What changed in this filing

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Item 1A. Risk Factors

2024-02-16 compared with 2023-02-16 · 75 added, 59 removed, 185 unchanged (42% of the section changed)

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In addition, we may be required to or may voluntarily recall or redesign certain products or components due to concern about product safety, quality, ease of use or customer confidence.

We continue to review, update, and execute the Company's quality management processes appropriately to meet changing market demands, technology, and product standards.

Any significant claims, recalls or field actions that result in significant expense or negative publicity against us could have a material adverse effect on our business, operating results, financial condition and liquidity, including any successful claim brought against us in excess or outside of available insurance coverage.

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Our subsidiaries are named periodically in single incident lawsuits, or, at times, in cumulative trauma product liability lawsuits which may be numerous, and the number of claims newly asserted in any given period is difficult to predict and may aggregate or escalate suddenly.

Any type of product injury claim may result in losses in excess of available insurance coverage and have a material adverse effect on our business, operating results, financial condition and liquidity.

On January 5, 2023, the Company divested MSA LLC, a wholly owned subsidiary that holds legacy product liability claims relating to coal dust, asbestos, silica, and other exposures, to a joint venture between R&Q Insurance Holdings Ltd.

Any type of product injury claim may result in losses in excess of limits or beyond the coverage afforded by available insurance and have a material adverse effect on our business, reputation, operating results, financial condition and liquidity.

On January 5, 2023, the Company divested Mine Safety Appliances Company, LLC ("MSA LLC"), a wholly owned subsidiary that holds legacy product liability claims relating to coal dust, asbestos, silica, and other exposures, to a joint venture between R&Q Insurance Holdings Ltd.

and Obra Capital, Inc.

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Third parties also could seek to assert claims against us for which MSA LLC is the legally responsible party, and we may be required to incur fees and expenses to enforce that wrongly asserted claims are properly redirected to MSA LLC.

The divested subsidiary MSA LLC and the Purchaser have indemnified us with respect to MSA LLC’s cumulative trauma product liability losses and other defined exposures.

The divested subsidiary MSA LLC and the Purchaser each have agreed to indemnify us with respect to MSA LLC’s cumulative trauma product liability losses and other defined exposures.

The ability of MSA LLC and the Purchaser to honor their indemnity obligations is subject to commercial risk and, in addition, in the event of a dispute, the transaction, negotiated indemnities, and the extent of other legally available protections may be subject to future judicial interpretation.

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Our inability to comply with these standards could result in declines in revenue, profitability and cash flow.

Changes in laws and regulations could reduce the demand for our products or require us to re-engineer our products, thereby creating opportunities for our competitors.

Changes in laws, regulations, or the standards themselves, including changes related to federal, national, state or provincial elections, could reduce the demand for our products or require us to re-engineer 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 can cause customers to accelerate or delay buying decisions.

We are subject to various federal, state and local laws and regulations across our global organization and any violation of these laws and regulations could adversely affect our results of operations.

We are subject to numerous, and sometimes conflicting, laws and regulations on matters as diverse as anti-corruption, import/export controls, product content requirements, trade restrictions, tariffs, taxation, sanctions, internal and disclosure control obligations, securities regulation, anti-competition, data privacy, Brexit changes and labor relations, among others.

We are subject to various federal, state and local laws and regulations across our global organization and any violation of these laws or regulations could adversely affect our results of operations.

This includes laws and regulations in emerging markets where legal systems may be less developed or familiar to us.

Compliance with diverse legal requirements is costly, time-consuming and requires significant resources.

Violations of one or more of these laws or regulations in the conduct of our business could result in significant fines, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation.

These actions could result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage and have a material adverse effect on our business, consolidated results of operations and financial condition.

Violations of one or more of these laws or regulations in the conduct of our business could result in significant fines, criminal prosecution or sanctions and/or civil penalties against us or our officers or other personnel, prohibitions on doing business and damage to our reputation.

These actions could result in liability for significant monetary damages, unfavorable publicity and other reputational damage and have a material adverse effect on our business, consolidated results of operations and financial condition.

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

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These environmental laws may continue to change in the future due to a variety of factors, such as government focus on climate change.

We could incur substantial costs as a result of noncompliance with or liability for cleanup pursuant to these environmental laws.

