10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2013

or

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

For the transition period from            to

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1210010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
530 Herman O. West Drive, Exton, PA	19341-0645
(Address of principal executive offices)	(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	Name of each exchange on which registered
Common Stock, par value $.25 per share	New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

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 o No þ

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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

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

Large accelerated filer	þ		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Document	Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Shareholders to be held May 6, 2014	Part III

TABLE OF CONTENTS

PART I		Page
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	14
ITEM 2.	PROPERTIES	15
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
EXECUTIVE OFFICERS OF THE COMPANY		16
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	18
ITEM 6.	SELECTED FINANCIAL DATA	20
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	41
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	78
ITEM 9A.	CONTROLS AND PROCEDURES	78
ITEM 9B.	OTHER INFORMATION	79
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	79
ITEM 11.	EXECUTIVE COMPENSATION	79
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	79
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	80
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	80
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	80
SIGNATURES		82
EXHIBIT INDEX		F-1

2

PART I

ITEM 1. BUSINESS

General

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

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

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

West Website

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

Throughout this Form 10-K, we incorporate by reference certain information from parts of other documents filed with the SEC and from our Proxy Statement for the 2014 Annual Meeting of Shareholders (“2014 Proxy Statement”), which will be filed with the SEC within 120 days following the end of our 2013 fiscal year. Our 2014 Proxy Statement will be available on our website on or about March 31, 2014, under the caption Investors - Proxy Materials.

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

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

Business Segments

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

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Packaging Systems Segment

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

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

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

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

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

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

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

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

Delivery Systems Segment

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

4

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

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

Our administration systems include sterile devices for the administration of drug products, including patented products such as the MixJect^TM transfer device, the Mix2Vial^TM needleless reconstitution system and vial adapters.

Examples of our safety systems that are designed to prevent needle sticks are éris^TM and NovaGuard^TM SA for prefilled syringes and NovaGuard LPfor luer lock syringes.

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

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

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

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

Restructuring Initiatives

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

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

International

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

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

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

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Raw Materials

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

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

Intellectual Property Rights

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

Seasonality

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

Working Capital

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

Marketing

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

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

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

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

6

Order Backlog

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

Competition

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

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

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

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

Research and Development Activities

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

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

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

7

Environmental Regulations

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

Employees

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

ITEM 1A. RISK FACTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9

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

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

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

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

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

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

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

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

10

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

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

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

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

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

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

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

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

11

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

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

Product defects could adversely affect the results of our operations.

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

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

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

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

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

12

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

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

Federal healthcare reform may adversely affect our results of operations.

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

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

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

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

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

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

13

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

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

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

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

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

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

ITEM IB. UNRESOLVED STAFF COMMENTS

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

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ITEM 2. PROPERTIES

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

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

Packaging Systems				Contract Analytical Laboratory:
Manufacturing:					North American Operations
	North American Operations					United States
		United States					Exton, PA
			Clearwater, FL   (1)
			Jersey Shore, PA	Mold-and-Die Tool Shops:
			Kearney, NE		North American Operations
			Kinston, NC			United States
			Lititz, PA				Upper Darby, PA (2)
			St. Petersburg, FL (1)
					European Operations
	South American Operations					England
		Brazil					Bodmin (2)
			Sao Paulo
				Delivery Systems
	European Operations			Manufacturing:
		Denmark			North American Operations
			Horsens			United States
							Frankfort, IN (2)
		England					Grand Rapids, MI
			St. Austell				Phoenix, AZ (2)
							Scottsdale, AZ (2)(3)
		France					Tempe, AZ (2)
			Le Nouvion				Williamsport, PA
		Germany				Puerto Rico
			Eschweiler (1)				Cayey
			Stolberg
					European Operations
		Serbia				France
			Kovin				Le Vaudreuil (2)
	Asia Pacific Operations					Ireland
		China					Dublin (2)
			Qingpu
				Mold-and-Die Tool Shop:
		India			European Operations
			Chennai			Denmark
							Roskilde (2)
		Singapore
			Jurong

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(1) This manufacturing facility is also used for research and development activities.

(2) This facility is leased in whole or in part.

(3) This manufacturing facility is also used for mold and die production.

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

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE COMPANY

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

Name	Age	Position
Michael A. Anderson	58	Vice President and Treasurer since June 2001. He was Finance Director, Drug Delivery Systems Division from October 1999 to June 2001, Vice President, Business Development from April 1997 to October 1999 and Director of Taxes from July 1992 to April 1997.
Warwick Bedwell	54	President, Pharmaceutical Packaging Systems Asia Pacific Region since January 3, 2011. Previously, he served as Vice President and Commercial Director-Bone and Rheumatology for Roche Products (UK) Limited, a biotech company, from October 2008 to August 2010. From January 2007 to October 2008, he served as Vice President and Global Head of Business Development for Hoffman LaRoche Inc. (U.S.) and from June 2003 to December 2006, he served as President and General Manager of Roche Inc. in the Philippines. Prior thereto, he held numerous positions in commercial operations for Roche Products Pty Ltd. in Australia.
Rachael M. Bushey	36	Vice President, Deputy General Counsel and Corporate Secretary since October 2013. Previously, she served as Assistant General Counsel and Assistant Secretary from May 2012 until October 2013, and Associate Counsel, Securities and Corporate Governance Matters, from December 2010 until May 2012. Prior to joining West, she was a corporate attorney at the law firm of Pepper Hamilton LLP.
William J. Federici	54	Senior Vice President, and Chief Financial Officer since joining the Company in August 2003. He was National Industry Director for Pharmaceuticals of KPMG LLP (accounting firm) from June 2002 until August 2003 and, prior thereto, an audit partner with Arthur Andersen, LLP.
Karen A. Flynn	51	President, Pharmaceutical Packaging Systems Americas Region since June 2012. She was Vice President, Sales from May 2008 to June 2012. From 2000 to 2008, she worked in Sales Management, most recently as Vice President, Global Accounts, for Catalent (formerly known as Cardinal Health). Prior thereto, she held various positions at West, including Quality, Research and Development, and Sales.
John R. Gailey III	59	Senior Vice President, General Counsel since May 1994, and Chief Compliance Officer. He served as Corporate Counsel from 1991 until his appointment as General Counsel.

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Jeffrey C. Hunt	55	President, Pharmaceutical Packaging Systems since January 3, 2011. Previously, he served as Vice President, Strategic Planning and Business Development from July 2010 to January 2011. From August 2006 to July 2009, he served as President of the Patient Care and Safety Products Global Business Unit for Covidien. From August 2004 to August 2006, he was Vice President and General Manager of the SharpSafety Division of Tyco Healthcare/Kendall, Vice President of Marketing from June 2003 to August 2004 and Marketing Director from March 1998 to June 2003.
Heino Lennartz	48	President, Pharmaceutical Packaging Systems Europe Region since February 2010 and, prior thereto, President, Europe, Pharmaceutical Systems since July 2009. He was Vice President Finance, MIS & Purchasing for Europe & Asia Pacific from December 2006 until July 2009. Mr. Lennartz was Vice President Corporate Finance of AIXTRON AG, a leading semiconductor equipment company, from 2003 to 2006 and, prior thereto, held various positions, including Director Business Systems Europe, at GDX Automotive, a rubber and plastic car body sealing system supplier.
Richard D. Luzzi	62	Senior Vice President, Human Resources since June 2002. He served as Vice President, Human Resources of GS Industries, a steel manufacturer, from 1998 to 2002, Vice President, Human Resources of Lukens Steel from 1993 to 1998, and Vice President, Human Resources of Rockwell International, from 1990 to 1993.
Daniel Malone	52	Vice President and Corporate Controller since August 2011. He was Vice President of Finance, Pharmaceutical Packaging Systems Americas Region from September 2008 to August 2011 and Director of Financial and Management Reporting from October 1999 to September 2008.
Donald E. Morel, Jr., Ph.D.	56	Chairman of the Board of the Company since March 2003 and our Chief Executive Officer since April 2002. He was our President from April 2002 to June 2006 and Chief Operating Officer from May 2001 to April 2002. He was Division President, Drug Delivery Systems from October 1999 to May 2001, and prior thereto, Group President.
John E. Paproski	57	President, Pharmaceutical Delivery Systems since December 2009. He was Vice President of Innovation, from January 2005 to December 2009 and Vice President, Global Product Development from August 1996 to January 2005. He has held numerous other operations and engineering positions within the Company, including Vice President of Rubber Operations from August 1993 to January 2005 and Director of Manufacturing Engineering from 1991 to 1993.

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PART II

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

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

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
	High	Low	High	Low	High	Low	High	Low	High	Low
2013	32.74	27.31	35.45	30.85	41.54	35.25	50.60	39.62	50.60	27.31
2012	21.51	18.68	25.25	19.65	26.74	23.44	28.01	25.25	28.01	18.68

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

Dividends

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

Issuer Purchases of Equity Securities

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

Period	Total number of shares purchased (1)(2)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
October 1 – 31, 2013	—	$	—	—	—
November 1 – 30, 2013	3,979	47.01		—	—
December 1 – 31, 2013	110	48.77		—	—
Total	4,089	$	47.06	—	—

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

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

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Performance Graph

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

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ITEM 6. SELECTED FINANCIAL DATA

FIVE-YEAR SUMMARY

West Pharmaceutical Services, Inc. and Subsidiaries

(in millions, except per share data)	2013			2012			2011			2010			2009
SUMMARY OF OPERATIONS
Net sales	$	1,368.4		$	1,266.4		$	1,192.3		$	1,104.7		$	1,055.7
Operating profit	162.4			135.1			109.6			90.7			97.5
Net income	$	112.3		$	80.7		$	75.5		$	65.3		$	72.6
Net income per share:
Basic (1)	$	1.61		$	1.19		$	1.12		$	0.98		$	1.11
Diluted (2)	1.57			1.15			1.08			0.95			1.06
Weighted average common shares outstanding	69.6			68.1			67.3			66.7			65.7
Weighted average shares assuming dilution	71.4			71.8			74.0			73.5			72.6
Dividends declared per common share	$	0.39		$	0.37		$	0.35		$	0.33		$	0.31
YEAR-END FINANCIAL POSITION
Cash and cash equivalents	$	230.0		$	161.9		$	91.8		$	110.2		$	83.1
Working capital	413.8			295.5			228.8			266.9			226.1
Total assets	1,671.6			1,564.0			1,399.1			1,294.3			1,271.0
Total invested capital:
Total debt	373.5			411.5			349.4			358.4			379.6
Total equity	906.4			728.9			654.9			625.7			579.1
Total invested capital	$	1,279.9		$	1,140.4		$	1,004.3		$	984.1		$	958.7
PERFORMANCE MEASUREMENTS (3)
Gross margin (a)	31.8		%	30.6		%	28.5		%	28.8		%	28.8		%
Operating profitability (b)	11.9		%	10.7		%	9.2		%	8.2		%	9.2		%
Effective tax rate	27.4		%	30.2		%	25.3		%	18.3		%	16.2		%
Return on invested capital (c)	9.8		%	8.8		%	8.2		%	7.6		%	8.9		%
Net debt-to-total invested capital (d)	13.7		%	25.5		%	28.2		%	28.4		%	33.9		%
Research and development expenses	$	37.9		$	33.2		$	29.1		$	23.9		$	19.9
Operating cash flow	220.5			187.4			130.7			138.3			137.7
Stock price range	$50.60-27.31			$28.01-18.68			$23.98-17.75			$22.42-16.37			$20.89-13.93

(1) Based on weighted average common shares outstanding.

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

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

(a) Net sales minus cost of goods and services sold, including applicable depreciation and amortization, divided by net sales.

(b) Operating profit divided by net sales.

(c) Operating profit multiplied by one minus the effective tax rate divided by average total invested capital.

(d) Net debt (total debt less cash and cash equivalents) divided by total invested capital net of cash and cash equivalents.

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

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

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

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

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

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

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

OVERVIEW

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

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

Our Operations

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

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

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

On August 1, 2013, our Board of Directors approved a two-for-one stock split of our outstanding shares of common

stock, effected in the form of a stock dividend. The record date for the stock split was September 12, 2013, and the

share distribution occurred on September 26, 2013. All share and per share amounts presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the impact of the stock

split.

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2013 Financial Performance Highlights

• Net sales were $1,368.4 million, an increase of 8.0% from 2012. Excluding foreign currency effects, net sales increased by $90.6 million, or 7.2%.

• Gross profit was $434.7 million, an increase of 12.1% from 2012, and our gross margin percentage increased by 1.2 margin points to 31.8%.

• Operating profit for 2013 was $162.4 million, an increase of 20.2% from 2012, and our operating profit margin increased by 1.2 margin points to 11.9%.

• Net income for 2013 was $112.3 million, or $1.57 per diluted share, compared to $80.7 million, or $1.15 per diluted share, in 2012.

• Our financial position remains strong, with net cash provided by operating activities totaling $220.5 million in 2013.

• Our Board of Directors approved an increase in the quarterly cash dividend, which began with the fourth quarter 2013 dividend of $0.10 per share.

2014 Business Outlook

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

RESULTS OF OPERATIONS

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

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

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

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Net Sales

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

	Year Ended December 31,									% Change
($ in millions)	2013			2012			2011			2013/2012		2012/2011
Packaging Systems	$	996.0		$	915.1		$	857.4		8.8	%	6.7	%
Delivery Systems	374.1			352.1			336.7			6.2	%	4.6	%
Intersegment sales elimination	(1.7		)	(0.8		)	(1.8		)	—		—
Consolidated net sales	$	1,368.4		$	1,266.4		$	1,192.3		8.0	%	6.2	%

2013 compared to 2012

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

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

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

2012 compared to 2011

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

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

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

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

Gross Profit

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

	Year Ended December 31,									% Change
($ in millions)	2013			2012			2011			2013/2012		2012/2011
Packaging Systems:
Gross Profit	$	361.4		$	318.4		$	276.5		13.5	%	15.2	%
Gross Margin	36.3		%	34.8		%	32.2		%
Delivery Systems:
Gross Profit	$	73.3		$	69.3		$	62.8		5.8	%	10.4	%
Gross Margin	19.6		%	19.7		%	18.6		%
Consolidated Gross Profit	$	434.7		$	387.7		$	339.3		12.1	%	14.3	%
Consolidated Gross Margin	31.8		%	30.6		%	28.5		%

2013 compared to 2012

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

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

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

2012 compared to 2011

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

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

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

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

Research and Development (“R&D”) Costs

	Year Ended December 31,						% Change
($ in millions)	2013		2012		2011		2013/2012		2012/2011
Packaging Systems	$	15.1	$	12.7	$	11.6	18.9	%	9.5	%
Delivery Systems	22.8		20.5		17.5		11.2	%	17.1	%
Consolidated R&D costs	$	37.9	$	33.2	$	29.1	14.2	%	14.1	%

2013 compared to 2012

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

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

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

2012 compared to 2011

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

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

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

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

	Year Ended December 31,									% Change
($ in millions)	2013			2012			2011			2013/2012		2012/2011
Packaging Systems	$	128.4		$	116.7		$	110.6		10.0	%	5.5	%
Delivery Systems	42.6			37.0			35.6			15.1	%	3.9	%
Corporate	63.9			64.4			44.9			(0.8	)%	43.4	%
Consolidated SG&A costs	$	234.9		$	218.1		$	191.1		7.7	%	14.1	%
SG&A as a % of net sales	17.2		%	17.2		%	16.0		%

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2013 compared to 2012

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

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

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

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

2012 compared to 2011

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

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

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

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

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Restructuring and Other Items

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

Expense (income)	Year Ended December 31,
($ in millions)	2013			2012			2011
Packaging Systems	$	0.9		$	1.5		$	1.7
Delivery Systems	(1.5		)	(6.6		)	(0.1		)
Corporate and other unallocated items:
Corporate	0.1			(0.3		)	(0.1		)
Restructuring and related charges	—			2.1			5.3
Impairment charge	—			3.4			—
Special separation benefits	—			—			2.9
Acquisition-related contingencies	—			1.2			(0.2		)
Consolidated restructuring and other items	$	(0.5	)	$	1.3		$	9.5

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

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

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

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

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

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

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

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

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

Operating Profit

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

	Year Ended December 31,									% Change
($ in millions)	2013			2012			2011			2013/2012		2012/2011
Segments:
Packaging Systems	$	217.0		$	187.5		$	152.6		15.7	%	22.9	%
Delivery Systems	9.4			18.4			9.8			(48.9	)%	87.8	%
Corporate and other unallocated items:
Corporate	(64.0		)	(64.1		)	(44.8		)	(0.2	)%	43.1	%
Other unallocated expense	—			(6.7		)	(8.0		)
Consolidated operating profit	$	162.4		$	135.1		$	109.6		20.2	%	23.3	%
Consolidated operating profit margin	11.9		%	10.7		%	9.2		%

2013 compared to 2012

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

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

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

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

2012 compared to 2011

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

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

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

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

Loss on Debt Extinguishment

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

Interest Expense, Net

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

	Year Ended December 31,									% Change
($ in millions)	2013			2012			2011			2013/2012		2012/2011
Interest expense	$	18.6		$	18.6		$	19.3		—	%	(3.6	)%
Capitalized interest	(1.6		)	(1.9		)	(1.1		)	(15.8	)%	72.7	%
Interest income	(1.9		)	(1.8		)	(1.3		)	5.6	%	38.5	%
Interest expense, net	$	15.1		$	14.9		$	16.9		1.3	%	(11.8	)%

2013 compared to 2012

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

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2012 compared to 2011

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

Income Taxes

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

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

During 2013, we recorded a discrete tax charge of $3.5 million, which related to the finalization of a beneficial agreement with local tax authorities in Israel that clarified the future tax status of our entities in Israel and settled a tax audit for the years 2009 through 2011. During 2013, we also recorded a discrete tax charge of $1.3 million resulting from the impact of a change in the enacted tax rate in the United Kingdom on our previously-recorded deferred tax asset balances and a discrete tax benefit of $1.3 million related to the reinstatement of the Research and Development tax credit in January 2013.

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

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

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

Equity in Net Income of Affiliated Companies

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

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

Net Income

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

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

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

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

($ in millions)	2013			2012			2011
Net cash provided by operating activities	$	220.5		$	187.4		$	130.7
Net cash used in investing activities	(149.9		)	(116.0		)	(120.5		)
Net cash used in financing activities	(5.1		)	(3.4		)	(24.7		)

Net Cash Provided by Operating Activities

2013 compared to 2012

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

2012 compared to 2011

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

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Net Cash Used in Investing Activities

2013 compared to 2012

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

2012 compared to 2011

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

Net Cash Used in Financing Activities

2013 compared to 2012

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

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

2012 compared to 2011

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

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

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

Liquidity and Capital Resources

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

($ in millions)	December 31, 2013			December 31, 2012
Cash and cash equivalents	$	230.0		$	161.9
Short-term investments	$	7.5		$	12.4
Working capital	$	413.8		$	295.5
Total debt	$	373.5		$	411.5
Total equity	$	906.4		$	728.9
Net debt-to-total invested capital	13.7		%	25.5		%

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

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

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

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

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

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

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

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

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

Commitments and Contractual Obligations

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

			Payments Due By Period
($ in millions)	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Purchase obligations (1)	$	31.9	$	17.9	$	14.0	$	—	$	—
Long-term debt	373.1		2.2		113.6		88.6		168.7
Interest on long-term debt and interest rate swaps (2)	97.3		14.8		24.2		15.6		42.7
Capital lease obligations	0.4		—		0.4		—		—
Operating lease obligations	53.5		10.5		16.4		9.2		17.4
Other long-term liabilities (3)	13.7		0.1		1.2		2.9		9.5
Total contractual obligations(4)	$	569.9	$	45.5	$	169.8	$	116.3	$	238.3

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

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

(3) Represents acquisition-related contingencies. In connection with certain business acquisitions, we agreed to make payments to the sellers when and if certain operating milestones are achieved, such as sales and operating income targets.

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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

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

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

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

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

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

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

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

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

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

Contingent Consideration

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

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

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ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Foreign Currency Exchange Risk

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

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

Interest Rate Risk

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

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

($ in millions)	2014			2015		2016		2017		2018		Thereafter		Carrying Value		Fair Value
Current Debt:
U.S. dollar denominated	$	0.1												$	0.1	$	0.1
Average interest rate - fixed	8.4		%
U.S. dollar denominated	2.0													2.0		2.0
Average interest rate - variable	5.4		%
Long-Term Debt and Capital Leases:
U.S. dollar denominated (1)				27.1		2.2		22.4		32.5				84.2		84.0
Average interest rate - variable				1.2	%	1.7	%	1.7	%	1.7	%
U.S. dollar denominated												168.6		168.6		158.1
Average interest rate - fixed												3.9	%
Euro denominated						84.6								84.6		89.8
Average interest rate - fixed						4.4	%
Euro denominated								28.9						28.9		28.9
Average interest rate - variable								1.7	%
Yen denominated								4.8						4.8		4.8
Average interest rate - variable								1.6	%

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

Commodity Price Risk

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

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

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF INCOME

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011

(In millions, except per share data)

	2013			2012		2011
Net sales	$	1,368.4		$	1,266.4	$	1,192.3
Cost of goods and services sold	933.7			878.7		853.0
Gross profit	434.7			387.7		339.3
Research and development	37.9			33.2		29.1
Selling, general and administrative expenses	234.9			218.1		191.1
Restructuring and other items (Note 2)	(0.5		)	1.3		9.5
Operating profit	162.4			135.1		109.6
Loss on debt extinguishment	0.2			11.6		—
Interest expense	17.0			16.7		18.2
Interest income	1.9			1.8		1.3
Income before income taxes	147.1			108.6		92.7
Income tax expense	40.2			32.7		23.5
Equity in net income of affiliated companies	5.4			4.8		6.3
Net income	$	112.3		$	80.7	$	75.5
Net income per share:
Basic	$	1.61		$	1.19	$	1.12
Diluted	$	1.57		$	1.15	$	1.08
Weighted average shares outstanding:
Basic	69.6			68.1		67.3
Diluted	71.4			71.8		74.0
Dividends declared per share	$	0.39		$	0.37	$	0.35

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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011

(In millions)

	2013			2012			2011
Net income	$	112.3		$	80.7		$	75.5
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(0.9		)	7.0			(11.8		)
Defined benefit pension and other postretirement plans:
Net actuarial gain (loss) arising during period, net of tax of $20.3, $(6.2) and $(17.9)	33.7			(13.2		)	(30.1		)
Curtailment arising during period, net of tax of $(0.2)	—			—			(0.4		)
Settlement effects arising during period, net of tax of $0.3	—			—			0.5
Less: amortization of actuarial loss, net of tax of $3.6, $2.8 and $2.2	4.9			5.7			3.8
Less: amortization of prior service credit, net of tax of $(0.5), $(0.5) and $(0.5)	(0.8		)	(0.8		)	(0.9		)
Less: amortization of transition obligation	0.1			0.1			0.1
Net gains on investment securities, net of tax of $2.1, $0.2 and $0.2	3.5			0.4			0.3
Net gains (losses) on derivatives, net of tax of $1.8, (2.1) and $(1.1)	3.0			(3.6		)	(1.7		)
Other comprehensive income (loss), net of tax	43.5			(4.4		)	(40.2		)
Comprehensive income	$	155.8		$	76.3		$	35.3

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

42

CONSOLIDATED BALANCE SHEETS

West Pharmaceutical Services, Inc. and Subsidiaries at December 31, 2013 and 2012

(In millions, except per share data)

	2013			2012
ASSETS
Current assets:
Cash, including cash equivalents	$	230.0		$	161.9
Short-term investments	7.5			12.4
Accounts receivable, net	185.7			175.0
Inventories	176.9			162.2
Deferred income taxes	15.9			7.7
Other current assets	34.7			38.1
Total current assets	650.7			557.3
Property, plant and equipment	1,369.0			1,274.8
Less accumulated depreciation and amortization	657.3			605.8
Property, plant and equipment, net	711.7			669.0
Investments in affiliated companies	60.9			59.8
Goodwill	114.2			112.5
Deferred income taxes	61.8			90.3
Intangible assets, net	48.3			50.6
Other noncurrent assets	24.0			24.5
Total Assets	$	1,671.6		$	1,564.0
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and other current debt	$	2.2		$	32.7
Accounts payable	108.0			102.9
Pension and other postretirement benefits	2.2			2.8
Accrued salaries, wages and benefits	59.1			56.5
Income taxes payable	14.3			15.6
Taxes other than income	7.8			7.8
Other current liabilities	43.3			43.5
Total current liabilities	236.9			261.8
Long-term debt	371.3			378.8
Deferred income taxes	18.9			20.8
Pension and other postretirement benefits	83.1			135.4
Other long-term liabilities	55.0			38.3
Total Liabilities	765.2			835.1
Commitments and contingencies (Note 15)
Equity:
Preferred stock, 3.0 million shares authorized; 0 shares issued and 0 shares outstanding in 2013 and 2012	—			—
Common stock, par value $.25 per share; 100.0 million shares authorized; shares issued: 70.4 million and 68.8 million; shares outstanding: 70.2 million and 68.6 million	17.6			17.2
Capital in excess of par value	120.0			70.7
Retained earnings	805.0			719.9
Accumulated other comprehensive loss	(32.4		)	(75.9		)
Treasury stock, at cost (0.2 million shares in 2013 and 2012)	(3.8		)	(3.0		)
Total Equity	906.4			728.9
Total Liabilities and Equity	$	1,671.6		$	1,564.0

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

43

CONSOLIDATED STATEMENT OF EQUITY

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011

(In millions)

	Common Shares Issued		Common Stock		Capital in Excess of Par Value			Number of Treasury Shares		Treasury Stock			Retained earnings			Accumulated other comprehensive loss			Total
Balance, December 31, 2010	68.6		$	17.2	$	68.7		2.0		$	(41.5	)	$	612.6		$	(31.3	)	$	625.7
Net income													75.5						75.5
Stock-based compensation					8.6														8.6
Shares issued under stock plans					(13.1		)	(1.0	)	22.0									8.9
Shares repurchased for employee tax withholdings								0.2		(3.5		)							(3.5		)
Excess tax benefit from employee stock plans					3.5														3.5
Dividends declared													(23.6		)				(23.6		)
Other comprehensive loss, net of tax																(40.2		)	(40.2		)
Balance, December 31, 2011	68.6		17.2		67.7			1.2		(23.0		)	664.5			(71.5		)	654.9
Net income													80.7						80.7
Stock-based compensation					10.9														10.9
Shares issued under stock plans	0.2				(12.5		)	(1.2	)	24.4									11.9
Shares repurchased for employee tax withholdings					(0.3		)	0.2		(4.4		)							(4.7		)
Excess tax benefit from employee stock plans					4.9														4.9
Dividends declared													(25.3		)				(25.3		)
Other comprehensive loss, net of tax																(4.4		)	(4.4		)
Balance, December 31, 2012	68.8		17.2		70.7			0.2		(3.0		)	719.9			(75.9		)	728.9
Net income													112.3						112.3
Stock-based compensation					15.3														15.3
Shares issued under stock plans	1.8		0.4		30.9					(0.8		)							30.5
Shares repurchased for employee tax withholdings	(0.2	)			(5.2		)												(5.2		)
Excess tax benefit from employee stock plans					8.3														8.3
Dividends declared													(27.2		)				(27.2		)
Other comprehensive loss, net of tax																43.5			43.5
Balance, December 31, 2013	70.4		$	17.6	$	120.0		0.2		$	(3.8	)	$	805.0		$	(32.4	)	$	906.4

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

44

CONSOLIDATED STATEMENTS OF CASH FLOWS

West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, 2013, 2012 and 2011

(In millions)

	2013			2012			2011
Cash flows from operating activities:
Net income	$	112.3		$	80.7		$	75.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	81.0			72.8			71.1
Amortization	4.2			4.1			4.6
Loss on debt extinguishment	0.2			11.6			—
Stock-based compensation	21.2			15.5			8.4
Loss (gain) on sales of equipment	0.4			1.7			(0.2		)
Asset impairments	—			6.2			—
Deferred income taxes	1.7			5.3			2.9
Pension and other retirement plans, net	8.0			(2.7		)	(4.5		)
Equity in undistributed earnings of affiliates, net of dividends	(4.8		)	(4.5		)	(6.0		)
Changes in assets/liabilities, net of acquisitions:
Increase in accounts receivable	(9.1		)	(25.7		)	(25.5		)
Increase in inventories	(13.9		)	(8.9		)	(9.3		)
(Increase) decrease in other current assets	(0.6		)	5.8			(3.1		)
Increase in accounts payable	4.6			5.8			24.6
Changes in other assets and liabilities	15.3			19.7			(7.8		)
Net cash provided by operating activities	220.5			187.4			130.7
Cash flows from investing activities:
Capital expenditures	(151.9		)	(131.3		)	(95.4		)
Acquisition of patents and other long-term assets	(3.9		)	(0.7		)	(1.4		)
Sales and maturities of short-term investments	19.1			45.6			15.6
Purchases of short-term investments	(14.2		)	(31.2		)	(41.2		)
Other, net	1.0			1.6			1.9
Net cash used in investing activities	(149.9		)	(116.0		)	(120.5		)
Cash flows from financing activities:
Borrowings under revolving credit agreements	292.7			568.3			193.4
Repayments under revolving credit agreements	(311.0		)	(502.6		)	(199.9		)
Debt issuance costs	—			(7.5		)	(0.3		)
Repayments of long-term debt	(30.5		)	(215.9		)	(0.7		)
Issuance of long-term debt	43.2			168.1			0.2
Dividend payments	(26.8		)	(24.9		)	(23.2		)
Proceeds from exercise of stock options and stock appreciation rights	21.7			8.7			3.9
Employee stock purchase plan contributions	2.5			2.2			1.9
Excess tax benefit from employee stock plans	8.3			4.9			3.5
Shares repurchased for employee tax withholdings	(5.2		)	(4.7		)	(3.5		)
Net cash used in financing activities	(5.1		)	(3.4		)	(24.7		)
Effect of exchange rates on cash	2.6			2.1			(3.9		)
Net increase (decrease) in cash and cash equivalents	68.1			70.1			(18.4		)
Cash, including cash equivalents at beginning of period	161.9			91.8			110.2
Cash, including cash equivalents at end of period	$	230.0		$	161.9		$	91.8
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	16.9		$	15.3		$	18.2
Income taxes paid, net	$	34.4		$	16.1		$	20.4
Accrued capital expenditures	$	17.1		$	54.3		$	33.8
Dividends declared, not paid	$	7.0		$	6.5		$	6.1

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

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:  Summary of Significant Accounting Policies

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

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

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

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

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

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

($ in millions)	2013		2012
Finished goods	$	80.0	$	70.9
Work in process	24.8		23.6
Raw materials	72.1		67.7
	$	176.9	$	162.2

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

Impairment of Goodwill and Other Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, following the completion of our annual budget and long-range planning process, or whenever circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which is the same as, or one level below, our operating segments. Recent accounting guidance allows entities to first assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, to determine whether it is necessary to perform the first step of the two-step quantitative goodwill impairment test. We considered this guidance when performing our annual impairment testing, but elected to continue utilizing the two-step quantitative impairment

46

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

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

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

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

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

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

47

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

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

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

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

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

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

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

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

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

48

Note 2:  Restructuring and Other Items

Restructuring and other items consisted of:

($ in millions)	2013			2012			2011
Restructuring and related charges (reversals):
Severance and post-employment benefits	$	—		$	(1.2	)	$	2.3
Impairments and asset write-offs	—			2.4			—
Other restructuring charges	—			0.9			3.0
Total restructuring and related charges	—			2.1			5.3
Impairment charge	—			3.4			—
Development income	(2.0		)	(6.5		)	—
Acquisition-related contingencies	1.0			1.2			(0.2		)
Special separation benefits	—			—			2.9
Foreign exchange and other	0.5			1.1			1.5
Total restructuring and other items	$	(0.5	)	$	1.3		$	9.5

Restructuring and Related Charges

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

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

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

The following table presents activity related to our restructuring obligations:

($ in millions)	Severance and benefits			Other Costs			Total
Balance, December 31, 2011	$	6.2		$	0.6		$	6.8
Charges (reversals), net	(1.2		)	3.3			2.1
Cash payments	(2.6		)	(1.4		)	(4.0		)
Non-cash adjustments	0.4			(2.5		)	(2.1		)
Balance, December 31, 2012	$	2.8		$	—		$	2.8
Cash payments	(2.8		)	—			(2.8		)
Balance, December 31, 2013	$	—		$	—		$	—

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

49

Other Items

During 2013, we recorded development income of $2.0 million within Delivery Systems. Included in this amount was $1.0 million of income related to a nonrefundable payment of $20.0 million received from a customer in June 2013 in return for the exclusive use of SmartDose within a specific therapeutic area. Unearned income related to this payment of $1.5 million and $17.5 million was included within other current liabilities and other long-term liabilities, respectively, at December 31, 2013. The unearned income is being recognized as development income on a straight-line basis over the remaining thirteen-year term of the agreement. The agreement does not include a future minimum purchase commitment from the customer. Development income recorded within Delivery Systems during 2012 was primarily attributable to services and the reimbursement of certain costs.

