For the fiscal year ended December 31, 2014
|
FORM 10-K
|
Commission File No. 1-15579
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
||
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter
)
|
||
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania
(Address of principal executive offices)
|
Registrant’s telephone number, including area code: (724) 776-8600
|
46-4914539
(IRS Employer Identification No.)
16066-5207
(Zip code)
|
(Title of each class)
Common Stock, no par value
|
Securities registered pursuant to Section 12(b) of the Act:
|
(Name of each exchange on which registered)
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Item No.
|
|
Page
|
Part I
|
|
|
1.
|
||
1A.
|
||
1B.
|
||
2.
|
||
3.
|
||
4.
|
||
|
||
Part II
|
|
|
5.
|
||
6.
|
||
7.
|
||
7A.
|
||
8.
|
||
9.
|
||
9A.
|
||
9B.
|
||
Part III
|
|
|
10.
|
||
11.
|
||
12.
|
||
13.
|
||
14.
|
||
Part IV
|
|
|
15.
|
||
|
•
|
Multi-point permanently installed gas detection systems.
This product line is used to monitor for combustible and toxic gases and oxygen deficiency in virtually any application where continuous monitoring is required. Our systems are used for gas detection in petrochemical, pulp and paper, wastewater, refrigerant monitoring, and general industrial applications. These systems utilize a wide array of sensing technologies including electrochemical, catalytic, infrared and ultrasonic.
|
•
|
Flame detectors and open-path infrared gas detectors.
These instruments are used for plant-wide monitoring of toxic gases and for detecting the presence of flames. These systems use infrared optics to detect potentially hazardous conditions across long distances, making them suitable for use in such applications as offshore oil rigs, storage vessels, refineries, pipelines and ventilation ducts. First used in the oil and gas industry, our systems now have broad applications in petrochemical facilities, the transportation industry and in pharmaceutical production.
|
•
|
unexpected changes in regulatory requirements;
|
•
|
changes in trade policy or tariff regulations;
|
•
|
changes in tax laws and regulations;
|
•
|
changes to the company's legal structure could have unintended tax consequences;
|
•
|
intellectual property protection difficulties;
|
•
|
difficulty in collecting accounts receivable;
|
•
|
complications in complying with a variety of foreign laws and regulations, some of which may conflict with U.S. laws;
|
•
|
trade protection measures and price controls;
|
•
|
trade sanctions and embargoes;
|
•
|
nationalization and expropriation;
|
•
|
increased international instability or potential instability of foreign governments;
|
•
|
effectiveness of worldwide compliance with MSA's anti-bribery policy, local laws and the Foreign Corrupt Practices Act
|
•
|
the ability to effectively negotiate with labor unions in foreign countries;
|
•
|
the need to take extra security precautions for our international operations; and
|
•
|
costs and difficulties in managing culturally and geographically diverse international operations.
|
•
|
failure of the acquired businesses to achieve the results we expect;
|
•
|
diversion of our management’s attention from operational matters;
|
•
|
our inability to retain key personnel of the acquired businesses;
|
•
|
risks associated with unanticipated events or liabilities;
|
•
|
potential disruption of our existing business; and
|
•
|
customer dissatisfaction or performance problems at the acquired businesses.
|
Location
|
Function
|
Square Feet
|
|
Owned
or Leased
|
|
North America
|
|
|
|
|
|
Murrysville, PA
|
Manufacturing
|
295,000
|
|
|
Owned
|
Cranberry Twp., PA
|
Office, Research and Development and Manufacturing
|
212,000
|
|
|
Owned
|
New Galilee, PA
|
Distribution
|
120,000
|
|
|
Leased
|
Jacksonville, NC
|
Manufacturing
|
107,000
|
|
|
Owned
|
Queretaro, Mexico
|
Office, Manufacturing and Distribution
|
77,000
|
|
|
Leased
|
Cranberry Twp., PA
|
Research and Development
|
68,000
|
|
|
Owned
|
Lake Forest, CA
|
Office, Research and Development and Manufacturing
|
62,000
|
|
|
Leased
|
Corona, CA
|
Manufacturing
|
19,000
|
|
|
Leased
|
Torreon, Mexico
|
Office
|
15,000
|
|
|
Leased
|
Lake Forest, CA
|
Office
|
6,000
|
|
|
Owned
|
Europe
|
|
|
|
|
|
Berlin, Germany
|
Office, Research and Development, Manufacturing and Distribution
|
340,000
|
|
|
Leased
|
Chatillon sur Chalaronne, France
|
Office, Research and Development, Manufacturing and Distribution
|
94,000
|
|
|
Owned
|
Milan, Italy
|
Office
|
43,000
|
|
|
Owned
|
Rapperswil, Switzerland
|
Office
|
8,000
|
|
|
Leased
|
Glasgow, Scotland
|
Office
|
25,000
|
|
|
Leased
|
Mohammedia, Morocco
|
Manufacturing
|
24,000
|
|
|
Owned
|
Barcelona, Spain
|
Office
|
23,000
|
|
|
Owned
|
Galway, Ireland
|
Office and Manufacturing
|
20,000
|
|
|
Owned
|
Varnamo, Sweden
|
Office, Manufacturing and Distribution
|
18,000
|
|
|
Leased
|
Hoorn, Netherlands
|
Office and Distribution
|
12,000
|
|
|
Owned
|
Rajarhat, India
|
Office and Distribution
|
10,000
|
|
|
Leased
|
International
|
|
|
|
|
|
Suzhou, China
|
Office and Manufacturing
|
193,000
|
|
|
Owned
|
Sydney, Australia
|
Office, Manufacturing
|
84,000
|
|
|
Owned
|
Sao Paulo, Brazil
|
Office, Manufacturing and Distribution
|
74,000
|
|
|
Owned
|
Johannesburg, South Africa
|
Office, Manufacturing and Distribution
|
42,000
|
|
|
Leased
|
Lima, Peru
|
Office and Distribution
|
34,000
|
|
|
Owned
|
Santiago, Chile
|
Office and Distribution
|
32,000
|
|
|
Leased
|
Sydney, Australia
|
Manufacturing and Distribution
|
16,000
|
|
|
Leased
|
Buenos Aires, Argentina
|
Office and Distribution
|
9,000
|
|
|
Owned
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance January 1
|
$
|
124.8
|
|
|
$
|
130.0
|
|
|
$
|
112.1
|
|
Additions
|
98.2
|
|
|
34.0
|
|
|
29.7
|
|
|||
Collections and settlements
|
(2.5
|
)
|
|
(39.2
|
)
|
|
(11.8
|
)
|
|||
Balance December 31
|
220.5
|
|
|
124.8
|
|
|
130.0
|
|
Name
|
|
Age
|
|
|
Title
|
William M. Lambert
|
|
56
|
|
|
President and Chief Executive Officer since May 2008.
|
Steven C. Blanco
(a)
|
|
48
|
|
|
Vice President, Global Operational Excellence since April 2012.
|
Kerry M. Bove
(b)
|
|
56
|
|
|
Vice President and President, MSA International Segment since November 2011.
|
Ronald N. Herring, Jr.
(c)
|
|
54
|
|
|
Vice President and President, MSA Europe Segment since November 2011.
|
Douglas K. McClaine
|
|
57
|
|
|
Vice President, Secretary and General Counsel since May 2005.
|
Stacy McMahan
(d)
|
|
51
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer since August 2013.
|
Thomas Muschter
(e)
|
|
54
|
|
|
Vice President, Global Product Leadership since November 2011.
|
Paul R. Uhler
|
|
56
|
|
|
Vice President, Global Human Resources since May 2006.
|
Nishan Vartanian
(f)
|
|
55
|
|
|
Vice President and President, MSA North America Segment since August 2013.
|
Markus H. Weber
(g)
|
|
50
|
|
|
Vice President and Chief Information Officer since April 2010.
|
(a)
|
Prior to joining MSA, Mr. Blanco served as Vice President of Manufacturing for the Electrical Sector of Eaton Corporation, a diversified power management company.
|
(b)
|
Prior to his present position, Mr. Bove was Vice President, Global Operational Excellence.
|
(c)
|
Prior to his present position, Mr. Herring was Vice President, Global Product Leadership.
|
(d)
|
Prior to her current position, Ms. McMahan served as Senior Vice President of Finance, MSA. Prior to joining MSA, Ms. McMahan served as Customer Channels Group Vice President, Finance, for Thermo Fisher Scientific, Inc., a global provider of laboratory equipment and supplies.
|
(e)
|
Prior to his present position, Dr. Muschter held the positions of Director, Research & Development, International; and Director, Research & Development, Europe.
|
(f)
|
Prior to his present position, Mr. Vartanian was Vice President, Fixed Gas and Flame Detection.
|
(g)
|
Prior to joining MSA, Mr. Weber served as Chief Information Officer of Berlin-Chemie AG, an international research-based pharmaceutical company.
|
|
Price Range of Our
Common Stock
|
Dividends
|
||||||||
|
High
|
|
Low
|
|||||||
Year ended December 31, 2013
|
|
|
|
|
||||||
First Quarter
|
$
|
51.07
|
|
|
$
|
43.04
|
|
$
|
0.28
|
|
Second Quarter
|
51.12
|
|
|
43.97
|
|
0.30
|
|
|||
Third Quarter
|
55.38
|
|
|
46.60
|
|
0.30
|
|
|||
Fourth Quarter
|
54.84
|
|
|
46.54
|
|
0.30
|
|
|||
Year ended December 31, 2014
|
|
|
|
|
||||||
First Quarter
|
$
|
57.94
|
|
|
$
|
46.50
|
|
$
|
0.30
|
|
Second Quarter
|
58.90
|
|
|
49.85
|
|
0.31
|
|
|||
Third Quarter
|
61.08
|
|
|
49.37
|
|
0.31
|
|
|||
Fourth Quarter
|
58.99
|
|
|
46.25
|
|
0.31
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased
Under the Plans or Programs
|
|||||
October 1 — October 31, 2014
|
1,858
|
|
|
$
|
54.60
|
|
|
—
|
|
|
847,402
|
|
November 1 — November 30, 2014
|
2,715
|
|
|
57.64
|
|
|
—
|
|
|
886,587
|
|
|
December 1 — December 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
917,314
|
|
|
Value at December 31,
|
||||||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
MSA Safety Incorporated
|
$
|
100.00
|
|
|
$
|
121.94
|
|
|
$
|
133.81
|
|
|
$
|
179.00
|
|
|
$
|
219.84
|
|
|
$
|
233.12
|
|
S&P 500 Index
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
||||||
Russell 2000 Index
|
100.00
|
|
|
126.81
|
|
|
121.52
|
|
|
141.42
|
|
|
196.32
|
|
|
205.93
|
|
(In thousands, except as noted)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,133,885
|
|
|
$
|
1,112,058
|
|
|
$
|
1,110,443
|
|
|
$
|
1,112,814
|
|
|
$
|
922,552
|
|
Income from continuing operations
|
87,447
|
|
|
85,858
|
|
|
87,557
|
|
|
67,518
|
|
|
35,886
|
|
|||||
Income from discontinued operations
|
1,059
|
|
|
2,389
|
|
|
3,080
|
|
|
2,334
|
|
|
2,218
|
|
|||||
Net income
|
88,506
|
|
|
88,247
|
|
|
90,637
|
|
|
69,852
|
|
|
38,104
|
|
|||||
Earnings per share attributable to MSA common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic per common share (in dollars):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
2.34
|
|
|
$
|
2.31
|
|
|
$
|
2.37
|
|
|
$
|
1.85
|
|
|
$
|
1.00
|
|
Income from discontinued operations
|
0.03
|
|
|
0.06
|
|
|
0.08
|
|
|
0.06
|
|
|
0.06
|
|
|||||
Net income
|
2.37
|
|
|
2.37
|
|
|
2.45
|
|
|
1.91
|
|
|
1.06
|
|
|||||
Diluted per common share (in dollars):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
2.30
|
|
|
$
|
2.28
|
|
|
$
|
2.34
|
|
|
$
|
1.81
|
|
|
$
|
0.99
|
|
Income from discontinued operations
|
0.03
|
|
|
0.06
|
|
|
0.08
|
|
|
0.06
|
|
|
0.06
|
|
|||||
Net income
|
2.33
|
|
|
2.34
|
|
|
2.42
|
|
|
1.87
|
|
|
1.05
|
|
|||||
Dividends paid per common share (in dollars)
|
1.23
|
|
|
1.18
|
|
|
1.38
|
|
|
1.03
|
|
|
0.99
|
|
|||||
Weighted average common shares outstanding—basic
|
37,138
|
|
|
36,868
|
|
|
36,564
|
|
|
36,221
|
|
|
35,880
|
|
|||||
Weighted average common shares outstanding—diluted
|
37,728
|
|
|
37,450
|
|
|
37,042
|
|
|
36,831
|
|
|
36,422
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,264,792
|
|
|
$
|
1,234,270
|
|
|
$
|
1,111,746
|
|
|
$
|
1,115,052
|
|
|
$
|
1,197,188
|
|
Long-term debt
|
245,000
|
|
|
260,667
|
|
|
272,333
|
|
|
334,046
|
|
|
367,094
|
|
|||||
Shareholders’ equity
|
533,809
|
|
|
566,452
|
|
|
462,955
|
|
|
433,666
|
|
|
451,368
|
|
Net Sales
(Dollars in millions)
|
2014
|
|
2013
|
|
Dollar
Increase
(Decrease)
|
|
Percent
Increase
(Decrease)
|
|||||||
North America
|
$
|
547.7
|
|
|
$
|
533.2
|
|
|
$
|
14.5
|
|
|
3
|
%
|
Europe
|
321.6
|
|
|
293.1
|
|
|
28.5
|
|
|
10
|
%
|
|||
International
|
264.5
|
|
|
285.8
|
|
|
(21.3
|
)
|
|
(7
|
)%
|
|||
Total
|
1,133.9
|
|
|
1,112.1
|
|
|
21.8
|
|
|
2
|
%
|
Net Sales
(Dollars in millions)
|
2013
|
|
2012
|
|
Dollar
Increase (Decrease)
|
|
Percent
Increase (Decrease)
|
|||||||
North America
|
$
|
533.2
|
|
|
$
|
532.2
|
|
|
$
|
1.0
|
|
|
—
|
%
|
Europe
|
293.1
|
|
|
290.4
|
|
|
2.7
|
|
|
1
|
%
|
|||
International
|
285.8
|
|
|
287.8
|
|
|
(2.0
|
)
|
|
(1
|
)%
|
|||
Total
|
1,112.1
|
|
|
1,110.4
|
|
|
1.7
|
|
|
—
|
%
|
(In millions)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Long-term debt
|
|
$
|
251.7
|
|
|
$
|
6.7
|
|
|
$
|
6.7
|
|
|
$
|
26.7
|
|
|
$
|
26.7
|
|
|
$
|
131.7
|
|
|
$
|
53.2
|
|
Operating leases
|
|
54.4
|
|
|
10.1
|
|
|
8.9
|
|
|
7.8
|
|
|
6.9
|
|
|
6.1
|
|
|
14.6
|
|
|||||||
Totals
|
|
306.1
|
|
|
16.8
|
|
|
15.6
|
|
|
34.5
|
|
|
33.6