We could incur substantial costs as a result of noncompliance with or liability for cleanup pursuant to these environmental laws, which could have a material adverse effect on our business, consolidated results of operations and financial condition.

Such laws continue to change, and we may be subject to more stringent environmental laws in the future.

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We are subject to risks related to our environmental, social and governance activities and disclosures.

Environmental social and governance, often referred to as ESG, reporting and disclosure requirements continue to evolve, with increasing investor expectations and additional regulatory requirements anticipated.

Environmental social and governance, often referred to as ESG, has continued to be an area of focus from investors, customers, employees, and lawmakers, who at times may have competing, inconsistent, or varying interests.

ESG-related regulations at both state and national levels are requiring heightened attention, including climate-related disclosures.

As reporting and disclosure requirements continue to evolve, the Company anticipates increasing investor expectations and additional regulatory requirements, among other demands related to our ESG activities.

Failure to accurately and timely meet these expectations and requirements may result in reputational damage, regulatory penalties and litigation among other consequences.

We are subject to various U.S and foreign tax laws and any changes in these laws related to the taxation of businesses and resolutions of tax disputes could adversely affect our results of operations.

Congress, the Organization for Economic Co-operation and Development (or, OECD) and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies.

We are subject to various U.S.

and foreign tax laws and any changes in these laws related to the taxation of businesses and resolutions of tax disputes could adversely affect our results of operations.

Congress, the Organization for Economic Co-operation and Development ("OECD") and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies.

The OECD has changed numerous long-standing tax principles through its base erosion and profit shifting project which could adversely impact our effective tax rate.

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We depend on various components, materials and services from supply chain partners to manufacture our products.

It is possible that any of our supplier relationships could be terminated or otherwise disrupted, or that our suppliers may be unable to timely deliver to us.

It is possible that any of our supplier relationships could be terminated or otherwise disrupted, or that our suppliers may be unable to timely deliver quality components, materials or services to us.

Any sustained interruption in our receipt of adequate supplies or services could have a material adverse effect on our business, results of operations and financial condition.

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Our plans to continue to improve productivity and reduce complexity may not be successful, which could adversely affect our ability to compete.

MSA has integrated parts of its European operating segment that have historically been individually managed entities, into a centrally managed organization model.

MSA periodically evaluates the efficiency of our business, which may result in changes to the way that we operate.

For example, MSA has integrated parts of its European operating segment that have historically been individually managed entities, into a centrally managed organization model.

We plan to continue to leverage the benefits of scale created from this approach and are in the process of implementing a more efficient and cost-effective enterprise resource planning system in additional locations across the International Segment.

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It is also possible that other major productivity and streamlining programs may be required in the future.

We are subject to risks related to various U.S.

and foreign climate regulations and any changes in these regulations related to climate disclosure and penalties for non-compliance could adversely affect our results of operations.

The issue of climate variability is receiving increasing attention nationally and worldwide.

Some scientific experts are predicting a worsening of weather volatility in the future associated with climate variability.

Climate changes that have significant physical effects, such as increased frequency and severity of storms, floods, wildfires, droughts and other climatic events, could have an adverse effect on our supply chain, our business and our consolidated results of operations and financial condition.

Moreover, our operations (and the operations of many of our key suppliers) emit greenhouse gases directly.

Restrictions on emissions of methane or carbon dioxide that may be imposed could adversely impact the demand for, price of and value of our products and reserves.

For example, current and future laws or regulations limiting such emissions could increase our own costs.

At this time, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business.

RISKS RELATED TO ECONOMIC, MARKET AND COMPETITIVE CONDITIONS

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Long-term economic uncertainty in some of the regions of the world in which we operate, such as Asia, Latin America, the Middle East and Europe, could result in 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.

A portion of MSA's sales are made to customers in the oil, gas and petrochemical market.

We estimate that between approximately 25% - 30% of our global business is sold into the energy market vertical with the most significant exposure in industrial head protection, portable gas detection and FGFD.

Approximately 10% - 15% of consolidated revenue, primarily in industrial head protection and portable gas detection, is more exposed to a pullback in employment trends across the energy market.

Another 5% - 10% of consolidated revenue, primarily in FGFD is more exposed to a pullback in capital equipment spending within the energy market.

It is possible that volatility in the oil, gas and petrochemical industry, whether related to economic, climate-related energy policy, or other conditions, could negatively impact our business and could result in declines in our consolidated results of operations and cash flow.

