MSA Safety Annual Report 2014

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A Century of Safety
2014 Annual Report

1000 Cranberry Woods Drive

Cranberry Township, PA 16066

724-776-8600

www.MSAsafety.com

Our Mission

That men and women may work in
safety and that they, their families and
their communities may live in health
throughout the world.

Our Vision
To be the world’s leading provider of safety solutions that protect

workers when life is on the line. We pursue this vision with an

unsurpassed commitment to integrity, customer service and product

innovation that creates exceptional value for all MSA stakeholders.

Business of MSA
MSA is in the business of developing, manufacturing and selling

innovative products that enhance the safety and health of workers

and protect facility infrastructures throughout the world. Critical to

Integrity is our Foundational Value
As MSA begins its second century in business, our commitment

to doing the right thing for our customers, our shareholders, our

channel partners, our people and the communities where we live

and work is stronger than ever.

During our centennial year, we continued to foster our culture of

integrity by enhancing the existing MSA Global Code of Business

Conduct, which clearly defines the guiding principles and policies

that MSA associates are expected to follow at all times.

The new Global Code replaces, updates and expands an earlier

code that served our company well for many years.

All MSA associates are required to follow the Code in all business

dealings, without exception. To ensure that our associates

understand the

importance of

compliance with the

Code, we hold recurring

mandatory training

programs every year.

We invite you to learn

MSA’s mission is a clear understanding of customer processes and

more about MSA’s Global Code of Business Conduct, entitled

safety needs. MSA dedicates significant resources to research which

“Integrity our Way,” by visiting http://us.msasafety.com/ourEthics.

allows the company to develop a keen understanding of customer

safety requirements for a diverse range of markets, including the

fire service, construction, public utilities, mining, the oil, gas and

The MSA Way, as we call it, has helped us enhance our

longstanding global reputation as a trusted, ethical company.

petrochemical industry, HVAC, hazardous materials remediation,

Reflecting this unwavering commitment to integrity, the

military, and retail. MSA’s principal products, each designed to serve

Ethisphere® Institute recently named MSA to its 2015 list of the

the needs of these target markets, include respiratory protective

World’s Most Ethical Companies. This designation recognizes

equipment, portable gas detection instruments and sensors, fixed

organizations that have had a material impact on the way business

gas and flame detection systems, fall and head protection products,

is conducted by fostering a culture of ethics and transparency at

as well as products for eye, face and hearing protection, and thermal

every level of the company.

imaging cameras.

MSA’s inclusion on the list was based on our scores in five

MSA was founded in 1914 by John T. Ryan and George H. Deike, two

categories: Ethics and Compliance Program; Corporate Citizenship

mining engineers who had firsthand knowledge of the terrible human

and Responsibility; Culture of Ethics; Governance; and Leadership,

loss that was occurring in underground coal mines at that time. Their

Innovation and Reputation.

knowledge of the mining industry provided the foundation for the

development of safety equipment to better protect underground

miners. While the range of markets served by MSA has expanded

greatly over the years, the founding philosophy of understanding

According to the Ethisphere Institute, the World’s Most Ethical

Companies embrace the correlation between ethical business

practices and improved company performance.

customer safety needs and designing innovative safety equipment

We are extremely proud to be recognized as one of the most

solutions that addresses those needs remains unchanged.

ethical companies. We wouldn’t have it any other way.

MSA is headquartered in Cranberry Township, Pennsylvania, with

operations employing 5,000 associates throughout the world. A

publicly held company, MSA’s stock is traded on the New York Stock

Exchange under the symbol MSA.

NYSE CEO CERTIFICATION AND
SECTION 303A CERTIFICATIONS

SHAREHOLDERS’
INQUIRIES

In June 2014, the Company’s Chief Executive Officer submitted
to the New York Stock Exchange the annual certification as to
compliance with the Exchange’s Corporate Governance Listing
Standards required by Section 303A.12(a) of the Exchange’s Listed
Company Manual. The certification was unqualified.

Additional copies of the company’s 2014 Annual Report, including
Form 10-K, as filed with the Securities and Exchange Commission,
may be obtained by shareholders after March 31, 2015. Printed and
electronic versions are available. Requests should be directed to the
Chief Financial Officer, who can be reached at one of the following:

The Company’s reports filed with the Securities and Exchange
Commission during the past year, including the Annual Report on
Form 10-K for the year ended December 31, 2014, have contained
the certifications of the Company’s Chief Executive Officer and Chief
Financial Officer regarding the quality of the Company’s public
disclosure required by Section 302 of the Sarbanes-Oxley Act.

Phone:
Fax:
Internet:
U.S. Mail:

724-741-8270
866-538-7488
www.MSAsafety.com
MSA
Chief Financial Officer
1000 Cranberry Woods Drive
Cranberry Township, PA 16066

Financial
Highlights

A strong focus on growing the core and improving profitability through operational excellence initiatives
has been instrumental in generating nearly 800 basis points of gross profit improvement over the past
five years. We continue to see a healthy cash flow and employ a balanced approach to capital allocation
including investing for growth, paying dividends to shareholders and servicing debt obligations.

BUSINESS TRANSFORMATION: Driving Sales of Core Products Fuels Revenue Growth and Gross Profit Improvements

6%CAGR*

5 YEAR GROWTH METRICS FROM 2009-2014

11%CAGR*

+760Basis Points

TOTAL REVENUE

CORE PRODUCT REVENUE

GROSS PROFIT

2014 Growth
4% (7% excluding SCBA)

2014 Growth
4% (8% excluding SCBA)

2014 Growth
70 Basis Points

* CAGR is Calculated in Currency Neutral terms.

