2 unchanged sentences
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 (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principle financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Management has excluded B T Q Limited ("Bristol") and Bacharach, Inc.
+Added: ("Bacharach") from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in a purchase business combination in the first and third quarters of 2021, respectively.
+Added: Both entities are wholly-owned by MSA.
(b) Changes in internal control .
2 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
31 unchanged sentences
Management's Report on Responsibility for Financial Reporting and Management's Report on Internal Control Over Financial Reporting
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Ac counting Firm (PCAOB ID:
Consolidated Statements of Income—three years ended December 31, 2021 40
12 unchanged sentences
3(ii) Amended and restated By-laws of the registrant, filed as Exhibit 3.2 to Form 8-K on March 7, 2014, is incorporated herein by reference.
−Removed: 4(a) First Amendment dated September 7, 2018 to the Second Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement dated January 22, 2016 by and among MSA Safety Incorporated, various Company subsidiaries, as guarantors, and the noteholders named therein, including forms of Note Guarantee and Intercompany Subordination Agreement, filed as Exhibit 4.1 to Form 8-K on September 10, 2018, is incorporated herein by reference.
−Removed: 4(b) Form of Amended and Restated Guarantee Agreement entered into as of March 7, 2014 by each of General Monitors, Inc., General Monitors Transnational, LLC and MSA International, Inc., in favor of the Note Purchasers under the Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 7, 2014 (as confirmed and reaffirmed by such guarantors as of September 7, 2018), filed as Exhibit 4(b) to Form 10-K on February 25, 2015, is incorporated herein by reference.
−Removed: 4(c) Form of Guarantee Agreement entered into as of March 7, 2014 by each of Mine Safety Appliances Company, LLC, MSA Worldwide, LLC, MSA Advanced Detection, LLC, MSA Safety Development, LLC, MSA Technology, LLC, and MSA Innovation, LLC, in favor of the Note Purchasers under the Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 7, 2014 (as confirmed and reaffirmed by certain of such guarantors as of September 7, 2018), filed as Exhibit 4(c) to Form 10-K on February 25, 2015, is incorporated herein by reference.
4(d) Description of MSA Safety Incorporated Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as Exhibit 4(d) to Form 10-K on February 20, 2020, is incorporated herein by reference.
11 unchanged sentences
10(l)* Amended and Restated CEO Annual Incentive Award Plan filed as Appendix B to the registrant’s definitive proxy statement dated March 31, 2016, is incorporated herein by reference.
−Removed: 10(m) Third Amended and Restated Credit Agreement dated September 7, 2018 by and among MSA Safety Incorporated, MSA UK Holdings, Limited and MSA International Holdings, B.V., as borrowers, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, including forms of Guaranty and Suretyship Agreement and Intercompany Subordination Agreement, filed as Exhibit 10.1 to Form 8‑K on September 10, 2018, is incorporated herein by reference.
+Added: 10(m) Fourth Amended and Restated Credit Agreement, dated as of May 24, 2021, by and among MSA Safety Incorporated, MSA UK Holdings Limited, MSA Great Britain Holdings Limited, MSA International Holdings B.V., as borrowers, various MSA subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank National Association, as administrative agent, filed as Exhibit 10.1 to Form 8‑K/A on May 26, 2021, is incorporated herein by reference.
+Added: 10(n) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement dated July 1, 2021 with PGIM, Inc.
+Added: and the noteholders party thereto, filed as Exhibit 10.1 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference.
+Added: 10(o) Second Amended and Restated Master Note Facility dated as of July 1, 2021 with NYL Investors LLC and the noteholders party thereto, filed as Exhibit 10.2 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference .
+Added: 10(p) Agreement and Plan of Merger, dated May 23, 2021, by and among MSA Advanced Detection, LLC, a Pennsylvania limited liability company, Cardinal Merger Subsidiary, Inc., a Delaware corporation, MSA Safety Incorporated, a Pennsylvania corporation, Viking Topco, Inc., a Delaware corporation, and Laurel Solutions Holdings LLC, a Delaware limited liability company, solely in its capacity as a representative of the stockholders of Viking Topco, Inc., filed as Exhibit 10.1 to Form 8‑K on May 24, 2021, is incorporated herein by reference.
+Added: 18 Change in Accounting Principle Preferability Letter is filed herewith.
21 Affiliates of the registrant is filed herewith.
25 unchanged sentences
Vice President, Chief Financial Officer and Treasurer February 18, 2022
−Removed: / S / JONATHAN D.
+Added: / S / J ONATHAN D.
Chief Accounting Officer and Controller (Principal Accounting Officer) February 18, 2022
14 unchanged sentences
Director February 18, 2022
+Added: /s/ L UCA S AVI
+Added: Director February 18, 2022
/ S / W ILLIAM R.
16 unchanged sentences
(1) Bad debts written off, net of recoveries.
−Removed: (2) Activity for 2020, 2019 and 2018 includes currency translation losses of $( 107 ), $( 1,058 ) and $( 291 ), respectively.
−Removed: (3) Activity for 2020, 2019 and 2018 includes currency translation (losses) gains of $( 41 ), $ 104 and $( 367 ), respectively.
+Added: (2) Activity for 2021, 2020 and 2019 includes currency translation gains (losses) of $ 79 , $( 107 ) and $( 1,058 ), respectively.
+Added: (3) Activity for 2021, 2020 and 2019 includes currency translation gains (losses) of $ 29 , $( 41 ) and $ 104 , respectively.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.