Form 10-K
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2008    Commission File No. 1-15579

 

 

MINE SAFETY APPLIANCES COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   25-0668780

(State or other jurisdiction of

incorporation or organization)

  (IRS Employer Identification No.)

121 Gamma Drive

RIDC Industrial Park

O’Hara Township

Pittsburgh, Pennsylvania

  15238
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 412-967-3000

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, no par value   New York Stock Exchange

 

 

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

 

        Large accelerated filer  x    Accelerated filer  ¨

        Non-accelerated filer  ¨

(Do not check if a smaller reporting company)

   Smaller reporting company  ¨

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

As of February 13, 2009, there were outstanding 35,784,480 shares of common stock, no par value, not including 2,378,462 shares held by the Mine Safety Appliances Company Stock Compensation Trust. The aggregate market value of voting stock held by non-affiliates as of June 30, 2008 was approximately $1.2 billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the May 12, 2009 Annual Meeting of Shareholders are incorporated by reference into Part III.

 

 

 


Table of Contents

Table of Contents

 

Item No.

         Page

Part I

     

1.

  

Business

   3

1A.

  

Risk Factors

   8

1B.

  

Unresolved Staff Comments

   12

2.

  

Properties

   13

3.

  

Legal Proceedings

   14

4.

  

Submission of Matters to a Vote of Security Holders

   15

Executive Officers of the Registrant

   15

Part II

     

5.

  

Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

   16

6.

  

Selected Financial Data

   18

7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   19

7A.

  

Quantitative and Qualitative Disclosures About Market Risk

   33

8.

  

Financial Statements and Supplementary Data

   34

9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   62

9A.

  

Controls and Procedures

   62

9B.

  

Other Information

   62

Part III

     

10.

  

Directors, Executive Officers and Corporate Governance

   63

11.

  

Executive Compensation

   63

12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   63

13.

  

Certain Relationships and Related Transactions, and Director Independence

   63

14.

  

Principal Accountant Fees and Services

   63

Part IV

     

15.

  

Exhibits and Financial Statement Schedules

   64

Signatures

   66

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, but are not limited to, those listed in this report under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable words. These statements are only predictions and are not guarantees of future performance. Therefore, actual events or results may differ materially from those expressed or forecasted in these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update publicly any of the forward-looking statements after the date of this report whether as a result of new information, future events or otherwise.

 

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PART I

Item 1. Business

OverviewMine Safety Appliances Company was incorporated in Pennsylvania in 1914. We are a global leader in the development, manufacture and supply of products that protect people’s health and safety. Our safety products typically integrate any combination of electronics, mechanical systems, and advanced materials to protect users against hazardous or life threatening situations. Our comprehensive line of safety products is used by workers around the world in the fire service, homeland security, construction, and other industries, as well as the military. Our broad product offering includes self-contained breathing apparatus, or SCBAs, gas masks, gas detection instruments, head protection, respirators, thermal imaging cameras, fall protection, and ballistic helmets and body armor. We also provide a broad offering of consumer and contractor safety products through retail channels.

We dedicate significant resources to research and development, which allows us to produce innovative safety products that are often first to market and exceed industry standards. Our global product development teams include cross-geographic and cross-functional members from various functional areas throughout the company, including research and development, marketing, sales, operations, and quality management. Our engineers and technical associates work closely with the safety industry’s leading standards-setting groups and trade associations, such as the National Institute for Occupational Safety and Health, or NIOSH, and the National Fire Protection Association, or NFPA, to develop industry product requirements and standards and to anticipate their impact on our product lines.

SegmentsWe tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. We believe that we best serve these customer preferences by organizing our business into three geographic segments: North America, Europe, and International. Segment information is presented in the note entitled “Segment Information” in Item 8—Financial Statements and Supplementary Data.

Because our financial statements are stated in U.S. dollars, currency fluctuations may affect our results of operations and financial position and may affect the comparability of our results between financial periods.

Principal ProductsWe manufacture and sell a comprehensive line of safety products to protect workers around the world in the fire service, homeland security, construction, and other industries, as well as the military. We also provide a broad offering of consumer and contractor safety products through retail channels. Our products protect people against a wide variety of hazardous or life-threatening situations. The following is a brief description of each of our principal product categories:

Respiratory protection. Respiratory protection products are used to protect against the harmful effects of contamination caused by dust, gases, fumes, volatile chemicals, sprays, micro-organisms, fibers, and other contaminants. We offer a broad and comprehensive line of respiratory protection products.

 

 

 

Self Contained Breathing Apparatus. SCBAs are used by first responders, petrochemical plant workers, and anyone entering an environment deemed immediately dangerous to life and health. SCBAs are also used by first responders to protect against exposure to chemical, biological, radiological, and nuclear, or CBRN, agents. In September 2007, our latest generation SCBA, the FireHawk®M7, was certified as meeting new rigorous performance requirements adopted by the NFPA. The FireHawk M7 Air Mask was the first device of its kind to be certified by the Safety Equipment Institute, or SEI, as NFPA compliant for both its breathing apparatus and Personal Alert Safety System, or PASS. The PASS device is an SCBA component that sounds a loud, piercing alarm when a firefighter becomes disabled or lies motionless for 30 seconds. The new NFPA standards also established higher benchmarks for electronics durability.

 

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Air-purifying respirators. Air-purifying respirators range from the simple, filtering types to powered full-facepiece versions for many hazardous applications, including:

 

   

full-face gas masks for military personnel and first responders exposed to known and unknown concentrations of hazardous gases, chemicals, vapors, and particulates;

 

   

half-mask respirators for industrial workers, painters, and construction workers exposed to known concentrations of gases, vapors, and particulates;

 

   

powered-air purifying respirators for industrial, hazmat, and remediation workers who have longer term exposures to hazards in their work environment; and

 

   

dust and pollen masks for maintenance workers, contractors, and at-home consumers exposed to nuisance dusts, allergens, and other particulates.

 

   

Gas masks. We have supplied gas masks to the U.S. military for several decades. The latest versions of these masks are currently in use by the U.S. military in Iraq, Afghanistan, and other parts of the world. Our commercial version of this gas mask, the Millennium, was developed based on the MCU-2/P, the gas mask currently used by the U.S. Air Force, and U.S. Navy.

 

   

Escape hoods. Our Response Escape Hood is used by law enforcement personnel, government workers, chemical and pharmaceutical workers, and anyone needing to escape from unknown concentrations of a chemical, biological or radiological release of toxic gases and vapors. The hood gives users head and upper neck coverage and respiratory protection to help them escape from threatening situations quickly and easily.

Portable and permanent gas detection instruments. Our hand-held and permanent instruments are used to detect the presence or absence of various gases in the air. These instruments can be either hand-held or permanently installed. Typical applications of these instruments include the detection of the lack of oxygen in confined spaces or the presence of combustible or toxic gases.

 

   

Single- and multi-gas hand-held detectors. Our single- and multi-gas detectors provide portable solutions for detecting the presence of oxygen, hydrogen sulfide, carbon monoxide, and combustible gas, either singularly or all four gases at once. Our hand-held portable instruments are used by chemical workers, oil and gas workers, utility workers entering confined spaces, or anywhere a user needs protection to continuously monitor the quality of the atmosphere they are working in and around.

 

 

 

Multi-point permanently installed gas detection systems. Our comprehensive line of gas monitoring systems is used to continuously monitor for combustible and toxic gases and oxygen deficiency in virtually any gas detection application where continuous monitoring is required. Our systems are used for gas detection in pulp and paper, refrigerant monitoring, petrochemical, and general industrial applications. One of our newest lines, the SafeSite® Multi-Threat Wireless Detection System, designed and developed for homeland security applications, combines the technologies and features from our line of permanent and portable gas detection offerings. The SafeSite System detects and communicates the presence of toxic industrial chemicals and chemical warfare agents. With up to 16 monitoring stations, wirelessly connected to a base station, the SafeSite System allows law enforcement officials to rapidly deploy and set up perimeter gas sensing sentinels that continuously monitor the air for toxic gases at large public events, in subways or at federal facilities, and continuously report their status to incident command.

 

   

Flame detectors and open-path infrared gas detectors. Our line of flame and combustible gas detectors is used for plant-wide monitoring of toxic gas concentrations and for detecting the presence of flames. These systems use infrared optics to detect potentially hazardous conditions across distances as far as 120 meters, making them suitable for use in such places as offshore oil rigs, storage vessels, refineries, pipelines, and ventilation ducts. First used in the oil and gas industry, our systems currently have broad applications in petrochemical facilities, the transportation industry, and in pharmaceutical production.

 

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Thermal imaging cameras. Our hand-held infrared thermal imaging cameras, or TICs, are used in the global fire service market. TICs detect sources of heat in order to locate downed firefighters and other people trapped inside burning or smoke-filled structures. TICs can also be used to identify “hot spots.” Our Evolution® 5200 and Evolution 5200 HD2 Thermal Imaging Cameras, combine the functionality and durability required by the fire service with features and performance capabilities not found in other small format TICs. The Evolution 5600 Thermal Imaging Camera provides high resolution and an extended high sensitivity operating range in a rugged, user-friendly and affordable design.

Head, eye, face, and hearing protection. Head, eye, face, and hearing protection is used in work environments where hazards present dangers such as dust, flying particles, metal fragments, chemicals, extreme glare, optical radiation, and items dropped from above.

 

   

Industrial hard hats. Our broad line of hard hats include full-brim hats and traditional hard hats, available in custom colors and with custom logos. These hard hats are used by plant, steel and construction workers, miners and welders.

 

   

Fire helmets. Our fire service products include leather, traditional, modern, and specialty helmets designed to satisfy the preferences of firefighters across geographic regions. Our CairnsHELMET is the number one helmet in the North American fire service market based on 2008 sales. Similarly, our Gallet firefighting helmet has a number one market position in Europe based on 2008 sales.

 

   

Military helmets and communication systems. The Advanced Combat Helmet, or ACH, is used by the military for ballistic head protection. The ACH was originally designed for the Special Forces of the U.S. military and has now been designated as the “basis of issue” by the U.S. Army. In recent years, military forces in Iraq and Afghanistan have trusted MSA’s battle-tested ACH and related Modular Integrated Communication Headset, or MICH™. MICH is a light weight and comfortable communication system that provides superior hearing protection as well as clear radio/intercom communications.

 

   

Eye, face, and hearing protection. We manufacture and sell a broad line of hearing protection products, non-prescription protective eyewear, and face shields, used in a variety of industries.

Body protection.

 

   

Fall protection. Our broad line of fall protection equipment includes confined space equipment, harnesses/fall arrest equipment, lanyards, and lifelines.

 

   

Ballistic body armor. Our MSA Paraclete Releasable Assault Vest and Releasable Modular Vest are used primarily by the U.S. military, including Special Forces Units. Our ForceField™ Body Armor line features concealable ballistic vests and over-the-uniform tactical vests designed primarily for law enforcement applications.

CustomersOur customers generally fall into three categories: industrial and military end-users, distributors, and retail consumers. In North America, we make nearly all of our non-military sales through our distributors. In our European and International segments, we make our sales through both indirect and direct sales channels. Our U.S. military customers, which are comprised of multiple U.S. government entities, including the Department of Defense, accounted for approximately 11% of our 2008 sales. The year-end backlog of orders under contracts with U.S. government agencies was $23.4 million in 2008, $35.1 million in 2007, and $33.1 million in 2006.

 

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Industrial and military end-usersExamples of the primary industrial and military end-users of our core products are listed below:

 

Products

  

Primary End-Users

Respiratory Protection

  

First Responders; General Industry Workers; Military Personnel

Gas Detection

  

Oil, Gas, Petrochemical and Chemical Workers; First Responders; Hazmat, and Confined Space Workers

Head, Eye and Face, and

Hearing Protection

  

Construction Workers and Contractors; First Responders; General Industry Workers; Military Personnel

Thermal Imaging Cameras

  

First Responders

Sales and DistributionOur sales and distribution team consists of distinct marketing, field sales and customer service organizations for our three geographic segments: North America, Europe, and International. We believe our sales and distribution team, totaling over 400 dedicated associates, is the largest in our industry. In most geographic areas, our field sales organizations work jointly with select distributors to call on end-users, educating them about hazards, exposure limits, safety requirements, and product applications, as well as specific performance requirements of our products. In our International segment and Eastern Europe where distributors are not well established, our sales associates work with and sell directly to end-users. Our development of relationships with end-users is critical to increasing the overall demand for our products.

The in-depth customer training and education provided by our sales associates to our customers are critical to ensure proper use of many of our products, such as SCBAs and gas detection instruments. As a result of our sales associates working closely with end-users, they gain valuable insight into customer preferences and needs. To better serve our customers and to ensure that our sales associates are among the most knowledgeable and professional in the industry, we place significant emphasis on training our sales associates with respect to product application, industry standards and regulations, sales skills and sales force automation.

We believe our sales and distribution strategy allows us to deliver a customer value proposition that differentiates our products and services from those of our competitors, resulting in increased customer loyalty and demand.

In areas where we use indirect selling, we promote, distribute, and service our products to general industry through select authorized national, regional, and local distributors. Some of our key distributors include Airgas, W.W. Grainger Inc., Fisher Safety, and Hagemeyer. In North America, we distribute fire service products primarily through specially trained local and regional distributors who provide advanced training and service capabilities to volunteer and paid municipal fire departments. In our European and International segments, we primarily sell to and service the fire service market directly. Because of our broad and diverse product line and our desire to reach as many markets and market segments as possible, we have over 4,000 authorized distributor locations worldwide.

We market consumer products under the MSA Safety Works brand through a dedicated sales and marketing force. We serve the retail consumer through various channels, including distributors, such as Orgill Bros., hardware and equipment rental outlets, such as United Rentals, and retail chains, such as The Home Depot and TrueValue.

CompetitionWe believe the worldwide personal protection equipment market, including the sophisticated safety products market in which we compete, generates annual sales in excess of $13.0 billion. The industry supplying this market is broad and highly fragmented with few participants able to offer a comprehensive line of safety products. Generally, global demand for safety products has been stable or growing because purchases of these products are non-discretionary since they protect workers in hazardous and life-threatening work environments and because their use is often mandated by government and industry regulations. Moreover, safety products industry revenues reflect the need to consistently replace many safety products that have limited life spans due to normal wear-and-tear or because they are one-time use products by design.

 

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The safety products market is highly competitive, with participants ranging in size from small companies focusing on a single type of personal protection equipment to a few large multinational corporations which manufacture and supply many types of sophisticated safety products. Our main competitors vary by region and product. We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, agency approvals, design and style), price, brand name recognition and service.

We believe we compete favorably within each of our operating segments as a result of our high quality and cost-efficient product offerings and strong brand trust and recognition.

Research and DevelopmentTo maintain our position at the forefront of safety equipment technology, we operate three sophisticated research and development facilities. We believe our dedication and commitment to innovation and research and development allow us to produce innovative safety products that are often first to market and exceed industry standards. In 2008, 2007, and 2006, on a global basis, we spent $35.0 million, $30.2 million, and $26.0 million, respectively, on research and development. Our engineering groups operate primarily in the United States and Germany, and to a lesser extent in France and Sweden. Our global product development teams include cross-geographic and cross-functional members from various areas throughout the company, including research and development, marketing, sales, operations, and quality management. These teams are responsible for setting product line strategy based on their understanding of the markets and the technologies, opportunities and challenges they foresee in each product area. We believe our team-based, cross-geographic and cross-functional approach to new product development is a source of competitive advantage. Our approach to the new product development process allows us to tailor our product offerings and product line strategies to satisfy distinct customer preferences and industry regulations that vary across our three geographic segments.

We believe another important aspect of our approach to new product development is that our engineers and technical associates work closely with the safety industry’s leading standards-setting groups and trade associations, such as the National Institute for Occupational Safety and Health, or NIOSH, and the National Fire Protection Association, or NFPA, to develop industry product requirements and standards and anticipate their impact on our product lines. For example, nearly every consensus standard-setting body around the world that impacts our product lines has one of our key managers as a voting member. Key members of our management team understand the impact that these standard-setting organizations have on our new product development pipeline and devote time and attention to anticipating a new standard’s impact on our sales and operating results. Because of our technological sophistication, commitment to and membership on global standard-setting bodies, resource dedication to research and development and unique approach to the new product development process, we believe we are well-positioned to anticipate and adapt to the needs of changing product standards and gain the approvals and certifications necessary to meet new government and multinational product regulations.

Patents and Intellectual PropertyWe own and have obtained licenses to significant intellectual property, including a number of domestic and foreign patents, patent applications and trademarks related to our products, processes and business. Although our intellectual property plays an important role in maintaining our competitive position in a number of markets that we serve, no single patent, or patent application, trademark or license is, in our opinion, of such value to us that our business would be materially affected by the expiration or termination thereof, other than the “MSA” trademark. Our patents expire at various times in the future not exceeding 20 years. Our general policy is to apply for patents on an ongoing basis in the United States and other countries, as appropriate, to perfect our patent development. In addition to our patents, we have also developed or acquired a substantial body of manufacturing know-how that we believe provides a significant competitive advantage over our competitors.

Raw Materials and SuppliersMany of the components of our products are formulated, machined, tooled, or molded in-house from raw materials. For example, we rely on integrated manufacturing capabilities for breathing apparatus, gas masks, ballistic helmets, hard hats, and circuit boards. The primary raw materials that we source from third parties include rubber, chemical filter media, eye and face protective lenses, air cylinders, certain metals, electronic components, and ballistic resistant and non-ballistic fabrics. We purchase these materials both domestically and internationally, and we believe our supply sources are both well established and

 

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reliable. We have close vendor relationship programs with the majority of our key raw material suppliers. Although we generally do not have long-term supply contracts, we have not experienced any significant problems in obtaining adequate raw materials.

AssociatesAt December 31, 2008, we had approximately 5,100 associates, approximately 2,800 of whom were employed by our European and International segments. None of our U.S. associates are subject to the provisions of a collective bargaining agreement. Some of our associates outside the United States are members of unions. We have not experienced a work stoppage in over 10 years and believe our relations with our associates are good.

Available InformationWe post the following filings on the Investor Relations page on our Web site at www.msanet.com as soon as reasonably practicable after they have been electronically filed with or furnished to the Securities and Exchange Commission: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings on our Investor Relations Web page are available to be viewed on this page free of charge. Information contained on our Web site is not part of this annual report on Form 10-K or our other filings with the Securities and Exchange Commission.

Item 1A. Risk Factors

The duration and severity of the current global economic downturn and disruptions in financial markets could materially and adversely affect our business, results of operations, and financial condition.

The recent deterioration of the general economic environment, distress in the financial markets and general uncertainty about the economy are having a significant negative impact on governments, businesses and consumers around the world. In addition, the impact of current economic conditions on the operations or liquidity of any party with whom we conduct business could adversely affect our business. If these conditions continue or worsen, we could experience declines in revenue, profitability and cash flow due to reduced orders, payment delays, supply chain disruptions or other factors caused by the economic challenges faced by our customers and suppliers. We are unsure of the duration and severity of this economic crisis. However, a protracted continuation or worsening of the global economic downturn or disruptions in the financial markets could have a material adverse effect on our business, results of operations and financial condition.