26%

2014
SALES
MIX

CORE
74%

42%

CORE
58%

2009
SALES
MIX

STRONG RETURNS: Strategic Restructuring Investments Targeting Underperforming Regions

EUROPEAN BUSINESS TRANSFORMATION

BEGINNING STATE
• Individual affiliate locations operating
on different ERP systems with
decentralized management teams

PROJECT VISION

Outstanding
Customer
Experience

Employer
of Choice

Enhance
Shareholder
Value

EXECUTE RESTRUCTURING PROGRAM
Phase 1
• Move to functionally managed organization
• Implement common IT platform
• Standardize strategic business processes
• Consolidate warehouse footprint
Phase 2
• Establish a principal operating company
model to drive optimal performance
from a centralized HQ location

CURRENT STATE
• Four largest European affiliates successfully
converted to SAP
• Strong progress in warehouse consolidation
• Functionally managed pan-European organization
• Validated and streamlined over 70 core
business processes
• Launched principal operating company
in Switzerland

EUROPEAN SEGMENT OPERATING MARGIN

2009  2.7 %

2013  10.6 %

2014  11.0%

Driving value through an improved model in Europe

CAPITAL MANAGEMENT: Using Capital to Lay Foundation for Future Growth and Return Value to Shareholders

GROWTH INVESTMENTS

DIVIDEND PAYMENTS

DEBT TO ADJUSTED EBITDA

HISTORY OF STRONG CASH FLOW GENERATION

New product
development
drives market
leadership

Restructuring programs
successful in driving
improved profitability

Accretive
almost
immediately

10-Year Average Payout Ratio: 51%
Yield: 2.6% (March 2015)

Deleveraging from
General Monitors Acquisition

$0.28*

$1.10

$1.18

$1.23

3.5x

$0.99

$1.03

2.1x

1.5x

1.4x

2010

2011

2012

2013

2014

2010

2011

2012

2013

2014

* reflects special dividend

TO OUR SHAREHOLDERS, CUSTOMERS,
CHANNEL PARTNERS, AND ASSOCIATES:

A Century of Safety. On June 14, 2014, MSA proudly

celebrated an amazing 100 years of safety leadership,
marked by our enduring mission to protect workers

around the world. Indeed, it was a milestone that made us all
very proud.

Today, as we begin the second century of MSA, our 5,000
associates around the world are focused on creating even
greater value for our shareholders, our customers and our
channel partners by executing a growth strategy that is our
blueprint for the future.

The pillars of that strategy, which we revisited and refined in
2014 to drive our long-term growth objectives, are:

• Advance “The Core” of MSA
• Optimize our Presence in Emerging Markets
• Achieve Operational Excellence

Advancing our Core
In advancing “the Core of MSA,” our goal is to achieve leadership
positions in the key product lines and vertical markets MSA
serves around the world. Core Products are technologically
advanced and require skillful engineering and a deep
knowledge of customer needs, with higher barriers to entry and
higher profitability than non-core safety products. Accordingly,
we aspire to hold the number one or number two market
position in every Core Product that we sell.

To achieve this goal, we must successfully leverage our Core
Product strengths in order to build strong and sustainable
global product platforms that truly differentiate MSA in the
marketplace. As we began our centennial year in business,
these strong and sustainable platforms included Head
Protection; Supplied-Air Respirators; Fall Protection Equipment;
Portable Gas Detection Instruments; and Fixed Gas and Flame
Detection Systems.

Overall, as we look at the broad MSA product portfolio, our focus
is on driving profitable growth by investing disproportionately
in these Core Product areas to fuel new product development
and innovation as well as world class manufacturing, marketing
and distribution. And we’ve been successful. Since 2009, Core
Product sales have increased at a compound annual growth
rate of 11 percent. In addition to organic investments to
develop innovative products, we continue to evaluate potential
acquisitions that leverage these core competencies. Quite
simply, our Core Products, and the technologies in them, define
who we are and where we aspire to lead.

Optimizing Our Presence in Key
Emerging Markets
The second pillar of our strategy is to optimize growth in
emerging markets that offer the highest potential for our Core
Products in key industries and geographies. We think of many
of these emerging geographies as the last frontier of safety,
with new safety standards and evolving enforcement of those
standards driving increased demand for our products.

MSA President and Chief Executive Officer, William M. Lambert, at the company’s Corporate Center
headquarters in Cranberry Township, Pa.

Think of it this way. Our strategy is not to plant a flag in every
emerging market. That may have been the case decades ago
when there was a clear need to establish the MSA brand around
the world. But today, we must be more selective, focusing
on the right opportunities, at the right time, and in the right
markets, such as China, Southeast Asia, Latin America, the
Middle East, and Eastern Europe.

In key emerging markets, we are pursuing growth in the
industries that offer the highest potential for our Core Products:
the oil, gas and petrochemical industry; the fire service; utilities;
construction; and general industry. Reflecting this strategic
approach, we are focusing our resources on the highest
potential countries and channels that drive revenue growth,
profitability and consistent shareholder returns. Despite short-
term headwinds in the macro-environment that we’ve seen
recently, these regions have been a real growth catalyst over
the past several years. Emerging market sales have grown at
16 percent compounded over the last five years, and we will
continue to make strategic investments to pursue accelerated
growth in these geographies.

Record Sales from Continuing Operations
In our centennial year, we delivered record net sales from
continuing operations, which grew two percent to $1.13 billion.
This increase was driven by four percent currency neutral
growth in our Core Products, led by higher sales in North
America and Europe.

Overall, our Core Products reflected approximately three-
quarters of MSA’s total sales in 2014. Our Fixed Gas and Flame
Detection (FGFD) systems led the way with double-digit sales
growth, followed by higher sales of Portable Gas Detection
Instruments, Head Protection and Fall Protection.

As we reported on many occasions throughout the year, our
self-contained breathing apparatus (SCBA) sales to the fire
service declined seven percent for the year, driven largely by
delays in the regulatory approval of our new G1 SCBA in the
United States.

