safeguard our information assets, we have put various procedures and technologies in place. For example, our
Cybersecurity Incident Response Plan clearly defines roles and responsibilities for the investigation of and response
to information security incidents to minimize disruption of critical computing services and operations and prevent
the loss or theft of sensitive or mission-critical information. Our plan covers various cyber incidents like
ransomware attacks, cyber-intrusions, data loss, denial of service, insider threats, malware attacks, and others. In a
material cybersecurity incident, our D&T team, inclusive of our Chief Information Officer and VP of Cybersecurity
and Infrastructure Support, address the threat via established escalation procedures, roles, responsibilities, and
communication. Any cybersecurity incident that is declared as a crisis would follow our global Incident and Crisis
Response and Management Procedure, which includes escalation to the West Leadership Team and Board of
Directors, as deemed necessary pending the materiality of the incident. We have not encountered cybersecurity
challenges that have materially impacted our operations or financial condition. In addition, we retain an external
cybersecurity consultant to assist with a cybersecurity event as needed and maintain appropriate cybersecurity
liability insurance.
The Company also educates and shares best practices globally with its employees to raise awareness of
cybersecurity threats. As part of our onboarding process, we train all new employees on cybersecurity and conduct
an annual retraining of all employees on cybersecurity standards. Training also includes how to recognize, report
and properly respond to phishing and social engineering schemes. Multiple phishing simulation exercises are
conducted throughout the year to increase cybersecurity awareness. Our cybersecurity defenses also utilize
technologies such as next generation firewalls, Zero Trust architecture, intrusion detection and prevention measures,
anti-malware software, advance threat protection, multifactor authentication, network segmentation and encryption
to ensure the security of West intellectual properties, customer and vendor data. In addition, we have a dedicated 24-
by-7 Security Operations Center to facilitate the monitoring of the Company's cybersecurity landscape and
associated applications.
Governance
Our approach to cybersecurity begins with our responsibility for strong governance and controls. Security begins at
the top of our organization, where Company leadership consistently communicates the requirements for vigilance
and compliance throughout the organization, and then leads by example. Our diligence and assessment extends
beyond West, as the Company performs a cybersecurity assessment when third-party vendors and service providers
are onboarded. Throughout the year, we monitor the effectiveness of our third-party vendors' and service providers'
control environment, assessing any impact to our Company. The cybersecurity program is led by our Chief
Information Officer and VP of Cybersecurity and Infrastructure Support, who provide quarterly updates to the Audit
Committee of our Board of Directors, annual updates to the Board of Directors, and regular reports to the West
Leadership Team about the program, including information about cyber risk management governance and the status
of ongoing efforts to strengthen cybersecurity effectiveness. Additionally, our ERM function monitors cybersecurity
risk and provides regular updates to the Audit Committee of our Board of Directors, annual updates to the Board of
Directors, and regular reporting to the West Leadership Team on risk mitigation and response efforts. Security
controls and processes are developed and maintained to protect sensitive and confidential information while
ensuring availability and integrity.
23
ITEM 2. PROPERTIES
Our corporate headquarters are located at 530 Herman O. West Drive, Exton, Pennsylvania 19341.
The following table summarizes our facilities by segment and geographic region. All facilities shown are owned
except where otherwise noted.
Type of Facility/ Country
Manufacturing:
North America
United States of America
South America
Brazil
Europe
Denmark
England
France
Germany
Ireland
Serbia
Asia Pacific
China
India
Singapore
Location
Segment
Phoenix, AZ (2)
Scottsdale, AZ (1) (2)
Tempe, AZ (2)
St. Petersburg, FL (1)
Grand Rapids, MI
Kinston, NC
Kearney, NE
Jersey Shore, PA
Williamsport, PA
Cayey, Puerto Rico
Contract Manufactured Products and
Proprietary Products
Proprietary Products
Contract Manufactured Products
Proprietary Products
Contract Manufactured Products
Proprietary Products
Proprietary Products
Proprietary Products
Contract Manufactured Products
Proprietary Products and Contract
Manufactured Products
Sao Paulo
Proprietary Products
Horsens
St. Austell
Le Nouvion
Eschweiler (1) (2)
Stolberg
Waterford
Dublin (2)
Kovin
Proprietary Products
Proprietary Products
Proprietary Products
Proprietary Products
Proprietary Products
Proprietary Products
Contract Manufactured Products
Proprietary Products
Qingpu
Sri City
Jurong (2)
Proprietary Products
Proprietary Products
Proprietary Products
Mold-and-Die Tool Shop:
North America
United States of America
Upper Darby, PA
Proprietary Products
24
Type of Facility/ Country
Europe
England
Germany
Location
Bodmin
Stolberg
Segment
Proprietary Products
Proprietary Products
Contract Analytical Laboratory:
North America
United States of America
Technology Center:
Asia Pacific
India
Exton, PA
Proprietary Products
Bangalore (2)
Proprietary Products, Contract
Manufactured Products
(1) This manufacturing facility is also used for research and development activities.
(2) This facility is leased in whole or in part.
Our Proprietary Products reportable segment leases facilities located in Scottsdale, AZ, Radnor, PA, Germany, and
Israel for research and development, as well as other activities. Sales offices in various locations are leased under
contractual arrangements.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of the Company are set forth in this table. Generally, 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. Additionally, executive officers may be elected upon hire or due to a promotion.
Name
Silji Abraham
Age
52
Bernard J. Birkett
55
Position
Senior Vice President, Chief Technology Officer since December 2020. Senior
Vice President, Chief Digital and Transformation Officer from February 2018
to December 2020. Prior to joining West, he most recently served as Executive
Vice President and Chief Information Officer of MilliporeSigma, a subsidiary
of Merck KGaA, Darmstadt, Germany. Prior to this role, he served as Chief
Information Officer at Sigma-Aldrich Corporation, a leading life science and
technology company, and worked in various leadership roles at Invensys
Operations Management, ArvinMeritor and Chrysler Group.
Senior Vice President and Chief Financial and Operations Officer since July
2022. Senior Vice President and Chief Financial Officer from June 2018 to
July 2022. In addition, Treasurer from June 2018 to December 2019 and
Principal Accounting Officer from October 2019 to April 2020. Prior to
joining West, he spent more than 20 years at Merit Medical Systems, Inc., a
leading manufacturer of disposable medical devices, where he served in a
number of senior global leadership roles, including Chief Financial Officer and
Treasurer, Controller for Europe, Middle East and Africa (EMEA) and Vice
President of International Finance.
25
Annette F. Favorite
59
Eric M. Green
54
Quintin J. Lai
57
Kimberly Banks MacKay
58
Cindy Reiss-Clark
50
Chad R. Winters
45
Senior Vice President and Chief Human Resources Officer since October
2015. Prior to joining West, she spent more than 25 years at IBM Corporation,
an information technology services company, in a number of strategic and
global human resources roles, including Vice President, Global Talent
Management, Vice President of Human Resources for Worldwide Software
Sales, and Human Resources Leader for the company’s Southwest European
Region, based out of Spain.
Chair of the Board since May 2022. Chief Executive Officer since April 2015
and President since December 2015. Prior to joining West, he was Executive
Vice President and President of the Research Markets business unit at Sigma-
Aldrich Corporation from 2013 to 2015. From 2009 to 2013, he served as Vice
President and Managing Director, International, where he was responsible for
Asia Pacific and Latin America, and prior thereto, held various commercial
and operational roles.
Vice President, Strategy and Investor Relations since January 2016. In
addition, Corporate Development responsibilities from January 2016 to
September 2021. Prior to joining West, he was Vice President of Investor
Relations and Corporate Strategy at Sigma-Aldrich Corporation from 2012 to
2015. From 2002 to 2012, he was at Robert W. Baird & Company, where he
held various roles, including Managing Director and Senior Equity Research
Analyst of the Life Science Tools and Diagnostic sector and Associate Director
of Equity Research.
Senior Vice President, General Counsel and Corporate Secretary since
December 2020. Prior to joining West, from April 2019 to November 2020,
she served as Senior Vice President, General Counsel and Corporate Secretary
at the Segal Group in New York, a privately held firm specializing in employee
benefits and investment consulting. Prior to Segal, she served for over 15 years
in a variety of Legal leadership roles for Novartis, a global healthcare
company, including Head of U.S. Legal for Novartis Business Service.
Chief Commercial Officer since May 2022. Senior Vice President, Global
Markets and Commercial Solutions since November 2019. Vice President and
General Manger Biologics Market Unit from September 2018 to November
2019. Prior to joining West, she served as Senior Vice President of Global
Marketing at Lonza Pharma and Biotech, a leading Contract Development and
Manufacturing Business from October 2017 to July 2018. From January 2016
to September 2017, served as Lonza Pharma and Biotech, Senior Vice
President of Global Sales. Prior to Lonza, she served for over 15 years in a
variety of Commercial leadership roles at SAFC, a division of Sigma-Aldrich
Company.
Vice President, Chief Accounting Officer and Corporate Controller since May
2020. Vice President and Corporate Controller since October 2019. Prior to
joining West, he served as Senior Vice President of Finance & Accounting and
Controller of Amneal Pharmaceuticals, Inc., a specialty pharmaceutical
company. Prior to Amneal, he held roles of increasing responsibility at the
Chemours Company, UGI Corporation, and PricewaterhouseCoopers LLP.
26
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 (“NYSE”) under the symbol “WST.” As of
January 25, 2024, we had 574 shareholders of record, which excludes beneficial owners whose shares were held by
brokerage firms, depositaries and other institutional firms in “street names” for their customers.
Dividends
We paid a quarterly dividend of $0.18 per share on our common stock in each of the first three quarters of 2022;
$0.19 per share in the fourth quarter of 2022 and each of the first three quarters of 2023; and $0.20 per share in the
fourth quarter of 2023. We will continue to review our ability to pay cash dividends on an ongoing basis and
dividends may be declared at the discretion of our Board of Directors. When considering whether to declare a
dividend, our Board of Directors will take into account:
•
•
•
•
•
•
general economic and business conditions;
our financial condition and operating results;
our available cash and current and anticipated cash needs;
our capital requirements;
contractual, legal, tax and regulatory restrictions on the payment of dividends by us; and
such other factors as our Board of Directors may deem relevant
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, 2023 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under
the Exchange Act:
Total number of
shares purchased (1)
Average price
paid per share (1)
Total number of
shares purchased as
part of publicly
announced plans or
programs (1)
Approximate dollar
value of shares that
may yet be purchased
under the plans or
programs (1)
— $
261,080
251,182
512,262 $
—
339.86
351.49
345.56
— $
738,700,000
261,080
251,182
650,000,000
561,700,000
512,262 $
561,700,000
Period
October 1 - 31, 2023
November 1 - 30, 2023
December 1 - 31, 2023
Total
(1) In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase
up to $1.0 billion in shares of common stock. The share repurchase program does not have an expiration date under
which we may repurchase common stock on the open market or in privately-negotiated transactions. The number of
shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market
conditions. During the three months ended December 31, 2023, we purchased 512,262 shares of our common stock
under the program at a cost of $177.0 million, or an average price of $345.56 per share. During the year ended
December 31, 2023, we purchased 1,265,661 shares of our common stock under the program at a cost of $438.3
million, or an average price of $346.34 per share.
27
In December 2021, our Board of Directors approved a share repurchase program for calendar-year 2022 authorizing
the repurchase of up to 650,000 shares of our common stock from time to time on the open market or in privately-
negotiated transactions. The number of shares to be repurchased and the timing of such transactions depended on a
variety of factors, including market conditions. This share repurchase program was completed by December 31,
2022. There were no shares purchased during the three months ended December 31, 2022 under the calendar-year
2022 program. During the year ended December 31, 2022, we purchased 563,334 shares of our common stock under
the calendar-year 2022 program at a cost of $202.8 million, or an average price of $360.03 per share.
Performance Graph
The following performance graph compares the cumulative total return to holders of our common stock with the
cumulative total return of the Standard & Poor’s 500 Index (“S&P 500”) and the Standard & Poor's 500 Health Care
Index, for the five years ended December 31, 2023. The performance graph is based on historical data and is not
indicative of, or intended to forecast, future performance of our common stock.
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 cumulative
shareholder return on our common stock is based on an investment of $100 on December 31, 2018 and is compared
to the cumulative total return of the S&P indices mentioned above over the period with a like amount invested.
Comparison of Cumulative Five Year Total Return
$600
$550
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
2018
2019
2020
2021
2022
2023
West Pharmaceutical Services, Inc.
S&P 500
S&P 500 Health Care Index
*Five year total return data obtained from NASDAQ IR Insight
ITEM 6. RESERVED
28
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 the 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.
Non-U.S. GAAP Financial Measures
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. Organic net sales exclude the impact
from acquisitions and/or divestitures and translate the current-period reported sales of subsidiaries whose functional
currency is other than USD at the applicable foreign exchange rates in effect during the comparable prior-year
period. We may also refer to adjusted consolidated operating profit and adjusted consolidated operating profit
margin, which exclude the effects of unallocated items. The unallocated items are not representative of ongoing
operations, and generally include restructuring and related charges, certain asset impairments, and other specifically-
identified income or expense items. The re-measured results excluding effects from currency translation, the impact
from acquisitions and/or divestitures, and excluding the effects of unallocated items are not in conformity with U.S.
Generally Accepted Accounting Principles ("GAAP") and should not be used as a substitute for the comparable U.S.
GAAP financial measures. The non-U.S. GAAP financial measures are incorporated in our discussion and analysis
as management uses them in evaluating our results of operations and believes that this information provides users
with a valuable insight into our overall performance and financial position.
Our Operations
We are a leading global manufacturer in the design and production of technologically advanced, high-quality,
integrated containment and delivery systems for injectable drugs and healthcare products. Our products include a
variety of primary proprietary packaging, containment solutions, reconstitution and transfer systems, and drug
delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions. Our customers
include leading biologic, generic, pharmaceutical, diagnostic, and medical device companies around the world. Our
top priority is delivering quality products that meet the exact product specifications and quality standards customers
require and expect. This focus on quality includes a commitment to excellence in manufacturing, scientific and
technical expertise and management, which enables us to partner with our customers in order to deliver safe,
effective drug products to patients quickly and efficiently.
Our business operations are organized into two global segments, Proprietary Products and Contract-Manufactured
Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug
delivery systems, along with analytical lab services and other integrated services and solutions, primarily to biologic,
generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable segment serves as a
fully integrated business, focused on the design, manufacture, and automated assembly of complex devices,
primarily for pharmaceutical, diagnostic, and medical device customers. We also maintain collaborations to share
technologies and market products with affiliates in Japan and Mexico.
Other Macroeconomic Factors
Through the twelve months ended December 31, 2023, the war between Russia and Ukraine has not had a material
impact on the Company’s business, financial condition or results of operations as we do not have manufacturing
operations or significant commercial relationships in either country. However, the continuation of the Russia-
Ukraine military conflict and/or an escalation of the conflict beyond its current scope may further weaken the global
economy and could result in additional inflationary pressures and supply chain constraints, including the
unavailability and cost of energy.
29
We have operations based in Israel that conduct research and development activities and manufacture certain
components for our devices. Our Israel-based facilities continue to substantially operate as they had prior to the
conflict in Israel and surrounding area. We continue to monitor the impact of the conflict in Israel and surrounding
areas on our operations and those of our suppliers, the possible expansion of such conflict and potential geopolitical
consequences, if any, on our business and operations.
During 2023, we also experienced higher costs for raw materials. Due to the uncertainty that exists relative to the
duration and overall impact of the macroeconomic factors discussed above, our future operating performance,
particularly in the short-term, may be subject to volatility. The impacts of macroeconomic conditions on our
business, results of operations, financial condition and cash flows are dependent on certain factors, including those
discussed in Item 1A. Risk Factors.
Components of and Key Factors Influencing Our Results of Operations
In assessing the performance of our business, we consider a variety of performance and financial measures. We
believe the items discussed below provide insight into the factors that affect these key measures.
Net Sales
Our net sales result from the sale of goods or services and reflect the net consideration which we expect to receive in
exchange for those goods or services.
Several factors affect our reported net sales in any period, including product, payer and geographic sales mix,
operational effectiveness, pricing realization, timing of orders and shipments, regulatory actions, competition, and
business acquisitions that involve our customers or competitors.
Cost of goods and services sold and gross profit
Cost of goods and services sold includes personnel costs, manufacturing costs, raw materials and product costs,
freight costs, depreciation, and facility costs associated with our manufacturing and warehouse facilities.
Fluctuations in our cost of goods sold correspond with the fluctuations in sales units as well as inflationary and other
market factors that influence our cost base.
Gross profit is calculated as net sales less cost of goods and services sold. Our gross profit is affected by product and
geographic sales mix, realized pricing of our products, the efficiency of our manufacturing operations and the costs
of materials used to make our products.
Research and development expenses
Research and development expenses relate to our investments in improvements to our manufacturing processes,
product enhancements, and additional investments in our elastomeric packaging components, formulation
development, integrated drug containment systems, self-injection systems and drug administration consumables.
We expense research and development costs as incurred. Our research and development expenses fluctuate from
period to period primarily based on the ongoing improvements to our manufacturing processes and product
enhancements.
Selling, general and administrative expenses
Selling, general and administrative expenses primarily include personnel costs, incentive compensation, insurance,
professional fees, and depreciation.
30
Financial Performance Summary
The following tables present a reconciliation from U.S. GAAP to non-U.S. GAAP financial measures:
($ in millions)
Operating
profit
Income tax
expense
Net income Diluted EPS
Year ended December 31, 2023 GAAP
$
676.0 $
122.3 $
593.4 $
7.88
Unallocated items:
Loss on disposal of plant (1)
Cost investment activity (2)
Restructuring and other charges (3)
Amortization of acquisition-related intangible assets
(4)
Legal settlement (5)
Year ended December 31, 2023 adjusted amounts
(non-U.S. GAAP)
11.6
4.3
(2.0)
0.7
—
(0.7)
—
(0.9)
0.1
(0.9)
12.3
4.3
(1.1)
2.8
(2.9)
0.16
0.06
(0.02)
0.04
(0.04)
$
690.6 $
119.9 $
608.8 $
8.08
During 2023, we recorded a tax benefit of $32.0 million associated with stock-based compensation.
($ in millions)
Operating
profit
Income tax
expense
Net income Diluted EPS
Year ended December 31, 2022 GAAP
$
734.0 $
114.7 $
585.9 $
7.73
Unallocated items:
Restructuring and other charges (3)
Pension settlement (6)
Amortization of acquisition-related intangible assets
(4)
Cost investment activity (2)
Royalty acceleration (7)
Tax law changes (8)
Year ended December 31, 2022 adjusted amounts
(non-U.S. GAAP)
23.8
—
0.7
3.5
—
—
2.0
20.6
0.1
—
1.3
(5.7)
21.8
31.6
2.8
3.5
(1.3)
5.7
0.29
0.42
0.04
0.05
(0.02)
0.07
$
762.0 $
133.0 $
650.0 $
8.58
During 2022, we recorded a tax benefit of $16.5 million associated with stock-based compensation.
($ in millions)
Operating
profit
Income tax
expense
Net income Diluted EPS
Year ended December 31, 2021 GAAP
$
752.3 $
107.2 $
661.8 $
8.67
Unallocated items:
Restructuring and other charges (3)
Pension settlement (6)
Amortization of acquisition-related intangible assets
(4)
Asset impairment (1)
Cost investment activity (2)
Royalty acceleration (7)
Tax law changes (8)
Year ended December 31, 2021 adjusted amounts
(non-U.S. GAAP)
2.2
—
0.8
2.8
4.3
—
—
0.4
0.5
0.1
—
(0.1)
18.5
1.4
1.8
1.5
2.8
2.8
4.4
(18.5)
(1.4)
0.02
0.02
0.04
0.04
0.06
(0.25)
(0.02)
$
762.4 $
128.0 $
655.2 $
8.58
31
During 2021, we recorded a tax benefit of $31.5 million associated with stock-based compensation.