A reduction in the spending patterns of government agencies could materially and adversely affect our net sales, earnings and cash flow.

The demand for our products sold to the fire service market, the homeland security market, and to U.S. government agencies, including the Department of Defense, is, in large part, driven by available government funding. For example, the level of government funding in these markets increased significantly after the attacks of September 11, 2001, fueling the demand for many of our products such as SCBAs, gas masks, and Advanced Combat Helmets, and declined in 2005 and 2006, as government funding priorities changed. Approximately 11% of our net sales for the year ended December 31, 2008 were made directly to U.S. military customers. Government budgets are set annually and we cannot assure you that government funding will be sustained at the same level in the future. A significant reduction in available government funding in the future could materially and adversely affect our net sales, earnings and cash flow.

The markets in which we compete are highly competitive, and some of our competitors have greater financial and other resources than we do. The competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.

The safety products market is highly competitive, with participants ranging in size from small companies focusing on single types of safety products, to large multinational corporations that manufacture and supply

 

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many types of safety products. Our main competitors vary by region and product. We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, agency approvals, design and style), price, brand name trust and recognition, and customer service. Some of our competitors have greater financial and other resources than we do and our cash flows from operations could be adversely affected by competitors’ new product innovations, technological advances made to competing products and pricing changes made by us in response to competition from existing or new competitors. We may not be able to compete successfully against current and future competitors and the competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.

If we fail to introduce successful new products or extend our existing product lines, we may lose our market position and our financial performance may be materially and adversely affected.

In the safety products market, there are frequent introductions of new products and product line extensions. If we are unable to identify emerging consumer and technological trends, maintain and improve the competitiveness of our products and introduce new products, we may lose our market position, which could have a materially adverse effect on our business, financial condition and results of operations. Although we continue to invest significant resources in research and development and market research, continued product development and marketing efforts are subject to the risks inherent in the development of new products and product line extensions, including development delays, the failure of new products and product line extensions to achieve anticipated levels of market acceptance, and the cost of failed product introductions.

Product liability claims and our ability to collect related insurance receivables could have a materially adverse effect on our business, operating results, and financial condition.

We face an inherent business risk of exposure to product liability claims arising from the alleged failure of our products to prevent the types of personal injury or death against which they are designed to protect. Although we have not experienced any material uninsured losses due to product liability claims, it is possible that we could experience material losses in the future. In the event any of our products prove to be defective, we could be required to recall or redesign such products. In addition, we may voluntarily recall or redesign certain products that could potentially be harmful to end users. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant expense or adverse publicity against us, could have a materially adverse effect on our business, operating results, and financial condition.

In the normal course of business, we make payments to settle product liability claims and for related legal fees and record receivables for the amounts covered by insurance. Various factors could affect the timing and amount of recovery of insurance receivables, including: the outcome of negotiations with insurers, legal proceedings with respect to product liability insurance coverage, and the extent to which insurers may become insolvent in the future. Failure to recover amounts due from our insurance carriers could have a materially adverse effect on our business, operating results, and financial condition.

Our ability to market and sell our products is subject to existing regulations and standards. Changes in such regulations and standards or our failure to comply with them could materially and adversely affect our results of operations.

Most of our products are required to meet performance and test standards designed to protect the health and safety of people around the world. Our inability to comply with these standards may materially and adversely affect our results of operations. Changes in regulations could reduce the demand for our products or require us to reengineer our products, thereby creating opportunities for our competitors. Regulatory approvals for our products may be delayed or denied for a variety of reasons that are outside of our control. Additionally, market anticipation of significant new standards, such as the National Fire Protection Association (NFPA) standard for breathing apparatus which was recently promulgated and became effective August 31, 2007, can cause customers to accelerate or delay buying decisions.

 

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We have significant international operations, and we are subject to the risks of doing business in foreign countries.

We have business operations in over 30 foreign countries. In 2008, approximately 50% of our net sales were made by operations located outside the United States. Our international operations are subject to various political, economic, and other risks and uncertainties, which could adversely affect our business. These risks include the following:

 

   

currency exchange rate fluctuations;

 

   

unexpected changes in regulatory requirements;

 

   

changes in trade policy or tariff regulations;

 

   

changes in tax laws and regulations;

 

   

intellectual property protection difficulties;

 

   

difficulty in collecting accounts receivable;

 

   

complications in complying with a variety of foreign laws and regulations, some of which conflict with U.S. laws;

 

   

trade protection measures and price controls;

 

   

trade sanctions and embargos;

 

   

nationalization and expropriation;

 

   

increased international instability or potential instability of foreign governments;

 

   

the need to take extra security precautions for our international operations; and

 

   

costs and difficulties in managing culturally and geographically diverse international operations.

Any one or more of these risks could have a negative impact on the success of our international operations, and thereby materially and adversely affect our business as a whole.

Our future results are subject to availability of, and fluctuations in the costs of, purchased components and materials due to market demand, currency exchange risks, material shortages, and other factors.

We depend on various components and materials to manufacture our products. Although we have not experienced any difficulty in obtaining components and materials, it is possible that any of our supplier relationships could be terminated. Any sustained interruption in our receipt of adequate supplies could have a materially adverse effect on our business, results of operations and financial condition. We cannot assure you that we will be able to successfully manage price fluctuations due to market demand, currency risks or material shortages, or that future price fluctuations will not have a materially adverse effect on our business, results of operations and financial condition.

If we lose any of our key personnel or are unable to attract, train and retain qualified personnel, our ability to manage our business and continue our growth would be negatively impacted.

Our success depends in large part on the continued contributions of our key management, engineering, and sales and marketing personnel, many of whom are highly skilled and would be difficult to replace. Our success also depends on the abilities of new personnel to function effectively, both individually and as a group. If we are unable to attract, effectively integrate and retain management, engineering or sales and marketing personnel, then the execution of our growth strategy and our ability to react to changing market requirements may be impeded, and our business could suffer as a result. Competition for personnel is intense, and we cannot assure you that we will be successful in attracting and retaining qualified personnel. In addition, we do not currently maintain key person life insurance.

 

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We are subject to various environmental laws and any violation of these laws could adversely affect our results of operations.

We are subject to federal, state, and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, and the maintenance of a safe workplace. These laws impose penalties for noncompliance and liability for response costs and certain damages resulting from past and current spills, disposals, or other releases of hazardous materials. We could incur substantial costs as a result of noncompliance with or liability for cleanup pursuant to these environmental laws. We have identified several known and potential environmental liabilities, which we do not believe are material. Environmental laws have changed rapidly in recent years, and we may be subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted, these future laws could have a materially adverse effect on our results of operations.

Our inability to successfully identify, consummate and integrate future acquisitions, or to realize anticipated cost savings and other benefits could adversely affect our business.

One of our operating strategies is to selectively pursue acquisitions. Any future acquisitions will depend on our ability to identify suitable acquisition candidates and successfully consummate such acquisitions. Acquisitions involve a number of risks including:

 

   

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.

If we are unable to integrate or successfully manage businesses that we may acquire in the future, we may not realize anticipated cost savings, improved manufacturing efficiencies and increased revenue, which may result in materially adverse short- and long-term effects on our operating results, financial condition and liquidity. Even if we are able to integrate the operations of our acquired businesses into our operations, we may not realize the full benefits of the cost savings, revenue enhancements or other benefits that we may have expected at the time of acquisition. In addition, even if we achieve the expected benefits, we may not be able to achieve them within the anticipated time frame, and such benefits may be offset by costs incurred in integrating the acquired companies and increases in other expenses.

Because we derive a significant portion of our sales from the operations of our foreign subsidiaries, future currency exchange rate fluctuations may adversely affect our results of operations and financial condition, and may affect the comparability of our results between financial periods.

For the year ended December 31, 2008, the operations in our European and International segments accounted for approximately 47% of our net sales. The results of our foreign operations are reported in the local currency and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. The exchange rates between some of these currencies and the U.S. dollar have fluctuated significantly in recent years, and may continue to do so in the future. In addition, because our financial statements are stated in U.S. dollars, such fluctuations may affect our results of operations and financial position, and may affect the comparability of our results between financial periods. We cannot assure you that we will be able to effectively manage our exchange rate risks or that any volatility in currency exchange rates will not have a materially adverse effect on our results of operations and financial condition.

 

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Our continued success depends on our ability to protect our intellectual property. If we are unable to protect our intellectual property, our net sales could be materially and adversely affected.

Our success depends, in part, on our ability to obtain and enforce patents, maintain trade secret protection and operate without infringing on the proprietary rights of third parties. We have been issued patents and have registered trademarks with respect to many of our products, but our competitors could independently develop similar or superior products or technologies, duplicate any of our designs, trademarks, processes or other intellectual property or design around any processes or designs on which we have or may obtain patents or trademark protection. In addition, it is possible that third parties may have, or will acquire, licenses for patents or trademarks that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third party rights.

In addition to patent and trademark protection, we also protect trade secrets, know-how, and other confidential information against unauthorized use by others or disclosure by persons who have access to them, such as our employees, through contractual arrangements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our results of operations and financial condition could be materially and adversely affected.

Item 1B. Unresolved Staff Comments

None.

 

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Item 2. Properties

Our principal executive offices are located at 121 Gamma Drive, RIDC Industrial Park, O’Hara Township, Pittsburgh, Pennsylvania 15238 in a 93,000 square-foot building owned by us. We own or lease our primary facilities located in five states in the United States and in a number of other countries. We believe that all of our facilities, including the manufacturing facilities, are in good repair and in suitable condition for the purposes for which they are used.

The following table sets forth a list of our primary facilities:

 

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

St. Pauls, NC

 

Manufacturing

  144,000   Leased

Jacksonville, NC

 

Manufacturing

  107,000   Owned

Pittsburgh, PA

 

Office

  93,000   Owned

Evans City, PA

 

Manufacturing

  87,000   Leased

Pittsburgh, PA

 

Distribution

  81,000   Leased

Queretaro, Mexico

 

Office, Manufacturing and Distribution

  77,000   Leased

Cranberry Twp., PA

 

Research and Development

  68,000   Owned

Englewood, CO

 

Manufacturing

  41,000   Leased

Englewood, CO

 

Distribution

  15,000   Leased

Newport, VT

 

Manufacturing

  12,000   Leased

Bowling Green, KY

 

Office, Research and Development, and Manufacturing

  7,000   Leased

Toronto, Canada

 

Distribution

  5,000   Leased

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

Glasgow, Scotland

 

Office and Distribution

  25,000   Leased

Milan, Italy

 

Office and Distribution

  25,000   Owned

Mohammedia, Morocco

 

Manufacturing

  24,000   Owned

Vernamo, Sweden

 

Office, Research and Development, Manufacturing, and Distribution

  17,000   Leased

International

     

Suzhou, China

 

Office, Research and Development, Manufacturing, and Distribution

  168,000   Owned

Johannesburg, South Africa

 

Office, Manufacturing, and Distribution

  89,000   Leased

Sydney, Australia

 

Office, Manufacturing, and Distribution

  84,000   Owned

Sao Paulo, Brazil

 

Office, Manufacturing, and Distribution

  74,000   Owned

Wuxi, China

 

Office, Manufacturing, and Distribution

  38,000   Owned

Lima, Peru

 

Office and Distribution

  34,000   Owned

Rajarhat, India

 

Office and Distribution

  10,000   Leased

Buenos Aires, Argentina

 

Office and Distribution

  9,000   Owned

 

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Item 3. Legal Proceedings

We are subject to federal, state, and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, and the maintenance of a safe workplace. There are no current or expected legal proceedings or expenditures with respect to environmental matters that would materially affect our operations.

Various lawsuits and claims arising in the normal course of business are pending against us. These lawsuits are primarily product liability claims. We are presently named as a defendant in approximately 2,600 lawsuits, primarily involving respiratory protection products allegedly manufactured and sold by us. Collectively, these lawsuits represent a total of approximately 12,600 plaintiffs. Approximately 90% of these lawsuits involve plaintiffs alleging they suffer from silicosis, with the remainder alleging they suffer from other or combined injuries, including asbestosis. These lawsuits typically allege that these conditions resulted in part from respirators that were negligently designed or manufactured by us. Consistent with the experience of other companies involved in silica and asbestos-related litigation, in recent years there has been an increase in the number of asserted claims that could potentially involve us. We cannot determine our potential maximum liability for such claims, in part because the defendants in these lawsuits are often numerous, and the claims generally do not specify the amount of damages sought.

With some limited exceptions, we maintain insurance against product liability claims. We also maintain a reserve for uninsured product liability based on expected settlement charges for pending claims and an estimate of unreported claims derived from experience, sales volumes, and other relevant information. We evaluate our exposures on an ongoing basis and make adjustments to the reserve as appropriate. Based on information currently available, we believe that the disposition of matters that are pending will not have a materially adverse effect on our financial condition.

In the normal course of business, we make payments to settle product liability claims and for related legal fees and record receivables for the amounts covered by insurance. Various factors could affect the timing and amount of recovery of insurance receivables, including: the outcome of negotiations with insurers, legal proceedings with respect to product liability insurance coverage, and the extent to which insurers may become insolvent in the future.

We are currently involved in coverage litigation with Century Indemnity Company (Century). Century filed a lawsuit in the Superior Court of New Jersey seeking a declaration of Century’s obligations with respect to certain asbestos, silica and other claims under five insurance policies issued to us by Century. The New Jersey Superior Court issued an order granting our motion to dismiss this case on jurisdictional grounds. Century appealed that order and on February 26, 2008, the Appellate Division of the Superior Court of New Jersey affirmed the decision of the trial court dismissing the case. The decision of the appellate court was not appealed and the New Jersey action is concluded. We have sued Century in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging that Century breached the five insurance policies by failing to pay amounts owing to us. The Pennsylvania court has denied a motion by Century to stay or dismiss the Pennsylvania lawsuit in favor of the New Jersey action. The court also denied certain preliminary motions filed by both parties to narrow the issues in dispute. We filed a motion to compel discovery, which was granted by the court in October 2008, and Century has begun to comply with that order. It is expected that additional motions will be filed during discovery. We believe that Century’s refusal to indemnify us under the policies is wholly contrary to Pennsylvania law and we are vigorously pursuing the legal actions necessary to collect all amounts.

We regularly evaluate the collectibility of insurance receivables and record the amounts that we conclude are probable of collection based on our analysis of our various policies, pertinent case law interpreting comparable policies and our experience with similar claims. Receivables from insurance carriers totaled $60.6 million and $39.1 million at December 31, 2008 and 2007, respectively. Based upon our evaluation of applicable insurance coverage and the current status of the coverage litigation discussed in the preceding paragraph, we believe that the recorded balance is fully recoverable from carriers.

 

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Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the fourth quarter of 2008.

Executive Officers of the Registrant

The following sets forth the names and ages of our executive officers as of February 26, 2009, indicating all positions held during the past five years:

 

Name

   Age   

Title

William M. Lambert(a)

   50    President and Chief Executive Officer since May 2008.

Joseph A. Bigler(b)

   59    Vice President and President, MSA North America since May 2007.

Kerry M. Bove(c)

   50    Vice President, Global Operational Excellence since May 2007.

Rob Cañizares(d)

   59    Executive Vice President and President, MSA International since May 2007.

Ronald N. Herring, Jr.(e)

   48    Vice President, Global Product Leadership since May 2007.

Douglas K. McClaine(f)

   51    Vice President, Secretary and General Counsel since May 2005.

Stephen C. Plut(g)

   49    Vice President and Chief Information Officer since May 2005.

Paul R. Uhler(h)

   50    Vice President, Global Human Resources since May 2007.

Dennis L. Zeitler(i)

   60    Senior Vice President, Chief Financial Officer and Treasurer since June 2007.

 

(a) Prior to his present position, Mr. Lambert held the positions of President and Chief Operating Officer; Vice President and President, MSA North America; and Vice President and General Manager of the Safety Products Division.
(b) Prior to his present position, Mr. Bigler was Vice President, primarily responsible for North American Sales and Distribution.
(c) Prior to his present position, Mr. Bove was Vice President, primarily responsible for Global Manufacturing Operations and Materials Management.
(d) Prior to his present position, Mr. Cañizares was Vice President and President, MSA International.
(e) Prior to his present position, Mr. Herring held the positions of Vice President, primarily responsible for Global Marketing, Research and Engineering and Quality Assurance; and General Manager, Safety Products Division.
(f) Prior to his present position, Mr. McClaine was Secretary and General Counsel.
(g) Prior to his present position, Mr. Plut was Chief Information Officer.
(h) Prior to his present position, Mr. Uhler held the positions of Vice President, primarily responsible for North American Human Resources and Corporate Communications; Director of Human Resources and Corporate Communications; and Director of Operations, Safety Products Division.
(i) Prior to his present position, Mr. Zeitler was Vice President, Chief Financial Officer and Treasurer.

 

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PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol “MSA”. Stock price ranges and dividends declared were as follows:

 

     Price Range of Our
Common Stock
   Dividends
     High    Low   

Year ended December 31, 2007

        

First Quarter

   $ 43.71    $ 35.98    $ 0.18

Second Quarter

     44.49      39.67      0.22

Third Quarter

     60.64      41.13      0.22

Fourth Quarter

     56.94      42.84      0.22

Year ended December 31, 2008

        

First Quarter

   $ 52.37    $ 38.66    $ 0.22

Second Quarter

     42.50      35.20      0.24

Third Quarter

     41.61      30.47      0.24

Fourth Quarter

     38.84      18.86      0.24

On February 13, 2009, there were 409 registered holders of our shares of common stock.

The information appearing in Part III below regarding common stock issuable under our equity compensation plans is incorporated herein by reference.

Issuer Purchases of Equity Securities

 

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, 2008

   321    $ 38.12    —      1,803,712

November 1 - November 30, 2008

   —        —      —      1,991,829

December 1 - December 31, 2008

   —        —      —      2,036,814

On November 2, 2005, the Board of Directors authorized the purchase of up to $100 million of common stock from time-to-time in private transactions and on the open market. The share purchase program has no expiration date. The maximum shares that may yet be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price.

We do not have any other share purchase programs.

The October 2008 share purchases related to stock compensation transactions.

 

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Comparison of Five-Year Cumulative Total Return

Set forth below is a line graph and table comparing the cumulative total returns (assuming reinvestment of dividends) for the five years ended December 31, 2008 of $100 invested on December 31, 2003 in each of Mine Safety Appliances Company’s common stock, the Standard & Poor’s 500 Composite Index, and the Russell 2000 Index. Because our competitors are principally privately held concerns or subsidiaries or divisions of corporations engaged in multiple lines of business, we do not believe it feasible to construct a peer group comparison on an industry or line-of-business basis. The Russell 2000 Index, while including corporations both larger and smaller than MSA in terms of market capitalization, is composed of corporations with an average market capitalization similar to us.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Mine Safety Appliances Company, The S&P 500 Index

And The Russell 2000 Index

LOGO

 

     Value at December 31
     2003    2004    2005    2006    2007    2008

MSA

   $ 100.00    $ 193.47    $ 139.85    $ 144.06    $ 207.75    $ 98.34

S&P 500

     100.00      110.88      116.33      134.70      142.10      89.53

Russell 2000

     100.00      118.33      123.72      146.44      144.15      95.44

 

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Item 6. Selected Financial Data

The following selected financial data should be read in conjunction with our consolidated financial statements, including the respective notes thereto, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this annual report on Form 10-K.