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

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

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

Note 3:  Income Taxes

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

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

($ in millions)	2013			2012
Balance at January 1	$	6.8		$	6.3
Additions for tax positions taken in the current year	1.7			0.7
Reduction for expiration of statute of limitations/audits	(1.4		)	(0.2		)
Balance at December 31	$	7.1		$	6.8

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

50

The components of income before income taxes are:

($ in millions)	2013		2012		2011
U.S. operations	$	28.9	$	8.9	$	15.8
International operations	118.2		99.7		76.9
Total income before income taxes	$	147.1	$	108.6	$	92.7

The related provision for income taxes consists of:

($ in millions)	2013			2012		2011
Current:
Federal	$	—		$	—	$	—
State	0.3			0.2		—
International	38.2			27.2		20.6
Current income tax provision	38.5			27.4		20.6
Deferred:
Federal and state	9.2			3.3		2.7
International	(7.5		)	2.0		0.2
Deferred income tax provision	1.7			5.3		2.9
Income tax expense	$	40.2		$	32.7	$	23.5

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

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

($ in millions)	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	20.7		$	21.1
Tax credit carryforwards	36.1			37.0
Restructuring and impairment charges	0.1			0.3
Pension and deferred compensation	51.2			69.8
Other	19.8			15.1
Valuation allowance	(23.5		)	(20.4		)
Total deferred tax assets	104.4			122.9
Deferred tax liabilities:
Accelerated depreciation	40.5			42.8
Other	5.4			3.9
Total deferred tax liabilities	45.9			46.7
Net deferred tax asset	$	58.5		$	76.2

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

	2013		2012		2011
U.S. federal corporate tax rate	35.0	%	35.0	%	35.0	%
Tax on international operations less than U.S. tax rate	(5.3	)	(5.9	)	(8.2	)
Non-benefited losses	—		0.6		—
Reversal of prior valuation allowance	(1.0	)	—		(0.1	)
Reversal of reserves for unrecognized tax benefits	(0.8	)	(0.2	)	(0.8	)
U.S. tax on international earnings, net of foreign tax credits	0.1		(1.2	)	(1.5	)
State income taxes, net of federal tax effect	0.1		(1.0	)	0.7
U.S. research and development credits	(1.8	)	—		(1.1	)
Other business credits and Section 199 Deduction	(0.5	)	(1.0	)	(1.3	)
Non-deductible debt premium	—		2.0		—
Other	1.6		1.9		2.6
Effective tax rate	27.4	%	30.2	%	25.3	%

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

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

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

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

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

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

Note 4:  Segment Information

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

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

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

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

($ in millions)	2013			2012			2011
Packaging Systems	$	996.0		$	915.1		$	857.4
Proprietary products	92.7			77.0			67.4
Contract manufacturing	281.4			275.1			269.3
Delivery Systems	374.1			352.1			336.7
Intersegment sales elimination	(1.7		)	(0.8		)	(1.8		)
Net sales	$	1,368.4		$	1,266.4		$	1,192.3

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

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

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

	Sales						Property, Plant and Equipment, Net
($ in millions)	2013		2012		2011		2013		2012		2011
United States	$	614.5	$	592.8	$	543.6	$	336.0	$	322.0	$	272.6
Germany	219.6		184.4		184.1		124.4		117.2		118.1
France	112.6		102.6		94.2		43.4		42.1		41.3
Other European countries	279.4		251.4		242.7		83.2		72.3		69.9
Other	142.3		135.2		127.7		124.7		115.4		91.7
	$	1,368.4	$	1,266.4	$	1,192.3	$	711.7	$	669.0	$	593.6

The following tables provide summarized financial information for our segments:

($ in millions)	Packaging Systems		Delivery Systems		Corporate and Eliminations			Consolidated
2013
Net sales	$	996.0	$	374.1	$	(1.7	)	$	1,368.4
Operating profit	$	217.0	$	9.4	$	(64.0	)	$	162.4
Loss on debt extinguishment	—		—		(0.2		)	(0.2		)
Interest expense, net	—		—		(15.1		)	(15.1		)
Income before income taxes	$	217.0	$	9.4	$	(79.3	)	$	147.1
Segment assets	$	1,048.9	$	429.3	$	193.4		$	1,671.6
Capital expenditures	81.3		28.5		42.1			151.9
Depreciation and amortization expense	55.5		20.9		8.8			85.2
2012
Net sales	$	915.1	$	352.1	$	(0.8	)	$	1,266.4
Operating profit	$	187.5	$	18.4	$	(70.8	)	$	135.1
Loss on debt extinguishment	—		—		(11.6		)	(11.6		)
Interest expense, net	—		—		(14.9		)	(14.9		)
Income before income taxes	$	187.5	$	18.4	$	(97.3	)	$	108.6
Segment assets	$	942.7	$	389.3	$	232.0		$	1,564.0
Capital expenditures	74.3		24.5		32.5			131.3
Depreciation and amortization expense	52.7		18.4		5.8			76.9
2011
Net sales	$	857.4	$	336.7	$	(1.8	)	$	1,192.3
Operating profit	$	152.6	$	9.8	$	(52.8	)	$	109.6
Interest expense, net	—		—		(16.9		)	(16.9		)
Income before income taxes	$	152.6	$	9.8	$	(69.7	)	$	92.7
Segment assets	$	843.5	$	365.6	$	190.0		$	1,399.1
Capital expenditures	66.2		26.1		3.1			95.4
Depreciation and amortization expense	53.6		18.5		3.6			75.7

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

Note 5:  Net Income Per Share

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

($ and shares in millions)	2013		2012		2011
Net income, as reported, for basic net income per share	$	112.3	$	80.7	$	75.5
Plus: interest expense on convertible debt, net of tax	—		2.0		4.3
Net income for diluted net income per share	$	112.3	$	82.7	$	79.8
Weighted average common shares outstanding	69.6		68.1		67.3
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.7		1.1		0.9
Assumed conversion of convertible debt, based on the if-converted method	0.1		2.6		5.8
Weighted average shares assuming dilution	71.4		71.8		74.0

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

Note 6: Accumulated Other Comprehensive Loss

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

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2012	$	(9.0	)	$	0.8	$	(84.9	)	$	17.2		$	(75.9	)
Other comprehensive (loss) income before reclassifications	(1.8		)	3.5		33.7			(0.9		)	34.5
Amounts reclassified out	4.8			—		4.2			—			9.0
Other comprehensive income (loss), net of tax	3.0			3.5		37.9			(0.9		)	43.5
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)

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

Detail of components	2013			Location on Statement of Income
Losses on cash flow hedges:
Foreign currency contracts	$	(5.1	)	Cost of goods and services sold
Interest rate swap contracts	(2.6		)	Interest expense
Forward treasury locks	(0.3		)	Interest expense
Total before tax	(8.0		)
Tax expense	3.2
Net of tax	$	(4.8	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	(0.1	)	(a)
Prior service cost	1.3			(a)
Actuarial losses	(8.5		)	(a)
Total before tax	(7.3		)
Tax expense	3.1
Net of tax	$	(4.2	)
Total reclassifications for the period, net of tax	$	(9.0	)

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

Note 7: Goodwill and Intangible Assets

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

($ in millions)	Packaging Systems		Delivery Systems		Total
Balance, December 31, 2011	$	35.9	$	75.6	$	111.5
Foreign currency translation	0.8		0.2		1.0
Balance, December 31, 2012	36.7		75.8		112.5
Foreign currency translation	1.3		0.4		1.7
Balance, December 31, 2013	$	38.0	$	76.2	$	114.2

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

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

	2013							2012
($ in millions)	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Patents and licensing	$	20.7	$	(9.4	)	$	11.3	$	19.2	$	(7.8	)	$	11.4
In-process R&D/technology	3.5		(0.1		)	3.4		3.5		(0.1		)	3.4
Trademarks	12.1		(1.1		)	11.0		12.1		(1.0		)	11.1
Customer relationships	29.7		(14.6		)	15.1		29.7		(12.9		)	16.8
Customer contracts	11.7		(4.2		)	7.5		11.6		(3.7		)	7.9
	$	77.7	$	(29.4	)	$	48.3	$	76.1	$	(25.5	)	$	50.6

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

Note 8: Property, Plant and Equipment

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

($ in millions)	Expected useful lives (years)	2013		2012
Land		$	15.7	$	9.0
Buildings and improvements	5-50	397.5		310.9
Machinery and equipment	10-15	655.2		607.1
Molds and dies	4-7	95.7		90.1
Computer hardware and software	3-10	107.1		102.5
Construction in progress		97.8		155.2
		$	1,369.0	$	1,274.8

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

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

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

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

Note 9: Affiliated Companies

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

	Location	Ownership interest
The West Company Mexico, S.A. de C.V.	Mexico	49%
Aluplast S.A. de C.V.	Mexico	49%
Pharma Tap S.A. de C.V.	Mexico	49%
Pharma Rubber S.A. de C.V.	Mexico	49%
Daikyo	Japan	25%

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

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

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

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

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Note 10:  Debt

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

($ in millions)	December 31, 2013		December 31, 2012
Euro note A, due 2013 (4.22%)	$	—	$	26.9
Term loan, due 2014 (8.40%)	0.1		0.2
Series B floating rate notes, due 2015 (1.14%)	25.0		25.0
Euro note B, due 2016 (4.38%)	84.1		80.8
Capital leases, due through 2016 (6.0%)	0.4		0.7
Revolving credit facility, due 2017 (1.68%)	53.7		71.5
Term loan, due 2018 (1.67%)	41.3		35.3
Note payable, due 2019	0.3		—
Series A notes, due 2022 (3.67%)	42.0		42.0
Series B notes, due 2024 (3.82%)	53.0		53.0
Series C notes, due 2027 (4.02%)	73.0		73.0
Convertible debt, due 2047 (4.0%)	0.6		3.1
Total debt	373.5		411.5
Less: current portion of long-term debt	2.2		32.7
Long-term debt	$	371.3	$	378.8

Revolving Credit Facility

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

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

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

Series B Notes

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

Euro-denominated Notes

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

Convertible Debt

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

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

Private Placement

In 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount of the private placement issuance was divided into three tranches - $42.0 million3.67% Series A Notes due July 5, 2022, $53.0 million3.82% Series B Notes due July 5, 2024, and $73.0 million4.02% Series C Notes due July 5, 2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The proceeds from the issuance reduced indebtedness under our revolving credit facility that was incurred to finance our repurchase of our Convertible Debentures discussed above. The weighted average of the coupon interest rates on the Notes is 3.87%. Related interest-rate hedging and transaction costs incurred increase the annual effective rate of interest on the Notes to an estimated 4.16%. Refer to Note 11, Derivative Financial Instruments, for additional discussion of the related interest rate hedge. In connection with this issuance, we incurred lender and other third party costs of $1.2 million which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term of the Notes.

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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, 2013, we were in compliance with all of our debt covenants, and we expect to continue to be in compliance with the terms of these agreements throughout 2014.

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

Note 11:  Derivative Financial Instruments

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

Interest Rate Risk

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

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

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

Foreign Exchange Rate Risk

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

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

Commodity Price Risk

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

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

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

Effects of Derivative Instruments on Financial Position and Results of Operations

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

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

	Amount of Gain (Loss) Recognized in OCI						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income					Location of Gain (Loss) Reclassified from Accumulated OCI into Income
($ in millions)	2013			2012			2013			2012
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	(2.5		)	(0.8		)	3.3			—		Cost of goods and services sold
Interest rate swap contracts	0.2			(1.9		)	1.6			2.0		Interest expense
Forward treasury locks	—			(2.9		)	0.2			0.2		Interest expense
Total	$	(1.9	)	$	(5.8	)	$	4.9		$	2.2
Net Investment Hedges:
Foreign currency-denominated debt	$	(2.1	)	$	(1.1	)	$	—		$	—	Foreign exchange and other
Total	$	(2.1	)	$	(1.1	)	$	—		$	—

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

Note 12:  Fair Value Measurements

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

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

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

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

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

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	12.1		12.1		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	22.0	$	12.1	$	5.6	$	4.3

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2012		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	12.4	$	12.4	$	—	$	—
Deferred compensation assets	4.0		4.0		—		—
	$	16.4	$	16.4	$	—	$	—
Liabilities:
Contingent consideration	$	3.3	$	—	$	—	$	3.3
Deferred compensation liabilities	7.6		7.6		—		—
Interest rate swap contracts	8.6		—		8.6		—
Foreign currency contracts	1.4		—		1.4		—
	$	20.9	$	7.6	$	10.0	$	3.3

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

Level 3 Fair Value Measurements

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

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

	($ in millions)
Balance, December 31, 2011	$	2.1
Increase in fair value recorded in earnings	1.2
Balance, December 31, 2012	3.3
Increase in fair value recorded in earnings	1.0
Balance, December 31, 2013	$	4.3

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

Other Financial Instruments

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

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

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Note 13:  Benefit Plans

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

Pension and Other Retirement Benefits

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

	Pension benefits									Other retirement benefits
($ in millions)	2013			2012			2011			2013			2012			2011
Net periodic benefit cost:
Service cost	$	9.7		$	8.5		$	8.9		$	1.1		$	1.3		$	1.2
Interest cost	14.8			15.5			16.0			0.6			1.0			1.0
Expected return on assets	(17.3		)	(16.4		)	(16.0		)	—			—			—
Amortization of prior service (credit) cost	(1.3		)	(1.4		)	(1.5		)	—			0.1			0.1
Amortization of transition obligation	0.1			0.1			0.1			—			—			—
Amortization of actuarial loss (gain)	9.2			8.5			6.0			(0.7		)	—			—
Curtailment	—			—			(0.2		)	—			—			—
Settlement effects	—			—			0.8			—			—			—
Net periodic benefit cost	$	15.2		$	14.8		$	14.1		$	1.0		$	2.4		$	2.3
Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net (gain) loss arising during period	$	(35.5	)	$	17.3		$	46.7		$	(18.5	)	$	2.1		$	1.3
Amortization of prior service credit (cost)	1.3			1.4			1.5			—			(0.1		)	(0.1		)
Amortization of transition obligation	(0.1		)	(0.1		)	(0.1		)	—			—			—
Amortization of actuarial (loss) gain	(9.2		)	(8.5		)	(6.0		)	0.7			—			—
Curtailment	—			—			0.2			—			—			0.4
Settlement effects	—			—			(0.8		)	—			—			—
Total recognized in other comprehensive income	$	(43.5	)	$	10.1		$	41.5		$	(17.8	)	$	2.0		$	1.6
Total recognized in net periodic benefit cost and other comprehensive income	$	(28.3	)	$	24.9		$	55.6		$	(16.8	)	$	4.4		$	3.9

Net periodic benefit cost by geographic location is as follows:

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
U.S. plans	$	11.9	$	12.0	$	11.4	$	1.0	$	2.4	$	2.3
International plans	3.3		2.8		2.7		—		—		—
Net periodic benefit cost	$	15.2	$	14.8	$	14.1	$	1.0	$	2.4	$	2.3

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

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation, January 1	$	(363.2	)	$	(319.9	)	$	(26.0	)	$	(21.7	)
Service cost	(9.7		)	(8.5		)	(1.1		)	(1.3		)
Interest cost	(14.8		)	(15.5		)	(0.6		)	(1.0		)
Participants' contributions	(0.6		)	—			(0.5		)	(0.5		)
Actuarial gain (loss)	12.9			(32.4		)	18.5			(2.1		)
Amendments/transfers in	—			(0.3		)	—			—
Benefits/expenses paid	16.4			15.3			0.5			0.6
Foreign currency translation	(1.8		)	(1.9		)	—			—
Benefit obligation, December 31	$	(360.8	)	$	(363.2	)	$	(9.2	)	$	(26.0	)
Change in plan assets:
Fair value of assets, January 1	$	251.0		$	213.3		$	—		$	—
Actual return on assets	40.5			32.3			—			—
Employer contribution	8.2			19.8			—			0.1
Participants' contribution	0.6			—			0.5			0.5
Benefits/expenses paid	(16.4		)	(15.3		)	(0.5		)	(0.6		)
Foreign currency translation	0.8			0.9			—			—
Fair value of assets, December 31	$	284.7		$	251.0		$	—		$	—
Funded status at end of year	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

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

Amounts recognized in the balance sheet were as follows:

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Current liabilities	$	(1.5	)	$	(1.6	)	$	(0.7	)	$	(1.2	)
Noncurrent liabilities	(74.6		)	(110.6		)	(8.5		)	(24.8		)
	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Net actuarial loss (gain)	$	95.2		$	140.0		$	(15.5	)	$	2.3
Transition obligation	0.3			0.4			—			—
Prior service (credit) cost	(7.4		)	(8.8		)	—			—
Total	$	88.1		$	131.6		$	(15.5	)	$	2.3

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

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

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

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

($ in millions)	Domestic Plans		International Plans		Total
2014	$	31.4	$	1.6	$	33.0
2015	20.5		1.5		22.0
2016	22.3		1.6		23.9
2017	24.4		2.0		26.4
2018	24.3		2.3		26.6
2019 to 2023	133.8		15.8		149.6
	$	256.7	$	24.8	$	281.5

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

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

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
Discount rate	3.99	%	4.78	%	5.55	%	3.50	%	4.50	%	5.25	%
Rate of compensation increase	4.24	%	4.29	%	4.33	%	—		—		—
Long-term rate of return on assets	7.12	%	7.37	%	7.59	%	—		—		—

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

	Pension benefits				Other retirement benefits
	2013		2012		2013		2012
Discount rate	4.82	%	4.07	%	4.55	%	3.50	%
Rate of compensation increase	4.37	%	4.39	%	—		—

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

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

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

	2013		2012
Equity securities	66	%	65	%
Debt securities	32	%	34	%
Other	2	%	1	%
	100	%	100	%

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

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

	Target allocation	Allocation range
Equity securities	65%	60%-70%
Debt securities	35%	30%-40%
Other	—%	0%-5%

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

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

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2013		Level 1		Level 2		Level 3
Cash	$	1.0	$	1.0	$	—	$	—
Equity securities:
Indexed mutual funds	132.6		132.6		—		—
International mutual funds	55.4		55.4		—		—
Fixed income securities:
Mutual funds	87.4		87.4		—		—
Insurance contract	1.2		—		1.2		—
Balanced mutual fund	7.1		7.1		—		—
	$	284.7	$	283.5	$	1.2	$	—

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2012		Level 1		Level 2		Level 3
Equity securities:
Indexed mutual funds	$	111.4	$	111.4	$	—	$	—
International mutual funds	49.6		49.6		—		—
Fixed income securities:
Mutual funds	83.8		83.8		—		—
Insurance contract	1.3		—		1.3		—
Balanced mutual fund	4.9		4.9		—		—
	$	251.0	$	249.7	$	1.3	$	—

Note 14:  Stock-Based Compensation

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

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

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

($ in millions)	2013		2012		2011
Stock option and appreciation rights	$	7.7	$	5.3	$	4.4
Performance-vesting shares	6.5		6.0		3.0
Performance-vesting units	2.4		0.9		0.2
Performance-vesting shares/units dividend equivalents	0.4		0.1		0.1
Employee stock purchase plan	0.4		0.4		0.3
Deferred compensation plans	3.8		2.8		0.4
Total stock-based compensation expense	$	21.2	$	15.5	$	8.4

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

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

Stock Options

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

The following table summarizes changes in outstanding options:

(in millions, except per share data)	2013		2012		2011
Options outstanding, January 1	5.6		5.8		5.7
Granted	0.9		1.2		1.0
Exercised	(1.6	)	(1.4	)	(0.8	)
Forfeited	(0.1	)	—		(0.1	)
Options outstanding, December 31	4.8		5.6		5.8
Options exercisable, December 31	2.3		3.0		3.5

Weighted Average Exercise Price	2013		2012		2011
Options outstanding, January 1	$	19.83	$	17.88	$	16.16
Granted	29.71		21.47		20.43
Exercised	18.97		13.12		8.84
Forfeited	23.10		20.66		19.84
Options outstanding, December 31	$	21.99	$	19.83	$	17.88
Options exercisable, December 31	$	19.51	$	19.01	$	16.46

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

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

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

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

Stock Appreciation Rights

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

The following table summarizes changes in outstanding SARs:

	2013		2012		2011
SARs outstanding, January 1	389,686		320,336		222,096
Granted	132,566		145,018		126,048
Exercised	(147,148	)	(75,668	)	(15,370	)
Forfeited	—		—		(12,438	)
SARs outstanding, December 31	375,104		389,686		320,336
SARs exercisable, December 31	56,938		110,292		117,800

Weighted Average Exercise Price	2013		2012		2011
SARs outstanding, January 1	$	20.81	$	20.17	$	19.87
Granted	29.56		21.22		20.57
Exercised	20.47		18.91		19.58
Forfeited	—		—		19.59
SARs outstanding, December 31	24.03		20.81		20.17
SARs exercisable, December 31	$	20.95	$	20.70	$	19.86

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Performance Awards

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

The following table summarizes changes in our outstanding PVS awards:

	2013			2012			2011
Non-vested PVS awards, January 1	652,662			657,038			695,100
Granted at target level	175,498			209,680			202,198
Adjustments above/(below) target	38,330			(120,155		)	(116,355		)
Vested and converted	(273,044		)	(83,859		)	(103,507		)
Forfeited	(15,088		)	(10,042		)	(20,398		)
Non-vested PVS awards, December 31	578,358			652,662			657,038
Weighted Average Grant Date Fair Value	2013			2012			2011
Non-vested PVS awards, January 1	$	21.42		$	19.39		$	19.61
Granted at target level	29.67			21.33			20.43
Adjustments above/(below) target	23.83			13.86			20.97
Vested and converted	29.56			21.22			20.43
Forfeited	23.29			20.98			19.23
Non-vested PVS awards, December 31	$	23.79		$	21.42		$	19.39

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

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

The following table summarizes changes in our outstanding PVU awards:

	2013		2012		2011
Non-vested PVU awards, January 1	69,240		54,572		46,840
Granted at target level	25,538		27,100		26,884
Adjustments above/(below) target	3,000		(7,156	)	(8,330	)
Vested and converted	(18,322	)	(5,276	)	(7,386	)
Forfeited	—		—		(3,436	)
Non-vested PVU awards, December 31	79,456		69,240		54,572

72

Weighted Average Grant Date Fair Value	2013		2012		2011
Non-vested PVU awards, January 1	$	20.98	$	19.65	$	19.47
Granted at target level	29.56		21.22		20.56
Adjustments above/(below) target	25.30		15.22		20.53
Vested and converted	29.56		21.22		20.43
Forfeited	—		—		18.77
Non-vested PVU awards, December 31	$	23.86	$	20.98	$	19.65

Employee Stock Purchase Plan

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

Deferred Compensation Plans

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

Annual Incentive Plan

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

Note 15:  Commitments and Contingencies

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

73

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

Year	($ in millions)
2014	$	10.5
2015	9.0
2016	7.4
2017	5.1
2018	4.1
Thereafter	17.4
Total	$	53.5

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

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

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

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

Note 16:  New Accounting Standards

Recently Adopted Standards

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

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

74

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

Standards Issued Not Yet Adopted

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

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

75

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

West Pharmaceutical Services, Inc.

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

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

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

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 27, 2014

76

Quarterly Operating and Per Share Data (Unaudited)

($ in millions, except per share data)	First Quarter (1)		Second Quarter (2)		Third Quarter (3)		Fourth Quarter (4)		Full Year
2013
Net sales	$	339.4	$	344.5	$	341.8	$	342.7	$	1,368.4
Gross profit	111.7		110.9		105.5		106.6		434.7
Net income	$	31.7	$	30.2	$	26.8	$	23.6	$	112.3
Net income per share:
Basic	$	0.46	$	0.44	$	0.38	$	0.33	$	1.61
Diluted	$	0.45	$	0.43	$	0.37	$	0.33	$	1.57
2012
Net sales	$	316.3	$	324.8	$	303.8	$	321.5	$	1,266.4
Gross profit	101.1		98.7		90.4		97.5		387.7
Net income	$	29.2	$	15.6	$	14.8	$	21.1	$	80.7
Net income per share:
Basic	$	0.43	$	0.23	$	0.22	$	0.31	$	1.19
Diluted	$	0.41	$	0.23	$	0.22	$	0.30	$	1.15

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

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

(1) First quarter 2013 net income included a loss on debt extinguishment of $0.2 million and $1.3 million ($0.02 per diluted share) of discrete tax items. Net income for the first quarter 2012 included restructuring and related charges of $0.3 million, $0.3 million of discrete tax items and $0.1 million related to an increase in acquisition-related contingencies.

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

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

(4) Net income for the fourth quarter of 2013 included $3.5 million ($0.05 per diluted share) of discrete tax items. Fourth quarter 2012 net income included $0.3 million related to an increase in acquisition-related contingencies and $0.1 million of restructuring and related charges.

77

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

None.

ITEM 9A.  CONTROLS AND PROCEDURES

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

Evaluation of Disclosure Controls and Procedures

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

Management's Report on Internal Control over Financial Reporting

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework established in “Internal Control-Integrated Framework (1992)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2013.

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

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

78

Changes in Internal Controls

During the fourth quarter ended December 31, 2013, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

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

Equity Compensation Plan Information Table

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

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	5,970,780	(1)	$	21.99	(2)	9,479,205	(3)
Equity compensation plans not approved by security holders	—		—			—
Total	5,970,780		$	21.99		9,479,205

79

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

⁽²⁾  Restricted performance share and deferred stock-equivalent units are excluded when determining the weighted-average exercise price of outstanding options.

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

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

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

Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011

Consolidated Balance Sheets at December 31, 2013 and 2012

Consolidated Statement of Equity for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

80

(a) 2. Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

($ in millions)	Balance at beginning of period		Charged to costs and expenses			Deductions (1)			Balance at end of period
For the year ended December 31, 2013
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	20.4	$	2.8		$	0.3		$	23.5
Allowance for doubtful accounts	0.5		—			0.3			0.8
Total allowances deducted from assets	$	20.9	$	2.8		$	0.6		$	24.3
For the year ended December 31, 2012
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	19.3	$	0.6		$	0.5		$	20.4
Allowance for doubtful accounts	0.3		0.3			(0.1		)	0.5
Total allowances deducted from assets	$	19.6	$	0.9		$	0.4		$	20.9
For the year ended December 31, 2011
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	24.9	$	(0.2	)	$	(5.4	)	$	19.3
Allowance for doubtful accounts	0.5		(0.1		)	(0.1		)	0.3
Total allowances deducted from assets	$	25.4	$	(0.3	)	$	(5.5	)	$	19.6

__________________________

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

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

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

(b) See subsection (a) 3. above.

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

81

SIGNATURES

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.

WEST PHARMACEUTICAL SERVICES, INC.

(Registrant)

By: /s/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

February 27, 2014

82

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

Signature	Title	Date
/s/ Donald E. Morel, Jr., Ph.D	Director, Chief Executive Officer and Chairman	February 27, 2014
Donald E. Morel, Jr., Ph.D	of the Board (Principal Executive Officer)
/s/ Daniel Malone	Vice President and Controller	February 27, 2014
Daniel Malone	(Principal Accounting Officer)
/s/ William J. Federici	Senior Vice President and Chief Financial Officer	February 27, 2014
William J. Federici	(Principal Financial Officer)
/s/ Mark A. Buthman	Director	February 18, 2014
Mark A. Buthman*
/s/ William F. Feehery	Director	February 18, 2014
William F. Feehery*
/s/ Thomas W. Hofmann	Director	February 18, 2014
Thomas W. Hofmann*
/s/ L. Robert Johnson	Director	February 18, 2014
L. Robert Johnson*
/s/ Paula A. Johnson	Director	February 18, 2014
Paula A. Johnson*
/s/ Myla Lai-Goldman, M.D.	Director	February 18, 2014
Myla Lai-Goldman, M.D.*
/s/ Douglas A. Michels	Director	February 18, 2014
Douglas A. Michels*
/s/ John H. Weiland	Director	February 18, 2014
John H. Weiland*
/s/ Anthony Welters	Director	February 18, 2014
Anthony Welters*
/s/ Patrick J. Zenner	Director	February 18, 2014
Patrick J. Zenner*

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

83

EXHIBIT INDEX

Exhibit Number	Description
3.1	Our Amended and Restated Articles of Incorporation effective December 17, 2007 are incorporated by reference from our Form 8-K dated December 17, 2007.
3.2	Certificate of Amendment of our Amended and Restated Articles of Incorporation, is incorporated by reference from our Form 8-K filed on August 26, 2013.
3.3	Our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.1	Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999.
4.2	Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by reference from our Form 8-K dated December 17, 2007.
4.3	Article I and V of our Bylaws, as amended through October 14, 2008 are incorporated by reference from our Form 8-K dated October 20, 2008.
4.4 (1)	Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
10.1	First Amendment to Credit Agreement, dated February 1, 2013, among West Pharmaceutical Services, Inc., certain of its subsidiaries, the several banks and other financial institutions party thereto, and PNC Bank, National Association, as administrative agent for the Lenders incorporated by reference from our Form 8-K filed on February 6, 2013.
10.2	Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named therein is incorporated by reference from our Form 8-K filed on July 10, 2012.
10.3	Credit Agreement, dated April 27, 2012, by and among West Pharmaceutical Services, Inc., our direct and indirect subsidiaries from time to time parties thereto, the several banks and other financial institutions from time to time parties thereto and PNC Bank, National Association, as administrative agent for the Lenders incorporated by reference from our Form 8-K filed on May 3, 2012.
10.4	Lease Agreement dated December 17, 2010, by and between us and 530 Regency Drive Associates, L.P., a Pennsylvania limited partnership, is incorporated by reference from our 8-K dated December 22, 2010.
10.5	Letter to 530 Regency Drive Associates, L.P. exercising purchase option.
10.6	Lease dated as of December 31, 1992 between Lion Associates, L.P. and us relating to the lease of our headquarters in Lionville, Pa. is incorporated by reference from our 1992 10-K report.
10.7	First Addendum to Lease dated as of May 22, 1995 between Lion Associates, L.P. and us is incorporated by reference from our 1995 10-K report.
10.8	Lease dated as of December 14, 1999 between White Deer Warehousing & Distribution Center, Inc. and us relating to the lease of our site in Montgomery, Pa. is incorporated by reference from our 2002 10-K report.
10.9 (2)	1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective as of April 27, 1999 (now terminated), is incorporated by reference from our 10-Q report for the quarter ended June 30, 1999.
10.10 (2)	Amendment No. 1 to 1999 Non-Qualified Stock Option Plan for Non-Employee Directors, effective October 30, 2001, is incorporated by reference from our 2001 10-K report.
10.11 (2)	Form of Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers dated as of March 25, 2000 is incorporated by reference from our 10-Q report for the quarter ended March 31, 2000.
10.12 (2)	Form of Amendment No. 1 to Second Amended and Restated Change-in-Control Agreement dated as of May 1, 2001 between us and certain of our executive officers is incorporated by reference from our 2001 10-K report.