(1) During 2023, the Company recorded expense of $11.6 million as a result of the sale of one of the Company’s
manufacturing facilities within the Proprietary Products segment. The transaction closed during the second
quarter of 2023. During 2021, the Company recorded a $2.8 million impairment charge for certain long-lived
and intangible assets related to the Company's manufacturing facility within the Proprietary Products segment
that was sold during the second quarter of 2023, as it determined the carrying value was not fully recoverable.
$1.9 million of this charge was recorded within cost of goods and services sold and $0.9 million of the charge is
recorded in selling, general, and administrative expense, due to the nature of the impaired assets.
(2) During 2023, the Company recorded a cost investment impairment charge of $4.3 million. During 2022, the
Company recorded a cost investment impairment charge of $3.5 million. During 2021, the net cost investment
activity was equal to $4.3 million, inclusive of an impairment charge of $4.6 million partially offset by a
$0.3 million gain on the sale of a cost investment.
(3) During 2023, the Company recorded a benefit to restructuring and other charges of $2.0 million, which
represents the net impact of a $2.8 million benefit within other expense (income) for revised severance
estimates in connection with its 2022 restructuring plan and an inventory write down of $0.8 million within cost
of goods and services sold. During 2022, the Company recorded expense to restructuring and other charges of
$23.8 million, which primarily included a charge of $8.7 million in net severance and post-employment benefits
primarily in connection with our plan to adjust our operating cost base and $15.3 million in asset-related
charges associated with this plan. During 2021, the Company recorded expense to restructuring and other
charges of $2.2 million to optimize certain organizational structures within the Company.
(4) During 2023, 2022 and 2021, the Company recorded $0.7 million, $0.7 million and $0.8 million, respectively,
of amortization expense within operating profit associated with an acquisition of an intangible asset during the
second quarter of 2020. Additionally, during 2023, 2022 and 2021, the company recorded $2.1 million of
amortization expense in association with an acquisition of increased ownership interest in Daikyo.
(5) During 2023, the Company recorded a benefit of $3.8 million within other nonoperating (income) expense as a
result of a favorable legal settlement related to a matter not included in our normal operations.
(6) During 2022, we recorded a gross pension settlement charge of $52.2 million within other nonoperating
(income) expense, which primarily relates to the full settlement of the U.S. qualified defined benefit plan (the
"U.S. pension plan"). In 2021, we recorded a pension settlement charge within other nonoperating (income)
expense, as it was determined that normal-course lump-sum payments for our U.S. pension plan exceeded the
threshold for settlement accounting. Please refer to Note 15, Benefit Plans, for further discussion of these items.
(7) During 2022, the Company increased its expected tax benefit related to the prepayment of future royalties from
one of its subsidiaries by $1.3 million. During 2021, the Company prepaid future royalties from one of its
subsidiaries, which resulted in a $18.5 million tax benefit.
(8) During 2022, the Company incurred additional tax expense of $5.7 million due to the impact of a tax law
change in the state of Pennsylvania enacted during the period. During 2021, the Company recorded a tax benefit
of $1.4 million due to the impact of a United Kingdom tax law change enacted during the period.
32
RESULTS OF OPERATIONS
We evaluate the performance of our segments based upon, among other things, segment net sales and operating
profit. Segment operating profit excludes general corporate costs, which include executive and director
compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate
facilities and administrative expenses not allocated to the segments. Also excluded are items that we consider not
representative of ongoing operations. Such items are referred to as other unallocated items for which further
information can be found above in the reconciliation from U.S. GAAP to non-U.S. GAAP financial measures.
Discussion of the year-over-year changes for the fiscal year ended December 31, 2022 compared to the fiscal year
ended December 31, 2021 and the results of operations and cash flows for the fiscal year ended December 31, 2021
is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Result of Operations of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 21,
2023, and is incorporated herein by reference.
Percentages in the following tables and throughout this Results of Operations section may reflect rounding
adjustments.
Net Sales
The following table presents net sales, consolidated and by reportable segment:
($ in millions)
Proprietary Products
Contract-Manufactured Products
Intersegment sales elimination
552.5
—
Year Ended December 31,
% Change
2023
2022
2021
2023/2022
2022/2021
$
2,397.3 $
2,406.8 $
2,317.3
480.4
514.7
(0.4%)
15.0%
3.9%
(6.7%)
(0.3)
(0.4)
(100.0%)
(25.0%)
Consolidated net sales
$
2,949.8 $
2,886.9 $
2,831.6
2.2%
2.0%
Consolidated net sales increased by $62.9 million, or 2.2%, in 2023, including a favorable foreign currency
translation impact of $27.9 million. Excluding foreign currency translation effects and the impact related to the
disposal of one of our plants of $11.5 million, consolidated net sales increased by $46.5 million, or 1.6%.
Proprietary Products – Proprietary Products net sales decreased by $9.5 million, or 0.4%, in 2023, including a
favorable foreign currency translation impact of $22.1 million. Excluding foreign currency translation effects and
the impact related to the disposal of one of our plants of $11.5 million, net sales decreased by $20.1 million, or
0.8%, primarily due to a decline in COVID-related sales of approximately $320 million, offset by growth in our
high-value components, primarily Westar®, Daikyo® and Envision®, as well as growth in high-value devices, such as
self-injection systems and administration systems, and sales price increases.
Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $72.1 million, or
15.0%, in 2023, including a favorable foreign currency translation impact of $5.8 million. Excluding foreign
currency translation effects, net sales increased by $66.3 million, or 13.8%, primarily due to an increase in the
volume of sales of components associated with injection-related devices and healthcare diagnostic devices, as well
as sales price increases.
The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the
elimination of components sold between our segments.
33
Gross Profit
The following table presents gross profit and related gross margins, consolidated and by reportable segment and by
unallocated:
($ in millions)
Proprietary Products:
Gross profit
Gross profit margin
Contract-Manufactured Products:
Gross profit
Gross profit margin
Unallocated items
Year Ended December 31,
% Change
2023
2022
2021
2023/2022
2022/2021
$ 1,034.0
$ 1,053.3
$ 1,093.9
(1.8%)
(3.7%)
43.1%
43.8%
47.2%
$
$
96.0
$
82.9
17.4%
17.3%
(0.8)
$
—
$
$
83.8
16.3%
(1.9)
15.8%
(1.1%)
Consolidated gross profit
$ 1,129.2
$ 1,136.2
$ 1,175.8
(0.6%)
(3.4%)
Consolidated gross profit margin
38.3%
39.4%
41.5%
Consolidated gross profit decreased by $7.0 million, or 0.6%, in 2023, including a favorable foreign currency
translation impact of $13.3 million. Consolidated gross profit margin decreased by 1.1 margin points in 2023.
Proprietary Products – Proprietary Products gross profit decreased by $19.3 million, or 1.8%, in 2023, including a
favorable foreign currency translation impact of $12.3 million. Proprietary Products gross profit margin decreased
by 0.7 margin points in 2023. The decrease is driven by a decline in higher margin COVID-related sales, a decrease
of approximately $21 million, net, in fees received from COVID-19 supply agreements, and inflationary pressures,
primarily within compensation costs. These items were offset by increased sales prices.
Contract-Manufactured Products – Contract-Manufactured Products gross profit increased by $13.1 million, or
15.8%, in 2023, including a favorable foreign currency translation impact of $1.0 million. Contract-Manufactured
Products gross profit margin increased by 0.1 margin points in 2023, due to sales price increases and a favorable mix
of products sold, offset by inflationary pressures, primarily within compensation costs.
Research and Development (“R&D”) Costs
The following table presents consolidated R&D costs:
($ in millions)
2023
2022
2021
2023/2022
2022/2021
Consolidated R&D costs
$
68.4 $
58.5 $
52.8
16.9%
10.8%
Year Ended December 31,
% Change
Consolidated R&D costs increased by $9.9 million, or 16.9%, in 2023, as compared to 2022, due to higher annual
incentive compensation and additional research performed to identify new product opportunities. The increase in
cost includes $3.5 million of incremental spend on research performed on glass systems. Efforts remain focused on
the continued investment in elastomeric packaging components, formulation development, drug containment
systems, self-injection systems and drug administration consumables.
All of the R&D costs incurred during 2023, 2022 and 2021 related to Proprietary Products.
34
Selling, General and Administrative (“SG&A”) Costs
The following table presents SG&A costs, consolidated and by reportable segment and corporate and unallocated
items:
($ in millions)
Proprietary Products
Contract-Manufactured Products
Corporate and unallocated items
Year Ended December 31,
% Change
2023
2022
2021
2023/2022
2022/2021
$
240.6
$
212.6
$
244.8
24.4
88.4
20.9
83.4
15.9
102.1
13.2%
16.7%
6.0%
11.5%
(13.2%)
31.4 %
(18.3%)
(12.7%)
Consolidated SG&A costs
$
353.4
$
316.9
$
362.8
SG&A as a % of net sales
12.0%
11.0%
12.8%
Consolidated SG&A costs increased by $36.5 million, or 11.5%, in 2023, primarily due to higher annual incentive
compensation, increased compensation costs, an increase in fees related to professional services and an unfavorable
foreign currency translation impact of $1.6 million.
Proprietary Products – Proprietary Products SG&A costs increased by $28.0 million, or 13.2%, in 2023, primarily
due to higher annual incentive compensation, an increase in compensation costs and an unfavorable foreign currency
translation impact of $1.3 million.
Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $3.5 million, or
16.7%, in 2023, primarily due to a higher allocation of corporate function spend and higher annual incentive
compensation.
Corporate and unallocated items – Corporate SG&A costs increased by $5.0 million, or 6.0%, in 2023, primarily
due to an increase in fees related to professional services and higher annual incentive compensation.
Other Expense (Income)
The following table presents other expense and income items, consolidated and by reportable segment and corporate
and unallocated items:
($ in millions)
Proprietary Products
Contract-Manufactured Products
Corporate and unallocated items
Consolidated other expense (income)
Year Ended December 31,
2023
2022
2021
$
14.9 $
(0.5)
17.0
(2.2) $
1.6
27.4
$
31.4 $
26.8 $
0.2
0.7
7.0
7.9
Other expense and income items consist of a loss on disposal of plant, asset impairments, foreign exchange
transaction gains and losses, contingent consideration and miscellaneous income and charges.
Consolidated other expense (income) changed by $4.6 million in 2023 as compared to 2022, due to the factors
described below.
35
Proprietary Products – Proprietary Products other expense (income) changed by $17.1 million in 2023 as
compared to 2022, primarily due to a loss on foreign exchange transactions being recorded in 2023, while a gain on
foreign exchange transactions was recorded during the same period in 2022. The losses on foreign exchange
transactions in 2023 were primarily driven by a highly inflationary environment in Argentina. Additionally, the
Company recorded a loss of $1.3 million related to oil hedges during 2023, while a gain of $1.5 million was
recorded in the same period in 2022. This was offset by $2.3 million of expense related to contingent consideration
being recorded during 2023, while expense of $3.0 million was recorded in the same period in 2022.
Contract-Manufactured Products – Contract-Manufactured Products other expense (income) changed by $2.1
million in 2023 as compared to 2022, primarily due to increased losses on foreign exchange transactions recorded in
2022, as compared to 2023.
Corporate and unallocated items – Corporate and unallocated items changed by $10.4 million in 2023 as
compared to 2022. During 2022, we recorded $23.8 million in restructuring and other charges, while during 2023 we
recorded a benefit to restructuring and other charges of $2.8 million. This was offset by the Company recording
expense of $11.6 million as a result of the sale of one of the Company’s manufacturing facilities within the
Proprietary Products segment in 2023 and additional cost investment impairments being recorded within Corporate
in 2023, as compared to 2022.
Operating Profit
The following table presents operating profit and adjusted operating profit, consolidated and by reportable segment,
corporate and unallocated items:
($ in millions)
Proprietary Products
Year Ended December 31,
% Change
2023
2022
2021
2023/2022
2022/2021
$ 710.1
$ 784.4
$ 796.1
Contract-Manufactured Products
72.1
60.4
67.2
Corporate and unallocated
Consolidated operating profit
Consolidated operating profit margin
Unallocated items
(106.2)
(110.8)
(111.0)
$ 676.0
$ 734.0
$ 752.3
22.9%
14.6
25.4%
28.0
26.6%
10.1
(9.5%)
19.4%
(4.2%)
(7.9%)
(1.5%)
(10.1%)
(0.2%)
(2.4%)
Adjusted consolidated operating profit
$ 690.6
$ 762.0
$ 762.4
(9.4%)
(0.1%)
Adjusted consolidated operating profit margin
23.4%
26.4%
26.9%
Consolidated operating profit decreased by $58.0 million, or 7.9%, in 2023, including a favorable foreign currency
translation impact of $10.9 million, due to the factors described above.
Proprietary Products – Proprietary Products operating profit decreased by $74.3 million, or 9.5%, in 2023,
including a favorable foreign currency translation impact of $10.1 million, due to the factors described above, most
notably the decline in COVID-related sales.
Contract-Manufactured Products – Contract-Manufactured Products operating profit increased by $11.7 million,
or 19.4%, in 2023, including a favorable foreign currency translation impact of $0.8 million, due to the factors
described above, most notably an increase in sales of components associated with medical devices and diagnostic
products.
Corporate and unallocated – Excluding the unallocated items, Corporate costs increased by $8.8 million, or
10.6%, in 2023, due to the factors described above.
For unallocated items, please refer to the Financial Performance Summary section above for details.
36
Interest Expense, Net and Interest Income
The following table presents interest expense, net, by significant component:
($ in millions)
Interest expense
Capitalized interest
Interest expense, net
Interest income
Year Ended December 31,
% Change
2023
2022
2021
2023/2022
2022/2021
14.8 $
(5.8)
9.0 $
11.6 $
(3.7)
7.9 $
10.2
(2.0)
8.2
27.6%
56.8%
13.9 %
13.7%
85.0%
(3.7) %
(28.0) $
(5.1) $
(1.0)
449.0%
410.0%
$
$
$
Interest expense, net, increased by $1.1 million, or 13.9%, in 2023, primarily due to higher interest rates in 2023, as
compared to 2022.
Interest income increased by $22.9 million in 2023, due primarily from 2023 investments in highly liquid low-risk
money market funds in the U.S., Europe, and South America yielding higher interest rates compared to 2022.
Other Nonoperating (Income) Expense
Other nonoperating (income) expense was $(3.0) million, $51.3 million and $(3.8) million for the years 2023, 2022,
and 2021, respectively. Other nonoperating (income) expense changed by $54.3 million in 2023, primarily due to the
recording of a $52.2 million pension settlement charge in 2022, which relieved the historical balance sheet position,
inclusive of accumulated other comprehensive income, of the U.S. pension plan. This charge was not repeated in
2023.
Income Taxes
The provision for income taxes was $122.3 million, $114.7 million, and $107.2 million for the years 2023, 2022,
and 2021, respectively, and the effective tax rate was 17.5%, 16.9%, and 14.3%, respectively.
The increase in the effective tax rate in 2023 of 0.6%, or $7.6 million greater tax expense, is primarily due to a tax
benefit of $20.3 million related to the termination of the U.S. pension plan recorded in 2022 and a $5.9 million tax
benefit recorded as the result of a state tax valuation allowance reversal in 2022 that were not repeated in the same
period in 2023. This was offset by an increase in the tax benefit related to stock-based compensation in 2023 of
$32.0 million, as compared to the same period in 2022, which had a tax benefit related to stock-based compensation
of $16.5 million.
Please refer to Note 17, Income Taxes, for further discussion of our income taxes.
Equity in Net Income of Affiliated Companies
Equity in net income of affiliated companies was $17.7 million, $20.7 million, and $20.1 million for the years 2023,
2022, and 2021, respectively. Equity in net income of affiliated companies decreased by $3.0 million, or 14.5%, in
2023, primarily due to less favorable operating results at the Mexico affiliates.
37
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following table presents cash flow data for the years ended December 31:
($ 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
2023
2022
2021
$
$
$
776.5 $
724.0 $
584.0
(368.7) $
(288.2) $
(459.6) $
(293.6) $
(253.1)
(168.1)
Net cash provided by operating activities increased by $52.5 million in 2023, primarily due to favorable working
capital management in 2023, as compared to 2022.
Net Cash Used in Investing Activities
Net cash used in investing activities increased by $80.5 million in 2023, due to an increase in capital expenditures
for additional manufacturing capacity in 2023 to meet customer demand and improve manufacturing lead times.
Net Cash Used in Financing Activities
Net cash used in financing activities increased by $166.0 million in 2023, primarily due to increases in purchases
under our share repurchase program in 2023, as compared to 2022. This was partially offset by reduced debt
repayments and increased proceeds from stock-based compensation awards in 2023, as compared to 2022.
Liquidity and Capital Resources
The table below presents selected liquidity and capital measures as of:
($ in millions)
Cash and cash equivalents
Accounts receivable, net
Inventories
Accounts payable
Debt
Equity
Working capital
December 31,
2023
December 31,
2022
$
$
$
$
$
$
$
853.9 $
512.0 $
434.7 $
242.4 $
206.8 $
894.3
507.4
414.8
215.4
208.9
2,881.0 $
1,264.6 $
2,684.9
1,400.5
Cash and cash equivalents include all instruments that have maturities of ninety days or less when purchased.
Working capital is defined as current assets less current liabilities.
Cash and cash equivalents – Our cash and cash equivalents balance at December 31, 2023 consisted of cash held in
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, 2023 included $368.8 million of cash held by subsidiaries within
the U.S. and $485.1 million of cash held by subsidiaries outside of the U.S. For further information on our position
regarding permanent reinvestment of foreign subsidiary earnings and profits refer to Note 17, Income Taxes.
38
Working capital - Working capital at December 31, 2023 decreased by $135.9 million, or 9.7%, as compared to
December 31, 2022, which includes a favorable foreign currency translation impact of $25.4 million. Excluding the
impact of currency exchange rates, inventories, other current assets and total current liabilities increased by
$13.5 million, $30.4 million and $145.1 million, respectively, while cash and cash equivalents and accounts
receivable decreased by $56.1 million and $4.0 million, respectively. The increase in other current assets was driven
by net investment hedge assets, which moved from long-term to short-term during the period, and an increase in
short-term income tax receivables. The increase in total current liabilities was driven primarily by a portion of long-
term debt moving to short-term based on the stated maturity during the period, increases in accounts payable and a
higher annual incentive compensation accrual. These increases were offset by a decrease in other current liabilities
due to declines in deferred income and accrued commissions, rebates and royalties. The decrease in cash and cash
equivalents was due to capital expenditures and share repurchases in 2023, offset by cash collections driven by
positive operating results during the period.
Debt and credit facilities - The $2.1 million decrease in total debt at December 31, 2023, as compared to
December 31, 2022, resulted primarily from debt repayments under our Term Loan.
Our sources of liquidity include our Credit Facility. At December 31, 2023, we had no outstanding borrowings under
the Credit Facility. At December 31, 2023, the borrowing capacity available under the Credit Facility, including
outstanding letters of credit of $2.4 million, was $497.6 million. We do not expect any significant limitations on our
ability to access this source of funds. Please refer to Note 10, Debt, for further discussion of our Credit Facility.
Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage
ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants,
none of which we consider restrictive to our operations. At December 31, 2023, we were in compliance with all of
our debt covenants, and we expect to continue to be in compliance with the terms of these agreements throughout
2024.
We believe that cash on hand and cash generated from operations, together with availability under our 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 to continue to meet customer
demand.
Commitments and Contractual Obligations
Contractual obligations associated with ongoing business activities are expected to result in cash payments in future
periods, and include the following material items:
•
•
•
•
Our business creates a need to enter into various commitments with suppliers, including for the purchase of
raw materials and finished goods. In accordance with U.S. GAAP, these purchase obligations are not
reflected in the accompanying consolidated balance sheets. At December 31, 2023, our outstanding
unconditional contractual commitments, including for the purchase of raw materials and finished goods,
amounted to $298.3 million, of which $76.8 million is due to be paid in 2024. These purchase
commitments are in the normal course of business. The Company previously entered into a material supply
agreement for butyl polymers used as a principal raw material in a broad range of the Company’s polymer-
based pharmaceutical packaging products.
Our long-term debt obligations, net of unamortized debt issuance costs including fixed and variable-rate
debt, is further discussed in Note 10, Debt.
Our operating lease obligations primarily related to land, buildings, and machinery and equipment, with
lease terms through 2047 further discussed in Note 6, Leases.
Our various tax-qualified and non-qualified defined benefit pension plan obligations in the U.S. and other
countries that cover employees and former employees who meet eligibility requirements is further
discussed in Note 15, Benefit Plans.
39
CRITICAL ACCOUNTING 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:
Impairment of Long-Lived Assets: Long-lived assets, including property, plant and equipment, operating lease
right-of-use assets and finance lease right-of-use assets, are tested for impairment whenever circumstances, such as a
deterioration in general macroeconomic conditions or a change in company strategy, increased competition,
declining product demand, plans to dispose of an asset or asset group, or recent financial or legal factors that could
impact the expected cash flows, 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. Impairment reviews are based on an estimated future cash flow approach that
requires significant judgment with respect to future revenue and expense growth rates, selection of appropriate
discount rate, asset groupings, and other assumptions and estimates. The Company uses estimates that are consistent
with its business plans and a market participant view of the assets being evaluated. Once an asset is considered
impaired, an impairment loss is recorded within other expense (income) for the difference between the asset’s
carrying value and its fair value. For assets held and used in the business, management determines fair value using
estimated future cash flows to be derived from the asset, discounted to a net present value using an appropriate
discount rate. For assets held for sale or for investment purposes, management determines fair value by estimating
the proceeds to be received upon sale of the asset, less disposition costs.
Impairment of Goodwill and Other Intangible Assets: Goodwill is tested for impairment at least annually,
following the completion of our annual budget and long-range planning process, or whenever circumstances indicate
that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit
level, which is the same as, or one level below, our operating segments. A goodwill impairment charge represents
the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the total amount of
goodwill allocated to that reporting unit. 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. Accounting guidance also allows entities to first assess qualitative factors, including
macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, to
determine whether it is necessary to perform the quantitative goodwill impairment test. If, based upon our qualitative
assessment, we determined that it was not more likely than not that the fair value of each of our reporting units was
less than its carrying amount, then it would not be necessary to perform the quantitative goodwill impairment test.
We elected to follow this guidance for our annual impairment test in the prior year, however in the current year,
2023, we performed a quantitative analysis to support our historical qualitative assessments. No impairment in the
carrying value of our reporting units was evident as a result of the quantitative assessment performed.
40
Valuing identifiable intangible assets requires judgment. For example, for recent identifiable customer relationship
intangible asset acquisitions, we applied an excess earnings model, which is a form of the income approach. This
approach includes projecting revenues and expenses attributable to the existing customers over the remaining
economic life of the customer relationships and then subtracting the required return on net tangible assets and any
intangible assets used in the business to estimate any residual excess earnings attributable to the customer
relationships. The after-tax excess earnings are then discounted to present value using the respective discount rates.
Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, and
reviewed for impairment whenever circumstances indicate that the carrying value of these assets may not be
recoverable. Factors that could trigger an impairment review include the following: 1) significant under-performance
relative to historical or projected future operating results; 2) significant changes in the manner or use of the acquired
assets or the strategy of the overall business; 3) significant negative industry or economic trends; and 4) recognition
of goodwill impairment charges. If we determine that the carrying value of identifiable intangibles may not be
recoverable based on the existence of one or more of the above indicators of impairment, we measure recoverability
of assets by comparing the respective carrying value of the assets to the current and expected future cash flows, on
an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these
assets is not recoverable, we measure an impairment based on the amount in which the net carrying amount of the
assets exceeds the fair values of the assets.
Income Taxes: We estimate income taxes payable based upon current domestic and international tax legislation. In
addition, deferred income taxes are recognized by applying enacted statutory tax rates to tax loss carryforwards and
temporary differences between the tax basis and financial statement carrying values of our assets and liabilities. The
enacted statutory tax rate applied is based on the rate expected to be applicable at the time of the forecasted
utilization of the loss carryforward or reversal of the temporary difference. Valuation allowances on deferred tax
assets are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.
The realizability of deferred tax assets is subject to our estimates of future taxable income, generally at the
respective subsidiary company and 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.
Please refer to Note 1, Basis of Presentation and Summary of Significant Accounting Policies to our consolidated
financial statements for additional information on our significant accounting policies.
41
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our ongoing business operations expose us to various risks, 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 market risks, we periodically enter into derivative financial instruments,
such as interest rate swaps, options and foreign exchange contracts for periods consistent with, and for notional
amounts equal to or less than, the related underlying exposures. We do not purchase or hold any derivative financial
instruments for investment or trading purposes. All derivatives are recorded in our consolidated balance sheet at fair
value.
Foreign Currency Exchange Risk
Sales outside of the U.S. accounted for 58.0% of our consolidated net sales in 2023. Virtually all of these sales and
related operating costs are denominated in the currency of the local country and translated into USD 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 exchange contracts
to hedge certain transactions or to manage month-end balance sheet exposures on cross-currency intercompany
balances.
We have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to
fluctuating foreign exchange rates on cross-currency intercompany loans. As of both December 31, 2023 and
December 31, 2022, the total amount of these forward exchange contracts was Singapore Dollar ("SGD") 601.5
million and $13.4 million. We have also entered into forward exchange contracts, designated as fair value hedges, to
manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany demand notes which
were executed in June 2023. As of December 31, 2023, the total amount of these forward exchange contracts was
Euro ("EUR") 278.6 million and SGD 94.0 million.
In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of
up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions
denominated in foreign currencies. As of December 31, 2023, we had outstanding foreign currency contracts to
purchase and sell certain pairs of currencies, as follows:
(in millions)
Currency
EUR
Yen
SGD
Sell
Purchase
USD
EUR
19.8
6,065.2
41.6
21.6
30.7
13.9
—
13.2
15.8
In November and December 2019, in conjunction with the repayment of the outstanding long-term borrowings under
our Credit Facility denominated in Euro and Japanese Yen, we de-designated these borrowings as hedges of our net
investments in certain European subsidiaries and Daikyo. The amounts recorded as a cumulative translation
adjustment in accumulated other comprehensive loss related to these borrowings (prior to de-designation) will
remain in accumulated other comprehensive loss indefinitely, unless certain future events occur, such as the
disposition of the operations for which the net investment hedges relate.
In December 2019, we entered into a five-year floating-to-floating forward-starting cross-currency swap (the “cross-
currency swap”) for $90 million, which we designated as a hedge of our net investment in Daikyo. The notional
amount of the cross-currency swap is ¥8.9 billion ($81.0 million) as of December 31, 2023. Under the cross-
currency swap, we receive floating interest rate payments based on USD compounded SOFR plus a margin, in return
for paying floating interest rate payments based on Japanese Yen (“Yen”) Tokyo Overnight Average Rate
42
("TONAR") plus a margin. In addition, we receive periodic fixed principal payments of USD in return for paying
fixed principal payments of Yen.
A sensitivity analysis of changes in fair value of these contracts outstanding as of December 31, 2023, while not
predictive in nature, indicated that a 10% decrease or increase in the foreign currency exchange rates from their level
would increase or decrease the fair value of these contracts by $7.0 million or $6.9 million, respectively, the
majority of which relates to our hedges of the movement between the Euro and United States Dollar contracts.
Interest Rate Risk
As a result of our normal borrowing activities, we have long-term debt with both fixed and variable interest rates.
Long-term debt consists of our Term Loan and Series B and C notes.
The following table summarizes our interest rate risk-sensitive instruments:
2024
2025
2026
2027
2028 Thereafter Carrying Value
Fair Value
($ in millions)
Current Debt:
U.S. dollar denominated
$81.0
Average interest rate - variable 6.32%
$53.0
Average interest rate - variable 3.82%
U.S. dollar denominated
Long-Term Debt:
U.S. dollar denominated
Average interest rate - fixed
$73.0
4.02%
$81.0
$53.0
$81.0
$52.6
$73.0
$71.0
A change of 1.0% in variable interest rates would decrease or increase annual interest expense by $0.9 million based
on our outstanding debt as of December 31, 2023.
Commodity Price Risk
Many of our proprietary products are made from synthetic elastomers, which are derived from the petroleum
refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain
clauses that provide for surcharges related to fluctuations in crude oil prices. In recent years, raw material costs have
fluctuated due to crude oil price fluctuations. We expect this volatility to continue and will continue to pursue
pricing and hedging strategies, and ongoing cost control initiatives, to offset the effects on gross profit.
From November 2017 through December 2023, we purchased several series of call options for a total of 995,426
barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with
regards to a portion of our forecasted elastomer purchases.
During 2023, the loss recorded in other expense (income) related to these options was $1.3 million. During 2022, the
gain recorded in other expense (income) related to these options was $1.5 million.
As of December 31, 2023, we had outstanding contracts to purchase 206,316 barrels of crude oil from December
2023 to June 2025, at a weighted-average strike price of $88.78 per barrel.
A sensitivity analysis of changes in brent crude oil prices indicated that a 10% decrease or increase in pricing would
decrease or increase the fair value of our commodity call options by $0.3 million or $0.6 million, respectively, as of
December 31, 2023.
43
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF INCOME
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021
(in millions, except per share data)
Net sales
Cost of goods and services sold
Gross profit
Research and development
Selling, general and administrative expenses
Other expense (income) (Note 16)
Operating profit
Interest expense
Interest income
Other nonoperating (income) expense
Income before income taxes and equity in net income of
affiliated companies
Income tax expense
Equity in net income of affiliated companies
Net income
Net income per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
2023
2022
2021
$
2,949.8 $
2,886.9 $
1,820.6
1,129.2
68.4
353.4
31.4
676.0
9.0
(28.0)
(3.0)
698.0
122.3
(17.7)
593.4 $
1,750.7
1,136.2
58.5
316.9
26.8
734.0
7.9
(5.1)
51.3
679.9
114.7
(20.7)
585.9 $
7.98 $
7.88 $
7.87 $
7.73 $
74.3
75.3
74.4
75.8
$
$
$
2,831.6
1,655.8
1,175.8
52.8
362.8
7.9
752.3
8.2
(1.0)
(3.8)
748.9
107.2
(20.1)
661.8
8.89
8.67
74.4
76.3
The accompanying notes are an integral part of the consolidated financial statements.
44
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021
(in millions)
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of $1.0, $2.2, and
$2.4
Defined benefit pension and other postretirement plans:
Prior service cost arising during period, net of tax of $0.0, $0.0, and
$0.5
Net actuarial gain (loss) arising during period, net of tax of $0.4,
$(2.4), and $2.1
Settlement effects arising during period, net of tax of $0.0, $20.3,
and $0.4
Less: amortization of actuarial (gain) loss, net of tax of $(0.4),
$(0.1), and $0.1
Less: amortization of prior service credit, net of tax of $0.0, $0.0,
and $(0.1)
Less: amortization of other, net of tax of $(0.1), $0.1, and $0.0
Net gain (loss) on equity affiliate accumulated other comprehensive
income, net of tax of $0.0, $0.0, and $0.0
Net (loss) gain on derivatives, net of tax of $0.0, $0.2, and $0.5
Other comprehensive income (loss), net of tax
Comprehensive income
2023
2022
2021
$
593.4 $
585.9 $
661.8
39.4
(47.3)
(59.3)
—
0.8
0.1
—
(9.3)
31.9
(1.3)
(0.5)
—
(0.3)
0.7
(0.2)
39.2
—
0.3
0.1
1.4
1.5
5.9
1.4
0.1
(0.2)
—
0.9
0.7
(23.4)
(49.0)
$
632.6 $
562.5 $
612.8
The accompanying notes are an integral part of the consolidated financial statements.
45
CONSOLIDATED BALANCE SHEETS
West Pharmaceutical Services, Inc. and Subsidiaries at December 31, 2023 and 2022
(in millions, except per share data)
ASSETS
Current assets:
2023
2022
Cash and cash equivalents
Accounts receivable, net
Inventories
Other current assets
Total current assets
Property, plant and equipment
Less: accumulated depreciation and amortization
Property, plant and equipment, net
Operating lease right-of-use assets
Investments in affiliated companies
Goodwill
Intangible assets, net
Deferred income taxes
Other noncurrent assets
Total Assets
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and other current debt
Accounts payable
Accrued salaries, wages and benefits
Income taxes payable
Operating lease liabilities
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Pension and other postretirement benefits
Operating lease liabilities
Deferred compensation benefits
Other long-term liabilities
Total Liabilities
Commitments and contingencies (Note 18)
Equity:
$
$
$
853.9 $
512.0
434.7
135.8
1,936.4
2,738.0
1,324.7
1,413.3
99.2
210.0
108.5
15.1
25.7
21.3
3,829.5 $
134.0 $
242.4
105.9
16.6
17.7
155.2
671.8
72.8
12.7
29.6
84.5
18.6
58.5
948.5
894.3
507.4
414.8
103.0
1,919.5
2,386.6
1,228.3
1,158.3
104.4
204.9
107.3
18.4
65.6
38.4
3,616.8
2.2
215.4
76.8
24.8
16.0
183.8
519.0
206.7
14.3
28.2
93.0
19.1
51.6
931.9
Preferred stock, 3.0 million shares authorized; 0.0 shares issued and outstanding in
2023 and 2022
—
—
Common stock, par value $0.25 per share; 200 million shares authorized; shares
issued: 75.3 million in 2023 and 2022; shares outstanding: 73.5 million and 74.1
million in 2023 and 2022
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost (1.8 million and 1.2 million shares in 2023 and 2022)
Total Equity
Total Liabilities and Equity
18.8
120.2
3,523.4
(143.8)
(637.6)
2,881.0
18.8
232.2
2,987.8
(183.0)
(370.9)
2,684.9
$
3,829.5 $
3,616.8
The accompanying notes are an integral part of the consolidated financial statements.
46
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(
CONSOLIDATED STATEMENTS OF CASH FLOWS
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2023, 2022 and 2021
(in millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2023
2022
2021
$
593.4 $
585.9 $
661.8
Depreciation
Amortization
Stock-based compensation
Non-cash restructuring charges
Pension settlement charge
Loss on disposal of plant
Asset impairments
Deferred income taxes
Pension and other retirement plans, net
Equity in undistributed earnings of affiliates, net of dividends
Other, net
Changes in assets and liabilities:
Decrease (increase) in accounts receivable
Increase in inventories
(Increase) decrease in other current assets
Increase (decrease) in accounts payable
Changes in other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisition of business
Other, net
Net cash used in investing activities
Cash flows from financing activities:
Debt issuance cost
Repayments of long-term debt
Dividend payments
Proceeds from stock-based compensation awards
Employee stock purchase plan contributions
Shares purchased under share repurchase programs
Shares repurchased for employee tax withholdings
Other, net
Net cash used in financing activities
Effect of exchange rates on cash
Net (decrease) increase 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
133.7
116.9
3.6
23.3
—
0.1
11.6
9.6
37.5
(2.6)
(14.3)
1.0
4.0
(13.5)
(21.3)
4.4
6.0
776.5
3.7
23.7
15.3
52.2
—
6.2
(30.8)
(14.0)
(18.1)
(2.0)
(35.6)
(49.8)
18.5
(2.8)
54.7
724.0
116.9
5.4
37.5
—
1.8
—
5.6
(42.9)
14.8
(17.4)
(1.4)
(123.5)
(86.5)
(7.3)
16.8
2.4
584.0
(362.0)
(284.6)
(253.4)
—
(6.7)
—
(3.6)
(2.2)
2.5
(368.7)
(288.2)
(253.1)
—
(2.3)
(57.0)
43.9
7.1
(438.3)
(12.9)
(0.1)
(459.6)
11.4
(40.4)
894.3
(1.2)
(44.3)
(54.1)
20.9
7.3
(202.8)
(19.4)
—
(293.6)
(10.5)
131.7
762.6
$
$
$
$
$
853.9 $
894.3 $
6.0 $
90.8 $
53.3 $
14.8 $
6.6 $
109.7 $
33.2 $
14.1 $
—
(2.2)
(51.1)
29.4
7.7
(137.1)
(14.8)
—
(168.1)
(15.7)
147.1
615.5
762.6
8.0
171.8
41.1
13.4
The accompanying notes are an integral part of the consolidated financial statements.
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the accounts of West Pharmaceutical
Services, Inc. ("West") after the elimination of intercompany transactions. We have no participation or other rights
in variable interest entities.
Use of Estimates: The financial statements are prepared in conformity with U.S. GAAP. These principles require
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingencies in the financial statements. Actual amounts realized may differ from
these estimates.
Cash and Cash Equivalents: Cash equivalents include time deposits, certificates of deposit and all highly liquid
short-term instruments with maturities of three months or less at the time of purchase.
Accounts Receivable: Our accounts receivable balance was net of an allowance for credit losses of $0.8 million and
$0.2 million at December 31, 2023 and 2022, respectively. Under the current expected credit loss model, we utilize a
provision matrix approach, utilizing historical loss rates based on the number of days past due, adjusted to reflect
current economic conditions and forecasts of future economic conditions.
Inventories: Inventories are valued at the lower of cost (on a first-in, first-out basis) or net realizable value. The
Company provides for cost adjustments for excess, obsolete or slow-moving inventory based on changes in
customer demand, technology developments or other economic factors. The following is a summary of inventories
at December 31:
($ in millions)
Raw materials
Work in process
Finished goods
2023
2022
172.3 $
87.3
175.1
434.7 $
170.7
79.0
165.1
414.8
$
$
Property, Plant and Equipment: Property, plant and equipment assets are carried at cost. Maintenance and minor
repairs and renewals are charged to expense as incurred. Costs incurred for computer software developed or
obtained for internal use are capitalized for application development activities and immediately expensed for
preliminary project activities or post-implementation activities. Upon sale or retirement of depreciable assets, costs
and related accumulated depreciation are eliminated, and gains or losses are recognized in other expense (income).
Depreciation and amortization are computed principally using the straight-line method over the estimated useful
lives of the assets, or the remaining term of the lease, if shorter.
Leases: Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the
lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct
costs incurred less any lease incentives received. Operating lease right-of-use assets are subsequently measured
throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any
prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease
payments is recognized on a straight-line basis over the lease term. Operating lease liabilities are initially measured
at the present value of the unpaid lease payments at the lease commencement date. We had no material finance
leases as of December 31, 2023. We had no finance leases as of December 31, 2022. Please refer to Note 6, Leases,
for additional information.