In a word, the G1 SCBA is revolutionary. As an entirely new
SCBA platform built from the ground up, factoring in more
than 55,000 data points gleaned from firefighters from around
the world, the G1 SCBA combines advanced technology with a
broad range of new and innovative features.

Targeting 2014 for the launch of the G1 SCBA
was deliberate and marked the culmination
of many years of planning. Today, many U.S.
fire departments, who used government
funding in the wake of 9/11 to purchase
new equipment, are at a critical
point when it comes to their SCBA.
With a life cycle between 10 and
15 years, breathing apparatus that
were purchased post 9/11 are just now
entering a replacement cycle that will
be ongoing over the next three to five
years. And the G1 SCBA positions
MSA extremely well with this market
opportunity.

The G1 SCBA represents the
single largest product
development effort in
our company’s history,
and was five years in
the making. We know
from the reaction of
firefighters, it was
worth the wait!

ANNUAL SALES
BY REGION

ANNUAL SALES
BY CORE PRODUCT GROUP

12%

21%

48%

26%

15%

19%

13%

23%

North America

Western Europe

Emerging Europe

Supplied- Air Respirators

Industrial Head Protection

Fixed Gas & Flame Detection

Latin America and Africa

Portable Gas Detection

Asia and Pacific Rim

Fall Protection

Other Products

Achieving Operational Excellence
As we focus on growing our core business we know we must
also drive continued improvement in operating margins and
profitability across our portfolio by achieving greater levels
of operational excellence. As the third pillar of our Corporate
Strategy, achieving operational excellence is directly dependent
on our ability to achieve process excellence. And in 2014, the
lynchpins that drove this effort were the new MSA Operating
System and the SAP Worldwide Operating Model that
supports it.

To achieve our long-range goals, we must provide our global
operations and functions the ability to communicate, track
business performance, order materials, build products, and
service customers, all while maintaining strict quality standards
for every MSA product. Using Key Performance Indicators to
track our progress and effectiveness, we are deploying the MSA
Operating System in every function and at every level of the
organization. And our Worldwide Operating Model, based on
SAP, continues to be deployed systematically around the globe.

Employing a steadfast focus on profitable growth, enhanced
gross profit continued to be a bright spot for the business in
2014. Our gross profit of 45.4 percent reflected a 70–basis–point
improvement from a year ago. And over the past five years, a
combination of shifting the product mix to core, strict pricing
strategies and lowering manufacturing costs has generated
a 760–basis–point increase in gross profit – certainly a strong
indication that our strategy is working.

Now that I have given you a brief update on our growth
strategy, I would like to briefly share my perspective on our
performance in 2014.

The most technologically advanced SCBA on the market, the G1 SCBA was designed side
by side with firefighters. Pictured at right are key members of the G1 SCBA operations,
marketing and engineering teams at MSA’s production facility in Murrysville, Pa. Shown from
left to right are: Rob Bilger, Murrysville Plant Manager; Henry Fonzi, Product Line Manager;
Stephanie Reese, Engineering Project Manager; Marco Tekelenburg, Supplied-Air Respirator
Engineering Manager; and Steve Blanco, Vice President of Global Operational Excellence.

Offering users increased comfort and stability for an overall better experience with their hard hat, the Fas-Trac III Suspension (1) was named “New Product of the Year” by Occupational Health & Safety
Magazine in North America. The Altair 2XP (2) and F1XF Fire Helmet (3) were key contributors to MSA’s top-line growth in 2014.

Innovation also contributed to our top-line growth in 2014 and
helped us increase our market share in several key industries.
In fact, 27 percent of total revenue in 2014 was generated from
products developed and launched over the past five years. This
roster of new products includes the groundbreaking ALTAIR®
2XP Gas Detector, the F1FX® Fire Helmet, the PremAire® Escape
Respirator, the Alpha® Rescue Belt, and our highly successful
Fas-Trac® III Suspension for hard hats, which was named “New
Product of the Year” by Occupational Health & Safety Magazine
in North America.

As I have said on many occasions, innovation is the fuel that
drives our mission to advance safety. When we develop new
products, we know what’s at stake. We know our customers
count on us to help keep them protected with products
that meet the highest standards of performance, reliability
and safety.

Looking further at our financial results in 2014, MSA’s net
income from continuing operations increased 2 percent to
$87.4 million, or $2.34 per basic share, reflecting improvements
in North America and Europe.

Make no mistake – we weren’t satisfied with our financial results,
which were impacted by a confluence of factors, including
global geopolitical and economic uncertainty, a deepening
recession in Brazil, the worst labor strikes in South African history,
the G1 SCBA regulatory approval delays, and a higher tax rate.

I was, however, satisfied with our overall performance in North
America and especially in Europe, where we delivered one of
our best performances in the last 10 years with solid growth in
revenue and operating margin.

MSA Europe has come far since we launched Europe 2.0 in late
2011. As a transformational initiative encompassing two phases,
Europe 2.0 is the program that enabled us to move away from
the pre-EU structure of independently managed affiliates to
one based on common data and a broad range of standardized
processes and systems.

Phase one of the project focused on driving improvements
in our cost structure while converting our largest European
affiliates to a common IT system under SAP, moving to a
functionally managed organization, streamlining and validating
more than 70 core business processes, and making solid
progress in warehouse consolidation. During the fourth quarter,

phase two was our main focus and it involved establishing a
principal operating company, or POC business model, based in
Rapperswil-Jona, Switzerland.

We completed the “go-live” of our new principal operating
company model in early January 2015, on schedule and with
great success. We now have our four largest European affiliates –
Germany, France, Italy, and Spain – running under the principal
operating company model, and we should begin to see financial
impacts from the new structure throughout 2015 and beyond.

