MSA Safety Inc 10-K

Item 8. Financial Statements and Supplementary Data Management’s Reports to Shareholders Management’s Report on Responsibility for Financial Reporting Management of MSA Safety Incorporated (the Company) is responsible for the preparation of the consolidated financial statements included in this annual report. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management. The other financial information contained in this annual report is consistent with the consolidated financial statements. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. The 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. The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) 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 are being made only in accordance with authorizations of management and the directors of the Company; and (3) 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 our 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. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023. The Company's Independent registered public accounting firm that audited the consolidated financial statements included in this annual report issued an attestation report on the Company's internal control over financial reporting. /s/ NISHAN J. VARTANIAN Nishan J. Vartanian Chairman and Chief Executive Officer /s/ LEE B. MCCHESNEY Lee B. McChesney Senior Vice President and Chief Financial Officer February 16, 2024 38 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of MSA Safety Incorporated Opinion on Internal Control over Financial Reporting We have audited MSA Safety Incorporated’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, MSA Safety Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss and noncontrolling interests for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 and our report dated February 16, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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/ Ernst & Young LLP Pittsburgh, Pennsylvania February 16, 2024 39 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of MSA Safety Incorporated Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of MSA Safety Incorporated (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss and noncontrolling interests for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 16, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 40 Table of Contents Divestiture of MSA LLC Description of the Matter As more fully described in Note 20 to the consolidated financial statements, on January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Sag Main Holdings, LLC (the “Buyer”) under which the Company transferred to the Buyer all of the issued and outstanding limited liability company interests of MSA LLC (the “Sale”). As MSA LLC was the obligor for the Company's legacy cumulative trauma product liability reserves and policyholder of the related insurance assets, the rights and obligations related to these items remained with MSA LLC when it transferred to the Buyer's ownership pursuant to the Purchase Agreement. Following the completion of the Sale and the transfer of MSA LLC to the Buyer, the Company no longer has any obligation with respect to pending and future cumulative trauma product liability claims relating to MSA LLC. As such, all legacy cumulative trauma product liability reserves and related insurance assets were derecognized. The Company incurred a pre-tax loss on divestiture of MSA LLC of $129.2 million during the year ended December 31, 2023. Auditing management’s evaluation of the divestiture of MSA LLC and the corresponding derecognition of the legacy cumulative trauma product liability reserves and related insurance assets was challenging and required additional audit effort given the complexity of the accounting guidance and the evaluation of the Purchase Agreement and other related agreements to assess whether the criteria were met to derecognize the legacy cumulative trauma product liability reserves and related insurance assets. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant internal controls over the Company’s divestiture of MSA LLC, including the controls related to the evaluations performed to determine whether the criteria to derecognize the legacy cumulative trauma product liability reserves and related insurance assets were met. To test the Company’s accounting evaluations surrounding the divestiture of MSA LLC, we performed audit procedures which included, among others: reading the minutes of the meetings of the board of directors and the committees of the board, reading the Purchase Agreement and related agreements to evaluate whether any provisions or circumstances were present that would provide the Company the power or control over the divested assets and liabilities or that may provide for any characteristics of continuing involvement in the management of the legacy cumulative trauma product liability reserves and related insurance assets, performing a search for new or contrary evidence, and obtaining a representation letter from the Company. We engaged professionals with specialized skill and knowledge to assist in performing these procedures. Our procedures also included evaluating the sufficiency of the Company’s disclosures with respect to the divestiture of MSA LLC described in Note 20 to the consolidated financial statements. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2014. Pittsburgh, Pennsylvania February 16, 2024 41 Table of Contents MSA SAFETY INCORPORATED CONSOLIDATED STATEMENTS OF INCOME Year ended December 31, (In thousands, except per share amounts) 2023 2022 2021 Net sales $ 1,787,647 $ 1,527,953 $ 1,400,182 Cost of products sold 935,509 854,122 784,834 Gross profit 852,138 673,831 615,348 Selling, general and administrative 396,645 338,872 332,862 Research and development 67,988 57,012 57,793 Restructuring charges (Note 3) 9,892 7,965 16,433 Currency exchange losses, net 17,079 10,255 216 Loss on divestiture of MSA LLC (Note 20) 129,211 — — Product liability expense (Note 20) 3 20,590 185,264 Operating income 231,320 239,137 22,780 Interest expense 46,733 21,660 10,758 Other income, net (Note 16) ( 22,101 ) ( 21,056 ) ( 11,582 ) Total other expense (income), net 24,632 604 ( 824 ) Income before income taxes 206,688 238,533 23,604 Provision for income taxes (Note 10) 148,105 58,903 1,816 Net income $ 58,583 $ 179,630 $ 21,788 Net income attributable to noncontrolling interests — — ( 448 ) Net income attributable to MSA Safety Incorporated $ 58,583 $ 179,630 $ 21,340 Earnings per share attributable to MSA Safety Incorporated common shareholders (Note 9): Basic $ 1.49 $ 4.58 $ 0.54 Diluted $ 1.48 $ 4.56 $ 0.54 Dividends per common share $ 1.87 $ 1.82 $ 1.75 The accompanying notes are an integral part of the consolidated financial statements. 42 Table of Contents MSA SAFETY INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended December 31, (In thousands) 2023 2022 2021 Net income $ 58,583 $ 179,630 $ 21,788 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (Note 6) 21,682 ( 19,453 ) ( 25,354 ) Pension and post-retirement plan actuarial gains, net of tax (Note 6) 7,683 6,961 58,256 Unrealized gains (losses) on available-for-sale securities (Note 6) 2 3 ( 4 ) Reclassifications from accumulated other comprehensive loss into net income (Note 6) 101 2,912 267 Total other comprehensive income (loss), net of tax 29,468 ( 9,577 ) 33,165 Comprehensive income 88,051 170,053 54,953 Comprehensive income attributable to noncontrolling interests — — ( 356 ) Comprehensive income attributable to MSA Safety Incorporated $ 88,051 $ 170,053 $ 54,597 The accompanying notes are an integral part of the consolidated financial statements. 43 Table of Contents MSA SAFETY INCORPORATED CONSOLIDATED BALANCE SHEETS December 31, (In thousands, except share amounts) 2023 2022 Assets Cash and cash equivalents $ 146,442 $ 162,902 Trade receivables, less allowance for credit loss of $ 7,065 and $ 6,769 294,678 297,028 Inventories (Note 4) 292,604 338,316 Investments, short-term (Note 19) — 9,905 Prepaid income taxes 12,912 21,700 Notes receivable, insurance companies (Note 20) — 5,931 Prepaid expenses and other current assets 39,634 44,344 Total current assets 786,270 880,126 Property, plant and equipment, net (Note 5) 211,877 207,552 Operating lease right-of-use assets, net (Note 17) 53,298 44,142 Prepaid pension cost (Note 15) 172,161 141,643 Deferred tax assets (Note 10) 33,065 25,490 Goodwill (Note 13) 627,534 620,622 Intangible assets, net (Note 13) 266,134 281,853 Notes receivable, insurance companies, noncurrent (Note 20) — 38,695 Insurance receivable (Note 20) and other noncurrent assets 19,811 136,853 Total assets $ 2,170,150 $ 2,376,976 Liabilities Notes payable and current portion of long-term debt (Note 12) $ 26,522 $ 7,387 Accounts payable 111,872 112,532 Employees’ compensation 73,386 45,077 Insurance and product liability (Note 20) 8,521 73,898 Income taxes payable (Note 10) 19,972 6,149 Other current liabilities 92,545 100,822 Total current liabilities 332,818 345,865 Long-term debt, net (Note 12) 575,170 565,445 Pensions and other employee benefits (Note 15) 143,967 137,810 Noncurrent operating lease liabilities (Note 17) 44,495 35,345 Deferred tax liabilities (Note 10) 102,419 31,881 Product liability (Note 20) and other noncurrent liabilities 4,479 336,889 Total liabilities $ 1,203,348 $ 1,453,235 Commitments and contingencies (Note 20) Shareholders' Equity Preferred stock, 4.5 % cumulative, $ 50 par value (Note 7) $ 3,569 $ 3,569 Common stock, no par value ( 180,000,000 shares authorized; 62,081,391 shares issued; 39,317,212 and 39,213,064 shares outstanding at December 31, 2023 and 2022, respectively) 312,324 281,980 Treasury shares, at cost (Note 7) ( 363,284 ) ( 361,438 ) Accumulated other comprehensive loss (Note 6) ( 129,249 ) ( 158,717 ) Retained earnings 1,143,442 1,158,347 Total shareholders’ equity 966,802 923,741 Total liabilities and shareholders’ equity $ 2,170,150 $ 2,376,976 The accompanying notes are an integral part of the consolidated financial statements. 44 Table of Contents MSA SAFETY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, (In thousands) 2023 2022 2021 Operating Activities Net income $ 58,583 $ 179,630 $ 21,788 Depreciation and amortization 60,773 56,317 50,317 Tax-effected loss on divestiture of MSA LLC (Note 20) 199,578 — — Stock-based compensation (Note 11) 30,023 19,650 18,908 Pension (income) expense (Note 15) and other charges ( 7,915 ) ( 11,499 ) 2,448 Deferred income tax benefit (Note 10) ( 8,514 ) 5,171 ( 38,850 ) Loss on asset write-down and dispositions, net 173 6,290 788 Pension contributions (Note 15) ( 5,217 ) ( 5,032 ) ( 5,543 ) Currency exchange losses, net (Note 6) 17,079 10,255 216 Product liability expense (Note 20) 3 20,590 185,264 Collections on insurance receivable and notes receivable, insurance companies (Note 20) — 9,516 15,443 Product liability payments (Note 20) ( 5,250 ) ( 36,755 ) ( 39,548 ) Contribution on divestiture of MSA LLC (Note 20) ( 341,186 ) — — Changes in: Trade receivables ( 7,102 ) ( 38,587 ) 4,374 Inventories (Note 4) 51,585 ( 67,366 ) ( 17,827 ) Accounts payable ( 5,452 ) 7,585 13,299 Other current assets and liabilities 53,509 ( 1,795 ) 823 Other noncurrent assets and liabilities 2,187 3,485 ( 12,755 ) Cash Flow From Operating Activities 92,857 157,455 199,145 Investing Activities Capital expenditures ( 42,764 ) ( 42,553 ) ( 43,837 ) Purchase of short-term investments (Note 19) — ( 79,542 ) ( 133,913 ) Proceeds from maturities of short-term investments (Note 19) — 119,000 160,000 Acquisitions, net of cash acquired (Note 14) — — ( 392,437 ) Property disposals and other investing 2,811 ( 1,389 ) ( 5,286 ) Cash Flow Used In Investing Activities ( 39,953 ) ( 4,484 ) ( 415,473 ) Financing Activities Payments on long-term debt (Note 12) ( 1,871,102 ) ( 1,023,000 ) ( 1,346,557 ) Proceeds from long-term debt (Note 12) 1,895,000 1,010,000 1,639,733 Debt issuance costs ( 1,138 ) — ( 2,106 ) Cash dividends paid ( 73,488 ) ( 71,497 ) ( 68,586 ) Acquisition of noncontrolling interests in consolidated subsidiaries (Note 14) — — ( 13,381 ) Distribution to noncontrolling interests (Note 14) — — ( 5,632 ) Company stock purchases (Note 7) ( 3,961 ) ( 34,394 ) ( 6,171 ) Exercise of stock options (Note 7) 1,473 4,650 5,770 Employee stock purchase plan (Note 7) 963 891 855 Cash Flow (Used In) Provided by Financing Activities ( 52,253 ) ( 113,350 ) 203,925 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 16,671 ) ( 16,631 ) ( 7,193 ) (Decrease) increase in cash, cash equivalents and restricted cash ( 16,020 ) 22,990 ( 19,596 ) Beginning cash, cash equivalents and restricted cash 164,428 141,438 161,034 Ending cash, cash equivalents and restricted cash $ 148,408 $ 164,428 $ 141,438 Supplemental cash flow information: Cash and cash equivalents $ 146,442 $ 162,902 $ 140,895 Restricted cash included in prepaid expenses and other current assets 1,966 1,526 543 Total cash, cash equivalents and restricted cash $ 148,408 $ 164,428 $ 141,438 Interest paid in cash $ 47,258 $ 20,740 $ 9,288 Income tax paid in cash $ 69,085 $ 60,491 $ 45,556 The accompanying notes are an integral part of the consolidated financial statements. 