|
|
|
137.8
|
|
|
67.8
|
|
|
Impact of Changes in Actuarial Assumptions
|
||||||||||||||||||||||
|
Change in Discount
Rate
|
|
Change in Expected
Return
|
|
Change in Market Value of Assets
|
||||||||||||||||||
(In thousands)
|
1%
|
|
(1)%
|
|
1%
|
|
(1)%
|
|
5%
|
|
(5)%
|
||||||||||||
(Decrease) increase in net benefit cost
|
$
|
(5,692
|
)
|
|
$
|
6,758
|
|
|
$
|
(4,116
|
)
|
|
$
|
4,116
|
|
|
$
|
(1,001
|
)
|
|
$
|
964
|
|
(Decrease) increase in projected benefit obligation
|
(70,914
|
)
|
|
88,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Increase (decrease) in funded status
|
70,914
|
|
|
(88,396
|
)
|
|
—
|
|
|
—
|
|
|
22,265
|
|
|
(22,265
|
)
|
|
/s/ WILLIAM M. LAMBERT
|
William M. Lambert
Chief Executive Officer
|
|
/s/ STACY P. McMAHAN
|
Stacy P. McMahan
Senior Vice President of Finance and Chief Financial Officer
|
|
Year ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
1,133,885
|
|
|
$
|
1,112,058
|
|
|
$
|
1,110,443
|
|
Other income (loss), net (Note 14)
|
2,765
|
|
|
(175
|
)
|
|
10,876
|
|
|||
|
1,136,650
|
|
|
1,111,883
|
|
|
1,121,319
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of products sold
|
618,536
|
|
|
615,213
|
|
|
620,895
|
|
|||
Selling, general and administrative
|
322,797
|
|
|
309,206
|
|
|
312,858
|
|
|||
Research and development
|
48,247
|
|
|
45,858
|
|
|
40,900
|
|
|||
Restructuring and other charges (Note 2)
|
8,515
|
|
|
5,344
|
|
|
2,787
|
|
|||
Interest expense
|
9,851
|
|
|
10,677
|
|
|
11,344
|
|
|||
Currency exchange losses, net
|
1,509
|
|
|
5,452
|
|
|
3,192
|
|
|||
|
1,009,455
|
|
|
991,750
|
|
|
991,976
|
|
|||
Income from continuing operations before income taxes
|
127,195
|
|
|
120,133
|
|
|
129,343
|
|
|||
Provision for income taxes (Note 9)
|
41,044
|
|
|
35,145
|
|
|
41,401
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations
|
86,151
|
|
|
84,988
|
|
|
87,942
|
|
|||
Income from discontinued operations (Note 19)
|
1,776
|
|
|
3,061
|
|
|
3,819
|
|
|||
Net income
|
87,927
|
|
|
88,049
|
|
|
91,761
|
|
|||
|
|
|
|
|
|
||||||
Net loss (income) attributable to noncontrolling interests
|
579
|
|
|
198
|
|
|
(1,124
|
)
|
|||
|
|
|
|
|
|
||||||
Net income attributable to MSA Safety Incorporated
|
88,506
|
|
|
88,247
|
|
|
90,637
|
|
|||
Amounts attributable to MSA Safety Incorporated common shareholders:
|
|
|
|
|
|
||||||
Income from continuing operations
|
87,447
|
|
|
85,858
|
|
|
87,557
|
|
|||
Income from discontinued operations (Note 19)
|
1,059
|
|
|
2,389
|
|
|
3,080
|
|
|||
Net income
|
88,506
|
|
|
88,247
|
|
|
90,637
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share attributable to MSA Safety Incorporated common shareholders (Note 8)
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.34
|
|
|
$
|
2.31
|
|
|
$
|
2.37
|
|
Income from discontinued operations (Note 19)
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
Net income
|
$
|
2.37
|
|
|
$
|
2.37
|
|
|
$
|
2.45
|
|
Diluted
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.30
|
|
|
$
|
2.28
|
|
|
$
|
2.34
|
|
Income from discontinued operations (Note 19)
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
Net income
|
$
|
2.33
|
|
|
$
|
2.34
|
|
|
$
|
2.42
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
87,927
|
|
|
$
|
88,049
|
|
|
$
|
91,761
|
|
Foreign currency translation adjustments
|
(40,568
|
)
|
|
(7,281
|
)
|
|
3,846
|
|
|||
Pension and post-retirement plan actuarial (losses) and gains (Note 13)
|
(48,490
|
)
|
|
54,951
|
|
|
(28,018
|
)
|
|||
Comprehensive (loss) income
|
(1,131
|
)
|
|
135,719
|
|
|
67,589
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
1,176
|
|
|
1,331
|
|
|
(840
|
)
|
|||
Comprehensive income attributable to MSA Safety Incorporated
|
45
|
|
|
137,050
|
|
|
66,749
|
|
|
December 31,
|
||||||
(In thousands, except share amounts)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
105,998
|
|
|
$
|
96,265
|
|
Trade receivables, less allowance for doubtful accounts of $7,821 and $7,306
|
211,440
|
|
|
200,364
|
|
||
Inventories (Note 3)
|
122,954
|
|
|
136,837
|
|
||
Deferred tax assets (Note 9)
|
23,830
|
|
|
22,458
|
|
||
Income taxes receivable
|
2,876
|
|
|
9,181
|
|
||
Prepaid expenses and other current assets (Note 16)
|
30,771
|
|
|
35,861
|
|
||
Total current assets
|
497,869
|
|
|
500,966
|
|
||
|
|
|
|
||||
Property, plant, and equipment (Note 4)
|
151,352
|
|
|
152,755
|
|
||
Prepaid pension cost (Note 13)
|
75,017
|
|
|
121,054
|
|
||
Deferred tax assets (Note 9)
|
20,227
|
|
|
14,996
|
|
||
Goodwill (Note 12)
|
252,520
|
|
|
260,134
|
|
||
Intangible assets (Note 12)
|
31,323
|
|
|
35,029
|
|
||
Other noncurrent assets
|
236,484
|
|
|
149,336
|
|
||
Total assets
|
1,264,792
|
|
|
1,234,270
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Notes payable and current portion of long-term debt (Note 11)
|
$
|
6,700
|
|
|
$
|
7,500
|
|
Accounts payable
|
70,210
|
|
|
66,902
|
|
||
Employees’ compensation
|
40,249
|
|
|
38,164
|
|
||
Insurance and product liability (Note 18)
|
47,456
|
|
|
14,251
|
|
||
Taxes on income (Note 9)
|
5,545
|
|
|
3,662
|
|
||
Other current liabilities
|
63,897
|
|
|
61,085
|
|
||
Total current liabilities
|
234,057
|
|
|
191,564
|
|
||
|
|
|
|
||||
Long-term debt (Note 11)
|
245,000
|
|
|
260,667
|
|
||
Pensions and other employee benefits (Note 13)
|
174,598
|
|
|
152,084
|
|
||
Deferred tax liabilities (Note 9)
|
26,306
|
|
|
49,621
|
|
||
Other noncurrent liabilities (Note 18)
|
46,198
|
|
|
7,987
|
|
||
Total liabilities
|
726,159
|
|
|
661,923
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
|
|
|
|
||||
Shareholders' Equity
|
|
|
|
||||
Preferred stock, 4
1
/
2
% cumulative, $50 par value (Note 6)
|
3,569
|
|
|
3,569
|
|
||
Common stock, no par value (Note 6)
|
148,401
|
|
|
132,055
|
|
||
Stock compensation trust (Note 6)
|
—
|
|
|
(1,585
|
)
|
||
Treasury shares, at cost (Note 6)
|
(286,557
|
)
|
|
(281,524
|
)
|
||
Accumulated other comprehensive loss
|
(166,730
|
)
|
|
(78,269
|
)
|
||
Retained earnings
|
835,126
|
|
|
792,206
|
|
||
Total shareholders’ equity
|
533,809
|
|
|
566,452
|
|
||
Noncontrolling interests
|
4,824
|
|
|
5,895
|
|
||
Total shareholders’ equity
|
538,633
|
|
|
572,347
|
|
||
Total liabilities and shareholders’ equity
|
1,264,792
|
|
|
1,234,270
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
87,927
|
|
|
$
|
88,049
|
|
|
$
|
91,761
|
|
Depreciation and amortization
|
29,921
|
|
|
30,764
|
|
|
31,702
|
|
|||
Pension expense (Note 13)
|
4,836
|
|
|
12,268
|
|
|
3,673
|
|
|||
Net gain from investing activities—asset disposals (Note 14)
|
(2,094
|
)
|
|
(436
|
)
|
|
(8,396
|
)
|
|||
Stock-based compensation (Note 10)
|
9,053
|
|
|
10,337
|
|
|
10,010
|
|
|||
Deferred income tax provision (Note 9)
|
(5,388
|
)
|
|
(3,234
|
)
|
|
213
|
|
|||
Other noncurrent assets and liabilities
|
(53,482
|
)
|
|
(18,162
|
)
|
|
(14,104
|
)
|
|||
Currency exchange losses, net
|
1,393
|
|
|
5,127
|
|
|
3,151
|
|
|||
Excess tax benefit related to stock plans (Note 6)
|
(2,573
|
)
|
|
(2,246
|
)
|
|
(2,799
|
)
|
|||
Other, net
|
(5,168
|
)
|
|
4,386
|
|
|
1,103
|
|
|||
|
|
|
|
|
|
||||||
Operating cash flow before changes in certain working capital items
|
64,425
|
|
|
126,853
|
|
|
116,314
|
|
|||
(Increase) decrease in trade receivables
|
(23,480
|
)
|
|
(13,171
|
)
|
|
2,346
|
|
|||
(Increase) decrease in inventories (Note 3)
|
(600
|
)
|
|
(6,296
|
)
|
|
2,677
|
|
|||
Increase in accounts payable and accrued liabilities
|
56,988
|
|
|
10,732
|
|
|
17,776
|
|
|||
Decrease (increase) in income taxes receivable, prepaid expenses and other current assets
|
9,698
|
|
|
(7,337
|
)
|
|
11,363
|
|
|||
Decrease (increase) in certain working capital items
|
42,606
|
|
|
(16,072
|
)
|
|
34,162
|
|
|||
Cash Flow From Operating Activities
|
107,031
|
|
|
110,781
|
|
|
150,476
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(33,583
|
)
|
|
(36,517
|
)
|
|
(32,209
|
)
|
|||
Property disposals
|
3,385
|
|
|
1,360
|
|
|
20,193
|
|
|||
Other investing
|
(500
|
)
|
|
—
|
|
|
(5,269
|
)
|
|||
Cash Flow From Investing Activities
|
(30,698
|
)
|
|
(35,157
|
)
|
|
(17,285
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
(Payments on) proceeds from short-term debt, net (Note 11)
|
(796
|
)
|
|
662
|
|
|
(128
|
)
|
|||
Payments on long-term debt (Note 11)
|
(421,667
|
)
|
|
(306,766
|
)
|
|
(246,500
|
)
|
|||
Proceeds from long-term debt (Note 11)
|
406,000
|
|
|
295,100
|
|
|
183,500
|
|
|||
Restricted cash
|
86
|
|
|
(2,790
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(45,586
|
)
|
|
(43,994
|
)
|
|
(50,990
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(556
|
)
|
|
—
|
|
|||
Company stock purchases (Note 6)
|
(5,654
|
)
|
|
(11,785
|
)
|
|
(3,508
|
)
|
|||
Exercise of stock options (Note 6)
|
6,926
|
|
|
9,643
|
|
|
4,306
|
|
|||
Excess tax benefit related to stock plans (Note 6)
|
2,573
|
|
|
2,246
|
|
|
2,799
|
|
|||
Cash Flow From Financing Activities
|
(58,118
|
)
|
|
(58,240
|
)
|
|
(110,521
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(8,482
|
)
|
|
(3,837
|
)
|
|
110
|
|
|||
Increase in cash and cash equivalents
|
9,733
|
|
|
13,547
|
|
|
22,780
|
|
|||
Beginning cash and cash equivalents
|
96,265
|
|
|
82,718
|
|
|
59,938
|
|
|||
Ending cash and cash equivalents
|
105,998
|
|
|
96,265
|
|
|
82,718
|
|
|||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest payments
|
$
|
9,663
|
|
|
$
|
10,884
|
|
|
$
|
10,772
|
|
Income tax payments
|
31,679
|
|
|
36,242
|
|
|
29,807
|
|
(In thousands)
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss)
|
||||
Balances January 1, 2012
|
$
|
708,306
|
|
|
$
|
(103,184
|
)
|
Net income
|
91,761
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
—
|
|
|
3,846
|
|
||
Pension and post-retirement plan adjustments, net of tax of $11,364
|
—
|
|
|
(28,018
|
)
|
||
(Income) loss attributable to noncontrolling interests
|
(1,124
|
)
|
|
284
|
|
||
Common dividends
|
(50,948
|
)
|
|
—
|
|
||
Preferred dividends
|
(42
|
)
|
|
—
|
|
||
Balances December 31, 2012
|
747,953
|
|
|
(127,072
|
)
|
||
Net income
|
88,049
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
—
|
|
|
(7,281
|
)
|
||
Pension and post-retirement plan adjustments, net of tax of $30,849
|
—
|
|
|
54,951
|
|
||
Loss attributable to noncontrolling interests
|
198
|
|
|
1,133
|
|
||
Common dividends
|
(43,952
|
)
|
|
—
|
|
||
Preferred dividends
|
(42
|
)
|
|
—
|
|
||
Balances December 31, 2013
|
792,206
|
|
|
(78,269
|
)
|
||
Net income
|
87,927
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
—
|
|
|
(40,568
|
)
|
||
Pension and post-retirement plan adjustments, net of tax of $26,840
|
—
|
|
|
(48,490
|
)
|
||
Loss attributable to noncontrolling interests
|
579
|
|
|
597
|
|
||
Common dividends
|
(45,544
|
)
|
|
—
|
|
||
Preferred dividends
|
(42
|
)
|
|
—
|
|
||
Balances December 31, 2014
|
835,126
|
|
|
(166,730
|
)
|
(in millions)
|
North America
|
|
Europe
|
|
International
|
|
Total
|
||||||||
Reserve balances at January 1, 2012
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
Restructuring charges
|
1.5
|
|
|
1.1
|
|
|
0.2
|
|
|
2.8
|
|
||||
Cash payments
|
(1.2
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
(4.1
|
)
|
||||
Reserve balances at December 31, 2012
|
$
|
0.3
|
|
|
$
|
2.5
|
|
|
$
|
0.2
|
|
|
$
|
3.0
|
|
Restructuring charges
|
—
|
|
|
3.0
|
|
|
2.3
|
|
|
5.3
|
|
||||
Cash payments
|
(0.3
|
)
|
|
(3.8
|
)
|
|
(2.5
|
)
|
|
(6.6
|
)
|
||||
Reserve balances at December 31, 2013
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Restructuring charges
|
—
|
|
|
4.8
|
|
|
3.7
|
|
|
8.5
|
|
||||
Asset disposals
|
—
|
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
(2.1
|
)
|
||||
Cash payments
|
—
|
|
|
(3.5
|
)
|
|
(1.8
|
)
|
|
(5.3
|
)
|
||||
Reserve balances at December 31, 2014
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
0.2
|
|
|
$
|
2.8
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Finished products
|
$
|
67,713
|
|
|
$
|
74,466
|
|
Work in process
|
8,942
|
|
|
8,108
|
|
||
Raw materials and supplies
|
46,299
|
|
|
54,263
|
|
||
Total inventories
|
122,954
|
|
|
136,837
|
|
||
Excess of FIFO costs over LIFO costs
|
44,468
|
|
|
44,670
|
|
||
Total FIFO inventories
|
167,422
|
|
|
181,507
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Land
|
$
|
3,573
|
|
|
$
|
3,835
|
|
Buildings
|
110,144
|
|
|
110,534
|
|
||
Machinery and equipment