 

     2008    2007     2006    2005    2004
     (In thousands, except as noted)

Statement of Income Data:

             

Net sales

   $ 1,134,282    $ 990,252     $ 913,714    $ 907,912    $ 852,509

Other income

     5,261      17,396       5,384      4,058      5,004

Cost of products sold

     701,679      616,203       568,410      558,921      518,174

Selling, general and administrative

     270,584      241,138       215,663      201,367      198,714

Research and development

     35,020      30,196       26,037      21,928      22,648

Restructuring and other charges

     3,936      4,142       6,981      —        —  

Interest

     8,923      9,913       6,228      5,484      3,845

Currency exchange losses (gains)

     6,943      (132 )     3,139      474      264

Provision for income taxes

     42,036      38,600       28,722      42,013      42,821

Net income

     70,422      67,588       63,918      81,783      71,047

Earnings per Share Data:

             

Basic per common share (in dollars)

   $ 1.98    $ 1.89     $ 1.76    $ 2.24    $ 1.91

Diluted per common share (in dollars)

     1.96      1.86       1.73      2.19      1.86

Dividends paid per common share (in dollars)

     .94      .84       .68      .52      .37

Weighted average common shares
outstanding—basic

     35,593      35,651       36,366      36,560      37,111

Balance Sheet Data:

             

Working capital

   $ 258,088    $ 287,861     $ 289,424    $ 246,367    $ 270,593

Working capital ratio

     2.2      2.4       3.3      2.9      3.1

Net property

     141,409      130,445       120,651      116,209      123,716

Total assets

     875,810      1,016,306       898,620      725,357      734,110

Long-term debt

     94,082      103,726       112,541      45,834      54,463

Common shareholders’ equity

     392,841      460,604       436,926      381,470      376,679

Equity per common share (in dollars)

     10.98      12.92       12.13      10.44      10.09

Note:

             

Cost of products sold, selling, general and administrative expenses, and research and development expenses include noncash pension income.

             

Noncash pension income, pre-tax

   $ 9,848    $ 4,535     $ 4,147    $ 6,104    $ 7,188

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this annual report on Form 10-K. This discussion may contain forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions, and projections about our industry, business, and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this annual report entitled “Forward-Looking Statements” and “Risk Factors.”

BUSINESS OVERVIEW

We are a global leader in the development, manufacture and supply of products that protect people’s health and safety. Our safety products typically integrate any combination of electronics, mechanical systems, and advanced materials to protect users against hazardous or life threatening situations. Our comprehensive lines of safety products are used by workers around the world in the fire service, homeland security, construction, and other industries, as well as the military.

We are committed to providing our customers with service unmatched in the safety industry and, in the process, enhancing our ability to provide a growing line of safety solutions for customers in key global markets. Four strategic imperatives drive us toward our goal of building customer loyalty by delivering exceptional levels of protection, quality, and value:

 

   

Achieve sustainable growth through product leadership;

 

   

Expand market penetration through exceptional customer focus;

 

   

Control costs and increase efficiency in asset utilization; and

 

   

Build the depth, breadth, and diversity of our global team.

We tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. We believe that we best serve these customer preferences by organizing our business into three geographic segments: North America, Europe, and International. Each segment includes a number of operating companies. In 2008, approximately 52%, 25%, and 23% of our net sales were made by our North American, European, and International segments, respectively.

North America. Our largest manufacturing and research and development facilities are located in the United States. We serve our North American markets with sales and distribution functions in the U.S., Canada, and Mexico.

Europe. Our European segment includes well-established companies in most Western European countries and more recently established operations in a number of Eastern European locations. Our largest European companies, based in Germany and France, develop, manufacture, and sell a wide variety of products. Operations in other European countries focus primarily on sales and distribution in their respective home country markets. While some of these companies may perform limited production, most of their sales are of products that are manufactured in our plants in Germany, France, and the U.S., or are purchased from third party vendors.

International. Our International segment includes operating entities located in Abu Dhabi, Argentina, Australia, Brazil, Columbia, Chile, China, Egypt, Hong Kong, India, Indonesia, Japan, Malaysia, Peru, Singapore, South Africa, Thailand, and Zambia, some of which are in developing regions of the world. Principal manufacturing operations are located in Australia, Brazil, South Africa, and China. These companies develop and manufacture products that are sold primarily in each company’s home country and regional markets. The other companies in the International segment focus primarily on sales and distribution in their respective home country markets. While some of these companies may perform limited production, most of their sales are of products that are manufactured in our plants in the U.S., Germany, and France, or are purchased from third party vendors.

 

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ACQUISITIONS

In December 2007, we acquired TecBOS GmbH of Halstenbek, Germany. TecBOS is a leading developer of software solutions for the fire service and other emergency planning organizations. We believe that this acquisition strengthens our presence in the European fire service and emergency responder market by adding complementary software solutions used for on-site management and reporting of major incidents such as fires, traffic accidents, industrial plant emergencies and public events.

In March 2007, we acquired Acceleron Technologies, LLC, a San Francisco-based developer of advanced technology suitable for personal locator devices. Acceleron has key patents and know-how in the area of compensated inertial navigation sensing as applied to personnel tracking. We believe that this technology is particularly well-suited for personal locator applications inside buildings where GPS is denied. The patented technology and know-how significantly increases data accuracy and minimizes the drift that can occur in conventional systems. We believe that the acquisition of this technology expedites the development of much needed and more reliable systems for use in first responder and soldier location applications.

In March 2007, we acquired the outstanding shares of MSA (India) Limited that were previously held by our joint venture partner. As a wholly-owned subsidiary under MSA management, we believe that we are better positioned to take advantage of opportunities in the large and growing Indian market.

In September 2006, we acquired Paraclete Armor and Equipment, Inc. of St. Pauls, North Carolina. Paraclete is an innovator and developer of advanced ballistic body armor used by military personnel, including Special Forces units of the U.S. military. We believe that the acquisition of Paraclete strategically positions us to provide a broad range of ballistic protective equipment to both the military and law enforcement markets.

In January 2006, we took steps to ensure our compliance with South African Black Economic Empowerment (BEE) requirements by forming a new South African holding company in which Mineworkers Investment Company of Johannesburg, South Africa holds a 25.1% ownership interest. Compliance with BEE, a South African government program similar to Affirmative Action in the United States, is key to achieving meaningful growth in South Africa, particularly in the mining industry. At the same time, we acquired Select Personal Protective Equipment (Select PPE) of South Africa, an established supplier of multi-brand safety equipment and solutions to the South African mining industry. Our existing South African company, MSA Africa, and Select PPE are operating independently under the newly-established South African holding company. We believe that our new South African operating structure significantly improves our market presence and expertise in serving the mining industry and provides significant growth opportunities in the region.

RESULTS OF OPERATIONS

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Net sales. Net sales for the year ended December 31, 2008 were $1,134.3 million, an increase of $144.0 million, or 15%, from $990.3 million for the year ended December 31, 2007.

 

     2008    2007    Dollar
Increase
   Percent
Increase
 
     (In millions)            

North America

   $ 596.3    $ 515.1    $ 81.2    16 %

Europe

     280.6      238.3      42.3    18  

International

     257.4      236.8      20.6    9  

Net sales of our North American segment were $596.3 million for the year ended December 31, 2008, an increase of $81.2 million, or 16%, compared to $515.1 million for the year ended December 31, 2007. Shipments of Self-Contained Breathing Apparatus (SCBA) improved $68.8 million during the current year. Higher SCBA sales during 2008 included $54.1 million in shipments of our Firehawk®M7 Responder to the U.S. Air Force.

 

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The remainder of the increase in SCBA sales was largely due to higher first quarter 2008 shipments on customer orders that had been delayed during the second half of 2007 as manufacturers and the fire service market made the transition to a new National Fire Protection Association (NFPA) standard for SCBAs. Higher sales of Advanced Combat Helmets to the U.S. Army and CG634 helmets to the Canadian Forces, up $11.8 million and $14.2 million, respectively, in the current year, were partially offset by a $4.4 million decrease in shipments of other ballistic protection. Instrument sales were $6.2 million higher in the current year, primarily due to strong shipments of our new Altair® multigas detectors to the oil and gas industry. Sales of head protection, primarily to the construction industry, improved $3.3 million in the current year. Shipments of gas masks, Chemox breathing apparatus, and communication devices were down $9.6 million, $7.2 million, and $4.2 million, respectively, reflecting the completion of certain U.S. and Canadian military orders.

Net sales of our European segment were $280.6 million for the year ended December 31, 2008, an increase of $42.3 million, or 18%, from $238.3 million for the year ended December 31, 2007. Approximately half of the increase in European sales, when stated in U.S. dollars, was due to the favorable currency translation effects of the stronger euro. Higher local currency sales in Europe during 2008 reflect a $13.6 million increase in shipments of ballistic helmets and vests to law enforcement agencies and the military in France. The remainder of the improvement in European segment sales was primarily due to stronger shipments of SCBAs in Germany and Eastern Europe.

Net sales of our International segment were $257.4 million for the year ended December 31, 2008, an increase of $20.6 million, or 9%, compared to $236.8 million for the year ended December 31, 2007. The sales increase was primarily in Africa and Latin America, where local currency sales were up $12.1 million and $12.7 million, respectively. Higher sales in Africa and Latin America reflect our strategic focus on these markets, particularly with customers in the mining industry. International segment sales for the year ended December 31, 2007 benefited from a one-time $4.8 million shipment of ballistic vests to the Iraq Joint Contracting Command. Currency translation effects on 2008 International segment sales, when stated in U.S. dollars, were not significant.

Cost of products sold. Cost of products sold was $701.7 million for the year ended December 31, 2008, an increase of $85.5 million, or 14%, from $616.2 million for the year ended December 31, 2007.

Cost of products sold and operating expenses include net periodic pension benefit costs and credits. Pension credits, combined with pension costs, resulted in net pension credits for the year ended December 31, 2008 of $9.8 million, of which credits of approximately $7.2 million, $1.4 million, and $1.2 million were included in cost of products sold, selling, general and administrative expenses, and research and development expenses, respectively. Pension credits, combined with pension costs, resulted in net pension credits for the year ended December 31, 2007 of $4.5 million, of which credits of approximately $5.4 million and $0.8 million were included in cost of products sold and research and development expenses, respectively, and charges of $1.7 million in selling, general and administrative expenses. Future net pension credits can be volatile depending on the future performance of plan assets, changes in actuarial assumptions regarding such factors as the selection of discount rates and rates of return on plan assets, changes in the amortization levels of actuarial gains and losses, plan amendments affecting benefit pay-out levels, and profile changes in the participant populations being valued. Changes in any of these factors could cause net pension credits to change. To the extent net pension credits decline in the future, our net income would be adversely affected.

Gross profit. Gross profit for the year ended December 31, 2008 was $432.6 million, an increase of $58.6 million, or 16%, from $374.0 million for the year ended December 31, 2007. The ratio of gross profit to sales was 38.1% in 2008 compared to 37.8% in 2007.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2008 were $270.6 million, an increase of $29.5 million, or 12%, from $241.1 million for the year ended December 31, 2007. Selling, general and administrative expenses were 23.9% of sales in 2008 compared to 24.4% of sales in 2007. Local currency selling, general and administrative expenses in the European

 

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and International segments were up $21.7 million during the year ended December 31, 2008, reflecting our increased focus on global initiatives and the higher selling and marketing expenses required to sustain our growth in these markets. North American segment selling, general and administrative expenses were up $2.0 million, primarily due to the increased selling and marketing expenses required to support higher sales levels. Currency exchange effects increased selling, general and administrative expenses, when stated in U.S. dollars, by $5.3 million, primarily due to the stronger euro.

Research and development expenses. Research and development expenses were $35.0 million for the year ended December 31, 2008, an increase of $4.8 million, or 16%, from $30.2 million for the year ended December 31, 2007. The increase occurred in the United States and Germany and reflects our continued focus on developing innovative new products.

Depreciation and amortization expense. Depreciation and amortization expense, which is reported in cost of sales, selling, general and administrative expenses, and research and development expenses, was $27.6 million for the year ended December 31, 2008, an increase of $3.2 million, or 13%, from $24.4 million for the year ended December 31, 2007. The increase was primarily related to depreciation on production and computer equipment and amortization of intangible assets in North America.

Restructuring and other charges. Restructuring and other charges were $3.9 million for the year ended December 31, 2008, compared to $4.1 million for the year ended December 31, 2007.

For the year ended December 31, 2008, North American segment charges of $3.2 million were primarily stay bonuses and other costs associated with our Project Magellan initiative to outsource or transfer certain production activities from our Evans City, Pennsylvania plant. International segment charges of $0.7 million were for severance costs related to staff reductions in Japan and India.

For the year ended December 31, 2007, North American segment charges of $2.5 million were primarily severance costs and moving expenses associated with our Project Magellan initiative to move fire helmet manufacturing from Clifton, New Jersey to Jacksonville, North Carolina and to move our Mexican manufacturing operations to Queretaro, Mexico. Charges of $1.6 million were for severance costs associated with the reorganization of our management team and workforce reductions in the European and International segments.

Interest expense. Interest expense for the year ended December 31, 2008 was $8.9 million, a decrease of $1.0 million, or 10%, from $9.9 million for the year ended December 31, 2007. The decrease was primarily due to lower interest rates in the current year and a scheduled reduction in long-term debt.

Currency exchange adjustments. During the year ended December 31, 2008, we recorded currency exchange losses of $6.9 million compared to gains of $0.1 million for the year ended December 31, 2007. Currency exchange losses during 2008 were primarily unrealized, and related mainly to the effects of a weaker Australian dollar and Mexican peso on inter-company balances and losses on Canadian dollar trade receivables.

Other income. Other income for the year ended December 31, 2008 was $5.3 million, a decrease of $12.1 million, from $17.4 million in 2007. Other income for the year ended December 31, 2007 included gains of $10.6 million on the sale of 83 acres of land in our Cranberry Woods office park and $1.9 million on the sale of property in Clifton, New Jersey.

Income tax provision. Our effective tax rate for the year ended December 31, 2008 was 37.4% compared to 36.4% for the year ended December 31, 2007. The higher effective tax rate in 2008 was primarily due to proportionately higher earnings in high tax jurisdictions.

We have not provided deferred U.S. income taxes on undistributed earnings of non-U.S. subsidiaries, which amounted to $184.2 million as of December 31, 2008. These earnings are considered to be reinvested for an indefinite period of time. It is not practicable to determine the deferred tax liability on these undistributed earnings.

 

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On January 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48). Upon the adoption of FIN 48, we recognized a gross increase in the tax liability for unrecognized tax benefits of $5.7 million. Prior to the adoption of FIN 48, we had recognized $1.4 million in unrecognized tax benefits. The gross increase in the tax liability upon the adoption of FIN 48 created additional tax benefits of $1.8 million, resulting in a net increase in the liability for unrecognized tax benefits of $3.9 million, which was accounted for as a reduction in retained earnings at January 1, 2007. These adjustments, if recognized in the provision for income taxes, would have increased our effective income tax rate.

A reconciliation of the change in the tax liability for unrecognized tax benefits for the years ended December 31, 2008 and 2007 is as follows:

 

     2008     2007  
     (In thousands)  

Beginning balance

   $ 5,728     $ 7,083  

Additions for tax positions related to the current year

     317       470  

Additions (subtractions) for tax positions related to prior years

     (211 )     582  

Statute expiration

     (645 )     —    

Settlements

     (189 )     (2,407 )
                

Ending balance

     5,000       5,728  
                

The total amount of unrecognized tax benefits, if recognized, would reduce our future effective tax rate. We have recognized tax benefits associated with these liabilities of $3.5 million and $2.2 million at December 31, 2008 and December 31, 2007, respectively.

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. As a result of the adoption of FIN 48, we recognized a $0.9 million increase in the liability for accrued interest and penalties related to uncertain tax positions, which were also accounted for as a reduction of retained earnings at January 1, 2007. As a result of settlements, we reversed $0.2 million and $0.5 million of accrued interest and penalties related to uncertain tax positions during 2008 and 2007, respectively. Our liability for accrued interest and penalties related to uncertain tax positions was $0.2 million at December 31, 2008.

We do not expect that the total amount of the unrecognized tax benefit will significantly increase or decrease within 12 months of the reporting date.

We file a U.S. federal income tax return along with various state and foreign income tax returns. Examinations of our federal returns have been completed through 2004. We also file in various state and foreign jurisdictions that may be subject to tax audits after 2003.

Net income. Net income for the year ended December 31, 2008 was $70.4 million, an increase of $2.8 million, or 4%, from net income for the year ended December 31, 2007 of $67.6 million. Net income for the year ended December 31, 2007 included after-tax gains totaling $7.7 million on the sale of Cranberry Woods and Clifton, New Jersey property. Excluding these gains, net income increased $10.5 million, or 18%. Basic earnings per share of common stock was $1.98 in 2008 compared to $1.89 in 2007.

North American segment net income for the year ended December 31, 2008 was $51.9 million, an increase of $3.8 million, or 8%, from $48.1 million for the year ended December 31, 2007. North American segment net income for the year ended December 31, 2007 included the previously-discussed after-tax gain of $7.7 million on the sales of Cranberry Woods and Clifton, New Jersey property. Excluding these gains, North American segment net income improved $11.5 million, or 28%, primarily due to the previously-discussed increase in sales.

 

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European segment net income for the year ended December 31, 2008 was $7.3 million, an increase of $0.5 million, or 6%, from $6.8 million for the year ended December 31, 2007. The improvement reflects the previously-discussed increase in sales, substantially offset by higher selling and research and development expenses.

International segment net income for the year ended December 31, 2008 was $14.8 million, an increase of $0.4 million, or 2%, from $14.4 million for the year ended December 31, 2007. The increase in International segment net income was primarily related to the previously-discussed sales growth, substantially offset by higher selling expenses.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Net sales. Net sales for the year ended December 31, 2007 were $990.3 million, an increase of $76.6 million, or 8%, from $913.7 million for the year ended December 31, 2006.