45 Table of Contents MSA SAFETY INCORPORATED CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS, ACCUMULATED OTHER COMPREHENSIVE LOSS AND NONCONTROLLING INTERESTS (In thousands, except per share amounts) Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Balances at January 1, 2021 $ 1,103,092 $ ( 182,397 ) $ 7,993 Net income 21,788 — — Foreign currency translation adjustments — ( 25,354 ) — Pension and post-retirement plan adjustments, net of $ 18,564 tax benefit — 58,256 — Unrecognized net losses on available-for-sale securities (Note 19) — ( 4 ) — Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 6) — 267 — (Income) loss attributable to noncontrolling interests ( 448 ) 92 356 Acquisition of noncontrolling interests in consolidated subsidiaries — — ( 8,349 ) Distributions to noncontrolling interests ( 5,632 ) — — Common dividends ($ 1.75 per share) ( 68,545 ) — — Preferred dividends ($ 0.5625 per share) ( 41 ) — — Balances at December 31, 2021 1,050,214 ( 149,140 ) — Net income 179,630 — — Foreign currency translation adjustments — ( 19,453 ) — Pension and post-retirement plan adjustments, net of $ 2,570 tax benefit — 6,961 — Unrecognized net gains on available-for-sale securities (Note 19) — 3 — Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 6) — 2,912 — Common dividends ($ 1.82 per share) ( 71,456 ) — — Preferred dividends ($ 0.5625 per share) ( 41 ) — — Balances at December 31, 2022 1,158,347 ( 158,717 ) — Net income 58,583 — — Foreign currency translation adjustments — 21,682 — Pension and post-retirement plan adjustments, net of $ 1,706 tax benefit — 7,683 — Unrecognized net gains on available-for-sale securities (Note 19) — 2 — Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 6) — 101 — Common dividends ($ 1.87 per share) ( 73,447 ) — — Preferred dividends ($ 0.5625 per share) ( 41 ) — — Balances at December 31, 2023 $ 1,143,442 $ ( 129,249 ) $ — The accompanying notes are an integral part of the consolidated financial statements. 46 Table of Contents MSA SAFETY INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1— Significant Accounting Policies General Information and Basis of Presentation— The consolidated financial statements of MSA Safety Incorporated ("MSA" or "the Company") are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and require management to make certain judgments, estimates, and assumptions. These may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. They also may affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates upon subsequent resolution of identified matters. Principles of Consolidation— The consolidated financial statements include the accounts of the Company and all subsidiaries. Intercompany accounts and transactions are eliminated. Noncontrolling Interests— Noncontrolling interests reflect noncontrolling shareholders’ investments in certain consolidated subsidiaries and their proportionate share of the income and accumulated other comprehensive loss of those subsidiaries. During July 2021, the Company purchased the remaining noncontrolling interests in MSA (China) Safety Equipment Co., Ltd. See Note 14—Acquisitions for further detail. Currency Translation— The functional currency of all significant non-U.S. subsidiaries is the local country currency. Assets and liabilities of these operations are translated at year-end exchange rates. Income statement accounts are translated using the average exchange rates for the reporting period. Translation adjustments for these subsidiaries are reported as a component of shareholders’ equity and are not included in net income. Foreign currency transaction gains and losses are included in net income for the reporting period. Cash Equivalents— Cash equivalents include temporary deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. Highly liquid investments, consisting of money market funds totaling $ 1.9 million at December 31, 2022, were liquidated and included in the cash contributed in the MSA LLC divestiture transaction. Refer to Note 20—Contingencies to the consolidated financial statements in Part II Item 8 of this Form 10-K for further discussion on the divestiture of MSA LLC on January 5, 2023. Prior to the divestiture, these funds were valued at net asset value (“NAV”) and were required to price and transact at a NAV per share that fluctuated based upon the pricing of the underlying portfolio of securities. Restricted Cash— Restricted cash, which is designated for use other than current operations, is included in prepaid expenses and other current assets in the Consolidated Balance Sheets. Restricted cash balances were $ 2.0 million and $ 1.5 million at December 31, 2023 and 2022, respectively. These balances were used to support letter of credit balances. Inventories— Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out ("FIFO") method. It is the Company's general policy to write-down any inventory balance in excess of the last 24 months of consumption and any inventory identified as obsolete. Investment securities — Prior to the divestiture of MSA LLC as discussed above, the Company held investment securities, primarily consisting of fixed income securities which were classified as available-for-sale. The securities were recorded at fair market value and included in “Investments, short-term” in the accompanying Consolidated Balance Sheets with changes in fair market value recorded in other comprehensive income, net of tax. The purchases and sales of these investments were classified as investing activities in the Consolidated Statements of Cash Flows. Property and Depreciation— Property is recorded at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, generally as follows: buildings 20 to 40 years, and machinery and equipment 3 to 10 years. Expenditures for significant renewals and improvements are capitalized. Ordinary repairs and maintenance are expensed as incurred. Gains or losses on property dispositions are included in other expense (income), net and the cost and related accumulated depreciation are removed from the accounts. Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 41.8 million, $ 36.7 million and $ 33.0 million, respectively. Properties, plant, and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. 47 Table of Contents Software Development Costs— Software development costs are costs incurred to create, enhance and deploy the Company’s broad range of wireless technology and cloud-based computing safety services. Software development costs, other than software development costs qualifying for capitalization, are expensed as incurred. Costs of computer software developed or obtained for internal use that are incurred in the preliminary project and post implementation stages are expensed as incurred. Certain costs incurred during the application and development stage, which primarily include compensation and related expenses, are capitalized. Additionally, costs of upgrades and enhancements are capitalized when it is probable that the upgrades and enhancements will result in added functionality. During 2023, 2022 and 2021, respectively, there was approximately $ 12.1 million, $ 8.7 million and $ 8.1 million of software development costs capitalized. The Company has unamortized computer software development costs of $ 18.2 million and $ 16.5 million as of December 31, 2023 and 2022, respectively, included in property, plant and equipment, net. Capitalized costs are amortized through cost of products sold using the straight-line method over the estimated useful life, which is normally three years , beginning in the period in which the software is ready for its intended use or when the upgrade or enhancement is deployed. Software development amortization expense was $ 10.4 million, $ 7.9 million and $ 4.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. Lessee Arrangements — At the inception of our contracts, we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We have elected to not separate the lease and non-lease components within our lease contracts. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement. We use our incremental borrowing rate ("IBR") at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Our IBR reflects a fully secured rate based on our credit rating, taking into consideration the repayment timing of the lease and any impacts due to the economic environment in which the lease operates. Our lease payments are largely fixed. Variable lease payments that depend on an index or a rate are included in the lease payments and are measured using the prevailing index or rate at the measurement date, with differences between the calculated lease payment and the actual lease payment being expensed in the period of the change. Other variable lease payments, including utilities, consumption and common area maintenance as well as repairs, maintenance and mileage overages on vehicles, are expensed during the period incurred. A majority of our real estate leases include options to extend the lease and options to early terminate the lease. Leases with an early termination option generally involve a termination payment. If we are reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and the lease liability. Some of our leases contain residual value guarantees. These are guarantees made to the lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount. Our leases do not contain restrictions or covenants that restrict us from incurring other financial obligations. For our leases, we have elected to not apply the recognition requirements to leases of less than twelve months. These leases are expensed on a straight-line basis and are not included within the Company's operating lease asset or liability. Lease right-of-use assets and liabilities are recognized based on the present value of the fixed future lease payments over the lease term. Operating leases are included in Operating lease right-of-use assets, net, Other current liabilities, and Noncurrent operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, net, Other current liabilities, and Product liability and other noncurrent liabilities in our Consolidated Balance Sheets. Lease expense for all operating leases is classified in Cost of products sold or Selling, general and administrative expense in the Consolidated Statements of Income. For finance leases, the amortization of the right-of-use asset is included in depreciation and amortization, and the interest is included in interest expense. Lessor Arrangements — The Company derives a portion of its revenue from various leasing arrangements where the Company is the lessor, primarily fire service contracts entered into by Bristol which was acquired in January 2021 (Note 14). Such arrangements provide for monthly payments covering equipment provided, maintenance and interest. These arrangements meet the criteria to be accounted for as sales-type leases under Accounting Standards Codification ("ASC") 842 and contain both lease and non-lease components. For a component to be separate, the customer would be able to benefit from the right of use of the component separately or with other resources readily available to the customer and the right of the use is not highly dependent or highly interrelated with the other rights to use the other underlying assets or components. Revenue from equipment provided is considered a lease component and recognized with point in time revenue recognition upon lease commencement. Upon the recognition of such revenue, an asset is established for the investment in sales-type leases. Maintenance revenue, which is considered a non-lease component, and interest is recognized monthly over the lease term. As of December 31, 2023, the Company had remaining maintenance performance obligations of approximately $ 32.9 million which are expected to be recognized to revenue over approximately 4 years. 48 Table of Contents Lease revenues and interest earned by the Company, included in the Consolidated Statements of Income, were not material to any of the years ended December 31, 2023, 2022 and 2021. Net investment in sales-type leases of $ 6.3 million and $ 14.6 million were included in Prepaid expenses and other current assets and Insurance receivable and other noncurrent assets, respectively, in the Consolidated Balance Sheets as of December 31, 2023. The portion in Insurance receivable and other noncurrent assets at December 31, 2023 is expected to be collected within six years . Goodwill and Other Intangible Assets— Intangible assets with a finite useful life are amortized on a straight-line basis over their useful lives. Indefinite lived intangible assets are assessed for possible impairment annually on October 1st or whenever circumstances change such that the recorded value of the asset may not be recoverable. We performed a quantitative assessment of the indefinite lived trade name intangible asset as outlined in ASC 350 by comparing the estimated fair value of the trade name intangible asset to its carrying value. We estimate the fair value using the relief from royalty income approach. A number of assumptions and estimates are involved in the application of the relief from royalty model, including sales volumes and prices, royalty rates and tax rates. Forecasts are based on sales generated by the underlying trade name assets and are generally based on approved business unit operating plans for the early years and historical relationships in later years. Based on these assessments, no impairments were identified during the years ended December 31, 2023, 2022 or 2021. All goodwill is assigned to and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. Goodwill is not amortized, but evaluated for impairment at least annually or whenever events or changes in circumstance indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. If the Company chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then the Company will perform a quantitative assessment. A quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. The Company estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. Fair value is measured based on the discounted cash flow method and relative market-based approaches. In 2023, we performed a quantitative test at October 1, 2023. We estimate reporting unit fair value using a weighted average of fair values determined by discounted cash flow ("DCF") and market approach methodologies, as we believe both are important indicators of fair value. A number of assumptions and estimates are involved in the application of the DCF model, including sales volumes and prices, costs to produce, tax rates, capital spending, discount rates, and working capital changes. Cash flow forecasts are generally based on approved reporting unit operating plans for the early years and historical relationships in later years. The market approach methodology measures value through an analysis of peer companies. The analysis entails measuring the multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA") at which peer companies are trading. Management performed its evaluation and determined the fair value of each reporting unit is greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill. There has been no impairment of our goodwill during the years ended December 31, 2023, 2022 or 2021. Revenue Recognition— We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . Revenue from the sale of products is recognized when there is persuasive evidence of an arrangement and control passes to the customer, which generally occurs either when product is shipped to the customer or, in the case of most U.S. distributor customers, when product is delivered to the distributor's delivery site. We establish our shipping terms according to local practice and market characteristics. We do not ship product unless we have an order or other documentation authorizing shipment to our customers. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Amounts billed and due from our customers are classified as receivables on the Consolidated Balance Sheets. We make appropriate provisions for credit losses which have historically been insignificant in relation to our net sales. Certain contracts with customers, primarily distributor customers, have an element of variable consideration that is estimated when revenue is recognized under the contract to the extent that it is material to the individual contract. Variable consideration includes volume incentive rebates, performance guarantees, price concessions and returns. Rebates are based on achieving a certain level of purchases and other performance criteria that are documented in established distributor programs. These rebates are estimated based on projected sales to the customer and accrued as a reduction of net sales as they are earned by the customer. The rebate accrual is reviewed monthly and adjustments are made as the estimate of projected sales changes. Product returns, including an adjustment for restocking fees if it is material, are estimated based on historical return experience and revenue is adjusted. Sales, value add and other taxes collected with revenue-producing activities and remitted to governmental authorities are excluded from revenue. 49 Table of Contents Depending on the terms of the arrangement, we may defer revenue for which we have a future obligation, including leases where the Company is the lessor, connected safety subscriptions, training, extended warranty, software subscriptions, maintenance and technical services, until such time that the obligation has been satisfied. We use an observable price, or a cost plus margin approach when one is not available, to determine the stand-alone selling price for separate performance obligations. We have elected to recognize the cost for shipping and handling as an expense when control of the product has passed to the customer. These costs are included within the Cost of products sold line on the Consolidated Statements of Income. Amounts billed to customers for shipping and handling are included in net sales. Product Warranties— Estimated expenses related to product warranties and additional service actions are charged to Cost of products sold in the period in which the related revenue is recognized or when significant product quality issues are identified. Research and Development— Research and development costs are expensed as incurred. Income Taxes— Deferred income taxes are recognized for temporary differences between financial and tax reporting. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more likely than not threshold. We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Deferred taxes are booked for available cash in excess of working capital for non-U.S. subsidiaries as these earnings are not considered to be permanently reinvested. Stock-Based Compensation— We recognize expense for employee and non-employee director stock-based compensation based on the grant date fair value of the awards. Except for retirement-eligible participants, for whom there is no requisite service period, this expense is recognized ratably over the requisite service periods following the date of grant. For retirement-eligible participants, this expense is recognized over an accelerated period of at least one year . Derivative Instruments— We may use derivative instruments from time to time to minimize the effects of changes in currency exchange rates. We do not enter into derivative transactions for speculative purposes and do not hold derivative instruments for trading purposes. Changes in the fair value of derivative instruments designated as fair value hedges are recorded in the balance sheet as adjustments to the underlying hedged asset or liability. Changes in the fair value of derivative instruments that do not qualify for hedge accounting treatment are recognized in the Consolidated Statements of Income and Consolidated Statements of Cash Flows as Currency exchange losses, net in the current period. Commitments and Contingencies— For asserted claims and assessments, liabilities are recorded when a loss is deemed to be probable and the amount of the loss is reasonably estimable. Management assesses the probability of an unfavorable outcome with respect to asserted claims or assessments based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. Once an unfavorable outcome is assessed to be probable, management evaluates estimates of the potential loss, and the most reasonable loss estimate is recorded (or, if the estimate of the loss is a range, and no amount within the range is considered to be a better estimate than any other amount, the minimum amount in the range is recorded). If a material loss is deemed to be reasonably possible but not probable, the matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management first determines whether it is probable that a claim or assessment may be asserted and then, if so, the degree of probability of an unfavorable outcome. If an unfavorable outcome is probable, management assesses whether the amount of potential loss can be reasonably estimated and, if so, accrues the most reasonable estimate of the loss (or, if the estimate of the loss is a range, and no amount within the range is considered to be a better estimate than any other amount, the minimum amount in the range is recorded). If an unfavorable outcome is reasonably possible but less than probable, or the amount of loss cannot be reasonably estimated, then the matter is disclosed and no liability is recorded. Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood and/or estimate of a potential loss. Please refer to Note 20 — Contingencies for further details on product liability related matters. Concentration of credit and business risks— We sell to customers in a broad mix of industries and are exposed to credit risk in the event of nonpayment. Changes in these industries or other developments may significantly affect our financial performance and management's estimates. We mitigate our exposure to credit risk by performing ongoing credit evaluations and, when deemed necessary, requiring letters of credit, credit insurance, prepayments, guarantees or other collateral. No individual customer represented more than 10% of our sales or receivables as of December 31, 2023 or 2022 or for any of the three years ended December 31, 2023. 50 Table of Contents Note 2— Cash and Cash Equivalents Several of the Company's affiliates participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the Consolidated Balance Sheets. The Company's net cash pool position consisted of the following: (In thousands) December 31, 2023 Gross cash pool position $ 91,249 Less: cash pool borrowings ( 88,509 ) Net cash pool position $ 2,740 Note 3— Restructuring Charges During the years ended December 31, 2023, 2022 and 2021, we recorded restructuring charges of $ 9.9 million, $ 8.0 million and $ 16.4 million, respectively. These charges were primarily related to our ongoing initiatives to adjust our cost structure and improve productivity. Americas segment restructuring charges of $ 3.1 million during the year ended December 31, 2023, were related to manufacturing footprint optimization activities. International segment restructuring charges of $ 4.7 million during the year ended December 31, 2023, were related to ongoing initiatives to drive profitable growth and improve productivity. Corporate segment restructuring charges of $ 2.1 million during the year ended December 31, 2023, were related to footprint optimization activities and management restructuring. A total of 152 positions were eliminated in 2023. There were 62 positions eliminated in the Americas segment, 75 in the International segment, and 15 in the Corporate segment. Americas segment restructuring charges of $ 2.3 million during the year ended December 31, 2022, were related to various optimization activities. International segment restructuring charges of $ 5.1 million during the year ended December 31, 2022, were primarily related to the implementation of our new European Shared Service Center in Warsaw, Poland. Corporate segment restructuring charges of $ 0.6 million during the year ended December 31, 2022, were primarily related to programs to realign the organization and adjust our operations in response to current business conditions. A total of 151 positions were eliminated in 2022. There were 24 positions eliminated in the Americas segment, 123 in the International segment, and 4 in the Corporate segment. Americas segment restructuring charges of $ 4.6 million during the year ended December 31, 2021, were primarily related to integration related activities and costs associated with our global Fixed Gas & Flame Detection manufacturing footprint optimization as well as programs to adjust our operations in response to current business conditions. International segment restructuring charges of $ 11.2 million during the year ended December 31, 2021, were primarily related to our initiatives to drive profitable growth and right size our operations. Corporate segment restructuring charges of $ 0.6 million during the year ended December 31, 2021, were primarily related to programs to adjust our operations in response to current business conditions. A total of 143 positions were eliminated in 2021. There were 66 positions eliminated in the Americas segment, 71 in the International segment, and 6 in the Corporate segment. 51 Table of Contents Activity and reserve balances for restructuring charges by segment were as follows: (in millions) Americas International Corporate Total Reserve balances at January 1, 2021 $ 2.8 $ 19.3 $ 0.4 $ 22.5 Restructuring charges 4.6 11.2 0.6 16.4 Currency translation and other adjustments ( 0.1 ) ( 0.2 ) — ( 0.3 ) Cash payments / utilization ( 4.0 ) ( 12.9 ) ( 0.7 ) ( 17.6 ) Reserve balances at December 31, 2021 $ 3.3 $ 17.4 $ 0.3 $ 21.0 Restructuring charges 2.3 5.1 0.6 8.0 Currency translation and other adjustments 0.1 ( 1.3 ) — ( 1.2 ) Cash payments / utilization ( 4.0 ) ( 8.4 ) ( 0.4 ) ( 12.8 ) Reserve balances at December 31, 2022 $ 1.7 $ 12.8 $ 0.5 $ 15.0 Restructuring charges 3.1 4.7 2.1 9.9 Currency translation and other adjustments ( 0.1 ) 0.1 — — Cash payments / utilization ( 3.9 ) ( 8.6 ) ( 2.6 ) ( 15.1 ) Reserve balances at December 31, 2023 $ 0.8 $ 9.0 $ — $ 9.8 Restructuring reserves at December 31, 2023 and 2022 are included in Other current liabilities in our Consolidated Balance Sheets. Note 4— Inventories The following table sets forth the components of inventory: December 31, (In thousands) 2023 2022 Finished products $ 88,687 $ 97,142 Work in process 15,378 16,360 Raw materials and supplies 188,539 224,814 Total inventories $ 292,604 $ 338,316 Note 5— Property, Plant, and Equipment The following table sets forth the components of property, plant and equipment: December 31, (In thousands) 2023 2022 Land $ 4,332 $ 4,884 Buildings 141,027 138,618 Machinery and equipment 498,148 466,394 Construction in progress 24,404 22,097 Total 667,911 631,993 Less accumulated depreciation ( 456,034 ) ( 424,441 ) Property, plant and equipment, net $ 211,877 $ 207,552 52 Table of Contents Note 6— Reclassifications Out of Accumulated Other Comprehensive Loss MSA Safety Incorporated Noncontrolling Interests (In thousands) 2023 2022 2021 2023 2022 2021 Pension and other post-retirement benefits (a) Balance at beginning of period $ ( 50,335 ) $ ( 57,296 ) $ ( 115,552 ) $ — $ — $ — Unrecognized net actuarial gains (losses) 8,654 ( 2,862 ) 54,384 — — — Tax (expense) benefit ( 1,514 ) 703 ( 12,804 ) — — — Total other comprehensive gain (loss) before reclassifications, net of tax 7,140 ( 2,159 ) 41,580 — — — Amounts reclassified from accumulated other comprehensive loss into net income: Amortization of prior service credit (Note 15) ( 84 ) ( 199 ) ( 95 ) — — — Recognized net actuarial losses (Note 15) 812 12,592 22,531 — — — Tax benefit ( 185 ) ( 3,273 ) ( 5,760 ) — — — Total amount reclassified from accumulated other comprehensive loss, net of tax, into net income 543 9,120 16,676 — — — Total other comprehensive income $ 7,683 $ 6,961 $ 58,256 $ — $ — $ — Balance at end of period $ ( 42,652 ) $ ( 50,335 ) $ ( 57,296 ) $ — $ — $ — Available-for-sale securities Balance at beginning of period $ ( 2 ) $ ( 5 ) $ ( 1 ) $ — $ — $ — Unrealized gain (loss) on available-for-sale securities (Note 19) 2 3 ( 4 ) — — — Balance at end of period $ — $ ( 2 ) $ ( 5 ) $ — $ — $ — Foreign currency translation Balance at beginning of period $ ( 108,380 ) $ ( 91,839 ) $ ( 66,844 ) $ — $ — $ 372 Reclassification from accumulated other comprehensive loss into net income (b) 101 2,912 267 — — — Acquisition of noncontrolling interests in consolidated subsidiaries — — — — — ( 280 ) Foreign currency translation adjustments 21,682 ( 19,453 ) ( 25,262 ) — — ( 92 ) Balance at end of period $ ( 86,597 ) $ ( 108,380 ) $ ( 91,839 ) $ — $ — $ — (a) Reclassifications out of accumulated other comprehensive loss and into net income are included in the computation of net periodic pension and other post-retirement benefit costs (refer to Note 15—Pensions and Other Post-retirement Benefits). (b) Reclassifications out of accumulated other comprehensive loss and into net income relate primarily to the approval of our plan to close a foreign subsidiary. The reclassifications are included in Currency exchange losses, net, within the Consolidated Statements of Income. 