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.
−Removed: Management has excluded B T Q Limited ("Bristol") and Bacharach, Inc.
−Removed: ("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.
−Removed: Both entities are wholly-owned by MSA.
(b) Changes in internal control .
36 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 Ac counting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Statements of Income—three years ended December 31, 2022 40
23 unchanged sentences
10(j)* 2003 Supplemental Savings Plan, effective January 1, 2003, filed as Exhibit 10(k) to Form 10-K on February 24, 2014, is incorporated herein by reference.
−Removed: 10(k)* 2005 Supplemental Savings Plan, effective January 1, 2005, filed as Exhibit 10.4 to Form 10-Q on April 30, 2009, is incorporated herein by reference.
−Removed: 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.
+Added: 10(k)* 2005 Supplemental Savings Plan, as amended and restated, effective June 1, 2022, is filed herewith.
+Added: 10(l)* Executive Incentive Plan, as of January 1, 2020, is filed herewith.
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.
3 unchanged sentences
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.
−Removed: 18 Change in Accounting Principle Preferability Letter is filed herewith.
+Added: 10(q) Membership Interest Purchase Agreement, dated January 5, 2023, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company, Mine Safety Appliances Company, LLC, a Pennsylvania limited liability company, Sag Main Holdings, LLC, a Delaware limited liability company, and MSA Safety Jacksonville Manufacturing LLC, a Pennsylvania limited liability company, filed as Exhibit 10.1 to Form 8-K on January 6, 2023, is incorporated by reference.
+Added: 10(r) Credit Agreement, dated January 5, 2023, by and among the Company, as borrower, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, filed as Exhibit 10.2 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(s) Amendments to Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended, among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, filed as Exhibit 10.3 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(t) Amendment No.
+Added: 1 and Consent to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, PGIM, INC.
+Added: and each of the holders of Notes, filed as Exhibit 10.4 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(u) Amendment No.
+Added: 1 and Consent to Second Amended and Restated Master Note Facility, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, NYL Investors LLC and each of the holders of Notes, filed as Exhibit 10.5 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
21 Affiliates of the registrant is filed herewith.
2 unchanged sentences
Vartanian pursuant to Rule 13a-14(a) is filed herewith.
−Removed: 31.2 Certification of Kenneth D.
−Removed: Krause pursuant to Rule 13a-14(a) is filed herewith.
+Added: 31.2 Certification of Lee B.
+Added: McChesney 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.§1350 is filed herewith.
17 unchanged sentences
(Principal Executive Officer) February 16, 2023
−Removed: / S / K ENNETH D.
−Removed: Vice President, Chief Financial Officer and Treasurer February 18, 2022
+Added: / S / L EE B.
+Added: Senior Vice President and Chief Financial Officer February 16, 2023
/ S / J ONATHAN D.
38 unchanged sentences
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.