 

     2007    2006    Dollar
Increase
   Percent
Increase
 
     (In millions)            

North America

   $ 515.1    $ 503.4    $ 11.7    2 %

Europe

     238.3      219.2      19.1    9  

International

     236.8      191.1      45.7    24  

Net sales of our North American segment were $515.1 million for the year ended December 31, 2007, an increase of $11.7 million, or 2%, compared to $503.4 million for the year ended December 31, 2006. North American sales of ballistic vests, including those made by Paraclete, improved $7.1 million in 2007. Shipments of Advanced Combat Helmets and gas masks to the military were up $6.8 million and $6.1 million, respectively. Our sales of fall protection and head protection improved approximately $4.3 million and $6.5 million, respectively, on increased demand in construction and industrial markets. These sales improvements were partially offset by a $4.5 million decrease in instrument shipments, primarily due to lower sales of the SAFESITE monitoring system for the homeland security market, and a $15.7 million decrease in SCBA shipments, primarily due to lower demand from the U.S. fire service market as customers waited for the implementation of the new NFPA standards that all manufacturers had to meet by August 31, 2007. In early September, our next-generation breathing apparatus for firefighters, the FireHawk® M7 Air Mask, was the first device to be certified by the Safety Equipment Institute as compliant to both the new NFPA standards covering breathing apparatus performance and Personal Alert Systems (PASS) performance.

Net sales by European operations were $238.3 million for the year ended December 31, 2007, an increase of $19.1 million, or 9%, from $219.2 million for the year ended December 31, 2006. The increase in European sales, when stated in U.S. dollars, includes favorable currency translation effects of $20.7 million, primarily due to a stronger euro in the current year. Local currency sales in Europe for the year ended December 31, 2007 were $1.6 million lower than in the prior year, primarily due to lower fourth quarter shipments in Eastern Europe. In 2006, European segment sales benefited from $8.8 million in shipments of chemical suits to the Slovakian Army and strong shipments of gas masks and self-rescuer canisters to the German Army. The absence of similar orders in 2007 was largely offset by sales improvements in most Western European markets.

Net sales by International operations were $236.8 million for the year ended December 31, 2007, an increase of $45.7 million, or 24%, compared to $191.1 million for the year ended December 31, 2006. The increase reflects local currency sales growth in nearly all International segment markets. In South Africa, local currency sales were up $11.4 million, primarily due to growth in business with the mining industry. Local currency sales in China were up $5.9 million, including a large shipment of breathing apparatus to the Beijing Fire Bureau. Local currency sales in Latin America improved $8.5 million, with strong growth in all markets. The International segment sales increase includes a $4.8 million shipment of ballistic vests to the Iraq Joint

 

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Contracting Command. The increase in International segment sales, when stated in U.S. dollars, includes favorable currency translation effects of $7.5 million, primarily due to a stronger Australian dollar and Brazilian real, partially offset by a weaker South African rand.

Cost of products sold. Cost of products sold was $616.2 million for the year ended December 31, 2007, an increase of $47.8 million, or 8%, from $568.4 million for the year ended December 31, 2006.

Cost of products sold and operating expenses include net periodic pension benefit costs and credits. Pension credits, combined with pension costs, resulted in net pension credits for the year ended December 31, 2007 of $4.5 million, of which credits of approximately $5.4 million and $0.8 million were included in cost of products sold and research and development expenses, respectively, and charges of $1.7 million in selling, general and administrative expenses. Excluding $4.8 million in special termination benefits, which were reported in restructuring and other charges, net pension credits for the year ended December 31, 2006 were $4.1 million, of which credits of approximately $4.6 million and $0.7 million were included in cost of products sold and research and development expenses, respectively, and charges of $1.2 million in selling, general and administrative expenses.

Gross profit. Gross profit for the year ended December 31, 2007 was $374.0 million, an increase of $28.7 million, or 8%, from $345.3 million for the year ended December 31, 2006. The ratio of gross profit to sales was steady at 37.8% in both 2007 and 2006.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2007 were $241.1 million, an increase of $25.4 million, or 12%, from $215.7 million for the year ended December 31, 2006. Selling, general and administrative expenses were 24.4% of sales in 2007 compared to 23.6% of sales in 2006. Local currency selling, general and administrative expenses in the European and International segments were up $2.5 million and $9.9 million, respectively. These increases reflect our ongoing efforts to increase sales in European markets, as well as our continued expansion in China, Southeast Asia, and South Africa. North American segment selling, general and administrative expenses increased $3.8 million, including an increase of $2.4 million in insurance and product liability expense, which was based on the results of our annual actuarial study. Currency exchange effects increased selling, general and administrative expenses, when stated in U.S. dollars, by $7.5 million, primarily due to a stronger euro.

Research and development expenses. Research and development expenses were $30.2 million for the year ended December 31, 2007, an increase of $4.2 million, or 16%, from $26.0 million for the year ended December 31, 2006. Research and development expenses were up $3.3 million in North America, reflecting our continued focus on developing innovative new products. The remainder of the increase occurred in the European segment and was primarily related to the translation effects of a stronger euro.

Depreciation and amortization expense. Depreciation and amortization expense, which is reported in cost of sales, selling, general and administrative expenses, and research and development expenses, was $24.4 million for the year ended December 31, 2007, an increase of $2.3 million, or 10%, from $22.1 million for the year ended December 31, 2006. Amortization of intangible assets increased $0.9 million in the current year. Currency exchange effects increased depreciation and amortization expense, when stated in U.S. dollars, by $0.6 million, primarily due to a stronger euro.

Restructuring and other charges. Restructuring and other charges were $4.1 million for the year ended December 31, 2007, compared to $7.0 million for the year ended December 31, 2006.

For the year ended December 31, 2007, these charges were primarily related to reorganization activities. North American segment charges of $2.5 million were primarily severance costs and moving expenses associated with our Project Magellan initiative to move fire helmet manufacturing from Clifton, New Jersey to Jacksonville, North Carolina and to move our Mexican manufacturing operations to a new factory in Queretaro, Mexico. European segment charges of $1.1 million were primarily severance costs associated with the reorganization of our management team. International segment charges of $0.5 million relate to severance costs associated with the workforce reductions in Brazil and Australia.

 

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Charges during the year ended December 31, 2006 were primarily related to the North American segment Project Outlook reorganization plan that was completed that year. A significant portion of the charges were for a focused voluntary retirement incentive program (VRIP). In 2006 approximately 60 associates retired under the terms of the VRIP. Project Outlook charges for the year ended December 31, 2006, included $5.3 million for VRIP retirees, primarily non-cash special termination benefits, $0.7 million in severance costs related to other staff reductions, and $0.5 million to relocate various employee work groups within the new organizational structure. The remaining $0.5 million of charges in 2006 were for severance costs related to discontinuing manufacturing operations in Britain.

Interest expense. Interest expense for the year ended December 31, 2007 was $9.9 million, an increase of $3.7 million, or 59%, from $6.2 million for the year ended December 31, 2006. The increase was primarily due to higher short-term debt during the current year.

Currency exchange adjustments. During the year ended December 31, 2007, we recorded currency exchange gains of $0.1 million compared to losses of $3.1 million for the year ended December 31, 2006. Currency exchange losses during 2006 were primarily due to the weakening of the South African rand.

Other income. Other income for the year ended December 31, 2007 was $17.4 million, an increase of $12.0 million, from $5.4 million in 2006. The increase was primarily due to the gains on two property sales that we made in 2007. In July 2007, we sold 83 acres of land in our Cranberry Woods office park to Wells Real Estate Investment Trust II—Cranberry Woods Development, Inc. for $14.6 million. This sale resulted in a gain of $10.6 million. In December 2007, we sold property in Clifton, New Jersey for a gain of $1.9 million.

Income tax provision. Our effective tax rate for the year ended December 31, 2007 was 36.4% compared to 31.0% for the year end December 31, 2006. The provision for income taxes for the year ended December 31, 2007 includes one-time charges of $1.6 million to adjust our net deferred tax assets in Germany due to a reduction in the German statutory income tax rate and $1.3 million for valuation allowances on net operating loss carry-forward deferred tax assets recorded in prior years. In August 2007, the German statutory tax rate was reduced by approximately 9%. The lower rate became effective January 1, 2008. The provision for income taxes for the year ended December 31, 2006 included one-time benefits $1.2 million and of $0.8 million related to adjustments to prior year extra-territorial income exclusions and research and development credits, respectively. Excluding these one-time adjustments, the effective tax rate for the year ended December 31, 2007 was 33.6% compared to 33.2% for 2006. The effective tax rate, excluding the one-time adjustments discussed above, was lower than the statutory rate primarily due to the manufacturing deduction, research and development credits, and non-U.S. income.

Net income. Net income for the year ended December 31, 2007 was $67.6 million, an increase of $3.7 million, or 6%, from net income for the year ended December 31, 2006 of $63.9 million. Basic earnings per share of common stock was $1.89 in 2007 compared to $1.76 in 2006.

North American segment net income for the year ended December 31, 2007 was $48.1 million, an increase of $5.4 million, or 13%, from $42.7 million for the year ended December 31, 2006. The increase was primarily related to the previously-discussed gain on the sale of Cranberry Woods property.

European segment net income for the year ended December 31, 2007 was $6.8 million, a decrease of $2.1 million, or 23%, from $8.9 million for the year ended December 31, 2006. The decrease was primarily related to the previously-discussed one-time charge of $1.6 million to adjust our net deferred tax assets in Germany due to a reduction in the German statutory income tax rate and severance costs of $0.8 million after-tax associated with the reorganization of our European management team.

International segment net income for the year ended December 31, 2007 was $14.4 million, an increase of $1.3 million, or 10%, from $13.1 million for the year ended December 31, 2006. The improvement in International segment net income was primarily related to the previously-discussed sales growth, partially offset by $1.3 million in income tax valuation allowances.

 

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LIQUIDITY AND CAPITAL RESOURCES

Our main source of liquidity is operating cash flows, supplemented by borrowings to fund significant transactions. Our principal liquidity requirements are for working capital, capital expenditures, acquisitions, and principal and interest payments on debt. We believe that our financial strength has been evident during the growing crisis in the financial markets and the global economy. Our long-term debt is primarily at fixed interest rates with manageable repayment schedules through 2022. We have approximately $50.0 million in unused short-term bank lines of credit at competitive interest rates. All of our long-term borrowings and substantially all of our short-term borrowings originate in the U.S., which has limited our exposure to non-U.S. credit markets and to currency exchange rate fluctuations. In addition, we are pursuing actions to increase our available credit and to improve our cash flow during this period of economic uncertainty. These actions include a focus on reducing our working capital investment, selective staffing reductions, a salary and hiring freeze in the U.S and Canada, lower salary increases than in prior years for international employees, and numerous cost reduction measures. We have significantly reduced our capital expenditure plans, but will continue to invest in critical capital projects, such as our new Chinese and Mexican factories.

Cash and cash equivalents decreased $24.1 million during 2008 compared to increasing $13.7 million during 2007.

Operating activities provided cash of $59.8 million in 2008, an increase of $18.5 million, or 45%, compared to providing $41.3 million in 2007. Higher cash provided by operations in 2008 was primarily due to a significant improvement in non-cash adjustments, largely related to gains on the sale of property. This favorable impact was partially offset by a $2.2 million unfavorable change associated with working capital. Trade receivables were $198.6 million at December 31, 2008 compared to $205.7 million at December 31, 2007. LIFO inventories were $159.4 million at December 31, 2008 compared to $155.3 million at December 31, 2007. On a FIFO basis, inventories measured against cost of products sold turned 3.4 times in 2008 and 3.1 times in 2007. The $7.1 million decrease in trade receivables reflects a $14.0 million reduction due to currency translation effects, partially offset by a $6.9 million increase in local currency receivables. The $4.1 million increase in inventories reflects a $19.5 million increase in local currency inventories, substantially offset by a $15.4 million reduction due to currency translation effects. The $10.7 million increase in prepaids and other current assets during 2008 was primarily due to an increase in income taxes receivable. The increase in other non-current assets and liabilities during 2008 of $25.4 million was due primarily to an increase in receivables due from insurance carriers.

Our investing activities used cash of $44.4 million in 2008, compared with using $22.0 million in 2007. During 2008 and 2007, we used cash of $44.5 million and $32.9 million, respectively, for property additions. Higher capital spending in 2008 includes costs associated with the construction of our new facility in Suzhou, China, as well as major building improvement projects in Brazil and Australia. Property disposals provided cash of $2.2 million and $18.4 million during 2008 and 2007, respectively. During 2007, we received net cash of $13.9 million related to our sale of Cranberry Woods property. Acquisitions and other investing activities during 2008 and 2007 used cash of $2.1 million and $7.5 million, respectively. Cash used for acquisitions and other investing activities in 2008 was primarily for additional consideration related to the acquisition of Acceleron Technologies LLC. In 2007, we used cash of $5.7 million for the acquisition of Acceleron, $1.1 million to acquire the outstanding shares of MSA (India) Limited that were previously held by our joint venture partner, and $0.7 million to acquire TecBOS GmbH.

Financing activities used cash of $36.6 million in 2008 compared to using cash of $9.8 million in 2007. During 2008, we made dividend payments of $33.7 million compared to $30.1 million in 2007. Dividends paid on our common stock during 2008 (our 91st consecutive year of dividend payment) were $0.94 per share. Dividends paid on our common stock in 2007 and 2006 were $0.84 and $0.68, per share, respectively. During 2008 and 2007, we used cash of $1.0 million and $25.5 million, respectively, to purchase treasury shares. Our

 

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short-term borrowings increased $6.4 million during 2008 compared to increasing $44.2 million in 2007. Proceeds from short-term borrowings in 2007 were used primarily to finance treasury share purchases and acquisitions.

In 2004, we entered into an eight year interest rate swap agreement. The notional amount of the swap was $20.0 million at December 31, 2007 and $16.0 million at December 31, 2008. Under the terms of the agreement, we receive a fixed interest rate of 8.39% and pay a floating interest rate based on LIBOR. The interest rate swap has been designated as a fair value hedge of a portion of our fixed rate 8.39% Senior Notes. The fair value of the interest rate swap at December 31, 2008, has been recorded as an asset of $0.6 million that is included in other noncurrent assets, with an offsetting increase in the carrying value of the long-term debt.

The difference between the fixed rate amounts received and the variable rate amount did not have a significant effect on interest expense during 2008 and increased interest expense by $0.4 million during 2007.

Long-term debt, including the current portion at December 31, 2008 was $104.8 million, or 21% of total capital. For purposes of this calculation, total capital is defined as long-term debt plus the current portion of long-term debt and shareholders’ equity.

Our long-term debt obligations at December 31, 2008 and 2007 were as follows:

 

     2008    2007
     (In thousands)

U.S.

     

Industrial development debt issues payable through 2022, 2.12%

   $ 6,750    $ 6,750

Senior Notes payable through 2012, 8.39%

     32,574      39,826

Senior Notes payable through 2021, 5.41%

     60,000      60,000

Notes payable through 2011, net of unamortized discount of $492 and $850

     5,508      7,150

International

     

Various notes payable through 2008, 5.80%

     —        8
             

Total

     104,832      113,734

Amounts due within one year

     10,750      10,008
             

Long-term debt

     94,082      103,726
             

Approximate maturities of these obligations are $10.8 million in 2009, $12.0 million in 2010, $9.5 million in 2011, $8.6 million in 2012, $6.7 million in 2013 and $57.2 million thereafter. Some debt agreements require us to maintain certain financial ratios and minimum net worth and contain restrictions on the total amount of debt. We were in compliance with our debt covenants as of December 31, 2008.

Short-term bank lines of credit amounted to $101.6 million of which $51.5 million was unused at December 31, 2008. Generally, these short-term lines of credit are renewable annually. There are no significant commitment fees or compensating balance requirements. Short-term borrowings with banks, which exclude the current portion of long-term debt, were $50.1 million and $44.7 million at December 31, 2008 and 2007, respectively. The average month-end balance of total short-term borrowings during 2008 was $54.8 million. The maximum month-end balance of $75.5 million occurred at October 31, 2008. The weighted average interest rates of short-term borrowings at December 31, 2008 and 2007 were 4% and 6%, respectively.

We believe our sources of liquidity currently available from our cash reserves on hand, cash flow from operations, and borrowing capacity are sufficient to meet our principal liquidity requirements for at least the next 12 months.

 

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CUMULATIVE TRANSLATION ADJUSTMENTS

The year-end position of the U.S. dollar relative to international currencies resulted in a translation loss of $23.2 million being charged to the cumulative translation adjustments shareholders’ equity account in 2008, compared to gains of $16.5 million and $10.1 million in 2007 and 2006, respectively. The translation loss in 2008 reflects the strengthening of the U.S. dollar against most currencies, but particularly the euro, the Brazilian real, the Australian dollar, and the South African rand. The translation gains in 2007 and 2006 were primarily related to the strengthening of the euro.

COMMITMENTS AND CONTINGENCIES

We are obligated to make future payments under various contracts, including debt and lease agreements. Our significant cash obligations as of December 31, 2008 were as follows:

 

     Total    2009    2010    2011    2012    2013    Thereafter
     (In millions)

Long-term debt*

   $ 104.8    $ 10.8    $ 12.0    $ 9.5    $ 8.6    $ 6.7    $ 57.2

Operating leases

     27.4      9.1      7.4      5.3      2.0      1.7      1.9

Totals

     132.2      19.9      19.4      14.8      10.6      8.4      59.1

 

* Future interest payments are not included in the table.

The significant obligations table does not include obligations to taxing authorities due to uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.

We expect to make net contributions of $2.5 million to our pension plans in 2009.

We have purchase commitments for materials, supplies, services, and property, plant and equipment as part of our ordinary conduct of business.

In September 2006, we acquired Paraclete Armor and Equipment, Inc. Under the terms of the asset purchase agreement, we issued a $10.0 million note payable to the former owners of Paraclete. The note is non-interest bearing and is payable in five annual installments of $2.0 million beginning September 1, 2007. We recorded the note at a fair value of $8.5 million at the time of issuance. The discount of $1.5 million is being amortized over the term of the note.

During 2003, we sold our real property in Berlin, Germany for $25.7 million, resulting in a gain of $13.6 million. At the same time, we entered into an eight year agreement to lease back the portion of the property that we occupy. Under sale-leaseback accounting, $12.1 million of the gain was deferred and is being amortized over the term of the lease.

Various lawsuits and claims arising in the normal course of business are pending against us. These lawsuits are primarily product liability claims. We are presently named as a defendant in approximately 2,600 lawsuits, primarily involving respiratory protection products allegedly manufactured and sold by us. Collectively, these lawsuits represent a total of approximately 12,600 plaintiffs. Approximately 90% of these lawsuits involve plaintiffs alleging they suffer from silicosis, with the remainder alleging they suffer from other or combined injuries, including asbestosis. These lawsuits typically allege that these conditions resulted in part from respirators that were negligently designed or manufactured by us. Consistent with the experience of other companies involved in silica and asbestos-related litigation, in recent years there has been an increase in the number of asserted claims that could potentially involve us. We cannot determine our potential maximum liability for such claims, in part because the defendants in these lawsuits are often numerous, and the claims generally do not specify the amount of damages sought.

With some limited exceptions, we maintain insurance against product liability claims. We also maintain a reserve for uninsured product liability based on expected settlement charges for pending claims and an estimate

 

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of unreported claims derived from experience, sales volumes, and other relevant information. We evaluate our exposures on an ongoing basis and make adjustments to the reserve as appropriate. Based on information currently available, we believe that the disposition of matters that are pending will not have a materially adverse effect on our financial condition.