53 Table of Contents Note 7— Capital Stock Preferred Stock — The Company has authorized 100,000 shares of $ 50 par value 4.5 % cumulative preferred nonvoting stock which is callable at $ 52.50 . There were 71,340 shares issued and 52,998 shares held in treasury at both December 31, 2023 and 2022. The Treasury shares at cost line of the Consolidated Balance Sheets includes $ 1.8 million related to preferred stock. There were no shares of preferred stock purchased and subsequently held in treasury during the years ended December 31, 2023, or 2022. The Company has also authorized 1,000,000 shares of $ 10 par value second cumulative preferred voting stock. No shares have been issued as of December 31, 2023 or 2022. Common Stock — The Company has authorized 180,000,000 shares of no par value common stock. There were 62,081,391 shares issued as of December 31, 2023 and December 31, 2022. There were 39,317,212 and 39,213,064 shares outstanding at December 31, 2023 and 2022, respectively. Treasury Shares — The Company's stock repurchase program authorizes up to $ 100.0 million to repurchase MSA common stock in the open market and in private transactions. The share repurchase program has no expiration date. The maximum number of shares that may be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price. Under the program, there were no shares repurchased during 2023, 251,408 shares repurchased during 2022 and no shares repurchased during 2021. We do not have any other share repurchase programs. There were 22,764,179 and 22,868,327 Treasury shares at December 31, 2023 and 2022, respectively. The Company issues Treasury shares for all stock based benefit plans. Shares are issued from Treasury at the average Treasury share cost on the date of the transaction. There were 132,797 and 219,214 Treasury shares issued for these purposes during the years ended December 31, 2023 and 2022, respectively. 54 Table of Contents Common stock activity is summarized as follows: Shares Dollars (Dollars in thousands) Issued Treasury Common Stock Treasury Cost Balance at January 1, 2021 62,081,391 ( 23,013,489 ) $ 242,693 $ ( 326,156 ) Restricted stock awards — 53,934 ( 762 ) 762 Restricted stock expense — — 6,562 — Restricted stock forfeitures — — ( 765 ) — Stock options exercised — 122,119 4,003 1,767 Stock option expense — — 90 — Stock option forfeitures — — ( 9 ) — Performance stock issued — 64,543 ( 939 ) 939 Performance stock expense — — 13,227 — Employee stock purchase plan — 5,730 772 83 Treasury shares purchased — ( 37,710 ) — ( 6,171 ) Acquisition of noncontrolling interest — — ( 4,751 ) — Balances December 31, 2021 62,081,391 ( 22,804,873 ) $ 260,121 $ ( 328,776 ) Restricted stock awards — 52,810 ( 711 ) 711 Restricted stock expense — — 7,715 — Restricted stock forfeitures — — ( 1,227 ) — Stock options exercised — 103,545 3,021 1,629 Stock option expense — — 49 — Performance stock issued — 55,447 ( 880 ) 880 Performance stock expense — — 15,843 — Performance stock forfeitures — — ( 2,730 ) — Employee stock purchase plan — 7,412 779 112 Treasury shares purchased — ( 31,260 ) — ( 4,021 ) Share repurchase program — ( 251,408 ) — ( 30,373 ) Balances December 31, 2022 62,081,391 ( 22,868,327 ) $ 281,980 $ ( 359,838 ) Restricted stock awards — 40,856 ( 643 ) 643 Restricted stock expense — — 9,476 — Restricted stock forfeitures — — ( 1,414 ) — Stock options exercised — 31,394 970 503 Stock option expense — — 11 — Stock option forfeitures — — ( 11 ) — Performance stock issued — 53,407 ( 855 ) 855 Performance stock expense — — 23,546 — Performance stock forfeitures — — ( 1,585 ) — Employee stock purchase plan — 7,140 849 114 Treasury shares purchased — ( 28,649 ) — ( 3,961 ) Balances December 31, 2023 62,081,391 ( 22,764,179 ) $ 312,324 $ ( 361,684 ) 55 Table of Contents Note 8— Segment Information We are organized into four geographical operating segments that are based on management responsibilities: Northern North America, Latin America, Europe, Middle East & Africa, and Asia Pacific. The operating segments have been aggregated (based on economic similarities, the nature of their products, end-user markets and methods of distribution) into three reportable segments: Americas, International, and Corporate. The Americas segment is comprised of our operations in Northern North America and Latin America geographies. The International segment is comprised of our operations in all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived. The Company's sales are allocated to each segment based primarily on the country destination of the end-customer. Adjusted operating income (loss), adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin are the measures used by the chief operating decision maker to evaluate segment performance and allocate resources. Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains (losses), product liability expense, loss on divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), transaction costs and acquisition-related amortization. Adjusted operating margin is defined as adjusted operating income (loss) divided by segment net sales to external customers. Adjusted EBITDA is defined as adjusted operating income (loss) plus depreciation and amortization. Adjusted EBITDA margin is defined as adjusted EBITDA divided by segment net sales to external customers. The accounting principles applied at the operating segment level in determining operating income (loss) are generally the same as those applied at the consolidated financial statement level. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation. 56 Table of Contents Reportable segment information is presented in the following table: (In thousands) Americas International Corporate Reconciling Items (a) Consolidated Totals 2023 Net sales to external customers $ 1,235,594 $ 552,053 $ — $ — $ 1,787,647 Operating income 231,320 Restructuring charges (Note 3) 9,892 Currency exchange losses, net 17,079 Loss on divestiture of MSA LLC (Note 20) 129,211 Product liability expense (Note 20) 3 Amortization of acquisition-related intangible assets 9,246 Transaction costs (b) 965 Adjusted operating income (loss) 359,617 89,699 ( 51,600 ) 397,716 Adjusted operating margin % 29.1 % 16.2 % Depreciation and amortization 36,979 13,705 843 51,527 Adjusted EBITDA 396,596 103,404 ( 50,757 ) 449,243 Adjusted EBITDA margin % 32.1 % 18.7 % Noncash items: Pension (income) expense $ ( 11,873 ) $ 3,958 $ ( 7,915 ) Total Assets 1,433,244 734,856 320 1,730 2,170,150 Capital expenditures 28,011 13,341 1,412 — 42,764 2022 Net sales to external customers $ 1,043,238 $ 484,715 $ — $ — $ 1,527,953 Operating income 239,137 Restructuring charges (Note 3) 7,965 Currency exchange losses, net 10,255 Product liability expense (Note 20) 20,590 Amortization of acquisition-related intangible assets 9,207 Transaction costs (b) 3,233 Adjusted operating income (loss) 267,392 60,923 ( 37,928 ) — 290,387 Adjusted operating margin % 25.6 % 12.6 % Depreciation and amortization 34,334 12,256 520 — 47,110 Adjusted EBITDA 301,726 73,179 ( 37,408 ) — 337,497 Adjusted EBITDA margin % 28.9 % 15.1 % Noncash items: Pension (income) expense $ ( 18,368 ) $ 6,869 $ — $ — $ ( 11,499 ) Total Assets 1,660,776 703,444 11,673 1,083 2,376,976 Capital expenditures 33,324 9,229 — — 42,553 2021 Net sales to external customers $ 908,068 $ 492,114 $ — $ — $ 1,400,182 Operating income 22,780 Restructuring charges (Note 3) 16,433 Currency exchange losses, net 216 Product liability expense (Note 20) 185,264 Amortization of acquisition-related intangible assets 8,764 Transaction costs (b) 7,120 Adjusted operating income (loss) 202,496 73,279 ( 35,198 ) 240,577 Adjusted operating margin % 22.3 % 14.9 % Depreciation and amortization 31,236 13,718 463 — 45,417 Adjusted EBITDA 233,732 86,997 ( 34,735 ) — 285,994 Adjusted EBITDA margin % 25.7 % 17.7 % Noncash items: Pension (income) expense $ ( 2,916 ) $ 5,790 $ — $ — $ 2,874 Total Assets 1,661,619 720,257 13,034 1,486 2,396,396 Capital expenditures 25,148 11,408 7,281 — 43,837 (a) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. (b) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the Consolidated Statements of Income 57 Table of Contents Geographic information on Net sales to external customers, based on country of origin: (In thousands) 2023 2022 2021 United States $ 1,036,521 $ 876,945 $ 746,825 Other 751,126 651,008 653,357 Total $ 1,787,647 $ 1,527,953 $ 1,400,182 Geographic information on tangible long-lived assets, net, based on country of origin: (In thousands) 2023 2022 2021 United States $ 156,937 $ 159,345 $ 155,667 Other 108,238 92,349 102,304 Total $ 265,175 $ 251,694 $ 257,971 Total Net sales by product portfolio was as follows: 2023 Consolidated Americas International (In thousands) Dollars Percent Dollars Percent Dollars Percent Firefighter Safety (a) $ 684,224 38 % $ 501,676 41 % $ 182,548 33 % Detection (b) 634,915 36 % 419,312 34 % 215,603 39 % Industrial PPE and Other (c) 468,508 26 % 314,606 25 % 153,902 28 % Total $ 1,787,647 100 % $ 1,235,594 100 % $ 552,053 100 % 2022 Consolidated Americas International (In thousands) Dollars Percent Dollars Percent Dollars Percent Firefighter Safety (a) $ 578,935 38 % $ 416,427 40 % $ 162,508 34 % Detection (b) 529,735 35 % 349,543 34 % 180,192 37 % Industrial PPE and Other (c) 419,283 27 % 277,268 26 % 142,015 29 % Total $ 1,527,953 100 % $ 1,043,238 100 % $ 484,715 100 % 2021 Consolidated Americas International (In thousands) Dollars Percent Dollars Percent Dollars Percent Firefighter Safety (a) $ 526,326 38 % $ 354,426 39 % $ 171,900 35 % Detection (b) 461,779 33 % 292,058 32 % 169,721 34 % Industrial PPE and Other (c) 412,077 29 % 261,584 29 % 150,493 31 % Total $ 1,400,182 100 % $ 908,068 100 % $ 492,114 100 % (a) Firefighter Safety includes Breathing Apparatus and Firefighter Helmets and Protective Apparel, and includes sales from the Bristol acquisition from January 25, 2021 onward (International). (b) Detection includes Fixed Gas and Flame Detection and Portable Gas detection, and includes sales from the Bacharach acquisition from July 1, 2021 onward (Americas and International). (c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core. 58 Table of Contents Note 9— Earnings per Share Basic earnings per share attributable to MSA Safety Incorporated common shareholders is computed by dividing net income, after the deduction of preferred stock dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to MSA Safety Incorporated common shareholders assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities. Participating securities are defined as unvested stock-based compensation awards that contain nonforfeitable rights to dividends. Amounts attributable to MSA Safety Incorporated common shareholders: (In thousands, except per share amounts) 2023 2022 2021 Net income $ 58,583 $ 179,630 $ 21,340 Preferred stock dividends ( 41 ) ( 41 ) ( 41 ) Net income available to common equity 58,542 179,589 21,299 Dividends and undistributed earnings allocated to participating securities ( 26 ) ( 30 ) ( 24 ) Net income available to common shareholders $ 58,516 $ 179,559 $ 21,275 Basic weighted-average shares outstanding 39,307 39,232 39,173 Stock options and other stock-based awards 166 175 276 Diluted weighted-average shares outstanding 39,473 39,407 39,449 Antidilutive stock-based awards — — — Earnings per share: Basic $ 1.49 $ 4.58 $ 0.54 Diluted $ 1.48 $ 4.56 $ 0.54 Note 10— Income Taxes (In thousands) 2023 2022 2021 Components of income before income taxes U.S. income (loss) $ 80,229 $ 170,426 $ ( 59,746 ) Non-U.S. income 126,459 68,107 83,350 Income before income taxes $ 206,688 $ 238,533 $ 23,604 Provision for income taxes Current Federal $ 49,642 $ 26,022 $ 13,179 State 9,510 7,708 5,000 Non-U.S. 27,101 20,002 22,487 Total current provision $ 86,253 $ 53,732 $ 40,666 Deferred Federal $ 54,272 $ 7,350 $ ( 29,631 ) State 12,914 862 ( 7,204 ) Non-U.S. ( 5,334 ) ( 3,041 ) ( 2,015 ) Total deferred provision (benefit) 61,852 5,171 ( 38,850 ) Provision for income taxes $ 148,105 $ 58,903 $ 1,816 On June 10, 2021 the United Kingdom ("U.K.") Parliament announced royal assent for Bill No. 12, on the Finance Act of 2021. This bill increased the statutory rate from 19% to 25% in April 2023. The Company recorded this impact on its deferred tax balances in the second quarter of 2021. 59 Table of Contents Reconciliation of the U.S. federal income tax rates to our effective tax rate: 2023 2022 2021 U.S. federal income tax rate 21.0 % 21.0 % 21.0 % Divestiture (Note 20) 46.6 % — % — % State income taxes-U.S. 3.7 % 2.9 % ( 7.0 ) % Nondeductible compensation 1.9 % 1.2 % 15.3 % Research and development credit ( 0.8 ) % ( 0.4 ) % ( 5.3 ) % Taxes on non-U.S. income ( 0.6 ) % 0.1 % ( 10.9 ) % Taxes on non-U.S. income - U.S., Canadian & European reorganization ( 0.5 ) % — % — % Employee share-based payments ( 0.4 ) % ( 0.8 ) % ( 18.3 ) % Valuation allowances ( 0.2 ) % 0.8 % 7.0 % Foreign exchange on entity closures — % 0.3 % ( 0.4 ) % Other 0.9 % ( 0.4 ) % 6.3 % Effective income tax rate 71.6 % 24.7 % 7.7 % Components of deferred tax assets and liabilities: December 31, (In thousands) 2023 2022 Deferred tax assets Capitalized research and development $ 28,822 $ 26,988 Net operating losses and tax credit carryforwards 10,964 10,696 Share-based compensation 5,528 4,562 Inventory 7,281 — Accrued expenses and other reserves 4,566 5,738 Reserve for doubtful accounts 1,562 — Product liability 655 72,950 Other 7,218 5,068 Total deferred tax assets 66,596 126,002 Valuation allowances ( 9,671 ) ( 10,017 ) Net deferred tax assets 56,925 115,985 Deferred tax liabilities Goodwill and intangibles ( 83,100 ) ( 80,383 ) Employee benefits ( 24,958 ) ( 18,899 ) Property, plant and equipment ( 15,541 ) ( 18,735 ) Other ( 2,680 ) ( 4,359 ) Total deferred tax liabilities ( 126,279 ) ( 122,376 ) Net deferred taxes $ ( 69,354 ) $ ( 6,391 ) At December 31, 2023, we had net operating loss carryforwards of approximately $ 50.4 million. All net operating loss carryforwards without a valuation allowance may be carried forward for a period of at least six years . 