F-1

Exhibit Number	Description
10.13 (2)	Form of Amendment No. 2 to Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers, dated as of various dates in December 2008, is incorporated by reference from our 2008 10-K report.
10.14 (2)	Schedule of agreements with executive officers is incorporated by reference from our 2008 10-K report.
10.15 (2)	Change-in-Control Agreement, dated as of January 21, 2011, between us and Jeffrey C. Hunt, is incorporated by reference from our 2011 10-K report.
10.16 (2)	Change-in-Control Agreement, dated as of May 3, 2012, between us and John Paproski.
10.17 (2)	Change-in-Control Agreement, dated as of August 16, 2012, between us and Daniel Malone.
10.18 (2)	Change-in-Control Agreement, dated as of August 15, 2012, between us and Karen Flynn.
10.19 (2)	Non-Competition Agreement, dated as of October 5, 1994, between us and Steven A. Ellers, is incorporated by reference from our 2007 10-K report.
10.20 (2)	Employment Agreement, dated as of April 30, 2002, between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002.
10.21 (2)	Amendment #1 to the Employment Agreement between us and Donald E. Morel, Jr., dated as of December 19, 2008, is incorporated by reference from our 2008 10-K report.
10.22 (2)	Non-Qualified Stock Option Agreement, dated as of April 30, 2002 between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002.
10.23 (2)	Indemnification Agreement, dated as of January 5, 2009 between us and Donald E. Morel, Jr. is incorporated by reference from our Form 8-K dated January 6, 2009.
10.24 (2)	Supplemental Employees' Retirement Plan, as amended and restated effective January 1, 2008, is incorporated by reference from our 2008 10-K report.
10.25 (2)	Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, 2008, is incorporated by reference from our 2008 10-K report.
10.26 (2)	Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30, 2013.
10.27 (2)	1998 Key Employee Incentive Compensation Plan, dated March 10, 1998 (now terminated) is incorporated by reference from our 1997 10-K report.
10.28 (2)	Amendment No. 1 to 1998 Key Employees Incentive Compensation Plan, effective October 30, 2001 is incorporated by reference from our 2001 10-K report.
10.29 (2)	West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan is incorporated by reference from our Form 8-K filed on May 6, 2011.
10.30 (2)	2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007, is incorporated by reference to Exhibit 99.1 of the Company's Form 8-K dated May 4, 2007.
10.31 (2)	2004 Stock-Based Compensation Plan (now terminated) is incorporated by reference from our Proxy Statement for the 2004 Annual Meeting of Shareholders.
10.32 (2)	Form of Director 2004 Non-Qualified Stock Option Award Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.
10.33 (2)	Form of Director 2004 Stock Unit Award Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.
10.34 (2)	Form of Director 2004 Non-Qualified Stock Option Agreement, issued pursuant to the 2004 Stock-Based Compensation Plan is incorporated by reference from our 10-Q report for the quarter ended September 30, 2004.
10.35 (2)	Form of Executive 2005 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.

F-2

Exhibit Number	Description
10.36 (2)	Form of Director 2005 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.37 (2)	Form of Director 2005 Stock Unit Share Award Notice is incorporated by reference from our 10-Q report for the quarter ended September 30, 2005.
10.38 (2)	Form of Executive 2006 Bonus and Incentive Share Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.39 (2)	Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.40 (2)	Form of 2006 Performance-Vesting Restricted (“PVR”) Share Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006.
10.41 (2)	Form of Director 2006 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006.
10.42 (2)	Form of Director 2006 Stock Unit Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006.
10.43 (2)	Form of 2007 Bonus and Incentive Share Award, issued pursuant to the 2004 Stock-Based Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2007.
10.44 (2)	Form of 2007 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2004 Stock-Based Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2007.
10.45 (2)	Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended June 30, 2007.
10.46 (2)	Form of 2008 Bonus and Incentive Share Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2008.
10.47 (2)	Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2008.
10.48 (2)	Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 2008 10-K report.
10.49 (2)	Form of 2009 Supplemental Long-Term Incentive Award, is incorporated by reference from our 10-Q report for the quarter ended September 30, 2009.
10.5	Credit Agreement, dated June 3, 2011, by and among us, certain of our subsidiaries, several banks and other financial institutions from time to time parties thereto (the "Lenders") and PNC Bank, National Association, as administrative agent for the Lenders.
10.51	Security Agreement, dated June 3, 2011, by and among us, the subsidiaries of the Company listed on the signature pages thereto and PNC Bank, National Association, as administrative agent, for the holders of the Obligations.
10.52 (3)	Agreement, effective as of January 1, 2005, between us and The Goodyear Tire & Rubber Company is incorporated by reference from our 10-Q report for the quarter ended June 30, 2005.
10.53 (3)	First Agreement to Amend to Agreement, effective as of July 1, 2008, between us and The Goodyear Tire & Rubber Company is incorporated by reference from our 10-Q report for the quarter ended March 31, 2009.
10.54 (3)	Supply Agreement, dated as of October 1, 2007, between us and Becton, Dickinson and Company is incorporated by reference from our 2007 10-K report.
10.55	Distributorship Agreement, dated January 25, 2007, between Daikyo Seiko, Ltd. and us is incorporated by reference from our 2006 10-K report.
10.56 (3)	Amended and Restated Technology Exchange and Cross License Agreement, dated January 25, 2007, between us and Daikyo Seiko, Ltd. is incorporated by reference from our 2006 10-K report.

F-3

Exhibit Number	Description
10.57 (3)	Global Supply Agreement by and between ExxonMobil Chemical Company and us, entered into on July 28, 2011, and effective from January 1, 2011 through December 31, 2013 is incorporated by reference from our Form 8-K report filed on July 1, 2011.
10.58 (2)	Amendment to Letter Agreement, dated as of May 1, 2003, between us and Robert S. Hargesheimer is incorporated by reference from our 2003 10-K report.
10.59 (2)	Amendment #2 to Letter Agreement, dated as of December 19, 2008, between us and Robert S. Hargesheimer, is incorporated by reference from our 2008 10-K report.
10.60 (2)	Letter Agreement dated as of March 30, 2006 between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006.
10.61	Note Purchase Agreement, dated as of July 28, 2005, among us and each of the purchasers listed on Schedule A thereto, is incorporated by reference from our 8-K report dated August 3, 2005.
10.62	Indemnification agreements between us and each of our directors in the form of Exhibit 10.1 to our Form 8-K report dated January 6, 2009, which is incorporated by reference.
12.1	Computation of Ratio of Earnings to Fixed Charges.
21.	Subsidiaries of the Company.
23.	Consent of Independent Registered Public Accounting Firm.
24.	Powers of Attorney.
31.1	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

⁽¹⁾  We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.

⁽²⁾  Management compensatory plan.

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

* Furnished, not filed.

F-4

EX-10.16

Exhibit 10.16

CHANGE-IN-CONTROL AGREEMENT

____________________________________________________________________________________________________________________________________________________________________________

THIS IS A CHANGE-IN-CONTROL AGREEMENT (the “Agreement”), dated as of May 3, 2012 (the “Effective Date”), between West Pharmaceutical, Services, Inc., a Pennsylvania corporation, (the “Company”) and John Paproski (the “Executive”).

Background

The Board of Directors of the Company and the Compensation Committee of the Board have determined that it is in the best interests of the Company and its shareholders for the Company to make the following arrangements with the Executive. These arrangements provide for compensation in the event the Executive should leave the employment of the Company under the circumstances described in this Agreement.

Agreement

In consideration of the Executive’s service as the President, Pharmaceutical Delivery Systems and the mutual covenants and agreements herein, and intending to be legally bound, the Company and the Executive agree as follows:

1. Definitions. As used in this Agreement, the following terms will have the meanings set forth below:

(a) An “Affiliate” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person.

(b) “Change in Control” means a change in control of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K as in effect on the date of this Agreement pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Act”), provided, that, without limitation, a Change in Control shall be deemed to have occurred if:

(i) Any Person, other than:

(1) the Company,

(2) any Person who on the date hereof is a director or officer of the Company, or

(3) a trustee or fiduciary holding securities under an employee benefit plan of the Company,

is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or

(ii) During any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

(iii) The shareholders of the Company approve: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization (collectively, a “Non-Control Transaction”), that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 50% of the combined voting power of the voting securities of the Company (or the surviving entity, or an entity which as a result of the Non-Control Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after the Non-Control Transaction.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Constructive Termination” means the occurrence of any of the following events:

(i) The Company requires the Executive to assume any duties inconsistent with, or the Company makes a significant diminution or reduction in the nature or scope of the Executive’s authority or duties from, those assigned to or held by the Executive on the Effective Date;

(ii) A material reduction in the Executive’s annual salary or incentive compensation opportunities;

(iii) A relocation of the Executive’s site of employment to a location more than 50 miles from the Executive’s site of employment on the Effective Date;

(iv) The Company fails to provide the Executive with substantially the same fringe benefits that were provided to the Executive as of the Effective Date, or with a package of fringe benefits that, although one or more of such benefits may vary from those in effect as of the Effective Date, is substantially at least as beneficial to the Executive in all material respects as such fringe benefits taken as a whole; or

(v) A successor of the Company does not assume the Company’s obligations under this Agreement, expressly or as a matter of law.

Notwithstanding the above, no Constructive Termination will be deemed to have occurred under any of the following circumstances:

(1) the Executive will have consented in writing or given a written waiver to the occurrence of any of the events enumerated in clauses (i) through (v) above;

(2) the Executive will have failed to give the Company written notice stating the Executive’s intention to claim Constructive Termination and the basis

for that claim at least 10 days in advance of the effective date of the Executive’s resignation; or

(3) The event constituting a Constructive Termination has been cured by the Company prior to the effective date of the Executive’s resignation.

(f) “Payment” means

(i) any amount due or paid to the Executive under this Agreement,

(ii) any amount that is due or paid to the Executive under any plan, program or arrangement of the Company and any of its Subsidiaries, and

(iii) any amount or benefit that is due or payable to the Executive under this Agreement or under any plan, program or arrangement of the Company and any of its Subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under section 280G of the Code and the Regulations in determining the amount of the “parachute payments” received by the Executive, including, without limitation, any amounts which must be taken into account under the Code and Regulations as a result of (1) the acceleration of the vesting of any option, restricted stock or other equity award granted under any equity plan of the Company or otherwise, (2) the acceleration of the time at which any payment or benefit is receivable by the Executive or (3) any contingent severance or other amounts that are payable to the Executive.

(g) “Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization.

(h) “Regulations” means the proposed, temporary and final regulations under sections 4999, 280G or 409A of Code or any successor provisions thereto, as applicable.

(i) “Retirement Plan” means the West Pharmaceutical Services, Inc. Employees’ Retirement Plan and any successor plan thereto.

(j) “Savings/Deferred Comp Plan” means the Company’s 401(k) Plan, the Company’s Non-Qualified Deferred Compensation Plan for Designated Employees and any successor plans or other similar plans established from time to time that may allow executive officers to defer taxation of compensation.

(k) “Separation from Service” is the date on which the Executive ceases to be employed by the Company or any of its Subsidiaries or Affiliates for any reason and, to the extent that section 409A of the Code applies to the Payments under this agreement, shall be the date that the Executive incurs a “separation from service” as defined in that Code section and the Regulations.

(l) “Subsidiary” has the meaning ascribed to the term by section 425(f) of the Code.

2. Termination Following a Change in Control.

(a) Subject to Section 2(b), the Executive will be entitled to the benefits specified in Section 3 if,

(i) at any time within two years after a Change in Control has occurred, a Separation from Service occurs due to: (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) as a result of the Executive’s resignation at any time following the Executive’s Constructive Termination, or

(ii) The Company signs an agreement, the consummation of which would result in the occurrence of a Change in Control, and then, a Separation from Service occurs due to (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) the Executive’s resignation at any time following the Executive’s Constructive Termination occurring after the date of such agreement (and, if such agreement expires or is terminated prior to consummation, prior to the expiration or termination of such agreement).

(b) The Executive will not be entitled to the benefits specified in Section 3 if:

(i) the Executive’s employment terminates for any other reason, including, death, disability, voluntary resignation without a Constructive Termination or retirement under the Retirement Plan, or

(ii) the Executive is in breach of any of the Executive’s obligations under this Agreement before or following a Separation from Service.

3. Benefits Payable Upon Termination of Employment. Following a Separation from Service due to a termination of employment described in Section 2(a), the Executive will be entitled to the following benefits:

(a) Severance Compensation. the Executive will be entitled to severance compensation in an amount equal to three times the sum of

(i) the Executive’s highest annual base salary rate in effect during the year of the termination of the Executive’s employment, plus

(ii) the aggregate amount of the annual bonuses paid or payable to the Executive for the three fiscal years immediately preceding a Change in Control divided by the number of fiscal years as to which such bonuses were paid or payable;

provided, however, that if at any time before the third anniversary of a Separation from Service, the Executive either (x) elects retirement under the Retirement Plan, or (y) reaches normal retirement age under the Retirement Plan, if the Executive had remained employed by the Company, then the Executive’s severance compensation under this Section 3(a) will be reduced by an amount equal to the product obtained by multiplying such severance compensation by a fraction the numerator of which is the number of days elapsed from the Separation from Service until the date on which either of the events described in clauses (x) or (y) first occurs, and the denominator of which is 1095.

Except as set forth in Section 3(e), the severance compensation paid hereunder will not be reduced to the extent of any other compensation for the Executive’s services that the

Executive receives or is entitled to receive from any other employment consistent with the terms of this Agreement.

(b) Equivalent of Vested Savings/Deferred Comp Plan Benefit. The Company will pay to the Executive the difference, if any, between

(i) the benefit the Executive would be entitled to receive under the Savings/Deferred Comp Plan if the Company’s contributions to the Savings/Deferred Comp Plan were fully vested upon the Separation from Service, and

(ii) the benefit the Executive is entitled to receive under the terms of the Savings/Deferred Comp Plan upon the Separation from Service.

Any such benefit will be payable at such time and in such manner as benefits are payable to the Executive under the Savings/Deferred Comp Plan.

(c) Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to the Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest immediately upon the Separation from Service. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to the Executive under any such plan or arrangement to the extent there is an inconsistency between the two.

(d) Employee and Executive Benefits. The Executive will be entitled to a continuation of all hospital, medical, dental, and similar insurance benefits not otherwise addressed in this Agreement in the same manner and amount to which the Executive was entitled on the date of a Change in Control or on the date of Constructive Termination of the Executive’s employment (whichever benefits are more favorable to the Executive) until the earlier of:

(i) a period of 36 months after the Separation from Service,

(ii) the Executive’s retirement under the Retirement Plan, or

(iii) the Executive’s eligibility for similar benefits with a new employer.

Assistance in finding new employment will be made available to the Executive by the Company if the Executive so requests. Upon the Separation from Service, Company cars must be returned to the Company.

(e) No Duplication of Payments. If Executive is entitled to receive any Payment under this Agreement, he shall not also be entitled to receive severance payments under any other plan, program or agreement with the Company, including the severance letter agreement between the Company and Executive dated August 25, 1993 (the “Severance Letter Agreement”).

4. Excise Tax Limitation.

(a) Limitation. Notwithstanding any other provisions of this Agreement to the contrary, in the event that any Payments received or to be received by the Executive in connection with the Executive’s employment with the Company (or termination thereof) under this Agreement or otherwise would subject the Executive to the excise tax (plus any related interest and penalties) imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), and if the net-after tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) that the Executive would receive with respect to such payments or benefits does not exceed the net-after tax amount the Executive would

receive if the amount of such payment and benefits were reduced to the maximum amount which could otherwise be payable to the Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax, (i) such cash Payments shall first be reduced (if necessary, to zero), then (ii) all non-cash Payments (other than those relating to equity and incentive plans) shall next be reduced (if necessary, to zero, and finally (iii) all other non-cash Payments relating to equity and incentive plans shall be reduced.

(b) Determination of Application of the Limitation. Subject to the provisions of Section 4(c), all determinations required under this Section 4 shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Executive) (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Executive and the Company within fifteen days of the Change in Control, the Separation from Service or any other date reasonably requested by the Executive or the Company on which a determination under this Section 4 is necessary or advisable. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Company shall cause the Accounting Firm to provide the Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on the Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive and the Company.

(c) Procedures. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in Payments that would be less on an after-tax basis than had those payments been limited under Section 4(a). Such notice shall be given as soon as practicable after the Executive knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. the Executive agrees not to pay the claim until the expiration of the thirty-day period following the date on which the Executive notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the “Notice Period”). If the Company notifies the Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. The Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, the Executive agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to the Executive on an after-tax and interest-free basis (the “Advance”). The Company’s control of the contest related to the claim shall be limited to the issues related to the Payments and the Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. The Advance or other payments and the reimbursement of any related costs, expenses or taxes payable under this Section 4(c) and/or Section 4(e) shall be made on or before the end of the Executive’s taxable year following the taxable year in which any additional taxes are payable by the Executive or if no additional taxes are payable the Executive’s taxable year following the taxable year in which the audit or litigation is closed.

Notwithstanding the above, to the extent required to avoid the penalty taxes and interest payable under section 409A of the Code, if the Executive is a “specified person” within the meaning of that Code section, the Advance shall be delayed until the date that is six months following the Separation from Service.

(d) Repayments. If, after receipt by the Executive of an Advance, the Executive becomes entitled to a refund with respect to the claim to which such Advance relates, the Executive shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by the Executive of an Advance, a determination is made that the Executive shall not be entitled to any refund with respect to the claim and the Company does not promptly notify the Executive of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by the Executive.

(e) Further Assurances. The Company shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by the Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim or any imputed income to the Executive resulting from any Advance or action taken on the Executive’s behalf by the Company hereunder. Subject to the last sentence of Section 4(c), the Company shall pay all legal fees and expenses incurred under this Section 4 and shall promptly reimburse the Executive for the reasonable expenses incurred by the Executive in connection with any actions taken by the Company or required to be taken by the Executive hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 4(b).

5. Payment of Severance Compensation. The severance compensation set forth in Section 3(a) will be payable in 36 equal monthly installments commencing on the first day of the month following the month in which the Separation from Service occurs. Notwithstanding the above, in the event that the Executive is a “specified employee” within the meaning of Code section 409A, the first six monthly installments shall be paid in a lump sum on the first day of the month following or coincident with the date that is six months following the Separation from Service and all remaining monthly installments shall be paid monthly.

6. Legal Fees. The Company will pay all legal fees and expenses which the Executive may incur as a result of the Company’s contesting the validity or enforceability of this Agreement.

7. Payments Final. In the event of a termination of the Executive’s employment under the circumstances described in this Agreement, the arrangements provided for by this Agreement, and any other agreement between the Company and the Executive in effect at that time and by any other applicable plan of the Company in which the Executive then participates, will constitute the entire obligation of the Company to the Executive, and performance of that obligation will constitute full settlement of any claim that the Executive might otherwise assert against the Company on account of such termination. The Company’s obligation to pay the Executive under this Agreement will be absolute and unconditional and will not be affected by any circumstance, including without limitation, any set-off, counterclaim, defense or other rights the Company may have against the Executive or anyone else as long as the Executive is not in beach of the Executive’s obligations under this Agreement.

8. Non-Competition.

(a) During the one-year period following the Executive’s termination of employment covered by this Agreement, the Executive will not, and will not permit any of the Executive's Affiliates, or any other Person, directly or indirectly, to:

(i) engage in competition with, or acquire a direct or indirect interest or an option to acquire such an interest in any Person engaged in competition with, the Company's Business in the United States (other than an interest of not more than 5 percent of the outstanding stock of any publicly traded company);

(ii) serve as a director, officer, employee or consultant of, or furnish information to, or otherwise facilitate the efforts of, any Person engaged in competition with the Company's Business in the United States;

(b) solicit, employ, interfere with or attempt to entice away from the Company any employee who has been employed by the Company or a Subsidiary in an executive or supervisory capacity in connection with the conduct of the Company's Business within one year prior to such solicitation, employment, interference or enticement; or

(c) approach, solicit or deal with in competition with the Company or any Subsidiary any Person which at any time during the 12 months immediately preceding the Termination Date:

(i) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary;

(ii) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary with whom employees reporting to or under the direct control of the Executive had personal contact on behalf of the Company or any Subsidiary; or

(iii) was a Person with whom the Executive had regular, substantial or a series of business dealings on behalf of the Company or any Subsidiary (whether or not a customer, client, supplier, agent or distributor of the Company or any Subsidiary).

(d) The "Company's Business" means: (i) the manufacture and sale of stoppers, closures, containers, medical-device components and assemblies made from elastomers, metal and plastic for the health-care and consumer-products industries, and (ii) any other business conducted by the Company or any of its Subsidiaries or Affiliates during the term of this Agreement and in which the Executive has have been actively involved.

9. Confidentiality and Enforcement. Executive’s obligations under any Confidentiality and Non-Disclosure Agreements with the Company and the non-compete agreement described in Section 8 (collectively, the “Material Ancillary Agreements”) are hereby affirmed. A breach of any Material Ancillary Agreement is a breach of this Agreement and all Payments and obligations of the Company under this Agreement shall cease in the event of the breach of those Material Ancillary Agreements. The Executive acknowledges that a breach of the covenants contained in the Material Ancillary Agreements and incorporated by reference into this Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies at law (such as money damages) will be inadequate. The Company shall have the right, in addition to any other rights it may have, to obtain an injunction to restrain any breach or threatened breach of such agreements. The Company may contact any Person with or for whom the Executive works after the Executive’s employment by the Company ends and may send that Person a copy of those agreements and/or this Agreement. In consideration of the benefit of having the protection afforded by this Agreement, the Executive agrees that the provisions of the Material Ancillary Agreements apply to the Executive, and the Executive will be bound by them, whether or not a Change in Control occurs or the Executive actually receives the benefits specified in Section 3.

10. Duration of Agreement. This Agreement commences on the Effective Date and will continue until terminated as provided in this Section. This Agreement may be terminated only under the following circumstances:

(i) At any time by the mutual written consent of the Executive and the Company; and

(ii) By the Company at the end of each successive two-year period commencing on the Effective Date by giving the Executive written notice at least one year in advance of such termination, except that such termination and written notice will not be effective unless the Executive will be employed by the Company on the Separation from Service.

10. Notices. Each party giving or making notice, request, demand or other communication (each, a “Notice”) under this Agreement shall give the Notice in writing and use one of the following methods of delivery: personal delivery, registered or certified mail with return receipt requested, nationally recognized overnight courier, fax or e-mail. Such Notice shall be addressed to the last address provided by the party receiving Notice. Notices are not effective unless compliant with this Section and provided within the timeframes required in this Agreement.

11. Integration and Replacement of Other Agreements. This Agreement together with the Material Ancillary Agreements constitutes the entire agreement and understanding between the Company and the Executive with respect to the subject matter hereof and merges and supersedes all prior discussions, agreements (written and verbal) and understandings between the Company and the Executive with respect to such matters. For avoidance of doubt, this Agreement supersedes, replaces and nullifies the Retention and Bonus Agreement between the Company and Executive dated October 31, 2000, but does supersede, nullify or replace the Severance Letter Agreement (subject to non-duplication clause contained in Section 3(e) of this Agreement).

12. Miscellaneous.

(a) This Agreement will be binding upon and inure to the benefit of the Executive, the Executive’s personal representatives and heirs and the Company and any successor of the Company, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(b) Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision will be deemed modified to the extent necessary to make it enforceable. The invalidity or unenforceability of any provision of this Agreement (or the Material Ancillary Agreements) shall in no way affect the validity or enforceability of any other provision hereof.

(c) This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(d) This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

[REMAINDER INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ JOHN PAPROSKI	By:	/s/ Richard D. Luzzi
JOHN PAPROSKI		Richard D. Luzzi
		Vice President, Human Resources

EX-10.17

Exhibit 10.17

CHANGE-IN-CONTROL AGREEMENT

____________________________________________________________________________________________________________________________________________________________________________

THIS IS A CHANGE-IN-CONTROL AGREEMENT (the “Agreement”), dated as of August 16, 2012 (the “Effective Date”), between West Pharmaceutical, Services, Inc., a Pennsylvania corporation, (the “Company”) and Daniel Malone (the “Executive”).

Background

The Board of Directors of the Company and the Compensation Committee of the Board have determined that it is in the best interests of the Company for the Company to make the following arrangements with the Executive. These arrangements provide for compensation in the event the Executive should leave the employment of the Company under the circumstances described in this Agreement.

Agreement

In consideration of the Executive’s assuming the position of Vice President and Corporate Controller, and the mutual covenants and agreements herein, and intending to be legally bound, the Company and the Executive agree as follows:

1. Definitions. As used in this Agreement, the following terms will have the meanings set forth below:

(a) An “Affiliate” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person.

(b) “Change in Control” means a change in control of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K as in effect on the date of this Agreement pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Act”), provided, that, without limitation, a Change in Control shall be deemed to have occurred if:

(i) Any Person, other than:

(1) the Company,

(2) any Person who on the date hereof is a director or officer of the Company, or

(3) a trustee or fiduciary holding securities under an employee benefit plan of the Company,

is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or

(ii) During any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has

been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

(iii) The shareholders of the Company approve: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization (collectively, a “Non-Control Transaction”), that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 50% of the combined voting power of the voting securities of the Company (or the surviving entity, or an entity which as a result of the Non-Control Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after the Non-Control Transaction.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Constructive Termination” means the occurrence of any of the following events:

(i) The Company requires the Executive to assume any duties inconsistent with, or the Company makes a significant diminution or reduction in the nature or scope of the Executive’s authority or duties from, those assigned to or held by the Executive on the Effective Date;

(ii) A material reduction in the Executive’s annual salary or incentive compensation opportunities;

(iii) A relocation of the Executive’s site of employment to a location more than 50 miles from the Executive’s site of employment on the Effective Date;

(iv) A material reduction in the package of fringe benefits offered to the Executive as of the Effective Date, unless such reduction is applicable on a broad basis to similarly-situated employees of the Company; or

(v) A successor of the Company does not assume the Company’s obligations under this Agreement, expressly or as a matter of law.

Notwithstanding the above, no Constructive Termination will be deemed to have occurred under any of the following circumstances:

(1) the Executive will have consented in writing or given a written waiver to the occurrence of any of the events enumerated in clauses (i) through (v) above;

(2) the Executive will have failed to give the Company written notice stating the Executive’s intention to claim Constructive Termination and the basis for that claim at least 10 days in advance of the effective date of the Executive’s resignation; or

(3) The event constituting a Constructive Termination has been cured by the Company prior to the effective date of the Executive’s resignation.

(f) “Payment” means

(i) any amount due or paid to the Executive under this Agreement,

(ii) any amount that is due or paid to the Executive under any plan, program or arrangement of the Company and any of its Subsidiaries, and

(iii) any amount or benefit that is due or payable to the Executive under this Agreement or under any plan, program or arrangement of the Company and any of its Subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under section 280G of the Code and the Regulations in determining the amount of the “parachute payments” received by the Executive, including, without limitation, any amounts which must be taken into account under the Code and Regulations as a result of (1) the acceleration of the vesting of any option, restricted stock or other equity award granted under any equity plan of the Company or otherwise, (2) the acceleration of the time at which any payment or benefit is receivable by the Executive or (3) any contingent severance or other amounts that are payable to the Executive.

(g) “Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization.

(h) “Regulations” means the proposed, temporary and final regulations under sections 4999, 280G or 409A of Code or any successor provisions thereto, as applicable.

(i) “Retirement Plan” means the West Pharmaceutical Services, Inc. Employees’ Retirement Plan and any successor plan thereto.

(j) “Savings/Deferred Comp Plan” means the Company’s 401(k) Plan, the Company’s Non-Qualified Deferred Compensation Plan for Designated Employees and any successor plans or other similar plans established from time to time that may allow executive officers to defer taxation of compensation.

(k) “Separation from Service” is the date on which the Executive ceases to be employed by the Company or any of its Subsidiaries or Affiliates for any reason and, to the extent that section 409A of the Code applies to the Payments under this agreement, shall be the date that the Executive incurs a “separation from service” as defined in that Code section and the Regulations.

(l) “Subsidiary” has the meaning ascribed to the term by section 425(f) of the Code.

2. Termination Following a Change in Control.

(a) Subject to Section 2(b), the Executive will be entitled to the benefits specified in Section 3 if,

(i) at any time within two years after a Change in Control has occurred, a Separation from Service occurs due to: (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) as a result of the Executive’s resignation at any time following the Executive’s Constructive Termination, or

(ii) The Company signs an agreement, the consummation of which would result in the occurrence of a Change in Control, and then, a Separation from Service occurs due to (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) the Executive’s resignation at any time following the Executive’s Constructive Termination occurring after the date of such agreement (and, if such agreement expires or is terminated prior to consummation, prior to the expiration or termination of such agreement).

(b) The Executive will not be entitled to the benefits specified in Section 3 if:

(i) the Executive’s employment terminates for any other reason, including, death, disability, voluntary resignation without a Constructive Termination or retirement under the Retirement Plan, or

(ii) the Executive is in breach of any of the Executive’s obligations under this Agreement before or following a Separation from Service.

3. Benefits Payable Upon Termination of Employment. Following a Separation from Service due to a termination of employment described in Section 2(a), the Executive will be entitled to the following benefits:

(a) Severance Compensation. the Executive will be entitled to severance compensation in an amount equal to two times the sum of

(i) the Executive’s highest annual base salary rate in effect during the year of the termination of the Executive’s employment, plus

(ii) the aggregate amount of the annual bonuses paid or payable to the Executive for the three fiscal years immediately preceding a Change in Control divided by the number of fiscal years as to which such bonuses were paid or payable;

provided, however, that if at any time before the third anniversary of a Separation from Service, the Executive either (x) elects retirement under the Retirement Plan, or (y) reaches normal retirement age under the Retirement Plan, if the Executive had remained employed by the Company, then the Executive’s severance compensation under this Section 3(a) will be reduced by an amount equal to the product obtained by multiplying such severance compensation by a fraction the numerator of which is the number of days elapsed from the Separation from Service until the date on which either of the events described in clauses (x) or (y) first occurs, and the denominator of which is 1095.

Except as set forth in Section 3(e), the severance compensation paid hereunder will not be reduced to the extent of any other compensation for the Executive’s services that the Executive receives or is entitled to receive from any other employment consistent with the terms of this Agreement.

(b) Equivalent of Vested Savings/Deferred Comp Plan Benefit. The Company will pay to the Executive the difference, if any, between

(i) the benefit the Executive would be entitled to receive under the Savings/Deferred Comp Plan if the Company’s contributions to the Savings/Deferred Comp Plan were fully vested upon the Separation from Service, and

(ii) the benefit the Executive is entitled to receive under the terms of the Savings/Deferred Comp Plan upon the Separation from Service.

Any such benefit will be payable at such time and in such manner as benefits are payable to the Executive under the Savings/Deferred Comp Plan.

(c) Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to the Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest in full immediately upon the Separation from Service. If such unvested awards are dependent upon achievement of performance goals, those goals will be deemed to be satisfied at the target level. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to the Executive under any such plan or arrangement to the extent there is an inconsistency between the two.

(d) Employee and Executive Benefits. The Executive will be entitled to a continuation of all hospital, medical, dental, and similar insurance benefits not otherwise addressed in this Agreement in the same manner and amount to which the Executive was entitled on the date of a Change in Control or on the date of Constructive Termination of the Executive’s employment (whichever benefits are more favorable to the Executive) until the earlier of:

(i) a period of 24 months after the Separation from Service,

(ii) the Executive’s retirement under the Retirement Plan, or

(iii) the Executive’s eligibility for similar benefits with a new employer.

Assistance in finding new employment will be made available to the Executive by the Company if the Executive so requests. Upon the Separation from Service, Company cars must be returned to the Company.

(e) No Duplication of Payments. If Executive is entitled to receive any Payment under this Agreement, he shall not also be entitled to receive severance payments under any other plan, program or agreement with the Company.

1. Excise Tax Limitation.

(a) Limitation. Notwithstanding any other provisions of this Agreement to the contrary, in the event that any Payments received or to be received by the Executive in connection with the Executive’s employment with the Company (or termination thereof) under this Agreement or otherwise would subject the Executive to the excise tax (plus any related interest and penalties) imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), and if the net-after tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) that the Executive would receive with respect to such payments or benefits does not exceed the net-after tax amount the Executive would receive if the amount of such payment and benefits were reduced to the maximum amount which could otherwise be payable to the Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax, (i) such cash Payments shall first be reduced (if necessary, to zero), then (ii) all non-cash Payments (other than those relating to equity and incentive plans) shall next be reduced (if necessary, to zero,

and finally (iii) all other non-cash Payments relating to equity and incentive plans shall be reduced.