Enhancing Shareholder Value
Although 2014 was a challenging year in many respects, MSA
expressed our commitment to enhancing shareholder value
by raising the dividend during the year, a move that reflected
our solid free cash flow and confidence in the strategy that is
our path to the future. MSA’s Board of Directors approved a
3 percent increase in the common stock dividend during the
year, raising it to 31 cents on a quarterly basis and $1.24 on an
annualized basis.

MSA’s commitment to paying a dividend is long-standing and
is an important part of our value proposition, demonstrated
by nearly 100 years of payments to our shareholders. In fact,
we’ve increased the annual dividend for nearly 50 years and, as I
mentioned above, in 2014 we continued that fine legacy.

Our free cash flow of $73 million in 2014 also enabled us to pay
down $16 million in debt during the year.

William M. Lambert, President and Chief
Executive Officer, and Ronald N. Herring, Jr.,
President of MSA Europe, celebrate the grand
opening of MSA’s Principal Operating Company
based in Rapperswil-Jona, Switzerland.

In the five-year period ending on December 31, 2014, MSA’s
Total Shareholder Return was 133 percent, outperforming the
Standard & Poor’s 500 Index of 105 percent.

Our Past and Our Future
As the eighth CEO in MSA’s long and distinguished history, I am
committed to building an even brighter future for our company
while staying true to the values and beliefs that have guided
and inspired us for a century.

Our mission – That men and women may work in safety and that
they, their families, and their communities may live in health
throughout the world – is our compass in a world that
has changed dramatically since John T. Ryan and
George H. Deike founded MSA in 1914.

As our associates embrace change and rise
to new challenges, we will continue to
be guided by our core values – Integrity,
Customer Focus, Speed and Agility,
Innovation and Change, Diversity and
Inclusion, Teamwork, and Engagement.

I’m encouraged by the progress that we have
made so far in this decade, including the steady
increase in business derived from our more profitable
Core Products.

Since first embarking on our long-term strategy in 2008,
we have transformed the business of MSA in so many ways.
Following the three key pillars of our strategy, we have driven
margin improvement, grown our operating profit, expanded in
emerging markets such as Brazil and China, reduced our reliance
on military-related business (and the volatility associated with
it), simplified and streamlined our organizational structure, and
driven manufacturing efficiency to become more agile and
competitive.

Most of all, we have accomplished this while maintaining our
unwavering commitment to quality, product performance and
providing our customers with an improved experience like no
other in the safety industry. But as our performance in 2014
indicated, we strive to do better, especially in driving stronger
top-line growth.

With our refreshed growth strategy, supported by the new
legal structure that we adopted in 2014, I believe MSA is
well-positioned to unlock more profitable growth in our Core
Products in key markets around the world.

So what does this mean as we look ahead to the future?

First, we are focused on restoring growth in our top line. That’s
our number-one objective as we begin the next chapter
in MSA’s long history. This means we will more actively use
investments, including potential acquisitions of capabilities and
technologies, as we aspire to achieve leadership positions in our
Core Product lines.

We will also pursue opportunities in emerging markets but
not with a “one–size–fits–all” approach. Instead, we will tailor
our presence and our product portfolios to the needs of key
individual markets, all based on our ability to attain a leadership
position in those markets.

One of the keys to our success will be building and leveraging
robust tools to strengthen our connections with our customers.
We are making investments to enhance our digital capabilities
and deploying tools like Customer Relationship Management –
all to enhance the MSA Customer Experience.

In closing this letter, I think it’s appropriate to recall why
MSA’s founders left the security of their engineering
jobs at the fledgling U.S. Bureau of Mines in 1914
to start their business. John Ryan and George
Deike had both witnessed mine disasters and
the tragic losses suffered by miners and their
loved ones.

So, they set out to save lives with safety
products that would give miners a fighting
chance to survive, starting with the miner’s
electric cap lamp, which they developed with the

help of Thomas Edison.

As John Ryan said, “The thought came to me – if I could spend
my whole life doing what I can to lessen the likelihood of the
occurrence of such terrible disasters, I shall feel in the end that
my life had been well spent.”

To paraphrase our founder, the first century of MSA has been
well spent. One hundred years later, we remain dedicated to our
mission, which broadened beyond mine safety over the decades
to protect the lives of hundreds of thousands of workers in
different industries around the world.

With our first century behind us, we are inspired by our heritage
and focused on the future. We’re building a company that is
embracing change while strengthening our core and pursuing
new opportunities, guided by our strategic vision for the
new century.

In closing, I want to thank our shareholders, customers and
channel partners and recognize the people that are working
so diligently to enhance MSA’s value and performance – our
Board of Directors, our Executive Leadership Team and all of the
associates of MSA.

Here’s to the next 100 years!

Sincerely,

William M. Lambert
President and Chief Executive Officer

On June 14, 2014, MSA celebrated its 100th anniversary.

The company’s impact on the world began with the dramatic reduction in U.S. mining fatalities, thanks to the
development of the “flameless” Edison Electric Miners Cap Lamp, which MSA introduced and sold beginning in
1915. Along with the development of subsequent generations of cap lamps, MSA has designed and produced
a broad range of safety products to help protect all those in danger, in civilian occupations as well as U.S. and
Allied military personnel in World War I, World War II and subsequent conflicts. The company also made major
contributions in dealing with crises at the Three Mile Island nuclear facility near Harrisburg, Pa., and the attacks
on America on 9/11.

There have been many highlights in the company’s history, but MSA is most proud of what it accomplishes
every day, year in and year out, for workers around the world: the development and manufacturing of products
that help protect men and women every day who work in any and all occupations where hazards exist.

Provided here and on the pages that follow are just a few of the images that capture this history.

1. Safety in coal mines emerged as a priority in the early 20th
century, prompting a demand for appropriate equipment,
between 1908 and 1919.

2. Photo by Lewis Hine, an investigative photographer for the
National Child Labor Committee, who documented unsafe
working conditions in the early 20th century. The trapper
boys of America’s mines were among those most at risk.