A portion of MSA's sales are made to customers in the energy market.

It is possible that volatility in the energy market, whether related to economic, climate-related energy policy, or other conditions, could negatively impact our business and could result in declines in our consolidated results of operations and cash flow.

Pandemics or disease outbreaks, such as COVID-19, may cause unfavorable economic or market conditions which could impact demand patterns and/or disrupt global supply chains and manufacturing operations.

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These factors could negatively impact our consolidated results of operations and cash flow.

A reduction in the spending patterns of government agencies or delays in obtaining government approval for our products 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 other government agencies is, in large part, driven by available government funding.

A reduction in the spending patterns of government customers or delays in obtaining government approval for our products 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 other government customers is, in large part, driven by available government funding.

Government budgets are set annually, and we cannot assure that government funding will be sustained at similar levels in the future.

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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, technology, cost of ownership, comfort, design and style), price, service and delivery, customer support, the ability to meet the special requirements of customers, brand name trust and recognition, and e-business capabilities.

Some of our competitors have greater financial and other resources than we do, and our business 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.

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• our inability to retain key personnel of the acquired businesses;

• risks associated with unanticipated events or liabilities;

• risks associated with unanticipated or underestimated events or liabilities;

• negative impacts due to evolving legal or regulatory landscape;

• potential disruption of our existing business;

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However, continued product and/or service development and marketing efforts are subject to the risks inherent in the development process.

These risks include delays, the failure of new products and product line extensions to achieve anticipated levels of market acceptance and the risk of failed product introductions.

These risks include delays, the failure of new products and product line extensions to achieve anticipated levels of market acceptance, disruptive products, technologies and services introduced by competitors, and the risk of failed product introductions.

RISKS RELATED TO CYBERSECURITY OR MISAPPROPRIATION OF OUR CRITICAL INFORMATION

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In addition, hackers, cyber-criminals and other persons could attempt to gain unauthorized access to our information systems with the intent of harming the Company, harming our information systems or obtaining sensitive information such as intellectual property, trade secrets, financial and business development information, and customer- and vendor-related information.

To date, we have not experienced any material breaches or material losses related to cyber-attacks.

To date, we have not experienced any known material breaches or material losses related to cyber-attacks.

If our information systems or security fail, or if there is any compromise or breach of our security, it could disrupt our operations and/or result in a violation of applicable privacy and other laws, legal and financial exposure, remediation costs, negative impacts on our customers' willingness to transact business with us, or a loss of confidence in our security measures, which could have an adverse effect on our business, our reputation and our consolidated results of operations and financial condition.

Like many companies, from time to time, we have experienced attempts on our computer systems by unauthorized outside parties.

From time to time, we have experienced attempts on our computer systems by unauthorized outside parties.

Because the techniques used by computer hackers and others to access or sabotage networks continually evolve and generally are not recognized until launched against a target, we may be unable to anticipate, prevent or detect these attacks.

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We have taken steps and incurred costs to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems.

While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks remain potentially vulnerable to advanced persistent threats.

While we attempt to mitigate the aforementioned risks by employing a number of measures, including employee training, monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, facilities, business partners and associates remain potentially vulnerable to advanced persistent threats.

We cannot assure that ongoing improvements to our infrastructure and cybersecurity programs will be sufficient to prevent or limit the damage from any future cyber-attack or disruption to our information systems.

It is therefore possible that in the future we may suffer an attack, unauthorized parties may gain access to personal information in our possession and we may not be able to identify any such incident in a timely manner.

It is therefore possible that we may suffer a cyber attack with a material breach or material loss, unauthorized parties may gain access to personal information in our possession and we may not be able to identify any such incident in a timely manner.

Our continued success depends on our ability to protect our intellectual property.

If we are unable to protect our intellectual property, our business 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 .

Our success depends, in part, on our ability to obtain and enforce patents, maintain trade secret protection and know-how 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.

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RISKS RELATED TO HUMAN CAPITAL MANAGEMENT

If we lose any of our key personnel or are unable to attract, train and/or retain qualified personnel or plan the succession of senior management, our ability to manage our business and continue our growth could 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, sales and marketing or other key 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.

If we lose any of our key personnel or are unable to attract, train and/or retain qualified personnel or properly plan the succession of senior management, our ability to manage our business and continue our growth could be negatively impacted.