In the normal course of business, we make payments to settle product liability claims and for related legal fees and record receivables for the amounts covered by insurance. Various factors could affect the timing and amount of recovery of insurance receivables, including: the outcome of negotiations with insurers, legal proceedings with respect to product liability insurance coverage, and the extent to which insurers may become insolvent in the future.

We are currently involved in coverage litigation with Century Indemnity Company (Century). Century filed a lawsuit in the Superior Court of New Jersey seeking a declaration of Century’s obligations with respect to certain asbestos, silica and other claims under five insurance policies issued to us by Century. The New Jersey Superior Court issued an order granting our motion to dismiss this case on jurisdictional grounds. Century appealed that order and on February 26, 2008, the Appellate Division of the Superior Court of New Jersey affirmed the decision of the trial court dismissing the case. The decision of the appellate court was not appealed and the New Jersey action is concluded. We have sued Century in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging that Century breached the five insurance policies by failing to pay amounts owing to us. The Pennsylvania court has denied a motion by Century to stay or dismiss the Pennsylvania lawsuit in favor of the New Jersey action. The court also denied certain preliminary motions filed by both parties to narrow the issues in dispute. We filed a motion to compel discovery, which was granted by the court in October 2008, and Century has begun to comply with that order. It is expected that additional motions will be filed during discovery. We believe that Century’s refusal to indemnify us under the policies is wholly contrary to Pennsylvania law and we are vigorously pursuing the legal actions necessary to collect all amounts.

We regularly evaluate the collectibility of insurance receivables and record the amounts that we conclude are probable of collection based on our analysis of our various policies, pertinent case law interpreting comparable policies and our experience with similar claims. Receivables from insurance carriers totaled $60.6 million and $39.1 million at December 31, 2008 and 2007, respectively. Based upon our evaluation of applicable insurance coverage and the current status of the coverage litigation discussed in the preceding paragraph, we believe that the recorded balance is fully recoverable from carriers.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. We evaluate these estimates and judgments on an on-going basis based on historical experience and various assumptions that we believe to be reasonable under the circumstances. However, different amounts could be reported if we had used different assumptions and in light of different facts and circumstances. Actual amounts could differ from the estimates and judgments reflected in our financial statements.

We believe that the following are the more critical judgments and estimates used in the preparation of our financial statements.

Accounting for contingencies. We accrue for contingencies in accordance with FAS No. 5, Accounting for Contingencies, when we believe that it is probable that a liability or loss has been incurred and the amount can be reasonably estimated. Contingencies relate to uncertainties that require our judgment both in assessing whether or not a liability or loss has been incurred and in estimating the amount of the probable loss. Significant contingencies affecting our financial statements include pending or threatened litigation, including product liability claims, and product warranties.

 

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Product liability. We face an inherent business risk of exposure to product liability claims arising from the alleged failure of our products to prevent the types of personal injury or death against which they are designed to protect. We accrue for our estimates of the probable costs to be incurred in the resolution of product liability claims. These estimates are based on actuarial valuations, past experience, and our judgments regarding the probable outcome of pending and threatened claims. Due to uncertainty as to the ultimate outcome of pending and threatened claims, as well as the incidence of future claims, it is possible that future results could be materially affected by changes in our assumptions and estimates related to product liability matters, including our estimates of amounts receivable from insurance carriers. Our product liability expense averaged less than 1% of net sales during the three years ended December 31, 2008.

Product warranties. We accrue for the estimated probable cost of product warranties at the time that sales are recognized. Our estimates are principally based on historical experience. We also accrue for our estimates of the probable costs of corrective action when significant product quality issues are identified. These estimates are principally based on our assumptions regarding the cost of corrective action and the probable number of units to be repaired or replaced. Our product warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Due to the uncertainty and potential volatility of these factors, it is possible that future results could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these matters. Our product warranty expense averaged approximately 1% of net sales during the three years ended December 31, 2008.

Income taxes. We account for income taxes in accordance with FAS No. 109, Accounting for Income Taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. FAS No. 109 also requires that deferred tax assets be reduced by valuation allowances if it is more likely than not that some portion of the deferred tax asset will not be realized.

We record valuation allowances to reduce deferred tax assets to the amounts that we estimate are probable to be realized. When assessing the need for valuation allowances, we consider projected future taxable income and prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in our judgments about the realizability of deferred tax assets in future years, we would adjust the related valuation allowances in the period that the change in circumstances occurs, along with a corresponding charge or credit to income. We had valuation allowances of $3.0 million and $1.8 million at December 31, 2008 and 2007, respectively.

We record an estimated income tax liability based on our best judgment of the amounts likely to be paid in the various tax jurisdictions in which we operate. We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more likely than not threshold. We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The tax liabilities ultimately paid are dependent on a number of factors, including the resolution of tax audits, and may differ from the amounts recorded. Tax liabilities are adjusted through income when it becomes probable that the actual liability differs from the amount recorded.

Pensions and other postretirement benefits. We account for our pension and postretirement benefit plans as required under FAS No. 87, Employers’ Accounting for Pensions, FAS No. 106, Employers’ Accounting for Postretirement Benefits Other than Pensions, and FAS No. 158, Employers’ Accounting for Defined Benefit Pension and other Postretirement Plans—an Amendment of FASB Statements No. 87, 88, 106, and 132(R). Accounting for the net periodic benefit costs and credits for these plans requires us to estimate the cost of benefits to be provided well into the future and to attribute these costs over the expected work life of the employees participating in these plans. These estimates require our judgment about discount rates used to determine these obligations, expected returns on plan assets, rates of future compensation increases, rates of increase in future health care costs, participant withdrawal and mortality rates, and participant retirement ages. Differences between our estimates and actual results may significantly affect the cost of our obligations under these plans and could cause net periodic benefit costs and credits to change materially from year-to-year. The discount rate assumptions used in determining projected benefit obligations are based on published long-term bond indices.

 

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Goodwill. As required by FAS No. 142, Goodwill and Other Intangible Assets, each year we evaluate for goodwill impairment by comparing the fair value of each of our reporting units with its carrying value. If carrying value exceeds fair value, then a possible impairment of goodwill exists and requires further evaluation. We estimate the fair value of our reporting units using a combination of discounted cash flow analysis and market capitalization based on historical and projected financial information. We apply our best judgment in assessing the reasonableness of the financial projections and other estimates used to determine the fair value of each reporting unit.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2007, the FASB issued FAS No. 141 (revised 2007), Business Combinations, which replaces FAS No. 141, Business Combinations. FAS No. 141(R) changes a number of significant aspects of the application the acquisition method of accounting for business combinations. Under FAS No. 141(R), acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will generally affect income tax expense. FAS No. 141(R) is effective on a prospective basis for business combinations with acquisition dates on or after the January 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. Adjustments to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of FAS No. 141(R) would also apply the provisions of FAS No. 141(R). We do not expect that the adoption of this statement, as it relates to past acquisitions, will have a material effect on our consolidated results of operations or financial condition.

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. FAS No. 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain ARB No. 51 consolidation procedures for consistency with the requirements of FAS No. 141(R) and expands disclosure requirements regarding the interests of the parent and its noncontrolling interest. FAS No. 160 is effective January 1, 2009. We do not expect that the adoption of this statement will have a material effect on our consolidated results of operations or financial condition.

In December 2007, the Emerging Issues Task Force issued EITF No. 07-1, Accounting for Collaborative Arrangements. EITF No. 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statement and includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. EITF No. 07-1 is effective January 1, 2009 and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. We do not expect that the adoption of this statement will have a material effect on our consolidated results of operations or financial condition.

In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. FAS No. 161 requires companies to provide disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for under FAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. FAS No. 161 is effective January 1, 2009. We are currently evaluating the disclosure requirements of this statement.

 

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In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets. The objective of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS No. 141(R), Business Combinations. This FSP applies to all intangible assets, whether acquired in a business combination or otherwise, and is to be applied prospectively to intangible assets acquired on or after January 1, 2009. We do not expect that the adoption of this FSP will have a material effect on our consolidated results of operations or financial condition.

In December 2008, the FASB issued FASB Staff Position No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets. This FSP amends FAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about defined benefit pension or other postretirement plan assets, including investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets, and significant concentrations of risk within plan assets. This FSP is effective on December 31, 2009. We are currently evaluating the disclosure requirements of this statement.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of adverse changes in the value of a financial instrument caused by changes in currency exchange rates, interest rates, and equity prices. We are exposed to market risks related to currency exchange rates and interest rates.

Currency exchange rate sensitivity. We are subject to the effects of fluctuations in currency exchange rates on various transactions and on the translation of the reported financial position and operating results of our non-U.S. companies from local currencies to U.S. dollars. A hypothetical 10% strengthening or weakening of the U.S. dollar would increase or decrease our reported sales and net income for the year ended December 31, 2008 by approximately $53.8 million and $2.2 million, respectively.

When appropriate, we may attempt to limit our transactional exposure to changes in currency exchange rates through contracts or other actions intended to reduce existing exposures by creating offsetting currency exposures. At December 31, 2008, we had open foreign currency forward contracts with a U.S. Dollar notional value of $9.5 million. A hypothetical 10% increase in December 31, 2008 forward exchange rates would result in a $0.9 million increase in the fair value of these contracts.

Interest rate sensitivity. We are exposed to changes in interest rates primarily as a result of borrowing and investing activities used to maintain liquidity and fund business operations. Because of the relatively short maturities of temporary investments and the variable rate nature of industrial development debt, these financial instruments are reported at carrying values which approximate fair values.

We hold one interest rate swap agreement, which is used to hedge the fair market value of a portion of our 8.39% fixed rate long-term debt. At December 31, 2008, the swap agreement had a notional amount of $16.0 million and a fair market value in our favor of $0.6 million. A hypothetical increase of 10% in market interest rates would result in a decrease of approximately $0.2 million in the fair value of the interest rate swap.

We have $92.0 million of fixed rate debt which matures at various dates through 2021. The incremental increase in the fair value of fixed rate long-term debt resulting from a hypothetical 10% decrease in interest rates would be approximately $1.7 million, excluding the impact of outstanding hedge instruments. However, our sensitivity to interest rate declines and the corresponding increase in the fair value of our debt portfolio would unfavorably affect earnings and cash flows only to the extent that we elected to repurchase or retire all or a portion of our fixed rate debt portfolio at prices above carrying values.

 

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Item 8. Financial Statements and Supplementary Data

Management’s Reports

Management’s Report on Responsibility for Financial Reporting

Management of Mine Safety Appliances Company (the Company) is responsible for the preparation of the financial statements included in this annual report. The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management. The other financial information contained in this annual report is consistent with the financial statements.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2008.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

 

/s/    WILLIAM M. LAMBERT        
William M. Lambert
Chief Executive Officer
/s/    DENNIS L. ZEITLER        
Dennis L. Zeitler

Senior Vice President and Treasurer

Chief Financial Officer

February 26, 2009

 

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Mine Safety Appliances Company:

In our opinion, the accompanying consolidated balance sheets and related consolidated statements of income, cash flows and changes in retained earnings and other comprehensive income present fairly, in all material respects, the financial position of Mine Safety Appliances Company and its subsidiaries (the “Company”) at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in the notes to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions in 2007 in Note 7, stock based compensation in 2006 in Note 8, and defined benefit pension and postretirement benefit plans in 2006 in Note 11.

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

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

/s/    PRICEWATERHOUSECOOPERS LLP

Pittsburgh, Pennsylvania

February 26, 2009

 

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MINE SAFETY APPLIANCES COMPANY

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

 

Year Ended December 31

   2008    2007     2006

Net sales

   $ 1,134,282    $ 990,252     $ 913,714

Other income

     5,261      17,396       5,384
                     
     1,139,543      1,007,648       919,098
                     

Costs and expenses

       

Cost of products sold

     701,679      616,203       568,410

Selling, general and administrative

     270,584      241,138       215,663

Research and development

     35,020      30,196       26,037

Restructuring and other charges

     3,936      4,142       6,981

Interest

     8,923      9,913       6,228

Currency exchange losses (gains)

     6,943      (132 )     3,139
                     
     1,027,085      901,460       826,458
                     

Income before income taxes

     112,458      106,188       92,640

Provision for income taxes

     42,036      38,600       28,722
                     

Net income

     70,422      67,588       63,918
                     

Basic earnings per common share

   $ 1.98    $ 1.89     $ 1.76
                     

Diluted earnings per common share

   $ 1.96    $ 1.86     $ 1.73
                     

See notes to consolidated financial statements.

 

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MINE SAFETY APPLIANCES COMPANY

CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

 

December 31

   2008     2007  

Assets

      

Current Assets

 

Cash and cash equivalents

   $ 50,894     $ 74,981  
 

Trade receivables, less allowance for doubtful accounts of $6,050 and $6,558

     198,622       205,737  
 

Inventories

     159,428       155,332  
 

Deferred tax assets

     23,023       21,821  
 

Income taxes receivable

     21,362       17,669  
 

Prepaid expenses and other current assets

     24,446       21,510  
                  
 

Total current assets

     477,775       497,050  
                  

Property

 

Land

     2,993       3,361  
 

Buildings

     100,848       87,979  
 

Machinery and equipment

     310,889       306,455  
 

Construction in progress

     10,281       9,233  
                  
 

Total

     425,011       407,028  
 

Less accumulated depreciation

     (283,602 )     (276,583 )
                  
 

Net property

     141,409       130,445  

Other Assets

 

Prepaid pension cost

     78,037       212,304  
 

Deferred tax assets

     7,651       24,125  
 

Goodwill

     83,211       87,011  
 

Other noncurrent assets

     87,727       65,371  
                  
 

Total

     875,810       1,016,306  
                  

Liabilities

      

Current Liabilities

 

Notes payable and current portion of long-term debt

   $ 60,849     $ 54,676  
 

Accounts payable

     50,126       50,648  
 

Employees’ compensation

     30,368       24,920  
 

Insurance and product liability

     20,487       15,192  
 

Taxes on income

     6,083       7,199  
 

Other current liabilities

     51,774       56,554  
                  
 

Total current liabilities

     219,687       209,189  
                  

Long-Term Debt

       94,082       103,726  
                  

Other Liabilities

 

Pensions and other employee benefits

     120,494       126,790  
 

Deferred tax liabilities

     36,491       100,934  
 

Other noncurrent liabilities

     9,931       13,129  
                  
 

Total liabilities

     480,685       553,768  
                  
 

Minority interests

     1,359       1,007  
                  

Shareholders’ Equity

      
 

Preferred stock, 4 1/2% cumulative, $50 par value (callable at $52.50)

     3,569       3,569  
 

Common stock, no par value (shares outstanding:

    
 

2008—35,786,290 and 2007—35,661,776)

     69,607       63,303  
 

Stock compensation trust

     (12,416 )     (13,208 )
 

Treasury shares, at cost

     (257,830 )     (256,846 )
 

Accumulated other comprehensive (loss) income

     (74,412 )     36,233  
 

Earnings retained in the business

     665,248       628,480  
                  
 

Total shareholders’ equity

     393,766       461,531  
                  
 

Total

     875,810       1,016,306  
                  

See notes to consolidated financial statements.

 

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MINE SAFETY APPLIANCES COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

 

Year Ended December 31

   2008     2007     2006  

Operating Activities

      

Net income

   $ 70,422     $ 67,588     $ 63,918  

Depreciation and amortization

     27,647       24,363       22,147  

Pensions

     (9,848 )     (4,535 )     696  

Net gain from investing activities—property disposals

     (543 )     (13,008 )     (2,081 )

Stock-based compensation

     5,456       4,791       3,934  

Deferred income tax provision (benefit)

     9,645       5,661       (1,932 )

Other noncurrent assets and liabilities

     (25,424 )     (21,623 )     (17,883 )

Currency exchange loss (gain)

     6,943       (132 )     3,139  

Other, net

     205       128       (2,241 )
                        

Operating cash flow before changes in working capital

     84,503       63,233       69,697  
                        

Trade receivables

     (6,907 )     (22,965 )     4,176  

Inventories

     (19,482 )     (8,285 )     (5,374 )

Accounts payable and accrued liabilities

     12,416       21,593       (6,362 )

Prepaid expenses and other current assets

     (10,745 )     (12,231 )     699  
                        

Increase in working capital

     (24,718 )     (21,888 )     (6,861 )
                        

Cash Flow From Operating Activities

     59,785       41,345       62,836  
                        

Investing Activities

      

Property additions

     (44,450 )     (32,884 )     (22,734 )

Property disposals

     2,161       18,412       3,887  

Acquisitions, net of cash acquired, and other investing

     (2,084 )     (7,492 )     (31,301 )
                        

Cash Flow From Investing Activities

     (44,373 )     (21,964 )     (50,148 )
                        

Financing Activities

      

Proceeds from (payments on) short-term debt, net

     6,369       44,233       (230 )

Payments on long-term debt

     (10,000 )     (2,000 )     (8,134 )

Proceeds from long-term debt

     —         —         59,819  

Cash dividends paid

     (33,654 )     (30,139 )     (24,774 )

Company stock purchases

     (983 )     (25,547 )     (29,893 )

Exercise of stock options

     755       2,134       1,900  

Excess tax benefit related to stock plans

     885       1,530       2,710  
                        

Cash Flow From Financing Activities

     (36,628 )     (9,789 )     1,398  
                        

Effect of exchange rate changes on cash and cash equivalents

     (2,871 )     4,093       2,413  
                        

(Decrease) increase in cash and cash equivalents

     (24,087 )     13,685       16,499  

Beginning cash and cash equivalents

     74,981       61,296       44,797  
                        

Ending cash and cash equivalents

     50,894       74,981       61,296  
                        

Supplemental cash flow information:

      

Interest payments

   $ 7,895     $ 10,130     $ 5,684  

Income tax payments

     37,352       42,344       27,809  

See notes to consolidated financial statements.