|
335,318
|
|
|
349,667
|
|
||
Construction in progress
|
17,327
|
|
|
16,364
|
|
||
Total
|
466,362
|
|
|
480,400
|
|
||
Less accumulated depreciation
|
(315,010
|
)
|
|
(327,645
|
)
|
||
Net property
|
151,352
|
|
|
152,755
|
|
|
|
MSA Safety Incorporated
|
|
Noncontrolling Interests
|
||||||||||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Pension and other post-retirement benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
(77,080
|
)
|
|
$
|
(132,031
|
)
|
|
$
|
(104,013
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net actuarial (losses) gains
|
|
(84,495
|
)
|
|
72,008
|
|
|
(45,793
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrecognized prior service credit
|
|
302
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit (expense)
|
|
29,832
|
|
|
(25,783
|
)
|
|
13,833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other comprehensive (loss) income before reclassifications, net of tax
|
|
(54,361
|
)
|
|
46,464
|
|
|
(31,960
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
|
(251
|
)
|
|
(322
|
)
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial losses
|
|
9,114
|
|
|
13,875
|
|
|
6,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax benefit
|
|
(2,992
|
)
|
|
(5,066
|
)
|
|
(2,469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amount reclassified from accumulated other comprehensive loss, net of tax
|
|
5,871
|
|
|
8,487
|
|
|
3,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other comprehensive (loss) income
|
|
(48,490
|
)
|
|
54,951
|
|
|
(28,018
|
)
|
|
|
|
|
|
|
|||||||||
Balance at end of period
|
|
$
|
(125,570
|
)
|
|
$
|
(77,080
|
)
|
|
$
|
(132,031
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
(1,189
|
)
|
|
$
|
4,959
|
|
|
$
|
829
|
|
|
$
|
(1,602
|
)
|
|
$
|
(469
|
)
|
|
$
|
(185
|
)
|
Foreign currency translation adjustments
|
|
(39,971
|
)
|
|
(6,148
|
)
|
|
4,130
|
|
|
(597
|
)
|
|
(1,133
|
)
|
|
(284
|
)
|
||||||
Balance at end of period
|
|
$
|
(41,160
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
4,959
|
|
|
$
|
(2,199
|
)
|
|
$
|
(1,602
|
)
|
|
$
|
(469
|
)
|
|
Shares
|
|
Dollars
|
|||||||||||||||||
(Dollars in thousands)
|
Issued
|
|
Stock
Compensation
Trust
|
|
Treasury
|
|
Common
Stock
|
|
Stock
Compensation
Trust
|
|
Treasury
Cost
|
|||||||||
Balances January 1, 2012
|
62,081,391
|
|
|
(1,162,784
|
)
|
|
(24,226,017
|
)
|
|
$
|
97,276
|
|
|
$
|
(6,070
|
)
|
|
$
|
(264,479
|
)
|
Restricted stock awards
|
—
|
|
|
136,295
|
|
|
—
|
|
|
(711
|
)
|
|
711
|
|
|
—
|
|
|||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,891
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock forfeitures
|
—
|
|
|
—
|
|
|
(10,815
|
)
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|||
Stock options exercised
|
—
|
|
|
223,022
|
|
|
—
|
|
|
3,141
|
|
|
1,165
|
|
|
—
|
|
|||
Stock option expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,435
|
|
|
—
|
|
|
—
|
|
|||
Performance stock issued
|
—
|
|
|
58,037
|
|
|
—
|
|
|
(303
|
)
|
|
303
|
|
|
—
|
|
|||
Performance stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,831
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit related to stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2,799
|
|
|
—
|
|
|
—
|
|
|||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
(91,330
|
)
|
|
—
|
|
|
—
|
|
|
(3,508
|
)
|
|||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|||
Balances December 31, 2012
|
62,081,391
|
|
|
(745,430
|
)
|
|
(24,328,162
|
)
|
|
112,135
|
|
|
(3,891
|
)
|
|
(267,987
|
)
|
|||
Restricted stock awards
|
—
|
|
|
96,686
|
|
|
—
|
|
|
(505
|
)
|
|
505
|
|
|
—
|
|
|||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,244
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock forfeitures
|
—
|
|
|
—
|
|
|
(7,365
|
)
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|||
Stock options exercised
|
—
|
|
|
277,687
|
|
|
—
|
|
|
8,194
|
|
|
1,449
|
|
|
—
|
|
|||
Stock option expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,825
|
|
|
—
|
|
|
—
|
|
|||
Performance stock issued
|
—
|
|
|
67,389
|
|
|
—
|
|
|
(352
|
)
|
|
352
|
|
|
—
|
|
|||
Performance stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
3,383
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit related to stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
(240,097
|
)
|
|
—
|
|
|
—
|
|
|
(11,785
|
)
|
|||
Balances December 31, 2013
|
62,081,391
|
|
|
(303,668
|
)
|
|
(24,575,624
|
)
|
|
132,055
|
|
|
(1,585
|
)
|
|
(279,772
|
)
|
|||
Restricted stock awards
|
—
|
|
|
72,291
|
|
|
13,936
|
|
|
(538
|
)
|
|
377
|
|
|
161
|
|
|||
Restricted stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,372
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock forfeitures
|
—
|
|
|
—
|
|
|
(4,078
|
)
|
|
(346
|
)
|
|
—
|
|
|
—
|
|
|||
Stock options exercised
|
—
|
|
|
150,962
|
|
|
39,781
|
|
|
5,678
|
|
|
788
|
|
|
460
|
|
|||
Stock option expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,355
|
|
|
—
|
|
|
—
|
|
|||
Performance stock issued
|
—
|
|
|
80,415
|
|
|
|
|
|
(420
|
)
|
|
420
|
|
|
—
|
|
|||
Performance stock expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,705
|
|
|
—
|
|
|
—
|
|
|||
Performance stock forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit related to stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
|
—
|
|
|||
Treasury shares purchased
|
—
|
|
|
—
|
|
|
(107,096
|
)
|
|
—
|
|
|
—
|
|
|
(5,654
|
)
|
|||
Balances December 31, 2014
|
62,081,391
|
|
|
—
|
|
|
(24,633,081
|
)
|
|
148,401
|
|
|
—
|
|
|
(284,805
|
)
|
(In thousands)
|
North America
|
|
Europe
|
|
International
|
|
Reconciling Items
|
|
Consolidated Totals
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales to external customers
|
$
|
547,739
|
|
|
$
|
321,618
|
|
|
$
|
264,528
|
|
|
$
|
—
|
|
|
$
|
1,133,885
|
|
Intercompany sales
|
116,795
|
|
|
113,914
|
|
|
18,449
|
|
|
(249,158
|
)
|
|
—
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
73,874
|
|
|
22,187
|
|
|
15,234
|
|
|
(23,848
|
)
|
|
87,447
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
1,059
|
|
|
—
|
|
|
1,059
|
|
|||||
Total assets
|
996,116
|
|
|
390,328
|
|
|
220,004
|
|
|
(341,656
|
)
|
|
1,264,792
|
|
|||||
Interest income
|
995
|
|
|
111
|
|
|
711
|
|
|
5
|
|
|
1,822
|
|
|||||
Interest expense
|
30
|
|
|
104
|
|
|
16
|
|
|
9,701
|
|
|
9,851
|
|
|||||
Noncash items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
18,635
|
|
|
6,357
|
|
|
4,929
|
|
|
—
|
|
|
29,921
|
|
|||||
Pension income (expense)
|
1,977
|
|
|
(6,234
|
)
|
|
(579
|
)
|
|
—
|
|
|
(4,836
|
)
|
|||||
Income tax provision
|
38,911
|
|
|
9,195
|
|
|
6,529
|
|
|
(13,591
|
)
|
|
41,044
|
|
|||||
Capital expenditures
|
18,377
|
|
|
10,859
|
|
|
4,347
|
|
|
—
|
|
|
33,583
|
|
|||||
Net property
|
86,718
|
|
|
32,892
|
|
|
31,741
|
|
|
1
|
|
|
151,352
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales to external customers
|
533,161
|
|
|
293,092
|
|
|
285,805
|
|
|
—
|
|
|
1,112,058
|
|
|||||
Intercompany sales
|
120,952
|
|
|
98,491
|
|
|
22,136
|
|
|
(241,579
|
)
|
|
—
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
62,835
|
|
|
20,204
|
|
|
27,206
|
|
|
(24,387
|
)
|
|
85,858
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
2,389
|
|
|
—
|
|
|
2,389
|
|
|||||
Total assets
|
828,413
|
|
|
394,463
|
|
|
209,578
|
|
|
(198,184
|
)
|
|
1,234,270
|
|
|||||
Interest income
|
243
|
|
|
90
|
|
|
809
|
|
|
—
|
|
|
1,142
|
|
|||||
Interest expense
|
52
|
|
|
175
|
|
|
2
|
|
|
10,448
|
|
|
10,677
|
|
|||||
Noncash items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
19,639
|
|
|
5,357
|
|
|
5,768
|
|
|
—
|
|
|
30,764
|
|
|||||
Pension expense
|
(4,765
|
)
|
|
(6,328
|
)
|
|
(1,268
|
)
|
|
—
|
|
|
(12,361
|
)
|
|||||
Income tax provision
|
31,654
|
|
|
6,735
|
|
|
9,069
|
|
|
(12,313
|
)
|
|
35,145
|
|
|||||
Capital expenditures
|
17,887
|
|
|
11,833
|
|
|
6,797
|
|
|
—
|
|
|
36,517
|
|
|||||
Net property
|
84,104
|
|
|
33,162
|
|
|
35,488
|
|
|
1
|
|
|
152,755
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales to external customers
|
532,213
|
|
|
290,382
|
|
|
287,848
|
|
|
—
|
|
|
1,110,443
|
|
|||||
Intercompany sales
|
112,964
|
|
|
98,096
|
|
|
20,031
|
|
|
(231,091
|
)
|
|
—
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
58,376
|
|
|
21,553
|
|
|
24,819
|
|
|
(17,191
|
)
|
|
87,557
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
3,080
|
|
|
—
|
|
|
3,080
|
|
|||||
Total assets
|
718,545
|
|
|
352,601
|
|
|
209,979
|
|
|
(169,379
|
)
|
|
1,111,746
|
|
|||||
Interest income
|
364
|
|
|
147
|
|
|
886
|
|
|
14
|
|
|
1,411
|
|
|||||
Interest expense
|
106
|
|
|
350
|
|
|
78
|
|
|
10,810
|
|
|
11,344
|
|
|||||
Noncash items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
21,382
|
|
|
5,354
|
|
|
4,966
|
|
|
—
|
|
|
31,702
|
|
|||||
Pension income (expense)
|
2,138
|
|
|
(4,700
|
)
|
|
(1,111
|
)
|
|
—
|
|
|
(3,673
|
)
|
|||||
Income tax provision
|
35,537
|
|
|
7,771
|
|
|
10,450
|
|
|
(12,357
|
)
|
|
41,401
|
|
|||||
Capital expenditures
|
20,119
|
|
|
5,106
|
|
|
6,984
|
|
|
—
|
|
|
32,209
|
|
|||||
Net property
|
84,923
|
|
|
25,460
|
|
|
37,081
|
|
|
1
|
|
|
147,465
|
|
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
530,845
|
|
|
$
|
528,178
|
|
|
$
|
527,550
|
|
Germany
|
74,677
|
|
|
71,139
|
|
|
74,557
|
|
|||
Other
|
528,363
|
|
|
512,741
|
|
|
508,336
|
|
|||
Total
|
1,133,885
|
|
|
1,112,058
|
|
|
1,110,443
|
|
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
85,247
|
|
|
$
|
82,274
|
|
|
$
|
82,820
|
|
Germany
|
17,654
|
|
|
16,882
|
|
|
8,781
|
|
|||
China
|
15,128
|
|
|
16,010
|
|
|
14,780
|
|
|||
Other
|
33,323
|
|
|
37,589
|
|
|
41,084
|
|
|||
Total
|
151,352
|
|
|
152,755
|
|
|
147,465
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Fixed Gas and Flame Detection
|
23
|
%
|
|
22
|
%
|
|
20
|
%
|
Breathing Apparatus
|
19
|
%
|
|
21
|
%
|
|
20
|
%
|
Portable Gas Detection
|
15
|
%
|
|
14
|
%
|
|
13
|
%
|
Head Protection
|
13
|
%
|
|
13
|
%
|
|
11
|
%
|
Fall Protection
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Other
|
26
|
%
|
|
26
|
%
|
|
32
|
%
|
(In thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to continuing operations
|
$
|
87,447
|
|
|
$
|
85,858
|
|
|
$
|
87,557
|
|
Preferred stock dividends
|
(41
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|||
Income from continuing operations available to common equity
|
87,406
|
|
|
85,817
|
|
|
87,516
|
|
|||
Dividends and undistributed earnings allocated to participating securities
|
(546
|
)
|
|
(643
|
)
|
|
(836
|
)
|
|||
Income from continuing operations available to common shareholders
|
86,860
|
|
|
85,174
|
|
|
86,680
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to discontinued operations
|
$
|
1,059
|
|
|
$
|
2,389
|
|
|
$
|
3,080
|
|
Preferred stock dividends
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Income from discontinued operations available to common equity
|
1,058
|
|
|
2,388
|
|
|
3,079
|
|
|||
Dividends and undistributed earnings allocated to participating securities
|
(7
|
)
|
|
(18
|
)
|
|
(29
|
)
|
|||
Income from discontinued operations available to common shareholders
|
1,051
|
|
|
2,370
|
|
|
3,050
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
37,138
|
|
|
36,868
|
|
|
36,564
|
|
|||
Stock options and other stock compensation
|
590
|
|
|
582
|
|
|
478
|
|
|||
Diluted weighted-average shares outstanding
|
37,728
|
|
|
37,450
|
|
|
37,042
|
|
|||
Antidilutive stock options
|
—
|
|
|
15
|
|
|
744
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share attributable to continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$2.34
|
|
$2.31
|
|
$2.37
|
||||||
Diluted
|
$2.30
|
|
$2.28
|
|
$2.34
|
||||||
|
|
|
|
|
|
||||||
Earnings per share attributable to discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$0.03
|
|
$0.06
|
|
$0.08
|
||||||
Diluted
|
$0.03
|
|
$0.06
|
|
$0.08
|
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Components of income before income taxes*
|
|
|
|
|
|
||||||
U.S. income
|
$
|
58,209
|
|
|
$
|
48,621
|
|
|
$
|
67,043
|
|
Non-U.S. income
|
68,986
|
|
|
71,512
|
|
|
62,300
|
|
|||
Income before income taxes
|
127,195
|
|
|
120,133
|
|
|
129,343
|
|
|||
Provision for income taxes*
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
23,659
|
|
|
$
|
18,656
|
|
|
$
|
18,774
|
|
State
|
1,349
|
|
|
1,492
|
|
|
2,556
|
|
|||
Non-U.S.