3. Mine Rescue Corps, entering a steel gallery at an arsenal

testing station, carry a canary for gas detection, Pittsburgh,
Pa., c. 1910.

4. Thomas Edison examines one of his miner safety lamps,

1923. Edison once wrote, “This new lamp should add much
to the safety and efficiency of our mine workers on whom
so much depends.”

5. MSA salesman George Riggs (second from the right,

forefront) instructs the rescue crew at the Barrackville mine
explosion, March 17, 1925.

6. Inspired by the effectiveness of the Burrell Gas Mask,
designed during World War I, MSA developed a new
industrial mask for American workers that filtered
out nearly every industrial toxic substance known at
that time.

7. Navy crewman A.L. Rosenkotter exits a submarine’s escape
hatch wearing the “Momsen Lung” emergency escape
breathing device, July 1930.

8. A safe worker wears MSA’s Comfo Cap and the All Service

Gas Mask.

9. MSA co-founder John T. Ryan and his only son,

John T. Ryan Jr., c. 1920.

10. In December 1942, John T. Ryan Jr. wrote, “Manpower will

become scarce… Much greater use will be made of women
in all types of plants.”

11. John Ryan Jr. joined MSA in 1936 and was elected Chairman
and CEO in 1966. Although he retired in 1977 as CEO, he
continued to serve as MSA’s Chairman of the Board until 1990.

12. MSA pioneered development of a demand-type regulator

used in U.S. Navy fighter planes.

13. MSA co-founder George H. Deike (left) and John Ryan Jr. in
a jovial mood at the grand opening of MSA’s John T. Ryan
Memorial Laboratory, 1950.

14. MSA continued to innovate the Edison Electric Safety Cap

lamp in the midcentury.

15. MSA co-founder George Deike’s warm character inspired

uncommon loyalty.

16. MSA responded to the nuclear disaster and clean-up efforts

at Three Mile Island in Harrisburg, Pa., in 1979.

17. Milton “Skip” Hulme, past CEO, (center) with a visiting

Chinese delegation. It was the beginning of a joint venture
that culminated in the creation of MSA-Wuxi in 1987.

18. MSA executives open the company’s Suzhou industrial park

offices with a bang, 2009.

19. The company’s advertising and marketing in the 1960s

reflected MSA’s role in the tremendous progress and change
of the decade.

20. In the late 1960s, MSA commissioned a prominent American
artist to create a series of paintings to illustrate the excellent
service and products it offered to industry. The ads ran
nationally in safety and purchasing trade publications.

21. MSA CEO William M. Lambert (left), shown with

John T. Ryan III in 2007 after Mr. Lambert was elected
Chief Operating Officer.

22. Students from the Defense Fire Academy in Texas battle a
blaze wearing MSA breathing apparatus. The school trains
2,200 students a year from all military branches.

23. A host of MSA sales representatives, wearing the bestselling
Comfo-Cap Miner’s Helmet, gather in New York to “Pick for
Sales,” c.1950.

24. After 69 days trapped underground at the San José Mine
in northern Chile in 2010, 33 miners were pulled to safety
wearing MSA V-Gard hard hats.

25. The traditional Cairns firefighter’s helmet was invented in
1836 by a luggage maker (H.T. Gratacap) who was also a
New York City volunteer fireman.

26. MSA instruments installed at the PetroLogistics facility in

Sulphur, Louisiana, 2009.

27. Firefighters respond to the wreckage at the World Trade

Center in the aftermath of the 9/11 attacks. MSA provided
more than $3 million worth of safety equipment to aid in
the recovery efforts.

28. MSA executives open the New York Stock Exchange (NYSE)

on July 12, 2004, ringing the opening bell on the company’s
first day of trading on the exchange.

29. The listing of MSA on the NYSE was one of numerous

highlights of John Ryan III’s tenure as CEO.

30. General Monitors, based in Lake Forest, Ca., was acquired

by MSA in 2010. On day one of the integration, Bill Lambert
told employees, “Our companies have very similar cultures
built on integrity and defined by a passion for innovation and
a commitment to one mission: protecting and saving lives.”

31. MSA’s vision and values are an integral part of the

MSA culture.

28 30

2014 FINANCIAL CONTENTS

> Business of MSA

> Management’s Discussion and Analysis

> Financial Statements and Supplementary Data

Consolidated Statement of Income

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Retained Earnings and

Accumulated Other Comprehensive Loss

Notes to Consolidated Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

For the fiscal year ended December 31, 2014

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-15579

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of
incorporation or organization)

1000 Cranberry Woods Drive
Cranberry Township, Pennsylvania
(Address of principal executive offices)

(Title of each class)
Common Stock, no par value

Registrant’s telephone number, including area code: (724) 776-8600

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

46-4914539
(IRS Employer Identification No.)

16066-5207
(Zip code)

(Name of each exchange on which registered)
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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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

Non-accelerated filer

Accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes

As of February 19, 2015, there were outstanding 37,451,901 shares of common stock, no par value. The aggregate market value of voting stock
held by non-affiliates as of June 30, 2014 was approximately $1.8 billion.

Portions of the Proxy Statement for the May 12, 2015 Annual Meeting of Shareholders are incorporated by reference into Part III.

DOCUMENTS INCORPORATED BY REFERENCE

Item No.
Part I

1A.

1B.

Part II

7A.

9A.

9B.
Part III

10.

11.

12.

13.

14.
Part IV

15.

Table of Contents

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Executive Officers of the Registrant

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

Selected Financial Data

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

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Directors, Executive Officers and Corporate Governance

Executive Compensation

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

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

Signatures

Page

Forward-Looking Statements

This report may contain (and verbal statements made by MSA Safety Incorporated (MSA) may contain) forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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” or other comparable words.
Actual results, performance or outcomes may differ materially from those expressed or implied by 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.