60 Table of Contents A reconciliation of the change in the tax liability for unrecognized tax benefits for the years ended December 31, 2023 and 2022 is as follows: (In thousands) 2023 2022 Beginning balance $ 5,192 $ 4,937 Adjustments for tax positions related to the current year — 100 Adjustments for tax positions related to prior years ( 1,116 ) 155 Settlements — — Statute expiration ( 992 ) — Ending balance $ 3,084 $ 5,192 The total amount of unrecognized tax benefits, if recognized, would reduce our future effective tax rate. We have recognized tax benefits associated with these liabilities in the amount of $ 0.6 million and $ 2.7 million at December 31, 2023 and 2022, respectively. We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Our liability for accrued interest and penalties related to uncertain tax positions was $ 0.2 million and $ 1.1 million at December 31, 2023 and 2022, respectively. We are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our consolidated financial statements. We file a U.S. federal income tax return along with various state and foreign income tax returns. Examinations of our U.S. federal returns have been completed through 2018. Various state and foreign income tax returns may be subject to tax audits for periods after 2015. On August 16, 2022, President Biden signed the Inflation Reduction Act which includes a new minimum tax on certain large corporations and an excise tax on stock buybacks. We do not anticipate this legislation will have a material impact for the company. The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, we meet the overall revenue threshold and therefore fall within the scope of Pillar 2. At this time, we do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows. We continue to monitor the potential financial impacts and compliance requirements of Pillar 2. Note 11— Stock Plans The 2023 Management Equity Incentive Plan and its predecessor, the 2016 Management Equity Incentive Plan, provide for various forms of stock-based compensation for eligible employees through May 2033 including stock options, restricted stock awards, restricted stock units and performance stock units. The 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2027. Stock options are granted at market prices and expire after ten years . Stock options are exercisable beginning three years after the grant date. Restricted stock and restricted stock units are granted without payment to the Company and generally vest three years after the grant date. Restricted stock and restricted stock units are valued at the market value of the stock on the grant date. Performance stock units with a market condition are valued at an estimated fair value using a Monte Carlo simulation model. The final number of shares to be issued for performance stock units may range from zero to 240 % of the target award based on achieving the specified performance targets over the performance period and further range based upon the achieved market metric over the performance period. In general, unvested stock options, restricted stock and performance stock units are forfeited if the participant’s employment with the Company terminates for any reason other than retirement, death or disability. We issue Treasury shares for stock option exercises and grants of restricted stock and performance stock. Please refer to Note 7—Capital Stock for further information regarding stock compensation share issuance. As of December 31, 2023, there were 1,869,407 and 68,439 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive plans. 61 Table of Contents Stock-based compensation expense was as follows: (In thousands) 2023 2022 2021 Restricted stock units $ 8,062 $ 6,488 $ 5,797 Stock options — 49 81 Performance stock units 21,961 13,113 13,030 Total stock-compensation expense before income taxes 30,023 19,650 18,908 Income tax benefit 7,356 4,814 4,633 Total stock-compensation expense, net of income tax benefit $ 22,667 $ 14,836 $ 14,275 We did not capitalize any stock-based compensation expense, and all expense is included in Selling, general and administrative expense in the Consolidated Statements of Income. A summary of option activity follows: Shares Weighted Average Exercise Price Exercisable at Year-end Outstanding January 1, 2021 283,998 $ 46.23 Exercised ( 122,087 ) 47.25 Forfeited ( 210 ) 43.75 Outstanding December 31, 2021 161,701 45.47 161,347 Exercised ( 103,545 ) 44.91 Outstanding December 31, 2022 58,156 46.48 58,156 Exercised ( 31,394 ) 46.90 Forfeited ( 226 ) 49.44 Outstanding December 31, 2023 26,536 $ 45.95 26,536 For various exercise price ranges, characteristics of outstanding and exercisable stock options at December 31, 2023 were as follows: Stock Options Outstanding and Exercisable Range of Exercise Prices Shares Weighted-Average Exercise Price Remaining Life $ 33.01 – $ 45.00 17,820 $ 44.50 1.66 $ 45.01 – $ 57.93 8,716 48.92 1.73 $ 33.01 – $ 57.93 26,536 $ 45.95 1.68 Cash received from the exercise of stock options was $ 1.5 million, $ 4.7 million and $ 5.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit we realized from these exercises was $ 0.9 million, $ 1.9 million and $ 4.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Stock options become exercisable when they are vested. The aggregate intrinsic value of stock options exercisable and outstanding at December 31, 2023 was $ 3.3 million. 62 Table of Contents Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date. A summary of restricted stock unit activity follows: Shares Weighted Average Grant Date Fair Value Unvested January 1, 2021 146,191 $ 105.83 Granted 43,146 167.13 Vested ( 65,225 ) 95.43 Forfeited ( 5,769 ) 132.54 Unvested at December 31, 2021 118,343 132.62 Granted 87,697 130.28 Vested ( 51,369 ) 113.96 Forfeited ( 8,785 ) 139.66 Unvested at December 31, 2022 145,886 137.36 Granted 81,150 142.92 Vested ( 43,107 ) 126.27 Forfeited ( 10,078 ) 140.28 Unvested at December 31, 2023 173,851 $ 142.73 A summary of performance stock unit activity follows: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2021 200,212 $ 104.69 Granted 52,309 175.59 Vested ( 64,543 ) 85.41 Performance adjustments 5,357 88.45 Unvested at December 31, 2021 193,335 129.86 Granted 81,504 142.38 Vested ( 55,447 ) 101.38 Performance adjustments ( 22,147 ) 99.84 Forfeited ( 18,485 ) 147.66 Unvested at December 31, 2022 178,760 146.28 Granted 77,654 132.39 Vested ( 53,407 ) 127.36 Performance adjustments ( 3,009 ) 127.40 Forfeited ( 10,777 ) 147.06 Unvested at December 31, 2023 189,221 $ 146.17 The 2023 performance adjustments above relate primarily to 2020 performance unit awards which vested in the first quarter of 2023 at 94.9 % of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's TSR during the three-year performance period. During the years ended December 31, 2023, 2022 and 2021, the total intrinsic value of stock options exercised (the difference between the market price on the date of exercise and the option price paid to exercise the option) was $ 3.7 million, $ 8.6 million and $ 13.0 million, respectively. The fair values of restricted stock vested during the years ended December 31, 2023, 2022 and 2021 were $ 5.4 million, $ 5.9 million and $ 6.2 million, respectively. The fair value of performance stock units vested during the years ended December 31, 2023, 2022 and 2021 was $ 6.8 million, $ 5.6 million and $ 5.5 million, respectively. On December 31, 2023, there was $ 21.1 million of unrecognized stock-based compensation expense. The weighted average period over which this expense is expected to be recognized was approximately 1.7 years. 63 Table of Contents Note 12— Long-Term Debt Long-Term Debt December 31, (In thousands) 2023 2022 2016 Senior Notes payable through 2031, 3.40 %, net of debt issuance costs $ 62,081 $ 66,379 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,733 99,711 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,733 99,711 2023 Term Loan credit agreement maturing in 2026, net of debt issuance costs 230,604 — 2023 Senior Notes payable through 2028, 5.25 %, net of debt issuance costs 49,939 — Senior revolving credit facility maturing in 2026, net of debt issuance costs 59,602 307,031 Total 601,692 572,832 Amounts due within one year 26,522 7,387 Long-term debt, net of debt issuance costs $ 575,170 $ 565,445 On May 24, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Facility" or "Facility”) that extended its term through May 24, 2026 and increased the capacity to $ 900.0 million. The agreement was amended in August 2021 and June 2023 to transition from Sterling LIBOR reference rates and U.S. LIBOR reference rates. Under the amended agreement, the Company may elect either a Base rate of interest (“BASE”) or an interest rate based on Secured Overnight Financing Rate (“SOFR”). The BASE is a daily fluctuating per annum rate equal to the highest of (i) 0.00 %, (ii) the Overnight Bank Funding Rate, plus 0.5 %, (iii) the Prime Rate (iv) the Daily Simple SOFR rate, plus 1.00 %. The Company pays a credit spread of 0 to 175 basis points based on the Company’s net EBITDA leverage ratio and elected rate (BASE or SOFR). The Company has a weighted average revolver interest rate of 6.22 % as of December 31, 2023. At December 31, 2023, $ 838.1 million of the existing $ 900.0 million senior revolving credit facility was unused, including letters of credit issued under the facility. The facility also provides an accordion feature that allows the Company to access an additional $ 400.0 million of capacity pending approval by MSA’s board of directors and from the bank group. On July 1, 2021, the Company entered into a Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement (the “Prudential Note Agreement”) with PGIM, Inc. (“Prudential”). The Prudential Note Agreement provided for (i) the issuance of $ 100.0 million of 2.69 % Series C Senior Notes due July 1, 2036 and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to Prudential’s acceptance in its sole discretion, the issuance of up to $ 335.0 million aggregate principal amount of senior unsecured notes. The Company has outstanding £ 48.8 million (approximately $ 62.2 million at December 31, 2023) of 3.4 % Series B Senior Notes due January 22, 2031. Remaining maturities of this note are £ 6.1 million (approximately $ 7.8 million at December 31, 2023) due annually through January 2031. On July 1, 2021, the Company entered into a Second Amended and Restated Master Note Facility (the “NYL Note Facility”) with NYL Investors. The NYL Note Facility provided for (i) the issuance of $ 100.0 million of 2.69 % Series A Senior Notes due July 1, 2036 and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to NYL Investors’ acceptance in its sole discretion, the issuance of up to $ 200.0 million aggregate principal amount of senior unsecured notes. On June 29, 2023, the Company issued $ 50 million of 5.25 % Series B Senior Notes due July 1, 2028, pursuant to the NYL Note Facility (the "Notes"). The Notes bear interest at 5.25 % per annum, payable semi-annually, and mature on July 1, 2028. The Notes provide for a principal payment of $ 25 million on July 1, 2027, with the remaining $ 25 million due on July 1, 2028. The Notes may be redeemed at the Company’s option prior to their maturity at a make-whole redemption price calculated as provided in the NYL Note Facility. The proceeds of the Notes were used on June 29, 2023, to pay down an equivalent amount of borrowings under the Company’s Revolving Credit Facility with PNC Bank, National Association, as Administrative Agent. On July 1, 2021, the Company acquired Bacharach in a transaction valued at $ 329.4 million, net of cash acquired. The acquisition was partially financed by $ 200.0 million of 2.69 % Senior Notes from the Prudential Note Agreement and NYL Note Facility. The remaining purchase price was financed under the Revolving Credit Facility. 