|
21,101
|
|
|
18,453
|
|
|
19,438
|
|
|||
Total current provision
|
46,109
|
|
|
38,601
|
|
|
40,768
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(3,650
|
)
|
|
(3,582
|
)
|
|
(518
|
)
|
|||
State
|
317
|
|
|
(483
|
)
|
|
(125
|
)
|
|||
Non-U.S.
|
(1,732
|
)
|
|
609
|
|
|
1,276
|
|
|||
Total deferred provision
|
(5,065
|
)
|
|
(3,456
|
)
|
|
633
|
|
|||
Provision for income taxes
|
41,044
|
|
|
35,145
|
|
|
41,401
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes—U.S.
|
0.8
|
|
|
0.6
|
|
|
1.2
|
|
Taxes on non-U.S. income
|
(2.2
|
)
|
|
(4.5
|
)
|
|
(1.0
|
)
|
Research and development credit
|
(0.7
|
)
|
|
(1.5
|
)
|
|
—
|
|
Manufacturing deduction credit
|
(1.0
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
Valuation allowances
|
(0.6
|
)
|
|
0.5
|
|
|
(0.2
|
)
|
Other
|
1.0
|
|
|
0.3
|
|
|
(1.0
|
)
|
Effective income tax rate
|
32.3
|
%
|
|
29.3
|
%
|
|
32.0
|
%
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
|
|
||||
Book expenses capitalized for tax
|
$
|
6,336
|
|
|
$
|
7,204
|
|
Post-retirement benefits
|
23,335
|
|
|
18,027
|
|
||
Inventory reserves
|
3,147
|
|
|
5,550
|
|
||
Vacation allowances
|
932
|
|
|
1,036
|
|
||
Net operating losses and tax credit carryforwards
|
7,479
|
|
|
6,711
|
|
||
Post employment benefits
|
2,382
|
|
|
757
|
|
||
Foreign tax credit carryforwards
|
11,231
|
|
|
2,227
|
|
||
Stock options
|
10,157
|
|
|
10,185
|
|
||
Liability insurance
|
3,918
|
|
|
3,686
|
|
||
Basis of capital assets
|
1,009
|
|
|
891
|
|
||
Warranties
|
3,210
|
|
|
3,049
|
|
||
Reserve for doubtful accounts
|
1,948
|
|
|
1,569
|
|
||
Accrued payroll
|
4,319
|
|
|
2,475
|
|
||
Other
|
5,801
|
|
|
6,838
|
|
||
Total deferred tax assets
|
85,204
|
|
|
70,205
|
|
||
Valuation allowances
|
(3,763
|
)
|
|
(4,938
|
)
|
||
Net deferred tax assets
|
81,441
|
|
|
65,267
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(9,269
|
)
|
|
(8,935
|
)
|
||
Pension
|
(22,195
|
)
|
|
(40,833
|
)
|
||
Intangibles
|
(30,180
|
)
|
|
(25,212
|
)
|
||
Other
|
(2,045
|
)
|
|
(2,455
|
)
|
||
Total deferred tax liabilities
|
(63,689
|
)
|
|
(77,435
|
)
|
||
Net deferred taxes
|
17,752
|
|
|
(12,168
|
)
|
(In thousands)
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
5,888
|
|
|
$
|
9,520
|
|
Adjustments for tax positions related to the current year
|
4,072
|
|
|
(3,628
|
)
|
||
Adjustments for tax positions related to prior years
|
3
|
|
|
97
|
|
||
Statute expiration
|
(106
|
)
|
|
(101
|
)
|
||
Ending balance
|
9,857
|
|
|
5,888
|
|
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Restricted stock
|
$
|
4,026
|
|
|
$
|
4,129
|
|
|
$
|
4,744
|
|
Stock options
|
2,355
|
|
|
2,825
|
|
|
2,435
|
|
|||
Performance stock
|
2,672
|
|
|
3,383
|
|
|
2,831
|
|
|||
Total compensation expense before income taxes
|
9,053
|
|
|
10,337
|
|
|
10,010
|
|
|||
Income tax benefit
|
3,293
|
|
|
3,810
|
|
|
3,700
|
|
|||
Total compensation expense, net of income tax benefit
|
5,760
|
|
|
6,527
|
|
|
6,310
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Fair value per option
|
$
|
17.26
|
|
|
$
|
14.17
|
|
|
$
|
10.77
|
|
Risk-free interest rate
|
2.1
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
|||
Expected dividend yield
|
2.4
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
|||
Expected volatility
|
41
|
%
|
|
39
|
%
|
|
41
|
%
|
|||
Expected life (years)
|
6.6
|
|
|
6.1
|
|
|
6.1
|
|
|
Stock Options Outstanding
|
|||||||
Range of Exercise Prices
|
Shares
|
|
Weighted-Average
|
|||||
Exercise Price
|
|
Remaining Life
|
||||||
$17.83 – $29.33
|
541,669
|
|
|
$
|
21.71
|
|
|
4.6 years
|
$33.55 – $40.88
|
507,688
|
|
|
37.14
|
|
|
4.7
|
|
$41.26 – $51.69
|
569,204
|
|
|
47.83
|
|
|
6.1
|
|
$17.83 – $51.69
|
1,618,561
|
|
|
35.74
|
|
|
5.2
|
|
Stock Options Exercisable
|
|||||||
Range of Exercise Prices
|
Shares
|
|
Weighted-Average
|
|||||
Exercise Price
|
|
Remaining Life
|
||||||
$17.83 – $29.33
|
541,669
|
|
|
$
|
21.71
|
|
|
4.6 years
|
$33.55 – $40.88
|
360,801
|
|
|
37.33
|
|
|
3.7
|
|
$41.26 – $48.95
|
245,242
|
|
|
45.17
|
|
|
3.0
|
|
$17.83 – $48.95
|
1,147,712
|
|
|
31.63
|
|
|
4.0
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Unvested at January 1, 2012
|
512,254
|
|
|
$
|
25.66
|
|
Granted
|
130,985
|
|
|
37.61
|
|
|
Vested
|
(209,897
|
)
|
|
20.44
|
|
|
Forfeited
|
(15,499
|
)
|
|
28.37
|
|
|
Unvested at December 31, 2012
|
417,843
|
|
|
31.92
|
|
|
Granted
|
92,448
|
|
|
48.98
|
|
|
Vested
|
(197,465
|
)
|
|
27.42
|
|
|
Forfeited
|
(9,407
|
)
|
|
40.23
|
|
|
Unvested at December 31, 2013
|
303,419
|
|
|
39.79
|
|
|
Granted
|
83,543
|
|
|
51.91
|
|
|
Vested
|
(108,245
|
)
|
|
34.94
|
|
|
Forfeited
|
(9,974
|
)
|
|
44.42
|
|
|
Unvested at December 31, 2014
|
268,743
|
|
|
45.34
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Industrial development debt issues payable through 2022, 0.30%
|
$
|
—
|
|
|
$
|
4,000
|
|
2006 Senior notes payable through 2021, 5.41%
|
46,667
|
|
|
53,334
|
|
||
2010 Senior notes payable through 2021, 4.00%
|
100,000
|
|
|
100,000
|
|
||
Senior revolving credit facility maturing in 2019
|
105,000
|
|
|
110,000
|
|
||
Total
|
251,667
|
|
|
267,334
|
|
||
Amounts due within one year
|
6,667
|
|
|
6,667
|
|
||
Long-term debt
|
245,000
|
|
|
260,667
|
|
(In thousands)
|
2014
|
|
2013
|
||||
Net balance at January 1
|
$
|
260,134
|
|
|
$
|
258,400
|
|
Currency translation
|
(7,614
|
)
|
|
1,734
|
|
||
Net balance at December 31
|
252,520
|
|
|
260,134
|
|
(In thousands)
|
2014
|
|
2013
|
||||
Net balance at January 1
|
$
|
35,029
|
|
|
$
|
38,648
|
|
Additions
|
500
|
|
|
—
|
|
||
Amortization expense
|
(2,979
|
)
|
|
(3,708
|
)
|
||
Currency translation
|
(1,227
|
)
|
|
89
|
|
||
Net balance at December 31
|
31,323
|
|
|
35,029
|
|
(In thousands)
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||||||||||||||
Intangible Assets:
|
Life
|
Gross Carrying Amount
|
|
Accumulated Amortization and Reserves
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization and Reserves
|
|
Net Carrying Amount
|
|||||||||||
Distribution agreements
|
10-20 years
|
$
|
27.5
|
|
|
$
|
(6.5
|
)
|
|
$
|
21.0
|
|
|
27.6
|
|
|
$
|
(5.5
|
)
|
|
$
|
22.1
|
|
Patents, trademarks and copyrights
|
5-20 years
|
13.5
|
|
|
(8.6
|
)
|
|
4.9
|
|
|
14.3
|
|
|
(8.8
|
)
|
|
5.5
|
|
|||||
Technology related assets
|
7-10 years
|
11.5
|
|
|
(6.6
|
)
|
|
4.9
|
|
|
11.0
|
|
|
(4.7
|
)
|
|
6.3
|
|
|||||
License agreements
|
10 years
|
6.8
|
|
|
(6.7
|
)
|
|
0.1
|
|
|
7.1
|
|
|
(7.0
|
)
|
|
0.1
|
|
|||||
Other
|
5-20 years
|
7.0
|
|
|
(6.6
|
)
|
|
0.4
|
|
|
7.0
|
|
|
(6.0
|
)
|
|
1.0
|
|
|||||
|
|
66.3
|
|
|
(35.0
|
)
|
|
31.3
|
|
|
67.0
|
|
|
(32.0
|
)
|
|
35.0
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in Benefit Obligations
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
$
|
440,359
|
|
|
$
|
463,806
|
|
|
$
|
26,732
|
|
|
$
|
30,551
|
|
Service cost
|
9,425
|
|
|
11,132
|
|
|
538
|
|
|
687
|
|
||||
Interest cost
|
19,340
|
|
|
17,934
|
|
|
1,107
|
|
|
1,050
|
|
||||
Participant contributions
|
130
|
|
|
136
|
|
|
259
|
|
|
144
|
|
||||
Plan amendments
|
(302
|
)
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
88,069
|
|
|
(34,248
|
)
|
|
(200
|
)
|
|
(4,107
|
)
|
||||
Benefits paid
|
(19,193
|
)
|
|
(19,232
|
)
|
|
(1,585
|
)
|
|
(1,593
|
)
|
||||
Settlements
|
(717
|
)
|
|
(1,474
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation
|
(17,917
|
)
|
|
2,544
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligations at December 31
|
519,194
|
|
|
440,359
|
|
|
26,851
|
|
|
26,732
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
434,569
|
|
|
384,452
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
30,209
|
|
|
67,391
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
4,077
|
|
|
4,053
|
|
|
1,326
|
|
|
1,449
|
|
||||
Participant contributions
|
130
|
|
|
136
|
|
|
259
|
|
|
144
|
|
||||
Settlements
|
(717
|
)
|
|
(1,474
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(16,507
|
)
|
|
(16,316
|
)
|
|
(1,585
|
)
|
|
(1,593
|
)
|
||||
Reimbursement of German benefits
|
(2,686
|
)
|
|
(2,916
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation
|
(3,776
|
)
|
|
(757
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
445,299
|
|
|
434,569
|
|
|
—
|
|
|
—
|
|
||||
Funded Status
|
|
|
|
|
|
|
|
||||||||
Funded status at December 31
|
(73,895
|
)
|
|
(5,790
|
)
|
|
(26,851
|
)
|
|
(26,732
|
)
|
||||
Unrecognized transition losses
|
16
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Unrecognized prior service cost (credit)
|
10
|
|
|
374
|
|
|
(1,858
|
)
|
|
(2,193
|
)
|
||||
Unrecognized net actuarial losses
|
192,692
|
|
|
116,945
|
|
|
6,450
|
|
|
6,832
|
|
||||
Net amount recognized
|
118,823
|
|
|
111,550
|
|
|
(22,259
|
)
|
|
(22,093
|
)
|
||||
Amounts Recognized in the Balance Sheet
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
75,017
|
|
|
121,054
|
|
|
—
|
|
|
—
|
|
||||
Current liabilities
|
(5,380
|
)
|
|
(5,518
|
)
|
|
(1,457
|
)
|
|
(1,695
|
)
|
||||
Noncurrent liabilities
|
(143,532
|
)
|
|
(121,326
|
)
|
|
(25,394
|
)
|
|
(25,037
|
)
|
||||
Net amount recognized
|
(73,895
|
)
|
|
(5,790
|
)
|
|
(26,851
|
)
|
|
(26,732
|
)
|
||||
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||||
Net actuarial losses
|
192,692
|
|
|
116,945
|
|
|
6,450
|
|
|
6,832
|
|
||||
Prior service cost (credit)
|
10
|
|
|
374
|
|
|
(1,858
|
)
|
|
(2,193
|
)
|
||||
Unrecognized net initial obligation
|
16
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Total (before tax effects)
|
192,718
|
|
|
117,340
|
|
|
4,592
|
|
|
4,639
|
|
||||
Accumulated Benefit Obligations for all Defined Benefit Plans
|
479,764
|
|
|
403,682
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
9,425
|
|
|
$
|
11,132
|
|
|
$
|
9,511
|
|
|
$
|
538
|
|
|
$
|
687
|
|
|
$
|
694
|
|
Interest cost
|
19,340
|
|
|
17,934
|
|
|
19,018
|
|
|
1,107
|
|
|
1,050
|
|
|
1,265
|
|
||||||
Expected return on plan assets
|
(32,944
|
)
|
|
(30,884
|
)
|
|