 

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MINE SAFETY APPLIANCES COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS AND

OTHER COMPREHENSIVE INCOME

(In thousands)

 

     Retained
Earnings
    Accumulated
Other
Comprehensive
Income
    Comprehensive
Income
 

Balances January 1, 2006

   $ 556,709     $ (9,571 )  

Net income

     63,918       —       $ 63,918  

Cumulative translation adjustments

     —         10,083       10,083  

Minimum pension liability adjustments, net of tax of $260

     —         1,027       1,027  
            

Comprehensive income

     —         —         75,028  
            

Adoption of FAS No. 158, net of tax of $16,932

     —         26,551    

Common dividends

     (24,732 )     —      

Preferred dividends

     (42 )     —      
                  

Balances December 31, 2006

     595,853       28,090    

Net income

     67,588       —       $ 67,588  

Cumulative translation adjustments

     —         16,463       16,463  

Pension and post-retirement plan adjustments, net of tax of $4,836

     —         (8,320 )     (8,320 )
            

Comprehensive income

     —         —         75,731  
            

Adoption of FASB Interpretation No. 48

     (4,822 )     —      

Common dividends

     (30,097 )     —      

Preferred dividends

     (42 )     —      
                  

Balances December 31, 2007

     628,480       36,233    

Net income

     70,422       $ 70,422  

Cumulative translation adjustments

     —         (23,236 )     (23,236 )

Pension and post-retirement plan adjustments, net of tax of $53,256

     —         (87,409 )     (87,409 )
            

Comprehensive income

     —         —         (40,223 )
            

Common dividends

     (33,612 )     —      

Preferred dividends

     (42 )     —      
                  

Balances December 31, 2008

     665,248       (74,412 )  
                  

Components of accumulated other comprehensive (loss) income are as follows:

 

     2008     2007    2006

Cumulative translation adjustments

   $ (3,750 )   $ 19,486    $ 3,023

Pension and post-retirement plan adjustments

     (70,662 )     16,747      25,067
                     

Accumulated other comprehensive (loss) income

     (74,412 )     36,233      28,090
                     

See notes to consolidated financial statements.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Significant Accounting Policies

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation—The consolidated financial statements include the accounts of the company and all subsidiaries. Intercompany accounts and transactions are eliminated. Certain prior year amounts have been reclassified to conform with the current year presentation.

Minority Interests—Minority interests reflect minority shareholders’ original investments in certain consolidated subsidiaries and their proportional share of the income of those subsidiaries. Minority interest expense is reported in other income.

Currency Translation—The functional currency of all significant non-U.S. subsidiaries is the local currency. Assets and liabilities of these operations are translated at year-end exchange rates. Income statement accounts are translated using the average exchange rates for the reporting period. Translation adjustments for these companies are reported as a component of shareholders’ equity and are not included in income. Foreign currency transaction gains and losses are included in net income for the reporting period.

Cash Equivalents—Cash equivalents include temporary deposits with financial institutions and highly liquid investments with original maturities of 90 days or less.

Inventories—Inventories are stated at the lower of cost or market. Most U.S. inventories are valued on the last-in, first-out (LIFO) cost method. Other inventories are valued on the average cost method or at standard costs which approximate actual costs.

Property and Depreciation—Property is recorded at cost. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the assets, generally as follows: buildings 20 to 40 years and machinery and equipment 3 to 10 years. Expenditures for significant renewals and improvements are capitalized. Ordinary repairs and maintenance are expensed as incurred. Gains or losses on property dispositions are included in income and the cost and related depreciation are removed from the accounts.

Goodwill and Other Intangible Assets—Goodwill and intangible assets with indefinite lives are not amortized, but are subject to impairment write-down tests. We test the goodwill of each of our reporting units for impairment at least annually. For this purpose, we consider our reportable business segments to be our reporting units. Fair value is estimated using discounted cash flow methodologies and market comparable information. Other intangible assets are amortized on a straight-line basis over their useful lives.

Revenue Recognition—Revenue from the sale of products is recognized when title, ownership, and the risk of loss have transferred to the customer, which generally occurs either when product is shipped to the customer or, in the case of most U.S. distributor customers, when product is delivered to the customer’s delivery site. We establish our shipping terms according to local practice and market characteristics. We do not ship product unless we have an order or other documentation authorizing shipment to our customers. We make appropriate provisions for uncollectible accounts receivable and product returns, both of which have historically been insignificant in relation to our net sales. Certain distributor customers receive price rebates based on their level of purchases and other performance criteria that are documented in established distributor programs. These rebates are accrued as a reduction of net sales as they are earned by the customer.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Shipping and Handling—Shipping and handling expenses for products sold to customers are charged to cost of products sold as incurred. Amounts billed to customers for shipping and handling are included in net sales.

Product Warranties—Estimated expenses related to product warranties and additional service actions are charged to cost of products sold in the period in which the related revenue is recognized or when significant product quality issues are identified.

Research and Development—Research and development costs are expensed as incurred.

Income Taxes—Deferred income taxes are provided for temporary differences between financial and tax reporting. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more likely than not threshold. We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. No provision is made for possible U.S. taxes on the undistributed earnings of foreign subsidiaries that are considered to be reinvested indefinitely.

Stock-Based Compensation—We account for stock-based compensation in accordance with FAS No. 123R, Share-Based Payment, which requires that we recognize compensation expense for employee and non-employee director stock-based compensation based on the grant date fair value. Except for retirement-eligible participants, for whom there is no requisite service period, this expense is recognized ratably over the requisite service periods following the date of grant. For retirement-eligible participants, this expense is recognized at the grant date.

Derivative Instruments—We use derivative instruments to dampen the effects of changes in currency exchange rates and to achieve a targeted mix of fixed and floating interest rates on outstanding debt. We do not enter into derivative transactions for speculative purposes and do not hold derivative instruments for trading purposes. Changes in the fair value of derivative instruments designated as fair value hedges are recorded in the balance sheet as adjustments to the underlying hedged asset or liability. Changes in the fair value of derivative instruments that do not qualify for hedge accounting treatment are recognized in the income statement in the current period.

Note 2—Restructuring and Other Charges

During the years ended December 31, 2008 and 2007, we recorded charges of $3.9 million and $4.1 million, respectively. These charges were primarily related to reorganization activities.

For the year ended December 31, 2008, North American segment charges of $3.2 million were primarily stay bonuses and other costs associated with our Project Magellan initiative to outsource or transfer certain production activities from our Evans City, Pennsylvania plant. International segment charges of $0.7 million were for severance costs related to staff reductions in Japan and India.

For the year ended December 31, 2007, North American segment charges of $2.5 million were primarily severance costs and moving expenses associated with our Project Magellan initiative to move fire helmet manufacturing from Clifton, New Jersey to Jacksonville, North Carolina and to move our Mexican manufacturing operations to Queretaro, Mexico. The remaining $1.6 million of charges related primarily to severance costs associated with the reorganization of our management team and workforce reductions in the European and International segments.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 3—Inventories

 

     December 31
     2008    2007
     (In thousands)

Finished products

   $ 66,445    $ 64,513

Work in process

     29,224      28,582

Raw materials and supplies

     63,759      62,237
             

Total LIFO inventories

     159,428      155,332

Excess of FIFO costs over LIFO costs

     45,747      42,431
             

Total FIFO inventories

     205,175      197,763
             

Inventories stated on the LIFO basis represent 30% and 35% of the total inventories at December 31, 2008 and 2007, respectively.

Reductions in certain inventory quantities during 2008 and 2007 resulted in liquidations of LIFO inventories carried at lower costs prevailing in prior years. The effect of these liquidations on cost of sales and net income was not significant in either year.

Note 4—Capital Stock

 

   

Common stock, no par value—180,000,000 shares authorized.

 

   

Second cumulative preferred voting stock, $10 par value—1,000,000 shares authorized; none issued.

 

 

 

4 1/2% cumulative preferred nonvoting stock, $50 par value—100,000 shares authorized; 71,373 shares issued and 52,878 shares ($1.8 million) held in treasury. There were treasury share purchases in 2008 of 37 shares for $2 (share purchase dollars in thousands). There were no treasury share purchases in 2007 or 2006.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Common stock activity is summarized as follows:

 

    Shares     Dollars (In thousands)  
    Issued   Stock
Compensation
Trust
    Treasury     Common
Stock
    Stock
Compensation
Trust
    Treasury
Cost
 

Balances January 1, 2006

  62,081,391   (3,001,125 )   (22,534,282 )   $ 48,669     $ (15,667 )   $ (199,562 )

Restricted stock awards

  —     47,738     —         (249 )     249       —    

Restricted stock expense

  —     —       —         2,204       —         —    

Restricted stock forfeitures

  —     —       (2,346 )     94       —         (94 )

Stock options exercised

  —     204,375     —         832       1,068       —    

Stock option expense

  —     —       —         1,730       —         —    

Tax benefit related to stock plans

  —     —       —         2,710       —         —    

Treasury shares purchased

  —     —       (780,335 )     —         —         (29,893 )
                                       

Balances December 31, 2006

  62,081,391   (2,749,012 )   (23,316,963 )     55,990       (14,350 )     (229,549 )

Restricted stock awards

  —     94,932     —         (495 )     495       —    

Restricted stock expense

  —     —       —         2,691       —         —    

Stock options exercised

  —     123,874     —         1,487       647       —    

Stock option expense

  —     —       —         2,100       —         —    

Tax benefit related to stock plans

  —     —       —         1,530       —         —    

Treasury shares purchased

  —     —       (572,446 )     —         —         (25,547 )
                                       

Balances December 31, 2007

  62,081,391   (2,530,206 )   (23,889,409 )     63,303       (13,208 )     (255,096 )

Restricted stock awards

  —     70,817     —         (369 )     369       —    

Restricted stock expense

  —     —       —         2,860       —         —    

Restricted stock forfeitures

  —     —       (2,672 )     (69 )     —         —    

Stock options exercised

  —     80,927     —         332       423       —    

Stock option expense

  —     —       —         2,665       —         —    

Tax benefit related to stock plans

  —     —       —         885       —         —    

Treasury shares purchased

  —     —       (24,558 )     —         —         (981 )
                                       

Balances December 31, 2008

  62,081,391   (2,378,462 )   (23,916,639 )     69,607       (12,416 )     (256,077 )
                                       

The Mine Safety Appliances Company Stock Compensation Trust was established to provide shares for certain benefit plans, including the management and non-employee directors’ equity incentive plans. Shares held by the Stock Compensation Trust, and the corresponding cost of those shares, are reported as a reduction of common shares issued. Differences between the cost of the shares held by the Stock Compensation Trust and the market value of shares released for stock-related benefits are reflected in common stock issued.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 5—Segment Information

We are organized into three geographic operating segments: North America, Europe, and International. We are engaged in the manufacture and sale of safety equipment, including respiratory protective equipment, head protection, eye and face protection, hearing protection, fall protection, ballistic body armor, thermal imaging cameras, and monitoring instruments. Reportable segment information is presented in the following table:

 

     North
America
    Europe     International     Reconciling
Items
    Consolidated
Totals
 
     (In thousands)  

2008

          

Sales to external customers

   $ 596,277     $ 280,588     $ 257,417     $ —       $ 1,134,282  

Intercompany sales

     59,497       109,983       12,837       (182,317 )     —    

Net income

     51,889       7,255       14,794       (3,516 )     70,422  

Total assets

     544,130       269,123       162,044       (99,487 )     875,810  

Interest income

     679       628       961       182       2,450  

Interest expense

     8,486       226       194       17       8,923  

Noncash items:

          

Depreciation and amortization

     17,323       6,865       3,459       —         27,647  

Pension income (expense)

     16,716       (5,988 )     (880 )     —         9,848  

Income tax provision

     29,878       4,455       7,086       617       42,036  

Property additions

     17,862       7,880       18,708       —         44,450  

Net property

     85,172       27,685       28,552       —         141,409  

2007

          

Sales to external customers

     515,142       238,294       236,816       —         990,252  

Intercompany sales

     44,471       87,496       7,361       (139,328 )     —    

Net income

     48,104       6,829       14,444       (1,789 )     67,588  

Total assets

     669,113       282,538       141,273       (76,618 )     1,016,306  

Interest income

     1,961       651       1,061       573       4,246  

Interest expense

     9,154       202       87       470       9,913  

Noncash items:

          

Depreciation and amortization

     15,294       5,995       3,074       —         24,363  

Pension income (expense)

     10,675       (5,199 )     (941 )     —         4,535  

Equity in earnings of affiliates

     —         —         (39 )     —         (39 )

Income tax provision

     24,367       6,127       8,170       (64 )     38,600  

Property additions

     19,257       6,365       7,262       —         32,884  

Net property

     84,287       27,937       18,221       —         130,445  

2006

          

Sales to external customers

     503,357       219,241       191,116       —         913,714  

Intercompany sales

     39,888       82,936       5,676       (128,500 )     —    

Net income

     42,658       8,851       13,087       (678 )     63,918  

Total assets

     609,913       249,073       109,027       (69,393 )     898,620  

Interest income

     1,436       458       937       231       3,062  

Interest expense

     5,998       88       141       1       6,228  

Noncash items:

          

Depreciation and amortization

     14,200       5,456       2,491       —         22,147  

Pension income (expense)

     4,697       (4,569 )     (824 )     —         (696 )

Equity in earnings of affiliates

     (277 )     —         109       —         (168 )

Income tax provision

     17,844       4,908       5,111       859       28,722  

Investments in affiliates

     221       —         410       —         631  

Property additions

     11,734       6,791       4,209       —         22,734  

Net property

     83,540       24,358       12,753       —         120,651  

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Reconciling items consist primarily of intercompany eliminations and items reported at the corporate level.

Geographic information for sales to external customers, based on country of origin:

 

     2008    2007    2006
     (In thousands)

United States

   $ 573,943    $ 507,520    $ 500,398

Germany

     95,828      96,535      99,955

Other

     464,511      386,197      313,361
                    

Total

     1,134,282      990,252      913,714
                    

In 2008, the North American segment reported sales to U.S. military customers of $127.1 million, or 11% of consolidated sales.

Note 6—Earnings per Share

Basic earnings per share is computed on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of the weighted average stock options outstanding during the period, using the treasury stock method. Antidilutive options are not considered in computing diluted earnings per share.

 

     2008     2007     2006  
     (In thousands,
except per share amounts)
 

Net income

   $ 70,422     $ 67,588     $ 63,918  

Preferred stock dividends

     (42 )     (42 )     (42 )
                        

Income available to common shareholders

     70,380       67,546       63,876  
                        

Basic earnings per common share

   $ 1.98     $ 1.89     $ 1.76  
                        

Diluted earnings per common share

   $ 1.96     $ 1.86     $ 1.73  
                        

Basic shares outstanding

     35,593       35,651       36,366  

Stock options

     356       589       562  
                        

Diluted shares outstanding

     35,949       36,240       36,928  
                        

Antidilutive stock options

     765       2       376  
                        

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 7—Income Taxes

 

     2008    2007     2006  
     (In thousands)  

Components of income before income taxes

       

U.S. income

   $ 61,485    $ 61,527     $ 53,167  

Non-U.S. income

     50,973      44,661       39,473  
                       

Income before income taxes

     112,458      106,188       92,640  
                       

Provision for income taxes

       

Current

       

Federal

     11,518      19,357       13,653  

State

     4,655      1,607       2,663  

Non-U.S.

     16,218      11,975       14,338  
                       

Total current provision

     32,391      32,939       30,654  
                       

Deferred

       

Federal

     7,287      (482 )     391  

State

     1,350      850       (1,161 )

Non-U.S.

     1,008      5,293       (1,162 )
                       

Total deferred provision.

     9,645      5,661       (1,932 )
                       

Provision for income taxes

     42,036      38,600       28,722  
                       

Reconciliation of the U.S. federal income tax rates to our effective tax rate

 

       2008         2007         2006    

U.S. federal income tax rate

   35.0 %   35.0 %   35.0 %

State income taxes—U.S.

   2.4     1.7     1.3  

Taxes on non-U.S. income

   0.9     (0.6 )   (0.5 )

Research and development credits

   (1.4 )   (0.7 )   (1.0 )

Adjustment of prior years income taxes

   1.2     (0.3 )   (2.2 )

Manufacturing deduction

   (0.7 )   (0.8 )   (0.5 )

Extra-territorial income exclusions

   —       —       (0.6 )

Valuation allowances

   0.5     1.2     —    

Statutory rate changes

   —       1.5     —    

Other

   (0.5 )   (0.6 )   (0.5 )
                  

Effective income tax rate

   37.4 %   36.4 %   31.0 %
                  

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

     December 31  
     2008     2007  
     (In thousands)  

Components of deferred tax assets and liabilities

    

Deferred tax assets

    

Postretirement benefits

   $ 16,296     $ 15,325  

Inventory reserves

     8,382       7,332  

Vacation allowances

     1,944       1,840  

Net operating losses and tax credit carryforwards

     2,962       2,161  

Post employment benefits

     962       682  

Foreign tax credit carryforwards (expiring between 2012 and 2017)

     2,297       3,717  

Liability insurance

     4,493       4,344  

Basis of capital assets

     3,043       3,453  

Intangibles

     1,535       1,819  

Warranties

     2,933       2,852  

Other

     6,572       5,657  
                

Total deferred tax assets

     51,419       49,182  

Valuation allowances

     (2,973 )     (1,846 )
                

Net deferred tax assets

     48,446       47,336  
                

Deferred tax liabilities

    

Property, plant and equipment

     (21,094 )     (21,152 )

Pension

     (32,785 )     (78,939 )

Other

     (1,149 )     (2,612 )
                

Total deferred tax liabilities

     (55,028 )     (102,703 )
                

Net deferred taxes

     (6,582 )     (55,367 )
                

At December 31, 2008, we had net operating loss carryforwards of approximately $10.4 million, all in non-U.S. tax jurisdictions. A portion will expire in 2013 and a portion has an indefinite carryforward.

No deferred U.S. income taxes have been provided on undistributed earnings of non-U.S. subsidiaries, which amounted to $184.2 million as of December 31, 2008. These earnings are considered to be reinvested for an indefinite period of time. It is not practicable to determine the deferred tax liability on these undistributed earnings.

On January 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48). The application of income tax law is inherently complex. Tax statutes and regulations are often ambiguous and subject to various interpretations. As a result, we are required to evaluate all relevant facts and make subjective judgments regarding our tax positions.

Upon the adoption of FIN 48, we recognized a gross increase in the tax liability for unrecognized tax benefits of $5.7 million. Prior to the adoption of FIN 48, we had recognized $1.4 million in unrecognized tax benefits. The gross increase in the tax liability upon the adoption of FIN 48 created additional tax benefits of $1.8 million, resulting in a net increase in the liability for unrecognized tax benefits of $3.9 million, which was accounted for as a reduction in retained earnings at January 1, 2007. These adjustments, if recognized in the provision for income taxes, would have increased our effective income tax rate.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

A reconciliation of the change in the tax liability for unrecognized tax benefits for the years ended December 31, 2008 and 2007 is as follows:

 

     2008     2007  
     (In thousands)  

Beginning balance

   $ 5,728     $ 7,083  

Additions for tax positions related to the current year

     317       470  

Additions (subtractions) for tax positions related to prior years

     (211 )     582  

Statute expiration

     (645 )     —    

Settlements

     (189 )     (2,407 )
                

Ending balance

     5,000       5,728  
                

The total amount of unrecognized tax benefits, if recognized, would reduce our future effective tax rate. We have recognized tax benefits associated with these liabilities in the amount of $3.5 million and $2.2 million at December 31, 2008 and December 31, 2007 respectively.

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. As a result of the adoption of FIN 48, we recognized a $0.9 million increase in the liability for accrued interest and penalties related to uncertain tax positions, which were also accounted for as a reduction of retained earnings at January 1, 2007. As a result of settlements, we reversed $0.2 million and $0.5 million of accrued interest and penalties related to uncertain tax positions during 2008 and 2007, respectively. Our liability for accrued interest and penalties related to uncertain tax positions was $0.2 million at December 31, 2008.