64 Table of Contents During August 2021 and June 2023, respectively, the Company amended its Revolving Credit Facility to transition from Sterling LIBOR reference rates to Sterling Overnight Interbank Average Rate SONIA reference rates and from U.S. LIBOR reference rates to SOFR reference rates. The Company applied the optional expedients in ASC 848, Reference Rate Reform, to these modifications driven by reference rate reform, accounting for the modifications as a continuation of the existing contracts. Therefore, these modifications did not require remeasurement at the modification date or a reassessment of previous accounting determinations. As such, the change in reference rates did not have an impact on the Company’s consolidated financial statements. On January 5, 2023, the Company entered into a new $ 250 million term loan facility to fund the divestiture of MSA LLC, a wholly owned subsidiary. Under the agreement, the Company may elect either BASE or an interest rate based on SOFR. The Company pays a credit spread of 0 to 200 basis points based on the Company's net EBITDA leverage ratio and elected rate. The Company had a Term Loan interest rate of 6.45 % as of December 31, 2023. The Revolving Credit Facility, Term Loan Facility, Prudential Note Agreement and NYL Note Facility require the Company to comply with specified financial covenants, including a requirement to maintain a minimum fixed charges coverage ratio of not less than 1.50 to 1.00 and a consolidated leverage ratio not to exceed 3.50 to 1.00; except during an acquisition period, defined as four consecutive fiscal quarters beginning with the quarter of acquisition, in which case the consolidated net leverage ratio shall not exceed 4.00 to 1.00; in each case calculated on the basis of the trailing four fiscal quarters. In addition, the agreements contain negative covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or issue guarantees, create or incur liens, make loans and investments, make acquisitions, transfer or sell assets, enter into transactions with affiliated parties, make changes in its organizational documents that are materially adverse to lenders or modify the nature of the Company's or its subsidiaries' business. All credit facilities excluded MSA LLC prior to the divestiture of this subsidiary on January 5, 2023, as discussed further in Note 20. As of December 31, 2023, MSA was in full compliance with the restrictive covenants under its various credit agreements. Approximate maturities on our long-term debt over the next five years are $ 26.5 million in 2024, $ 32.8 million in 2025, $ 256.1 million in 2026, $ 32.8 million in 2027, $ 32.8 million in 2028 and $ 223.3 million thereafter. The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2023, totaling $ 9.1 million, of which $ 1.1 million relate to the senior revolving credit facility. The letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies. The Company is also required to provide cash collateral in connection with certain arrangements. At December 31, 2023, the Company has $ 2.0 million of restricted cash in support of these arrangements. Note 13— Goodwill and Intangible Assets Changes in goodwill during the years ended December 31, 2023 and 2022, were as follows: (In thousands) 2023 2022 Balance at January 1 $ 620,622 $ 636,858 Measurement period adjustment — ( 1,041 ) Currency translation 6,912 ( 15,195 ) Balance at December 31 $ 627,534 $ 620,622 At December 31, 2023, goodwill of $ 447.6 million and $ 179.9 million related to the Americas and International reportable segments, respectively. Changes in intangible assets, net of accumulated amortization, during the years ended December 31, 2023 and 2022, were as follows: (In thousands) 2023 2022 Net balance at January 1 $ 281,853 $ 306,948 Amortization expense ( 18,085 ) ( 19,137 ) Currency translation 2,366 ( 5,958 ) Net balance at December 31 $ 266,134 $ 281,853 65 Table of Contents (In millions) December 31, 2023 December 31, 2022 Intangible Assets: Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 19 $ 181.8 $ ( 46.5 ) $ 135.3 $ 178.7 $ ( 35.3 ) $ 143.4 Distribution agreements 20 66.0 ( 30.2 ) 35.8 65.8 ( 26.9 ) 38.9 Technology related assets 8 49.9 ( 32.7 ) 17.2 49.5 ( 29.3 ) 20.2 Patents, trademarks and copyrights 16 34.5 ( 16.8 ) 17.7 34.0 ( 14.8 ) 19.2 License agreements 5 5.4 ( 5.4 ) — 5.4 ( 5.3 ) 0.1 Other 3 3.4 ( 3.3 ) 0.1 3.3 ( 3.2 ) 0.1 Total 17 $ 341.0 $ ( 134.9 ) $ 206.1 $ 336.7 $ ( 114.8 ) $ 221.9 At December 31, 2023, the above intangible assets balance includes a trade name related to the Globe acquisition with an indefinite life totaling $ 60.0 million. Intangible asset amortization expense over the next five years is expected to be approximately $ 17.9 million in 2024, $ 17.7 million in 2025, $ 17.3 million in 2026, $ 17.2 million in 2027, and $ 17.0 million in 2028. Note 14— Acquisitions Acquisition of Bacharach On July 1, 2021, we acquired 100 % of the common stock of Bacharach in an all cash transaction valued at $ 329.4 million, net of cash acquired. Headquartered near Pittsburgh in New Kensington, PA, Bacharach is a leader in gas detection technologies used in the HVAC-R markets. This acquisition expanded MSA’s gas detection portfolio and leverages MSA’s product and manufacturing expertise into new markets. Bacharach's operating results are included in our consolidated financial statements from the acquisition date within the Americas, International and Corporate reportable segments. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. The following table summarizes the fair values of the Bacharach assets acquired and liabilities assumed at the date of the acquisition: (In millions) July 1, 2021 Current assets (including cash of $ 11.7 million) $ 32.1 Property, plant and equipment and other noncurrent assets 4.3 Customer relationships 123.0 Developed technology 20.5 Trade name 15.0 Goodwill 193.5 Total assets acquired 388.4 Total liabilities assumed ( 47.3 ) Net assets acquired $ 341.1 66 Table of Contents Assets acquired and liabilities assumed in connection with the acquisition were recorded at fair values. Fair values were determined by management, based in part on an independent valuation performed by a third party valuation specialist. The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges; the relief from royalty method for trade name and developed technologies; and the cost method for assembled workforce was included in goodwill. A number of significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. Cash flow forecasts were generally based on Bacharach pre-acquisition forecasts, coupled with estimated MSA sales synergies. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships, developed technology and trade name acquired in the Bacharach transaction are being amortized over periods of 21 years, 7 to 9 years and 20 years, respectively. The step up to fair value of acquired inventory as part of the purchase price allocation totaled $ 2.3 million. The amortization of the inventory step up was included in Cost of products sold in the Consolidated Statements of Income for the year ended December 31, 2021. Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Bacharach with our operations. Goodwill of $ 193.5 million related to the Bacharach acquisition was recorded, with $ 154.6 million and $ 38.9 million allocated to the Americas reportable segment and International reportable segment, respectively. This Goodwill is non-deductible for tax purposes. Acquisition of Bristol Uniforms and Bell Apparel On January 25, 2021, we acquired 100 % of the common stock of B T Q Limited, including Bristol in an all-cash transaction valued at $ 63.0 million, net of cash acquired. Bristol, which is headquartered in the U.K., is a leading innovator and provider of protective apparel to the fire, rescue services, and utility sectors. The acquisition strengthens MSA's position as a global market leader in fire service personal protective equipment products, which include breathing apparatus, firefighter helmets, thermal imaging cameras, and firefighter protective apparel, while providing an avenue to expand its business in the U.K. and key European markets. Bristol is also a leading manufacturer of flame-retardant, waterproof, and other protective work wear for the utility industry. Marketed under the Bell Apparel brand, this line complements MSA's existing and broad range of offerings for the global utility market. Bristol's operating results are included in our consolidated financial statements from the acquisition date as part of the International reportable segment. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. The following table summarizes the fair values of the Bristol assets acquired and liabilities assumed at the date of the acquisition: (In millions) January 25, 2021 Current assets (including cash of $ 13.3 million) $ 37.1 Net investment in sales-type leases, noncurrent 29.0 Property, plant and equipment and other noncurrent assets 12.0 Customer relationships 4.5 Trade name and other intangible assets 1.4 Goodwill 4.9 Total assets acquired 88.9 Total liabilities assumed ( 12.6 ) Net assets acquired $ 76.3 67 Table of Contents Assets acquired and liabilities assumed in connection with the acquisition were recorded at fair values. Fair values were determined by management, based in part on an independent valuation performed by a third party valuation specialist. The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges; the relief from royalty method for trade name; and the cost method for assembled workforce which is included in goodwill. A number of significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. Cash flow forecasts were generally based on Bristol pre-acquisition forecasts, coupled with estimated MSA sales synergies. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships and trade name acquired in the Bristol transaction will be amortized over a period of 15 years. The step up to fair value of acquired inventory as part of the purchase price allocation totaled $ 1.5 million. The amortization of the inventory step up was included in Cost of products sold in the Consolidated Statements of Income for the year ended December 31, 2021. Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Bristol with our operations. Goodwill of $ 4.9 million related to the Bristol acquisition has been recorded in the International reportable segment and is non-deductible for tax purposes. The operating results of the Bristol and Bacharach acquisitions have been included in our consolidated financial statements from their respective acquisition dates. Our results for the year ended December 31, 2021, include combined net sales and net loss of $ 67.2 million and $ 6.3 million, respectively. The following unaudited pro forma information presents our combined results as if the Bristol and Bacharach acquisitions had occurred at the beginning of 2021. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company's results. There were no material transactions between MSA and Bristol or Bacharach during the periods presented that are required to be eliminated. The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements. Pro forma combined financial information (Unaudited) Year Ended December 31, (In millions, except per share amounts) 2021 Net sales $ 1,437.9 Net income 10.2 Basic earnings per share 0.26 Diluted earnings per share 0.26 The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented, and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company. The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. MSA has been treated as the acquirer. Total transaction costs were $ 1.0 million, $ 3.2 million and $ 7.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Transaction costs are included in Selling, general and administrative expenses in the Consolidated Statements of Income. Acquisition of Noncontrolling Interest During July 2021, the Company purchased the remaining 10 % noncontrolling interest in MSA (China) Safety Equipment Co., Ltd. from our partner in China for $ 19.0 million, inclusive of a $ 5.6 million distribution. 68 Table of Contents Note 15— Pensions and Other Post-retirement Benefits We maintain various defined benefit and defined contribution plans covering the majority of our employees. Our principal U.S. plan is funded in compliance with the Employee Retirement Income Security Act ("ERISA"). It is our general policy to fund current costs for the international plans, except in Germany and Mexico, where it is common practice and permissible under tax laws to maintain an unfunded liability. We provide health care benefits and limited life insurance for certain retired employees who are covered by our principal U.S. defined benefit pension plan until they become Medicare-eligible. 69 Table of Contents Defined benefit pension plan and other post-retirement benefits plan information is provided in the following tables: Pension Benefits Other Benefits (In thousands) 2023 2022 2023 2022 Change in Benefit Obligations Benefit obligations at January 1 $ 490,365 $ 654,362 $ 22,538 $ 29,831 Service cost 7,587 12,281 214 327 Interest cost 23,775 14,377 1,090 590 Participant contributions 347 257 276 259 Plan amendments ( 194 ) 154 — — Actuarial gains (a) 23,750 ( 156,214 ) ( 326 ) ( 5,884 ) Benefits paid ( 26,140 ) ( 26,377 ) ( 2,406 ) ( 2,585 ) Curtailments ( 87 ) ( 286 ) — — Settlements ( 1,574 ) ( 260 ) — — Currency translation 3,645 ( 7,929 ) — — Benefit obligations at December 31 $ 521,474 $ 490,365 $ 21,386 $ 22,538 Change in Plan Assets Fair value of plan assets at January 1 $ 514,218 $ 651,986 $ — $ — Actual return on plan assets 70,640 ( 115,105 ) — — Employer contributions 5,217 5,032 2,130 2,326 Participant contributions 347 257 276 259 Settlements ( 1,574 ) ( 260 ) — — Benefits paid ( 26,140 ) ( 26,377 ) ( 2,406 ) ( 2,585 ) Administrative expenses paid ( 57 ) ( 54 ) — — Currency translation 798 ( 1,261 ) — — Fair value of plan assets at December 31 $ 563,449 $ 514,218 $ — $ — Funded Status Funded status at December 31 $ 41,975 $ 23,853 $ ( 21,386 ) $ ( 22,538 ) Unrecognized prior service credit (cost) 1,021 1,224 ( 184 ) ( 429 ) Unrecognized net actuarial losses 82,796 90,212 5,568 6,445 Net amount recognized $ 125,792 $ 115,289 $ ( 16,002 ) $ ( 16,522 ) Amounts Recognized in the Balance Sheets Noncurrent assets $ 172,161 $ 141,643 $ — $ — Current liabilities ( 8,427 ) ( 3,712 ) ( 2,167 ) ( 2,226 ) Noncurrent liabilities ( 121,759 ) ( 114,078 ) ( 19,219 ) ( 20,312 ) Net amount recognized $ 41,975 $ 23,853 $ ( 21,386 ) $ ( 22,538 ) Amounts Recognized in Accumulated Other Comprehensive Loss Net actuarial losses $ 82,796 $ 90,212 $ 5,568 $ 6,445 Prior service cost (credit) 1,021 1,224 ( 184 ) ( 429 ) Total (before tax effects) $ 83,817 $ 91,436 $ 5,384 $ 6,016 Accumulated Benefit Obligations for all Defined Benefit Plans $ 487,167 $ 459,630 $ — $ — (a) Actuarial gains for both periods relate primarily to the increase/decrease in discount rates used in measuring plan obligations as of December 31, 2023 and 2022, respectively. 