(b) Determination of Application of the Limitation. Subject to the provisions of Section 4(c), all determinations required under this Section 4 shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Executive) (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Executive and the Company within fifteen days of the Change in Control, the Separation from Service or any other date reasonably requested by the Executive or the Company on which a determination under this Section 4 is necessary or advisable. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Company shall cause the Accounting Firm to provide the Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on the Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive and the Company.

(c) Procedures. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in Payments that would be less on an after-tax basis than had those payments been limited under Section 4(a). Such notice shall be given as soon as practicable after the Executive knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. the Executive agrees not to pay the claim until the expiration of the thirty-day period following the date on which the Executive notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the “Notice Period”). If the Company notifies the Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. The Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, the Executive agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to the Executive on an after-tax and interest-free basis (the “Advance”). The Company’s control of the contest related to the claim shall be limited to the issues related to the Payments and the Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. The Advance or other payments and the reimbursement of any related costs, expenses or taxes payable under this Section 4(c) and/or Section 4(e) shall be made on or before the end of the Executive’s taxable year following the taxable year in which any additional taxes are payable by the Executive or if no additional taxes are payable the Executive’s taxable year following the taxable year in which the audit or litigation is closed. Notwithstanding the above, to the extent required to avoid the penalty taxes and interest payable under section 409A of the Code, if the Executive is a “specified person” within the meaning of that Code section, the Advance shall be delayed until the date that is six months following the Separation from Service.

(d) Repayments. If, after receipt by the Executive of an Advance, the Executive becomes entitled to a refund with respect to the claim to which such Advance relates, the Executive shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by the Executive of an Advance, a determination is made that the Executive shall not be entitled to any refund with respect to the claim and the Company does not promptly notify the Executive of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by the Executive.

(e) Further Assurances. The Company shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by the Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim or any imputed income to the Executive resulting from any Advance or action taken on the Executive’s behalf by the Company hereunder. Subject to the last sentence of Section 4(c), the Company shall pay all reasonable and document legal fees and expenses incurred under this Section 4 and shall promptly reimburse the Executive for the reasonable expenses incurred by the Executive in connection with any actions taken by the Company or required to be taken by the Executive hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 4(b).

5. Payment of Severance Compensation. The severance compensation set forth in Section 3(a) will be payable in 24 equal monthly installments commencing on the first day of the month following the month in which the Separation from Service occurs. Notwithstanding the above, in the event that the Executive is a “specified employee” within the meaning of Code section 409A, the first six monthly installments shall be paid in a lump sum on the first day of the month following or coincident with the date that is six months following the Separation from Service and all remaining monthly installments shall be paid monthly.

6. Legal Fees. The Company will pay all reasonable and documented legal fees and expenses which the Executive may incur as a result of the Company’s contesting the validity or enforceability of this Agreement.

7. Payments Final. In the event of a termination of the Executive’s employment under the circumstances described in this Agreement, the arrangements provided for by this Agreement, and any other agreement between the Company and the Executive in effect at that time and by any other applicable plan of the Company in which the Executive then participates, will constitute the entire obligation of the Company to the Executive, and performance of that obligation will constitute full settlement of any claim that the Executive might otherwise assert against the Company on account of such termination. The Company’s obligation to pay the Executive under this Agreement will be absolute and unconditional and will not be affected by any circumstance, including without limitation, any set-off, counterclaim, defense or other rights the Company may have against the Executive or anyone else as long as the Executive is not in beach of the Executive’s obligations under this Agreement.

8. Non-Competition.

(a) During the one-year period following the Executive’s termination of employment covered by this Agreement, the Executive will not, and will not permit any of the Executive's Affiliates (as defined below), or any other Person, directly or indirectly, to:

(i) engage in competition with, or acquire a direct or indirect interest or an option to acquire such an interest in any Person engaged in competition with, the Company's Business (as defined below) in the United States (other than an interest of not more than 5 percent of the outstanding stock of any publicly traded company);

(ii) serve as a director, officer, employee or consultant of, or furnish information to, or otherwise facilitate the efforts of, any Person engaged in competition with the Company's Business in the United States;

(b) solicit, employ, interfere with or attempt to entice away from the Company any employee who has been employed by the Company or a Subsidiary in an executive or supervisory capacity within one year prior to such solicitation, employment, interference or enticement; or

(c) approach, solicit or compete directly or indirectly with the Company or any Subsidiary or any Person which at any time during the 12 months immediately preceding the Termination Date:

(i) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary;

(ii) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary with whom employees reporting to or under the direct control of the Executive had personal contact on behalf of the Company or any Subsidiary; or

(iii) was a Person with whom the Executive had regular, substantial or a series of business dealings on behalf of the Company or any Subsidiary (whether or not a customer, client, supplier, agent or distributor of the Company or any Subsidiary).

(d) The "Company's Business" means: (i) the manufacture and sale of stoppers, closures, containers, medical-device components and assemblies made from elastomers, metal and plastic for the health-care and consumer-products industries, and (ii) any other business conducted by the Company or any of its Subsidiaries or Affiliates during the term of this Agreement and in which the Executive has have been actively involved.

9. Confidentiality and Enforcement. Executive’s obligations under any Confidentiality and Non-Disclosure Agreements with the Company and the non-compete agreement described in Section 8 (collectively, the “Material Ancillary Agreements”) are hereby affirmed. A breach of any Material Ancillary Agreements is a breach of this Agreement and all Payments and obligations of the Company under this Agreement shall cease in the event of the breach of those Material Ancillary Agreements. The Executive acknowledges that a breach of the covenants contained in the Material Ancillary Agreements and incorporated by reference into this Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies at law (such as money damages) will be inadequate. The Company shall have the right, in addition to any other rights it may have, to obtain an injunction to restrain any breach or threatened breach of such agreements. The Company may contact any Person with or for whom the Executive works after the Executive’s employment by the Company ends and may send that Person a copy of those agreements and/or this Agreement. In consideration of the benefit of having the protection afforded by this Agreement, the Executive agrees that the provisions of the Material Ancillary Agreements apply to the Executive, and the Executive will be bound by them, whether or not a Change in Control occurs or the Executive actually receives the benefits specified in Section 3.

10. Duration of Agreement. This Agreement commences on the Effective Date and will continue until terminated as provided in this Section. This Agreement may be terminated only under the following circumstances:

(i) At any time by the mutual written consent of the Executive and the Company; and

(ii) By the Company at the end of each successive two-year period commencing on the Effective Date by giving the Executive written notice at least one year in advance of such termination, except that such termination and written notice will not be effective unless the Executive will be employed by the Company on the Separation from Service.

10. Notices. Each party giving or making notice, request, demand or other communication (each, a “Notice”) under this Agreement shall give the Notice in writing and use one of the following methods of delivery: personal delivery, registered or certified mail with return receipt requested, nationally recognized overnight courier, fax or e-mail. Such Notice shall be addressed to the last address provided by the party receiving Notice. Notices are not effective unless compliant with this Section and provided within the timeframes required in this Agreement.

11. Miscellaneous.

(a) This Agreement will be binding upon and inure to the benefit of the Executive, the Executive’s personal representatives and heirs and the Company and any successor of the Company, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(b) Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision will be deemed modified to the extent necessary to make it enforceable. The invalidity or unenforceability of any provision of this Agreement (or the Material Ancillary Agreements) shall in no way affect the validity or enforceability of any other provision hereof.

(c) This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(d) This Agreement together with the Material Ancillary Agreements constitutes the entire agreement and understanding between the Company and the Executive with respect to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings between the Company and the Executive with respect to such matters.

(e) This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

[REMAINDER INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ DANIEL MALONE	By:	/s/ Richard D. Luzzi
DANIEL MALONE		Richard D. Luzzi
		Vice President, Human Resources

EX-10.18

Exhibit 10.18

CHANGE-IN-CONTROL AGREEMENT

____________________________________________________________________________________________________________________________________________________________________________

THIS IS A CHANGE-IN-CONTROL AGREEMENT (the “Agreement”), dated as of August 15, 2012 (the “Effective Date”), between West Pharmaceutical, Services, Inc., a Pennsylvania corporation, (the “Company”) and Karen Flynn (the “Executive”).

Background

The Board of Directors of the Company and the Compensation Committee of the Board have determined that it is in the best interests of the Company for the Company to make the following arrangements with the Executive. These arrangements provide for compensation in the event the Executive should leave the employment of the Company under the circumstances described in this Agreement.

Agreement

In consideration of the Executive’s assuming the position of President, Pharmaceutical Packaging Systems, Americas, and the mutual covenants and agreements herein, and intending to be legally bound, the Company and the Executive agree as follows:

1. Definitions. As used in this Agreement, the following terms will have the meanings set forth below:

(a) An “Affiliate” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person.

(b) “Change in Control” means a change in control of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K as in effect on the date of this Agreement pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Act”), provided, that, without limitation, a Change in Control shall be deemed to have occurred if:

(i) Any Person, other than:

(1) the Company,

(2) any Person who on the date hereof is a director or officer of the Company, or

(3) a trustee or fiduciary holding securities under an employee benefit plan of the Company,

is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or

(ii) During any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

(iii) The shareholders of the Company approve: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization (collectively, a “Non-Control Transaction”), that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 50% of the combined voting power of the voting securities of the Company (or the surviving entity, or an entity which as a result of the Non-Control Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after the Non-Control Transaction.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Constructive Termination” means the occurrence of any of the following events:

(i) The Company requires the Executive to assume any duties inconsistent with, or the Company makes a significant diminution or reduction in the nature or scope of the Executive’s authority or duties from, those assigned to or held by the Executive on the Effective Date;

(ii) A material reduction in the Executive’s annual salary or incentive compensation opportunities;

(iii) A relocation of the Executive’s site of employment to a location more than 50 miles from the Executive’s site of employment on the Effective Date;

(iv) A material reduction in the package of fringe benefits offered to the Executive as of the Effective Date, unless such reduction is applicable on a broad basis to similarly-situated employees of the Company; or

(v) A successor of the Company does not assume the Company’s obligations under this Agreement, expressly or as a matter of law.

Notwithstanding the above, no Constructive Termination will be deemed to have occurred under any of the following circumstances:

(1) the Executive will have consented in writing or given a written waiver to the occurrence of any of the events enumerated in clauses (i) through (v) above;

(2) the Executive will have failed to give the Company written notice stating the Executive’s intention to claim Constructive Termination and the basis for that claim at least 10 days in advance of the effective date of the Executive’s resignation; or

(3) The event constituting a Constructive Termination has been cured by the Company prior to the effective date of the Executive’s resignation.

(f) “Payment” means

(i) any amount due or paid to the Executive under this Agreement,

(ii) any amount that is due or paid to the Executive under any plan, program or arrangement of the Company and any of its Subsidiaries, and

(iii) any amount or benefit that is due or payable to the Executive under this Agreement or under any plan, program or arrangement of the Company and any of its Subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under section 280G of the Code and the Regulations in determining the amount of the “parachute payments” received by the Executive, including, without limitation, any amounts which must be taken into account under the Code and Regulations as a result of (1) the acceleration of the vesting of any option, restricted stock or other equity award granted under any equity plan of the Company or otherwise, (2) the acceleration of the time at which any payment or benefit is receivable by the Executive or (3) any contingent severance or other amounts that are payable to the Executive.

(g) “Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization.

(h) “Regulations” means the proposed, temporary and final regulations under sections 4999, 280G or 409A of Code or any successor provisions thereto, as applicable.

(i) “Retirement Plan” means the West Pharmaceutical Services, Inc. Employees’ Retirement Plan and any successor plan thereto.

(j) “Savings/Deferred Comp Plan” means the Company’s 401(k) Plan, the Company’s Non-Qualified Deferred Compensation Plan for Designated Employees and any successor plans or other similar plans established from time to time that may allow executive officers to defer taxation of compensation.

(k) “Separation from Service” is the date on which the Executive ceases to be employed by the Company or any of its Subsidiaries or Affiliates for any reason and, to the extent that section 409A of the Code applies to the Payments under this agreement, shall be the date that the Executive incurs a “separation from service” as defined in that Code section and the Regulations.

(l) “Subsidiary” has the meaning ascribed to the term by section 425(f) of the Code.

2. Termination Following a Change in Control.

(a) Subject to Section 2(b), the Executive will be entitled to the benefits specified in Section 3 if,

(i) at any time within two years after a Change in Control has occurred, a Separation from Service occurs due to: (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) as a result of the Executive’s resignation at any time following the Executive’s Constructive Termination, or

(ii) The Company signs an agreement, the consummation of which would result in the occurrence of a Change in Control, and then, a Separation from Service occurs due to (A) an involuntary termination of employment by the Company other than by reason of continuous willful misconduct to the detriment of the Company, or (B) the Executive’s resignation at any time following the Executive’s Constructive Termination occurring after the date of such agreement (and, if such agreement expires or is terminated prior to consummation, prior to the expiration or termination of such agreement).

(b) The Executive will not be entitled to the benefits specified in Section 3 if:

(i) the Executive’s employment terminates for any other reason, including, death, disability, voluntary resignation without a Constructive Termination or retirement under the Retirement Plan, or

(ii) the Executive is in breach of any of the Executive’s obligations under this Agreement before or following a Separation from Service.

3. Benefits Payable Upon Termination of Employment. Following a Separation from Service due to a termination of employment described in Section 2(a), the Executive will be entitled to the following benefits:

(a) Severance Compensation. the Executive will be entitled to severance compensation in an amount equal to two times the sum of

(i) the Executive’s highest annual base salary rate in effect during the year of the termination of the Executive’s employment, plus

(ii) the aggregate amount of the annual bonuses paid or payable to the Executive for the three fiscal years immediately preceding a Change in Control divided by the number of fiscal years as to which such bonuses were paid or payable;

provided, however, that if at any time before the third anniversary of a Separation from Service, the Executive either (x) elects retirement under the Retirement Plan, or (y) reaches normal retirement age under the Retirement Plan, if the Executive had remained employed by the Company, then the Executive’s severance compensation under this Section 3(a) will be reduced by an amount equal to the product obtained by multiplying such severance compensation by a fraction the numerator of which is the number of days elapsed from the Separation from Service until the date on which either of the events described in clauses (x) or (y) first occurs, and the denominator of which is 1095.

Except as set forth in Section 3(e), the severance compensation paid hereunder will not be reduced to the extent of any other compensation for the Executive’s services that the Executive receives or is entitled to receive from any other employment consistent with the terms of this Agreement.

(b) Equivalent of Vested Savings/Deferred Comp Plan Benefit. The Company will pay to the Executive the difference, if any, between

(i) the benefit the Executive would be entitled to receive under the Savings/Deferred Comp Plan if the Company’s contributions to the Savings/Deferred Comp Plan were fully vested upon the Separation from Service, and

(ii) the benefit the Executive is entitled to receive under the terms of the Savings/Deferred Comp Plan upon the Separation from Service.

Any such benefit will be payable at such time and in such manner as benefits are payable to the Executive under the Savings/Deferred Comp Plan.

(c) Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to the Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest in full immediately upon the Separation from Service. If such unvested awards are dependent upon achievement of performance goals, those goals will be deemed to be satisfied at the target level. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to the Executive under any such plan or arrangement to the extent there is an inconsistency between the two.

(d) Employee and Executive Benefits. The Executive will be entitled to a continuation of all hospital, medical, dental, and similar insurance benefits not otherwise addressed in this Agreement in the same manner and amount to which the Executive was entitled on the date of a Change in Control or on the date of Constructive Termination of the Executive’s employment (whichever benefits are more favorable to the Executive) until the earlier of:

(i) a period of 24 months after the Separation from Service,

(ii) the Executive’s retirement under the Retirement Plan, or

(iii) the Executive’s eligibility for similar benefits with a new employer.

Assistance in finding new employment will be made available to the Executive by the Company if the Executive so requests. Upon the Separation from Service, Company cars must be returned to the Company.

(e) No Duplication of Payments. If Executive is entitled to receive any Payment under this Agreement, he shall not also be entitled to receive severance payments under any other plan, program or agreement with the Company.

4. Excise Tax Limitation.

(a) Limitation. Notwithstanding any other provisions of this Agreement to the contrary, in the event that any Payments received or to be received by the Executive in connection with the Executive’s employment with the Company (or termination thereof) under this Agreement or otherwise would subject the Executive to the excise tax (plus any related interest and penalties) imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), and if the net-after tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) that the Executive would receive with respect to such payments or benefits does not exceed the net-after tax amount the Executive would receive if the amount of such payment and benefits were reduced to the maximum amount which could otherwise be payable to the Executive without the imposition of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax, (i) such cash Payments shall first be reduced (if necessary, to zero), then (ii) all non-cash Payments (other than those relating to equity and incentive plans) shall next be reduced (if necessary, to zero, and finally (iii) all other non-cash Payments relating to equity and incentive plans shall be reduced.

(b) Determination of Application of the Limitation. Subject to the provisions of Section 4(c), all determinations required under this Section 4 shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Executive) (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Executive and the Company within fifteen days of the Change in Control, the Separation from Service or any other date reasonably requested by the Executive or the Company on which a determination under this Section 4 is necessary or advisable. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Company shall cause the Accounting Firm to provide the Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on the Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive and the Company.

(c) Procedures. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in Payments that would be less on an after-tax basis than had those payments been limited under Section 4(a). Such notice shall be given as soon as practicable after the Executive knows of such claim and shall apprise the Company of the nature of the claim and the date on which the claim is requested to be paid. the Executive agrees not to pay the claim until the expiration of the thirty-day period following the date on which the Executive notifies the Company, or such shorter period ending on the date the Taxes with respect to such claim are due (the “Notice Period”). If the Company notifies the Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. The Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, the Executive agrees either to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and to prosecute such contest

to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to the Executive on an after-tax and interest-free basis (the “Advance”). The Company’s control of the contest related to the claim shall be limited to the issues related to the Payments and the Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. The Advance or other payments and the reimbursement of any related costs, expenses or taxes payable under this Section 4(c) and/or Section 4(e) shall be made on or before the end of the Executive’s taxable year following the taxable year in which any additional taxes are payable by the Executive or if no additional taxes are payable the Executive’s taxable year following the taxable year in which the audit or litigation is closed. Notwithstanding the above, to the extent required to avoid the penalty taxes and interest payable under section 409A of the Code, if the Executive is a “specified person” within the meaning of that Code section, the Advance shall be delayed until the date that is six months following the Separation from Service.

(d) Repayments. If, after receipt by the Executive of an Advance, the Executive becomes entitled to a refund with respect to the claim to which such Advance relates, the Executive shall pay the Company the amount of the refund (together with any interest paid or credited thereon after Taxes applicable thereto). If, after receipt by the Executive of an Advance, a determination is made that the Executive shall not be entitled to any refund with respect to the claim and the Company does not promptly notify the Executive of its intent to contest the denial of refund, then the amount of the Advance shall not be required to be repaid by the Executive.

(e) Further Assurances. The Company shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by the Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim or any imputed income to the Executive resulting from any Advance or action taken on the Executive’s behalf by the Company hereunder. Subject to the last sentence of Section 4(c), the Company shall pay all reasonable and document legal fees and expenses incurred under this Section 4 and shall promptly reimburse the Executive for the reasonable expenses incurred by the Executive in connection with any actions taken by the Company or required to be taken by the Executive hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 4(b).

5. Payment of Severance Compensation. The severance compensation set forth in Section 3(a) will be payable in 24 equal monthly installments commencing on the first day of the month following the month in which the Separation from Service occurs. Notwithstanding the above, in the event that the Executive is a “specified employee” within the meaning of Code section 409A, the first six monthly installments shall be paid in a lump sum on the first day of the month following or coincident with the date that is six months following the Separation from Service and all remaining monthly installments shall be paid monthly.

6. Legal Fees. The Company will pay all reasonable and documented legal fees and expenses which the Executive may incur as a result of the Company’s contesting the validity or enforceability of this Agreement.

7. Payments Final. In the event of a termination of the Executive’s employment under the circumstances described in this Agreement, the arrangements provided for by this Agreement, and any other agreement between the Company and the Executive in effect at that time and by any other applicable plan of the Company in which the Executive then participates, will constitute the entire obligation of the Company to the Executive, and performance of that obligation will constitute full settlement of any claim that the Executive might otherwise assert against the Company on account of such termination. The Company’s obligation to pay the Executive under this Agreement will be absolute and unconditional and will not be affected by any circumstance, including without limitation, any set-off, counterclaim, defense or other rights the Company may have against the Executive or anyone else as long as the Executive is not in beach of the Executive’s obligations under this Agreement.

8. Non-Competition.

(a) During the one-year period following the Executive’s termination of employment covered by this Agreement, the Executive will not, and will not permit any of the Executive's Affiliates (as defined below), or any other Person, directly or indirectly, to:

(i) engage in competition with, or acquire a direct or indirect interest or an option to acquire such an interest in any Person engaged in competition with, the Company's Business (as defined below) in the United States (other than an interest of not more than 5 percent of the outstanding stock of any publicly traded company);

(ii) serve as a director, officer, employee or consultant of, or furnish information to, or otherwise facilitate the efforts of, any Person engaged in competition with the Company's Business in the United States;

(b) solicit, employ, interfere with or attempt to entice away from the Company any employee who has been employed by the Company or a Subsidiary in an executive or supervisory capacity within one year prior to such solicitation, employment, interference or enticement; or

(c) approach, solicit or compete directly or indirectly with the Company or any Subsidiary or any Person which at any time during the 12 months immediately preceding the Termination Date:

(i) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary;

(ii) was a customer, client, supplier, agent or distributor of the Company or any Subsidiary with whom employees reporting to or under the direct control of the Executive had personal contact on behalf of the Company or any Subsidiary; or

(iii) was a Person with whom the Executive had regular, substantial or a series of business dealings on behalf of the Company or any Subsidiary (whether or not a customer, client, supplier, agent or distributor of the Company or any Subsidiary).

(d) The "Company's Business" means: (i) the manufacture and sale of stoppers, closures, containers, medical-device components and assemblies made from elastomers, metal and plastic for the health-care and consumer-products industries, and (ii) any other business conducted by the Company or any of its Subsidiaries or Affiliates during the term of this Agreement and in which the Executive has have been actively involved.

9. Confidentiality and Enforcement. Executive’s obligations under any Confidentiality and Non-Disclosure Agreements with the Company and the non-compete agreement described in Section 8 (collectively, the “Material Ancillary Agreements”) are hereby affirmed. A breach of any Material Ancillary Agreements is a breach of this Agreement and all Payments and obligations of the Company under this Agreement shall cease in the event of the breach of those Material Ancillary Agreements. The Executive acknowledges that a breach of the covenants contained in the Material Ancillary Agreements and incorporated by reference into this Agreement will cause the Company immediate and irreparable harm for which the Company’s remedies at law (such as money damages) will be inadequate. The Company shall have the right, in addition to any other rights it may have, to obtain an injunction to restrain any breach or threatened breach of such agreements. The Company may contact any Person with or for whom the Executive works after the Executive’s employment by the Company ends and may send that Person a copy of those agreements and/or this Agreement. In consideration of the benefit of having the protection afforded by this Agreement, the Executive agrees that the provisions of the Material Ancillary Agreements apply to the Executive, and the Executive will be bound by them, whether or not a Change in Control occurs or the Executive actually receives the benefits specified in Section 3.

10. Duration of Agreement. This Agreement commences on the Effective Date and will continue until terminated as provided in this Section. This Agreement may be terminated only under the following circumstances:

(i) At any time by the mutual written consent of the Executive and the Company; and

(ii) By the Company at the end of each successive two-year period commencing on the Effective Date by giving the Executive written notice at least one year in advance of such termination, except that such termination and written notice will not be effective unless the Executive will be employed by the Company on the Separation from Service.

10. Notices. Each party giving or making notice, request, demand or other communication (each, a “Notice”) under this Agreement shall give the Notice in writing and use one of the following methods of delivery: personal delivery, registered or certified mail with return receipt requested, nationally recognized overnight courier, fax or e-mail. Such Notice shall be addressed to the last address provided by the party receiving Notice. Notices are not effective unless compliant with this Section and provided within the timeframes required in this Agreement.

11. Miscellaneous.

(a) This Agreement will be binding upon and inure to the benefit of the Executive, the Executive’s personal representatives and heirs and the Company and any successor of the Company, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(b) Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision will be deemed modified to the extent necessary to make it

enforceable. The invalidity or unenforceability of any provision of this Agreement (or the Material Ancillary Agreements) shall in no way affect the validity or enforceability of any other provision hereof.

(c) This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(d) This Agreement together with the Material Ancillary Agreements constitutes the entire agreement and understanding between the Company and the Executive with respect to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings between the Company and the Executive with respect to such matters.

(e) This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

[REMAINDER INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ KAREN FLYNN	By:	/s/ Richard D. Luzzi
KAREN FLYNN		Richard D. Luzzi
		Vice President, Human Resources

EX-10.26

Exhibit 10.26

WEST PHARMACEUTICAL SERVICES, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS

PLAN DOCUMENT

As Amended and Restated Effective as of June 30, 2013

NON-QUALIFIED DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS

(As Amended and Restated Effective June 30, 2013)

The Board of Directors of West Pharmaceutical Services, Inc. (the “Company”) hereby adopts the West Pharmaceutical Services, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors, as amended and restated (the “Plan”), effective June 30, 2013, except as otherwise provided herein. The purpose of the Plan is to defer the receipt of all or a portion of the Directors’ Fees payable to the Company’s Eligible Directors.

The Plan also provides for the crediting, using a separate account, of stock equivalents (the “Stock Equivalents”) that (i) are awarded to a Director under the West Pharmaceutical Services, Inc. Stock-Equivalents Compensation Plan for Non-Employee Directors (the “Stock-Equivalents Plan”), (ii) were credited to the Director pursuant to the conversion of the Director’s benefit under the Company’s Retirement Plan for Non-Employee Directors under the terms of the Stock-Equivalents Plan, or (iii) were awarded as Stock Units under the Company’s 2004 Stock-Based Compensation Plan or any Omnibus Incentive Compensation Plan (each an “Omnibus Plan”) designated by the Board. Finally, the Plan provides for the crediting of Deferred Stock and stock-settled Stock Units awarded under an Omnibus Plan.

___________________________________

1. Eligible Directors. Duly elected members of the Board of Directors of the Company (“Directors”) eligible to participate in this Plan shall be those Directors who are not officers or employees of the Company or any of its subsidiaries as defined in section 425(f) of the Internal Revenue Code of 1986, as amended.

2. Deferrable Compensation. An Eligible Director may elect to defer all or any part or none of the compensation payable to such Eligible Director by the Company for services rendered as a Director (“Directors’ Fees”).

3. Crediting of Stock Equivalents. An Eligible Director shall also be credited with any Stock Equivalents awarded or credited to the Director under the Stock-Equivalents Plan and Stock Units credited under an Omnibus Plan, in accordance with the terms and conditions contained therein.

4. Crediting of Stock-Settled Awards. An Eligible Director shall also be credited with any shares of Deferred Stock or stock-settled Stock Units awarded to the Director under the Omnibus Plan (“Stock-Settled Awards”), or any successor plan thereto, in accordance with the terms and conditions contained therein.

5. Election to Defer.

a) An Eligible Director who desires to defer payment of his or her Directors’ Fees in any calendar year shall notify the Company’s Secretary in writing on or before December 31 of the prior year, stating how much of his or her Directors’ Fees shall be deferred. Except as provided in Sections 5(b) or 5(c), an election so made shall be irrevocable and shall apply to payments made in each calendar year thereafter until the Director shall, on or before December 31, notify the Company’s Secretary in writing that a different election shall apply to the following calendar years. Any such election shall likewise continue in effect until similarly changed.

b) By notifying the Company in writing, an Eligible Director may cancel (but not postpone) his or her deferral election, if either the Eligible Director experiences an “unforeseeable emergency” within the meaning of Section 409A of the Code. Future elections to defer are subject to Section 5(a).

c) An Eligible Director may cancel (but not postpone) his or her deferral election, if he or she experiences a Disability, provided that the Eligible Director notifies the Company in writing by the later of the date that is 2½ months following the date such Director incurred a Disability or the end of the calendar year containing the year in which the Director incurred a Disability. For purposes of this Section 5(c), a “Disability” is any medically determinable physical or mental impairment resulting in the service provider’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

6. Non-Deferred Compensation. Any Directors’ Fees that are not deferred under this Plan shall be paid in line with normal Company policy.

7. Deferred Compensation Accounts.

a) Credits.

i) Pre-2014 Amounts. With respect to deferrals made on or before December 31, 2013, at the time that a Director makes an election to defer under Paragraph 5 above, the Director shall also indicate whether the amount he or she chooses to defer shall be credited to an “A” Account or to a “B” Account, as described below. The Company shall then establish such an Account for that Director. The Company shall also establish a “C” Account for purposes of crediting Stock Equivalents awarded or credited under the Stock-Equivalents Plan and Stock Units awarded under an Omnibus Plan and a “D” Account for purposes of crediting Stock-Settled Awards.

ii) Post-2013 Amounts. All deferrals made on or after January 1, 2014, shall automatically be deemed invested in the “D” Account and distributable solely in shares of Company Stock.

iii) Accounts.

(A) “A” Account. If a Director elects an “A” Account, his or her account shall be credited on the last business day of each calendar quarter with the amount of his or her Directors’ Fees earned during that quarter but deferred pursuant to Paragraph 5.

(B) “B” Account. If a Director elects a “B” Account, his or her account shall be credited on the last business day of each calendar quarter with a number of Stock Equivalents equal to that number (including fractions) obtained by dividing the amount of his or her Directors’ Fees earned during that quarter but deferred under Paragraph 5, by the Fair Market Value of the Company’s common stock (the “Common Stock”) on the last business day of such calendar quarter.

(C) “C” Account. A Director’s “C” Account shall be credited, from time to time, with the Stock Equivalents, if any, that are awarded to the Director under the Stock-Equivalents Plan.

(D) “D” Account. A Director’s “D” Account shall be credited, from time to time, with Stock-Settled Awards, if any, that are awarded under an Omnibus Plan.

(E) Grandfathering of Pre-2005 Amounts. Each “A,” “B,” and “C” Account shall be divided into separate book accounts to reflect (I) amounts earned and vested on or before December 31, 2004 and the earnings credited thereon (“Grandfathered Amounts”), and (II) amounts earned and vested on or after January 1, 2005 and the earnings credited thereon (“Grandfathered Amounts”)

iv) “Fair Market Value” (for all purposes of this Plan) shall mean the reported closing asked price of the Common Stock on the date in question on the principal national securities exchange on which it is then listed or admitted to trading. If no reported sale of Common Stock takes place on the date in question on the principal exchange, then the reported closing asked price of the Common Stock on such date on the principal exchange shall be determinative of “Fair Market Value.”

b) Earnings. In addition, the Company shall credit the indicated Account as follows:

i) “A” Account. As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit, as earnings to each “A” Account established on behalf of a Director, an amount equal to a percentage of the balance in each such “A” Account at the end of the preceding calendar quarter, determined without regard to any additions made to such “A” Account as of the last business day of that calendar quarter. Such percentage shall be equal to one-fourth of the prime rate of interest at the Company’s principal commercial bank in effect on the last day of such quarter.

ii) “B” Account. As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “B” Account, an additional number of Stock Equivalents. The number of additional Stock Equivalents to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock Equivalents in the “B” Account on the relevant dividend record dates, by the Fair Market Value of the on the such dividend record date.

iii) “C” Account. As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “C” Account an additional number of Stock Equivalents. The number of additional Stock Equivalents to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock Equivalents in the “C” Account on the relevant dividend record dates, by the Fair Market Value of the Common Stock on such dividend record date.

iv) “D” Account. As of January 1, April 1, July 1 and October 1 of each year, the Company shall credit as earnings to each “D” Account an additional number of shares of Stock-Settled Awards. The number of additional shares of Stock-Settled Awards to be credited shall be determined by dividing the dividends paid during the preceding calendar quarter with respect to the number of shares of Common Stock equal to the Stock-Settled Awards in the “D” Account on the relevant dividend record dates, by the Fair Market Value of the Common Stock on such dividend record date.