Item 1. Business

PART I

Overview—MSA was founded 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 a 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 a broad range of markets including the oil and gas, fire service, mining and
construction industries, as well as the military. Our core products include fixed gas and flame detection systems, breathing apparatus
where self-contained breathing apparatus or SCBA is the principal product, portable gas detection instruments, head protection
products and fall protection devices.

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 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 to develop industry specific product requirements and standards and to anticipate their impact on our product
lines.

Segments—We tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across

geographic regions. To best serve these customer preferences, we have organized our business into nine geographic operating
segments that are aggregated into three reportable 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 and much of our business is conducted outside the U.S., currency

fluctuations may affect our results of operations and financial position and may affect the comparability of our results between
financial periods.

Products—We manufacture and sell a comprehensive line of safety products to protect the health and safety of workers around

the world in the oil and gas, fire service, construction, mining and other industrial applications, as well as the military. Our products
protect people against a wide variety of hazardous or life-threatening situations.

The following is a brief description of each of our product categories:

Core products. MSA's corporate strategy includes a focus on driving sales of core products, which typically realize a higher

gross profit margin than non-core products. Core products include fixed gas and flame detection systems, breathing apparatus where
SCBA is the principal product, portable gas detection instruments, head protection products and fall protection devices. These
products receive the highest levels of investment and resources and provide higher levels of return on investment in alignment with
our commitment to grow core product sales in both emerging and developed markets. These products comprised approximately 74%
of sales in 2014.

The following is a brief description of our core product offerings:

Fixed gas and flame detection instruments ("FGFD"). Our permanently installed fixed gas and flame detection instruments are

used in oil, gas and petrochemical facilities and general industrial production facilities to detect the presence or absence of various
gases in the air. Typical applications of these instruments include the detection of an oxygen deficiency in confined spaces or the
presence of combustible or toxic gases. FGFD product lines have a meaningful portion of overall revenue tied to day to day operations
including replacement components and related service. A portion of business from this product line is generally tied to project business
associated with upstream exploration and production activity. Products include:

• Multi-point permanently installed gas detection systems. This product line is used to monitor for combustible and toxic gases
and oxygen deficiency in virtually any application where continuous monitoring is required. Our systems are used for gas
detection in petrochemical, pulp and paper, wastewater, refrigerant monitoring, and general industrial applications. These
systems utilize a wide array of sensing technologies including electrochemical, catalytic, infrared and ultrasonic.

• Flame detectors and open-path infrared gas detectors. These instruments are used for plant-wide monitoring of toxic gases
and for detecting the presence of flames. These systems use infrared optics to detect potentially hazardous conditions across
long distances, making them suitable for use in such applications as offshore oil rigs, storage vessels, refineries, pipelines and
ventilation ducts. First used in the oil and gas industry, our systems now have broad applications in petrochemical facilities,
the transportation industry and in pharmaceutical production.

Breathing apparatus products. Breathing apparatus products include SCBA, face masks and respirators, where SCBA is the

primary product offering. SCBA are used by first responders, petrochemical plant workers and anyone entering an environment
deemed immediately dangerous to life and health. SCBA are also used by first responders to protect against exposure to chemical,
biological, radiological and nuclear agents, which are collectively referred to as CBRN. Our recently approved next generation G1
SCBA is an entirely redesigned platform that offers many customizable and differentiated features. We currently have 1 patent issued
and an additional 13 patents pending for this product.

Portable gas detection instruments. Our hand-held portable gas detection instruments are used by oil, gas and petrochemical

workers; general industry workers; miners; and first responders to detect the presence or absence of various gases in the air. Typical
applications of these instruments include the detection of an oxygen deficiency in confined spaces or the presence of combustible or
toxic gases. Our single- and multi-gas detectors provide portable solutions for detecting the presence of oxygen, combustible gases
and various toxic gases, including hydrogen sulfide, carbon monoxide, ammonia and chlorine, either singularly or up to six gases at
once. Our ALTAIR® 2X Single or Two Gas Detectors; ALTAIR® 4X and ALTAIR® 5X Multigas Detectors with XCell® sensor
technology, which include internally developed sensors, provide faster response times and unsurpassed durability in a tough, easy-to-
operate package. The ALTAIR® 2XP provides users with unique and significant cost of ownership advantages over competitive
offerings by giving users the ability to perform their own daily bump test to make sure the instrument is functioning properly.
Occupational Health and Safety Magazine named our ALTAIR® 2XP product the 2014 new product of the year in the gas detection
category.

Head protection. We offer a complete line of industrial head protection that includes the iconic V-Gard® helmet brand, a
bellwether product in MSA's portfolio for over 50 years. We offer customers a wide range of color choices and we are a world leader
in the application of customized logos. Our industrial head protection has a wide user base including oil, gas and petrochemical
workers, steel and construction workers, miners and industrial workers. Our Fas-Trac® III Suspension system was designed to provide
comfort for the users of our helmets without sacrificing safety. Occupational Health and Safety Magazine named this product the 2014
new product of the year in the head protection category.

Fall protection. Our broad line of fall protection equipment includes confined space equipment, harnesses, fall arrest equipment,

lanyards and lifelines. Fall protection equipment is used by workers in the construction industry, oil, gas and petrochemical market,
utilities industry and general industrial applications, and anyone working at height.

Non-core products. MSA maintains a portfolio of non-core products which includes both adjacent and peripheral offerings.

Adjacent products reinforce and extend the core, drawing upon our customer relationships, distribution channels, geographical
presence and technical experience. These products are complimentary to the core offerings and have their roots within the core product
value chain. Key adjacent products include respirators, eye and face protection, fire helmets, thermal imaging cameras, ballistic
helmets, and gas masks. Gas masks and ballistic helmet sales represent the primary purchases of our military customers and were
approximately $61 million globally in 2014. Peripheral products are primarily sold to the mining industry and reflect a small portion
of consolidated sales.