70 Table of Contents Pension Benefits Other Benefits (In thousands) 2023 2022 2021 2023 2022 2021 Components of Net Periodic Benefit (Income) Cost Service cost $ 7,587 $ 12,281 $ 12,910 $ 214 $ 327 $ 398 Interest cost 23,775 14,377 11,518 1,090 590 476 Expected return on plan assets ( 39,639 ) ( 49,646 ) ( 37,368 ) — — — Amortization of prior service cost (credit) 161 139 164 ( 245 ) ( 338 ) ( 358 ) Recognized net actuarial losses 186 11,704 17,458 550 1,242 1,597 Settlement/curtailment loss (gain) 15 ( 354 ) ( 2,234 ) (b) — — — Net periodic benefit (income) cost (a) $ ( 7,915 ) $ ( 11,499 ) $ 2,448 $ 1,609 $ 1,821 $ 2,113 (a) Components of net periodic benefit (income) cost other than service cost are included in the line item Other income, net, and service costs are included in the line items Cost of products sold and Selling, general and administrative in the Consolidated Statements of Income. (b) Relates primarily to the conversion of our Netherlands pension plan into a defined contribution plan and is included in "Restructuring charges" in the Consolidated Statements of Income. The Company utilizes a spot rate approach, which discounts the individual plan specific expected cash flows underlying the service and interest cost using the applicable spot rates derived from a yield curve used in the determination of the benefit obligation to the relevant projected cash flows. For plans where the discount rate is not derived from plan specific expected cash flows, the Company uses a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period for measuring both the projected benefit obligations and the service and interest cost components of net periodic benefit cost for pension and other post-retirement benefits. Information for pension plans with an accumulated benefit obligation in excess of plan assets: Pension Benefits (In thousands) 2023 2022 Aggregate accumulated benefit obligations (ABO) $ 129,921 $ 116,531 Aggregate fair value of plan assets 5,622 4,454 Information for pension plans with a projected benefit obligation in excess of plan assets: Pension Benefits (In thousands) 2023 2022 Aggregate projected benefit obligations (PBO) $ 135,809 $ 122,229 Aggregate fair value of plan assets 5,622 4,454 Pension Benefits Other Benefits 2023 2022 2023 2022 Assumptions used to determine benefit obligations Average discount rate 4.75 % 5.01 % 4.88 % 5.09 % Rate of compensation increase 3.78 % 4.61 % 3.00 % 3.00 % Assumptions used to determine net periodic benefit cost Average discount rate - Service cost 5.23 % 3.12 % 5.15 % 2.84 % Average discount rate - Interest cost 4.91 % 2.17 % 5.09 % 2.04 % Expected return on plan assets 6.86 % 8.77 % — — Rate of compensation increase 4.61 % 4.58 % 3.00 % 2.91 % Discount rates for all U.S. and foreign plans were determined using the aforementioned spot rate methodology for 2023 and 2022. Aside from sovereign bonds used in Mexico, the remaining plans' discount rates were determined using various corporate bonds and by matching our projected benefit obligation payment stream to current yields on high quality bonds. 71 Table of Contents The expected return on assets for the 2023 net periodic pension cost was determined by multiplying the expected returns of each asset class (based on capital market expectations) by the expected percentage of the total portfolio invested in that asset class. A total return was determined by summing the expected returns over all asset classes. Pension Plan Assets at December 31, 2023 2022 Equity securities 58 % 56 % Fixed income securities 30 26 Pooled investment funds 9 15 Cash and cash equivalents 2 2 Insurance contracts 1 1 Total 100 % 100 % The overall objective of our pension investment strategy is to earn a rate of return over time to satisfy the benefit obligations of the pension plans and to maintain sufficient liquidity to pay benefits and meet other cash requirements of our pension funds. Investment policies for our primary U.S. pension plan are determined by the plan’s Investment Committee and set forth in the plan’s investment policy. Asset managers are granted discretion for determining sector mix, selecting securities and timing transactions, subject to the guidelines of the investment policy. An aggressive, flexible management of the portfolio is permitted and encouraged, with shifts of emphasis among equities, fixed income securities and cash equivalents at the discretion of each manager. No target asset allocations are set forth in the investment policy. For our non-U.S. pension plans, our investment objective is generally met through the use of pooled investment funds and insurance contracts. The fair values of the Company's pension plan assets are determined using NAV as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value, as further discussed in Note 19—Fair Value Measurements. The fair values at December 31, 2023, were as follows: Fair Value (In thousands) Total NAV Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities $ 327,699 $ 45,441 $ 282,258 $ — $ — Fixed income securities 169,321 — 94,706 74,615 — Pooled investment funds 50,553 50,553 — — — Cash and cash equivalents 10,254 8,645 1,609 — — Insurance contracts 5,622 — — — 5,622 Total $ 563,449 $ 104,639 $ 378,573 $ 74,615 $ 5,622 The fair values of the Company's pension plan assets at December 31, 2022, were as follows: Fair Value (In thousands) Total NAV Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Equity securities $ 288,006 $ 44,583 $ 243,423 $ — $ — Fixed income securities 132,659 — 63,522 69,137 — Pooled investment funds 79,853 79,853 — — — Cash and cash equivalents 9,246 7,954 1,292 — — Insurance contracts 4,454 — — — 4,454 Total $ 514,218 $ 132,390 $ 308,237 $ 69,137 $ 4,454 72 Table of Contents Equity securities consist primarily of publicly traded U.S. and non-U.S. common stocks. Equities are valued at closing prices reported on the listing stock exchange. Fixed income securities consist primarily of U.S. government and agency bonds and U.S. corporate bonds. Fixed income securities are valued at closing prices reported in active markets or based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, and may include adjustments, for certain risks that may not be observable, such as credit and liquidity risks. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Pooled investment funds consist of mutual and collective investment funds that invest primarily in publicly traded equity and fixed income securities. Pooled investment funds are valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, divided by the number of shares outstanding. The underlying securities are generally valued at closing prices reported in active markets, quoted prices of similar securities, or discounted cash flows approach that maximizes observable inputs such as current value measurement at the reporting date. These investments are not classified in the fair value hierarchy in accordance with guidance in ASU 2015-07. Insurance contracts are valued in accordance with the terms of the applicable collective pension contract. The fair value of the plan assets equals the discounted value of the expected cash flows of the accrued pensions which are guaranteed by the counterparty insurer. Cash equivalents consist primarily of money market and similar temporary investment funds. Cash equivalents are valued at closing prices reported in active markets. The preceding methods may produce fair value measurements that are not indicative of net realizable value or reflective of future fair values. Although we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents a reconciliation of Level 3 assets: (In thousands) Insurance Contracts Balance January 1, 2022 $ 4,211 Net realized and unrealized gains ( 119 ) Net purchases, issuances and settlements 362 Balance December 31, 2022 4,454 Net realized and unrealized gains 208 Net purchases, issuances and settlements 960 Balance December 31, 2023 $ 5,622 The following table presents amounts related to Level 3 assets recognized in accumulated other comprehensive loss: (In thousands) Insurance Contracts Net actuarial losses $ ( 178 ) Prior service cost 490 Total (before tax effects) $ 312 We expect to make net contributions of $ 5 million to our pension plans in 2024, which are primarily associated with statutorily required plans in the International reporting segment. For the 2023 beginning of the year measurement purposes (net periodic benefit expense), a 6.5 % increase in the costs of covered health care benefits was assumed, decreasing by 0.2 % for each successive year to 4.4 % in 2032 and thereafter. For the 2023 end of the year measurement purposes (benefit obligation), a 6.7 % increase in the costs of covered health care benefits was assumed, decreasing by approximately 0.2 % for each successive year to 4.4 % in 2033 and thereafter. 73 Table of Contents Expense for defined contribution pension plans was $ 13.4 million in 2023, $ 12.6 million in 2022 and $ 11.7 million in 2021. Estimated pension benefits to be paid under our defined benefit pension plans during the next five years are $ 31.6 million in 2024, $ 31.3 million in 2025, $ 31.7 million in 2026, $ 32.2 million in 2027 and $ 32.8 million in 2028, and an aggregated $ 171.7 million for the five years thereafter. Estimated other post-retirement benefits to be paid during the next five years are $ 2.2 million in 2024, $ 1.9 million in 2025, $ 1.9 million in 2026, $ 2.0 million in 2027, $ 1.9 million in 2028, and an aggregated $ 9.0 million for the five years thereafter. Note 16— Other Income, Net Year ended December 31, (In thousands) 2023 2022 2021 Components of net periodic benefit income other than service cost (Note 15) $ 14,107 $ 22,286 $ 8,321 Interest income 8,184 4,155 3,256 Loss on asset write-down and dispositions, net ( 173 ) ( 6,290 ) ( 788 ) Other, net ( 17 ) 905 793 Total other income, net $ 22,101 $ 21,056 $ 11,582 During the years ended December 31, 2023, 2022 and 2021, we recognized $ 8.2 million, $ 4.2 million and $ 3.3 million of other income, respectively, related to interest earned on cash balances, short-term investments and notes receivable from insurance companies. The short-term investments and notes receivables from insurance companies were divested as of January 5, 2023. Please refer to Note 20—Contingencies for further discussion on the Company's notes receivables from insurance companies. Note 17— Leases As a lessee, we have various operating lease agreements primarily related to real estate, vehicles and office and plant equipment. The components of lease expense were as follows: Year Ended December 31, (In millions, except percentage and year amounts) 2023 2022 Lease cost: Operating lease cost recognized as rent expense $ 12.0 $ 15.0 Total lease cost $ 12.0 $ 15.0 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 11.8 $ 14.9 Non-cash other information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 19.3 $ 6.4 December 31, 2023 2022 Weighted-average remaining lease term (in years): Operating leases 13 14 Weighted-average discount rate: Operating leases 3.37 % 2.66 % Rent expense was $ 12.0 million, $ 15.0 million and $ 14.2 million in 2023, 2022 and 2021, respectively. We did not have any lease transactions with related parties. We did not have any significant leases not yet commenced. 74 Table of Contents At December 31, 2023, future lease payments under operating leases were as follows: (In millions) Operating Leases 2024 $ 11.1 2025 9.5 2026 7.9 2027 6.4 2028 5.5 After 2028 23.5 $ 63.9 Less: Imputed interest 9.9 Present value of operating lease liabilities 54.0 Less: Current portion operating lease liabilities (a) 9.5 Noncurrent operating lease liabilities $ 44.5 (a) Included in Other current liabilities on the Consolidated Balance Sheets. Note 18— Derivative Financial Instruments As part of our currency exchange rate risk management strategy, we enter into certain derivative foreign currency forward contracts that do not meet the U.S. GAAP criteria for hedge accounting but have the impact of partially offsetting certain foreign currency exposures. We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses, net, in the Consolidated Statements of Income. At December 31, 2023, the notional amount of open forward contracts was $ 110.9 million and there were no unrealized gains/losses on these contracts. All open forward contracts will mature during the first quarter of 2024. The following table presents the Consolidated Balance Sheets location and fair value of assets and liabilities associated with derivative financial instruments: December 31, (In thousands) 2023 2022 Derivatives not designated as hedging instruments: Foreign exchange contracts: prepaid expenses and other current assets $ 2,210 $ 724 Foreign exchange contracts: other current liabilities $ 242 $ 85 The following table presents the Consolidated Statements of Income and Consolidated Statements of Cash Flows location and impact of derivative financial instruments: Year ended December 31, 2023 2022 Derivatives not designated as hedging instruments: Foreign exchange contracts: currency exchange losses, net $ ( 398 ) $ 6,656 75 Table of Contents Note 19— Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are: Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3—Unobservable inputs for the asset or liability. The valuation methodologies we used to measure financial assets and liabilities were limited to the pension plan assets and the derivative financial instruments described in Note 15—Pensions and Other Post-retirement Benefits and Note 18—Derivative Financial Instruments, respectively. See Note 15 for the fair value hierarchy classification of pension plan assets. We estimate the fair value of the derivative financial instruments, consisting of foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy. With the exception of our investments in marketable securities and fixed rate long-term debt both as disclosed below, we believe that the reported carrying amounts of our remaining financial assets and liabilities approximate their fair values. Our investments in available-for-sale marketable securities, primarily fixed income, were owed by our now-divested subsidiary MSA LLC and were