49
Impairment of Long-Lived Assets: Long-lived assets, including property, plant and equipment, operating lease
right-of-use assets and finance lease right-of-use assets, are tested for impairment whenever circumstances indicate
that the carrying value of these assets may not be recoverable. An asset is considered impaired if the carrying value
of the asset exceeds the sum of the future expected undiscounted cash flows to be derived from the asset. Once an
asset is considered impaired, an impairment loss is recorded within other expense (income) for the difference
between the asset’s carrying value and its fair value. For assets held and used in the business, management
determines fair value using estimated future cash flows to be derived from the asset, discounted to a net present
value using an appropriate discount rate. For assets held for sale or for investment purposes, management determines
fair value by estimating the proceeds to be received upon sale of the asset, less disposition costs.
Impairment of Goodwill and Other Intangible Assets: Goodwill is tested for impairment at least annually,
following the completion of our annual budget and long-range planning process, or whenever circumstances indicate
that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit
level, which is the same as, or one level below, our operating segments. A goodwill impairment charge represents
the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the total amount of
goodwill allocated to that reporting unit. Accounting guidance also allows entities to first assess qualitative factors,
including macroeconomic conditions, industry and market considerations, cost factors, and overall financial
performance, to determine whether it is necessary to perform the quantitative goodwill impairment test. If, based
upon our assessment, we determined that it was not more likely than not that the fair value of each of our reporting
units was less than its carrying amount, then it would not be necessary to perform the quantitative goodwill
impairment test. We elected to follow this guidance for our annual impairment test in the prior year, however in the
current year, 2023, we performed a quantitative analysis to support our historical qualitative assessments. No
impairment in the carrying value of our reporting units was evident as a result of the quantitative assessment
performed.
Valuing identifiable intangible assets requires judgment. For example, for recent identifiable customer relationship
intangible asset acquisitions, we applied an excess earnings model, which is a form of the income approach. This
approach includes projecting revenues and expenses attributable to the existing customers over the remaining
economic life of the customer relationships and then subtracting the required return on net tangible assets and any
intangible assets used in the business to estimate any residual excess earnings attributable to the customer
relationships. The after-tax excess earnings are then discounted to present value using the respective discount rates.
Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives of 3
to 25 years, and reviewed for impairment whenever circumstances indicate that the carrying value of these assets
may not be recoverable. Factors that could trigger an impairment review include the following: 1) significant under-
performance relative to historical or projected future operating results; 2) significant changes in the manner or use of
the acquired assets or the strategy of the overall business; 3) significant negative industry or economic trends; and 4)
recognition of goodwill impairment charges. If we determine that the carrying value of identifiable intangibles assets
may not be recoverable based on the existence of one or more of the above indicators of impairment, we measure
recoverability of assets by comparing the respective carrying value of the assets to the current and expected future
cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying
value of these assets is not recoverable, we measure an impairment based on the amount in which the net carrying
amount of the assets exceeds the fair values of the assets.
Employee Benefits: The measurement of the obligations under our defined benefit pension and postretirement
medical plans are subject to a number of assumptions. These include the rate of return on plan assets (for funded
plans) and the rate at which the future obligations are discounted to present value. For our funded plans, we consider
the current and expected asset allocations of our plan assets, as well as historical and expected rates of return, in
estimating the long-term rate of return on plan assets. U.S. GAAP requires the recognition of an asset or liability for
the funded status of a defined benefit postretirement plan, as measured by the difference between the fair value of
plan assets, if any, and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit
obligation; for any other postretirement plan, such as a retiree health plan, the benefit obligation is the accumulated
postretirement benefit obligation. Please refer to Note 15, Benefit Plans, for a more detailed discussion of our
pension and other retirement plans.
50
Financial Instruments: All derivatives are recognized as either assets or liabilities in the balance sheet and recorded
at their fair value. For a derivative designated as a hedge of the exposure to variable cash flows of a forecasted
transaction (referred to as a cash flow hedge), the effective portion of the derivative’s gain or loss is initially
reported as a component of other comprehensive income (“OCI”), net of tax, and subsequently reclassified into
earnings when the forecasted transaction affects earnings. For a derivative designated as a hedge of the exposure to
changes in the fair value of a recognized asset or liability or a firm commitment (referred to as a fair value hedge),
the derivative’s gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain
on the hedged item. For a derivative designated as a hedge of the foreign currency exposure of a net investment in a
foreign operation, the gain or loss is reported in OCI, net of tax, as part of the cumulative translation adjustment. The
ineffective portion of any derivative used in a hedging transaction is recognized immediately into earnings.
Derivative financial instruments that are not designated as hedges are also recorded at fair value, with the change in
fair value recognized immediately into earnings. We do not purchase or hold any derivative financial instrument for
investment or trading purposes.
Foreign Currency Translation: Foreign currency transaction gains and losses are recognized in the determination
of net income. Foreign currency translation adjustments of subsidiaries and affiliates operating outside of the U.S.
are accumulated in other comprehensive loss, a separate component of equity.
Revenue Recognition: Our revenue results from the sale of goods or services and reflects the consideration to
which we expect to be entitled in exchange for those goods or services. We record revenue based on a five-step
model, in accordance with Accounting Standards Codification (“ASC”) 606. Following the identification of a
contract with a customer, we identify the performance obligations (goods or services) in the contract, determine the
transaction price, allocate the transaction price to the performance obligations in the contract, and recognize the
revenue when (or as) we satisfy the performance obligations by transferring the promised goods or services to our
customers. A good or service is transferred when (or as) the customer obtains control of that good or service. We
have elected to disregard the effects of a significant financing component, as we expect, at the inception of our
contracts, that the period between when we transfer a promised good or service to the customer and when the
customer pays for that good or service will be one year or less. In addition, we have elected to omit the disclosure of
the majority of our remaining performance obligations, which are satisfied within one year or less. Please refer to
Note 3, Revenue, for additional information.
Shipping and Handling Costs: Shipping and handling costs are included in cost of goods and services sold.
Shipping and handling costs billed to customers in connection with the sale are included in net sales.
Research and Development: Research and development expenditures are for the creation, engineering and
application of new or improved products and processes. Expenditures include primarily salaries and outside services
for those directly involved in research and development activities and are primarily expensed as incurred.
Litigation: From time to time, we are involved in legal proceedings, investigations and claims generally incidental
to our normal business activities. In accordance with U.S. GAAP, we accrue for loss contingencies when it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates
are based on an analysis made by internal and external legal counsel considering information known at the time.
Legal costs in connection with loss contingencies are expensed as incurred.
51
Income Taxes: Deferred income taxes are recognized by applying enacted statutory tax rates to tax loss
carryforwards and temporary differences between the tax basis and financial statement carrying values of our assets
and liabilities. The enacted statutory tax rate applied is based on the rate expected to be applicable at the time of the
forecasted utilization of the loss carryforward or reversal of the temporary difference. Valuation allowances on
deferred tax assets are established when it is more likely than not that all or a portion of a deferred tax asset will not
be realized. The realizability of deferred tax assets is subject to our estimates of future taxable income, generally at
the respective subsidiary company and the country level. Please refer to Note 17, Income Taxes, for additional
information. We recognize interest costs related to income taxes in interest expense and penalties within other
expense (income). The tax law ordering approach is used for purposes of determining whether an excess tax benefit
has been realized during the year.
Stock-Based Compensation: Under the fair value provisions of U.S. GAAP, stock-based compensation cost is
measured at the grant date based on the value of the award and is recognized as expense over the vesting period. In
order to determine the fair value of stock options on the grant date, we use the Black-Scholes valuation model.
Please refer to Note 14, Stock-Based Compensation, for a more detailed discussion of our stock-based compensation
plans.
Net Income Per Share: Basic net income per share is computed by dividing net income attributable to common
shareholders by the weighted average number of shares of common stock outstanding during each period. Net
income per share assuming dilution considers the dilutive effect of outstanding stock options and other stock awards
based on the treasury stock method. The treasury stock method assumes the use of exercise proceeds to repurchase
common stock at the average fair market value in the period.
52
Note 2: New Accounting Standards
Recently Adopted Standards
In September 2022, the Financial Accounting Standards Board ("FASB") issued guidance that seeks to enhance
transparency around entities' use of supplier finance programs. The amendment requires the buyer in a supplier
finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of
the end of the period, a rollforward of such amounts during each annual period, and a description of where in the
financial statements outstanding amounts are presented. This guidance is effective for fiscal years beginning after
December 15, 2022. We adopted this guidance as of January 1, 2023, on a prospective basis. The adoption did not
have a material impact on our financial statements, as supplier finance programs are not material to the Company as
of December 31, 2023.
Standards Issued Not Yet Adopted
In November 2023, the FASB issued guidance that seeks to improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. The amendment enhances interim
disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit
or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains
other disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2023. We are
currently evaluating the impact of this guidance on our financial statements and disclosures. The Company does not
expect such adoption to cause a material impact to the consolidated financial statements.
In December 2023, the FASB issued guidance that seeks to enhance income tax disclosures to provide information
to better assess how an entity's operations and related tax risks affect its tax rate and prospects for future cash flows.
Within the income tax rate reconciliation, the amendment requires disclosure of additional categories and greater
detail about individual reconciling items over a specified threshold. It also requires information pertaining to taxes
paid to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions over
a specified threshold. This guidance is effective for fiscal years beginning after December 15, 2024. We are
currently evaluating the impact of this guidance on our financial statements and disclosures, but we expect adoption
will cause a significant impact to our Income Taxes footnote disclosure.
Note 3: Revenue
Revenue Recognition
We recognize the majority of our revenue, primarily relating to Proprietary Products product sales, at a point in time,
following the transfer of control of our products to our customers, which typically occurs upon shipment or delivery,
depending on the terms of the related agreements.
We recognize revenue relating to our Contract-Manufactured Products product sales and certain Proprietary
Products product sales over time, as our performance does not create an asset with an alternative use to us and we
have an enforceable right to payment for performance completed to date.
We recognize revenue relating to our development and tooling agreements over time, as our performance creates or
enhances an asset that the customer controls as the asset is created or enhanced.
For revenue recognized over time, revenue is recognized by applying a method of measuring progress toward
complete satisfaction of the related performance obligation. When selecting the method for measuring progress, we
select the method that best depicts the transfer of control of goods or services promised to our customers.
53
Revenue for our Contract-Manufactured Products product sales, certain Proprietary Products product sales, and our
development and tooling agreements is recorded under an input method, which recognizes revenue on the basis of
our efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours
expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the
satisfaction of that performance obligation. The input method that we use is based on costs incurred.
The majority of the performance obligations within our contracts are satisfied within one year or less. Performance
obligations satisfied beyond one year include those relating to a nonrefundable customer payment of $20.0 million
received in June 2013 in return for the exclusive use of the SmartDose® technology platform within a specific
therapeutic area. As of December 31, 2023, there was $2.2 million of deferred income related to this payment, of
which $0.9 million was included in other current liabilities and $1.3 million was included in other long-term
liabilities. The deferred income is being recognized as income on a straight-line basis over the remaining term of the
agreement. The agreement does not include a future minimum purchase commitment from the customer.
Our revenue can be generated from contracts with multiple performance obligations. When a sales agreement
involves multiple performance obligations, each obligation is separately identified and the transaction price is
allocated based on the amount of consideration we expect to be entitled in exchange for transferring the promised
good or service to the customer.
Some customers receive pricing rebates upon attaining established sales volumes. We record rebate costs when sales
occur based on our assessment of the likelihood that the required volumes will be attained. We also maintain an
allowance for product returns, as we believe that we are able to reasonably estimate the amount of returns based on
our substantial historical experience and specific identification of customer claims.
The following table presents the approximate percentage of our net sales by market group:
Biologics
Generics
Pharma
Contract-Manufactured Products
2023
2022
2021
37%
20%
24%
19%
100%
41%
18%
24%
17%
100%
41%
17%
24%
18%
100%
The following table presents the approximate percentage of our net sales by product category:
High-Value Product Components
High-Value Product Delivery Devices
Standard Packaging
Contract-Manufactured Products
2023
2022
2021
50%
10%
21%
19%
100%
55%
5%
23%
17%
100%
54%
5%
23%
18%
100%
54
Due to the Company's reassessment of product categories, beginning in the second quarter of 2023, certain product
types have been moved from High-Value Product Components to High-Value Product Delivery Devices. No
adjustments were made to the product categorization prior to the second quarter of 2023.
The following table presents the approximate percentage of our net sales by geographic location:
Americas
Europe, Middle East, Africa
Asia Pacific
Contract Assets and Liabilities
2023
2022
2021
45%
46%
9%
100%
48%
43%
9%
100%
45%
45%
10%
100%
Contract assets and liabilities result from transactions with revenue primarily recorded over time. If the measure of
remaining rights exceeds the measure of the remaining performance obligations, we record a contract asset. Contract
assets are recorded on the consolidated balance sheet in accounts receivable, net, and other assets (current and
noncurrent portions, respectively). Contract assets included in accounts receivable, net, relate to the unbilled
amounts of our product sales for which we have recognized revenue over time. Contract assets included in other
assets represent the remaining performance obligations of our development and tooling agreements. Conversely, if
the measure of the remaining performance obligations exceeds the measure of the remaining rights, we record a
contract liability. Contract liabilities are recorded on the consolidated balance sheet within other liabilities (current
and noncurrent portions, respectively) and represent cash payments received in advance of our performance.
The following table summarizes our contract assets and liabilities, excluding amounts included in accounts
receivable, net:
Contract assets, December 31, 2022
Contract assets, December 31, 2023
Change in contract assets - increase (decrease)
Deferred income, December 31, 2022
Deferred income, December 31, 2023
Change in deferred income - decrease (increase)
($ in millions)
$
$
$
$
16.3
21.5
5.2
(68.2)
(53.9)
14.3
Contract assets are included within other current assets and deferred income is included within other current
liabilities and other long-term liabilities. The decrease in deferred income during 2023 was primarily due to the
recognition of current year revenue of $47.2 million and the recognition of $37.4 million of revenue that was
included in deferred income at the beginning of the year, partially offset by additional cash payments of
$72.6 million received in advance of satisfying future performance obligations.
55
Note 4: Net Income Per Share
The following table reconciles the shares used in the calculation of basic net income per share to those used for
diluted net income per share:
(in millions)
Net income
Weighted average common shares outstanding
Dilutive effect of equity awards, based on the treasury stock method
Weighted average shares assuming dilution
2023
2022
2021
$
593.4 $
585.9 $
661.8
74.3
1.0
75.3
74.4
1.4
75.8
74.4
1.9
76.3
During 2023, 2022 and 2021, there were 0.2 million, 0.2 million, and 0.0 million shares, respectively, from stock-
based compensation plans not included in the computation of diluted net income per share because their impact was
antidilutive.
In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up
to $1.0 billion in shares of common stock. The share repurchase program does not have an expiration date under
which we may repurchase common stock on the open market or in privately-negotiated transactions. The number of
shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market
conditions. During the three months ended December 31, 2023, we purchased 512,262 shares of our common stock
under the program at a cost of $177.0 million, or an average price of $345.56 per share. During the year ended
December 31, 2023, we purchased 1,265,661 shares of our common stock under the program at a cost of $438.3
million, or an average price of $346.34 per share.
In December 2021, our Board of Directors approved a share repurchase program for calendar-year 2022 authorizing
the repurchase of up to 650,000 shares of our common stock from time to time on the open market or in privately-
negotiated transactions. The number of shares to be repurchased and the timing of such transactions depended on a
variety of factors, including market conditions. This share repurchase program was completed by December 31,
2022. There were no shares purchased during the three months ended December 31, 2022 under the calendar-year
2022 program. During the year ended December 31, 2022, we purchased 563,334 shares of our common stock under
the calendar-year 2022 program at a cost of $202.8 million, or an average price of $360.03 per share.
Note 5: Property, Plant and Equipment
A summary of gross property, plant and equipment at December 31 is presented in the following table:
($ in millions)
Land
Buildings and improvements
Machinery and equipment
Molds and dies
Computer hardware and software
Construction in progress
Expected useful
lives (years)
15-35
5-12
4-7
3-10
2023
2022
$
$
33.7 $
771.5
1,136.5
164.5
216.6
415.2
2,738.0 $
29.0
663.6
1,039.7
154.5
193.9
305.9
2,386.6
Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $133.7 million, $116.9 million
and $116.9 million, respectively.
We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized
interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets. Capitalized
interest for the years ended December 31, 2023, 2022 and 2021 was $5.8 million, $3.7 million and $2.0 million,
respectively.
56
Note 6: Leases
As of December 31, 2023, we had operating leases primarily related to land, buildings, and machinery and
equipment, with lease terms through 2047. Certain of our operating leases provide us with an option, exercisable at
our sole discretion, to terminate the lease or extend the lease term for one year or more. At this time, the Company is
not able to assert whether any of these options will be exercised. We had no material finance leases as of
December 31, 2023. We had no finance leases as of December 31, 2022.
Judgments used in applying ASC 842 include determining: i) whether a contract is, or contains, a lease; ii) the
discount rate to be used to discount the unpaid lease payments to present value; iii) the lease term; and iv) the lease
payments. We determine if a contract is, or contains, a lease at contract inception. A lease exists when a contract
conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in
exchange for consideration. The definition of a lease embodies two conditions: 1) there is an identified asset in the
contract that is land or a depreciable asset (i.e., property, plant, and equipment); and 2) the customer has the right to
control the use of the identified asset.
ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that
rate cannot be readily determined, its incremental borrowing rate. As all of our operating leases do not provide an
implicit rate, we use our incremental borrowing rate based on the information available at commencement date in
determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we
would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
The lease term for all of our operating leases includes the noncancellable period of the lease plus any additional
periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain
to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included
in the measurement of the operating lease right-of-use assets and lease liabilities are comprised of fixed payments
(including in-substance fixed payments), variable payments that depend on an index or rate, and the exercise price of
a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise.
The components of lease expense were as follows:
($ in millions)
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease cost
2023
2022
2021
$
$
20.3 $
15.5 $
6.1
5.5
1.3
6.8
31.9 $
23.6 $
12.7
1.3
4.8
18.8
Supplemental information related to leases was as follows:
($ in millions)
2023
2022
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
19.1 $
13.3 $
12.1
Right-of-use assets obtained in exchange for new operating lease liabilities $
10.7 $
47.6 $
13.3
As of December 31, 2023 and December 31, 2022, the weighted average remaining lease term for operating leases
was 9.8 years and 9.3 years and the weighted average discount rate was 3.55% and 3.25%, respectively.
57
Maturities of lease liabilities as of December 31, 2023 were as follows:
($ in millions)
Year
2024
2025
2026
2027
2028
Thereafter
Less: imputed lease interest
Total lease liabilities
Practical Expedients and Exemptions
Operating
Leases
$
$
20.9
18.7
15.7
11.2
9.5
42.1
118.1
(15.9)
102.2
We have elected to adopt practical expedients around the combination of lease and non-lease components and the
portfolio approach relating to discount rates. These practical expedients were applied consistently to all leases.
We have elected not to recognize operating lease right-of-use assets and operating lease liabilities for all short-term
leases (leases with an initial lease term of 12 months or less). We recognize the lease payments associated with our
short-term leases as an expense over the lease term.
Note 7: Affiliated Companies
At December 31, 2023, the following affiliated companies were accounted for under the equity method:
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%
49%
Unremitted income of affiliated companies included in consolidated retained earnings amounted to $148.0 million,
$133.6 million and $115.6 million at December 31, 2023, 2022 and 2021, respectively. Dividends received from
affiliated companies were $3.4 million in 2023, $2.6 million in 2022 and $2.7 million in 2021.