Customers—Our customers generally fall into three categories: distributors, industrial or military end-users, and retail

consumers. In North America, the majority of our sales are made through our distributors. In our European and International segments,
sales are made through both indirect and direct sales channels. For the year ended December 31, 2014, no individual customer
represented more than 10% of our sales.

Sales and Distribution—Our sales and distribution team consists of marketing, field sales and customer service organizations,
totaling over 800 dedicated associates. In most geographic areas, our field sales organizations work jointly with select distributors to
call on end-users and educate them about hazards, exposure limits, safety requirements and product applications, as well as the
specific performance attributes of our products. In our International segment and Eastern Europe region, where distributors are not as
well established, our sales associates often work with and sell directly to end-users. We believe that understanding end-user
requirements is critical to increasing MSA's market share.

The in-depth customer training and education provided by our sales associates to our customers is critical to ensuring proper use

of many of our products, such as SCBA 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 in product application, industry standards and regulations.

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 authorized

national, regional and local distributors. Some of our key distributors include Airgas, W.W. Grainger Inc., Fastenal 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. No
individual distributor accounts for more than 10% of our sales.

Our Safety Works, LLC joint venture provides a broad range of safety products and gloves to the North American do-it-yourself
and independent contractor market through various channels. These include distributors such as Orgill, hardware and equipment rental
outlets such as United Rentals, and retail chains such as TrueValue and Do it Best.

Competition— The worldwide personal protection equipment market is broad and highly fragmented with few participants
offering a comprehensive line of safety products. The sophisticated safety products market in which we compete is comprised of both
core and non-core offerings, specifically adjacent products, and generates annual sales of approximately $12 billion. We maintain a
leading position in nearly all of our core products except in fall protection. Over the long-term, we believe global demand for safety
products will continue to grow. Purchases of these products are non-discretionary, protecting workers' health in hazardous and life-
threatening work environments. Their use is often mandated by government and industry regulations, which are increasing on a global
basis. 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.

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 that 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), brand name
recognition, support and price.

We believe we compete favorably within each of our operating segments as a result of our high quality, our innovative offerings

and strong brand trust and recognition.

Research and Development—To maintain our position at the forefront of safety equipment technology, we operate several

sophisticated research and development facilities. We believe our dedication and commitment to innovation and research and
development allows us to produce state-of-the-art safety products that are often first to market and exceed industry standards. In 2014,
2013 and 2012, on a global basis, we spent $48.2 million, $45.9 million and $40.9 million, respectively, on research and development,
reflecting 4.3%, 4.1% and 3.7% of sales respectively. Our primary engineering groups are located in the United States, Germany,
China and France. 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 customers' needs and available technology, as well as the
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 operating 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. These organizations include the
National Institute for Occupational Safety and Health ("NIOSH"), the National Fire Protection Association ("NFPA"), American
National Standards Institute ("ANSI"), International Safety Equipment Association ("ISEA"), and their overseas counterparts. We
work with these organizations to develop industry specific product requirements and standards and anticipate their impact on our
product lines. Key members of our management team understand the impact that these standard-setting organizations have on our new
product development pipeline. As such, management devotes significant time and attention to anticipating a new standard’s impact on
our sales and operating results. Because of our understanding of customer needs, membership on global standard-setting bodies,
investment in research and development and our unique new product development process, we believe we are well-positioned to
anticipate and adapt to changing product standards. While we acknowledge that the length of the approval process can be
unpredictable, we also believe that we are well positioned to gain the approvals and certifications necessary to meet new government
and multinational product regulations.

Patents and Intellectual Property—We own 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 Suppliers—Many of the components of our products are formulated, machined, tooled or molded in-house
from raw materials, which comprise approximately two thirds of our cost of sales. 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, high density polyethylene, 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 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, thus far
we have not experienced any significant problems in obtaining adequate raw materials. Please refer to MSA's Form SD filed on June
2, 2014 for further information on our conflict minerals analysis. Form SD may be obtained free of charge at www.sec.gov.

Associates—At December 31, 2014, we employed approximately 5,000 associates, of which 2,900 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 significant work stoppage in over
10 years and believe our relations with our associates are strong.

Environmental Matters— Our facilities and operations are subject to laws and regulations relating to environmental protection
and human health and safety. In the opinion of management, compliance with current environmental protection laws will not have a
material adverse effect on our financial condition. See Item 1A, Risk Factors, for further information regarding our environmental
risks which could impact the Company.

Seasonality— Our operating results are not significantly affected by seasonal factors. Sales are generally higher during the
second and fourth quarters. During periods of economic expansion or contraction and following significant catastrophes, our sales by
quarter have varied appreciably from this seasonal pattern. Government related sales tend to spike in the fourth quarter. North America
sales tend to be strong during the petrochemical refinery turnaround seasons late in the first quarter, early in the second quarter and
then again at the end of the third quarter and beginning of the fourth quarter. European sales are typically weaker in the summer
holiday months. International has recently had strong fourth quarters, but seasonality can be strongly affected by the timing of delivery
of larger orders. Invoicing and the delivery of larger orders can affect sales patterns variably across all reporting segments.

Available Information—Our Internet address is www.MSAsafety.com. We make the following filings available free of charge

on the Investor Relations page on our website as soon as reasonably practicable after they have been electronically filed with or
furnished to the Securities and Exchange Commission ("SEC"): 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, as well as our proxy statement. Information contained on our website is not part of this annual report
on Form 10-K or our other filings with the Securities and Exchange Commission. The SEC maintains an Internet site at www.sec.gov
that contains reports, proxy and information statements and other information regarding issuers like us who file electronically with the
SEC. You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549-0213. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.

Item 1A. Risk Factors

Unfavorable economic and market conditions could materially and adversely affect our business, results of operations and
financial condition.