part of our MSA LLC divestiture as described in Note 20—Contingencies. Prior to the divestiture, these investments were valued at fair value using quoted market prices for similar securities or pricing models. Accordingly, the fair values of the investments were classified within Level 2 of the fair value hierarchy. The amortized cost basis of our investments was $ 9.9 million as of December 31, 2022. The fair value of our investments was $ 9.9 million as of December 31, 2022, which was reported in Investments, short-term in the accompanying Consolidated Balance Sheets. Prior to the divestiture, changes in fair value were recorded in Other comprehensive income (loss), net of tax. No impairment losses relating to these securities occurred during the year ended December 31, 2023. The reported carrying amount of fixed rate long-term debt, including the current portion of long-term debt, was $ 312.2 million and $ 266.5 million at December 31, 2023, and 2022, respectively. The fair value of this debt was $ 278.7 million and $ 218.3 million at December 31, 2023, and 2022, respectively. The fair value of this debt was determined using Level 2 inputs by evaluating similarly rated companies with publicly traded bonds where available or current borrowing rates available for financings with similar terms and maturities. Note 20— Contingencies Product liability The Company and its subsidiaries face an inherent business risk of exposure to product liability claims arising from the alleged failure of our products to prevent the types of personal injury or death against which they are designed to protect. Product liability claims are categorized as either single incident or cumulative trauma. Single incident product liability claims. Single incident product liability claims involve incidents of short duration that are typically known when they occur and involve observable injuries, which provide an objective basis for quantifying damages. Management has established reserves for the single incident product liability claims of its various subsidiaries, including, asserted single incident product liability claims and incurred but not reported ("IBNR") single incident claims. To determine the reserves, Management makes reasonable estimates of losses for single incident claims based on the number and characteristics of asserted claims, historical experience, sales volumes, expected settlement costs, and other relevant information. The reserve for single incident product liability claims was $ 1.3 million and $ 1.4 million at December 31, 2023 and December 31, 2022, respectively. Single incident product liability expense was nominal for the three years ended December 31, 2023, 2022 and 2021. Single incident product liability exposures are evaluated on an annual basis, or more frequently if changing circumstances warrant. Adjustments are made to the reserve as appropriate. The reserve has not been discounted to present value and does not include future amounts which will be spent to defend the claims. 76 Table of Contents Cumulative trauma product liability claims. Cumulative trauma product liability claims involve alleged exposures to harmful substances (e.g., silica, asbestos and coal dust) that occurred years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis, mesothelioma, or coal worker’s pneumoconiosis. A former subsidiary of the Company, MSA LLC, which was divested as described below, has been named as a defendant in various lawsuits related to such claims. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by MSA LLC or its predecessors. Management previously established a reserve for MSA LLC's potential exposure to cumulative trauma product liability claims. Prior to its divestiture, MSA LLC's total cumulative trauma product liability reserve was $ 395.1 million, including $ 13.4 million for claims settled but not yet paid and related defense costs, as of December 31, 2022. The reserve included estimated amounts related to asserted and IBNR asbestos, silica, and coal dust claims expected to be resolved through the year 2075. The reserve was not discounted to present value and did not include future amounts which will be spent to defend the claims. Defense costs were recognized in the Consolidated Statements of Income as incurred. At December 31, 2022, $ 65.1 million of the total reserve for cumulative trauma product liability claims was recorded in the Insurance and product liability line within other current liabilities in the Consolidated Balance Sheets and the remainder, $ 330.0 million, was recorded in the Product liability and other noncurrent liabilities line. Prior to the divestiture, MSA LLC's cumulative trauma product liability reserve was based upon an estimate of MSA LLC’s current and potential future liability for cumulative trauma product liability claims, in accordance with applicable accounting principles. See further discussion on the process and assumptions used to derive this estimate in Note 20— Contingencies of the consolidated financial statements in Part II Item 8 of MSA's Form 10-K for the year ended December 31, 2022. On January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Sag Main Holdings, LLC (the “Buyer”). The Buyer is a joint venture between R&Q Insurance Holdings Ltd. (“R&Q”) and Obra Capital, Inc. (“Obra”). Under the Purchase Agreement, on January 5, 2023, the Company transferred to the Buyer all of the issued and outstanding limited liability company interests of MSA LLC (the “Sale”). In connection with the closing, the Company contributed $ 341.2 million in cash and cash equivalents, while R&Q and Obra contributed an additional $ 35.0 million. As MSA LLC was the obligor for the claims to which the Company's legacy cumulative trauma product liability reserves and the policyholder of the related insurance assets, the rights and obligations related to these items remained with MSA LLC when it transferred to the Buyer's ownership pursuant to the Purchase Agreement. In addition, pursuant to the Purchase Agreement, the Buyer and MSA LLC have agreed to indemnify the Company and its affiliates for legacy cumulative trauma product liabilities and other product liabilities, and a subsidiary of the Company has agreed to indemnify MSA LLC for all other historical liabilities of MSA LLC. This indemnification is not subject to any cap or time limitation. In connection with the sale, the Company and its Board of Directors received a solvency opinion from an independent advisory firm that MSA LLC was solvent and adequately capitalized after giving effect to the transaction. Following the completion of the sale and the transfer of MSA LLC to the Buyer, the Company no longer has any obligation with respect to pending and future cumulative trauma product liability claims relating to these matters. As such, all legacy cumulative trauma product liability reserves, related insurance assets, and associated deferred tax assets of the divested subsidiary were derecognized from our balance sheet and the Company incurred a tax-effected loss on the divestiture of MSA LLC of $ 199.6 million, including transaction related costs of $ 5.6 million. R&Q and Obra's joint venture has assumed management of the divested subsidiary, including the management of its claims and associated assets. 77 Table of Contents Below is a summary of the impact of the divestiture of MSA LLC on our Consolidated Statements of Income for the year ended December 31, 2023: (In millions) Year Ended December 31, 2023 Cash and cash equivalents $ ( 341.2 ) Current insurance receivables ( 17.3 ) Notes receivable, insurance companies ( 5.9 ) Noncurrent insurance receivables ( 110.3 ) Notes receivable, insurance companies, noncurrent ( 38.7 ) Current product liability 65.1 Noncurrent product liability 324.7 Loss on divestiture of MSA LLC before transaction costs ( 123.6 ) Transaction costs ( 5.6 ) Loss on divestiture of MSA LLC ( 129.2 ) Income tax expense (a) ( 70.4 ) Tax-effected loss on divestiture of MSA LLC $ ( 199.6 ) (a) Related to the write-off of deferred tax asset related to product liability reserve Insurance Receivable and Notes Receivable, Insurance Companies Many years ago, MSA LLC purchased insurance policies from various insurance carriers that, subject to common contract exclusions, provided coverage for cumulative trauma product liability losses (the "Occurrence-Based Policies"). Prior to the divestiture of MSA LLC, when adjustments were made to amounts recorded in the cumulative trauma product liability reserve, we calculated amounts due to be reimbursed pursuant to the terms of the negotiated Coverage-In-Place Agreements, including cumulative trauma product liability losses and related defense costs, and we recorded the amounts probable of reimbursement as insurance receivables. Insurance receivables at December 31, 2022 totaled $ 127.6 million, of which $ 17.3 million was reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets and $ 110.3 million was reported in Insurance receivables and other noncurrent assets. A summary of insurance receivables balance and activity related to cumulative trauma product liability losses and divestiture of MSA LLC is as follows: (In millions) 2023 2022 Balance beginning of period $ 127.6 $ 130.2 Divestiture of MSA LLC ( 127.6 ) — Additions — 1.8 Collections — ( 4.4 ) Balance end of period $ — $ 127.6 Prior to the divestiture of MSA LLC, notes receivable from insurance companies at December 31, 2022 totaled $ 44.6 million of which $ 5.9 million was reported in Notes receivable, insurance companies, current in the Consolidated Balance Sheets and $ 38.7 million was reported in Notes receivable, insurance companies, noncurrent. 78 Table of Contents A summary of notes receivables from insurance companies balance is as follows: December 31, (In millions) 2023 2022 Balance beginning of period $ 44.6 $ 48.5 Divestiture of MSA LLC ( 44.6 ) — Additions — 1.2 Collections — ( 5.1 ) Balance end of period $ — $ 44.6 Other Litigation Globe, a subsidiary of the Company, is defending claims in which plaintiffs assert that certain products allegedly containing per- and polyfluoroalkyl substances (“PFAS”) have caused harm, including injury or health issues. PFAS are a large class of substances that are widely used in everyday products. Specifically, Globe builds firefighter turnout gear from technical fabrics sourced from a small pool of specialty textile manufacturers. These protective fabrics have been tested and certified to meet current National Fire Protection Association safety standards, and some of them as supplied to Globe contain or historically have contained PFAS to achieve performance characteristics such as water, oil, or chemical resistance. Globe believes it has valid defenses to these claims. These matters are at a very early stage with numerous factual and legal issues to be resolved. Defense costs relating to these lawsuits are recognized in the Consolidated Statements of Income as incurred. Globe is also pursuing insurance coverage and indemnification related to the lawsuits. As of February 7, 2024, Globe was named as a defendant in approximately 467 lawsuits comprised of about 10,578 claims, plus one action filed on behalf of a putative class of Florida firefighters and certain of their dependents. Certain of these lawsuits include MSA Safety Inc. or other Globe affiliates as defendants. MSA LLC is also a defendant in a number of PFAS lawsuits and the Buyer assumed responsibility for these and any similar future claims specific to MSA LLC in connection with the divestiture on January 5, 2023. Product Warranty The Company provides warranties on certain product sales. Product warranty reserves are established in the same period that revenue from the sale of the related products is recognized, or in the period that a specific issue arises as to the functionality of the Company's product. The determination of such reserves requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The amounts of the reserves are based on established terms and the Company's best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. If actual return rates and/or repair and replacement costs differ significantly from estimates, adjustments to recognize additional cost of sales may be required in future periods. The following table reconciles the changes in the Company's accrued warranty reserve: December 31, (In thousands) 2023 2022 2021 Beginning warranty reserve $ 15,230 $ 12,423 $ 11,428 Warranty payments ( 9,794 ) ( 10,631 ) ( 8,987 ) Warranty claims 8,899 14,544 10,225 Provision for product warranties and other adjustments ( 47 ) ( 1,106 ) ( 243 ) Ending warranty reserve $ 14,288 $ 15,230 $ 12,423 Warranty expense for the years ended December 31, 2023, 2022 and 2021 was $ 8.9 million, $ 13.4 million and $ 10.0 million, respectively and is included in Costs of products sold on the Consolidated Statements of Income. 79 Table of Contents Note 21— Quarterly Financial Information (Unaudited) 2023 Quarters (In thousands, except per share amounts) 1st 2nd 3rd 4th Year Net sales $ 398,262 $ 447,299 $ 446,728 $ 495,358 $ 1,787,647 Gross profit 181,398 213,796 218,761 238,183 852,138 Net (loss) income attributable to MSA Safety Incorporated ( 150,173 ) 67,090 65,256 76,410 58,583 (Loss) earnings per share (1) Basic $ ( 3.83 ) $ 1.71 $ 1.66 $ 1.94 $ 1.49 Diluted ( 3.83 ) 1.70 1.65 1.93 1.48 2022 Quarters (In thousands, except earnings per share) 1st 2nd 3rd 4th Year Net sales $ 330,692 $ 372,313 $ 381,694 $ 443,254 $ 1,527,953 Gross profit 142,784 164,400 169,395 197,252 673,831 Net income attributable to MSA Safety Incorporated 35,542 47,693 44,906 51,489 179,630 Earnings per share (1) Basic $ 0.90 $ 1.21 $ 1.15 $ 1.31 $ 4.58 Diluted 0.90 1.21 1.14 1.31 4.56 (1) Per share amounts are calculated independently for each period presented; therefore, the sum of the quarterly per share amounts may not equal the per share amounts for the year. 80 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.