Our equity in net unrealized gains of Daikyo’s investment securities and derivative instruments, as well as pension
adjustments, included in accumulated other comprehensive loss was $2.2 million, $1.6 million and $1.5 million at
December 31, 2023, 2022 and 2021, respectively.
Our purchases from, and royalty payments made to, affiliates totaled $142.5 million, $167.6 million and $155.0
million, respectively, in 2023, 2022 and 2021, of which $25.9 million and $31.2 million was due and payable as of
December 31, 2023 and 2022, respectively. The majority of these transactions related to a distributorship agreement
with Daikyo that allows us to purchase and re-sell Daikyo products. Sales to affiliates were $11.2 million, $14.2
million and $12.0 million, respectively, in 2023, 2022 and 2021, of which $1.6 million and $2.2 million was
receivable as of December 31, 2023 and 2022, respectively.
58
At December 31, 2023 and 2022, the aggregate carrying amount of our investment in affiliated companies that are
accounted for under the equity method was $203.2 million and $197.0 million, respectively, and the aggregate
carrying amount of our investment in affiliated companies that are not accounted for under the equity method was
$6.8 million and $7.9 million, respectively. We have elected to record these investments, for which fair value was
not readily determinable, at cost, less impairment, adjusted for subsequent observable price changes. We test these
investments for impairment whenever circumstances indicate that the carrying value of the investments may not be
recoverable.
Note 8: Goodwill and Intangible Assets
The changes in the carrying amount of goodwill by reportable segment were as follows:
($ in millions)
Balance, December 31, 2021
Foreign currency translation
Balance, December 31, 2022
Foreign currency translation
Balance, December 31, 2023
Proprietary
Products
Contract-
Manufactured
Products
Total
$
$
80.1 $
(2.2)
77.9
1.0
78.9 $
29.8 $
(0.4)
29.4
0.2
29.6 $
109.9
(2.6)
107.3
1.2
108.5
As of December 31, 2023, we had $0.1 million of accumulated goodwill impairment losses.
Intangible assets and accumulated amortization as of December 31 were as follows:
($ in millions)
Patents and licensing
Technology
Trademarks
Customer relationships
Customer contracts
2023
Accumulated
amortization
Cost
Net
Cost
2022
Accumulated
amortization
Net
$
$
24.8 $
3.3
1.2
39.5
8.0
76.8 $
(21.8) $
(2.5)
(1.2)
(29.0)
(7.2)
(61.7) $
3.0 $
0.8
—
10.5
0.8
15.1 $
24.5 $
3.3
1.9
39.6
10.9
80.2 $
(20.6) $
(2.2)
(1.8)
(27.2)
(10.0)
(61.8) $
3.9
1.1
0.1
12.4
0.9
18.4
The cost basis of intangible assets includes a foreign currency translation loss of $0.1 million and $0.9 million for
the years ended December 31, 2023 and 2022, respectively. Amortization expense for the years ended December 31,
2023, 2022 and 2021 was $3.6 million, $3.7 million and $5.4 million, respectively. Estimated annual amortization
expense for the next five years is as follows: 2024 - $3.9 million, 2025 - $3.1 million, 2026 - $2.7 million, 2027 -
$2.5 million and 2028 - $2.0 million.
59
Note 9: Other Current Liabilities
Other current liabilities as of December 31 included the following:
($ in millions)
Deferred income
Dividends payable
Accrued commissions, rebates and royalties
Accrued retirement plans (excluding pension)
Accrued taxes other than income
Accrued professional services
Accrued interest
Restructuring and severance related charges
Short term derivative instruments
International value added tax payable
Other
Total other current liabilities
Note 10: Debt
2023
2022
$
41.7 $
14.8
22.4
10.9
9.2
5.1
2.6
3.8
2.1
5.2
57.3
14.1
32.1
10.6
13.7
5.4
2.5
11.3
1.3
4.7
37.4
155.2 $
30.8
183.8
$
The following table summarizes our long-term debt obligations, net of unamortized debt issuance costs and current
maturities, at December 31.
($ in millions)
Term Loan, due December 31, 2024 (6.32%)
Series B notes, due July 5, 2024 (3.82%)
Series C notes, due July 5, 2027 (4.02%)
Less: unamortized debt issuance costs for Term Loan and Series notes
Total debt
Less: current portion of long-term debt
Long-term debt, net
2023
2022
$
81.0 $
53.0
73.0
207.0
0.2
206.8
134.0
$
72.8 $
83.2
53.0
73.0
209.2
0.3
208.9
2.2
206.7
60
Credit Facility
In March 2022, we amended and extended the existing credit facility (entered into in March 2019), which was
scheduled to expire in March 2024, from $300.0 million to a $500.0 million senior unsecured revolving credit
facility by entering into a Second Amendment and Joinder and Assumption Agreement (the "Amended Credit
Agreement"). The Amended Credit Agreement, which expires March 2027, contains a senior unsecured, multi-
currency revolving credit facility of $500.0 million, with sublimits of up to $50.0 million for swing line loans for
Domestic Borrowers in U.S. dollars and a $40.0 million swing line loan for West Pharmaceuticals Services Holding
GmbH and up to $50.0 million for the issuance of standby letters of credit. The credit facility may be increased from
time-to-time by the greater of (a) $929.0 million or (b) EBITDA for the preceding twelve month period in the
aggregate through an increase in the revolving credit facility, subject to the satisfaction of certain conditions.
Borrowings under the credit facility bear interest, at the Company’s option, at either: (a) the Term Secured
Overnight Financing Rate (“SOFR”) plus 0.10% plus an applicable margin; or (b) a base rate defined as the highest
of: (i) the Bank of America “prime rate”; (ii) the Federal Funds effective rate plus 0.50%; and (iii) Term SOFR plus
1.00%. The applicable margin is based on the ratio of the Company’s Net Consolidated Debt to its modified
EBITDA, ranging from 0 to 37.5 basis points for base rate loans and 87.5 to 137.5 basis points for Term SOFR
loans. The Amended Credit Agreement contains financial covenants providing that the Company shall not permit the
ratio of the Company’s Net Consolidated Debt to its Modified EBITDA to be greater than 3.5 to 1; provided that, no
more than three times during the term of the Amended Credit Agreement, upon the occurrence of a Qualified
Acquisition for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition,
the ratio set forth above shall be increased to 4.0 to 1. The Amended Credit Agreement also contains customary
limitations on liens securing indebtedness of the Company and its subsidiaries, fundamental changes (mergers,
consolidations, liquidations and dissolutions), asset sales, distributions and acquisitions. As of December 31, 2023
and 2022, total unamortized debt issuance costs of $1.0 million and $1.3 million, respectively, were recorded in
other current assets and other noncurrent assets and are being amortized as additional interest expense over the term
of the Credit Facility.
At December 31, 2023, we had no outstanding borrowings under the Credit Facility. At December 31, 2023, the
borrowing capacity available under the Credit Facility, including outstanding letters of credit of $2.4 million, was
$497.6 million.
Term Loan
In December 2019, we entered into a First Amendment and Incremental Facility Amendment (the “First
Amendment”) to the Credit Agreement. Pursuant to the First Amendment and the Credit Agreement, we established
the Term Loan in the amount of $90.0 million, which is due on December 31, 2024. Borrowings under the Term
Loan bear interest at the three-month Term SOFR plus 87.5 basis points. As of December 31, 2023 and 2022, there
were unamortized debt issuance costs remaining of $0.1 million and $0.1 million, respectively, which are being
amortized as additional interest expense over the term of the Term Loan.
At December 31, 2023, we had $81.0 million in borrowings under the Term Loan, of which $81.0 million was
classified as current. Please refer to Note 11, Derivative Financial Instruments, for a discussion of the foreign
currency hedge associated with the Term Loan.
Private Placement
In 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount
of the private placement issuance was divided into three tranches - $42.0 million 3.67% Series A Notes due July 5,
2022, $53.0 million 3.82% Series B Notes due July 5, 2024, and $73.0 million 4.02% Series C Notes due July 5,
2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The weighted average of the
coupon interest rates on the Notes outstanding as of December 31, 2023 is 3.94%. As of December 31, 2023 and
2022, there were unamortized debt issuance costs remaining of $0.1 million and $0.2 million, respectively, which
are being amortized as additional interest expense over the term of the Notes.
61
Covenants
Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage
ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants,
none of which we consider restrictive to our operations. At December 31, 2023, we were in compliance with all of
our debt covenants.
Interest costs incurred during 2023, 2022 and 2021 were $14.8 million, $11.6 million and $10.2 million,
respectively. The aggregate annual maturities of long-term debt, excluding unamortized debt issuance costs, are as
follows: $134.0 million in 2024, 2025 - $0.0 million, 2026 - $0.0 million, 2027 - $73.0 million, 2028 - $0.0 million,
and thereafter - $0.0 million.
Note 11: Derivative Financial Instruments
Our ongoing business operations expose us to various risks, such as fluctuating interest rates, foreign currency
exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative
financial instruments, such as interest rate swaps, options and foreign exchange contracts for periods consistent with,
and for notional amounts equal to or less than, the related underlying exposures. We do not purchase or hold any
derivative financial instruments for investment or trading purposes. All derivatives are recorded in our consolidated
balance sheet at fair value.
Foreign Currency Exchange Rate Risk
We have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to
fluctuating foreign exchange rates on cross-currency intercompany loans. As of both December 31, 2023 and
December 31, 2022, the total amount of these forward exchange contracts was Singapore Dollar ("SGD") 601.5
million and $13.4 million. We have also entered into forward exchange contracts, designated as fair value hedges, to
manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany demand notes which
were executed in June 2023. As of December 31, 2023, the total amount of these forward exchange contracts was
Euro ("EUR") 278.6 million and SGD 94.0 million.
In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of
up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions
denominated in foreign currencies. As of December 31, 2023, we had outstanding foreign currency contracts to
purchase and sell certain pairs of currencies, as follows:
(in millions)
Currency
EUR
Yen
SGD
Sell
Purchase
USD
EUR
19.8
6,065.2
41.6
21.6
30.7
13.9
—
13.2
15.8
In November and December 2019, in conjunction with the repayment of the outstanding long-term borrowings under
our Credit Facility denominated in Euro and Japanese Yen, we de-designated these borrowings as hedges of our net
investments in certain European subsidiaries and Daikyo. The amounts recorded as cumulative translation
adjustments within accumulated other comprehensive loss related to these borrowings (prior to de-designation) will
remain in accumulated other comprehensive loss indefinitely, unless certain future events occur, such as the
disposition of the operations for which the net investment hedges relate.
62
In December 2019, we entered into a five-year floating-to-floating forward-starting cross-currency swap (the “cross-
currency swap”) for $90 million, which we designated as a hedge of our net investment in Daikyo. The notional
amount of the cross-currency swap is ¥8.9 billion ($81.0 million) as of December 31, 2023. Under the cross-
currency swap, we receive floating interest rate payments based on USD compounded SOFR plus a margin, in return
for paying floating interest rate payments based on Japanese Yen ("Yen") Tokyo Overnight Average Rate
("TONAR") plus a margin. In addition, we receive periodic fixed payments of USD in return for paying fixed
principal payments of Yen.
Commodity Price Risk
Many of our proprietary products are made from synthetic elastomers, which are derived from the petroleum
refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain
clauses that provide for surcharges related to fluctuations in crude oil prices. The following economic hedges did not
qualify for hedge accounting treatment since they did not meet the highly effective requirement at inception.
From November 2017 through December 2023, we purchased several series of call options for a total of 995,426
barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with
regard to a portion of our forecasted elastomer purchases.
As of December 31, 2023, we had outstanding contracts to purchase 206,316 barrels of crude oil from December
2023 to June 2025, at a weighted-average strike price of $88.78 per barrel.
Effects of Derivative Instruments on Financial Position and Results of Operations
Please refer to Note 12, Fair Value Measurements, for the balance sheet location and fair values of our derivative
instruments as of December 31, 2023 and 2022.
The following table summarizes the effects of derivative instruments designated as fair value hedges in our
consolidated statements of income for the years ended December 31:
($ in millions)
Fair Value Hedges:
Hedged item (intercompany loan) $
Derivative designated as hedging
instrument
Amount excluded from
effectiveness testing
Total
$
Amount of Gain (Loss) Recognized in
Income
Location on Statement of
Income
2023
2022
2021
(0.3) $
(28.3) $
(22.1) Other expense (income)
0.3
28.3
22.1 Other expense (income)
(1.4)
(1.4) $
5.2
5.2 $
3.0 Other expense (income)
3.0
We recognize in earnings the initial value of forward point components on a straight-line basis over the life of the
fair value hedge. The expense recognized in earnings, pre-tax, for forward point components for the year ended
December 31, 2023 was $0.2 million. The income recognized in earnings, pre-tax, for forward point components for
the years ended December 31, 2022 and 2021 was $4.0 million and $2.6 million, respectively. We expect to
recognize a loss of $2.5 million in earnings, pre-tax, for forward point components in 2024.
63
The following tables summarize the effects of derivative instruments designated as fair value, cash flow, and net
investment hedges on OCI and earnings, net of tax, for the years ended December 31:
Amount of Gain (Loss) Recognized in
OCI
2023
2022
2021
$
$
$
$
$
$
(2.0) $
(2.0) $
1.3 $
1.3 $
0.6
0.6
(0.8) $
0.3 $
(0.2)
(4.0)
—
(1.1)
—
(4.8) $
(0.8) $
8.6 $
8.6 $
9.1 $
9.1 $
(1.8)
—
(2.0)
7.7
7.7
($ in millions)
Fair Value Hedges:
Foreign currency hedge contracts
Total
Cash Flow Hedges:
Foreign currency hedge contracts (hedges of net sales)
Foreign currency hedge contracts (hedges of cost of goods and
services sold)
Forward treasury locks
Total
Net Investment Hedges:
Cross-currency swap
Total
($ in millions)
Fair Value Hedges:
Foreign currency hedge contracts
Total
Cash Flow Hedges:
Amount of (Gain) Loss Reclassified from
Accumulated OCI into Income
2023
2022
2021
Location of (Gain) Loss
Reclassified from
Accumulated OCI into
Income
$
$
2.9 $
2.9 $
(1.6) $
(1.6) $
(0.8) Other expense (income)
(0.8)
Foreign currency hedge contracts
$
1.3 $
(1.2) $
0.9 Net sales
Foreign currency hedge contracts
Forward treasury locks
2.2
0.2
3.5
0.2
1.7 Cost of goods and services sold
0.3
Interest expense
Total
Net Investment Hedges:
Cross-currency swap
Total
$
$
3.7 $
2.5 $
2.9
—
— $
—
— $
— Other expense (income)
—
64
Refer to the above table which summarizes the effects of derivative instruments designated as fair value hedges
within the other expense (income) line in our consolidated statements of income for the years ended December 31.
The following table summarizes the effects of derivative instruments designated as cash flow and net investment
hedges by line item in our consolidated statements of income for the years ended December 31:
($ in millions)
Net sales
Cost of goods and services sold
Interest expense
2023
2022
2021
$
1.3 $
(1.2) $
2.2
0.2
3.5
0.2
0.9
1.7
0.3
The following table summarizes the effects of derivative instruments not designated as hedges in our consolidated
statements of income for the years ended December 31:
Amount of Gain (Loss) Recognized in
Income
Location on Statement of
Income
($ in millions)
Commodity call options
Currency forwards
Total
2023
2022
2021
$
$
(1.3) $
0.1
(1.2) $
1.5 $
0.0
1.5 $
1.7 Other expense (income)
0.0 Other expense (income)
1.7
During 2023, 2022 and 2021 there was no material ineffectiveness related to our hedges.
65
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:
Deferred compensation assets
Foreign currency contracts
Cross-currency swap
Commodity call options
Liabilities:
Contingent consideration
Deferred compensation liabilities
Foreign currency contracts
($ in millions)
Assets:
Deferred compensation assets
Foreign currency contracts
Cross-currency swap
Commodity call options
Liabilities:
Contingent consideration
Deferred compensation liabilities
Foreign currency contracts
Balance at
December 31,
2023
Basis of Fair Value Measurements
Level 1
Level 2
Level 3
$
10.2 $
10.2 $
— $
5.0
18.4
0.6
—
—
—
5.0
18.4
0.6
34.2 $
10.2 $
24.0 $
3.6 $
— $
— $
10.4
2.2
10.4
—
—
2.2
16.2 $
10.4 $
2.2 $
$
$
$
Balance at
December 31,
2022
Basis of Fair Value Measurements
Level 1
Level 2
Level 3
$
12.5 $
12.5 $
— $
4.5
13.9
1.2
—
—
—
4.5
13.9
1.2
32.1 $
12.5 $
19.6 $
4.7 $
— $
— $
12.7
1.4
12.7
—
—
1.4
18.8 $
12.7 $
1.4 $
$
$
$
—
—
—
—
—
3.6
—
—
3.6
—
—
—
—
—
4.7
—
—
4.7
66
Deferred compensation assets are included within other noncurrent assets and are valued using a market approach
based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within
other current and other noncurrent assets, as well as other current and other long-term liabilities, is valued using an
income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value
of our commodity call options, included within other current and other noncurrent assets, is valued using a market
approach. The fair value of the contingent consideration liability, within current and long-term liabilities, related to
the SmartDose® technology platform (the “SmartDose® contingent consideration”) was initially determined using a
probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances
dictate. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’
investment selections and is included within other long-term liabilities. The fair value of the cross-currency swap,
included within other current assets as of December 31, 2023 and other non-current assets as of December 31, 2022,
is valued using a market approach. Please refer to Note 11, Derivative Financial Instruments, for further discussion
of our derivatives.
Other Financial Instruments
We believe that the carrying amounts of our cash and cash equivalents and accounts receivable approximate their
fair values due to their near-term maturities.
The estimated fair value of long-term debt is based on quoted market prices for debt issuances with similar terms
and maturities and is classified as Level 2 within the fair value hierarchy. At December 31, 2023, the estimated fair
value of long-term debt was $70.8 million compared to a carrying amount of $72.8 million. At December 31, 2022,
the estimated fair value of long-term debt was $201.8 million and the carrying amount was $206.7 million.
