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Avantor Inc

For the period ended Dec 31, 2023. Filed Feb 14, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 14, 2024

AVTR$15.57-2.1%Stored close · as of Nov 10, 2026

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Contents

Report of independent registered public accounting firm F-

To the stockholders and the Board of Directors of Avantor, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Avantor, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income or loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

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 Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill —Americas and Europe Reporting Units - Refer to Notes 2, 6 and 11 to the financial statements

Goodwill is tested for impairment at the reporting unit level on October 1 of each year or more frequently whenever an event or change in circumstance occurs that would require reassessment of the recoverability of the asset. Quantitative impairment testing requires the Company to estimate the fair value of each of its four reporting units. The Company estimates the fair value of each reporting unit using a weighted average of two valuation methods based on a discounted cash flows method and a guideline public company method. These valuation methods require management to make various assumptions, which include, but are not limited to, future profitability, cash flows, discount rates, weighting of valuation methods, and the selection of comparable publicly traded companies (peer groups). If the Company determines the carrying value of a reporting unit exceeds its fair value, an impairment charge is recorded for the excess. No impairment charges were recorded as each reporting unit had a fair value in excess of its carrying value.

The assumptions management made to estimate fair value for the Americas and Europe reporting units under the discounted cash flows method included net sales growth and discount rates and, under the guideline public company method, the selection of appropriate peer groups and market multiples. Performing audit procedures to evaluate the reasonableness of these assumptions for the Americas and Europe reporting units required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures over management’s estimates of net sales growth and discount rates as well as the selection of peer groups and market multiples for the Americas and Europe reporting units included the following, among others:

We tested the effectiveness of controls over management’s goodwill impairment testing, including those over management’s assumptions of net sales growth and discount rates under the discounted cash flows method and the selection of appropriate peer groups and market multiples under the guideline public company method.

We evaluated management’s ability to accurately forecast net sales growth by comparing management’s forecasts reflected in the prior period Americas and European reporting unit forecasts to actual results.

With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate assumptions and the selection of peer groups and guideline public company market multiples, including testing the underlying information supporting these assumptions and the mathematical accuracy of the calculations.

Long-Lived Asset Impairment – Ritter GmbH— Refer to Notes 2, 4, 6, 10 and 11 to the financial statements

The Company’s long-lived assets include property, plant and equipment, finite-lived intangible assets and certain other assets. For impairment purposes, the Company groups its long-lived assets with working capital and other types of assets or liabilities if they generate cash flows on a combined basis. The

Company evaluates long-lived assets, or asset groups, for impairment whenever events or changes in circumstances indicate a potential inability to recover their carrying amounts. Events that result in an impairment review include a significant decrease in the operating results of the asset group or significant adverse changes in the business climate. When such events or changes in circumstances occur, the Company compares the asset group’s carrying value to its estimated undiscounted future cash flows. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, an analysis is performed to estimate the fair value of the asset group. An impairment charge is recorded if the fair value of the asset group is less than its carrying amount.

Due to sustained revenue declines at Ritter, the Company performed an impairment review of the asset group, which resulted in a fair value that was lower than its carrying value. As a result, the Company recorded impairment charges of $106.4 million on Ritter’s finite-lived intangible assets and $54.4 million on Ritter’s property, plant, and equipment in fiscal 2023. The Company’s cash flow analysis performed to evaluate the Ritter asset group for impairment included the following key assumptions: revenues, gross margin, and current market assumptions for the discount rate.

Performing audit procedures to evaluate the reasonableness of the cash flow analysis required a high degree of auditor judgment and an increased extent of effort, including the need to use more experienced audit professionals as well as the assistance of our fair value specialists.

Our audit procedures to evaluate Management’s methodology to develop an estimate for the fair value of the asset group , included the following, among others:

We tested the effectiveness of the controls over management’s key assumptions utilized in estimating the fair value of the asset group, such as sales and gross profit forecast as well as discount rate.

We evaluated the reasonableness of the key assumptions used in management’s cash flow forecast by comparing them to:

–Historical sales and gross profit.

–External information regarding industry growth and trends.

With the assistance of our fair value specialists, we evaluated the methodology used to determine the fair value of the asset group and reasonableness of the discount rate assumptions, including testing the underlying information supporting these assumptions and the mathematical accuracy of the calculations.

Income Taxes – Uncertain Tax Positions – Refer to Notes 2 and 19 to the financial statements

The Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and non-U.S. tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations including transfer pricing guidelines. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company evaluates its tax position using the recognition threshold and the measurement analysis in accordance with the accounting guidance. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit recognized in the financial statements.

Performing audit procedures to evaluate uncertain tax positions for transfer pricing, required a high degree of auditor judgment and an increased extent of effort, including the need to use more experienced audit professionals as well as the assistance of tax and transfer pricing specialists.

Our audit procedures related to the Company’s uncertain tax positions for transfer pricing included the following, among others:

We tested the effectiveness of controls over management’s evaluation and determination of uncertain tax positions for transfer pricing.

With the assistance of our tax specialists, including transfer pricing professionals, we evaluated the Company’s uncertain tax positions related to transfer pricing and performed the following:

–We evaluated the third-party transfer pricing studies obtained by the Company and assessed the transfer pricing studies with applicable laws and regulations, including transfer pricing guidelines, as well as how the Company applied the transfer pricing method to its transactions.

–We read and evaluated management's documentation, including relevant accounting policies and information obtained by management from outside tax specialists, that detailed the basis of the uncertain tax positions.

–Evaluated the reasonableness of management’s approach in the identification, recognition, and measurement of uncertain tax positions.

–We analyzed the Company’s critical assumptions and data used to determine the amount of tax benefit to recognize and compared this amount to an independently developed estimate.

/s/Deloitte & Touche LLP

Philadelphia, Pennsylvania

February 14, 2024

We have served as the Company’s auditor since 2010.

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