Our success depends in large part on the continued contributions of our key management, engineering, sales and marketing and other key personnel, many of whom are highly skilled and would be difficult to replace.

Our success also depends on the abilities of personnel to function effectively, both individually and as a group.

If we are unable to attract, effectively integrate and retain management, engineering, sales and marketing or other key personnel, then the execution of our company strategy and our ability to adapt and react to changing market requirements may be impeded, and our business could suffer as a result.

In addition, hiring, training, and successfully integrating replacement critical personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future revenues.

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While we strive to reduce the negative impact of such changes, the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.

We may be unable to hire or retain and develop a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

It it important to our business to hire, retain and develop a highly skilled and diverse global workforce.

We may be unable to hire, retain or develop a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

It is important to our business to hire, retain and develop a highly skilled and diverse global workforce.

We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products.

We also invest resources and time to develop and retain our employees' skills and competencies.

We could experience unplanned or increased turnover of employees with key capabilities, or fail to develop adequate succession plans for leadership positions or hire and retain a workforce with the skills and in the locations we need to operate and grow our business.

We could also fail to attract and develop personnel with key emerging capabilities that we need to continue to respond to changing consumer and customer needs and grow our business, including skills in the areas of manufacturing, engineering, sales, service, and various functional support areas.

We could experience unplanned or increased turnover of employees, fail to develop adequate succession plans for leadership positions, or fail to hire and retain a workforce with the skills and in the locations we need to operate and grow our business.

We could also fail to attract and develop personnel with key emerging capabilities that we need to continue to respond to changing end user and customer needs and grow our business, including skills in the areas of manufacturing, engineering, sales, service, and various functional support areas.

Occurrence of any of these conditions could deplete our institutional knowledge base and erode our competitiveness.

We are experiencing continuing a tight and competitive labor market and could face unforeseen challenges in the availability of labor.

A sustained labor shortage or increased turnover rates within our employee base have led and could lead to increased costs such as increased overtime to meet demand and increased wages to attract and retain employees.

We have also been negatively affected and could continue to be negatively affected by labor shortages or constraints experienced by our partners, including our external manufacturing partners and freight providers.

We continue to experience a tight and competitive labor market and could face unforeseen challenges in the availability of labor.

A sustained labor shortage or increased turnover rates within our employee base have led and could lead to increased costs such as increased overtime to meet demand or increased wages to attract and retain employees.

We have also been negatively affected and could continue to be negatively affected by labor shortages and other constraints experienced by our partners, including our external manufacturing partners and freight providers.

Failure to achieve and maintain a diverse workforce, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees.

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We also rely on global supply chains or otherwise source critical components and raw materials from suppliers based in foreign countries, which at times are used in manufacturing operations across our global footprint.

In certain cases, components could be sole sourced or otherwise not easily substituted due to the highly regulated nature of our products.

Therefore, our operations and sourcing strategies are subject to supply shortages, sourcing delays, or disruption due to various geopolitical, economic, disasters, and other risks and uncertainties, which could have a material adverse effect on our business.

These risks include the following:

• Scarcity of parts and components necessary to manufacture our products;

In certain cases, components could be sole sourced or otherwise not easily substituted due to the highly regulated or complex nature of our products.

Therefore, our operations and sourcing strategies could face supply shortages, sourcing delays, changes in customer demand, or disruption due to various geopolitical, economic and natural disasters, as well as other risks and uncertainties related to doing business across borders, which could have a material adverse effect on our business.

Further examples of such risks include the following:

• Scarcity or unavailability of parts and components necessary to manufacture our products;

• unexpected changes in regulatory requirements;

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

• foreign privacy laws and regulations;

• trade protection measures and price controls;

• foreign privacy laws and regulations that impede our ability to effectively do business;

• negative impacts from trade protection measures and price controls;

• trade sanctions and embargoes;

• nationalization and expropriation;

• increased international instability, potential instability of foreign governments or impacts from geopolitical conflict such as supplier or transportation disruptions;

• effectiveness of worldwide compliance with MSA's anti-bribery policy, the U.S.

• nationalization and expropriation of assets;

• increased international instability, potential instability of foreign governments or impacts from geopolitical conflict or wars, such as supplier or transportation disruptions;

• lack of effective compliance with MSA's anti-bribery policy, the U.S.