(32,328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of transition amounts
|
2
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
84
|
|
|
102
|
|
|
101
|
|
|
(335
|
)
|
|
(424
|
)
|
|
(454
|
)
|
||||||
Recognized net actuarial losses
|
8,639
|
|
|
13,323
|
|
|
6,235
|
|
|
182
|
|
|
552
|
|
|
529
|
|
||||||
Settlement loss
|
290
|
|
|
658
|
|
|
747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Termination benefits
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
4,836
|
|
|
12,268
|
|
|
3,673
|
|
|
1,492
|
|
|
1,865
|
|
|
2,034
|
|
(In thousands)
|
Pension Benefits
|
|
Other Benefits
|
||||
Loss recognition
|
$
|
15,937
|
|
|
$
|
320
|
|
Prior service cost (credit) recognition
|
66
|
|
|
(335
|
)
|
||
Transition obligation recognition
|
2
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
||||
Average discount rate
|
3.63
|
%
|
|
4.54
|
%
|
|
3.85
|
%
|
|
4.62
|
%
|
Rate of compensation increase
|
3.03
|
%
|
|
3.06
|
%
|
|
—
|
|
|
—
|
|
Assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
||||
Average discount rate
|
4.54
|
%
|
|
3.96
|
%
|
|
4.62
|
%
|
|
3.75
|
%
|
Expected return on plan assets
|
8.20
|
%
|
|
8.15
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
3.06
|
%
|
|
3.81
|
%
|
|
—
|
|
|
—
|
|
|
Pension Plan Assets at
December 31,
|
||||
|
2014
|
|
2013
|
||
Equity securities
|
65
|
%
|
|
71
|
%
|
Fixed income securities
|
26
|
|
|
19
|
|
Pooled investment funds
|
5
|
|
|
5
|
|
Insurance contracts
|
3
|
|
|
3
|
|
Cash and cash equivalents
|
1
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
December 31, 2014
|
||||||||||||||
(In thousands)
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair
Value
|
||||||||
Equity securities
|
$
|
233,156
|
|
|
$
|
54,614
|
|
|
$
|
248
|
|
|
$
|
288,018
|
|
Fixed income securities
|
41,447
|
|
|
72,412
|
|
|
505
|
|
|
114,364
|
|
||||
Pooled investment funds
|
—
|
|
|
22,623
|
|
|
—
|
|
|
22,623
|
|
||||
Insurance contracts
|
—
|
|
|
—
|
|
|
15,069
|
|
|
15,069
|
|
||||
Cash and cash equivalents
|
5,225
|
|
|
—
|
|
|
—
|
|
|
5,225
|
|
||||
Total
|
279,828
|
|
|
149,649
|
|
|
15,822
|
|
|
445,299
|
|
|
December 31, 2013
|
||||||||||||||
(In thousands)
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair
Value
|
||||||||
Equity securities
|
$
|
307,486
|
|
|
$
|
—
|
|
|
$
|
428
|
|
|
$
|
307,914
|
|
Fixed income securities
|
36,749
|
|
|
47,545
|
|
|
—
|
|
|
84,294
|
|
||||
Pooled investment funds
|
—
|
|
|
22,430
|
|
|
—
|
|
|
22,430
|
|
||||
Insurance contracts
|
—
|
|
|
—
|
|
|
13,512
|
|
|
13,512
|
|
||||
Cash and cash equivalents
|
6,067
|
|
|
—
|
|
|
352
|
|
|
6,419
|
|
||||
Total
|
350,302
|
|
|
69,975
|
|
|
14,292
|
|
|
434,569
|
|
(In thousands)
|
Insurance
Contracts
|
|
Other
|
||||
Balance January 1, 2013
|
$
|
12,254
|
|
|
$
|
—
|
|
Net realized and unrealized gains included in earnings
|
1,074
|
|
|
—
|
|
||
Net purchases, issuances and settlements
|
173
|
|
|
428
|
|
||
Transfers into Level 3
|
11
|
|
|
352
|
|
||
Balance December 31, 2013
|
13,512
|
|
|
780
|
|
||
Net realized and unrealized gains included in earnings
|
1,345
|
|
|
(180
|
)
|
||
Net purchases, issuances and settlements
|
212
|
|
|
505
|
|
||
Transfers out of Level 3
|
—
|
|
|
(352
|
)
|
||
Balance December 31, 2014
|
15,069
|
|
|
753
|
|
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
$
|
1,822
|
|
|
$
|
1,142
|
|
|
$
|
1,411
|
|
Gain on asset dispositions, net
|
2,094
|
|
|
436
|
|
|
8,396
|
|
|||
Land impairment loss
|
(50
|
)
|
|
(1,557
|
)
|
|
—
|
|
|||
Escrow settlement
|
—
|
|
|
—
|
|
|
4,790
|
|
|||
Intangible asset impairment loss
|
—
|
|
|
—
|
|
|
(4,272
|
)
|
|||
Other, net
|
(1,101
|
)
|
|
(196
|
)
|
|
551
|
|
|||
Total
|
2,765
|
|
|
(175
|
)
|
|
10,876
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts - prepaid expenses and other current assets
|
$
|
(395
|
)
|
|
$
|
1,308
|
|
(In thousands)
|
Income Statement
Location
|
Loss (Gain)
Recognized in Income
|
||||||
Year ended
December 31,
|
||||||||
2014
|
|
2013
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Foreign exchange contracts
|
Currency exchange loss (gains), net
|
$
|
2,002
|
|
|
$
|
(755
|
)
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance January 1
|
$
|
124.8
|
|
|
$
|
130.0
|
|
|
$
|
112.1
|
|
Additions
|
98.2
|
|
|
34.0
|
|
|
29.7
|
|
|||
Collections and settlements
|
(2.5
|
)
|
|
(39.2
|
)
|
|
(11.8
|
)
|
|||
Balance December 31
|
220.5
|
|
|
124.8
|
|
|
130.0
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Discontinued Operations
|
|
|
|
|
|
||||||
Net sales
|
$
|
47,516
|
|
|
$
|
52,692
|
|
|
$
|
58,461
|
|
Other income, net
|
660
|
|
|
40
|
|
|
115
|
|
|||
Cost and expenses:
|
|
|
|
|
|
||||||
Cost of products sold
|
38,259
|
|
|
41,181
|
|
|
45,277
|
|
|||
Selling, general and administrative
|
7,650
|
|
|
7,389
|
|
|
8,376
|
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
17
|
|
|||
Currency exchange (gains), net
|
(116
|
)
|
|
(325
|
)
|
|
(41
|
)
|
|||
Income from discontinued operations before income taxes
|
2,383
|
|
|
4,487
|
|
|
4,947
|
|
|||
Provision for income taxes
|
607
|
|
|
1,426
|
|
|
1,128
|
|
|||
Income from discontinued operations, net of tax
|
1,776
|
|
|
3,061
|
|
|
3,819
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Discontinued Operations assets and liabilities
|
|
|
|
||||
Trade receivables, less allowance for doubtful accounts
|
$
|
6,638
|
|
|
$
|
7,452
|
|
Inventories
|
11,829
|
|
|
11,359
|
|
||
Net property
|
342
|
|
|
317
|
|
||
Other assets
|
2,022
|
|
|
1,326
|
|
||
Total assets
|
20,831
|
|
|
20,454
|
|
||
Accounts payable
|
5,263
|
|
|
5,447
|
|
||
Accrued and other liabilities
|
991
|
|
|
930
|
|
||
Total liabilities
|
6,254
|
|
|
6,377
|
|
||
Net assets
|
14,577
|
|
|
14,077
|
|
|
Year ended December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss (income) attributable to noncontrolling interests
|
|
|
|
|
|
||||||
Loss (income) from continuing operations
|
$
|
1,296
|
|
|
$
|
870
|
|
|
$
|
(385
|
)
|
(Income) from discontinued operations
|
(717
|
)
|
|
(672
|
)
|
|
(739
|
)
|
|||
Net loss (income)
|
579
|
|
|
198
|
|
|
(1,124
|
)
|
|
2014
|
||||||||||||||||||
|
Quarters
|
|
Year
|
||||||||||||||||
(In thousands, except earnings per share)
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
|||||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
265,045
|
|
|
$
|
282,493
|
|
|
$
|
275,159
|
|
|
$
|
311,188
|
|
|
$
|
1,133,885
|
|
Gross profit
|
121,815
|
|
|
129,670
|
|
|
123,723
|
|
|
140,141
|
|
|
515,349
|
|
|||||
Net income attributable to MSA Safety Incorporated
|
13,522
|
|
|
22,132
|
|
|
18,674
|
|
|
33,119
|
|
|
87,447
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share*
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.37
|
|
|
0.59
|
|
|
0.50
|
|
|
0.88
|
|
|
2.34
|
|
|||||
Diluted
|
0.36
|
|
|
0.58
|
|
|
0.49
|
|
|
0.87
|
|
|
2.30
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
10,060
|
|
|
10,589
|
|
|
14,645
|
|
|
12,222
|
|
|
47,516
|
|
|||||
Gross profit
|
2,363
|
|
|
2,134
|
|
|
2,638
|
|
|
2,122
|
|
|
9,257
|
|
|||||
Net income attributable to MSA Safety Incorporated
|
504
|
|
|
356
|
|
|
631
|
|
|
(432
|
)
|
|
1,059
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share*
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.03
|
|
|||||
Diluted
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
|
(0.01
|
)
|
|
0.03
|
|
|
2013
|
||||||||||||||||||
|
Quarters
|
|
Year
|
||||||||||||||||
(In thousands, except earnings per share)
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
|||||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
269,886
|
|
|
$
|
285,859
|
|
|
$
|
264,884
|
|
|
$
|
291,429
|
|
|
$
|
1,112,058
|
|
Gross profit
|
121,704
|
|
|
129,665
|
|
|
115,426
|
|
|
130,050
|
|
|
496,845
|
|
|||||
Net income attributable to MSA Safety Incorporated
|
18,627
|
|
|
23,315
|
|
|
18,987
|
|
|
24,929
|
|
|
85,858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share*
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.50
|
|
|
0.63
|
|
|
0.51
|
|
|
0.67
|
|
|
2.31
|
|
|||||
Diluted
|
0.49
|
|
|
0.62
|
|
|
0.51
|
|
|
0.66
|
|
|
2.28
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
13,353
|
|
|
13,836
|
|
|
13,361
|
|
|
12,142
|
|
|
52,692
|
|
|||||
Gross profit
|
3,078
|
|
|
3,215
|
|
|
2,790
|
|
|
2,428
|
|
|
11,511
|
|
|||||
Net income attributable to MSA Safety Incorporated
|
659
|
|
|
734
|
|
|
514
|
|
|
482
|
|
|
2,389
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share*
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
0.06
|
|
|||||
Diluted
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
0.06
|
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding
options,
warrants and rights
(a)
|
|
Weighted average
exercise price of outstanding options, warrants and rights (b) |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
||||
Equity compensation plans approved by security holders
|
1,618,561
|
|
|
$
|
35.74
|
|
|
1,612,042*
|
|
Equity compensation plans not approved by security holders
|
None
|
|
|
—
|
|
|
None
|
|
|
Total
|
1,618,561
|
|
|
35.74
|
|
|
1,612,042
|
|
|
|
|
|
Page
|
|
Management's Report on Responsibility for Financial Reporting and Management's Report on Internal Control Over Financial Reporting
|
31
|
|
Report of Independent Registered Public Accounting Firm
|
32
|
|
Consolidated Statement of Income—three years ended December 31, 2014
|
33
|
|
Consolidated Statement of Comprehensive Income—three years ended December 31, 2014
|
34
|
|
Consolidated Balance Sheet—December 31, 2014 and 2013
|
35
|
|
Consolidated Statement of Cash Flows—three years ended December 31, 2014
|
36
|
|
Consolidated Statement of Changes in Retained Earnings and Accumulated Other Comprehensive Income—three years ended December 31, 2014
|
37
|
|
Notes to Consolidated Financial Statements
|
38
|
|
3(i)
|
Amended and restated Articles of Incorporation, filed as Exhibit 3.1 to Form 8-K on March 7, 2014, is incorporated herein by reference.