8. Adjustments. In the event of any change in the Common Stock, the value and attributes of each Stock Equivalent and Stock-Settled Award shall be appropriately adjusted consistent with such change to the same extent as if such Stock Equivalents or Stock-Settled Awards were instead, issued and outstanding shares of Common Stock. A change referred to in this Paragraph includes, without limitation, a stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or rights offering to purchase Common Stock at a price substantially below fair market value, or any similar change affecting the Common Stock

9. Payment of Deferred Compensation. The balance in a Director’s Account shall be determined on the day on which he or she ceases to be a Director of the Company, whether by reason of death, resignation, removal, failure of re-election, or otherwise (“Termination Date”).

a) Balances of each Account shall be determined as follows:

i) The balance in a Director’s “A” Account shall be the dollar amount credited to such Account as of the Termination Date adjusted for earnings through the distribution date.

ii) The balance in a Director’s “B” and “C” Accounts shall be the amount that would be derived if shares of Common Stock equal in number to the Stock Equivalents credited to such Account as of the Termination Date were sold at Fair Market Value on the distribution date.

iii) The balance in a Director’s “D” Account shall be the number of Stock-Settled Awards credited to such Account as of the distribution date (inclusive of additional shares credited due to dividends payable under Section 7).

b) Subject to a Director’s election to receive his or her distribution in an alternate form and method as permitted pursuant to Section 9(d), a Director shall receive the balance in each of his or her Accounts in ten equal installments.

i) For Amounts Deferred and Vested on or before December 31, 2013, the first installment shall be paid on the January 15 immediately following the Termination Date, and the others shall be paid on January 15 of the second through tenth years following the Termination Date. Amounts shall be adjusted for earnings and losses as described in Section 9(c).

ii) For Amounts Deferred and Vested on or after January 1, 2014, the first installment shall be paid as soon as practicable following the Termination Date but in no event later than the second business day following the Termination Date and in no event shall the payment be made later than December 31 of the year of the Director’s Termination Date. All other installments shall be made on the anniversary of the Director’s Termination Date (or first business day following such anniversary) of the second through tenth years following the Termination Date. Amounts shall be adjusted for earnings and losses as described in Section 9(c).

c) Crediting of Earnings and Losses during Installment Period. Earnings during the period between a Director’s Termination Date and distribution of each installment shall be credited as follows:

i) For active Directors as of June 30, 2013, each Director shall elect whether all or a portion of the amounts credited to his or her “B” and “C” Account as of such Director’s Termination Date shall be either (i) deemed invested in the Director’s “D” Account and distributable in Company Stock or (ii) increased by earnings that would have been credited to the remaining balance if it had been held in an “A” Account during the year. Any other shares credited to the Director’s “D” Account upon his Termination shall only be increased to reflect dividends paid on the underlying Stock-Settled Awards under Section 5(b).

ii) For Directors who begin service on or after July 1, 2013, each Director shall have all of his amounts deemed invested in the “D” Account and distributable solely in shares of Company Stock.

d) Method of Distribution Elections. A Director may make an election to receive a distribution of his or her Accounts in lump sum or other annual installment form to the extent permitted by this Section 9(d),

i) With respect to Grandfathered Amounts, a Director may make an election to receive a single, lump sum payment of the balance in a Director’s Accounts. Such lump sum election is revocable, but must be made no later than December 31 of the year before the year of a Director’s Termination Date.

ii) With respect to Non-Grandfathered Amounts, a Director may make an irrevocable election to receive either (I) a single, lump sum payment of the balance in a Director’s Accounts or (II) annual installments for a period between two and nine years, which shall be payable in the same amount and in the same time and manner described in Section 9(b). Such election must be made on or before the later of (a) December 31, 2008, or (b) the date a Director submits his initial deferral and form of payment election for participation in the Plan, which date shall be no later than 30 days following the Director’s initial eligibility to participate in the Plan.

iii) For Amounts Deferred and Vested on or before December 31, 2013, if the Director makes a lump sum election pursuant to this Section 9(d), (I) the balance in a Director’s “A” Account shall be distributed in a cash lump sum, (II) the balance in a Director’s “B” Account and “C” Account shall be paid to him or her in a cash or Company Stock lump sum (as elected by the Director on or before June 30, 2013) payable during the month following the Termination Date (or January 15, 2009, if later), and (III) the

balance in a Director’s “D” Account, as determined above, shall be paid to him or her by the issuance of shares of Common Stock plus cash equal to the fair market value of any partial shares of Stock-Settled Awards credited to such Director’s “D” Account during the month following the Termination Date (or January 15, 2009, if later).

iv) For Amounts Deferred and Vested on or after January 1, 2014, if the Director makes a lump sum election pursuant to this Section 9(d), (I) the balance in a Director’s “A” Account shall be distributed in a cash lump sum, (II) the balance in a Director’s “B” Account, “C” Account and “D” shall be paid to him or her by the issuance of shares of Common Stock plus cash equal to the fair market value of any amounts credited to such Accounts shall be paid as soon as practicable following the Termination Date but in no event no later than the second business day following the Termination Date and in no event shall the payment be made later than December 31 of the year of the Director’s Termination Date.

10. Designation of Beneficiary. If a Director dies before receiving the entire balance of his or her Accounts, any balance remaining in the Accounts shall be paid in a cash or Company Stock lump sum (as elected under Section 9) to the Director’s designated beneficiary during the year of the Director’s death. If the Director has not designated a beneficiary in writing to the Company’s Secretary, then the balance shall be paid to the Director’s estate. Any designation of beneficiary may be revoked or modified at any time by the Director.

11. Unsecured Obligation of Company. The Company’s obligations to establish and maintain Accounts for each electing Eligible Director and to make payments of deferred compensation to such Eligible Director under this Plan shall be the general unsecured obligations of the Company. The Company shall have no obligation to establish any separate fund, purchase any annuity contract or in any other way make special provision or specially earmark any funds for the payment of any amounts called for under this Plan. Neither this Plan nor any actions taken under or pursuant to this Plan shall be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Eligible Director, his or her designated beneficiary, executors or administrators, or any other person or entity. If the Company chooses to establish such a fund or purchase such an annuity contract or make any other arrangement to provide for the payment of any amounts called for under this Plan, such fund, contract or arrangement shall remain part of the general assets of the Company. No person claiming benefits under this Plan shall have any right, title, or interest in or to any such fund, contract or arrangement.

12. Withholding of Taxes. The rights of a Director to payments under this Plan shall be subject to the Company’s obligations, if any, to withhold from such payments all applicable federal, state, local or foreign withholding taxes.

13. Non-Assignability. Except as described in Paragraph 10, no portion of a Director’s Account may be assigned or transferred in any manner, and no Account shall be subject to anticipation or to voluntary or involuntary alienation.

14. Amendments and Termination.

a) The Plan may be amended at any time by the entire Board of Directors or by a Committee designated by the Board of Directors. The Board or Committee may amend or terminate the Plan at any time; provided that no amendment may be made without:

i) the appropriate approval of the Company’s shareholders if such approval is necessary to comply with any tax or other regulatory requirement, including any shareholder approval required as a condition to the exemptive relief under Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated thereunder (the “Exchange Act”); or

ii) the Director’s consent, if such amendment would adversely impair or affect any rights or obligations of the Director under the Plan.

b) Prior Shareholder and Eligible Director Approval. Anything herein to the contrary notwithstanding, the Board may amend the Plan without the consent of Eligible Directors or shareholders to comply with the requirements of Rule 16b-3 issued under the Exchange Act, or any successor rules promulgated by the Securities and Exchange Commission.

15. Restatement Effective Date. The Plan as amended and restated herein shall be effective with respect to Director’s Fees, Stock Equivalents, Stock Units and Stock-Settled Awards payable on or after June 30, 2013.

EX-12.1

Exhibit 12.1

West Pharmaceutical Services, Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(in millions, except ratio amounts)	2013			2012			2011			2010			2009
EARNINGS:
Income before income taxes	$	147.1		$	108.6		$	92.7		$	74.5		$	83.1
Add:
Fixed charges	22.0			22.6			23.1			21.1			21.9
Less:
Capitalized interest	(1.6		)	(1.9		)	(1.1		)	(0.9		)	(2.4		)
Adjusted earnings	$	167.5		$	129.3		$	114.7		$	94.7		$	102.6
FIXED CHARGES:
Interest expense	18.6			18.6			19.3			$	17.7		$	17.6
One-third of rent expense	3.4			4.0			3.8			3.4			4.3
Total fixed charges	$	22.0		$	22.6		$	23.1		$	21.1		$	21.9
Ratio of earnings to fixed charges	7.61			5.72			4.97			4.49			4.68

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY

	State/County of Incorporation	Stock Ownership
West Pharmaceutical Services, Inc.	Pennsylvania	Parent Co.
Citation Plastics Co.	New Jersey	100.0	%
Medimop Medical Projects (North), Ltd.	Israel	100.0
Medimop Medical Projects Ltd.	Israel	100.0
Plasmec Public Limited Company	England	100.0
PM2OL A/S	Denmark	100.0
Tech Group Europe Limited	Ireland	100.0
Tech Group Grand Rapids, Inc.	Delaware	100.0
Tech Group North America, Inc.	Arizona	100.0
(mfg) Tech Group Puerto Rico, LLC	Delaware	100.0
TGPR Holdings Limited	Ireland	100.0
W.P.S. F. Limited	England	100.0
West Analytical Services, LLC	Delaware	100.0
West Pharmaceutical Packaging (China) Company Ltd.	China	100.0
West Pharmaceutical Packaging India Private Limited	India	100.0
West Pharmaceutical Services Argentina S.A.	Argentina	100.0
West Pharmaceutical Services Australia Pty. Ltd.	Australia	100.0
West Pharmaceutical Services Beograd d.o.o	Serbia	100.0
West Pharmaceutical Services Brasil Ltda.	Brasil	100.0
West Pharmaceutical Services Canovanas, Inc.	Delaware	100.0
West Pharmaceutical Services Colombia S.A.S	Colombia	98.2	(a)
West Pharmaceutical Services Cornwall Limited	England	100.0
West Pharmaceutical Services Danmark A/S	Denmark	100.0
West Pharmaceutical Services Delaware Acquisition, Inc.	Delaware	100.0
West Pharmaceutical Services Deutschland GmbH Co KG	Germany	100.0
West Pharmaceutical Services France S.A.	France	99.9	(b)
West Pharmaceutical Services Group Limited	England	100.0
West Pharmaceutical Services Hispania S.A.	Spain	100.0
West Pharmaceutical Services Holding Danmark ApS	Denmark	100.0
West Pharmaceutical Services Holding France SAS	France	100.0
West Pharmaceutical Services Holding GmbH	Germany	100.0
West Pharmaceutical Services Holdings Ltd	Israel	100.0
West Pharmaceutical Services Italia S.r.L.	Italy	100.0
West Pharmaceutical Services Lakewood, Inc.	Delaware	100.0
West Pharmaceutical Services Lewes Limited	England	100.0
West Pharmaceutical Services Normandie SAS	France	100.0
West Pharmaceutical Services of Delaware, Inc.	Delaware	100.0
West Pharmaceutical Services of Florida, Inc.	Florida	100.0
West Pharmaceutical Services Shanghai Medical Rubber Products Co., Ltd.	China	100.0
West Pharmaceutical Services Singapore (Holding) Pte. Limited	Singapore	100.0
West Pharmaceutical Services Singapore Pte. Ltd.	Singapore	100.0
West Pharmaceutical Services Vega Alta, Inc.	Delaware	100.0
West Pharmaceutical Services Venezuela C.A.	Venezuela	100.0
West Pharmaceutical Services Verwaltungs GmbH	Germany	100.0
(a) 1.55% is held in treasury by West Pharmaceutical Services Colombia S.A.S
(b) In addition, .01% is owned directly by 8 individual shareholders who are officers of the Company.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-3 (Registration Nos. 333-88358, 333-128438, 333-133863 and 333-145186) and Forms S-8 (Registration Nos. 333-106977, 333-115175, 333-143129, 333-143437, 333-156492 and 333-174153) of West Pharmaceutical Services, Inc. of our reportdated February 27, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 27, 2014    

EX-24

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Mark A. Buthman

Mark A. Buthman

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ William F. Feehery

William F. Feehery

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Thomas W. Hofmann

Thomas W. Hofmann

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ L. Robert Johnson

L. Robert Johnson

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as her attorneys-in-fact to sign on her behalf and in her capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Paula A. Johnson

Paula A. Johnson

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as her attorneys-in-fact to sign on her behalf and in her capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

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

Myla Lai-Goldman, M.D.

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Douglas A. Michels

Douglas A. Michels

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ John H. Weiland

John H. Weiland

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Anthony Welters

Anthony Welters

POWER OF ATTORNEY

The undersigned hereby authorizes and appoints Donald E. Morel, Jr. and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and all amendments, exhibits and supplements thereto.

Date: February 18, 2014

/s/ Patrick J. Zenner

Patrick J. Zenner

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Donald E. Morel, Jr., Ph.D., certify that:

1. I have reviewed this Annual Report on Form 10-K of West Pharmaceutical Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

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

Chairman of the Board and Chief Executive Officer

Date: February 27, 2014

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William J. Federici, certify that:

1. I have reviewed this Annual Report on Form 10-K of West Pharmaceutical Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

Date: February 27, 2014

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of West Pharmaceutical Services, Inc. (the “Company”) for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald E. Morel, Jr., Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

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

Chairman of the Board and Chief Executive Officer

Date: February 27, 2014

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of West Pharmaceutical Services, Inc. (the “Company”) for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Federici, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William J. Federici

William J. Federici

Senior Vice President and Chief Financial Officer

Date: February 27, 2014

XML

Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of Components of Net Periodic Benefit Cost

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

	Pension benefits									Other retirement benefits
($ in millions)	2013			2012			2011			2013			2012			2011
Net periodic benefit cost:
Service cost	$	9.7		$	8.5		$	8.9		$	1.1		$	1.3		$	1.2
Interest cost	14.8			15.5			16.0			0.6			1.0			1.0
Expected return on assets	(17.3		)	(16.4		)	(16.0		)	—			—			—
Amortization of prior service (credit) cost	(1.3		)	(1.4		)	(1.5		)	—			0.1			0.1
Amortization of transition obligation	0.1			0.1			0.1			—			—			—
Amortization of actuarial loss (gain)	9.2			8.5			6.0			(0.7		)	—			—
Curtailment	—			—			(0.2		)	—			—			—
Settlement effects	—			—			0.8			—			—			—
Net periodic benefit cost	$	15.2		$	14.8		$	14.1		$	1.0		$	2.4		$	2.3
Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net (gain) loss arising during period	$	(35.5	)	$	17.3		$	46.7		$	(18.5	)	$	2.1		$	1.3
Amortization of prior service credit (cost)	1.3			1.4			1.5			—			(0.1		)	(0.1		)
Amortization of transition obligation	(0.1		)	(0.1		)	(0.1		)	—			—			—
Amortization of actuarial (loss) gain	(9.2		)	(8.5		)	(6.0		)	0.7			—			—
Curtailment	—			—			0.2			—			—			0.4
Settlement effects	—			—			(0.8		)	—			—			—
Total recognized in other comprehensive income	$	(43.5	)	$	10.1		$	41.5		$	(17.8	)	$	2.0		$	1.6
Total recognized in net periodic benefit cost and other comprehensive income	$	(28.3	)	$	24.9		$	55.6		$	(16.8	)	$	4.4		$	3.9

Net periodic benefit cost by geographic location is as follows:

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
U.S. plans	$	11.9	$	12.0	$	11.4	$	1.0	$	2.4	$	2.3
International plans	3.3		2.8		2.7		—		—		—
Net periodic benefit cost	$	15.2	$	14.8	$	14.1	$	1.0	$	2.4	$	2.3

Schedule of Changes in Projected Benefit Obligation, Fair Value of Plan Assets and Funded Status

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation, January 1	$	(363.2	)	$	(319.9	)	$	(26.0	)	$	(21.7	)
Service cost	(9.7		)	(8.5		)	(1.1		)	(1.3		)
Interest cost	(14.8		)	(15.5		)	(0.6		)	(1.0		)
Participants' contributions	(0.6		)	—			(0.5		)	(0.5		)
Actuarial gain (loss)	12.9			(32.4		)	18.5			(2.1		)
Amendments/transfers in	—			(0.3		)	—			—
Benefits/expenses paid	16.4			15.3			0.5			0.6
Foreign currency translation	(1.8		)	(1.9		)	—			—
Benefit obligation, December 31	$	(360.8	)	$	(363.2	)	$	(9.2	)	$	(26.0	)
Change in plan assets:
Fair value of assets, January 1	$	251.0		$	213.3		$	—		$	—
Actual return on assets	40.5			32.3			—			—
Employer contribution	8.2			19.8			—			0.1
Participants' contribution	0.6			—			0.5			0.5
Benefits/expenses paid	(16.4		)	(15.3		)	(0.5		)	(0.6		)
Foreign currency translation	0.8			0.9			—			—
Fair value of assets, December 31	$	284.7		$	251.0		$	—		$	—
Funded status at end of year	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

Schedule of Amounts Recognized in Balance Sheet

Amounts recognized in the balance sheet were as follows:

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Current liabilities	$	(1.5	)	$	(1.6	)	$	(0.7	)	$	(1.2	)
Noncurrent liabilities	(74.6		)	(110.6		)	(8.5		)	(24.8		)
	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Net actuarial loss (gain)	$	95.2		$	140.0		$	(15.5	)	$	2.3
Transition obligation	0.3			0.4			—			—
Prior service (credit) cost	(7.4		)	(8.8		)	—			—
Total	$	88.1		$	131.6		$	(15.5	)	$	2.3

Schedule of Expected Benefit Payments

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

($ in millions)	Domestic Plans		International Plans		Total
2014	$	31.4	$	1.6	$	33.0
2015	20.5		1.5		22.0
2016	22.3		1.6		23.9
2017	24.4		2.0		26.4
2018	24.3		2.3		26.6
2019 to 2023	133.8		15.8		149.6
	$	256.7	$	24.8	$	281.5

Schedule of Assumptions Used

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

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
Discount rate	3.99	%	4.78	%	5.55	%	3.50	%	4.50	%	5.25	%
Rate of compensation increase	4.24	%	4.29	%	4.33	%	—		—		—
Long-term rate of return on assets	7.12	%	7.37	%	7.59	%	—		—		—

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

	Pension benefits				Other retirement benefits
	2013		2012		2013		2012
Discount rate	4.82	%	4.07	%	4.55	%	3.50	%
Rate of compensation increase	4.37	%	4.39	%	—		—

Schedule of Allocation of Plan Assets

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

	2013		2012
Equity securities	66	%	65	%
Debt securities	32	%	34	%
Other	2	%	1	%
	100	%	100	%

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

	Target allocation	Allocation range
Equity securities	65%	60%-70%
Debt securities	35%	30%-40%
Other	—%	0%-5%

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

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2013		Level 1		Level 2		Level 3
Cash	$	1.0	$	1.0	$	—	$	—
Equity securities:
Indexed mutual funds	132.6		132.6		—		—
International mutual funds	55.4		55.4		—		—
Fixed income securities:
Mutual funds	87.4		87.4		—		—
Insurance contract	1.2		—		1.2		—
Balanced mutual fund	7.1		7.1		—		—
	$	284.7	$	283.5	$	1.2	$	—

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2012		Level 1		Level 2		Level 3
Equity securities:
Indexed mutual funds	$	111.4	$	111.4	$	—	$	—
International mutual funds	49.6		49.6		—		—
Fixed income securities:
Mutual funds	83.8		83.8		—		—
Insurance contract	1.3		—		1.3		—
Balanced mutual fund	4.9		4.9		—		—
	$	251.0	$	249.7	$	1.3	$	—

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Segment Information (Sales and PPE by Geographic Location) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	$ 1,368.4	$ 1,266.4	$ 1,192.3
Property, Plant and Equipment, Net	711.7	669.0	593.6
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	614.5	592.8	543.6
Property, Plant and Equipment, Net	336.0	322.0	272.6
Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	219.6	184.4	184.1
Property, Plant and Equipment, Net	124.4	117.2	118.1
France [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	112.6	102.6	94.2
Property, Plant and Equipment, Net	43.4	42.1	41.3
Other European Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	279.4	251.4	242.7
Property, Plant and Equipment, Net	83.2	72.3	69.9
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	142.3	135.2	127.7
Property, Plant and Equipment, Net	$ 124.7	$ 115.4	$ 91.7

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Income Taxes (Income Before Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
U.S. operations	$ 28.9	$ 8.9	$ 15.8
International operations	118.2	99.7	76.9
Income before income taxes	$ 147.1	$ 108.6	$ 92.7

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Fair Value Measurements (Fair Value of Assets and Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets:
Short-term investments	$ 7.5	$ 12.4
Deferred compensation assets	5.7	4.0
Total assets at fair value	13.2	16.4
Liabilities:
Contingent consideration	4.3	3.3
Deferred compensation liabilities	12.1	7.6
Interest rate swap contracts	5.6	8.6
Foreign currency contracts		1.4
Total liabilities at fair value	22.0	20.9
Other Financial Instruments [Abstract]
Long-term debt, fair value	365.8	386.0
Long-term debt	371.3	378.8
Level 1 [Member]
Assets:
Short-term investments	7.5	12.4
Deferred compensation assets	5.7	4.0
Total assets at fair value	13.2	16.4
Liabilities:
Deferred compensation liabilities	12.1	7.6
Total liabilities at fair value	12.1	7.6
Level 2 [Member]
Liabilities:
Interest rate swap contracts	5.6	8.6
Foreign currency contracts		1.4
Total liabilities at fair value	5.6	10.0
Level 3 [Member]
Liabilities:
Contingent consideration	4.3	3.3
Total liabilities at fair value	$ 4.3	$ 3.3

XML

Segment Information (Segment Financial Information) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Net sales	$ 1,368.4	$ 1,266.4	$ 1,192.3
Operating profit	162.4	135.1	109.6
Loss on debt extinguishment	(0.2)	(11.6)	0
Interest expense, net	(15.1)	(14.9)	(16.9)
Income before income taxes	147.1	108.6	92.7
Segment assets	1,671.6	1,564.0	1,399.1
Capital expenditures	151.9	131.3	95.4
Depreciation and amortization expense	85.2	76.9	75.7
Packaging Systems [Member]
Segment Reporting Information [Line Items]
Net sales	996.0	915.1	857.4
Operating profit	217.0	187.5	152.6
Loss on debt extinguishment	0	0
Interest expense, net	0	0	0
Income before income taxes	217.0	187.5	152.6
Segment assets	1,048.9	942.7	843.5
Capital expenditures	81.3	74.3	66.2
Depreciation and amortization expense	55.5	52.7	53.6
Delivery Systems [Member]
Segment Reporting Information [Line Items]
Net sales	374.1	352.1	336.7
Operating profit	9.4	18.4	9.8
Loss on debt extinguishment	0	0
Interest expense, net	0	0	0
Income before income taxes	9.4	18.4	9.8
Segment assets	429.3	389.3	365.6
Capital expenditures	28.5	24.5	26.1
Depreciation and amortization expense	20.9	18.4	18.5
Corporate and Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(1.7)	(0.8)	(1.8)
Operating profit	(64.0)	(70.8)	(52.8)
Loss on debt extinguishment	(0.2)	(11.6)
Interest expense, net	(15.1)	(14.9)	(16.9)
Income before income taxes	(79.3)	(97.3)	(69.7)
Segment assets	193.4	232.0	190.0
Capital expenditures	42.1	32.5	3.1
Depreciation and amortization expense	$ 8.8	$ 5.8	$ 3.6

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Benefit Plans (Assumptions Used) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits [Member]
Weighted average assumptions used in net periodic benefit cost:
Discount rate	3.99%	4.78%	5.55%
Rate of compensation increase	4.24%	4.29%	4.33%
Long-term rate of return on assets	7.12%	7.37%	7.59%
Weighted average assumptions used in benefit obligations:
Discount rate	4.82%	4.07%
Rate of compensation increase	4.37%	4.39%
Other Retirement Benefits [Member]
Weighted average assumptions used in net periodic benefit cost:
Discount rate	3.50%	4.50%	5.25%
Weighted average assumptions used in benefit obligations:
Discount rate	4.55%	3.50%

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Income Taxes (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Line Items]
Accrued liabilities for interest and penalties	$ 0.5	$ 0.5
Total gross unrecognized tax benefits	7.1	6.8	6.3
Unrecognized tax benefits that would Impact effective tax rate	6.9
Estimated reduction in the liability for unrecognized tax benefits	0.4
State deferred tax asset, operating loss carryforwards	15.0
Foreign deferred tax asset, operating loss carryforwards	5.7
Undistributed earnings of foreign subsidiaries	688.2
Reduction in effective tax rate for 2012 had the Act been signed prior to January 2013	1.00%
State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating loss carryforwards	262.1
Foreign Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards	24.8
Loss carryforwards not subject to expiration	15.6
Tax credit carryforwards	20.0
2017 [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforwards	2.2
2018 [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforwards	1.9
2019 [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Tax credit carryforwards	1.5
2019 [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforwards	3.1
2020 [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforwards	3.2
2021 [Member] | Foreign Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforwards	9.6
Research and Development [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Tax credit carryforwards	3.3
Research and Development [Member] | Internal Revenue Service (IRS) [Member]
Income Taxes [Line Items]
Tax credit carryforwards	3.7
Research and Development [Member] | 2021 [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Tax credit carryforwards	0.6
Research and Development [Member] | 2022 [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Tax credit carryforwards	0.8
Research and Development [Member] | 2031 [Member] | Internal Revenue Service (IRS) [Member]
Income Taxes [Line Items]
Tax credit carryforwards	1.1
Research and Development [Member] | 2032 [Member] | Internal Revenue Service (IRS) [Member]
Income Taxes [Line Items]
Tax credit carryforwards	1.4
Research and Development [Member] | 2033 [Member] | Internal Revenue Service (IRS) [Member]
Income Taxes [Line Items]
Tax credit carryforwards	1.2
Research and Development [Member] | After 2022 [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Tax credit carryforwards	$ 1.9

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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

($ in millions)	Packaging Systems		Delivery Systems		Total
Balance, December 31, 2011	$	35.9	$	75.6	$	111.5
Foreign currency translation	0.8		0.2		1.0
Balance, December 31, 2012	36.7		75.8		112.5
Foreign currency translation	1.3		0.4		1.7
Balance, December 31, 2013	$	38.0	$	76.2	$	114.2

Schedule of Intangible Assets by Major Class

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

	2013							2012
($ in millions)	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Patents and licensing	$	20.7	$	(9.4	)	$	11.3	$	19.2	$	(7.8	)	$	11.4
In-process R&D/technology	3.5		(0.1		)	3.4		3.5		(0.1		)	3.4
Trademarks	12.1		(1.1		)	11.0		12.1		(1.0		)	11.1
Customer relationships	29.7		(14.6		)	15.1		29.7		(12.9		)	16.8
Customer contracts	11.7		(4.2		)	7.5		11.6		(3.7		)	7.9
	$	77.7	$	(29.4	)	$	48.3	$	76.1	$	(25.5	)	$	50.6

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Benefit Plans (Allocation of Plan Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Weighted average asset allocations	100.00%	100.00%
Fair value of pension plan assets	$ 284.7	$ 251.0
Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	283.5	249.7
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1.2	1.3
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted average asset allocations	66.00%	65.00%
Target allocation	65.00%
Allocation range minimum	60.00%
Allocation range maximum	70.00%
Indexed Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	132.6	111.4
Indexed Mutual Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	132.6	111.4
International Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	55.4	49.6
International Mutual Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	55.4	49.6
Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted average asset allocations	32.00%	34.00%
Target allocation	35.00%
Allocation range minimum	30.00%
Allocation range maximum	40.00%
Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted average asset allocations	2.00%	1.00%
Target allocation	0.00%
Allocation range minimum	0.00%
Allocation range maximum	5.00%
Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1.0
Cash [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1.0
Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	87.4	83.8
Mutual Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	87.4	83.8
Insurance Contract [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1.2	1.3
Insurance Contract [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1.2	1.3
Balanced Mutual Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	7.1	4.9
Balanced Mutual Fund [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	$ 7.1	$ 4.9

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Benefit Plans (Components of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits [Member]
Net periodic benefit cost:
Service cost	$ 9.7	$ 8.5	$ 8.9
Interest cost	14.8	15.5	16.0
Expected return on assets	(17.3)	(16.4)	(16.0)
Amortization of prior service (credit) cost	(1.3)	(1.4)	(1.5)
Amortization of transition obligation	0.1	0.1	0.1
Amortization of actuarial loss (gain)	9.2	8.5	6.0
Curtailment	0	0	(0.2)
Settlement effects	0	0	0.8
Net periodic benefit cost	15.2	14.8	14.1
Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net (gain) loss arising during period	(35.5)	17.3	46.7
Amortization of prior service credit (cost)	1.3	1.4	1.5
Amortization of transition obligation	(0.1)	(0.1)	(0.1)
Amortization of actuarial (loss) gain	(9.2)	(8.5)	(6.0)
Curtailment	0	0	0.2
Settlement effects	0	0	(0.8)
Total recognized in other comprehensive income	(43.5)	10.1	41.5
Total recognized in net periodic benefit cost and other comprehensive income	(28.3)	24.9	55.6
U.S. Pension Plans [Member]
Net periodic benefit cost:
Net periodic benefit cost	11.9	12.0	11.4
International Pension Plans [Member]
Net periodic benefit cost:
Net periodic benefit cost	3.3	2.8	2.7
Other Retirement Benefits [Member]
Net periodic benefit cost:
Service cost	1.1	1.3	1.2
Interest cost	0.6	1.0	1.0
Expected return on assets	0	0	0
Amortization of prior service (credit) cost	0	0.1	0.1
Amortization of transition obligation	0	0	0
Amortization of actuarial loss (gain)	(0.7)	0	0
Curtailment	0	0	0
Settlement effects	0	0	0
Net periodic benefit cost	1.0	2.4	2.3
Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net (gain) loss arising during period	(18.5)	2.1	1.3
Amortization of prior service credit (cost)	0	(0.1)	(0.1)
Amortization of transition obligation	0	0	0
Amortization of actuarial (loss) gain	0.7	0	0
Curtailment	0	0	0.4
Settlement effects	0	0	0
Total recognized in other comprehensive income	(17.8)	2.0	1.6
Total recognized in net periodic benefit cost and other comprehensive income	(16.8)	4.4	3.9
U.S. Defined Benefit Plans [Member]
Net periodic benefit cost:
Net periodic benefit cost	1.0	2.4	2.3
International Defined Benefit Plans [Member]
Net periodic benefit cost:
Net periodic benefit cost	$ 0	$ 0	$ 0

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Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning	$ (75.9)
Other comprehensive (loss) income before reclassifications	34.5
Amounts reclassified from AOCI	9.0
Other comprehensive income (loss), net of tax	43.5	(4.4)	(40.2)
Balance, ending	(32.4)	(75.9)
Losses on Cash Flow Hedges [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning	(9.0)
Other comprehensive (loss) income before reclassifications	(1.8)
Amounts reclassified from AOCI	4.8
Other comprehensive income (loss), net of tax	3.0
Balance, ending	(6.0)
Unrealized Gains on Investment Securities [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning	0.8
Other comprehensive (loss) income before reclassifications	3.5
Amounts reclassified from AOCI	0
Other comprehensive income (loss), net of tax	3.5
Balance, ending	4.3
Defined Benefit Pension and Other Postretirement Plans [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning	(84.9)
Other comprehensive (loss) income before reclassifications	33.7
Amounts reclassified from AOCI	4.2
Other comprehensive income (loss), net of tax	37.9
Balance, ending	(47.0)
Foreign Currency Translation [Member]
Changes in the Components of Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning	17.2
Other comprehensive (loss) income before reclassifications	(0.9)
Amounts reclassified from AOCI	0
Other comprehensive income (loss), net of tax	(0.9)
Balance, ending	$ 16.3

XML

Benefit Plans (Amounts Recognized in Other Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net actuarial loss (gain)	$ 95.2	$ 140.0
Transition obligation	0.3	0.4
Prior service (credit) cost	(7.4)	(8.8)
Total	88.1	131.6
Other Retirement Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Net actuarial loss (gain)	(15.5)	2.3
Transition obligation	0	0
Prior service (credit) cost	0	0
Total	$ (15.5)	$ 2.3

XML

Commitments and Contingencies (Future Minimum Lease Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
2014	$ 10.5
2015	9.0
2016	7.4
2017	5.1
2018	4.1
Thereafter	17.4
Total	$ 53.5

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Stock-Based Compensation (Allocation of Share-based Compensation Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 21.2	$ 15.5	$ 8.4
Stock Option and Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	7.7	5.3	4.4
Performance-Vesting Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	6.5	6.0	3.0
Performance-Vesting Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	2.4	0.9	0.2
Performance-vesting Shares or Units Dividend Equivalents [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	0.4	0.1	0.1
Employee Stock Purchase Plan (ESPP) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	0.4	0.4	0.3
Deferred Compensation Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 3.8	$ 2.8	$ 0.4

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 20.9		$ 19.6		$ 25.4
Charged to costs and expenses	2.8		0.9		(0.3)
Deductions	0.6	[1]	0.4	[1]	(5.5)	[1]
Balance at end of period	24.3		20.9		19.6
Deferred Tax Asset Valuation Allowance [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	20.4		19.3		24.9
Charged to costs and expenses	2.8		0.6		(0.2)
Deductions	0.3	[1]	0.5	[1]	(5.4)	[1]
Balance at end of period	23.5		20.4		19.3
Allowance for Doubtful Accounts Receivable [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	0.5		0.3		0.5
Charged to costs and expenses	0		0.3		(0.1)
Deductions	0.3	[1]	(0.1)	[1]	0	[1]
Balance at end of period	$ 0.8		$ 0.5		$ 0.3

[1] Includes accounts receivable written off, the write-off or write-down of valuation allowances, and translation adjustments.