Foreign Corrupt Practices Act, and similar local laws;

• difficulty in hiring and retaining qualified employees;

• the ability to effectively negotiate with labor unions in foreign countries;

• difficulty in hiring, retaining and motivating qualified employees;

• difficulty in the ability to effectively negotiate with labor unions in foreign countries;

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

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• pandemics, severe weather events, or other disasters;

• risks associated with the United Kingdom's decision to exit the European Union, including disruptions to trade and free movement of goods, services and people to and from the United Kingdom;

• risks associated with disruptive political events, such as the United Kingdom's decision to exit the European Union, including disruptions to trade and free movement of goods, services and people to and from the United Kingdom;

increased foreign exchange volatility with respect to the British pound;

and additional legal and economic uncertainty.

Any one or more of these risks could have a negative impact on the success of our international operations and, thereby, have a material adverse effect on our business, consolidated results of operations and financial condition.

Any one or more of these risks could have a negative impact on the success of our global operations and, thereby, have a material adverse effect on our business, consolidated results of operations and financial condition.

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

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In addition, because our consolidated financial statements are stated in U.S.

dollars, such fluctuations may affect our consolidated results of operations and financial position, and may affect the comparability of our results between financial periods.

dollars, such fluctuations may affect our consolidated results of operations and financial position, and they may affect the comparability of our results between financial periods.

Our inability to effectively manage our exchange rate risks or any volatility in currency exchange rates could have a material adverse effect on our business, consolidated results of operations and financial condition.

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Damage to the reputation of MSA or to one or more of our product brands could adversely affect our business.

Developing and maintaining our reputation, as well as the reputation of our brands, is a critical factor in our relationship with customers, distributors and others.

Developing and maintaining our reputation, as well as the reputation of our brands, is a critical factor in our relationship with customers, distributors, end users, suppliers, associates, and others.

Our inability to address negative publicity or other issues, including concerns about product safety or quality, real or perceived, could negatively impact our business which could have a material adverse effect on our business, consolidated results of operations and financial condition.

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See Note 13—Goodwill and Intangible Assets of the consolidated financial statements in Part II Item 8 of this Form 10-K for the carrying amounts of goodwill in each of our reporting segments and details on indefinite-lived intangible assets that we hold.

Failure to incorporate, or improperly incorporating, Artificial Intelligence (AI) could damage our business.

New and emerging technologies, including Generative AI, bring opportunities and risks, and the implications of using (or not using) these technologies are only starting to emerge.

Our business is subject to and impacted by these rapid technological advances.

To remain competitive, we review and enhance our products and safety solutions against new technologies, including exploring the use of Generative AI in our solutions.

If we fail to anticipate or respond to technological advancements, the demand for our products may be diminished.

If the Company fails to procure, adopt, or use AI in a way that is efficient and additive to our business, it may have an adverse effect on our business, consolidated results of operations or financial condition.

Conversely, there are risks that using AI could result in inadvertent data loss or disclosure (including but not limited to confidential information), biased algorithms, heightened regulatory scrutiny or inadvertent non-compliance, over-dependence, misleading or incomplete outputs,privacy and cybersecurity risks, ethical concerns, intellectual property risks,and other risks that could lead to reputational harm or have an adverse effect on our business, consolidated results of operations or financial condition.

Risks related to our defined benefit pension and other post-retirement plans could adversely affect our results of operations and cash flow.

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Any period of interest rate increases may adversely affect our ability to obtain new financing or to refinance existing debt on terms the Company deems attractive, the cost of such financing, exchange-rates, and our profitability, which in turn may have a material adverse effect on our liquidity and capital resources.

As of December 31, 2022, we had $308.6 million of variable rate borrowings under our revolving credit facility.

As of December 31, 2023, we had $292.1 million of variable rate borrowings under our senior revolving credit facility and 2023 term loan credit agreement.

A 50 basis point increase or decrease in interest rates could result in $1.7 million of additional interest expense.

When the $315.0 million of variable rate debt undertaken to complete the MSA, LLC divestiture is taken into account, a 50 basis point increase or decrease in interest rates could result in $3.0 million of additional interest expense.

Please refer to Note 20—Contingencies of the consolidated financial statements in Part II Item 8 of this Form 10-K for additional information regarding the divestiture.

Unresolved Staff Comments

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.

What changed 10-K

Item 1A. Risk Factors