|
|
|
3(ii)
|
Amended and restated By-laws of the registrant, filed as Exhibit 3.2 to Form 8-K on March 7, 2014, is incorporated herein by reference.
|
|
|
4(a)
|
Amended and Restated Note Purchase and Private Shelf Agreement dated March 7, 2014 by and among MSA Safety, Incorporated, Mine Safety Appliances Company, LLC, and the Purchasers named therein, filed herewith.
|
|
|
4(b)
|
Form of Amended and Restated Guarantee Agreement entered into as of March 7, 2014 by each of General Monitors, Inc., General Monitors Transnational, LLC and MSA International, Inc., in favor of the Note Purchasers under the Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 7, 2014, filed herewith.
|
|
|
4(c)
|
Form of Guarantee Agreement entered into as of March 7, 2014 by each of MSA Worldwide, LLC, MSA Advanced Detection, LLC, Mine Safety Appliances Company, LLC, MSA Safety Development, LLC, MSA Technology, LLC and MSA Innovation, LLC. in favor of the Note Purchasers, under the Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 7, 2014, filed herewith.
|
|
|
10(a)*
|
MSA Safety Incorporated 2008 Management Equity Incentive Plan, as amended, filed as Exhibit 10.2 to Form 8-K on March 7, 2014 is incorporated herein by reference.
|
|
|
10(b)*
|
Retirement Plan for Directors, as amended effective April 1, 2001, filed as Exhibit 10(a) to Form 10-Q on May 10, 2006, is incorporated herein by reference.
|
|
|
MSA SAFETY INCORPORATED
|
|
|
|
|
|
February 25, 2015
|
By
|
/
S
/ W
ILLIAM
M. L
AMBERT
|
(Date)
|
|
William M. Lambert
President and
Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/
S
/ J
OHN
T. R
YAN
III
John T. Ryan III
|
Director, Chairman of the Board
|
February 25, 2015
|
|
|
|
/
S
/ W
ILLIAM
M. L
AMBERT
William M. Lambert
|
Director; President and Chief Executive Officer
|
February 25, 2015
|
|
|
|
/
S
/ S
TACY
P. M
CMAHAN
Stacy P. McMahan
|
Senior Vice President Finance; Principal Financial and Accounting Officer
|
February 25, 2015
|
|
|
|
/
S
/ R
OBERT
A. B
RUGGEWORTH
Robert A. Bruggeworth
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ A
LVARO
G
ARCIA
-T
UNON
Alvaro Garcia-Tunon
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ T
HOMAS
B. H
OTOPP
Thomas B. Hotopp
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ D
IANE
M. P
EARSE
Diane M. Pearse
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ R
EBECCA
B. R
OBERTS
Rebecca B. Roberts
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ L. E
DWARD
S
HAW
, J
R
.
L. Edward Shaw, Jr.
|
Director
|
February 25, 2015
|
|
|
|
/
S
/ T
HOMAS
H. W
ITMER
Thomas H. Witmer
|
Director
|
February 25, 2015
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Allowance for doubtful accounts:
|
|
||||||||||
Balance at beginning of year
|
$
|
7,306
|
|
|
$
|
7,402
|
|
|
$
|
7,043
|
|
Additions—
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
1,249
|
|
|
763
|
|
|
1,289
|
|
|||
Deductions—
|
|
|
|
|
|
||||||
Deductions from reserves, net (1)(2)
|
734
|
|
|
859
|
|
|
930
|
|
|||
Balance at end of year
|
7,821
|
|
|
7,306
|
|
|
7,402
|
|
|||
Income tax valuation allowance:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
4,938
|
|
|
$
|
3,961
|
|
|
$
|
2,777
|
|
Additions—
|
|
|
|
|
|
||||||
Charged to costs and expenses (3)
|
—
|
|
|
977
|
|
|
1,184
|
|
|||
Deductions—
|
|
|
|
|
|
||||||
Deductions from reserves (3)
|
1,175
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
3,763
|
|
|
4,938
|
|
|
3,961
|
|
(1)
|
Bad debts written off, net of recoveries.
|
(2)
|
Activity for 2014, 2013 and 2012 includes currency translation gains (losses) of
$(332)
,
$(121)
and
$428
, respectively.
|
(3)
|
Activity for 2014, 2013 and 2012 includes currency translation gains (losses) of
$(643)
,
$242
and
$97
, respectively.
|
|
|
Page
|
1.
|
BACKGROUND; AMENDMENT AND RESTATEMENT; CONSENTS
|
2
|
|
1.1. Original Series A Notes
|
2
|
|
1.2. Amendment and Restatement of Original Note Purchase and Private Shelf Agreement
|
2
|
|
1.3. Amendment and Restatement of Original Series A Notes
|
3
|
|
1.4. Consents and Assignments
|
3
|
|
1.5. Capitalized Terms
|
3
|
2.
|
SHELF FACILITY
|
4
|
|
2.1. Authorization of Issue of Shelf Notes
|
4
|
|
2.2. Sale and Purchase of Shelf Notes
|
4
|
3.
|
CLOSING
|
8
|
|
3.1. Restatement Closing
|
8
|
|
3.2. Facility Closings
|
8
|
|
3.3. Rescheduled Facility Closings
|
8
|
4.
|
CONDITIONS TO CLOSING AND AMENDMENT AND RESTATEMENT
|
8
|
|
4.1. Representations and Warranties
|
9
|
|
4.2. Performance; No Default
|
9
|
|
4.3. Compliance Certificates
|
9
|
|
4.4. Opinions of Counsel
|
10
|
|
4.5. Financial Projections
|
10
|
|
4.6. Lien Search
|
10
|
|
4.7. Exchange of Original Series A Notes
|
10
|
|
4.8. Purchase and Exchange of Notes Permitted By Applicable Law, Etc
|
10
|
|
4.9. Sale of Other Notes
|
11
|
|
4.10. Payment of Fees
|
11
|
|
4.11. Private Placement Number
|
11
|
|
4.12. Reorganization
|
11
|
|
4.13. [Reserved.]
|
11
|
|
4.14. Delivery of Amended and Restated 2006 Note Purchase Agreement
|
12
|
|
4.15. Delivery of Amended and Restated Bank Credit Agreement
|
12
|
|
4.16. Note Guarantee; Intercompany Subordination Agreement
|
12
|
|
4.17. [Reserved.]
|
12
|
|
4.18. Insurance
|
12
|
|
4.19. Proceedings and Documents
|
13
|
5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
13
|
|
5.1. Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default
|
13
|
|
5.2. Subsidiaries and Owners; Investment Companies
|
14
|
|
5.3. Validity and Binding Effect
|
14
|
|
5.4. No Conflict; Material Agreements; Consents
|
14
|
|
5.5. Litigation
|
15
|
|
5.6. Financial Statements
|
15
|
|
5.7. Use of Proceeds; Margin Stock
|
15
|
|
5.8. Full Disclosure
|
16
|
|
5.9. Taxes
|
16
|
|
5.10. Patents, Trademarks, Copyrights, Licenses, Etc
|
16
|
|
5.11. Insurance
|
16
|
|
5.12. ERISA Compliance
|
16
|
|
5.13. [Reserved]
|
17
|
|
5.14. Senior Debt Status
|
17
|
|
i
|
|
|
|
Page
|
|
5.15. Solvency
|
17
|
|
5.16. Governmental Authorizations, Etc
|
17
|
|
5.17. Private Offering by the Company
|
18
|
|
5.18. Foreign Assets Control Regulations, Etc
|
18
|
|
5.19. Status under Certain Statutes
|
20
|
|
5.20. No Default
|
20
|
6.
|
REPRESENTATIONS OF THE PURCHASERS
|
20
|
|
6.1. Purchase for Investment
|
20
|
|
6.2. Source of Funds
|
20
|
7.
|
INFORMATION AS TO COMPANY
|
22
|
|
7.1. Financial and Business Information
|
22
|
|
7.2. Officer’s Certificate
|
24
|
|
7.3. Visitation
|
25
|
|
7.4. Electronic Delivery
|
25
|
8.
|
PAYMENT AND PREPAYMENT OF THE NOTES
|
26
|
|
8.1. Required Prepayments; Maturity
|
26
|
|
8.2. Optional Prepayments with Make-Whole Amount
|
27
|
|
8.3. Allocation of Partial Prepayments
|
27
|
|
8.4. Maturity; Surrender, Etc
|
27
|
|
8.5. Purchase of Notes
|
27
|
|
8.6. Make-Whole Amount
|
28
|
|
8.7. Prepayment on a Change in Control
|
29
|
9.
|
AFFIRMATIVE COVENANTS
|
30
|
|
9.1. Preservation of Existence, Etc
|
30
|
|
9.2. Payment of Liabilities, Including Taxes, Etc
|
30
|
|
9.3. Maintenance of Insurance
|
30
|
|
9.4. Maintenance of Properties and Leases
|
30
|
|
9.5. Keeping of Records and Books of Account
|
31
|
|
9.6. Compliance with Laws; Use of Proceeds
|
31
|
|
9.7. Further Assurances
|
31
|
|
9.8. [Reserved]
|
31
|
|
9.9. Most Favored Lender
|
32
|
|
9.10. Subsidiary Guarantors
|
33
|
10.
|
NEGATIVE COVENANTS
|
35
|
|
10.1. Indebtedness
|
35
|
|
10.2. Liens
|
36
|
|
10.3. Guaranties
|
36
|
|
10.4. Loan and Investments
|
37
|
|
10.5. Liquidations, Mergers, Consolidations, Acquisitions
|
37
|
|
10.6. Dispositions of Assets or Subsidiaries
|
38
|
|
10.7. Affiliate Transactions
|
38
|
|
10.8. Subsidiaries, Partnerships and Joint Ventures
|
39
|
|
10.9. Continuation of or Change in Business
|
39
|
|
10.10. Fiscal Year
|
39
|
|
ii
|
|
|
iii
|
|
INFORMATION SCHEDULE
|
—
|
AUTHORIZED OFFICERS
|
|
|
|
SCHEDULE A
|
—
|
INFORMATION RELATING TO PURCHASERS
|
|
|
|
SCHEDULE B
|
—
|
DEFINED TERMS
|
|
|
|
EXHIBIT 1-A
|
—
|
FORM OF AMENDED AND RESTATED 4.00%
|
|
|
SERIES A SENIOR NOTE DUE 2021
|
|
|
|
EXHIBIT 1-B
|
—
|
FORM OF SHELF NOTE
|
|
|
|
EXHIBIT 2
|
—
|
FORM OF REQUEST FOR PURCHASE
|
|
|
|
EXHIBIT 3
|
—
|
FORM OF CONFIRMATION OF ACCEPTANCE
|
|
|
|
EXHIBIT 4.4(a)
|
—
|
FORM OF OPINION OF SPECIAL COUNSEL FOR THE
|
|
|
OBLIGORS
|
|
|
|
EXHIBIT 4.4(b)
|
—
|
FORM OF OPINION OF SPECIAL COUNSEL FOR THE
|
|
|
PURCHASERS
|
|
|
|
EXHIBIT 9.10-A
|
—
|
FORM OF NOTE GUARANTEE
|
|
|
|
EXHIBIT 9.10-B
|
—
|
FORM OF AMENDED AND RESTATED NOTE
|
|
|
GUARANTEE
|
|
|
|
EXHIBIT 10.1(d)
|
—
|
FORM OF INTERCOMPANY SUBORDINATION
|
|
|
AGREEMENT
|
|
|
|
SCHEDULE 4.12
|
—
|
REORGANIZATION
|
|
|
|
SCHEDULE 5.2
|
—
|
SUBSIDIARIES
|
|
|
|
SCHEDULE 5.12
|
—
|
ERISA COMPLIANCE
|
|
|
|
SCHEDULE 10.1
|
—
|
EXISTING INDEBTEDNESS
|
|
|
|
SCHEDULE 10.2
|
—
|
EXISTING LIENS
|
|
|
|
SCHEDULE 10.3
|
—
|
EXISTING GUARANTIES
|
|
|
|
SCHEDULE 10.4
|
—
|
PERMITTED INVESTMENTS
|
|
|
|
SCHEDULE 10.8
|
—
|
EXCLUDED SUBSIDIARIES
|
1.
|
BACKGROUND; AMENDMENT AND RESTATEMENT; CONSENTS.
|
3.
|
CLOSING.
|
4.
|
CONDITIONS TO CLOSING AND AMENDMENT AND RESTATEMENT.
|
5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
6.
|
REPRESENTATIONS OF THE PURCHASERS.
|
7.
|
INFORMATION AS TO COMPANY.
|
8.
|
PAYMENT AND PREPAYMENT OF THE NOTES.
|
9.
|
AFFIRMATIVE COVENANTS.
|
10.
|
NEGATIVE COVENANTS.
|
11.
|
EVENTS OF DEFAULT.
|
12.
|
REMEDIES ON DEFAULT, ETC.
|
13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
|
14.
|
PAYMENTS ON NOTES.
|
15.
|
EXPENSES, ETC.
|
16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
17.
|
AMENDMENT AND WAIVER.
|
18.
|
NOTICES.
|
19.
|
REPRODUCTION OF DOCUMENTS.
|
20.
|
CONFIDENTIAL INFORMATION.
|
21.
|
SUBSTITUTION OF PURCHASER.
|
22.
|
MISCELLANEOUS.
|
Prudential Investment Management, Inc.