XML

Benefit Plans (Expected Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
2014	$ 33.0
2015	22.0
2016	23.9
2017	26.4
2018	26.6
2019 to 2023	149.6
Total benefit payments expected	281.5
Domestic Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
2014	31.4
2015	20.5
2016	22.3
2017	24.4
2018	24.3
2019 to 2023	133.8
Total benefit payments expected	256.7
International Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
2014	1.6
2015	1.5
2016	1.6
2017	2.0
2018	2.3
2019 to 2023	15.8
Total benefit payments expected	$ 24.8

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Fair Value Measurements (Changes in Level 3 Fair Value Measurements) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Level 3 Fair Value Measurements [Roll Forward]
Balance	$ 3.3	$ 2.1
Increase (reduction) in fair value recorded in earnings	1.0	1.2
Balance	$ 4.3	$ 3.3

XML

Schedule II - Valuation and Qualifying Accounts (Notes)

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

Schedule II - Valuation and Qualifying Accounts

($ in millions)	Balance at beginning of period		Charged to costs and expenses			Deductions (1)			Balance at end of period
For the year ended December 31, 2013
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	20.4	$	2.8		$	0.3		$	23.5
Allowance for doubtful accounts	0.5		—			0.3			0.8
Total allowances deducted from assets	$	20.9	$	2.8		$	0.6		$	24.3
For the year ended December 31, 2012
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	19.3	$	0.6		$	0.5		$	20.4
Allowance for doubtful accounts	0.3		0.3			(0.1		)	0.5
Total allowances deducted from assets	$	19.6	$	0.9		$	0.4		$	20.9
For the year ended December 31, 2011
Allowances deducted from assets:
Deferred tax asset valuation allowance	$	24.9	$	(0.2	)	$	(5.4	)	$	19.3
Allowance for doubtful accounts	0.5		(0.1		)	(0.1		)	0.3
Total allowances deducted from assets	$	25.4	$	(0.3	)	$	(5.5	)	$	19.6

__________________________

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

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Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets
Net operating loss carryforwards	$ 20.7	$ 21.1
Tax credit carryforwards	36.1	37.0
Restructuring and impairment charges	0.1	0.3
Pension and deferred compensation	51.2	69.8
Other	19.8	15.1
Valuation allowance	(23.5)	(20.4)
Total deferred tax assets	104.4	122.9
Deferred tax liabilities:
Accelerated depreciation	40.5	42.8
Other	5.4	3.9
Total deferred tax liabilities	45.9	46.7
Net deferred tax asset	$ 58.5	$ 76.2

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Summary of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0.8	$ 0.5
Finished goods	80.0	70.9
Work in process	24.8	23.6
Raw materials	72.1	67.7
Total inventories	$ 176.9	$ 162.2
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of finite-lived intangible assets			5 years	25 years

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Benefit Plans (Amounts Recognized in Balane Sheet) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Current liabilities	$ (2.2)	$ (2.8)
Noncurrent liabilities	(83.1)	(135.4)
Pension Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Current liabilities	(1.5)	(1.6)
Noncurrent liabilities	(74.6)	(110.6)
Total liabilities	(76.1)	(112.2)
Other Retirement Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Current liabilities	(0.7)	(1.2)
Noncurrent liabilities	(8.5)	(24.8)
Total liabilities	$ (9.2)	$ (26.0)

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Effects of Derivative Instruments on Other Comprehensive Income ('OCI') and earnings

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

	Amount of Gain (Loss) Recognized in OCI						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income					Location of Gain (Loss) Reclassified from Accumulated OCI into Income
($ in millions)	2013			2012			2013			2012
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	(2.5		)	(0.8		)	3.3			—		Cost of goods and services sold
Interest rate swap contracts	0.2			(1.9		)	1.6			2.0		Interest expense
Forward treasury locks	—			(2.9		)	0.2			0.2		Interest expense
Total	$	(1.9	)	$	(5.8	)	$	4.9		$	2.2
Net Investment Hedges:
Foreign currency-denominated debt	$	(2.1	)	$	(1.1	)	$	—		$	—	Foreign exchange and other
Total	$	(2.1	)	$	(1.1	)	$	—		$	—

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Segment Information (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 segment	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of reportable segments	2
Loss on debt extinguishment	$ (0.2)	$ (11.6)	$ 0
Packaging Systems [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of operating segments	3
Loss on debt extinguishment	$ 0	$ 0

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Debt (Textuals) (Details)	12 Months Ended						3 Months Ended				12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended			12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Senior A Notes Due 2022 [Member]	Dec. 31, 2013 Senior B Notes Due 2024 [Member]	Dec. 31, 2013 Senior C Notes Due 2027 [Member]	Jun. 30, 2012 Revolving Credit Facility Due 2014 [Member] USD ($)	Jun. 30, 2012 Revolving Credit Facility Due 2017 [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility Due 2017 [Member] USD ($)	Dec. 31, 2012 Revolving Credit Facility Due 2017 [Member] USD ($)	Dec. 31, 2013 Term Loan Due 2018 [Member] USD ($)	Dec. 31, 2012 Term Loan Due 2018 [Member] USD ($)	Dec. 31, 2013 Series B Floating Rate Notes Due 2015 [Member] USD ($)	Dec. 31, 2012 Series B Floating Rate Notes Due 2015 [Member] USD ($)	Dec. 31, 2013 EURO Note A Due 2013 [Member] USD ($)	Dec. 31, 2012 EURO Note A Due 2013 [Member] USD ($)	Dec. 31, 2013 EURO Note B Due 2016 [Member] USD ($)	Dec. 31, 2013 EURO Note B Due 2016 [Member] EUR (€)	Dec. 31, 2012 EURO Note B Due 2016 [Member] USD ($)	Dec. 31, 2013 Convertible Debt Due 2047 [Member] USD ($)	Dec. 31, 2013 Convertible Debt Due 2047 [Member] USD ($)	Dec. 31, 2012 Convertible Debt Due 2047 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior A Notes Due 2022 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior A Notes Due 2022 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior B Notes Due 2024 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior B Notes Due 2024 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior C Notes Due 2027 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior C Notes Due 2027 [Member] USD ($)	Dec. 31, 2013 Letter of Credit [Member] Revolving Credit Facility Due 2017 [Member] USD ($)
Line of Credit Facility [Line Items]
Line of Credit Facility, expiration date								Apr. 30, 2017
Line of Credit Facility, current borrowing capacity								$ 300,000,000.0
Line of Credit Facility, maximum borrowing capacity								350,000,000.0
Credit facility is available for swing-line loans								30,000,000.0
Credit available for the issuance of letters of credit								30,000,000.0
Line of credit interest rate margin added to Libor at minimum (in hundredths)								1.25%
Line of credit interest rate margin added to Libor at maximum (in hundredths)								2.25%
Debt issuance cost							800,000	1,600,000															1,200,000
Long-term debt	373,500,000	411,500,000							53,700,000	71,500,000	41,300,000	35,300,000		25,000,000		26,900,000	84,100,000		80,800,000		600,000	3,100,000	168,000,000	42,000,000	42,000,000	53,000,000	53,000,000	73,000,000	73,000,000
Long-term Debt, Current Maturities											2,000,000
Line of credit facility outstanding borrowings, Yen									4,800,000
Line of credit facility outstanding borrowings, Euro									28,900,000
Line of Credit, current									5,700,000
Line of Credit, noncurrent									65,800,000
Outstanding amount																														3,500,000
Line of Credit Facility, unused commitment level									242,800,000
Term of debt																	10 years	10 years
Variable rate basis											LIBOR		LIBOR
Basis spread on variable interest rate											1.50%		0.90%
Debt Instrument, face amount											42,800,000		25,000,000					61,100,000
Debt Instrument, Term											5 years
Debt instrument, maturity date													Jul. 28, 2015		Feb. 27, 2013		Feb. 27, 2016	Feb. 27, 2016		Mar. 15, 2047	Mar. 15, 2047
Debt instrument, stated interest rate				3.67%	3.82%	4.02%			1.68%		1.67%		1.14%		4.215%		4.38%	4.38%		4.00%	4.00%			3.67%		3.82%		4.02%
Long-term debt	371,300,000	378,800,000																		161,500,000
Conversion ratio of debt per $1,000 of debt																				36.3777	36.3777
Convertbile debt, conversion price (in usd per share)																				$ 27.49
Debentures automatic conversion feature																				Subsequent to March 20, 2012, if our common stock closing price exceeds 150% of the then prevailing conversion price for at least 20 trading days during any 30 consecutive trading day period, we have the option to cause the debentures to be automatically converted into West shares at the prevailing conversion rate	Subsequent to March 20, 2012, if our common stock closing price exceeds 150% of the then prevailing conversion price for at least 20 trading days during any 30 consecutive trading day period, we have the option to cause the debentures to be automatically converted into West shares at the prevailing conversion rate
Debt instrument, repurchase amount																					2,500,000	158,400,000
Percentage of convertible debt repurchased																						98.06%
Loss on debt extinguishment																					200,000	11,600,000
Weighted average of the coupon interest rate																							3.87%
Annual effective interest rate																							4.16%
Interest expense	18,600,000	18,600,000	19,300,000
Aggregate annual maturities of long-term debt [Abstract]
2014	27,200,000
2015	86,800,000
2016	56,100,000
2017	32,500,000
2018	100,000
Thereafter	$ 168,600,000

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Goodwill and Intangible Assets (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Foreign currency translation gains (losses)	$ 0.5	$ 0.3
Amortization expense	3.9	3.9	4.3
Estimated annual amortization expense, 2014	4.3
Estimated annual amortization expense, 2015	3.9
Estimated annual amortization expense, 2016	3.2
Estimated annual amortization expense, 2017	2.9
Estimated annual amortization expense, 2018	2.7
Indefinite-lived trademarks	10.0
In-Process Research and Development (IPR&D) [Member]
Finite-Lived Intangible Assets [Line Items]
Acquired indefinite-lived intangible asset	$ 3.3

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Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Balance	$ 6.8	$ 6.3
Additions for tax positions taken in the current year	1.7	0.7
Reduction for expiration of statute of limitations/audits	(1.4)	(0.2)
Balance	$ 7.1	$ 6.8

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

 Summary of Significant Accounting Policies

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

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

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

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

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

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

($ in millions)	2013		2012
Finished goods	$	80.0	$	70.9
Work in process	24.8		23.6
Raw materials	72.1		67.7
	$	176.9	$	162.2

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

Impairment of Goodwill and Other Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, following the completion of our annual budget and long-range planning process, or whenever circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which is the same as, or one level below, our operating segments. Recent accounting guidance allows entities to first assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, to determine whether it is necessary to perform the first step of the two-step quantitative goodwill impairment test. We considered this guidance when performing our annual impairment testing, but elected to continue utilizing the two-step quantitative impairment test. The first step in the two-step analysis is to compare the fair value of each reporting unit to its carrying amount, including goodwill. If the carrying amount exceeds fair value, the second step must be performed. The second step requires the comparison of the carrying amount of the goodwill to its implied fair value, which is calculated as if the reporting unit had just been acquired as of the testing date. Any excess of the carrying amount of goodwill over the implied fair value would represent an impairment loss.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Property, Plant and Equipment (Property, Pland and Equipment, Gross) (Details) (USD $) In Millions, unless otherwise specified							12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Land [Member]	Dec. 31, 2012 Land [Member]	Dec. 31, 2013 Buildings and Improvements [Member]	Dec. 31, 2012 Buildings and Improvements [Member]	Dec. 31, 2013 Buildings and Improvements [Member] Minimum [Member]	Dec. 31, 2013 Buildings and Improvements [Member] Maximum [Member]	Dec. 31, 2013 Machinery and Equipment [Member]	Dec. 31, 2012 Machinery and Equipment [Member]	Dec. 31, 2013 Machinery and Equipment [Member] Minimum [Member]	Dec. 31, 2013 Machinery and Equipment [Member] Maximum [Member]	Dec. 31, 2013 Molds and Dies [Member]	Dec. 31, 2012 Molds and Dies [Member]	Dec. 31, 2013 Molds and Dies [Member] Minimum [Member]	Dec. 31, 2013 Molds and Dies [Member] Maximum [Member]	Dec. 31, 2013 Computer Hardware and Software [Member]	Dec. 31, 2012 Computer Hardware and Software [Member]	Dec. 31, 2013 Computer Hardware and Software [Member] Minimum [Member]	Dec. 31, 2013 Computer Hardware and Software [Member] Maximum [Member]	Dec. 31, 2013 Construction in Progress [Member]	Dec. 31, 2012 Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives							P5Y	P50Y			P10Y	P15Y			P4Y	P7Y			P3Y	P10Y
Property, plant and equipment	$ 1,369.0	$ 1,274.8	$ 15.7	$ 9.0	$ 397.5	$ 310.9			$ 655.2	$ 607.1			$ 95.7	$ 90.1			$ 107.1	$ 102.5			$ 97.8	$ 155.2

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Restructuring and Other Items (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring and Related Activities [Abstract]
Severance and post-employment benefits	$ 0	$ (1.2)	$ 2.3
Impairments and asset write-offs	0	2.4	0
Other restructuring charges	0	0.9	3.0
Total restructuring and related charges	0	2.1	5.3
Impairment charge	0	3.4	0
Development income	(2.0)	(6.5)	0
Acquisition-related contingencies	1.0	1.2	(0.2)
Special separation benefits	0	0	2.9
Foreign exchange and other	0.5	1.1	1.5
Total restructuring and other items	$ (0.5)	$ 1.3	$ 9.5

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Reconciliation of Beginning and Ending Liability for Unrecognized Tax Benefits

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

($ in millions)	2013			2012
Balance at January 1	$	6.8		$	6.3
Additions for tax positions taken in the current year	1.7			0.7
Reduction for expiration of statute of limitations/audits	(1.4		)	(0.2		)
Balance at December 31	$	7.1		$	6.8

Schedule of Components of Income Before Income Taxes

The components of income before income taxes are:

($ in millions)	2013		2012		2011
U.S. operations	$	28.9	$	8.9	$	15.8
International operations	118.2		99.7		76.9
Total income before income taxes	$	147.1	$	108.6	$	92.7

Schedule of Components of Income Tax Expense

The related provision for income taxes consists of:

($ in millions)	2013			2012		2011
Current:
Federal	$	—		$	—	$	—
State	0.3			0.2		—
International	38.2			27.2		20.6
Current income tax provision	38.5			27.4		20.6
Deferred:
Federal and state	9.2			3.3		2.7
International	(7.5		)	2.0		0.2
Deferred income tax provision	1.7			5.3		2.9
Income tax expense	$	40.2		$	32.7	$	23.5

Schedule of Deferred Tax Assets and Liabilities

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

($ in millions)	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	20.7		$	21.1
Tax credit carryforwards	36.1			37.0
Restructuring and impairment charges	0.1			0.3
Pension and deferred compensation	51.2			69.8
Other	19.8			15.1
Valuation allowance	(23.5		)	(20.4		)
Total deferred tax assets	104.4			122.9
Deferred tax liabilities:
Accelerated depreciation	40.5			42.8
Other	5.4			3.9
Total deferred tax liabilities	45.9			46.7
Net deferred tax asset	$	58.5		$	76.2

Schedule of Effective Income Tax Rate Reconciliation

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

	2013		2012		2011
U.S. federal corporate tax rate	35.0	%	35.0	%	35.0	%
Tax on international operations less than U.S. tax rate	(5.3	)	(5.9	)	(8.2	)
Non-benefited losses	—		0.6		—
Reversal of prior valuation allowance	(1.0	)	—		(0.1	)
Reversal of reserves for unrecognized tax benefits	(0.8	)	(0.2	)	(0.8	)
U.S. tax on international earnings, net of foreign tax credits	0.1		(1.2	)	(1.5	)
State income taxes, net of federal tax effect	0.1		(1.0	)	0.7
U.S. research and development credits	(1.8	)	—		(1.1	)
Other business credits and Section 199 Deduction	(0.5	)	(1.0	)	(1.3	)
Non-deductible debt premium	—		2.0		—
Other	1.6		1.9		2.6
Effective tax rate	27.4	%	30.2	%	25.3	%

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Restructuring and Other Items (Tables)

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Other Items

Restructuring and other items consisted of:

($ in millions)	2013			2012			2011
Restructuring and related charges (reversals):
Severance and post-employment benefits	$	—		$	(1.2	)	$	2.3
Impairments and asset write-offs	—			2.4			—
Other restructuring charges	—			0.9			3.0
Total restructuring and related charges	—			2.1			5.3
Impairment charge	—			3.4			—
Development income	(2.0		)	(6.5		)	—
Acquisition-related contingencies	1.0			1.2			(0.2		)
Special separation benefits	—			—			2.9
Foreign exchange and other	0.5			1.1			1.5
Total restructuring and other items	$	(0.5	)	$	1.3		$	9.5

Activity Related to Restructuring Obligations

The following table presents activity related to our restructuring obligations:

($ in millions)	Severance and benefits			Other Costs			Total
Balance, December 31, 2011	$	6.2		$	0.6		$	6.8
Charges (reversals), net	(1.2		)	3.3			2.1
Cash payments	(2.6		)	(1.4		)	(4.0		)
Non-cash adjustments	0.4			(2.5		)	(2.1		)
Balance, December 31, 2012	$	2.8		$	—		$	2.8
Cash payments	(2.8		)	—			(2.8		)
Balance, December 31, 2013	$	—		$	—		$	—

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Net Income Per Share (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Net income, as reported, for basic net income per share	$ 112.3	$ 80.7	$ 75.5
Plus: interest expense on convertible debt, net of tax	0	2.0	4.3
Net income for diluted net income per share	$ 112.3	$ 82.7	$ 79.8
Weighted average common shares outstanding (in shares)	69.6	68.1	67.3
Assumed stock options exercised and awards vested, based on the treasury stock method (in shares)	1.7	1.1	0.9
Assumed conversion of convertible debt, based on the if-converted method (in shares)	0.1	2.6	5.8
Weighted average shares assuming dilution (in shares)	71.4	71.8	74.0
Antidilutive options excluded from computation of diluted net income per share (in shares)		1.0	3.2

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Activity Related to Restructuring Obligations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Restructuring Reserve [Roll Forward]
Balance, Beginning	$ 2.8	$ 6.8
Charges		2.1
Cash payments	(2.8)	(4.0)
Non-cash adjustments		(2.1)
Balance, Ending	0	2.8
Severance and benefits [Member]
Restructuring Reserve [Roll Forward]
Balance, Beginning	2.8	6.2
Charges		(1.2)
Cash payments	(2.8)	(2.6)
Non-cash adjustments		0.4
Balance, Ending	0	2.8
Other Costs [Member]
Restructuring Reserve [Roll Forward]
Balance, Beginning	0	0.6
Charges		3.3
Cash payments	0	(1.4)
Non-cash adjustments		(2.5)
Balance, Ending	$ 0	$ 0

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Schedule of Sales by Significant Product Group

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

($ in millions)	2013			2012			2011
Packaging Systems	$	996.0		$	915.1		$	857.4
Proprietary products	92.7			77.0			67.4
Contract manufacturing	281.4			275.1			269.3
Delivery Systems	374.1			352.1			336.7
Intersegment sales elimination	(1.7		)	(0.8		)	(1.8		)
Net sales	$	1,368.4		$	1,266.4		$	1,192.3

Schedule of Sales and Net Property, Plant and Equipment, by Geographical Areas

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

	Sales						Property, Plant and Equipment, Net
($ in millions)	2013		2012		2011		2013		2012		2011
United States	$	614.5	$	592.8	$	543.6	$	336.0	$	322.0	$	272.6
Germany	219.6		184.4		184.1		124.4		117.2		118.1
France	112.6		102.6		94.2		43.4		42.1		41.3
Other European countries	279.4		251.4		242.7		83.2		72.3		69.9
Other	142.3		135.2		127.7		124.7		115.4		91.7
	$	1,368.4	$	1,266.4	$	1,192.3	$	711.7	$	669.0	$	593.6

Schedule of Segment Reporting Information, by Segment

The following tables provide summarized financial information for our segments:

($ in millions)	Packaging Systems		Delivery Systems		Corporate and Eliminations			Consolidated
2013
Net sales	$	996.0	$	374.1	$	(1.7	)	$	1,368.4
Operating profit	$	217.0	$	9.4	$	(64.0	)	$	162.4
Loss on debt extinguishment	—		—		(0.2		)	(0.2		)
Interest expense, net	—		—		(15.1		)	(15.1		)
Income before income taxes	$	217.0	$	9.4	$	(79.3	)	$	147.1
Segment assets	$	1,048.9	$	429.3	$	193.4		$	1,671.6
Capital expenditures	81.3		28.5		42.1			151.9
Depreciation and amortization expense	55.5		20.9		8.8			85.2
2012
Net sales	$	915.1	$	352.1	$	(0.8	)	$	1,266.4
Operating profit	$	187.5	$	18.4	$	(70.8	)	$	135.1
Loss on debt extinguishment	—		—		(11.6		)	(11.6		)
Interest expense, net	—		—		(14.9		)	(14.9		)
Income before income taxes	$	187.5	$	18.4	$	(97.3	)	$	108.6
Segment assets	$	942.7	$	389.3	$	232.0		$	1,564.0
Capital expenditures	74.3		24.5		32.5			131.3
Depreciation and amortization expense	52.7		18.4		5.8			76.9
2011
Net sales	$	857.4	$	336.7	$	(1.8	)	$	1,192.3
Operating profit	$	152.6	$	9.8	$	(52.8	)	$	109.6
Interest expense, net	—		—		(16.9		)	(16.9		)
Income before income taxes	$	152.6	$	9.8	$	(69.7	)	$	92.7
Segment assets	$	843.5	$	365.6	$	190.0		$	1,399.1
Capital expenditures	66.2		26.1		3.1			95.4
Depreciation and amortization expense	53.6		18.5		3.6			75.7

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Net Income Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Reconcilliation of Basic to Diluted Net Income Per Share

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

($ and shares in millions)	2013		2012		2011
Net income, as reported, for basic net income per share	$	112.3	$	80.7	$	75.5
Plus: interest expense on convertible debt, net of tax	—		2.0		4.3
Net income for diluted net income per share	$	112.3	$	82.7	$	79.8
Weighted average common shares outstanding	69.6		68.1		67.3
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.7		1.1		0.9
Assumed conversion of convertible debt, based on the if-converted method	0.1		2.6		5.8
Weighted average shares assuming dilution	71.4		71.8		74.0

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 112.3	$ 80.7	$ 75.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	81.0	72.8	71.1
Amortization	4.2	4.1	4.6
Loss on debt extinguishment	0.2	11.6	0
Stock-based compensation	21.2	15.5	8.4
Loss (gain) on sales of equipment	0.4	1.7	(0.2)
Asset impairments	0	6.2	0
Deferred income taxes	1.7	5.3	2.9
Pension and Other Postretirement Benefit Expense	8.0	(2.7)	(4.5)
Equity in undistributed earnings of affiliates, net of dividends	(4.8)	(4.5)	(6.0)
Changes in assets/liabilities, net of acquisitions:
Increase in accounts receivable	(9.1)	(25.7)	(25.5)
Increase in inventories	(13.9)	(8.9)	(9.3)
(Increase) decrease in other current assets	(0.6)	5.8	(3.1)
Increase in accounts payable	4.6	5.8	24.6
Changes in other assets and liabilities	15.3	19.7	(7.8)
Net cash provided by operating activities	220.5	187.4	130.7
Cash flows from investing activities:
Capital expenditures	(151.9)	(131.3)	(95.4)
Acquisition of patents and other long-term assets	(3.9)	(0.7)	(1.4)
Sales and maturities of short-term investments	19.1	45.6	15.6
Purchases of short-term investments	(14.2)	(31.2)	(41.2)
Other, net	1.0	1.6	1.9
Net cash used in investing activities	(149.9)	(116.0)	(120.5)
Cash flows from financing activities:
Borrowings under revolving credit agreements	292.7	568.3	193.4
Repayments under revolving credit agreements	(311.0)	(502.6)	(199.9)
Debt issuance costs	0	(7.5)	(0.3)
Repayments of long-term debt	(30.5)	(215.9)	(0.7)
Long-term debt borrowings	43.2	168.1	0.2
Dividend payments	(26.8)	(24.9)	(23.2)
Proceeds from exercise of stock options and stock appreciation rights	21.7	8.7	3.9
Employee stock purchase plan contributions	2.5	2.2	1.9
Excess tax benefit from employee stock plans	8.3	4.9	3.5
Shares repurchased for employee tax withholdings	(5.2)	(4.7)	(3.5)
Net cash used in financing activities	(5.1)	(3.4)	(24.7)
Effect of exchange rates on cash	2.6	2.1	(3.9)
Net increase (decrease) in cash and cash equivalents	68.1	70.1	(18.4)
Cash, including cash equivalents at beginning of period	161.9	91.8	110.2
Cash, including cash equivalents at end of period	230.0	161.9	91.8
Supplemental cash flow information:
Interest paid, net of amounts capitalized	16.9	15.3	18.2
Income taxes paid, net	34.4	16.1	20.4
Accrued capital expenditures	17.1	54.3	33.8
Dividends declared, not paid	$ 7.0	$ 6.5	$ 6.1

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss

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

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2012	$	(9.0	)	$	0.8	$	(84.9	)	$	17.2		$	(75.9	)
Other comprehensive (loss) income before reclassifications	(1.8		)	3.5		33.7			(0.9		)	34.5
Amounts reclassified out	4.8			—		4.2			—			9.0
Other comprehensive income (loss), net of tax	3.0			3.5		37.9			(0.9		)	43.5
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)

Reclassification out of Accumulated Other Comprehensive Loss

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

Detail of components	2013			Location on Statement of Income
Losses on cash flow hedges:
Foreign currency contracts	$	(5.1	)	Cost of goods and services sold
Interest rate swap contracts	(2.6		)	Interest expense
Forward treasury locks	(0.3		)	Interest expense
Total before tax	(8.0		)
Tax expense	3.2
Net of tax	$	(4.8	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	(0.1	)	(a)
Prior service cost	1.3			(a)
Actuarial losses	(8.5		)	(a)
Total before tax	(7.3		)
Tax expense	3.1
Net of tax	$	(4.2	)
Total reclassifications for the period, net of tax	$	(9.0	)

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

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Stock-Based Compensation (Stock Appreciation Rights Award Activity) (Details) (Stock Appreciation Rights (SARs) [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Appreciation Rights (SARs) [Member]
SARs Activity [Roll Forward]
Outstanding, Beginning	389,686	320,336	222,096
Granted	132,566	145,018	126,048
Exercised	(147,148)	(75,668)	(15,370)
Forfeited	0	0	(12,438)
Outstanding, Ending	375,104	389,686	320,336
SARs, Weighted Average Exercise Price [Roll Forward]
Oustanding, Beginning (in usd per share)	$ 20.81	$ 20.17	$ 19.87
Granted (in usd per share)	$ 29.56	$ 21.22	$ 20.57
Exercised (in usd per share)	$ 20.47	$ 18.91	$ 19.58
Forfeited (in usd per share)	$ 0.00	$ 0.00	$ 19.59
Oustanding, Ending (in usd per share)	$ 24.03	$ 20.81	$ 20.17
SARs, Additional Disclosures
Exercisable	56,938	110,292	117,800
Exercisable (in usd per share)	$ 20.95	$ 20.70	$ 19.86

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Allocation of Share-based Compensation Costs by Plan

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

($ in millions)	2013		2012		2011
Stock option and appreciation rights	$	7.7	$	5.3	$	4.4
Performance-vesting shares	6.5		6.0		3.0
Performance-vesting units	2.4		0.9		0.2
Performance-vesting shares/units dividend equivalents	0.4		0.1		0.1
Employee stock purchase plan	0.4		0.4		0.3
Deferred compensation plans	3.8		2.8		0.4
Total stock-based compensation expense	$	21.2	$	15.5	$	8.4

Schedule of Stock Options Activity

The following table summarizes changes in outstanding options:

(in millions, except per share data)	2013		2012		2011
Options outstanding, January 1	5.6		5.8		5.7
Granted	0.9		1.2		1.0
Exercised	(1.6	)	(1.4	)	(0.8	)
Forfeited	(0.1	)	—		(0.1	)
Options outstanding, December 31	4.8		5.6		5.8
Options exercisable, December 31	2.3		3.0		3.5

Weighted Average Exercise Price	2013		2012		2011
Options outstanding, January 1	$	19.83	$	17.88	$	16.16
Granted	29.71		21.47		20.43
Exercised	18.97		13.12		8.84
Forfeited	23.10		20.66		19.84
Options outstanding, December 31	$	21.99	$	19.83	$	17.88
Options exercisable, December 31	$	19.51	$	19.01	$	16.46

Schedule of Stock Appreciation Rights Award Activity

The following table summarizes changes in outstanding SARs:

	2013		2012		2011
SARs outstanding, January 1	389,686		320,336		222,096
Granted	132,566		145,018		126,048
Exercised	(147,148	)	(75,668	)	(15,370	)
Forfeited	—		—		(12,438	)
SARs outstanding, December 31	375,104		389,686		320,336
SARs exercisable, December 31	56,938		110,292		117,800

Weighted Average Exercise Price	2013		2012		2011
SARs outstanding, January 1	$	20.81	$	20.17	$	19.87
Granted	29.56		21.22		20.57
Exercised	20.47		18.91		19.58
Forfeited	—		—		19.59
SARs outstanding, December 31	24.03		20.81		20.17
SARs exercisable, December 31	$	20.95	$	20.70	$	19.86

Schedule of Nonvested Performance-based Share Activity

The following table summarizes changes in our outstanding PVS awards:

	2013			2012			2011
Non-vested PVS awards, January 1	652,662			657,038			695,100
Granted at target level	175,498			209,680			202,198
Adjustments above/(below) target	38,330			(120,155		)	(116,355		)
Vested and converted	(273,044		)	(83,859		)	(103,507		)
Forfeited	(15,088		)	(10,042		)	(20,398		)
Non-vested PVS awards, December 31	578,358			652,662			657,038
Weighted Average Grant Date Fair Value	2013			2012			2011
Non-vested PVS awards, January 1	$	21.42		$	19.39		$	19.61
Granted at target level	29.67			21.33			20.43
Adjustments above/(below) target	23.83			13.86			20.97
Vested and converted	29.56			21.22			20.43
Forfeited	23.29			20.98			19.23
Non-vested PVS awards, December 31	$	23.79		$	21.42		$	19.39

Schedule of Nonvested Performance-based Units Activity

The following table summarizes changes in our outstanding PVU awards:

	2013		2012		2011
Non-vested PVU awards, January 1	69,240		54,572		46,840
Granted at target level	25,538		27,100		26,884
Adjustments above/(below) target	3,000		(7,156	)	(8,330	)
Vested and converted	(18,322	)	(5,276	)	(7,386	)
Forfeited	—		—		(3,436	)
Non-vested PVU awards, December 31	79,456		69,240		54,572