We do not expect that the total amount of the unrecognized tax benefit will significantly increase or decrease within 12 months of the reporting date.

We file a U.S. federal income tax return along with various state and foreign income tax returns. Examinations of our federal returns have been completed through 2004. We also file in various state and foreign jurisdictions that may be subject to tax audits after 2003.

Note 8—Stock Plans

On May 13, 2008, the shareholders approved the 2008 Management Equity Incentive Plan and the 2008 Non-Employee Directors’ Equity Incentive Plan. The 2008 Management Equity Incentive Plan provides for various forms of stock-based compensation for eligible key employees through May 2018. The 2008 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2018. These plans replace the 1998 Management Share Incentive Plan and the 1990 Non-Employee Directors’ Stock Option Plan. Our stock-based compensation includes stock options and restricted stock. Stock options are granted at market value option prices and expire after ten years, with limited instances of option prices in excess of market value and expiration after five years. Stock options granted after 2005 are exercisable beginning three years after the grant date. Stock options granted in 2005 and earlier years were fully vested as of December 31, 2005. Restricted stock is granted without payment to the company and generally vests three years after the grant date. Certain restricted stock for management retention vests in three equal tranches four, five, and six years after the grant date. Unvested restricted stock for management retention is forfeited if the grantee’s employment with the company terminates for any reason other than death or disability. Restricted stock is valued at the market value of the stock on the grant date. We issue Stock Compensation Trust shares or new shares for stock option exercises and restricted stock grants. As of December 31, 2008, there were 1,800,000 shares and 373,057 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive plans.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Stock-based compensation expense was as follows:

 

     2008    2007    2006
     (In thousands)

Restricted stock

   $ 2,791    $ 2,691    $ 2,204

Stock options

     2,665      2,100      1,730
                    

Total compensation expense before income taxes

     5,456      4,791      3,934

Income tax benefit

     1,896      1,711      1,434
                    

Total compensation expense, net of income tax benefit

     3,560      3,080      2,500
                    

We did not capitalize any stock-based compensation expense in 2008, 2007, or 2006.

Stock option expense is based on the fair value of stock option grants estimated on the grant dates using the Black-Scholes option pricing model and the following weighted average assumptions for options granted in 2008, 2007, and 2006.

 

     2008     2007     2006  

Fair value per option

   $ 16.10     $ 15.46     $ 16.38  

Risk-free interest rate

     3.3 %     4.6 %     4.6 %

Expected dividend yield

     1.9 %     1.9 %     1.4 %

Expected volatility

     40 %     40 %     41 %

Expected life (years)

     6.1       6.0       5.7  

The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date converted into an implied spot rate yield curve. Expected dividend yield is based on the most recent annualized dividend divided by the one year average closing share price. Expected volatility is based on the ten year historical volatility using daily stock prices. Expected life is based on historical stock option exercise data.

A summary of option activity follows:

 

     Shares     Weighted
Average
Exercise Price
   Exercisable at
Year-end

Outstanding at January 1, 2006

   1,554,207     $ 17.17   

Granted

   181,527       40.20   

Exercised

   (204,375 )     9.29   
               

Outstanding December 31, 2006

   1,531,359       20.95    1,349,832

Granted

   199,292       40.32   

Exercised

   (123,874 )     17.22   

Forfeited

   (44,372 )     42.00   
               

Outstanding December 31, 2007

   1,562,405       23.12    1,210,746

Granted

   224,961       44.93   

Exercised

   (80,927 )     9.32   
               

Outstanding December 31, 2008

   1,706,439       26.65    1,229,907
               

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

For various exercise price ranges, characteristics of outstanding and exercisable stock options at December 31, 2008 were as follows:

 

     Stock Options Outstanding
          Weighted-Average

Range of Exercise Prices

           Shares                    Exercise Price                    Remaining Life        
$  7.07 – $13.57    739,248    $ 10.39    3.4 Years
$25.07 – $28.06    210,997      25.20    5.0          
$40.08 – $50.25    756,194      42.95    7.2          
                
$ 7.07 – $50.25    1,706,439      26.65    5.3          
                
     Stock Options Exercisable
          Weighted-Average

Range of Exercise Prices

   Shares    Exercise Price    Remaining Life
$  7.07 – $13.57    739,248    $ 10.39    3.4 Years
$25.07 – $28.06    210,997      25.20    5.0          
$40.08 – $50.25    279,662      43.84    5.1          
                
$  7.07 – $50.25    1,229,907      20.54    4.0          
                

The aggregate intrinsic value of stock options exercisable at December 31, 2008 was $4.1 million. The aggregate intrinsic value of stock options outstanding at December 31, 2008 was a negative $4.7 million.

A summary of restricted stock activity follows:

 

     Shares     Weighted
Average
Grant
Date Fair
Value

Unvested at January 1, 2006

   169,891     $ 25.10

Granted

   47,738       40.29

Vested

   (76,813 )     12.18

Forfeited

   (2,346 )     40.08
            

Unvested at December 31, 2006

   138,470       37.26

Granted

   95,976       41.60

Vested

   (51,113 )     28.44
            

Unvested at December 31, 2007

   183,333       42.00

Granted

   71,900       44.68

Vested

   (62,716 )     43.35

Forfeited

   (3,455 )     42.26
            

Unvested at December 31, 2008

   189,062       42.56
            

During the years ended December 31, 2008, 2007, and 2006, the total intrinsic value of stock options exercised (i.e. the difference between the market price at exercise and the option price paid to exercise the option) was $2.5 million, $3.8 million, and $6.3 million, respectively. The fair values of restricted stock vested during the years ended December 31, 2008, 2007, and 2006 were $2.5 million, $2.1 million, and $2.9 million, respectively.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

On December 31, 2008, there was $6.1 million of unrecognized stock-based compensation expense. The weighted average period over which this expense is expected to be recognized was approximately 2 years.

Note 9—Long-Term Debt

 

     December 31
     2008    2007
     (In thousands)

U.S.

     

Industrial development debt issues payable through 2022, 2.12%

   $ 6,750    $ 6,750

Senior Notes payable through 2012, 8.39%

     32,574      39,826

Senior Notes payable through 2021, 5.41%

     60,000      60,000

Note payable through 2011, net of unamortized discount of $492 and $850

     5,508      7,150

International

     

Various notes payable through 2008, 5.80%

     —        8
             

Total

     104,832      113,734

Amounts due in one year

     10,750      10,008
             

Long-term debt

     94,082      103,726
             

Approximate maturities of these obligations over the next five years are $10.8 million in 2009, $12.0 million in 2010, $9.5 million in 2011, $8.6 million in 2012, $6.7 million 2013, and $57.2 million thereafter. Some debt agreements require us to maintain certain financial ratios and minimum net worth and contain restrictions on the total amount of debt. We were in compliance with our debt covenants as of December 31, 2008.

Note 10—Goodwill and Intangible Assets

Changes in goodwill and intangible assets, net of accumulated amortization, during the year ended December 31, 2008 were as follows:

 

     Goodwill     Intangibles  
     (In thousands)  

Net balances at January 1, 2008

   $ 87,011     $ 15,633  

Goodwill and intangibles acquired

     —         2,192  

Adjustments to purchase price allocations

     (1,289 )     1,289  

Amortization expense

     —         (3,214 )

Currency translation and other

     (2,511 )     (399 )
                

Net balances at December 31, 2008

     83,211       15,501  
                

At December 31, 2008, goodwill of approximately $63.5 million, $16.6 million, and $3.1 million related to the North American, European, and International operating segments, respectively.

In March 2008, we finalized the allocation of the purchase price related to the March 2007 acquisition of Acceleron Technologies, LLC. The final allocation resulted in a $1.3 million adjustment between goodwill and intangibles.

Intangible assets acquired includes additional consideration of $1.9 million paid to the former owners of Acceleron based on the achievement of specific technology milestones during 2008.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Intangible assets include patents, license agreements, copyrights, and trademarks. These items are included in other noncurrent assets. At December 31, 2008, intangible assets totaled $15.5 million, net of accumulated amortization of $12.1 million. Intangible asset amortization expense over the next five years is expected to be approximately $2.0 million in 2009, $2.0 million in 2010, $1.8 million in 2011, $0.8 million in 2012, and $0.8 million in 2013.

Note 11—Pensions and Other Postretirement Benefits

We maintain various defined benefit and defined contribution plans covering the majority of our employees. Our principal U.S. plan is funded in compliance with the Employee Retirement Income Security Act (ERISA). It is our general policy to fund current costs for the international plans, except in Germany and Mexico, where it is common practice and permissible under tax laws to accrue book reserves.

We provide health care benefits and limited life insurance for certain retired employees who are covered by our principal U.S. defined benefit pension plan until they become Medicare-eligible.

We adopted FAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, effective December 31, 2006. FAS No. 158 requires an employer to recognize the funded status of each of its defined benefit pension and postretirement benefit plans as a net asset or liability in its statement of financial position with an offsetting amount in accumulated other comprehensive income, and to recognize changes in that funded status through comprehensive income in the year in which changes occur. Upon the adoption of FAS No. 158, additional minimum pension liabilities and related intangible assets were no longer recognized. The provisions of FAS No. 158 were applied on a prospective basis. The adoption of FAS No. 158 resulted in the following impacts at December 31, 2006: an increase of $67.5 million in prepaid pension costs, an increase of $23.4 million in accrued pension and other postretirement benefit liabilities, and an increase of $43.5 million ($26.6 million after-tax) in accumulated other comprehensive income.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Information pertaining to defined benefit pension plans and other postretirement benefits plans is provided in the following table.

 

    Pension Benefits     Other Benefits  
    2008     2007     2008     2007  
    (In thousands)  

Change in Benefit Obligations

       

Benefit obligations at January 1

  $ 338,942     $ 315,337     $ 26,054     $ 24,906  

Service cost

    9,306       10,236       693       635  

Interest cost

    18,888       17,733       1,855       1,484  

Participant contributions

    314       438       —         —    

Plan amendments

    122       578       —         —    

Actuarial (gains) losses

    (43,752 )     447       7,093       1,526  

Benefits paid

    (16,707 )     (16,362 )     (2,222 )     (2,497 )

Curtailments

    (252 )     —         —         —    

Settlements

    (131 )     —         —         —    

Currency translation effects

    (7,258 )     10,535       —         —    
                               

Benefit obligations at December 31

    299,472       338,942       33,473       26,054  
                               

Change in Plan Assets

       

Fair value of plan assets at January 1

    455,596       442,334       —         —    

Actual return on plan assets

    (143,326 )     24,522       —         —    

Employer contributions

    3,333       3,074       1,081       497  

Participant contributions

    314       438       182       —    

Benefits paid

    (13,939 )     (13,807 )     (2,405 )     (2,497 )

Section 420 transfer to retiree medical plan

    (1,142 )     (2,000 )     1,142       2,000  

Reimbursement of German benefits

    (2,768 )     (2,555 )     —         —    

Settlements

    (131 )     —         —         —    

Currency translation effects

    (4,296 )     3,590       —         —    
                               

Fair value of plan assets at December 31

    293,641       455,596       —         —    
                               

Funded Status

       

Funded status at December 31

    (5,831 )     116,654       (33,473 )     (26,054 )

Unrecognized transition losses

    64       123       —         —    

Unrecognized prior service cost

    1,225       1,306       (1,811 )     (2,169 )

Unrecognized net actuarial losses (gains)

    96,984       (37,585 )     16,276       10,398  
                               

Net amount recognized

    92,442       80,498       (19,008 )     (17,825 )
                               

Amounts Recognized in the Balance Sheet

       

Noncurrent assets

    78,037       212,304       —         —    

Current liabilities

    (4,485 )     (3,979 )     (2,638 )     (1,615 )

Noncurrent liabilities

    (79,383 )     (91,671 )     (30,835 )     (24,439 )
                               

Net amount recognized

    (5,831 )     116,654       (33,473 )     (26,054 )
                               

Amounts Recognized in Accumulated Other Comprehensive Income

       

Net actuarial losses (gains)

    96,984       (37,585 )     16,276       10,398  

Prior service cost (credit)

    1,225       1,306       (1,811 )     (2,169 )

Unrecognized net initial obligation

    64       123       —         —    
                               

Total (before tax effects)

    98,273       (36,156 )     14,465       8,229  
                               

Accumulated Benefit Obligations for all Defined Benefit Plans

    269,108       282,080       —         —    

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

     Pension Benefits     Other Benefits  
     2008     2007     2006     2008     2007     2006  
     (In thousands)  

Components of Net Periodic Benefit (Credit) Cost

            

Service cost

   $ 9,306     $ 10,236     $ 9,597     $ 693     $ 635     $ 614  

Interest cost

     18,888       17,733       16,066       1,855       1,484       1,399  

Expected return on plan assets

     (36,819 )     (33,980 )     (31,287 )     —         —         —    

Amortization of transition amounts

     20       44       44       —         —         —    

Amortization of prior service cost

     176       190       198       1,215       (358 )     (227 )

Recognized net actuarial (gains) losses

     (1,453 )     1,125       1,089       (358 )     778       820  

Settlement loss

     —         —         146       —         —         —    

Curtailment loss

     34       117       —         —         —         —    

Termination benefits

     —         —         4,843       —         —         —    
                                                

Net periodic benefit (credit) cost

     (9,848 )     (4,535 )     696       3,405       2,539       2,606  
                                                

 

     Pension Benefits     Other Benefits  
     2008     2007     2008     2007  

Assumptions used to determine benefit obligations

        

Discount rate

   6.2 %   6.0 %   6.3 %   6.3 %

Rate of compensation increase

   3.7 %   4.4 %   —       —    

Assumptions used to determine net periodic benefit cost

        

Discount rate

   6.0 %   5.6 %   6.3 %   6.0 %

Expected return on plan assets

   8.4 %   8.4 %   —       —    

Rate of compensation increases

   4.4 %   4.4 %   —       —    

The expected return on assets for the 2008 net periodic pension cost was determined by multiplying the expected returns of each asset class (based on historical returns) by the expected percentage of the total portfolio invested in that asset class. A total return was determined by summing the expected returns over all asset classes.

 

     Plan Assets at
December 31
 
     2008     2007  

Asset Category

    

Equity securities

   64.9 %   82.9 %

Debt securities

   28.9 %   12.4 %

Real estate

   0.2 %   0.2 %

Cash/other

   6.0 %   4.5 %
            

Total

   100.0 %   100.0 %
            

Investment policies are determined by the plan’s Investment Committee and set forth in the plan’s investment policy. Asset managers are granted discretion for determining sector mix, selecting securities and timing transactions, subject to the guidelines of the investment policy. An aggressive, flexible management of the portfolio is permitted and encouraged, with shifts of emphasis among equities, fixed income securities, and cash equivalents at the discretion of each manager. No target asset allocations are set forth in the investment policy.

We expect to make net contributions of $2.5 million to our pension plans in 2009.

For measurement purposes, a 9.5% increase in the costs of covered health care benefits was assumed for the year 2008, decreasing by 1.0% for each successive year to 4.5% in 2013 and thereafter. A one-percentage-point

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

change in assumed health care cost trend rates would have increased or decreased the other postretirement benefit obligations and current year plan expense by approximately $1.9 million and $0.2 million, respectively.

Expense for defined contribution pension plans was $4.1 million in 2008, $3.7 million in 2007, and $4.0 million in 2006.

Estimated pension benefits to be paid under our defined benefit pension plans during the next five years are $16.1 million in 2009, $16.7 million in 2010, $17.0 million in 2011, $18.0 million in 2012, $18.5 million in 2013 and are expected to aggregate $105.2 million for the five years thereafter. Estimated other postretirement benefits to be paid during the next five years are $2.6 million in 2009, $2.6 million in 2010, $2.8 million in 2011, $2.7 million in 2012, $2.8 million in 2013, and are expected to aggregate $14.7 million for the five years thereafter.

Note 12—Other Income

 

     2008    2007     2006  
     (In thousands)  

Interest income

   $ 2,450    $ 4,246     $ 3,062  

Gain on asset dispositions, net

     2,157      13,973       2,865  

Minority interests

     96      (253 )     (32 )

Other, net

     558      (570 )     (511 )
                       

Total

     5,261      17,396       5,384  
                       

The 2007 gain on asset dispositions includes a $10.6 million gain on the sale of 83 acres of property in our Cranberry Woods office park to Wells Real Estate Investment Trust II—Cranberry Woods Development Inc.

Note 13—Leases

We lease office space, manufacturing and warehouse facilities, automobiles, and other equipment under operating lease arrangements. Rent expense was $12.9 million in 2008, $12.6 million in 2007, and $11.2 million in 2006. Minimum rent commitments under noncancelable leases are $9.1 million in 2009, $7.4 million in 2010, $5.3 million in 2011, $2.0 million in 2012, $1.7 million in 2013, and $1.9 million thereafter.

Note 14—Short-Term Debt

Short-term bank lines of credit amounted to $101.6 million, of which $51.5 million was unused at December 31, 2008. Generally, these short-term lines of credit are renewable annually. There are no significant commitment fees or compensating balance requirements. Short-term borrowings with banks, which exclude the current portion of long-term debt, were $50.1 million and $44.7 million at December 31, 2008 and 2007, respectively. The average month-end balance of total short-term borrowings during 2008 was $54.8 million, while the maximum month-end balance of $75.5 million occurred at October 31, 2008. The weighted average interest rates on short-term borrowings at December 31, 2008 and 2007 were 4% and 6%, respectively.

Note 15—Derivative Financial Instruments

In 2004, we entered into an eight year interest rate swap agreement. Under the terms of the agreement, we receive a fixed interest rate of 8.39% and pay a floating interest rate based on LIBOR. The notional amount of

 

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the swap was $20.0 million at December 31, 2007 and was $16.0 million at December 31, 2008. The interest rate swap has been designated as a fair value hedge of a portion of our fixed rate 8.39% Senior Notes.

In order to account for these derivatives as hedges, the interest rate swap must be highly effective at offsetting changes in the fair value of the hedged debt. We have assumed that there is no ineffectiveness in the hedge, since all of the critical terms of the hedge match the underlying terms of the hedged debt.

The fair value of the interest rate swap at December 31, 2008 has been recorded as an asset of $0.6 million that is included in other noncurrent assets, with an offsetting increase in the carrying value of long-term debt.

As a result of entering into the interest rate swap, we have increased our exposure to interest rate fluctuations. Differences between the fixed rate amounts received and the variable rate amounts paid are recognized in interest expense on an ongoing basis. This rate difference did not have a significant effect on interest expense during the year ended December 31, 2008 and increased interest expense by $0.4 million during the year ended December 31, 2007.