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, NY 10036
Attention: Managing Director
Telecopy: 212-626-2077
Telephone: 212-626-2060
Email: (see below)
|
|
|
|
Paul L. Meiring
|
Email: paul.meiring@prudential.com
|
Yvonne M. Guajardo
|
Email: yvonne.guajardo@prudential.com
|
Engin W. Okaya
|
Email: engin.okaya@prudential.com
|
Eric R. Seward
|
Email: eric.seward@prudential.com
|
Authorized Officers for Company
|
|
|
|
Stacy McMahan
Senior Vice President and Chief Financial Officer MSA Safety Incorporated 1000 Cranberry Woods Drive Cranberry Township, Pennsylvania 16066 Telephone: 724-741-8237 Fax: 724-741-1589 Email: stacy.mcmahan@msasafety.com Kenneth Krause Executive Director, Global Finance and Assistant Treasurer MSA Safety Incorporated 1000 Cranberry Woods Drive Cranberry Township, Pennsylvania 16066 Telephone: 724-741-8534 Fax: 724-741-1589 Email: ken.krause@msasafety.com |
|
3.
|
Interest Payment Period: Quarterly
|
30.
|
The Company certifies that (a) [except as set forth on Exhibit A hereto,] the representations and warranties contained in Section 5 of the Agreement are true on and as of the date of this Request for Purchase, (b) on the date of this Request for Purchase no Default or Event of Default has occurred or is continuing and (c) none of the proceeds of the Notes will be used for the purpose of financing a Hostile Tender Offer.
|
31.
|
The Issuance Fee to be paid pursuant to the Agreement will be paid by the Company on the closing date.
|
(A)
|
(a) Name of Purchaser:
|
(B)
|
(a) Name of Purchaser:
|
|
LOAN PARTIES:
|
WITNESS:
|
MSA Safety Incorporated, a Pennsylvania corporation
By:
(SEAL)
Name:
Title:
Address:
MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
Mine Safety Appliances, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
General Monitors, Inc., a Nevada corporation
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
General Monitors Transnational, LLC, a Nevada limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA International, Inc., a Delaware corporation
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA Worldwide, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA Advanced Detection, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA Safety Development, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA Technology, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
WITNESS:
|
MSA Innovation, LLC, a Pennsylvania limited liability company
By:
(SEAL)
Name:
Title:
Address:
c/o MSA Safety Incorporated
1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania 16066
Attention: Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
•
|
MSA Worldwide, LLC
, which serves as an intermediate holding company underneath the Company.
|
•
|
MSA Advanced Detection, LLC
(“
MADL
”), which serves as a wholly-owned sub-holding company underneath MSAW for the existing General Monitors entities. The equity interests formerly held by the Original Issuer in General Monitors, Inc. and General Monitors Transnational LLC (including its subsidiaries) were contributed immediately following the completion of the Second Merger to MADL.
|
•
|
MSA Safety Development, LLC
(“
MSASD
”), which serves as a wholly-owned sub-holding company underneath MSAW for the following two intellectual property subsidiaries:
|
◦
|
MSA Technology, LLC
, which holds intellectual property rights formerly held by the Original Issuer. The Original Issuer’s intellectual property was contributed to this subsidiary immediately following the completion of the Second Merger.
|
◦
|
MSA Innovation, LLC
(“
Innovation
”), which will conduct research and development activities. The research and development facilities located in Cranberry Township, Pennsylvania and owned by the Original Issuer were leased to this subsidiary, and the research and development activities formerly conducted by the Original Issuer will be conducted by this subsidiary.
|
Name
|
State or Other Jurisdiction of Incorporation
|
Equity Interest Holders
|
MSA Europe GmbH
|
Germany
|
99% by MSA International Holdings B.V. and 1% by MSACL
|
MSA de Mexico S.A. de C.V.
|
Mexico
|
100% by MSACL
|
MSA Española S.A.U.
|
Spain
|
100% by MSACL
|
MSA Far East LTD.
|
Delaware
|
100% by MSACL
|
Braddock Insurance Company
|
Bermuda
|
100% by MSA Far East LTD.
|
MSA de Chile Ltda.
|
Chile
|
99% by MSACL and 1% by MSA Far East LTD.
|
Wuxi - MSA Safety Equipment Co. Ltd.
|
China
|
90% by MSACL and 10% by Wuxi Lima Chemical Machinery Ltd.
|
SAMSAC
|
South Africa
|
74.9% by MSACL and 25.1% by Mineworkers Investment Co.
|
Select Personal Protective Equipment (PTY) Ltd.
|
South Africa
|
100% by SAMSAC
|
SAMSAC Africa (Proprietary) Ltd.
|
South Africa
|
100% by SAMSAC
|
MSA Select Ltd.
|
Zambia
|
50% by Select Personal Protective Equipment (PTY) Ltd. and 50% by SAMSAC Africa (Proprietary) Ltd.
|
MSA (India) Limited
|
India
|
100% by MSACL
|
MSA del Peru S.A.C.
|
Peru
|
100% by MSACL
|
MSA (Aust.) Pty. Ltd.
|
Australia
|
100% by MSACL
|
EYMSAL Safety Solutions Inc. LLC
|
Egypt
|
99.5% by MSACL and 0.5% by Mr. Girgis Sarwat Girgis Abdel Shahid
|
MSA Egypt LLC
|
Egypt
|
99.5% by EYMSAL Safety Solutions Inc. LLC and 0.5% by Mr. Girgis Sarwat Girgis Abdel Shahid
|
MSA (China) Safety Equipment Co., Ltd.
|
China
|
65% by MSA Hong Kong Ltd., 25% by MSACL and 10% by Wuxi Lima Chemical Machinery Ltd.
|
Compañia MSA de Argentina S.A.
|
Argentina
|
95% by MSAII and 5% by MSACL
|
Operations
|
Current Legal Entity
|
Restructured Entity
|
POC
|
n/a
|
MSA Europe GmbH*
|
Manufacturing
(Tollers)
|
MSA Auer GmbH
|
MSA Produktion Deutschland GmbH*
|
MSA Gallet SAS
|
MSA Production France SAS*
|
|
MSA Sordin AB
|
MSA Produktion Sverige AB**
|
|
Gallet Morocco
|
MSA Production Morocco Ste**
|
|
Sales
(LRDs)
|
MSA Auer Sickerheitsvertrieb GmbH
|
MSA Osterreich GmbH**
|
MSA Belgium N.V.
|
MSA Belgium B.V.
|
|
MSA Czech S.R.O.
|
MSA Czech S.R.O.
|
|
MSA Gallet SAS
|
MSA France SAS**
|
|
MSA Auer GmbH
|
MSA Deutschland GmbH**
|
|
MSA Safety Hungary
|
To be liquidated and assets distributed to equity holders.
|
|
MSA Italiana SpA
|
MSA Italia S.R.L.
|
|
MSA Netherlands B.V.
|
MSA Nederland B.V.**
|
|
MSA Safety Poland Sp.z.o.o.
|
MSA Polska Sp.z.o.o.**
|
|
MSA Safety Romania
|
To be liquidated and assets distributed to equity holder
|
|
MSA Espanol SA
|
MSA Espanol S.R.L.
|
|
MSA Nordic AB
|
MSA Nordic AB
|
|
MSA Auer Schweiz GmbH
|
MSA Schweiz GmbH**
|
|
MSA Britain Ltd
|
MSA Great Britain Ltd**
|
|
Services
|
MSA Auer Service GmbH
|
MSA Technologies and Enterprise Services GmbH**
|
n/a
|
MSA Safety Services GmbH*
|
|
n/a
|
MSA Technologies and Enterprise Services SAS*
|
|
Other
|
MSA Europe GmbH
|
MSA Europe Holdings GmbH**
|
MSA Gallet Holdings SAS
|
MSA Gallet Holdings SAS
|
|
MSA Eurex
|
MSA Eurex B.V.
|
|
|
Gassonic
|
Gassonic A/S
|
General Monitors Ireland
|
General Monitors Ireland Ltd.
|
*
|
New entity.
|
**
|
New name.
|
Name
|
State or Other Jurisdiction of Incorporation
|
Holders of Equity Interests and Percentages
|
MSA Worldwide, LLC
|
Pennsylvania
|
100% by MSA Safety Incorporated
|
MSA Advanced Detection, LLC
|
Pennsylvania
|
100% by MSA Worldwide, LLC
|
MSA International, Inc.
|
Delaware
|
100% by MSA Worldwide, LLC
|
General Monitors, Inc.
|
Nevada
|
100% by MSA Advanced Detection, LLC
|
General Monitors Transnational, LLC
|
Nevada
|
100% by MSA Advanced Detection, LLC
|
Mine Safety Appliances Company, LLC
|
Pennsylvania
|
100% by MSA Worldwide, LLC
|
MSA Europe GmbH
|
Germany
|
99% by MSA International Holdings B.V. and 1% by Mine Safety Appliances Company, LLC
|
Mine Safety Romania S.R.L.
|
Romania
|
100% by MSA Europe GmbH
|
MSA-Auer Sicherheitstachnik Vertriebs GmbH
|
Austria
|
100% by MSA Europe GmbH
|
MSA Safety Czech s.r.o.
|
Czechoslovakia
|
100% by MSA Europe GmbH
|
MSA AUER GmbH
|
Germany
|
100% by MSA Europe GmbH
|
MSA Nederland B.V.
|
Netherlands
|
100% by MSA Europe GmbH
|
MSA Italiana S.p.A.
|
Italy
|
99% by MSA Europe GmbH and 1% by MSA Far East LTD.
|
MSA Belgium N.Y.
|
Belgium
|
100% by MSA Europe GmbH
|
MSA AUER Schweiz GmbH
|
Switzerland
|
100% by MSA Europe GmbH
|
MSA Nordic AB
|
Sweden
|
100% by MSA Europe GmbH
|
MSA Sordin AB
|
Sweden
|
100% by MSA Nordic AB
|
Microsensor Systems Inc.
|
Kentucky
|
100% by Mine Safety Appliances Company, LLC
|
MSA de Mexico S.A. de C.V.
|
Mexico
|
100% by Mine Safety Appliances Company, LLC
|
Safety Supply Specialists Inc.
|
Delaware
|
100% by Mine Safety Appliances Company, LLC
|
MSA Española S.A.U.
|
Spain
|
100% by Mine Safety Appliances Company, LLC
|
MSA Far East LTD.
|
Delaware
|
100% by Mine Safety Appliances Company, LLC
|
Braddock Insurance Company
|
Bermuda
|
100% by MSA Far East LTD.
|
MSA de Chile Ltda.
|
Chile
|
99% by Mine Safety Appliances Company, LLC and 1% by MSA Far East LTD.
|
Wuxi - MSA Safety Equipment Co. Ltd.
|
China
|
90% by Mine Safety Appliances Company, LLC and 10% by Wuxi Lima Chemical Machinery Ltd.
|
SAMSAC
|
South Africa
|
74.9% by Mine Safety Appliances Company, LLC and 25.1% by Mineworkers Investment Co.
|
Name
|
State or Other Jurisdiction of Incorporation
|
Holders of Equity Interests and Percentages
|
Select Personal Protective Equipment (PTY) Ltd.
|
South Africa
|
100% by SAMSAC
|
SAMSAC Africa (Proprietary) Ltd.
|
South Africa
|
100% by SAMSAC
|
MSA Select Ltd.
|
Zambia
|
50% by Select Personal Protective Equipment (PTY) Ltd. and 50% by SAMSAC Africa (Proprietary) Ltd.
|
MSA (India) Limited
|
India
|
100% by Mine Safety Appliances Company, LLC
|
MSA del Peru S.A.C.
|
Peru
|
100% by Mine Safety Appliances Company, LLC
|
MSA (Aust.) Pty. Ltd.
|
Australia
|
100% by Mine Safety Appliances Company, LLC
|
MSA Middle East
|
UAE branch office of Mine Safety
Appliances Company, LLC
|
|
EYMSAL Safety Solutions Inc. LLC
|
Egypt
|
99.5% by Mine Safety Appliances Company, LLC and 0.5% by Mr. Girgis Sarwat Girgis Abdel Shahid
|
MSA Egypt LLC
|
Egypt
|
99.5% by EYMSAL Safety Solutions Inc. LLC and 0.5% by Mr. Girgis Sarwat Girgis Abdel Shahid
|
Mine Safety Funding Corp.
|
Delaware
|
100% by Mine Safety Appliances Company, LLC
|
MSA International Holdings B.V.
|
Netherlands
|
100% by MSA International, Inc.
|
MSA Eurex B.V. (EU Trading Company)
|
Netherlands
|
100% by MSA International Holdings B.V.
|
Mine Safety Ireland
|
Ireland
|
99% by MSA International Holdings B.V. and 1% by MSA Eurex B.V. (EU Trading Company)
|
MSA Safety Hungary Ltd.
|
Hungary
|
75% by MSA International Holdings B.V. and 25% by MSA Europe GmbH
|
MSA Safety Sp: z.o.o.
|
Poland
|
100% by MSA International Holdings B.V.
|
MSA Gallet Holding
|
France
|
100% by MSA International Holdings B.V.
|
MSA Gallet SAS
|
France
|
100% by MSA Gallet Holding
|
MSA Gallet Morocco
|
Morocco
|
100% by MSA Gallet SAS
|
MSA Safety Malaysia Sdn. Bhd.
|
Malaysia
|
100% by MSA International Holdings B.V.
|
MSA Middle East FZE
|
UAE
|
100% by MSA International Holdings B.V.
|
MSA Hong Kong Ltd.
|
Hong Kong
|
100% by MSA International Holdings B.V.
|
MSA (China) Safety Equipment Co., Ltd.
|
China
|
65% by MSA Hong Kong Ltd., 25% by Mine Safety Appliances Company, LLC and 10% by Wuxi Lima Chemical Machinery Ltd.
|
MSA (Suzhou) Safety Equipment R&D Co., Ltd.
|
China
|
100% by MSA Hong Kong Ltd.
|
Compañia MSA de Argentina S.A.
|
Argentina
|
95% by MSA International, Inc. and 5% by Mine Safety Appliances Company, LLC
|
MSA de Mexico Servicios S.A. de C. V.
|
Mexico
|
99.9% by MSA International, Inc. and 0.1% by MSA de Mexico S.A. de C.V.
|
MSA Canada Inc.
|
Canada
|
100% by MSA International, Inc.
|
Name
|
State or Other Jurisdiction of Incorporation
|
Holders of Equity Interests and Percentages
|
MSA de Columbia S.A.S.
|
Columbia
|
99% by MSA Canada Inc. and 1% by MSA International, Inc.
|
MSA do Brasil Ltda.
|
Brazil
|
100% by MSA Canada Inc.
|
MSA (Britain) Ltd.
|
United Kingdom
|
100% by MSA International, Inc.
|
MSA Japan Ltd.
|
Japan
|
100% by MSA International, Inc.
|
MSA S.E. Asia Pte. Ltd.
|
Singapore
|
100% by MSA International, Inc.
|
PT MSA Indonesia Ltd.
|
Indonesia
|
99% by MSA International, Inc. and 1% by MSA S.E. Asia Pte. Ltd.
|
MSA (Thailand) Ltd.
|
Thailand
|
100% by MSA International, Inc.
|
Mine Safety Fifty Ireland
|
Ireland
|
100% by MSA International Holdings B.V.