Weighted Average Grant Date Fair Value	2013		2012		2011
Non-vested PVU awards, January 1	$	20.98	$	19.65	$	19.47
Granted at target level	29.56		21.22		20.56
Adjustments above/(below) target	25.30		15.22		20.53
Vested and converted	29.56		21.22		20.43
Forfeited	—		—		18.77
Non-vested PVU awards, December 31	$	23.86	$	20.98	$	19.65

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Segment Information (Sales by Product Group) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	$ 1,368.4	$ 1,266.4	$ 1,192.3
Packaging Systems [Member]
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	996.0	915.1	857.4
Delivery Systems [Member]
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	374.1	352.1	336.7
Intersegment Elimination [Member]
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	(1.7)	(0.8)	(1.8)
Proprietary Products [Member] | Delivery Systems [Member]
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	92.7	77.0	67.4
Contract Manufacturing [Member] | Delivery Systems [Member]
Segment Reporting, Revenue Reconciling Items [Line Items]
Net sales	$ 281.4	$ 275.1	$ 269.3

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Benefit Plans (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
401 (k) plan contributions	$ 4.0	$ 3.7	$ 3.5
Fair value of pension plan assets	284.7	251.0
Accumulated benefit obligation	355.4	358.4
Expected contribution to the plan	16.0
Assumed healthcare cost trend rate, benefit obligation	7.50%
Ultimate healthcare cost trend rate, benefit obligation	5.00%
Effect of one percentage point increase on benefit obligation	0.4
Effect of one percentage point decrease on benefit obligation	0.4
Assumed healthcare cost trend rate, net periodic benefit cost	8.00%
Ultimate healthcare cost trend rate, net periodic benefit cost	5.00%
Effect of one percentage point increase on service and interest cost	0.1
Effect of one percentage point decrease on service and interest cost	0.1
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Net curtailment gain in restructuring	0	0	0.2
Settlement loss	0	0	(0.8)
Fair value of pension plan assets	284.7	251.0	213.3
Actuarial net loss that will be amortized from accumulated other comprehensive loss	4.9
Transition obligation that will be amortized from accumulated other comprehensive loss	0.1
Prior service credit that will be amortized from accumulated other comprehensive loss	1.3
Discount rate	4.82%	4.07%
Rate of compensation increase	4.37%	4.39%
Long-term rate of return on assets	7.12%	7.37%	7.59%
U.S. Qualified Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to the plan	13.1
International Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	28.5	22.9
Accumulated benefit obligation	56.6	51.8
Expected contribution to the plan	2.0
Discount rate	3.92%	3.93%
Rate of compensation increase	2.80%	2.80%
U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	5.00%	4.10%
Rate of compensation increase	4.50%	4.50%
Percentage of global plan assets	90.00%
Long-term rate of return on assets	7.25%	7.50%	7.75%
U.S. SERP Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to the plan	0.9
Other Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Net curtailment gain in restructuring	0	0	0
Settlement loss	0	0	0
Fair value of pension plan assets	0	0	0
Expected contribution to the plan	$ 0.7
Discount rate	4.55%	3.50%

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net sales	$ 1,368.4	$ 1,266.4	$ 1,192.3
Cost of goods and services sold	933.7	878.7	853.0
Gross profit	434.7	387.7	339.3
Research and development	37.9	33.2	29.1
Selling, general and administrative expenses	234.9	218.1	191.1
Restructuring and other items (Note 2)	(0.5)	1.3	9.5
Operating profit	162.4	135.1	109.6
Loss on debt extinguishment	0.2	11.6	0
Interest expense	17.0	16.7	18.2
Interest income	1.9	1.8	1.3
Income before income taxes	147.1	108.6	92.7
Income tax expense	40.2	32.7	23.5
Equity in net income of affiliated companies	5.4	4.8	6.3
Net income	$ 112.3	$ 80.7	$ 75.5
Net income per share:
Basic (in dollars per share)	$ 1.61	$ 1.19	$ 1.12
Diluted (in dollars per share)	$ 1.57	$ 1.15	$ 1.08
Weighted average shares outstanding:
Basic (in shares)	69.6	68.1	67.3
Diluted (in shares)	71.4	71.8	74.0
Dividends declared per share (in dollars per share)	$ 0.39	$ 0.37	$ 0.35

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Restructuring and Other Items (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Recognition of income related to nonrefundable payment	$ 1.0
Nonrefundable payment from customer	20.0
Unearned income, current	1.5
Unearned income, noncurrent	17.5
Term of customer agreement	13 years 0 months 0 days
Asset impairment charge	0	2.4	0
Restructuring and related charges	0	2.1	5.3
Severance and post-employment benefits	0	(1.2)	2.3
Impairment charge	0	3.4	0
Increase in contingent consideration liability	1.0	1.2	0.5
Reduction In eris contingent consideration			0.8
Contingent consideration liability			0
Special separation benefits	0	0	2.9
2010 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Cancellation of restructuring initiative at one of our plants in Europe		1.7
Total restructuring and related charges, incurred to date	21.9
England [Member] | Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairment charge		1.5
Montgomery, Pennsylvania [Member] | Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Net curtailment gain related to U.S. qualified and postretirement medical plans			$ 0.2

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, shares authorized (in shares)	3.0	3.0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.25	$ 0.25
Common stock, shares authorized (in shares)	100.0	100.0
Common stock, shares issued (in shares)	70.4	68.8
Common stock, shares outstanding (in shares)	70.2	68.6
Treasury stock, at cost (in shares)	0.2	0.2

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Goodwill and Intangible Assets (Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Balance	$ 112.5	$ 111.5
Foreign currency translation	1.7	1.0
Balance	114.2	112.5
Packaging Systems [Member]
Goodwill [Roll Forward]
Balance	36.7	35.9
Foreign currency translation	1.3	0.8
Balance	38.0	36.7
Delivery Systems [Member]
Goodwill [Roll Forward]
Balance	75.8	75.6
Foreign currency translation	0.4	0.2
Balance	$ 76.2	$ 75.8

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Affiliated Companies (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

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

	Location	Ownership interest
The West Company Mexico, S.A. de C.V.	Mexico	49%
Aluplast S.A. de C.V.	Mexico	49%
Pharma Tap S.A. de C.V.	Mexico	49%
Pharma Rubber S.A. de C.V.	Mexico	49%
Daikyo	Japan	25%

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Affiliated Companies (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Unremitted income of affiliated companies	$ 46.7	$ 41.9	$ 37.5
Dividends received from affiliated companies	0.6	0.4	0.3
Purchases and royalty payments made to affiliates	67.7	75.2	66.4
Amount due and payable to affiliates	5.6	10.6
Sales to affiliates	5.9	3.5	4.5
Amount receivable from affiliates	0.3	0.6
Equity method investments	57.9	59.8
Cost method investment	3.0
Daikyo Seiko, Ltd. [Member]
Schedule of Equity Method Investments [Line Items]
Equity in unrealized (gains) losses in securities available-for-sale and derivative instruments	$ (4.3)	$ (0.8)	$ (0.4)

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

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

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

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

($ in millions)	2013		2012		2011
Stock option and appreciation rights	$	7.7	$	5.3	$	4.4
Performance-vesting shares	6.5		6.0		3.0
Performance-vesting units	2.4		0.9		0.2
Performance-vesting shares/units dividend equivalents	0.4		0.1		0.1
Employee stock purchase plan	0.4		0.4		0.3
Deferred compensation plans	3.8		2.8		0.4
Total stock-based compensation expense	$	21.2	$	15.5	$	8.4

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

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

Stock Options

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

The following table summarizes changes in outstanding options:

(in millions, except per share data)	2013		2012		2011
Options outstanding, January 1	5.6		5.8		5.7
Granted	0.9		1.2		1.0
Exercised	(1.6	)	(1.4	)	(0.8	)
Forfeited	(0.1	)	—		(0.1	)
Options outstanding, December 31	4.8		5.6		5.8
Options exercisable, December 31	2.3		3.0		3.5

Weighted Average Exercise Price	2013		2012		2011
Options outstanding, January 1	$	19.83	$	17.88	$	16.16
Granted	29.71		21.47		20.43
Exercised	18.97		13.12		8.84
Forfeited	23.10		20.66		19.84
Options outstanding, December 31	$	21.99	$	19.83	$	17.88
Options exercisable, December 31	$	19.51	$	19.01	$	16.46

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

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

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

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

Stock Appreciation Rights

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

The following table summarizes changes in outstanding SARs:

	2013		2012		2011
SARs outstanding, January 1	389,686		320,336		222,096
Granted	132,566		145,018		126,048
Exercised	(147,148	)	(75,668	)	(15,370	)
Forfeited	—		—		(12,438	)
SARs outstanding, December 31	375,104		389,686		320,336
SARs exercisable, December 31	56,938		110,292		117,800

Weighted Average Exercise Price	2013		2012		2011
SARs outstanding, January 1	$	20.81	$	20.17	$	19.87
Granted	29.56		21.22		20.57
Exercised	20.47		18.91		19.58
Forfeited	—		—		19.59
SARs outstanding, December 31	24.03		20.81		20.17
SARs exercisable, December 31	$	20.95	$	20.70	$	19.86

Performance Awards

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

The following table summarizes changes in our outstanding PVS awards:

	2013			2012			2011
Non-vested PVS awards, January 1	652,662			657,038			695,100
Granted at target level	175,498			209,680			202,198
Adjustments above/(below) target	38,330			(120,155		)	(116,355		)
Vested and converted	(273,044		)	(83,859		)	(103,507		)
Forfeited	(15,088		)	(10,042		)	(20,398		)
Non-vested PVS awards, December 31	578,358			652,662			657,038
Weighted Average Grant Date Fair Value	2013			2012			2011
Non-vested PVS awards, January 1	$	21.42		$	19.39		$	19.61
Granted at target level	29.67			21.33			20.43
Adjustments above/(below) target	23.83			13.86			20.97
Vested and converted	29.56			21.22			20.43
Forfeited	23.29			20.98			19.23
Non-vested PVS awards, December 31	$	23.79		$	21.42		$	19.39

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

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

The following table summarizes changes in our outstanding PVU awards:

	2013		2012		2011
Non-vested PVU awards, January 1	69,240		54,572		46,840
Granted at target level	25,538		27,100		26,884
Adjustments above/(below) target	3,000		(7,156	)	(8,330	)
Vested and converted	(18,322	)	(5,276	)	(7,386	)
Forfeited	—		—		(3,436	)
Non-vested PVU awards, December 31	79,456		69,240		54,572

Weighted Average Grant Date Fair Value	2013		2012		2011
Non-vested PVU awards, January 1	$	20.98	$	19.65	$	19.47
Granted at target level	29.56		21.22		20.56
Adjustments above/(below) target	25.30		15.22		20.53
Vested and converted	29.56		21.22		20.43
Forfeited	—		—		18.77
Non-vested PVU awards, December 31	$	23.86	$	20.98	$	19.65

Employee Stock Purchase Plan

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

Deferred Compensation Plans

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

Annual Incentive Plan

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

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Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-term Debt Obligations , Net of Current Maturities

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

($ in millions)	December 31, 2013		December 31, 2012
Euro note A, due 2013 (4.22%)	$	—	$	26.9
Term loan, due 2014 (8.40%)	0.1		0.2
Series B floating rate notes, due 2015 (1.14%)	25.0		25.0
Euro note B, due 2016 (4.38%)	84.1		80.8
Capital leases, due through 2016 (6.0%)	0.4		0.7
Revolving credit facility, due 2017 (1.68%)	53.7		71.5
Term loan, due 2018 (1.67%)	41.3		35.3
Note payable, due 2019	0.3		—
Series A notes, due 2022 (3.67%)	42.0		42.0
Series B notes, due 2024 (3.82%)	53.0		53.0
Series C notes, due 2027 (4.02%)	73.0		73.0
Convertible debt, due 2047 (4.0%)	0.6		3.1
Total debt	373.5		411.5
Less: current portion of long-term debt	2.2		32.7
Long-term debt	$	371.3	$	378.8

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New Accounting Standards

12 Months Ended

Dec. 31, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

 New Accounting Standards

Recently Adopted Standards

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

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

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

Standards Issued Not Yet Adopted

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

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

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Derivative Financial Instruments (Textuals) (Details) In Millions, unless otherwise specified	0 Months Ended		12 Months Ended								12 Months Ended
	Jun. 19, 2012 Forward Treasury Locks [Member] USD ($)	Jun. 30, 2012 Forward Treasury Locks [Member] USD ($) agreement	Dec. 31, 2013 Forward-Start Interest Rate Swap [Member] USD ($)	Dec. 31, 2013 Interest Rate Swap, Series B Note [Member] USD ($)	Dec. 31, 2013 Euro Note B [Member] USD ($)	Dec. 31, 2013 Euro Note B [Member] EUR (€)	Dec. 31, 2013 Euro-Denominated Revolver [Member] USD ($)	Dec. 31, 2013 Euro-Denominated Revolver [Member] EUR (€)	Dec. 31, 2013 Yen-Denominated Revolver [Member] JPY (¥)	Dec. 31, 2013 Yen-Denominated Revolver [Member] USD ($)	Dec. 31, 2013 Commodity Call Options [Member] USD ($) MBbls	Dec. 31, 2012 Commodity Call Options [Member] USD ($)
Derivative [Line Items]
Derivative, number of instruments held		2
Notional amount		$ 160.0		$ 25.0
Settlement payment	4.6
Amount of hedged item			41.3
Maximum term (in years)			5 years
Fixed interest rate			5.41%	5.51%
Variable rate basis			one-month LIBOR	three-month LIBOR
Notional amount, nonderivative instruments					84.1	61.1	28.9	21.0	500.0
Cumulative foreign currency translation loss					(5.7)					0.7
Cumulative foreign currency translation loss, net of tax					(3.5)					0.4
Purchased call options, barrels of crude oil (in barrels)											58,000
Premium paid to purchase call options											0.1
Gain (loss) recorded in cost of goods and services sold, call options											$ (0.1)	$ (0.1)

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CONSOLIDATED STATEMENT OF EQUITY (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Capital in Excess of Par Value [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive (Loss) Income [Member]
Balance at Dec. 31, 2010	$ 625.7	$ 17.2	$ 68.7	$ (41.5)	$ 612.6	$ (31.3)
Balance (in shares) at Dec. 31, 2010		68.6		2.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	75.5				75.5
Stock-based compensation	8.6		8.6
Shares issued under stock plans	8.9		(13.1)	22.0
Shares repurchased for employee tax withholdings (in shares)				0.2
Shares repurchased for employee tax withholdings	(3.5)			(3.5)
Shares issued under stock plans (in shares)				(1.0)
Excess tax benefit from employee stock plans	3.5		3.5
Dividends declared	(23.6)				(23.6)
Other comprehensive income (loss), net of tax	(40.2)					(40.2)
Balance at Dec. 31, 2011	654.9	17.2	67.7	(23.0)	664.5	(71.5)
Balance (in shares) at Dec. 31, 2011		68.6		1.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	80.7				80.7
Stock-based compensation	10.9		10.9
Shares issued under stock plans	11.9		(12.5)	24.4
Shares repurchased for employee tax withholdings (in shares)				0.2
Shares repurchased for employee tax withholdings	(4.7)		(0.3)	(4.4)
Shares issued under stock plans (in shares)		0.2		(1.2)
Excess tax benefit from employee stock plans	4.9		4.9
Dividends declared	(25.3)				(25.3)
Other comprehensive income (loss), net of tax	(4.4)					(4.4)
Balance at Dec. 31, 2012	728.9	17.2	70.7	(3.0)	719.9	(75.9)
Balance (in shares) at Dec. 31, 2012		68.8		0.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	112.3				112.3
Stock-based compensation	15.3		15.3
Shares issued under stock plans	30.5	0.4	30.9	(0.8)
Shares repurchased for employee tax withholdings (in shares)		(0.2)
Shares repurchased for employee tax withholdings	(5.2)		(5.2)
Shares issued under stock plans (in shares)		1.8
Excess tax benefit from employee stock plans	8.3		8.3
Dividends declared	(27.2)				(27.2)
Other comprehensive income (loss), net of tax	43.5					43.5
Balance at Dec. 31, 2013	$ 906.4	$ 17.6	$ 120.0	$ (3.8)	$ 805.0	$ (32.4)
Balance (in shares) at Dec. 31, 2013		70.4		0.2

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net income	$ 112.3	$ 80.7	$ 75.5
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(0.9)	7.0	(11.8)
Net actuarial gain (loss) arising during period, net of tax of $20.3, $(6.2) and $(17.9)	33.7	(13.2)	(30.1)
Curtailment arising during period, net of tax of $(0.2)	0	0	(0.4)
Settlement effects arising during period, net of tax of $0.3	0	0	0.5
Less: amortization of actuarial loss, net of tax of $3.6, $2.8 and $2.2	4.9	5.7	3.8
Less: amortization of prior service credit, net of tax of $(0.5), $(0.5) and $(0.5)	(0.8)	(0.8)	(0.9)
Less: amortization of transition obligation	0.1	0.1	0.1
Net gains on investment securities, net of tax of $2.1, $0.2 and $0.2	3.5	0.4	0.3
Net gains (losses) on derivatives, net of tax of $1.8, (2.1) and $(1.1)	3.0	(3.6)	(1.7)
Other comprehensive income (loss), net of tax	43.5	(4.4)	(40.2)
Comprehensive income	$ 155.8	$ 76.3	$ 35.3

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Affiliated Companies

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Affiliated Companies

Affiliated Companies

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

	Location	Ownership interest
The West Company Mexico, S.A. de C.V.	Mexico	49%
Aluplast S.A. de C.V.	Mexico	49%
Pharma Tap S.A. de C.V.	Mexico	49%
Pharma Rubber S.A. de C.V.	Mexico	49%
Daikyo	Japan	25%

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

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

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

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

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Jan. 31, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	WEST PHARMACEUTICAL SERVICES INC
Entity Central Index Key	0000105770
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,442,779,937
Entity Common Stock, Shares Outstanding		70,338,515
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013

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Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

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

($ in millions)	December 31, 2013		December 31, 2012
Euro note A, due 2013 (4.22%)	$	—	$	26.9
Term loan, due 2014 (8.40%)	0.1		0.2
Series B floating rate notes, due 2015 (1.14%)	25.0		25.0
Euro note B, due 2016 (4.38%)	84.1		80.8
Capital leases, due through 2016 (6.0%)	0.4		0.7
Revolving credit facility, due 2017 (1.68%)	53.7		71.5
Term loan, due 2018 (1.67%)	41.3		35.3
Note payable, due 2019	0.3		—
Series A notes, due 2022 (3.67%)	42.0		42.0
Series B notes, due 2024 (3.82%)	53.0		53.0
Series C notes, due 2027 (4.02%)	73.0		73.0
Convertible debt, due 2047 (4.0%)	0.6		3.1
Total debt	373.5		411.5
Less: current portion of long-term debt	2.2		32.7
Long-term debt	$	371.3	$	378.8

Revolving Credit Facility

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

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

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

Series B Notes

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

Euro-denominated Notes

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

Convertible Debt

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

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

Private Placement

In 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount of the private placement issuance was divided into three tranches - $42.0 million3.67% Series A Notes due July 5, 2022, $53.0 million3.82% Series B Notes due July 5, 2024, and $73.0 million4.02% Series C Notes due July 5, 2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The proceeds from the issuance reduced indebtedness under our revolving credit facility that was incurred to finance our repurchase of our Convertible Debentures discussed above. The weighted average of the coupon interest rates on the Notes is 3.87%. Related interest-rate hedging and transaction costs incurred increase the annual effective rate of interest on the Notes to an estimated 4.16%. Refer to Note 11, Derivative Financial Instruments, for additional discussion of the related interest rate hedge. In connection with this issuance, we incurred lender and other third party costs of $1.2 million which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term of the Notes.

Covenants

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

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

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Stock-Based Compensation (Textuals) (Details) (USD $)	12 Months Ended										12 Months Ended																				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2013 Stock Appreciation Rights (SARs) [Member]	Dec. 31, 2012 Stock Appreciation Rights (SARs) [Member]	Dec. 31, 2011 Stock Appreciation Rights (SARs) [Member]	Dec. 31, 2010 Stock Appreciation Rights (SARs) [Member]	Dec. 31, 2013 Award Types Other than Stock Options and Stock Appreciation Rights [Member]	Dec. 31, 2013 Performance-Vesting Shares [Member]	Dec. 31, 2012 Performance-Vesting Shares [Member]	Dec. 31, 2011 Performance-Vesting Shares [Member]	Dec. 31, 2013 Employee Stock Purchase Plan (ESPP) [Member]	Dec. 31, 2012 Employee Stock Purchase Plan (ESPP) [Member]	Dec. 31, 2011 Employee Stock Purchase Plan (ESPP) [Member]	Dec. 31, 2013 Annual Incentive Plan [Member]	Dec. 31, 2012 Annual Incentive Plan [Member]	Dec. 31, 2011 Annual Incentive Plan [Member]	Dec. 31, 2013 Performance-Vesting Units [Member]	Dec. 31, 2012 Performance-Vesting Units [Member]	Dec. 31, 2011 Performance-Vesting Units [Member]	Dec. 31, 2011 President and Chief Operating Officer [Member] Stock Options [Member]	Dec. 31, 2011 President and Chief Operating Officer [Member] Performance-Vesting Shares [Member]	Dec. 31, 2013 Minimum [Member] Performance-Vesting Shares [Member]	Dec. 31, 2013 Minimum [Member] Performance-Vesting Units [Member]	Dec. 31, 2013 Maximum [Member] Performance-Vesting Shares [Member]	Dec. 31, 2013 Maximum [Member] Performance-Vesting Units [Member]	Dec. 31, 2013 Deferred Compensation Plans [Member] plan	Dec. 31, 2013 Deferred Compensation Plans [Member] Non-Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant/issuance	5,286,868														4,200,000
Number of shares reduced for each award granted				1			1				2.35
Stock compensation expense	$ 21,200,000	$ 15,500,000	$ 8,400,000									$ 6,500,000	$ 6,000,000	$ 3,000,000	$ 400,000	$ 400,000	$ 300,000				$ 2,400,000	$ 900,000	$ 200,000	$ 800,000	$ 700,000
Unrecognized compensation expense for all nonveste awards	18,700,000
Weighted average period the amount of unrecognized compensation expense is expected to be recognized	1 year 6 months 30 days
Vesting period				4 years			4 years											4 years
Awards, expiration period				10 years			10 years
Weighted average remaining contractual life of options outstanding	6 years 9 months 0 days
Weighted average remaining contratual life of options exercisable	5 years 3 months 0 days
Aggregate intrinsic value of total options outstanding	128,700,000
Aggregate intrinsic value of total options vested	67,600,000
Risk-free interest rate				0.90%	0.90%	2.20%
Stock volatility				22.50%	23.30%	24.30%
Dividend yield				1.30%	1.70%	1.70%
Expected life				6 years	6 years	6 years
Weighted average grant date fair value of options granted	$ 5.73	$ 4.01	$ 4.38
Intrinsic value of options exercised	27,300,000	16,900,000	10,700,000
Grant date fair value of options vested	4,000,000	3,800,000	4,000,000
Actual payout range																										0.00%	0.00%	200.00%	200.00%
Weighted average grant date fair value, granted in period	$ 29.56	$ 21.22	$ 20.56									$ 29.67	$ 21.33	$ 20.43				$ 29.56	$ 21.22	$ 20.43											$ 32.46
Number of shares to be issued upon conversion												731,007
Average remaining term of shares issued at conversion												1 year 0 months 0 days
Percentage of current market price for sales to eligible employees															85.00%
Limitation on payroll deductions of employee's base salary, percent															25.00%
Limitation on payroll deductions of employee's base salary, amount															$ 25,000
Maximum number of shares per employee															2,000
Maximum number of shares per employee, per year															8,000
Purchases of shares															84,675	103,010	110,776
Number of deferred compensation plans																														2
Number of deferred stock units																														581,058
Award granted for every bonus shares issued																		0.25
Grants												175,498	209,680	202,198				5,300	2,800	3,800	25,538	27,100	26,884								36,054
Forfeitures												15,088	10,042	20,398				200	800	2,800	0	0	3,436
Number of shares converted from cash to stock-settled	324,920
Cash-Settled SARs, Outstanding	104,790
Stock-Settled SARs, Outstanding	270,314
SARs outstanding							375,104	389,686	320,336	222,096
Number of deferred stock units payable in cash																														24,296

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net actuarial gain (loss) arising during period, tax	$ 20.3	$ (6.2)	$ (17.9)
Curtailment arising during period, tax	0	0	(0.2)
Settlement effects arising during period, tax	0	0	0.3
Less: amortization of actuarial loss, tax	3.6	2.8	2.2
Less: amortization of prior service credit, tax	(0.5)	(0.5)	(0.5)
Net gains on investment securities, tax	2.1	0.2	0.2
Net gains (losses) on derivatives, tax	$ 1.8	$ (2.1)	$ (1.1)

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

 Segment Information

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

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

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

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

($ in millions)	2013			2012			2011
Packaging Systems	$	996.0		$	915.1		$	857.4
Proprietary products	92.7			77.0			67.4
Contract manufacturing	281.4			275.1			269.3
Delivery Systems	374.1			352.1			336.7
Intersegment sales elimination	(1.7		)	(0.8		)	(1.8		)
Net sales	$	1,368.4		$	1,266.4		$	1,192.3

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

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

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

	Sales						Property, Plant and Equipment, Net
($ in millions)	2013		2012		2011		2013		2012		2011
United States	$	614.5	$	592.8	$	543.6	$	336.0	$	322.0	$	272.6
Germany	219.6		184.4		184.1		124.4		117.2		118.1
France	112.6		102.6		94.2		43.4		42.1		41.3
Other European countries	279.4		251.4		242.7		83.2		72.3		69.9
Other	142.3		135.2		127.7		124.7		115.4		91.7
	$	1,368.4	$	1,266.4	$	1,192.3	$	711.7	$	669.0	$	593.6

The following tables provide summarized financial information for our segments:

($ in millions)	Packaging Systems		Delivery Systems		Corporate and Eliminations			Consolidated
2013
Net sales	$	996.0	$	374.1	$	(1.7	)	$	1,368.4
Operating profit	$	217.0	$	9.4	$	(64.0	)	$	162.4
Loss on debt extinguishment	—		—		(0.2		)	(0.2		)
Interest expense, net	—		—		(15.1		)	(15.1		)
Income before income taxes	$	217.0	$	9.4	$	(79.3	)	$	147.1
Segment assets	$	1,048.9	$	429.3	$	193.4		$	1,671.6
Capital expenditures	81.3		28.5		42.1			151.9
Depreciation and amortization expense	55.5		20.9		8.8			85.2
2012
Net sales	$	915.1	$	352.1	$	(0.8	)	$	1,266.4
Operating profit	$	187.5	$	18.4	$	(70.8	)	$	135.1
Loss on debt extinguishment	—		—		(11.6		)	(11.6		)
Interest expense, net	—		—		(14.9		)	(14.9		)
Income before income taxes	$	187.5	$	18.4	$	(97.3	)	$	108.6
Segment assets	$	942.7	$	389.3	$	232.0		$	1,564.0
Capital expenditures	74.3		24.5		32.5			131.3
Depreciation and amortization expense	52.7		18.4		5.8			76.9
2011
Net sales	$	857.4	$	336.7	$	(1.8	)	$	1,192.3
Operating profit	$	152.6	$	9.8	$	(52.8	)	$	109.6
Interest expense, net	—		—		(16.9		)	(16.9		)
Income before income taxes	$	152.6	$	9.8	$	(69.7	)	$	92.7
Segment assets	$	843.5	$	365.6	$	190.0		$	1,399.1
Capital expenditures	66.2		26.1		3.1			95.4
Depreciation and amortization expense	53.6		18.5		3.6			75.7

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

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

 Income Taxes

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

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

($ in millions)	2013			2012
Balance at January 1	$	6.8		$	6.3
Additions for tax positions taken in the current year	1.7			0.7
Reduction for expiration of statute of limitations/audits	(1.4		)	(0.2		)
Balance at December 31	$	7.1		$	6.8

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

The components of income before income taxes are:

($ in millions)	2013		2012		2011
U.S. operations	$	28.9	$	8.9	$	15.8
International operations	118.2		99.7		76.9
Total income before income taxes	$	147.1	$	108.6	$	92.7

The related provision for income taxes consists of:

($ in millions)	2013			2012		2011
Current:
Federal	$	—		$	—	$	—
State	0.3			0.2		—
International	38.2			27.2		20.6
Current income tax provision	38.5			27.4		20.6
Deferred:
Federal and state	9.2			3.3		2.7
International	(7.5		)	2.0		0.2
Deferred income tax provision	1.7			5.3		2.9
Income tax expense	$	40.2		$	32.7	$	23.5

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

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

($ in millions)	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	20.7		$	21.1
Tax credit carryforwards	36.1			37.0
Restructuring and impairment charges	0.1			0.3
Pension and deferred compensation	51.2			69.8
Other	19.8			15.1
Valuation allowance	(23.5		)	(20.4		)
Total deferred tax assets	104.4			122.9
Deferred tax liabilities:
Accelerated depreciation	40.5			42.8
Other	5.4			3.9
Total deferred tax liabilities	45.9			46.7
Net deferred tax asset	$	58.5		$	76.2

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

	2013		2012		2011
U.S. federal corporate tax rate	35.0	%	35.0	%	35.0	%
Tax on international operations less than U.S. tax rate	(5.3	)	(5.9	)	(8.2	)
Non-benefited losses	—		0.6		—
Reversal of prior valuation allowance	(1.0	)	—		(0.1	)
Reversal of reserves for unrecognized tax benefits	(0.8	)	(0.2	)	(0.8	)
U.S. tax on international earnings, net of foreign tax credits	0.1		(1.2	)	(1.5	)
State income taxes, net of federal tax effect	0.1		(1.0	)	0.7
U.S. research and development credits	(1.8	)	—		(1.1	)
Other business credits and Section 199 Deduction	(0.5	)	(1.0	)	(1.3	)
Non-deductible debt premium	—		2.0		—
Other	1.6		1.9		2.6
Effective tax rate	27.4	%	30.2	%	25.3	%

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

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

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

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

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

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

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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

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

Year	($ in millions)
2014	$	10.5
2015	9.0
2016	7.4
2017	5.1
2018	4.1
Thereafter	17.4
Total	$	53.5

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

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

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

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

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

 Derivative Financial Instruments

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

Interest Rate Risk

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

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

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

Foreign Exchange Rate Risk

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

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

Commodity Price Risk

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

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

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

Effects of Derivative Instruments on Financial Position and Results of Operations

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

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

	Amount of Gain (Loss) Recognized in OCI						Amount of (Gain) Loss Reclassified from Accumulated OCI into Income					Location of Gain (Loss) Reclassified from Accumulated OCI into Income
($ in millions)	2013			2012			2013			2012
Cash Flow Hedges:
Foreign currency hedge contracts	$	0.4		$	(0.2	)	$	(0.2	)	$	—	Net sales
Foreign currency hedge contracts	(2.5		)	(0.8		)	3.3			—		Cost of goods and services sold
Interest rate swap contracts	0.2			(1.9		)	1.6			2.0		Interest expense
Forward treasury locks	—			(2.9		)	0.2			0.2		Interest expense
Total	$	(1.9	)	$	(5.8	)	$	4.9		$	2.2
Net Investment Hedges:
Foreign currency-denominated debt	$	(2.1	)	$	(1.1	)	$	—		$	—	Foreign exchange and other
Total	$	(2.1	)	$	(1.1	)	$	—		$	—