67
Note 13: Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss, net of tax:
Derivatives
Equity affiliate
investment AOCI
Defined benefit
pension and other
postretirement plans
Foreign
currency
translation
Total
$
(1.9) $
0.6 $
(40.5) $
(68.8) $ (110.6)
($ in millions)
Balance, December 31, 2020
Other comprehensive income
(loss) before reclassifications
Amounts reclassified out
Other comprehensive income
(loss), net of tax
Balance, December 31, 2021
Other comprehensive (loss)
income before reclassifications
Amounts reclassified out
Other comprehensive (loss)
income, net of tax
Balance, December 31, 2022
Other comprehensive income
(loss) before reclassifications
Amounts reclassified out
Other comprehensive income
(loss), net of tax
Balance, December 31, 2023
$
(1.4)
2.1
0.7
(1.2)
0.5
0.9
1.4
0.2
(6.8)
6.6
(0.2)
— $
0.9
—
0.9
1.5
0.1
—
0.1
1.6
0.7
—
0.7
7.4
1.3
8.7
(59.3)
(52.4)
—
3.4
(59.3)
(49.0)
(31.8)
(128.1)
(159.6)
(9.3)
(47.3)
(56.0)
31.7
—
32.6
22.4
(9.4)
(47.3)
(175.4)
(23.4)
(183.0)
0.8
(1.5)
39.4
—
34.1
5.1
(0.7)
39.4
39.2
2.3 $
(10.1) $
(136.0) $ (143.8)
A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table
($ in millions):
Detail of components
2023
2022
2021
Location on Statement of
Income
Gains (losses) on derivatives:
Foreign currency contracts
$
(1.5) $
1.4 $
(1.1) Net sales
(4.1)
(2.4) Cost of goods and services sold
Foreign currency contracts
Foreign currency contracts
Forward treasury locks
Total before tax
Tax benefit (expense)
(3.1)
(4.2)
(0.3)
(9.1)
2.5
2.4
(0.3)
(0.6)
(0.3)
Net of tax
Amortization of defined benefit
pension and other postretirement plans:
$
(6.6) $
(0.9) $
Prior service credit
Actuarial gains (losses)
Settlements
Other
Total before tax
Tax (expense) benefit
$
— $
— $
1.7
0.6
(0.1)
(52.2)
0.4
2.0
(0.4)
(52.0)
(0.5)
20.3
1.5 $
(31.7) $
Net of tax
Total reclassifications for the period,
net of tax
$
$
(5.1) $
(32.6) $
(3.4)
1.2 Other expense (income)
(0.4) Interest expense
(2.7)
0.6
(2.1)
0.3
(a)
(0.2) (a)
(1.8) (a)
—
(a)
(1.7)
0.4
(1.3)
(a) These components are included in the computation of net periodic benefit cost. Please refer to Note 15, Benefit
Plans, for additional details.
68
Note 14: Stock-Based Compensation
The West Pharmaceutical Services, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”) provides for
the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to
employees and non-employee directors. A committee of the Board of Directors determines the terms and conditions
of awards to be granted. Vesting requirements vary by award. At December 31, 2023, there were 1,434,547 shares
remaining in the 2016 Plan for future grants.
Stock options and stock appreciation rights reduce the number of shares available by one share for each award
granted. All other awards under the 2016 Plan will reduce the total number of shares available for grant by an
amount equal to 2.5 times the number of shares awarded. If awards made under previous plans would entitle a plan
participant to an amount of West stock in excess of the target amount, the additional shares (up to a maximum
threshold amount) will be distributed under the 2016 Plan.
The following table summarizes our stock-based compensation expense recorded within selling, general and
administrative expenses for the years ended December 31:
($ in millions)
Stock option and appreciation rights
Performance share units, stock-settled
Performance share units, cash-settled
Performance share units, dividend equivalents
Employee stock purchase plan
Deferred compensation plans and restricted share awards
Total stock-based compensation expense
$
$
2023
2022
2021
11.3 $
5.5
0.3
0.1
1.3
4.8
23.3 $
5.6 $
15.6
(0.1)
0.1
1.3
1.2
23.7 $
12.5
17.6
1.0
0.2
1.4
4.8
37.5
The Company estimates expected forfeitures. The amount of unrecognized compensation expense for all non-vested
awards as of December 31, 2023 was $28.2 million, which is expected to be recognized over a weighted average
period of 1.6 years.
Stock Options
Stock options granted to employees vest in equal increments. All awards expire 10 years from the date of grant.
Upon the exercise of stock options, shares are issued in exchange for the exercise price of the options.
69
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 vested and expected to vest, December 31
Options vested and exercisable, December 31
Weighted Average Exercise Price
Options outstanding, January 1
Granted
Exercised
Forfeited
Options outstanding, December 31
Options vested and expected to vest, December 31
Options vested and exercisable, December 31
$
$
$
$
2023
2023
1.9
0.1
(0.6)
0.0
1.4
1.4
1.1
118.72
306.97
80.18
289.70
145.40
143.46
105.08
As of December 31, 2023, the weighted average remaining contractual life of options outstanding and of options
exercisable was 4.7 years and 3.8 years, respectively.
As of December 31, 2023, the aggregate intrinsic value of total options outstanding was $296.0 million, of which
$276.9 million represented vested options.
The fair value of the options was estimated on the date of grant using a Black-Scholes option valuation model that
used the following weighted average assumptions in 2023, 2022 and 2021: a risk-free interest rate of 4.1%, 1.8%,
and 0.8%, respectively; stock volatility of 29.8%, 25.1%, and 23.9%, respectively; and dividend yields of 0.3%,
0.2%, and 0.3%, respectively. Stock volatility is estimated based on historical data and the impact from expected
future trends. Expected lives, which are based on prior experience, averaged 5.7 years for 2023 and 5.6 years for
2022 and 2021. The weighted average grant date fair value of options granted in 2023, 2022 and 2021 was $108.95,
$96.43 and $64.51, respectively. Stock option expense is recognized over the vesting period, net of forfeitures.
For the years ended December 31, 2023, 2022 and 2021, the intrinsic value of options exercised was $151.0 million,
$60.1 million and $147.3 million, respectively. The grant date fair value of options vested during those same periods
was $8.6 million, $8.8 million and $8.3 million, respectively.
Stock Appreciation Rights
Stock appreciation rights (“SARs”) granted to eligible international employees vest in equal annual increments over
4 years of continuous service. All awards expire 10 years from the date of grant. The fair value of each cash-settled
SAR is adjusted at the end of each reporting period, with the resulting change reflected in expense. As of
December 31, 2023, SARs outstanding were 15,407, all of which were cash-settled. Upon exercise of a cash-settled
SAR, the employee receives cash for the difference between the grant date price and the fair market value of the
Company’s stock on the date of exercise. As a result of the cash settlement feature, cash-settled SARs are recorded
within other long-term liabilities.
70
The following table summarizes changes in outstanding SARs:
SARs outstanding, January 1
Granted
Exercised
Forfeited
SARs outstanding, December 31
SARs vested and expected to vest, December 31
SARs vested and exercisable, December 31
Weighted Average Exercise Price
SARs outstanding, January 1
Granted
Exercised
Forfeited
SARs outstanding, December 31
SARs vested and expected to vest, December 31
SARs vested and exercisable, December 31
Performance Awards
2023
2023
20,402
228
(4,646)
(577)
15,407
15,407
14,355
97.28
306.68
67.89
287.26
102.12
102.12
89.44
$
$
$
$
In addition to stock options and SAR awards, we grant performance share unit (“PSU”) awards to eligible
employees. These awards are earned based on the Company’s performance against pre-established targets, including
annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the
achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares
of common stock, whereas recipients of cash-settled PSU awards are entitled to receive a payment in cash per unit
based on the fair market value of a share of our common stock at the end of the performance period.
The following table summarizes changes in our outstanding stock-settled PSU awards:
Non-vested stock-settled PSU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested stock-settled PSU awards, December 31
Weighted Average Fair Value
Non-vested stock-settled PSU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested stock-settled PSU awards, December 31
$
$
71
2023
2023
112,553
37,736
47,154
(93,902)
(5,100)
98,441
278.38
306.97
181.31
306.68
317.85
334.03
Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of
stock-settled PSU awards is based on the market price of our stock at the grant date and is recognized as expense
over the performance period, adjusted for estimated target outcomes and net of forfeitures. The weighted average
grant date fair value of stock-settled PSU awards granted during the years 2023, 2022 and 2021 was $306.97,
$362.40 and $333.58, respectively. Including forfeiture and target achievement expectations, we expect that the
stock-settled PSU awards will convert to 36,080 shares to be issued over an average remaining term of one year.
The fair value of cash-settled PSU awards is also based on the market price of our stock at the grant date. These
awards are revalued at the end of each quarter based on changes in our stock price. As a result of the cash settlement
feature, cash-settled PSU awards are recorded within other long-term liabilities.
The following table summarizes changes in our outstanding cash-settled PSU awards:
Non-vested cash-settled PSU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested cash-settled PSU awards, December 31
Weighted Average Fair Value
Non-vested cash-settled PSU awards, January 1
Granted at target level
Adjustments above/(below) target
Vested and converted
Forfeited
Non-vested cash-settled PSU awards, December 31
Employee Stock Purchase Plan
2023
2023
890
82
591
(1,181)
(178)
204
242.29
306.68
191.43
306.68
310.52
355.74
$
$
We also offer an Employee Stock Purchase Plan (“ESPP”), which provides for the sale of our common stock to
eligible employees at 85% of the current market price on the last trading day of each quarterly offering period.
Payroll deductions are limited to 25% of the employee’s base salary, not to exceed $25,000 in any one calendar year.
In addition, employees may not buy more than 2,000 shares during any offering period (8,000 shares per year).
Purchases under the ESPP were 23,955 shares, 27,894 shares and 27,016 shares for the years 2023, 2022 and 2021,
respectively. At December 31, 2023, there were 3,714,353 shares available for issuance under the ESPP.
Deferred Compensation Plans and Restricted Share Awards
Our deferred compensation plans include a Non-Qualified Deferred Compensation Plan for Non-Employee
Directors, under which non-employee directors may defer all or part of their annual cash or stock retainers. The
deferred fees may be credited to a stock-equivalent account. Amounts credited to this account are converted into
deferred stock units based on the fair market value of one share of our common stock on the last day of the quarter.
For deferred stock units ultimately paid in cash, a liability is calculated at an amount determined by multiplying the
number of units by the fair market value of our common stock at the end of each reporting period. In addition,
annual stock awards are granted on the date of our annual meeting and are distributed in shares of common stock at
the next annual meeting, unless deferred. In 2023, we granted 6,160 deferred stock awards, with a weighted grant
date fair value of $357.00. In 2022, we granted 4,827 deferred stock awards, with a grant date fair value of $300.78.
72
As of December 31, 2023, the two deferred compensation plans held a total of 352,541 deferred stock units,
including 8,931 units to be paid in cash.
In addition, during 2023, we granted 8,343 restricted share awards at a weighted grant-date fair value of $314.06 per
share to employees under the 2016 Plan. During 2022, we granted 9,648 restricted share awards at a weighted grant-
date fair value of $310.52 per share to employees under the 2016 Plan. During 2021, we granted 6,002 restricted
share awards at a weighted grant-date fair value of $312.41 per share to employees under the 2016 Plan. The fair
value of these awards is based on the market price of our stock at the grant date and is recognized as expense over
the vesting period.
Note 15: Benefit Plans
Certain of our U.S. and international subsidiaries sponsor defined benefit pension plans. In addition, we pay a
portion of healthcare costs for retired U.S. salaried employees and their dependents. We also sponsor a defined
contribution plan for certain salaried and hourly U.S. employees. Our 401(k) plan contributions were $22.7 million
for 2023, $22.8 million for 2022 and $19.5 million for 2021.
Pension and Other Retirement Benefits
The components of net periodic benefit cost and other amounts recognized in OCI were as follows:
($ in millions)
Net periodic benefit cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service credit
Amortization of actuarial loss (gain)
Settlement loss
Other
Net periodic benefit cost
Other changes in plan assets and benefit
obligations recognized in OCI, pre-tax:
Net (gain) loss arising during period
Prior service credit arising during period
Amortization of prior service credit
Amortization of actuarial (loss) gain
Settlement loss
Foreign currency translation
Other
Total recognized in OCI
Total recognized in net periodic benefit cost and
OCI
$
$
Pension benefits
2022
2021
2023
Other retirement benefits
2021
2022
2023
$
$
1.5 $
4.2
(6.1)
—
1.3
52.2
1.0
1.1 $
2.4
(1.2)
—
0.6
0.1
0.3
3.3 $ 54.1 $
1.6 $ — $ — $ —
0.2
6.2
—
(11.9)
(0.4)
0.1
(1.6)
1.8
—
1.8
—
—
(1.8)
(0.4) $
0.2
—
—
(2.0)
—
0.4
(1.4) $
0.2
—
—
(1.9)
—
0.4
(1.3) $
$
(1.4) $ 16.0 $
—
—
(0.3)
(0.1)
0.7
—
—
(1.3)
(52.2)
(2.3)
(6.3) $
(2.0)
(0.1)
(1.8)
(1.8)
(0.9)
—
0.4
(0.7) $ (39.8) $ (12.9) $
—
(0.5) $
—
—
2.0
—
—
—
1.5 $
(2.0) $
—
—
1.9
—
—
(0.4)
(0.5) $
(0.9)
—
0.4
1.6
—
—
—
1.1
2.6 $ 14.3 $ (13.3) $
0.1 $
(1.8) $
(0.7)
73
Net periodic benefit cost by geographic location is as follows:
($ in millions)
U.S. plans
International plans
Net periodic benefit cost
Pension benefits
Other retirement benefits
2023
2022
2021
2023
2022
2021
$
0.8 $ 51.7 $
(2.3) $
(1.4) $
(1.3) $
(1.8)
2.5
2.4
1.9
—
—
—
$
3.3 $ 54.1 $
(0.4) $
(1.4) $
(1.3) $
(1.8)
The service cost component included within net periodic benefit cost is considered employee compensation and is
therefore presented within the selling, general, and administrative and costs of goods and services sold financial
statement line items of our consolidated statements of income. The remaining components of net periodic benefit
cost are reported separately and are therefore presented within the other nonoperating (income) expense financial
statement line item of our consolidated statements of income.
During 2021, the Company approved the termination of our U.S. qualified defined benefit pension plan (the "U.S.
pension plan"). During 2021, a Notice of Intent to Terminate was sent to all interested parties and in 2022 a
favorable determination letter was received from the Internal Revenue Service. During 2022, lump sum payments
were offered to all current employees and former employees with vested benefits under the U.S. pension plan. A
cash contribution of $7.1 million was made by the Company to ensure the U.S. pension plan was fully funded in
preparation for the group annuity contract purchase which was executed in August of 2022 to settle the outstanding
benefit obligations, as well as to cover any ancillary benefits and expenses remaining. During 2022, we recorded a
$52.2 million pension settlement charge within other nonoperating (income) expense, which primarily related to the
full settlement and relief of the historical balance sheet position, inclusive of accumulated other comprehensive
income, of the U.S. pension plan. During 2021,we recorded a $1.8 million pension settlement charge within other
nonoperating (income) expense, as we determined that normal-course lump-sum payments for the U.S. pension plan
exceeded the threshold for settlement accounting under U.S. GAAP for the year.
During 2023, we did not contribute to our U.S. pension plan due to the termination of the plan in 2022. During 2022,
we contributed $7.1 million to our U.S. pension plan. During 2021, we did not contribute to our U.S. pension plan.
74
The following table presents the changes in the benefit obligation and the fair value of plan assets, as well as the
funded status of the plans:
($ in millions)
Change in benefit obligation:
Benefit obligation, January 1
Service cost
Interest cost
Participants’ contributions
Actuarial gain (loss)
Benefits paid
Settlement loss
Foreign currency translation
Benefit obligation, December 31
Change in plan assets:
Fair value of assets, January 1
Actual return on plan assets
Employer contribution
Participants’ contributions
Benefits paid
Settlement loss
Foreign currency translation
Fair value of assets, December 31
Funded status at end of year
Pension benefits
Other retirement benefits
2023
2022
2023
2022
$
$
$
$
$
(55.5) $
(1.1)
(2.4)
(0.2)
0.7
2.5
0.5
(2.0)
(57.5) $
29.4 $
2.4
1.1
0.2
(1.8)
(0.5)
1.5
32.3 $
(269.8) $
(1.5)
(4.2)
(0.4)
33.0
6.9
174.4
6.1
(55.5) $
249.2 $
(42.4)
8.4
0.4
(7.2)
(174.4)
(4.6)
29.4 $
(3.9) $
—
(0.2)
(0.4)
0.5
0.3
—
—
(3.7) $
— $
—
(0.1)
0.4
(0.3)
—
—
— $
(5.6)
—
(0.2)
(0.4)
2.0
0.3
—
—
(3.9)
—
—
(0.1)
0.4
(0.3)
—
—
—
(25.2) $
(26.1) $
(3.7) $
(3.9)
International pension plan assets, at fair value, included in the preceding table were $32.3 million and $29.4 million
at December 31, 2023 and 2022, respectively.
Amounts recognized in the balance sheet were as follows:
($ in millions)
Noncurrent assets
Current liabilities
Noncurrent liabilities
Pension benefits
Other retirement benefits
2023
2022
2023
2022
$
$
2.7 $
(1.4)
(26.5)
(25.2) $
0.3 $
(1.5)
(24.9)
(26.1) $
— $
(0.6)
(3.1)
(3.7) $
—
(0.6)
(3.3)
(3.9)
The amounts in accumulated other comprehensive loss, pre-tax, consisted of:
($ in millions)
Net actuarial loss (gain)
Prior service cost (credit)
Total
Pension benefits
Other retirement benefits
2023
2022
2023
2022
$
$
15.8 $
(1.1)
14.7 $
16.7 $
(1.1)
15.6 $
(3.6) $
—
(3.6) $
(5.2)
—
(5.2)
75
The accumulated benefit obligation for all defined benefit pension plans was $53.7 million and $52.4 million at
December 31, 2023 and 2022, respectively, including $47.7 million and $46.0 million, respectively, for international
pension plans.
As of December 31, 2023 and December 31, 2022, our United Kingdom qualified defined benefit pension plan had
plan assets in excess of its obligations. As of December 31, 2023 and December 31, 2022, our other defined benefit
pension plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets.
Benefit payments expected to be paid under our defined benefit pension and other retirement benefit plans in the
next ten years are as follows. The expected benefit payments listed correspond to regular ongoing benefit payments
expected to be made by the plans during future years.
($ in millions)
2024
2025
2026
2027
2028
2029 to 2033
Domestic
International
Total
$
$
1.4 $
1.3
1.1
1.0
1.0
3.8
9.6 $
2.5 $
2.5
3.2
3.8
3.2
17.4
32.6 $
3.9
3.8
4.3
4.8
4.2
21.2
42.2
In 2024, we expect to contribute $0.6 million to pension plans, all of which is in the U.S. In addition, we expect to
contribute $0.5 million for other retirement benefits in 2024. We periodically consider additional, voluntary
contributions depending on the investment returns generated by pension plan assets, changes in benefit obligation
projections and other factors.
Weighted average assumptions used to determine net periodic benefit cost were as follows:
Discount rate
Rate of compensation increase
Expected long-term rate of return
on assets
Pension benefits
2022
2023
4.35%
3.09%
2.48%
2.79%
2021
2.29%
2.41%
Other retirement benefits
2022
2021
2023
5.55%
—
2.75%
—
2.30%
—
4.22%
4.14%
4.93%
—
—
—
Weighted average assumptions used to determine the benefit obligations were as follows:
Discount rate
Rate of compensation increase
Pension benefits
2022
2023
Other retirement
benefits
2023
2022
3.95%
3.08%
4.35%
3.09%
5.20%
—
5.55%
—
The discount rate used to determine the benefit obligations for U.S. pension plans was 5.20% and 5.55% as of
December 31, 2023 and 2022, respectively. The weighted average discount rate used to determine the benefit
obligations for all international plans was 3.80% and 4.20% as of December 31, 2023 and 2022, respectively. The
weighted average rate of compensation increase for all international plans was 3.08% for 2023 and 3.09% for 2022,
while there was no rate increase for the U.S. plans since they are frozen. Other retirement benefits were only
available to U.S. employees. The expected long-term rate of return for U.S. plans was not applicable for 2023,
3.70% for 2022 and 5.10% for 2021.
The assumed healthcare cost trend rate used to determine benefit obligations and net periodic benefit cost was 6.75%
for all participants in 2023, decreasing to 5.00% by 2030.