As part of our currency exchange rate risk management strategy, we enter into certain derivative foreign currency forward contracts that do not meet the criteria for hedge accounting under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, but which have the impact of partially offsetting certain foreign currency exposures. We account for these forward contracts on a full mark-to-market basis and report the related losses or gains in currency exchange losses (gains). At December 31, 2008, the notional amount of open forward contracts was $9.5 million. The unrealized loss on these contracts was $0.5 million at December 31, 2008. Substantially all of these contracts will mature during the first quarter of 2009

Note 16—Acquisitions

In December 2007, we acquired TecBOS GmbH of Halstenbek, Germany, a leading developer of software solutions for the fire service and other emergency planning organizations. A purchase price of $0.7 million was paid in cash to the previous owners. We allocated $0.5 million of the purchase price to intangible assets.

In March 2007, we acquired Acceleron Technologies, LLC, a San Francisco-based developer of advanced technology suitable for personal locator devices. We believe that the acquisition of this technology significantly expedites the development of reliable systems for first responder and soldier location applications. The initial purchase price of $5.7 million included amounts paid to the previous owners and other direct costs associated with the acquisition. In accordance with the terms of the acquisition agreement, additional cash consideration of $1.9 million was paid to the former owners of Acceleron based on the achievement of specific technology development milestones during 2008. Under the terms of the acquisition agreement, we have no further obligations to the former owners of Acceleron. The total acquisition price of $7.6 million has been allocated to intangible assets.

In March 2007, we acquired the outstanding shares of MSA (India) Limited that were previously held by our joint venture partner. As a wholly-owned subsidiary under MSA management, we believe that we are better positioned to take advantage of opportunities in the large and growing Indian market. We allocated $0.6 million of the $1.1 million purchase price to goodwill.

In September 2006, we acquired Paraclete Armor and Equipment, Inc. of St. Pauls, North Carolina. Paraclete is an innovator and developer of advanced ballistic body armor used by military personnel, including Special Forces units of the U.S. military. The purchase price of $30.4 million included a note payable and cash

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

paid to the previous owners and other direct external costs associated with the acquisition. The note is non-interest bearing and is payable in five annual installments of $2.0 million beginning September 1, 2007. We recorded the note at a fair value of $8.5 million at the time of issuance. The note discount of $1.5 million is being recognized as interest expense over its term. We allocated $2.7 million of the acquisition price to intangible asset and $22.7 million to goodwill. Goodwill related to Paraclete is deductible for tax purposes.

In January 2006, we acquired Select Personal Protective Equipment (Select PPE) of South Africa, an established supplier of multi-brand safety equipment and solutions to the South African mining industry. The purchase price of $7.9 million in cash included amounts paid to the previous owners and other direct costs associated with the acquisition. We allocated $1.6 million of the purchase price to intangible assets and $3.0 million to goodwill. Goodwill related to Select PPE is not deductible for tax purposes. At the same time, we took steps to ensure our compliance with South African Black Economic Empowerment (BEE) requirements by contributing our existing South African company, MSA Africa, and Select PPE to a newly-formed South African holding company in exchange for 74.9% common ownership interest in the holding company, preferred stock and interest bearing notes receivable. The new South African holding company issued 37,650 common shares, the remaining 25.1% ownership interest, to Mineworkers Investment Company of Johannesburg, South Africa at a price of $0.7 million. The carrying value of these shares was $0.8 million on the transaction date. Accordingly, we recognized a loss of $0.1 million, net of tax benefit, in connection with this transaction. We elected to account for the $0.1 million loss on the sale of stock by a subsidiary in net income and have applied this method consistently.

The operating results of all acquisitions have been included in our consolidated financial statements from their respective acquisition dates. Pro forma consolidated results, as if the acquisitions had occurred at the beginning of 2006, would not be materially different from the results reported.

Note 17—Fair Value Measurements

On January 1, 2008, we adopted FAS No. 157, Fair Value Measurements, as it relates to financial assets and liabilities that are remeasured and reported at least annually. In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of FAS No. 157 for all nonfinancial assets and liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2009. Also in February 2008, the FASB issued FSP 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13, which amends FAS No. 157 to exclude FAS No. 13, Accounting for Leases, and its related interpretive accounting pronouncements.

FAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. Our adoption of FAS No. 157, as it relates to financial assets and liabilities that are remeasured and reported at least annually, had no impact on consolidated results of operations or financial condition. We do not believe that the adoption of FAS No. 157, as it relates to nonfinancial assets and liabilities, will have a material impact on our consolidated results of operations or financial condition.

FAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source under generally accepted accounting principles for the definition of fair value, except for the fair value of leased property as defined in FAS No. 13. FAS No. 157 establishes a fair value hierarchy that

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FAS No. 157 are:

 

   

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

   

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

   

Level 3—Inputs that are both significant to the fair value measurement and unobservable.

In 2008, the valuation methodologies we used to measure financial assets and liabilities within the scope of FAS No. 157 were limited to the derivative financial instruments described in Note 15. We estimate the fair value of these financial instruments, consisting of an interest rate swap and foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of these financial instruments are classified within Level 2 of the fair value hierarchy.

Note 18—Contingencies

Various lawsuits and claims arising in the normal course of business are pending against us. These lawsuits are primarily product liability claims. We are presently named as a defendant in approximately 2,600 lawsuits, primarily involving respiratory protection products allegedly manufactured and sold by us. Collectively, these lawsuits represent a total of approximately 12,600 plaintiffs. Approximately 90% of these lawsuits involve plaintiffs alleging they suffer from silicosis, with the remainder alleging they suffer from other or combined injuries, including asbestosis. These lawsuits typically allege that these conditions resulted in part from respirators that were negligently designed or manufactured by us. Consistent with the experience of other companies involved in silica and asbestos-related litigation, in recent years there has been an increase in the number of asserted claims that could potentially involve us. We cannot determine our potential maximum liability for such claims, in part because the defendants in these lawsuits are often numerous, and the claims generally do not specify the amount of damages sought.

With some limited exceptions, we maintain insurance against product liability claims. We also maintain a reserve for uninsured product liability based on expected settlement charges for pending claims and an estimate of unreported claims derived from experience, sales volumes, and other relevant information. We evaluate our exposures on an ongoing basis and make adjustments to the reserve as appropriate. Based on information currently available, we believe that the disposition of matters that are pending will not have a materially adverse effect on our financial condition.

In the normal course of business, we make payments to settle product liability claims and for related legal fees and record receivables for the amounts covered by insurance. Various factors could affect the timing and amount of recovery of insurance receivables, including: the outcome of negotiations with insurers, legal proceedings with respect to product liability insurance coverage, and the extent to which insurers may become insolvent in the future.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

We are currently involved in coverage litigation with Century Indemnity Company (Century). Century filed a lawsuit in the Superior Court of New Jersey seeking a declaration of Century’s obligations with respect to certain asbestos, silica and other claims under five insurance policies issued to us by Century. The New Jersey Superior Court issued an order granting our motion to dismiss this case on jurisdictional grounds. Century appealed that order and on February 26, 2008, the Appellate Division of the Superior Court of New Jersey affirmed the decision of the trial court dismissing the case. The decision of the appellate court was not appealed and the New Jersey action is concluded. We have sued Century in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging that Century breached the five insurance policies by failing to pay amounts owing to us. The Pennsylvania court has denied a motion by Century to stay or dismiss the Pennsylvania lawsuit in favor of the New Jersey action. The court also denied certain preliminary motions filed by both parties to narrow the issues in dispute. We filed a motion to compel discovery, which was granted by the court in October 2008, and Century has begun to comply with that order. It is expected that additional motions will be filed during discovery. We believe that Century’s refusal to indemnify us under the policies is wholly contrary to Pennsylvania law and we are vigorously pursuing the legal actions necessary to collect all amounts.

We regularly evaluate the collectibility of insurance receivables and record the amounts that we conclude are probable of collection based on our analysis of our various policies, pertinent case law interpreting comparable policies and our experience with similar claims. Receivables from insurance carriers totaled $60.6 million and $39.1 million at December 31, 2008 and 2007, respectively. Based upon our evaluation of applicable insurance coverage and the current status of the coverage litigation discussed in the preceding paragraph, we believe that the recorded balance is fully recoverable from carriers.

Note 19—Recently Issued Accounting Standards

In December 2007, the FASB issued FAS No. 141 (revised 2007), Business Combinations, which replaces FAS No. 141, Business Combinations. FAS No. 141(R) changes a number of significant aspects of the application the acquisition method of accounting for business combinations. Under FAS No. 141(R), acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will generally affect income tax expense. FAS No. 141(R) is effective on a prospective basis for business combinations with acquisition dates on or after the January 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. Adjustments to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of FAS No. 141(R) would also apply the provisions of FAS No. 141(R). We do not expect that the adoption of this statement, as it relates to past acquisitions, will have a material effect on our consolidated results of operations or financial condition.

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. FAS No. 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain ARB No. 51 consolidation procedures for consistency with the requirements of FAS No. 141(R) and expands disclosure requirements regarding the interests of the parent and its noncontrolling interest. FAS No. 160 is effective January 1, 2009. We do not expect that the adoption of this statement will have a material effect on our consolidated results of operations or financial condition.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

In December 2007, the Emerging Issues Task Force issued EITF No. 07-1, Accounting for Collaborative Arrangements. EITF No. 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statement and includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. EITF No. 07-1 is effective January 1, 2009 and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. We do not expect that the adoption of this statement will have a material effect on our consolidated results of operations or financial condition.

In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. FAS No. 161 requires companies to provide disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for under FAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. FAS No. 161 is effective January 1, 2009. We are currently evaluating the disclosure requirements of this statement.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets. The objective of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS No. 141(R), Business Combinations. This FSP applies to all intangible assets, whether acquired in a business combination or otherwise, and is to be applied prospectively to intangible assets acquired on or after January 1, 2009. We do not expect that the adoption of this FSP will have a material effect on our consolidated results of operations or financial condition.

In December 2008, the FASB issued FASB Staff Position No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets. This FSP amends FAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about defined benefit pension or other postretirement plan assets, including investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets, and significant concentrations of risk within plan assets. This FSP is effective on December 31, 2009. We are currently evaluating the disclosure requirements of this statement.

Note 20—Subsequent Event

During January 2009, there were 61 North American segment employees who made irrevocable elections to retire under the terms of a focused voluntary retirement incentive program (VRIP). These employees retired on January 31, 2009. VRIP non-cash special termination benefits expense of $6.3 million was recorded in January 2009. We expect that the staff reductions associated with the VRIP will result in annual pre-tax savings of approximately $5.0 million.

 

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MINE SAFETY APPLIANCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 21—Quarterly Financial Information (Unaudited)

 

     2008
     Quarters    Year
     1st    2nd    3rd    4th   
     (In thousands, except earnings per share)

Net sales

   $ 266,344    $ 293,162    $ 285,941    $ 288,835    $ 1,134,282

Gross profit

     106,352      111,589      108,738      105,924      432,603

Net income

     16,027      19,954      17,943      16,498      70,422

Basic earnings per share

     .45      .56      .50      .46      1.98

Diluted earnings per share

     .44      .55      .50      .46      1.96
     2007
     Quarters    Year
     1st    2nd    3rd    4th   
     (In thousands, except earnings per share)

Net sales

   $ 225,939    $ 249,099    $ 247,675    $ 267,539    $ 990,252

Gross profit

     89,169      93,796      90,268      100,816      374,049

Net income

     16,068      17,328      16,735      17,457      67,588

Basic earnings per share

     .45      .49      .47      .49      1.89

Diluted earnings per share

     .44      .48      .46      .48      1.86

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in internal control. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

See Item 8. Financial Statements and Supplementary Data—”Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

Item 9B. Other Information

None.

 

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Incorporated by reference herein pursuant to Rule 12b—23 are (1) “Election of Directors,” (2) “Executive Compensation,” (3) “Other Information Concerning the Board of Directors,” (4) “Stock Ownership,” and (5) “Selection of Independent Registered Public Accounting Firm,” appearing in the Proxy Statement filed pursuant to Regulation 14A in connection with the registrant’s Annual Meeting of Shareholders to be held on May 12, 2009. The information appearing in such Proxy Statement under the caption “Audit Committee Report” and the other information appearing in such Proxy Statement and not specifically incorporated by reference herein is not incorporated herein. As to Item 10 above, also see the information reported in Part I of this Form 10-K, under the caption “Executive Officers of the Registrant,” which is incorporated herein by reference. As to Item 10 above, the Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer and principal accounting officer and other Company officials. The text of the Code of Ethics is available on the Company’s Internet site at www.MSANet.com. Any amendment to, or waiver of, a required provision of the Code of Ethics that applies to the Company’s principal executive, financial or accounting officer will also be posted on the Company’s Internet site at that address.

As to Item 12 above, the following table sets forth information as of December 31, 2008 concerning common stock issuable under the Company’s equity compensation plans.

 

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

   1,706,439    $ 26.65    2,173,057 *

Equity compensation plans not approved by security holders

   None      —      None  

Total

   1,706,439    $ 26.65    2,173,057  

 

* Includes 1,800,000 shares available for issuance under the 2008 Management Equity Incentive Plan and 373,057 shares available for issuance under the 2008 Non-Employee Directors’ Equity Incentive Plan.

 

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements and Report of Independent Registered Public Accounting Firm (see Part II, Item 8 of this Form 10-K).

The following information is filed as part of this Form 10-K.

 

     Page

Management’s Report on Responsibility for Financial Reporting and Management’s Report on Internal Control Over Financial Reporting

   34

Report of Independent Registered Public Accounting Firm

   35

Consolidated Statement of Income—three years ended December 31, 2008

   36

Consolidated Balance Sheet—December 31, 2008 and 2007

   37

Consolidated Statement of Cash Flows—three years ended December 31, 2008

   38

Consolidated Statement of Changes in Retained Earnings and Other Comprehensive Income—three years ended December 31, 2008

   39

Notes to Consolidated Financial Statements

   40

(a) 2. The following additional financial information for the three years ended December 31, 2008 is filed with the report and should be read in conjunction with the above financial statements:

Schedule II—Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements and consolidated notes to the financial statements listed above.

(a) 3. Exhibits

 

(3 )(i)   Restated Articles of Incorporation as amended and restated May 23, 1986 and as further amended through May 2007, filed as Exhibit 3.1 to Form 8-K on May 15, 2007, is incorporated herein by reference.
(3 )(ii)   By-laws of the registrant, as amended to February 28, 2008, filed as Exhibit 3.1 to Form 8-K on March 5, 2008, is incorporated herein by reference.
(10 )(a)*   2008 Management Equity Incentive Plan, filed as Exhibit 10.1 to Form 8-K on May 15, 2008, 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.

(10 )(c)*   Supplemental Pension Plan as of May 5, 1998, filed as Exhibit 10(d) to Form 10-Q on August 12, 2003, is incorporated herein by reference.
(10 )(d)*   2008 Non-Employee Directors’ Equity Incentive Plan, filed as Exhibit 10.2 to Form 10-Q on July 28, 2008, is incorporated herein by reference.
(10 )(e)*   Executive Insurance Program as Amended and Restated as of January 1, 2006, filed as Exhibit 10(a) to Form 10-Q on August 7, 2007, is incorporated herein by reference.
(10 )(f)*   Annual Incentive Bonus Plan as of May 5, 1998, filed as Exhibit 10(g) to Form 10-Q on August 12, 2003, is incorporated herein by reference.
(10 )(g)*   Form of Severance Agreement as of May 20, 1998 between the registrant and John T. Ryan III, filed as Exhibit 10(h) to Form 10-Q on August 12, 2003, is incorporated herein by reference.

 

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(10 )(h)*   Form of Severance Agreement between the registrant and the other executive officers filed as Exhibit 10(i) to Form 10-Q on August 12, 2003, is incorporated herein by reference.
(10 )(i)   Trust Agreement, effective June 1, 1996, as amended through May 13, 2008, between the registrant and PNC Bank, N.A. re the Mine Safety Appliances Company Stock Compensation Trust filed as Exhibit 10.3 to Form 10-Q on July 28, 2008, is incorporated herein by reference.
(10 )(j)*   MSA Supplemental Savings Plan, as amended and restated effective January 1, 2003, filed as Exhibit 10(l) to Form 10-K on March 28, 2003, is incorporated herein by reference.
(10 )(k)*   CEO Annual Incentive Award Plan filed as Appendix A to the registrant’s definitive proxy statement dated March 29, 2005, is incorporated herein by reference.
(21 )   Affiliates of the registrant is filed herewith.
(23 )   Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm is filed herewith.
(31 )(1)   Certification of W. M. Lambert pursuant to Rule 13a-14(a) is filed herewith.
(31 )(2)   Certification of D. L. Zeitler pursuant to Rule 13a-14(a) is filed herewith.
(32 )   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.(S)1350 is filed herewith.

 

* The exhibits marked by an asterisk are management contracts or compensatory plans or arrangements.

The registrant agrees to furnish to the Commission upon request copies of all instruments with respect to long-term debt referred to in Note 9 of the Notes to Consolidated Financial Statements filed as part of Item 8 of this annual report which have not been previously filed or are not filed herewith.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MINE SAFETY APPLIANCES COMPANY      
February 26, 2009     By   /s/    WILLIAM M. LAMBERT        
(Date)       William M. Lambert
       

President and

Chief Executive Officer

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

 

Signature

  

Title

 

Date

/s/    JOHN T. RYAN III        

John T. Ryan III

  

Director, Chairman of the Board

  February 26, 2009

/s/    WILLIAM M. LAMBERT        

William M. Lambert

  

Director; President and Chief Executive Officer

  February 26, 2009

/s/    DENNIS L. ZEITLER        

Dennis L. Zeitler

  

Senior Vice President—Finance; Principal Financial and Accounting Officer

  February 26, 2009

/s/    ROBERT A. BRUGGEWORTH        

Robert A. Bruggeworth

  

Director

  February 26, 2009

/s/    JAMES A. CEDERNA

James A. Cederna

  

Director

  February 26, 2009

/s/    THOMAS B. HOTOPP      

Thomas B. Hotopp

  

Director

  February 26, 2009

/s/    DIANE M. PEARSE        

Diane M. Pearse

  

Director

  February 26, 2009

/s/    L. EDWARD SHAW, JR.        

L. Edward Shaw, Jr.

  

Director

  February 26, 2009

/s/    JOHN C. UNKOVIC        

John C. Unkovic

  

Director

  February 26, 2009

/s/    THOMAS H. WITMER        

Thomas H. Witmer

  

Director

  February 26, 2009

 

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SCHEDULE II

MINE SAFETY APPLIANCES COMPANY AND AFFILIATES

VALUATION AND QUALIFYING ACCOUNTS

THREE YEARS ENDED DECEMBER 31, 2008

 

     2008    2007    2006
     (In thousands)

Allowance for doubtful accounts:

        

Balance at beginning of year

   $ 6,558    $ 5,574    $ 6,041

Additions—

        

Charged to costs and expenses

     1,727      1,673      1,063

Deductions—

        

Deductions from reserves (1)

     2,235      689      1,530
                    

Balance at end of year

     6,050      6,558      5,574
                    

Income tax valuation allowance:

        

Balance at beginning of year

     1,846      —        —  

Additions—

        

Charged to costs and expenses

     1,127      1,846      —  

Deductions—

        

Deductions from reserves

     —        —   &n