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

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Stock-Based Compensation (Nonvested Performance-based Award Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Non-vested PVS Awards, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding, Beginning (in usd per share)	$ 20.98	$ 19.65	$ 19.47
Granted at target level	$ 29.56	$ 21.22	$ 20.56
Adjustments above/(below) target	$ 25.30	$ 15.22	$ 20.53
Vested and converted	$ 29.56	$ 21.22	$ 20.43
Forfeited	$ 0.00	$ 0.00	$ 18.77
Outstanding, Ending (in usd per share)	$ 23.86	$ 20.98	$ 19.65
Performance-Vesting Shares [Member]
Non-vested PVS Awards [Roll Forward]
Outstanding, Beginning	652,662	657,038	695,100
Granted at target level	175,498	209,680	202,198
Adjustments above/(below) target	38,330	(120,155)	(116,355)
Vested and converted	(273,044)	(83,859)	(103,507)
Forfeited	(15,088)	(10,042)	(20,398)
Outstanding, Ending	578,358	652,662	657,038
Non-vested PVS Awards, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding, Beginning (in usd per share)	$ 21.42	$ 19.39	$ 19.61
Granted at target level	$ 29.67	$ 21.33	$ 20.43
Adjustments above/(below) target	$ 23.83	$ 13.86	$ 20.97
Vested and converted	$ 29.56	$ 21.22	$ 20.43
Forfeited	$ 23.29	$ 20.98	$ 19.23
Outstanding, Ending (in usd per share)	$ 23.79	$ 21.42	$ 19.39
Performance-Vesting Units [Member]
Non-vested PVS Awards [Roll Forward]
Outstanding, Beginning	69,240	54,572	46,840
Granted at target level	25,538	27,100	26,884
Adjustments above/(below) target	3,000	(7,156)	(8,330)
Vested and converted	(18,322)	(5,276)	(7,386)
Forfeited	0	0	(3,436)
Outstanding, Ending	79,456	69,240	54,572

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

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

($ in millions)	Packaging Systems		Delivery Systems		Total
Balance, December 31, 2011	$	35.9	$	75.6	$	111.5
Foreign currency translation	0.8		0.2		1.0
Balance, December 31, 2012	36.7		75.8		112.5
Foreign currency translation	1.3		0.4		1.7
Balance, December 31, 2013	$	38.0	$	76.2	$	114.2

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

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

	2013							2012
($ in millions)	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Patents and licensing	$	20.7	$	(9.4	)	$	11.3	$	19.2	$	(7.8	)	$	11.4
In-process R&D/technology	3.5		(0.1		)	3.4		3.5		(0.1		)	3.4
Trademarks	12.1		(1.1		)	11.0		12.1		(1.0		)	11.1
Customer relationships	29.7		(14.6		)	15.1		29.7		(12.9		)	16.8
Customer contracts	11.7		(4.2		)	7.5		11.6		(3.7		)	7.9
	$	77.7	$	(29.4	)	$	48.3	$	76.1	$	(25.5	)	$	50.6

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

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Goodwill and Intangible Assets (Intangible Assets by Major Class) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	$ 77.7	$ 76.1
Finite-Lived Intangible Assets, Accumulated Amortization	(29.4)	(25.5)
Finite-Lived Intangible Assets, Net	48.3	50.6
Patents and Licensing [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	20.7	19.2
Finite-Lived Intangible Assets, Accumulated Amortization	(9.4)	(7.8)
Finite-Lived Intangible Assets, Net	11.3	11.4
In-Process Research and Development (IPR&D) [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	3.5	3.5
Finite-Lived Intangible Assets, Accumulated Amortization	(0.1)	(0.1)
Finite-Lived Intangible Assets, Net	3.4	3.4
Trademarks [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	12.1	12.1
Finite-Lived Intangible Assets, Accumulated Amortization	(1.1)	(1.0)
Finite-Lived Intangible Assets, Net	11.0	11.1
Customer Relationships [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	29.7	29.7
Finite-Lived Intangible Assets, Accumulated Amortization	(14.6)	(12.9)
Finite-Lived Intangible Assets, Net	15.1	16.8
Customer Contracts [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Gross	11.7	11.6
Finite-Lived Intangible Assets, Accumulated Amortization	(4.2)	(3.7)
Finite-Lived Intangible Assets, Net	$ 7.5	$ 7.9

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Net Income Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Net Income Per Share

Note 5:  Net Income Per Share

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

($ and shares in millions)	2013		2012		2011
Net income, as reported, for basic net income per share	$	112.3	$	80.7	$	75.5
Plus: interest expense on convertible debt, net of tax	—		2.0		4.3
Net income for diluted net income per share	$	112.3	$	82.7	$	79.8
Weighted average common shares outstanding	69.6		68.1		67.3
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method	1.7		1.1		0.9
Assumed conversion of convertible debt, based on the if-converted method	0.1		2.6		5.8
Weighted average shares assuming dilution	71.4		71.8		74.0

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

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Accumulated Other Comprehensive Loss

Comprehensive Loss

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

($ in millions)	Losses on cash flow hedges			Unrealized gains on investment securities		Defined benefit pension and other postretirement plans			Foreign currency translation			Total
Balance, December 31, 2012	$	(9.0	)	$	0.8	$	(84.9	)	$	17.2		$	(75.9	)
Other comprehensive (loss) income before reclassifications	(1.8		)	3.5		33.7			(0.9		)	34.5
Amounts reclassified out	4.8			—		4.2			—			9.0
Other comprehensive income (loss), net of tax	3.0			3.5		37.9			(0.9		)	43.5
Balance, December 31, 2013	$	(6.0	)	$	4.3	$	(47.0	)	$	16.3		$	(32.4	)

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

Detail of components	2013			Location on Statement of Income
Losses on cash flow hedges:
Foreign currency contracts	$	(5.1	)	Cost of goods and services sold
Interest rate swap contracts	(2.6		)	Interest expense
Forward treasury locks	(0.3		)	Interest expense
Total before tax	(8.0		)
Tax expense	3.2
Net of tax	$	(4.8	)
Amortization of defined benefit pension and other postretirement plans:
Transition obligation	$	(0.1	)	(a)
Prior service cost	1.3			(a)
Actuarial losses	(8.5		)	(a)
Total before tax	(7.3		)
Tax expense	3.1
Net of tax	$	(4.2	)
Total reclassifications for the period, net of tax	$	(9.0	)

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

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

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

($ in millions)	Expected useful lives (years)	2013		2012
Land		$	15.7	$	9.0
Buildings and improvements	5-50	397.5		310.9
Machinery and equipment	10-15	655.2		607.1
Molds and dies	4-7	95.7		90.1
Computer hardware and software	3-10	107.1		102.5
Construction in progress		97.8		155.2
		$	1,369.0	$	1,274.8

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

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

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

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

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Affiliated Companies (Details)	Dec. 31, 2013
The West Company Mexico, S.A. de C.V. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest	49.00%
Aluplast S.A. de C.V. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest	49.00%
Pharma Tap S.A de C.V. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest	49.00%
Pharma Rubber S.A. de C.V. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest	49.00%
Daikyo Seiko, Ltd. [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest	25.00%

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Commitments and Contingencies (Textuals) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating Leased Assets [Line Items]
Operating Leases, Rent Expense	$ 10,300,000
Net rental expense		12,000,000	11,400,000
Sublease income		400,000	800,000
Outstanding unconditional contractual commitments for the purchase of raw materials, utilities and equipment	31,900,000
Outstanding uncondintional contractual commitments due to be paid in 2013	17,900,000
Contingent consideration, payable period	5 years
Contingent consideration, estimated outcome, low	0
Contingent consideration, estimated outcome, high	4,200,000
Insurance Claims [Member]
Operating Leased Assets [Line Items]
Accrual for insurance obligations	8,500,000
Amount reimbursable by the insurance company	4,700,000
Brazil [Member] | Foreign Tax Authority [Member]
Operating Leased Assets [Line Items]
Accrul for tax obligations	3,000,000
Revolving Credit Facility Due 2017 [Member] | Letter of Credit [Member]
Operating Leased Assets [Line Items]
Letters of credit supporting the reimbursement of workers' compensation and other claims	$ 3,500,000
Patents [Member] | La Model Ltd. [Member]
Operating Leased Assets [Line Items]
Weighted average useful life	17 years

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Debt (Details) In Millions, unless otherwise specified	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2013 Senior A Notes Due 2022 [Member]	Dec. 31, 2013 Senior B Notes Due 2024 [Member]	Dec. 31, 2013 Senior C Notes Due 2027 [Member]	Dec. 31, 2013 EURO Note A Due 2013 [Member] USD ($)	Dec. 31, 2012 EURO Note A Due 2013 [Member] USD ($)	Dec. 31, 2013 Term Loan Due 2014 [Member] USD ($)	Dec. 31, 2012 Term Loan Due 2014 [Member] USD ($)	Dec. 31, 2013 Series B Floating Rate Notes Due 2015 [Member] USD ($)	Dec. 31, 2012 Series B Floating Rate Notes Due 2015 [Member] USD ($)	Dec. 31, 2013 EURO Note B Due 2016 [Member] USD ($)	Dec. 31, 2013 EURO Note B Due 2016 [Member] EUR (€)	Dec. 31, 2012 EURO Note B Due 2016 [Member] USD ($)	Dec. 31, 2013 Capital leases Due through 2016 [Member] USD ($)	Dec. 31, 2012 Capital leases Due through 2016 [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility Due 2017 [Member] USD ($)	Dec. 31, 2012 Revolving Credit Facility Due 2017 [Member] USD ($)	Dec. 31, 2013 Term Loan Due 2018 [Member] USD ($)	Dec. 31, 2012 Term Loan Due 2018 [Member] USD ($)	Dec. 31, 2013 Note Payable Due 2019 [Member] USD ($)	Dec. 31, 2012 Note Payable Due 2019 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior A Notes Due 2022 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior A Notes Due 2022 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior B Notes Due 2024 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior B Notes Due 2024 [Member] USD ($)	Dec. 31, 2013 Senior Notes [Member] Senior C Notes Due 2027 [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] Senior C Notes Due 2027 [Member] USD ($)	Dec. 31, 2013 Convertible Debt Due 2047 [Member] USD ($)	Dec. 31, 2012 Convertible Debt Due 2047 [Member] USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 373.5	$ 411.5					$ 26.9	$ 0.1	$ 0.2		$ 25.0	$ 84.1		$ 80.8			$ 53.7	$ 71.5	$ 41.3	$ 35.3	$ 0.3	$ 0	$ 168.0	$ 42.0	$ 42.0	$ 53.0	$ 53.0	$ 73.0	$ 73.0	$ 0.6	$ 3.1
Debt Instrument, face amount										25.0			61.1						42.8
Capital leases															0.4	0.7
Current portion of long-term debt	2.2	32.7
Long-term debt, excluding current portion	$ 371.3	$ 378.8
Debt instrument, stated interest rate			3.67%	3.82%	4.02%	4.215%		8.40%		1.14%		4.38%	4.38%		6.00%		1.68%		1.67%					3.67%		3.82%		4.02%		4.00%

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Property, Plant and Equipment (Textuals) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Depreciation	$ 81.0	$ 72.8	$ 71.1
Accumulated depreciation, capitalized leases	2.2	1.6
Capital leases, future minimum payments due, 2013	0.2
Capital leases, future minimum payments due, 2014	0.2
Accrued construction and development costs		35.3
Capitalized interest	1.6	1.9	1.1
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Capitalized leases	2.5	2.4
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Capitalized leases	$ 1.9	$ 1.8

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

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

($ in millions)	Expected useful lives (years)	2013		2012
Land		$	15.7	$	9.0
Buildings and improvements	5-50	397.5		310.9
Machinery and equipment	10-15	655.2		607.1
Molds and dies	4-7	95.7		90.1
Computer hardware and software	3-10	107.1		102.5
Construction in progress		97.8		155.2
		$	1,369.0	$	1,274.8

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Income Taxes (Effective Income Tax Reconciliation) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
U.S. federal corporate tax rate	35.00%	35.00%	35.00%
Tax on international operations less than U.S. tax rate	(5.30%)	(5.90%)	(8.20%)
Non-benefited losses	0.00%	0.60%	0.00%
Reversal of prior valuation allowance	(1.00%)	0.00%	(0.10%)
Reversal of reserves for unrecognized tax benefits	(0.80%)	(0.20%)	(0.80%)
U.S. tax on international earnings, net of foreign tax credits	0.10%	(1.20%)	(1.50%)
State income taxes, net of federal tax effect	0.10%	(1.00%)	0.70%
U.S. research and development credits	(1.80%)	0.00%	(1.10%)
Other business credits and Section 199 Deduction	(0.50%)	(1.00%)	(1.30%)
Non-deductible debt premium	0.00%	2.00%	0.00%
Other	1.60%	1.90%	2.60%
Effective tax rate	27.40%	30.20%	25.30%
Discrete tax charge, change in enacted tax rate	$ 1.3	$ 0.8	$ 1.4
Discrete tax benefit, R&D credit	1.3
Discrete tax charge, foreign tax credit		1.0
Discrete tax charge, other adj	$ 3.5	$ 0.3

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Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Benefit Plans

Benefit Plans

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

Pension and Other Retirement Benefits

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

	Pension benefits									Other retirement benefits
($ in millions)	2013			2012			2011			2013			2012			2011
Net periodic benefit cost:
Service cost	$	9.7		$	8.5		$	8.9		$	1.1		$	1.3		$	1.2
Interest cost	14.8			15.5			16.0			0.6			1.0			1.0
Expected return on assets	(17.3		)	(16.4		)	(16.0		)	—			—			—
Amortization of prior service (credit) cost	(1.3		)	(1.4		)	(1.5		)	—			0.1			0.1
Amortization of transition obligation	0.1			0.1			0.1			—			—			—
Amortization of actuarial loss (gain)	9.2			8.5			6.0			(0.7		)	—			—
Curtailment	—			—			(0.2		)	—			—			—
Settlement effects	—			—			0.8			—			—			—
Net periodic benefit cost	$	15.2		$	14.8		$	14.1		$	1.0		$	2.4		$	2.3
Other changes in plan assets and benefit obligations recognized in other comprehensive income, pre-tax:
Net (gain) loss arising during period	$	(35.5	)	$	17.3		$	46.7		$	(18.5	)	$	2.1		$	1.3
Amortization of prior service credit (cost)	1.3			1.4			1.5			—			(0.1		)	(0.1		)
Amortization of transition obligation	(0.1		)	(0.1		)	(0.1		)	—			—			—
Amortization of actuarial (loss) gain	(9.2		)	(8.5		)	(6.0		)	0.7			—			—
Curtailment	—			—			0.2			—			—			0.4
Settlement effects	—			—			(0.8		)	—			—			—
Total recognized in other comprehensive income	$	(43.5	)	$	10.1		$	41.5		$	(17.8	)	$	2.0		$	1.6
Total recognized in net periodic benefit cost and other comprehensive income	$	(28.3	)	$	24.9		$	55.6		$	(16.8	)	$	4.4		$	3.9

Net periodic benefit cost by geographic location is as follows:

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
U.S. plans	$	11.9	$	12.0	$	11.4	$	1.0	$	2.4	$	2.3
International plans	3.3		2.8		2.7		—		—		—
Net periodic benefit cost	$	15.2	$	14.8	$	14.1	$	1.0	$	2.4	$	2.3

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

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation, January 1	$	(363.2	)	$	(319.9	)	$	(26.0	)	$	(21.7	)
Service cost	(9.7		)	(8.5		)	(1.1		)	(1.3		)
Interest cost	(14.8		)	(15.5		)	(0.6		)	(1.0		)
Participants' contributions	(0.6		)	—			(0.5		)	(0.5		)
Actuarial gain (loss)	12.9			(32.4		)	18.5			(2.1		)
Amendments/transfers in	—			(0.3		)	—			—
Benefits/expenses paid	16.4			15.3			0.5			0.6
Foreign currency translation	(1.8		)	(1.9		)	—			—
Benefit obligation, December 31	$	(360.8	)	$	(363.2	)	$	(9.2	)	$	(26.0	)
Change in plan assets:
Fair value of assets, January 1	$	251.0		$	213.3		$	—		$	—
Actual return on assets	40.5			32.3			—			—
Employer contribution	8.2			19.8			—			0.1
Participants' contribution	0.6			—			0.5			0.5
Benefits/expenses paid	(16.4		)	(15.3		)	(0.5		)	(0.6		)
Foreign currency translation	0.8			0.9			—			—
Fair value of assets, December 31	$	284.7		$	251.0		$	—		$	—
Funded status at end of year	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

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

Amounts recognized in the balance sheet were as follows:

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Current liabilities	$	(1.5	)	$	(1.6	)	$	(0.7	)	$	(1.2	)
Noncurrent liabilities	(74.6		)	(110.6		)	(8.5		)	(24.8		)
	$	(76.1	)	$	(112.2	)	$	(9.2	)	$	(26.0	)

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

	Pension benefits						Other retirement benefits
($ in millions)	2013			2012			2013			2012
Net actuarial loss (gain)	$	95.2		$	140.0		$	(15.5	)	$	2.3
Transition obligation	0.3			0.4			—			—
Prior service (credit) cost	(7.4		)	(8.8		)	—			—
Total	$	88.1		$	131.6		$	(15.5	)	$	2.3

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

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

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

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

($ in millions)	Domestic Plans		International Plans		Total
2014	$	31.4	$	1.6	$	33.0
2015	20.5		1.5		22.0
2016	22.3		1.6		23.9
2017	24.4		2.0		26.4
2018	24.3		2.3		26.6
2019 to 2023	133.8		15.8		149.6
	$	256.7	$	24.8	$	281.5

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

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

	Pension benefits						Other retirement benefits
	2013		2012		2011		2013		2012		2011
Discount rate	3.99	%	4.78	%	5.55	%	3.50	%	4.50	%	5.25	%
Rate of compensation increase	4.24	%	4.29	%	4.33	%	—		—		—
Long-term rate of return on assets	7.12	%	7.37	%	7.59	%	—		—		—

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

	Pension benefits				Other retirement benefits
	2013		2012		2013		2012
Discount rate	4.82	%	4.07	%	4.55	%	3.50	%
Rate of compensation increase	4.37	%	4.39	%	—		—

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

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

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

	2013		2012
Equity securities	66	%	65	%
Debt securities	32	%	34	%
Other	2	%	1	%
	100	%	100	%

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

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

	Target allocation	Allocation range
Equity securities	65%	60%-70%
Debt securities	35%	30%-40%
Other	—%	0%-5%

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

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

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2013		Level 1		Level 2		Level 3
Cash	$	1.0	$	1.0	$	—	$	—
Equity securities:
Indexed mutual funds	132.6		132.6		—		—
International mutual funds	55.4		55.4		—		—
Fixed income securities:
Mutual funds	87.4		87.4		—		—
Insurance contract	1.2		—		1.2		—
Balanced mutual fund	7.1		7.1		—		—
	$	284.7	$	283.5	$	1.2	$	—

	Balance at
	December 31,		Basis of Fair Value Measurements
($ in millions)	2012		Level 1		Level 2		Level 3
Equity securities:
Indexed mutual funds	$	111.4	$	111.4	$	—	$	—
International mutual funds	49.6		49.6		—		—
Fixed income securities:
Mutual funds	83.8		83.8		—		—
Insurance contract	1.3		—		1.3		—
Balanced mutual fund	4.9		4.9		—		—
	$	251.0	$	249.7	$	1.3	$	—

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

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

Stock Split

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

Use of Estimates

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

Accounts Receivable

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

Inventories

Inventories: Inventories are valued at the lower of cost (on a first-in, first-out basis) or market.

Property, Plant and Equipment

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

Impairment of Goodwill and Other Intangible Assets

Impairment of Goodwill and Other Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, following the completion of our annual budget and long-range planning process, or whenever circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which is the same as, or one level below, our operating segments. Recent accounting guidance allows entities to first assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance, to determine whether it is necessary to perform the first step of the two-step quantitative goodwill impairment test. We considered this guidance when performing our annual impairment testing, but elected to continue utilizing the two-step quantitative impairment test. The first step in the two-step analysis is to compare the fair value of each reporting unit to its carrying amount, including goodwill. If the carrying amount exceeds fair value, the second step must be performed. The second step requires the comparison of the carrying amount of the goodwill to its implied fair value, which is calculated as if the reporting unit had just been acquired as of the testing date. Any excess of the carrying amount of goodwill over the implied fair value would represent an impairment loss.

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

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

Impairment of Long-Lived Assets

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

Employee Benefits

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

Financial Instruments

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

Foreign Currency Translation

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

Revenue Recognition

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

Shipping and Handling Costs

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

Environmental Remediation and Compliance Costs

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

Litigation

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

Income Taxes

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

Stock-based Compensation

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

Net Income Per Share

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

Recently Adopted Standards

Recently Adopted Standards

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

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

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

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Income Taxes (Components of Income Tax Expense) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ 0	$ 0	$ 0
State	0.3	0.2	0
International	38.2	27.2	20.6
Current income tax provision	38.5	27.4	20.6
Deferred:
Federal and state	9.2	3.3	2.7
International	(7.5)	2.0	0.2
Deferred income tax provision	1.7	5.3	2.9
Income tax expense	$ 40.2	$ 32.7	$ 23.5

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

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

Year	($ in millions)
2014	$	10.5
2015	9.0
2016	7.4
2017	5.1
2018	4.1
Thereafter	17.4
Total	$	53.5

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash, including cash equivalents	$ 230.0	$ 161.9
Short-term investments	7.5	12.4
Accounts receivable, net	185.7	175.0
Inventories	176.9	162.2
Deferred income taxes	15.9	7.7
Other current assets	34.7	38.1
Total current assets	650.7	557.3
Property, plant and equipment	1,369.0	1,274.8
Less accumulated depreciation and amortization	657.3	605.8
Property, plant and equipment, net	711.7	669.0
Investments in affiliated companies	60.9	59.8
Goodwill	114.2	112.5
Deferred income taxes	61.8	90.3
Intangible assets, net	48.3	50.6
Other noncurrent assets	24.0	24.5
Total Assets	1,671.6	1,564.0
Current liabilities:
Notes payable and other current debt	2.2	32.7
Accounts payable	108.0	102.9
Pension and other postretirement benefits	2.2	2.8
Accrued salaries, wages and benefits	59.1	56.5
Income taxes payable	14.3	15.6
Taxes other than income	7.8	7.8
Other current liabilities	43.3	43.5
Total current liabilities	236.9	261.8
Long-term debt	371.3	378.8
Deferred income taxes	18.9	20.8
Pension and other postretirement benefits	83.1	135.4
Other long-term liabilities	55.0	38.3
Total Liabilities	765.2	835.1
Commitments and contingencies (Note 15)
Equity:
Preferred stock, 3.0 million shares authorized; 0 shares issued and 0 shares outstanding in 2013 and 2012	0	0
Common stock, par value $.25 per share; 100.0 million shares authorized; shares issued: 70.4 million and 68.8 million; shares outstanding: 70.2 million and 68.6 million	17.6	17.2
Capital in excess of par value	120.0	70.7
Retained earnings	805.0	719.9
Accumulated other comprehensive loss	(32.4)	(75.9)
Treasury stock, at cost (0.2 million shares in 2013 and 2012)	(3.8)	(3.0)
Total Equity	906.4	728.9
Total Liabilities and Equity	$ 1,671.6	$ 1,564.0

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Restructuring and Other Items

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Other Items

 Restructuring and Other Items

Restructuring and other items consisted of:

($ in millions)	2013			2012			2011
Restructuring and related charges (reversals):
Severance and post-employment benefits	$	—		$	(1.2	)	$	2.3
Impairments and asset write-offs	—			2.4			—
Other restructuring charges	—			0.9			3.0
Total restructuring and related charges	—			2.1			5.3
Impairment charge	—			3.4			—
Development income	(2.0		)	(6.5		)	—
Acquisition-related contingencies	1.0			1.2			(0.2		)
Special separation benefits	—			—			2.9
Foreign exchange and other	0.5			1.1			1.5
Total restructuring and other items	$	(0.5	)	$	1.3		$	9.5

Restructuring and Related Charges

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

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

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

The following table presents activity related to our restructuring obligations:

($ in millions)	Severance and benefits			Other Costs			Total
Balance, December 31, 2011	$	6.2		$	0.6		$	6.8
Charges (reversals), net	(1.2		)	3.3			2.1
Cash payments	(2.6		)	(1.4		)	(4.0		)
Non-cash adjustments	0.4			(2.5		)	(2.1		)
Balance, December 31, 2012	$	2.8		$	—		$	2.8
Cash payments	(2.8		)	—			(2.8		)
Balance, December 31, 2013	$	—		$	—		$	—

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

Other Items

During 2013, we recorded development income of $2.0 million within Delivery Systems. Included in this amount was $1.0 million of income related to a nonrefundable payment of $20.0 million received from a customer in June 2013 in return for the exclusive use of SmartDose within a specific therapeutic area. Unearned income related to this payment of $1.5 million and $17.5 million was included within other current liabilities and other long-term liabilities, respectively, at December 31, 2013. The unearned income is being recognized as development income on a straight-line basis over the remaining thirteen-year term of the agreement. The agreement does not include a future minimum purchase commitment from the customer. Development income recorded within Delivery Systems during 2012 was primarily attributable to services and the reimbursement of certain costs.

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

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

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

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Accumulated Other Comprehensive Loss (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Cost of goods and services sold	$ (933.7)		$ (878.7)	$ (853.0)
Interest expense	(17.0)		(16.7)	(18.2)
Income before income taxes	147.1		108.6	92.7
Tax expense	(40.2)		(32.7)	(23.5)
Net income	112.3		80.7	75.5
Reclassification out of Accumulated Other Comprehensive Loss [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Net income	(9.0)
Reclassification out of Accumulated Other Comprehensive Loss [Member] | Losses on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Income before income taxes	(8.0)
Tax expense	3.2
Net income	(4.8)
Reclassification out of Accumulated Other Comprehensive Loss [Member] | Amortization of Defined Benefit Pension and Other Postretirement Plans [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Transition obligation	(0.1)	[1]
Prior service cost	1.3	[1]
Actuarial gain (loss)	(8.5)	[1]
Income before income taxes	(7.3)
Tax expense	3.1
Net income	(4.2)
Foreign Currency Contract [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Losses on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Cost of goods and services sold	(5.1)
Interest Rate Swap Contracts [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Losses on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Interest expense	(2.6)
Forward Treasury Locks [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member] | Losses on Cash Flow Hedges [Member]
Reclassification out of Accumulated Other Comprehensive Loss [Line Items]
Interest expense	$ (0.3)

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

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Stock-Based Compensation (Stock Options Activity) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options Activity [Roll Forward]
Options outstanding, Beginning	5.6	5.8	5.7
Granted	0.9	1.2	1.0
Exercised	(1.6)	(1.4)	(0.8)
Forfeited	(0.1)	0	(0.1)
Options outstanding, Ending	4.8	5.6	5.8
Stock Options, Weighted Average Exercise Price [Roll Forward]
Options outstanding, Beginning (in usd per share)	$ 19.83	$ 17.88	$ 16.16
Granted (in usd per share)	$ 29.71	$ 21.47	$ 20.43
Exercised (in usd per share)	$ 18.97	$ 13.12	$ 8.84
Forfeited (in usd per share)	$ 23.10	$ 20.66	$ 19.84
Options outstanding, Ending (in usd per share)	$ 21.99	$ 19.83	$ 17.88
Stock Options, Additional Disclosures
Options exercisable	2.3	3.0	3.5
Options exercisable (in usd per share)	$ 19.51	$ 19.01	$ 16.46

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Derivative Financial Instruments (Effects of Derivative Instruments Designated as Hedges) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	$ (1.9)	$ (5.8)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	4.9	2.2
Net Investment Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	(2.1)	(1.1)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0	0
Foreign Currency Hedge Contracts [Member] | Net Sales [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0.4	(0.2)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	(0.2)	0
Foreign Currency Hedge Contracts [Member] | Cost of Goods and Services Sold [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	(2.5)	(0.8)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	3.3	0
Interest Rate Swap Contracts [Member] | Interest Expense [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0.2	(1.9)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	1.6	2.0
Forward Treasury Lock [Member] | Interest Expense [Member] | Cash Flow Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	0	(2.9)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	0.2	0.2
Foreign Currency - Denominated Debt [Member] | Foreign Exchange (Gains) Losses and Other [Member] | Net Investment Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI	(2.1)	(1.1)
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income	$ 0	$ 0

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Inventories

The following is a summary of inventories at December 31:

($ in millions)	2013		2012
Finished goods	$	80.0	$	70.9
Work in process	24.8		23.6
Raw materials	72.1		67.7
	$	176.9	$	162.2

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Benefit Plans (Changes in Projected Benefit Obligation, Fair Value of Plan Assets and Funded Status) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in Fair Value of Plan Assets [Roll Forward]
Balance	$ 284.7	$ 251.0
Pension Benefits [Member]
Change in Benefit Obligation [Roll Forward]
Balance	(363.2)	(319.9)
Service cost	(9.7)	(8.5)	(8.9)
Interest cost	(14.8)	(15.5)	(16.0)
Participants' contributions	(0.6)	0
Actuarial gain (loss)	12.9	(32.4)
Amendments/transfers in	0	(0.3)
Benefits/expenses paid	16.4	15.3
Foreign currency translation	(1.8)	(1.9)
Balance	(360.8)	(363.2)	(319.9)
Change in Fair Value of Plan Assets [Roll Forward]
Balance	251.0	213.3
Actual return on assets	40.5	32.3
Employer contribution	8.2	19.8
Participants' contributions	0.6	0
Benefits/expenses paid	(16.4)	(15.3)
Foreign currency translation	0.8	0.9
Balance	284.7	251.0	213.3
Funded status at end of year	(76.1)	(112.2)
Other Retirement Benefits [Member]
Change in Benefit Obligation [Roll Forward]
Balance	(26.0)	(21.7)
Service cost	(1.1)	(1.3)	(1.2)
Interest cost	(0.6)	(1.0)	(1.0)
Participants' contributions	(0.5)	(0.5)
Actuarial gain (loss)	18.5	(2.1)
Amendments/transfers in	0	0
Benefits/expenses paid	0.5	0.6
Foreign currency translation	0	0
Balance	(9.2)	(26.0)	(21.7)
Change in Fair Value of Plan Assets [Roll Forward]
Balance	0	0
Actual return on assets	0	0
Employer contribution	0	0.1
Participants' contributions	0.5	0.5
Benefits/expenses paid	(0.5)	(0.6)
Foreign currency translation	0	0
Balance	0	0	0
Funded status at end of year	$ (9.2)	$ (26.0)

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities at Fair Value

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

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	12.1		12.1		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	22.0	$	12.1	$	5.6	$	4.3

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2012		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	12.4	$	12.4	$	—	$	—
Deferred compensation assets	4.0		4.0		—		—
	$	16.4	$	16.4	$	—	$	—
Liabilities:
Contingent consideration	$	3.3	$	—	$	—	$	3.3
Deferred compensation liabilities	7.6		7.6		—		—
Interest rate swap contracts	8.6		—		8.6		—
Foreign currency contracts	1.4		—		1.4		—
	$	20.9	$	7.6	$	10.0	$	3.3

Summary of Changes in Level 3 Fair Value Measurements

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

	($ in millions)
Balance, December 31, 2011	$	2.1
Increase in fair value recorded in earnings	1.2
Balance, December 31, 2012	3.3
Increase in fair value recorded in earnings	1.0
Balance, December 31, 2013	$	4.3

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	7.5	$	7.5	$	—	$	—
Deferred compensation assets	5.7		5.7		—		—
	$	13.2	$	13.2	$	—	$	—
Liabilities:
Contingent consideration	$	4.3	$	—	$	—	$	4.3
Deferred compensation liabilities	12.1		12.1		—		—
Interest rate swap contracts	5.6		—		5.6		—
	$	22.0	$	12.1	$	5.6	$	4.3

	Balance at		Basis of Fair Value Measurements
($ in millions)	December 31, 2012		Level 1		Level 2		Level 3
Assets:
Short-term investments	$	12.4	$	12.4	$	—	$	—
Deferred compensation assets	4.0		4.0		—		—
	$	16.4	$	16.4	$	—	$	—
Liabilities:
Contingent consideration	$	3.3	$	—	$	—	$	3.3
Deferred compensation liabilities	7.6		7.6		—		—
Interest rate swap contracts	8.6		—		8.6		—
Foreign currency contracts	1.4		—		1.4		—
	$	20.9	$	7.6	$	10.0	$	3.3

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

Level 3 Fair Value Measurements

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

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

	($ in millions)
Balance, December 31, 2011	$	2.1
Increase in fair value recorded in earnings	1.2
Balance, December 31, 2012	3.3
Increase in fair value recorded in earnings	1.0
Balance, December 31, 2013	$	4.3

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

Other Financial Instruments

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

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