76
The defined pension plan benefit obligation increased for the year ended December 31, 2023 primarily due to a
decrease in the discount rate used to calculate the obligation. The net actuarial losses will be impacted in future
periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual demographic
experience, and certain other factors. The other retirement plan benefit obligation decreased due to actuarial gains
and benefit payments during the period.
The Company has cash balance plans and other plans with promised interest crediting rates. For these plans, the
interest crediting rates are set in line with plan rules or country legislation and do not change with market conditions.
The weighted average interest crediting rating used to determine net periodic benefit cost by geographic location for
our pension plans, at December 31, were as follows:
U.S. plans
International plans
2023
2022
2021
4.00%
1.13%
3.31%
1.75%
3.31%
0.67%
The weighted average asset allocations by asset category for our pension plans, at December 31, were as follows:
Equity securities
Debt securities
Other
2023
2022
16%
80%
4%
100%
28%
68%
4%
100%
Diversification across and within asset classes is the primary means by which we mitigate risk. We maintain
guidelines for all asset and sub-asset categories in order to avoid excessive investment concentrations. Fund assets
are monitored on a regular basis. If at any time the fund asset allocation is not within the acceptable allocation range,
funds will be reallocated. We also review the fund on a regular basis to ensure that the investment returns received
are consistent with the short-term and long-term goals of the fund and with comparable market returns. We are
prohibited from pledging fund securities and from investing pension fund assets in our own stock, securities on
margin or derivative securities.
The following are the target asset allocations and acceptable allocation ranges across:
Equity securities
Debt securities
Other
Target
allocation
19%
79%
2%
Allocation
range
15% - 20%
75% - 85%
2% - 5%
77
The following tables present the fair value of our pension plan assets, utilizing the fair value hierarchy discussed in
Note 12, Fair Value Measurements. In accordance with U.S. GAAP, certain pension plan assets measured at net
asset value (“NAV”) have not been classified in the fair value hierarchy.
Balance at
December 31,
2023
Basis of Fair Value Measurements
Level 2
Level 1
Level 3
$
0.6 $
0.6 $
— $
5.3
—
5.3
($ in millions)
Cash
Equity securities:
International mutual funds
Fixed income securities:
International mutual funds
Other mutual funds
Pension plan assets in the fair value hierarchy
Pension plan assets measured at NAV
Pension plan assets at fair value
$
$
—
—
0.6 $
25.9
0.5
31.7 $
25.9
0.5
32.3 $
—
32.3
($ in millions)
Cash
Equity securities:
International mutual funds
Fixed income securities:
International mutual funds
Other mutual funds
Pension plan assets in the fair value hierarchy
Pension plan assets measured at NAV
Pension plan assets at fair value
$
$
Note 16: Other Expense (Income)
Other expense (income) consisted of:
($ in millions)
Restructuring and related charges:
Severance and benefits
Asset-related charges
Other charges
Total restructuring and related charges
Loss on disposal of plant
Asset impairments
Foreign exchange transaction losses (gains)
Contingent consideration
Loss (gain) on oil hedges
Other items
Balance at
December 31,
2022
Basis of Fair Value Measurements
Level 2
Level 1
Level 3
$
0.7 $
0.7 $
— $
8.2
—
8.2
—
—
0.7 $
20.4
0.1
28.7 $
20.4
0.1
29.4 $
—
29.4
2023
2022
2021
$
$
(2.8) $
—
—
(2.8) $
11.6
9.6
9.4
2.3
1.3
—
8.7 $
15.3
(0.2)
23.8 $
—
6.2
(4.1)
3.0
(1.5)
(0.6)
Total other expense (income)
$
31.4 $
26.8 $
78
—
—
—
—
—
—
—
—
—
—
0.6
—
1.6
2.2
—
5.6
(1.4)
1.5
(1.7)
1.7
7.9
Restructuring and Related Charges
In December 2022, the Company approved a restructuring plan to adjust our operating cost base to better respond to
the macroeconomic factors influencing our business. These changes are expected to be implemented over a period of
up to twenty-four months from the date of the approval. The plan is expected to require restructuring and related
charges of approximately $22 million to $24 million, with annualized savings in the range of $22 million to
$24 million. The following table presents activity related to our restructuring obligations related to our 2022
restructuring plan:
($ in millions)
Balance, December 31, 2022
(Credits) charges
Cash payments
Non-cash asset write downs
Balance, December 31, 2023
Loss on Disposal of Plant
Severance and
benefits
Other charges
Total
$
$
10.1 $
(2.6)
(4.5)
—
3.0 $
15.3 $
—
—
(15.3)
— $
25.4
(2.6)
(4.5)
(15.3)
3.0
During 2023, the Company recorded expense of $11.6 million, within other expense (income), as a result of the sale
of one of the Company’s manufacturing facilities within the Proprietary Products segment. The transaction closed
during the second quarter of 2023.
Asset Impairments
During 2023, we recorded impairment charges of $4.3 million specific to our cost method investments and expense
of $5.3 million related to fixed assets impaired and taken out of service. During 2022, we recorded an impairment
charge of $3.5 million specific to our cost method investments and expense of $2.7 million related to fixed assets
impaired and taken out of service. During 2021, specific to our cost method investments, we recorded a total
impairment charge of $4.6 million which was offset by a net gain of $0.3 million on the sale of a cost investment.
We also recorded expense of $1.3 million related to fixed assets impaired and taken out of service.
Foreign Exchange Transaction Losses (Gains)
During 2023, we recorded a loss on foreign exchange transactions of $9.4 million. The loss on foreign exchange
transactions in 2023 was primarily driven by a highly inflationary environment in Argentina. During 2022 and 2021,
we recorded a gain on foreign exchange transactions of $4.1 million and $1.4 million, respectively.
Contingent Consideration
Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please
refer to Note 12, Fair Value Measurements, for additional details.
Oil Hedges
During 2023, 2022 and 2021, we recorded a loss of $1.3 million, a gain of $1.5 million, and a gain of $1.7 million,
respectively, related to oil hedges. Please refer to Note 11, Derivative Financial Instruments, for further discussion
of our hedging activity.
79
Note 17: Income Taxes
As a global organization, we and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various
state and foreign jurisdictions. As of December 31, 2023, the statute of limitations for the U.S. federal tax years
2017 through 2023 remain open to examination. For U.S. state and local jurisdictions, tax years 2013 through 2023
are open to examination. We are also subject to examination in various foreign jurisdictions for tax years 2016
through 2023.
A reconciliation of the beginning and ending amount of the liability for unrecognized tax benefits is as follows:
($ in millions)
Balance at January 1
Increase due to current year position
(Decrease) increase due to prior year position
Reduction for expiration of statute of limitations/audits
Balance at December 31
2023
2022
2021
$
$
36.5 $
6.4
(1.0)
(3.1)
38.8 $
24.9 $
11.4
0.6
(0.4)
36.5 $
10.4
16.3
(1.0)
(0.8)
24.9
In addition, we had balances in accrued liabilities for interest and penalties of $3.8 million and $1.6 million at
December 31, 2023 and 2022, respectively. As of December 31, 2023, we had $38.8 million of total gross
unrecognized tax benefits, which, if recognized, $38.8 million would favorably impact the effective income tax rate.
It is reasonably possible that, due to the expiration of statutes and the closing of tax audits, the amount of gross
unrecognized tax benefits may be reduced by approximately $0.1 million during the next twelve months, which
would favorably impact our effective tax rate.
The components of income before income taxes and equity in net income of affiliated companies are:
($ in millions)
U.S. operations
International operations
Total income before income taxes and equity in net income
of affiliated companies
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
2023
2022
2021
369.4 $
328.6
394.4 $
285.5
420.0
328.9
698.0 $
679.9 $
748.9
2023
2022
2021
30.2 $
(4.2)
58.8
84.8
(11.6)
49.1
37.5
122.3 $
75.7 $
8.4
61.4
145.5
(20.3)
(10.5)
(30.8)
114.7 $
64.8
10.9
74.4
150.1
7.3
(50.2)
(42.9)
107.2
$
$
$
$
Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for
financial reporting and tax purposes.
80
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
Pension and deferred compensation
Royalty acceleration
Other
Capitalized R&D expenses
Leases
Unrealized profit in inventory
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Property, plant, and equipment
Tax on undistributed earnings of subsidiaries
Leases
Other
Total deferred tax liabilities
Net deferred tax asset
2023
2022
10.0 $
1.1
22.7
15.0
13.9
23.9
18.6
8.5
(15.5)
98.2
61.7
3.8
18.1
1.6
85.2
13.0 $
10.3
1.9
31.4
46.2
18.3
8.1
20.6
7.2
(13.3)
130.7
53.7
1.5
19.7
4.5
79.4
51.3
$
$
A reconciliation of the U.S. federal corporate tax rate to our effective consolidated tax rate on income before income
taxes and equity in net income of affiliated companies is as follows:
2023
2022
2021
U.S. federal corporate tax rate
21.0%
Tax on international operations other than U.S. tax rate
1.9
Adjustments to reserves for unrecognized tax benefits
0.1
U.S. tax on international earnings, net of foreign tax credits
0.3
Foreign-Derived Intangible Income Deductions (FDII)
(1.5)
State income taxes, net of federal tax effect
(0.1)
U.S. research and development credits
(0.4)
Excess tax benefits on share-based payments
(4.2)
Royalty acceleration
(2.5)
Pension settlement
—
Tax on undistributed earnings of subsidiaries
(0.6)
Other
0.3
Effective tax rate
14.3%
During 2023, we recorded a tax benefit of $32.0 million associated with stock-based compensation. The Company
recognized a $3.0 million state tax benefit based on the outcome of a recent court case.
21.0%
(1.5)
2.9
(0.3)
(2.1)
1.0
(0.6)
(2.4)
—
(1.2)
—
0.1
16.9%
21.0%
1.2
0.3
0.5
(1.6)
0.1
(0.7)
(4.6)
0.5
—
0.3
0.5
17.5%
During 2022, we recorded tax expense of $5.7 million due to the impact of tax law changes enacted during the year,
$19.8 million of tax expense due to the Company's recognition of reserves for unrecognized tax benefits, and a tax
benefit of $16.5 million associated with stock-based compensation. A tax benefit of $20.6 million was recognized
for the 2022 termination of our U.S. pension plan. The Company did not elect to reclassify to retained earnings the
stranded tax effects on items within AOCI related to the Tax Cuts and Jobs Act of 2017, and therefore included
within the $20.6 million pension termination benefit is a deferred tax benefit of $8.0 million.
81
During 2021, we recorded a tax benefit of $1.4 million due to the impact of tax law changes enacted during 2021, a
tax benefit of $18.5 million due to the Company's prepayment of future royalties from one of its subsidiaries, and a
tax benefit of $31.5 million associated with stock-based compensation.
State operating loss carryforwards of $118.6 million created a deferred tax asset of $6.7 million, while foreign
operating loss carryforwards of $10.2 million created a deferred tax asset of $3.3 million. Management estimates
that certain state and foreign operating loss carryforwards are unlikely to be utilized and the associated deferred tax
assets have been appropriately reserved. State loss carryforwards expire as follows: $19.8 million in 2024 and $98.8
million thereafter. Foreign loss carryforwards will begin to expire in 2029, while $0.9 million of the total $10.2
million will not expire.
During 2019, we utilized all of our remaining U.S. federal research and development credit carryforwards. State
research and development credit carryforwards of $1.6 million created a deferred tax asset of $1.3 million. As of
December 31, 2023, $0.4 million of state research and development credits expire in 2025.
Since 2018, West has reasserted indefinite reinvestment related to all post-2017 unremitted earnings in all of our
foreign subsidiaries. During 2023 and consistent with the approved plan mentioned in Note 4, Net Income Per
Share, the Company began repurchasing common stock on the open market. To support the funding for this
program, West may repatriate earnings from its German affiliates during 2024 and has recorded a tax liability of
$2.8 million. Accordingly, West will no longer assert permanent reinvestment related to all of the earnings of its
wholly owned German affiliates through 2023. West will continue to assert permanent reinvestment of earnings for
all other foreign jurisdictions, and intends to only repatriate earnings when the tax impact is de minimis.
Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon
repatriation of approximately $857 million of undistributed earnings from foreign subsidiaries (except our German
affiliates) to the U.S., as those earnings continue to be permanently reinvested. Further, it is impracticable for us to
estimate any future tax costs for any unrecognized deferred tax liabilities associated with our indefinite reinvestment
assertion, because the actual tax liability, if any, would be dependent on complex analysis and calculations
considering various tax laws, exchange rates, circumstances existing when there is a repatriation, sale or liquidation,
or other factors.
Note 18: Commitments and Contingencies
At December 31, 2023, we were obligated under various operating lease agreements. Please refer to Note 6, Leases,
for additional details.
At December 31, 2023, we were obligated under debt agreements, net of unamortized debt issuance costs including
fixed and variable-rate debt. Please refer to Note 10, Debt, for additional details.
At December 31, 2023, we were obligated under various tax-qualified and non-qualified defined benefit pension
plans in the U.S. and other countries that cover employees and former employees who meet eligibility requirements.
Please refer to Note 15, Benefit Plans, for additional details.
At December 31, 2023, our outstanding unconditional contractual commitments, including for the purchase of raw
materials and finished goods, amounted to $298.3 million, the majority of which is to be paid over the next five
years, with $76.8 million due to be paid in 2024.
We have letters of credit totaling $2.4 million supporting the reimbursement of workers’ compensation and other
claims paid on our behalf by insurance carriers. Our accrual for insurance obligations was $2.1 million at
December 31, 2023, of which $0.7 million is in excess of our deductible and, therefore, is reimbursable by the
insurance company.
82
Note 19: Segment Information
Our business operations are organized into two reportable segments, Proprietary Products and Contract-
Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment
solutions and drug delivery products, along with analytical lab services and other integrated services and solutions,
primarily to biologic, generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable
segment serves as a fully integrated business, focused on the design, manufacture, and automated assembly of
complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.
The Chief Operating Decision Maker ("CODM") evaluates the performance of our segments based upon, among
other things, segment net sales and operating profit. Segment operating profit excludes general corporate costs,
which include executive and director compensation, stock-based compensation, certain pension and other retirement
benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded
are items that the CODM considers not representative of ongoing operations. Such items are referred to as other
unallocated items and generally include restructuring and related charges, certain asset impairments and other
specifically-identified income or expense items. The segment operating profit metric is what the CODM uses in
evaluating our results of operations and the financial measure that provides a valuable insight into our overall
performance and financial position.
The following table presents net sales information about our reportable segments, reconciled to consolidated totals:
($ in millions)
Net sales:
Proprietary Products
Contract-Manufactured Products
Intersegment sales elimination
Consolidated net sales
2023
2022
2021
$
$
2,397.3 $
552.5
—
2,949.8 $
2,406.8 $
480.4
(0.3)
2,886.9 $
2,317.3
514.7
(0.4)
2,831.6
The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the
elimination of components sold between our segments.
In 2023, one of our customers individually accounted for more than 10% of consolidated net sales, at 10.9% or
$322.1 million, contributing to net sales in both the Proprietary and Contract Manufacturing reportable segments.
We did not have any customers accounting for greater than 10% of consolidated net sales in 2022 or 2021.
The following table presents net sales and long-lived assets, by the country in which the legal subsidiary is
domiciled and assets are located:
($ in millions)
United States
Germany
Ireland
France
Other European countries
Other
2023
1,238.5 $
406.1
285.7
282.9
388.1
348.5
2,949.8 $
Net Sales
2022
1,286.5 $
398.7
240.3
237.9
359.2
364.3
2,886.9 $
$
$
2021
1,198.0 $
474.3
247.6
213.0
341.3
357.4
2,831.6 $
Long-Lived Assets
2022
2023
757.1 $
176.0
207.0
78.5
99.2
194.7
1,512.5 $
611.5
139.0
179.5
68.8
81.8
182.1
1,262.7
83
The following tables provide summarized financial information for our segments:
($ in millions)
Operating profit (loss):
Proprietary Products
Contract-Manufactured Products
Total business segment operating profit
Corporate and Unallocated
Stock-based compensation expense
Corporate general costs (1)
Unallocated Items:
Restructuring and other charges (2)
Amortization of acquisition-related intangible assets (3)
Cost investment activity (4)
Loss on disposal of plant (5)
Asset impairment (5)
Total Corporate and Unallocated
Total consolidated operating profit
$
$
$
$
2023
2022
2021
710.1 $
72.1
782.2 $
784.4 $
60.4
844.8 $
796.1
67.2
863.3
(23.3) $
(23.7) $
(68.3)
(59.1)
(37.5)
(63.4)
2.0
(0.7)
(4.3)
(11.6)
—
(106.2)
676.0 $
(23.8)
(0.7)
(3.5)
—
—
(110.8)
734.0 $
(2.2)
(0.8)
(4.3)
—
(2.8)
(111.0)
752.3
3.4
Interest (income) expense and other nonoperating (income) expense, net
(22.0)
54.1
Income before income taxes and equity in net income of affiliated
companies
$
698.0 $
679.9 $
748.9
(1) Corporate general costs includes executive and director compensation, certain pension and other retirement
benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.
(2) During 2023, the Company recorded a benefit to restructuring and other charges of $2.0 million, which
represents the net impact of a $2.8 million benefit within other expense (income) for revised severance estimates in
connection with its 2022 restructuring plan and an inventory write down of $0.8 million within cost of goods and
services sold. During 2022, the Company recorded expense to restructuring and other charges of $23.8 million,
which primarily included a charge of $8.7 million in net severance and post-employment benefits primarily in
connection with our plan to adjust our operating cost base and $15.3 million in asset-related charges associated with
this plan. During 2021, the Company recorded expense to restructuring and other charges of $2.2 million to optimize
certain organizational structures within the Company.
(3) During 2023, 2022 and 2021, the company recorded $0.7 million, $0.7 million and $0.8 million, respectively, of
amortization expense within operating profit associated with an acquisition of an intangible asset during the second
quarter of 2020.
(4) During 2023, the Company recorded a cost investment impairment charge of $4.3 million. During 2022, the
Company recorded a cost investment impairment charge of $3.5 million. During 2021, the net cost investment
activity was equal to $4.3 million, inclusive of an impairment charge of $4.6 million partially offset by a
$0.3 million gain on the sale of a cost investment.
(5) During 2023, the Company recorded expense of $11.6 million, as a result of the sale of one of the Company’s
manufacturing facilities within the Proprietary Products segment. The transaction closed during the second quarter
of 2023. During 2021, the Company recorded a $2.8 million impairment charge for certain long-lived and intangible
assets related to the Company's manufacturing facility within the Proprietary Products segment that was sold during
the second quarter of 2023, as it determined the carrying value was not fully recoverable. $1.9 million of this charge
was recorded within cost of goods and services sold and $0.9 million of the charge is recorded in selling, general,
and administrative expense, due to the nature of the impaired assets.
84
Please refer to Note 16, Other Expense (Income), for further discussion of unallocated items.