|
General Monitors Ireland Ltd
|
Ireland
|
100% by Mine Safety Fifty Ireland
|
General Monitors Systems, LLC
|
Nevada
|
70% by General Monitors Transnational, LLC and 30% by Mine Safety Appliances Company, LLC
|
Electrasem LLC
|
California
|
100% by General Monitors Transnational, LLC
|
Gassonic A/S
|
Denmark
|
70% by General Monitors Transnational, LLC and 30% by MSA International Holdings B.V.
|
General Monitors Pacifica, Pte. Ltd.
|
Singapore
|
100% by General Monitors Transnational, LLC
|
General Monitors Systems Asia Pte. Ltd.
|
Singapore
|
100% by General Monitors Systems, LLC
|
Safety Works, LLC
|
Pennsylvania
|
64.4% by Mine Safety Appliances Company, LLC
|
MSA AUER Service GmbH
|
Germany
|
100% by MSA Europe GmbH
|
MSA Safety, LLC
|
Russia
|
99% by MSA International Holdings B.V. and 1% by MSA Eurex B.V. (EU Trading Company)
|
MSA Safety Development, LLC
|
Pennsylvania
|
100% by MSA Worldwide, LLC
|
MSA Technology, LLC
|
Pennsylvania
|
100% by MSA Safety Development, LLC
|
MSA Innovation, LLC
|
Pennsylvania
|
100% by MSA Safety Development, LLC
|
Jurisdiction and Thru-Date
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral Description
|
Pennsylvania Department of State
(2/4/14)
|
Mine Safety Appliances Company
11000 Cranberry Woods Drive
Cranberry Township, PA 16066
|
PNC Equipment Finance, a division of PNC Bank Canada Branch
The Exchange Tower
130 King Street West
Suite 2140
Toronto, ON
M5X 1E4 Canada
|
#2011072803344 filed 7/27/11
|
Seller interests under Canadian Rider to Master Sale and Assignment Agreement dated June 27, 2011 between debtor/seller and secured party/buyer and all Equipment leased thereunder. See Attachment A (Leases) and Exhibit A (Property Description).
|
Pennsylvania Department of State
(2/4/14)
|
Mine Safety Appliances Company
1000 Cranberry Woods Drive
Cranberry Twp, PA 16066
|
Ikon Financial Svcs
1738 Bass Rd.
Macon, GA 31210-1043
|
#2011123000091 filed 12/30/11
|
Lessee/Lessor filing
All equipment now or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement/Lease No. 1008365, Product Schedule No./Agreement No. OS643A31, as amended from time to time, between IOS Capital, LLC as lessor, and the lessee/debtor, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) there from.
CUSTOMER: 37737 RIMP4001SP C23046216 RIMPC2551 C23046206 RIMPC4501 C23046217 RIMPC4501 C23046218 RIMPC4501 C23046219 RIMPC5501 C23046220 RIMP3351SP C23046214 RIMP2851SP C23046333 RIMP2851SP C23046235 RIMPC6501 C23046207 RIMP3351SP C23046309
This statement is filed in connection with a lease transaction and is filed for precautionary purposes only.
|
Pennsylvania Department of State
(2/4/14)
|
Mine Safety Appliances Company
3880 Meadowbrook Road
Murrysville, PA 15668
|
Maruka USA, Inc.
1062 N. Garfield Street
Lombard, IL 60148
|
#2013040103067 filed 3/29/13
|
One (1) new Toyo injection molding machine, model SI-500V, SN: 1697019 with PLCS-12 controls and options as listed on the Proforma Invoice and inclusive of all accessions, additions, improvements, tooling, attachments, manuals and insurance proceeds
|
Pennsylvania Department of State
(2/4/14)
|
Mine Safety Appliances Company
3880 Meadowbrook Road
Murrysville, PA 15668
|
Maruka USA, Inc.
1062 N. Garfield Street
Lombard, IL 60148
|
#2013040103079 filed 3/29/13
|
One (1) new Toyo injection molding machine, model SI-500V, SN: 1697020 with PLCS-12 controls and options as listed on the Proforma Invoice and inclusive of all accessions, additions, improvements, tooling, attachments, manuals and insurance proceeds
|
Jurisdiction and Thru-Date
|
Debtor
|
Secured Party
|
Filing Information
|
Collateral Description
|
Pennsylvania Department of State
(2/21/14)
|
Mine Safety Appliance Company
1000 Cranberry Woods Drive
Cranberry Township, PA 16006
|
Arrow Electronics Inc.
50 Marcus Drive
Melville, NY 11747
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#2006101202624 filed 10/10/06
#2011100304733 filed 10/3/11 (Continuation Statement)
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Collateral – Those products stored in the in-plant store facility and those products sold by secured party to debtor pursuant to that In-Plant Store Agreement dated July 9, 2006 between the parties
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Pennsylvania Department of State
(2/21/14)
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Mine Safety Appliance
121 Gamma Dr.
Pittsburgh, PA 15238-2919
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Ikon Financial SVCS
1738 Bass Rd.
Macon, GA 31210-1043
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#2009072205365 filed 7/22/09
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Lessee/Lessor filing
All equipment now or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement/Lease No. 1008365, Product Schedule No./Agreement No. OS643B21, as amended from time to time, between IOS Capital, LLC as lessor, and the lessee/debtor, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) there from.
CUSTOMER: 37737 RIMPC4000 C2302065 RIMPC4000 C23020595 RIMPC4000 C23020597 RIMPC4000 C23020599 RIMPC4000 C23020596 RIMP4000SP C23020598
(Please note some of the above-listed numbers were cut-off on the UCC copy)
This statement is filed in connection with a lease transaction and is filed for precautionary purposes only.
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Pennsylvania Department of State
(2/21/14)
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Mine Safety Appliance
121 Gamma Dr.
Pittsburgh, PA 15238-2919
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Ikon Financial SVCS
1738 Bass Rd.
Macon, GA 31210-1043
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#2011011900070 filed 1/19/11
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CUSTOMER: 37737 RIMPC4501 C23037569 RIMPC4501 C23037570 RIMPC4501 C23037571 RIMPC4501 C23037572 RIMPC4501 C23037573 RIMPC4501 C23037574
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Jurisdiction and Thru-Date
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Debtor
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Secured Party
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Filing Information
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Collateral Description
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Pennsylvania Department of State
(2/21/14)
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Mine Safety Appliance
1000 Cranberry Woods Drive
Cranberry Township, PA 16006
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Ikon Financial SVCS
1738 Bass Rd.
Macon, GA 31210-1043
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#2011051900953 filed 5/19/11
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Lessee/Lessor filing
All equipment now or hereafter leased in an equipment leasing transaction in connection with that certain Master Agreement/Lease No. 1008365, Product Schedule No./Agreement No. OS643A26, as amended from time to time, between IOS Capital, LLC as lessor, and the lessee/debtor, including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) there from.
CUSTOMER: 37737 RIMP3351SP C23040893 RIMP201SPF C23040840 RIMPC3501 C23040925 RIMP2851SP C23040907 FUFI-6670A 003410 RIMP4001SP C23040862 RIMPC4501 C23040850 RIMPC4501 C23040851 RIMPC4501 C23040852 RIMP3351SP C23040895 RIMP3351SP C23040894 RIMP3351SP C23040892 RIMPC4501 C23040830 RIMPC4501 C23040829
This statement is filed in connection with a lease transaction and is filed for precautionary purposes only.
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Nevada Department of State
(2/11/14)
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General Monitors, Inc.
26776 Simpatica Circle
Lake Forest, CA 92630
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Arrow Electronics, Inc.
50 Marcus Drive
Melville, NY 11747
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#2009009285-1 filed 4/10/09
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Collateral – Those products stored in the segregated area of debtor’s facility designated as secured party’s consigned inventory storage area and those products sold by secured party to debtor pursuant to that Consigned Inventory Agreement dated July 1, 2003 by and between debtor and secured party
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Guarantees
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Guarantor
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To
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Purpose
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On Behalf
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Amount
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Currency
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Balance (USD)
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Mine Safety Appiances Company
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MSA Auer Berlin Works Council
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Voluntary Retirement Payments
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MSA Auer GmbH
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3,000,000.00
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EUR
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4,123,500.00
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* EUR conversion rate at 12/31/13 1.3745
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Name
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State or Other Jurisdiction of Incorporation
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MSA Europe GmbH
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Germany
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Mine Safety Romania S.R.L.
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Romania
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MSA-Auer Sicherheitstachnik Vertriebs GmbH
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Austria
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MSA Safety Czech s.r.o.
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Czechoslovakia
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MSA AUER GmbH
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Germany
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MSA Nederland B.V.
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Netherlands
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MSA Italiana S.p.A.
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Italy
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MSA Belgium N.Y.
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Belgium
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MSA AUER Schweiz GmbH
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Switzerland
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MSA Nordic AB
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Sweden
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MSA Sordin AB
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Sweden
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Microsensor Systems Inc.
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Kentucky
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MSA de Mexico S.A. de C.V.
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Mexico
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Safety Supply Specialists Inc.
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Delaware
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MSA Española S.A.U.
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Spain
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MSA Far East LTD.
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Delaware
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Braddock Insurance Company
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Bermuda
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MSA de Chile Ltda.
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Chile
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Wuxi - MSA Safety Equipment Co. Ltd.
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China
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SAMSAC
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South Africa
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Select Personal Protective Equipment (PTY) Ltd.
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South Africa
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SAMSAC Africa (Proprietary) Ltd.
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South Africa
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MSA Select Ltd.
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Zambia
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MSA (India) Limited
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India
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MSA del Peru S.A.C.
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Peru
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MSA (Aust.) Pty. Ltd.
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Australia
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MSA Middle East
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UAE branch office of Mine Safety
Appliances Company, LLC
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EYMSAL Safety Solutions Inc. LLC
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Egypt
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MSA Egypt LLC
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Egypt
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Mine Safety Funding Corp.
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Delaware
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MSA International Holdings B.V.
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Netherlands
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MSA Eurex B.V. (EU Trading Company)
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Netherlands
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Mine Safety Ireland
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Ireland
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MSA Safety Hungary Ltd.
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Hungary
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MSA Safety Sp: z.o.o.
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Poland
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MSA Gallet Holding
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France
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Name
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State or Other Jurisdiction of Incorporation
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MSA Gallet SAS
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France
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MSA Gallet Morocco
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Morocco
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MSA Safety Malaysia Sdn. Bhd.
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Malaysia
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MSA Middle East FZE
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UAE
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MSA Hong Kong Ltd.
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Hong Kong
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MSA (China) Safety Equipment Co., Ltd.
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China
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MSA (Suzhou) Safety Equipment R&D Co., Ltd.
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China
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Compañia MSA de Argentina S.A.
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Argentina
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MSA de Mexico Servicios S.A. de C. V.
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Mexico
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MSA Canada Inc.
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Canada
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MSA de Columbia S.A.S.
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Columbia
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MSA do Brasil Ltda.
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Brazil
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MSA (Britain) Ltd.
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United Kingdom
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MSA Japan Ltd.
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Japan
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MSA S.E. Asia Pte. Ltd.
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Singapore
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PT MSA Indonesia Ltd.
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Indonesia
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MSA (Thailand) Ltd.
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Thailand
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Mine Safety Fifty Ireland
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Ireland
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General Monitors Ireland Ltd
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Ireland
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General Monitors Systems, LLC
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Nevada
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Electrasem LLC
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California
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Gassonic A/S
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Denmark
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General Monitors Pacifica, Pte. Ltd.
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Singapore
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General Monitors Systems Asia Pte. Ltd.
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Singapore
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Safety Works, LLC
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Pennsylvania
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MSA AUER Service GmbH
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Germany
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MSA Safety, LLC
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Russia
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Name
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State or Other
Jurisdiction of
Incorporation
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General Monitors, Inc.
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California
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Compañia MSA de Argentina S.A.
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Argentina
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MSA (Aust.) Pty. Limited
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Australia
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MSA-Auer Vertriebs GmbH
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Austria
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MSA Belgium B.V.B.A
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Belgium
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MSA do Brasil Equipamentos e instrumentos de Seguranca Ltda.
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Brazil
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MSA Canada Inc.
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Canada
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MSA de Chile, Equipos de Seguridad Ltda.
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Chile
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MSA Suzhou Safety Equipment R&D Co., Ltd
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China
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MSA (Suzhou) Safety Equipment Research and Development Co., Ltd.
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China
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MSA International, Inc.
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Delaware
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MSA Gallet SAS
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France
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MSA Technologies and Enterprise Services GmbH
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France
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MSA Production France SAS
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France
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MSA Prouktion Deutschland GmbH
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Germany
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MSA Europe Holdings GmbH
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Germany
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MSA Auer GmbH
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Germany
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MSA Technologies and Enterprise Services GmbH
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Germany
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MSA Safety Services GmbH
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Germany
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MSA Safety Hungary Ltd.
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Hungary
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General Monitors Ireland Limited
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Ireland
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MSA Italia S.R.L.
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Italy
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MSA Japan Ltd.
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Japan
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MSA Safety Malaysia Snd Bhd
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Malaysia
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MSA de Mexico, S.A. de C.V.
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Mexico
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MSA Nederland, B.V.
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Netherlands
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MSA-Auer Polska Sp. z o.o.
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Poland
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MSA S.E. Asia Pte. Ltd.
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Singapore
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Samsac Holdings (Pty.) Limited
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South Africa
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MSA Spain, S.L.
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Spain
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Mine Safety Appliances, LLC
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Pennsylvania
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MSA Worldwide, LLC
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Pennsylvania
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MSA Advanced Detection, LLC
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Pennsylvania
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MSA Technology, LLC
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Pennsylvania
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MSA Innovation, LLC
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Pennsylvania
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MSA Safety Development, LLC
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Pennsylvania
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/s/ PricewaterhouseCoopers LLP
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Pittsburgh, Pennsylvania
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February 25, 2015
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/s/ W
ILLIAM
M. L
AMBERT
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William M. Lambert
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Chief Executive Officer
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/s/ Stacy P. McMahan
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Stacy P. McMahan
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Chief Financial Officer
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February 25, 2015
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/s/ W
ILLIAM
M. L
AMBERT
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William M. Lambert
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Chief Executive Officer
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/s/ STACY P. McMAHAN
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Stacy P. McMahan
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Chief Financial Officer
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