The following tables provide summarized financial information for our two reportable segments and corporate and
unallocated:
($ in millions)
Assets
Proprietary Products
Contract-Manufactured Products
Corporate and Unallocated
Total consolidated
($ in millions)
Depreciation and Amortization
Proprietary Products
Contract-Manufactured Products
Corporate and Unallocated
Total consolidated
($ in millions)
Capital Expenditures
Proprietary Products
Contract-Manufactured Products
Corporate and Unallocated
Total consolidated
2023
2022
$
2,629.1 $
2,578.3
527.5
672.9
480.3
558.2
$
3,829.5 $
3,616.8
2023
2022
2021
$
112.9 $
96.9 $
20.4
4.0
19.0
4.7
93.8
21.1
7.4
$
137.3 $
120.6 $
122.3
2023
2022
2021
$
259.1 $
237.3 $
218.0
90.2
12.7
34.0
13.3
26.6
8.8
$
362.0 $
284.6 $
253.4
85
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of West Pharmaceutical Services, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of West Pharmaceutical Services, Inc. and its
subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income,
comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023,
including the related notes and schedule of valuation and qualifying accounts for each of the three years in the
period ended December 31, 2023 appearing under Item 15(a)(2) (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
86
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Provision for Income Taxes
As described in Notes 1 and 17 to the consolidated financial statements, the Company’s consolidated deferred tax
assets were $98.2 million, net of a valuation allowance of $15.5 million, as of December 31, 2023, and income tax
expense was $122.3 million for the year ended December 31, 2023. As a global organization, the Company files
income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As disclosed by
management, management estimates income taxes payable based upon current domestic and international tax
legislation. Deferred income taxes are recognized by applying enacted statutory tax rates to tax loss carryforwards
and temporary differences between the tax basis and financial statement carrying values of assets and liabilities. The
enacted statutory tax rate applied is based on the rate expected to be applicable at the time of the forecasted
utilization of the loss carryforward or reversal of the temporary difference. Valuation allowances on deferred tax
assets are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.
The realizability of deferred tax assets is subject to estimates of future taxable income, generally at the respective
subsidiary company and the country level.
The principal considerations for our determination that performing procedures relating to the provision for income
taxes is a critical audit matter are the significant judgment by management in determining the income tax provision
due to the Company’s global footprint and complexity in the various tax laws applicable in determining the
Company’s effective tax rate. This in turn led to a high degree of auditor judgment, effort, and subjectivity in
performing procedures and in evaluating audit evidence related to the income tax provision. Also, the audit effort
involved the use of professionals with specialized skill and knowledge.
87
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to income taxes, including controls over the determination of the income tax provision. These
procedures also included, among others, (i) testing the income tax provision, including testing the Company’s rate
reconciliation, return to provision adjustments, permanent and temporary differences, and financial data used in the
income tax provision calculation, and (ii) testing the accuracy of the income tax rates utilized in the provision.
Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of
management’s application of relevant income tax law in certain jurisdictions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 20, 2024
We have served as the Company’s auditor since 1963.
88
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 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, 2023, 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, 2023
based on the framework established in “Internal Control-Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has
determined that our internal control over financial reporting was effective as of December 31, 2023.
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be circumvented by collusion or improper
management override. Because of such limitations, there is a risk that material misstatements will not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards
to reduce, though not eliminate, this risk.
The effectiveness of our internal control over financial reporting as of December 31, 2023 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, 2023, there have been no changes to our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
89
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Eric M. Green, President and Chief Executive Officer, Chair of the Board of Directors, entered into a prearranged
stock trading arrangement on May 5, 2023. Mr. Green’s plan provides for the purchase and sale of an aggregate
number of 234,864 shares of the Company's common stock (of which Mr. Green will sell 204,864 shares and retain
the rest immediately following the exercise) between August 8, 2023 and August 6, 2024. The trading plan was
entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange
Act and the Company’s policies regarding insider transactions. This plan was terminated on October 24, 2023.
Mr. Green entered into a new prearranged stock trading arrangement on November 17, 2023. Mr. Green’s plan
provides for the purchase and sale of an aggregate number of 184,864 shares of the Company's common stock (of
which Mr. Green will sell 160,864 shares and retain the rest immediately following the exercise) between February
27, 2024 and August 6, 2024. The trading plan was entered into during an open insider trading window and is
intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider
transactions.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information is incorporated by reference from the discussion under the heading Proposal 1 - Election of Directors;
Corporate Governance Documents and Policies - West's Code of Conduct; Voting and Other Information -
Shareholder Proposals or Nominations; and Board and Director Information and Policies - Committees - Audit
Committee in our 2024 Proxy Statement. The balance of the information required by this item is contained in the
discussion entitled Information About Our Executive Officers 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, Compensation Committee Report, Compensation Discussion and Analysis, and
Compensation Tables in our 2024 Proxy Statement.
90
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 heading Stock
Ownership in our 2024 Proxy Statement.
Equity Compensation Plan Information Table
The following table sets forth information about the grants of stock options, all share units and other rights under all
of the Company’s equity compensation plans as of the close of business on December 31, 2023. The table does not
include information about tax-qualified plans such as the West 401(k) Plan or the West Contract Manufacturing
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 Columns (a))
(c)
1,753,588 (1) $
145.40 (2)
5,148,900 (3)
—
1,753,588
$
—
145.40
—
5,148,900
Plan Category
Equity compensation
plans approved by
security holders
Equity compensation
plans not approved by
security holders
Total
(1)
Includes 1,071,534 outstanding stock options, 98,441 performance share units, 16,461 restricted retention share
units, and 109,909 deferred stock-equivalents units under the 2016 Plan. Includes 350,914 outstanding stock
options and 89,201 deferred stock-equivalents units under the 2011 Omnibus Incentive Compensation Plan
(which was terminated in 2016). Includes 17,128 deferred stock-equivalents under the 2007 Omnibus Incentive
Compensation Plan (which was terminated in 2011). Excludes cash-settled performance share units, cash-settled
restricted retention share units, cash-settled deferred stock-equivalents units and cash-settled stock appreciation
rights. The average term of remaining options is 4.7 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 200.00%, 189.25%, and 154.52% in 2023, 2022 and 2021, respectively.
(2) All share units, deferred stock-equivalent units and stock appreciation rights are excluded when determining the
weighted-average exercise price of outstanding options.
(3) Represents 3,714,353 shares reserved under the Company’s Employee Stock Purchase Plan and 1,434,547 shares
remaining available for issuance under the 2016 Plan. The estimated number of shares that could be issued for
2023 from the Employee Stock Purchase Plan is 137,310. This number of shares is calculated by multiplying the
69 shares per offering period per participant limit by 1,990, the number of current participants in the plan.
91
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 Corporate
Governance Documents and Policies - Related Person Transactions and Procedures in our 2024 Proxy Statement.
Information about director independence is incorporated by reference from the discussion under the heading
Corporate Governance Documents and Policies - Director Independence in our 2024 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information is incorporated by reference from the discussion under the heading Independent Auditors and Fees -
Fees Paid to PricewaterhouseCoopers LLP and Independent Auditors and Fees - Audit Committee Policy on Pre-
Approval of Audit and Permissible Non-Audit Services in our 2024 Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND 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, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
92
(a) 2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
($ in millions)
For the year ended December 31, 2023
Allowances deducted from assets:
Deferred tax asset valuation allowance
Allowance for credit losses
Total allowances deducted from assets
For the year ended December 31, 2022
Allowances deducted from assets:
Deferred tax asset valuation allowance
Allowance for credit losses
Total allowances deducted from assets
For the year ended December 31, 2021
Allowances deducted from assets:
Deferred tax asset valuation allowance
Allowance for credit losses
Total allowances deducted from assets
Balance at
beginning of
period
Charged to costs
and expenses
Deductions (1)
Balance at
end of
period
$
$
$
$
$
$
13.3 $
0.2
13.5 $
12.2 $
0.4
12.6 $
15.1 $
1.1
16.2 $
2.2 $
2.3
4.5 $
1.1 $
0.3
1.4 $
(2.9) $
(0.7)
(3.6) $
— $
(1.7)
(1.7) $
— $
(0.5)
(0.5) $
— $
—
— $
15.5
0.8
16.3
13.3
0.2
13.5
12.2
0.4
12.6
(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-3 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.
93
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5 (1)
10.1
10.2
10.3
10.4
10.5
10.6 (2)
10.7 (2)
10.8 (2)
10.9 (2)
10.10 (2)
EXHIBIT INDEX
Description
Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).
Our Amended and Restated Bylaws, effective October 23, 2023 (incorporated by reference to
Exhibit 3.2 to the Company's Form 10-Q report for the quarter ended September 30, 2023, filed
October 26, 2023)
Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the
Company's 1998 Form 10-K, filed May 6, 1999)
Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020,
filed July 24, 2020).
Article I and V of our Bylaws, as amended through February 23, 2021 (incorporated by reference
from our Form 8-k, filed March 1, 2021).
Description of Registered Securities (incorporated by reference to Exhibit 4.4 to the Company's
2020 Form 10-K, filed February 23, 2021).
Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries
constituting less than 10% of West's total assets have been omitted.
Credit Agreement, dated as of March 28, 2019, between West, certain of its subsidiaries, the lenders
party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line
Lender and an Issuing Lender; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and
Joint Bookrunners, and Wells Fargo Bank, National Association, MUFG Bank, Ltd., and JPMorgan
Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference from our Form 8-k, filed
April 1, 2019).
LIBOR Transition Amendment to the Credit Agreement, dated as of March 28, 2019, between
West, each of the lenders party thereto from time to time, and Bank of America, N.A (incorporated
by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September
30, 2021, filed October 28, 2021)..
Credit Agreement Second Amendment and Joinder and Assumption Agreement, dated as of March
31, 2022, between West, certain of its subsidiaries, the lenders party thereto from time-to-time,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender; BOFA
Securities, Inc., Wells Fargo Securities, LLC, U.S. Bank National Association, and JPMorgan Chase
Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National
Association, U.S. Bank National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication
Agents (incorporated by reference from our Form 8-k, filed April 1, 2022).
First Amendment and Incremental Facility Amendment, dated as of December 30, 2019, between
West, each of the lenders party thereto from time to time, and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's 2019 10-K file
February 24, 2020).
Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named
therein (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed July 10, 2012).
Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green (incorporated
by reference to Exhibit 10.1 to the Company's Form 8-K dated April 15, 2015).
Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 30, 2015).
Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green
(incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated April 30, 2015).
Employment Agreement, dated May 29, 2018, between us and Bernard J. Birkett (incorporated by
reference to Exhibit 10.1 to the Company's Form 8-K filed June 21, 2018).
Employment Agreement, dated August 28, 2016, between David Montecalvo and us (incorporated
by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September
30, 2016, filed October 31, 2016).
94
10.11(2)
10.12 (2)
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
10.31 (2)
Employment Agreement dated November 4, 2020, between Kimberly MacKay and us (incorporated
by reference to Exhibit 10.9 to the Company's Form 10-K report for the year ended December 31,
2021 filed February 22, 2022).
Employment Agreement dated February 8, 2018, between Silji Abraham and us (incorporated by
reference to Exhibit 10.10 to the Company's Form 10-K report for the year ended December 31,
2021 filed February 22, 2022).
Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2008
(incorporated by reference to Exhibit 10.17 to the Company's 2008 Form 10-K report, filed
February 27, 2009).
Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated
effective January 1, 2024
Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30, 2013
(incorporated by reference to Exhibit 10.26 to the Company's 2013 Form 10-K report, filed
February 27, 2014).
2016 Omnibus Incentive Compensation Plan, as amended through May 4, 2021 (incorporated by
reference from our Form 8-k, filed May 4, 2021).
2011 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Company's Form 8-K filed May 6, 2011).
2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007 (incorporated by reference
to Exhibit 99.1 to the Company’s Form 8-K filed May 4, 2007).
Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference to Exhibit
10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2006, filed May 10, 2006).
Form of Director 2006 Non-Qualified Stock Option Award Notice (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended June 30, 2006, filed August
7, 2006).
Form of Director 2006 Stock Unit Award Notice (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-Q report for the quarter ended June 30, 2006, filed August 7, 2006).
Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report
for the quarter ended June 30, 2007, filed August 3, 2007).
Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued
pursuant to the 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit
10.2 to the Company's Form 10-Q report for the quarter ended March 31, 2008, filed May 8, 2008).
Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.41 to the Company's 2008 Form 10-K
report, filed February 27, 2009).
Form of 2009 Supplemental Long-Term Incentive Award (incorporated by reference to Exhibit 10.1
to the Company's Form 10-Q report for the quarter ended September 30, 2009, filed November 14,
2009).
Form of 2014 Long-Term Incentive Plan Award (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q report for the quarter ended March 31, 2014, filed May 8, 2014).
Form of 2014 Stock-Settled Restricted Stock Unit Award (incorporated by reference to Exhibit 10.1
to the Company's Form 10-Q report for the quarter ended June 30, 2014, filed August 1, 2014).
Form of 2019 Performance Stock Unit (PSU) Award issued under the 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report
for the quarter ended March 31, 2019, filed May 8, 2019).
Form of 2019 Stock Option Award issued under the 2016 Omnibus Incentive Compensation Plan
(incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q report for the quarter ended
March 31, 2019, filed May 8, 2019).
Indemnification agreements between us and each of our directors (incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K report filed January 6, 2009).
Form of Change-in-Control Agreement between us and certain of our executive officers
(incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended
September 30, 2017, filed October 31, 2017).
95
10.32 (3)
10.33 (3)
10.34 (3)
10.35 (3)
10.36 (3)
10.37 (3)
10.38 (4)
10.39 (4)
10.40 (4)
10.41
10.42
21
23
31.1
31.2
32.1*
32.2*
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
104*
Agreement, effective as of January 1, 2005, between us and The Goodyear Tire & Rubber Company
(incorporated by reference to Exhibit 10d to the Company's Form 10-Q report for the quarter ended
June 30, 2005, filed August 9, 2005).
First Agreement, effective as of July 1, 2008, to amend Agreement between us and The Goodyear
Tire & Rubber Company (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q
report for the quarter ended March 31, 2009, filed May 6, 2009).
Second Agreement, dated August 16, 2016, to amend Agreement between us and The Goodyear
Tire & Rubber Company and us (incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q report for the quarter ended September 30, 2016, filed October 31, 2016).
Distributorship Agreement, dated and effective January 18, 2017, between Daikyo Seiko, Ltd. and
us (incorporated by reference to Exhibit 10.39 to the Company's 2016 Form 10-K report filed
February 28, 2017).
Amended and Restated Technology Exchange and CrossLicense Agreement, dated and effective
January 18, 2017, between Daikyo Seiko, Ltd. and us (incorporated by reference to Exhibit 10.40 to
the Company's 2016 Form 10-K report, filed February 28, 2017).
Amended Agreement, dated and effective July 2, 2018, between Daikyo Seiko, Ltd. and us
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q report for the quarter ended
June 30, 2018, filed July 31, 2018).
Amendment Agreement, dated as of October 15, 2019, between us and Daikyo Seiko, Ltd.,
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 16, 2019).
Global Master Supply Agreement by and between ExxonMobil Chemical Company and us, entered
into on January 10, 2020, and effective January 1, 2019 through December 31, 2023 (incorporated
by reference to Exhibit 10.1 to the Company's Form 8-K report filed January 16, 2020).
Global Master Supply Amendment by and between ExxonMobil Product Solutions Company and
us, entered into on November 27, 2023, and effective January 1, 2024 through December 31, 2028
(incorporated by reference to Exhibit 10.40 to the Company's Form 8-K report filed November 30,
2023).
Executive Officer Incentive-based Compensation Recovery Policy, dated and effective October 2,
2023
Securities Trading Policy, dated and effective April 15, 2021, and Section 10b5-1 Approved
Trading Plan Guidelines, dated and effective February 27, 2023
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
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.
The instance document does not appear in the interactive data file because its XBRL tags are
embedded within the inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101
Inline XBRL Document Set.
96
(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 and filed separately with the SEC pursuant to a confidential
treatment order of the SEC.
(4) Portions of this exhibit (indicated therein by asterisks) have been omitted for confidential treatment.
* Furnished, not filed.
ITEM 16. FORM 10-K SUMMARY
None.
97
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/ Bernard J. Birkett
Bernard J. Birkett
Senior Vice President, Chief Financial and Operations Officer
February 20, 2024
98
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. and in the capacities and on the dates indicated.
Signature
/s/ Eric M. Green
Eric M. Green
/s/ Bernard J. Birkett
Bernard J. Birkett
/s/ Chad R. Winters
Chad R. Winters
/s/ Mark A. Buthman
Mark A. Buthman
/s/ William F. Feehery, Ph.D.
William F. Feehery, Ph.D.
/s/ Robert F. Friel
Robert F. Friel
/s/ Thomas W. Hofmann
Thomas W. Hofmann
/s/ Molly E. Joseph
Molly E. Joseph
/s/ Deborah L.V. Keller
Deborah L.V. Keller
/s/ Myla P. Lai-Goldman, M.D.
Myla P. Lai-Goldman, M.D.
/s/ Douglas A. Michels
Douglas A. Michels
/s/ Paolo Pucci
Paolo Pucci
/s/ Stephen Lockhart, Ph.D.
Stephen Lockhart, Ph.D.
Title
President, Chief Executive Officer and Chair of the
Board
Date
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
February 20, 2024
(Principal Executive Officer)
Senior Vice President, Chief Financial and
Operations Officer
(Principal Financial Officer)
Vice President, Chief Accounting Officer and
Corporate Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
99
I N V E S TO R
I N FO R M AT I O N
Stock Listing
NYSE symbol: WST
Shareholders of Record
As of December 31, 2023: 576
Average Daily Trading Volume 2023
First Quarter: 598,797 shares
Second Quarter: 410,840 shares
Third Quarter: 334,524 shares
Fourth Quarter: 412,973 shares
Global Headquarters
West Pharmaceutical Services, Inc.
530 Herman O. West Drive
Exton, PA 19341 | USA
610-594-2900
www.westpharma.com
Annual Meeting (Virtual)
Tuesday, April 23, 2024, 9:30 a.m. EST
Code of Business Conduct
Available at http://investor.westpharma.com
Investor Relations Contact
Quintin J. Lai, Ph.D.
Vice President, Investor Relations
610-594-3318
Quintin.Lai@westpharma.com
Transfer Agent and Registrar
Broadridge Financial Solutions, Inc.
51 Mercedes Way
Edgewood, NY 11717
877-830-4936
shareholder@broadridge.com
I N D EPEN D EN T D I R EC TO RS
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 succession plans and achievement of long-range
strategic initiatives.
Written Affirmation
On May 22, 2023, Eric M. Green, West’s President, Chief Executive Officer and Chair of the Board,
submitted to the New York Stock Exchange 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.
Section 302 and 906 Certifications
The certifications of Mr. Green and Bernard J. Birkett, West’s Chief Financial and Operations 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 2023 Form 10-K.
Dividends
West Pharmaceutical Services has paid 213 consecutive quarterly common stock cash
dividends since becoming a public company in 1970. Dividends usually are declared by the
Board during the last month of each calendar quarter and, if approved, typically are paid on
the first Wednesday of February, May, August and November to shareholders of record two
weeks prior to the payment date.
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 voluntary cash payments. All brokerage
commissions and costs of administering the plan are paid by West. For details of the plan and
an enrollment form, please contact the Dividend Reinvestment Department of Broadridge
Corporate Issuer Solutions (see Transfer Agent and Registrar).
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 our global headquarters,
call 888-594-3222 or send a message through West’s website: www.westpharma.com.
Online Investor Site
http://investor.westpharma.com
Trademarks
West without Borders is not affiliated with Doctors Without Borders®, which is a registered
service mark of Bureau International de Médecins Sans Frontières.
All other trademarks and registered trademarks used in this report are the property of West
Pharmaceutical Services, Inc. or its subsidiaries, in the United States and other jurisdictions,
unless noted otherwise.
West Pharmaceutical Services, Inc.
530 Herman O. West Drive
Exton, PA 19341 USA
610.594.2900
www.westpharma.com
@WestPharma
@WestPharma
West Pharmaceutical Services
@westatwork
Copyright © 2024 West Pharmaceutical Services, Inc.
11761 – 03.24