We are subject to risks arising from adverse changes in global economic conditions. Although economic conditions generally

improved in 2014, the global economy remains unstable. For example, we are currently seeing a slowdown in China and recessionary
conditions in Brazil. We expect economic conditions will continue to be challenging and uneven for the foreseeable future. Adverse
changes in economic conditions 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.

Over the past several years our sales have been positively impacted by the General Monitors acquisition and the organic growth
within MSA's line of core products. The increase in sales, primarily to the oil, gas and petrochemical market, exposes MSA to the risks
of doing business in that global market. Additionally, we estimate that roughly 35% percent of our global business is sold into energy
market vertical. Approximately 10% - 15% of consolidated revenue primarily in industrial head protection and portable gas detection
is more exposed to a pull back in employment trends across the energy market. Another 5% - 10% of consolidated revenue, primarily
in the FGFD product line is more exposed to a pull back in capital equipment spending within the energy market. It is possible that the
volatility in upstream, midstream and downstream markets, driven partly by geopolitical factors, could negatively impact our business
and our results of operations and financial condition.

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. 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 could materially and
adversely affect our net sales, earnings and cash flow.

Our ability to market and sell our products is subject to existing government 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 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 any violation of these laws could adversely affect our results of
operations.

We are subject to extensive regulation from U.S. federal, state, and local governments, as well as the governments of the
countries in which we conduct business. Failure to comply with these regulations could result in severe civil or criminal penalties,
sanctions or significant changes to our operations. These actions could have a materially adverse effect on our business, 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.

Included in the extensive laws, regulations and ordinances, to which we are subject, are those relating to the protection of the
environment. Examples include 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. Such laws continue to change,
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.

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 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 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. 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. We continue to invest significant resources in research and development and market research. However,
continued product 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.

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

MSA and its subsidiaries 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
frequently 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. 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, including any successful claim brought against us in excess or outside of available insurance
coverage.

In the normal course of business, we make payments to settle product liability claims and for related legal fees and we record
receivables for the amounts covered by insurance. Our insurance receivables totaled $220.5 million at December 31, 2014. 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. Amounts due from insurance carriers are subject to insolvency risk. Failure to recover amounts due from our insurance carriers
could have a materially adverse effect on our business, operating results and financial condition. Mine Safety Appliances Company,
LLC, ("MSA LLC") is currently involved in insurance coverage litigation with a number of insurance carriers. When those matters are
fully resolved, MSA LLC will be responsible for expenses related to cumulative trauma product liability claims. Please refer to Note
18 in Part II Item 8 of this Form 10-K for further details.

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

A failure of our information systems could materially and adversely affect our business, results of operations and financial
condition.

The proper functioning and security of our information systems is critical to the operation of our business. Our information
systems may be vulnerable to damage or disruption from natural or man-made disasters, computer viruses, power losses or other
system or network failures. In addition, hackers and cybercriminals could attempt to gain unauthorized access to our information
systems with the intent of harming our company or obtaining sensitive information such as intellectual property, trade secrets,
financial and business development information, and customer and vendor related information. If our information systems or security
fail, our business, results of operations and financial condition could be materially and adversely affected.

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

however, we do not believe that such attacks have resulted in any material damage to us or our customers. Because the techniques
used by computer hackers and others to access or sabotage networks constantly evolve and generally are not recognized until launched
against a target, we may be unable to anticipate, prevent or detect these attacks. As a result, our technologies and processes may be
misappropriated and the impact of any future incident cannot be predicted. Any loss of such information could harm our competitive
position, or cause us to incur significant costs to remedy the damages caused by the incident. We routinely implement improvements
to our network security safeguards and we expect to devote increasing resources to the security of our information technology
systems. We cannot assure that such system improvements will be sufficient to prevent or limit the damage from any future cyber-
attack or network disruptions.

Our plans to continue to improve productivity and reduce complexity and costs associated with its European segment may not
be successful, which could adversely affect its ability to compete.

MSA is transitioning to a principal operating company for parts of its European business segment. This model will continue to

integrate our historically individually managed entities, into one that is a centrally managed organization. We plan 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. MSA runs the risk that these and similar initiatives may not be completed substantially as planned, may be
more costly to implement than expected, or may not have the positive effects anticipated. In addition, these various initiatives require
MSA to implement a significant amount of organizational change which could divert management’s attention from other concerns, and
if not properly managed, could cause disruptions in our day-to-day operations and have a negative impact on MSA's financial results.
It is also possible that other major productivity and streamlining programs may be required in the future.

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

We have business operations in over 40 foreign countries. In 2014, approximately half 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:

•

unexpected changes in regulatory requirements;

changes in trade policy or tariff regulations;

changes in tax laws and regulations;

changes to the company's legal structure could have unintended tax consequences;

intellectual property protection difficulties;

difficulty in collecting accounts receivable;

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

trade protection measures and price controls;

trade sanctions and embargoes;

nationalization and expropriation;

increased international instability or potential instability of foreign governments;

effectiveness of worldwide compliance with MSA's anti-bribery policy, local laws and the Foreign Corrupt Practices Act

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

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

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

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 the risk that purchased components and materials are unavailable or available at excessive
cost due to material shortages, excessive demand, currency fluctuation 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 or otherwise disrupted.
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.

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, 2014, the operations in our European and International segments accounted for approximately

half of our net sales. The results of our foreign operations are generally 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.

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.

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 have recently acquired or 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.

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. 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.

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.

The success of our recently approved next generation G1 SCBA is dependent on our ability to manufacture the product in line
with customer demand while controlling product cost.

The G1 SCBA has significant market potential; however, our success will depend upon our ability to increase production and

execute key value based engineering efforts aimed at improving the cost profile of the product.

Our Safety Works joint venture may not be successful and/or may require us to provide product at margins that may have an
adverse effect on our operations and profitability.

Our Safety Works joint venture provides a broad range of safety products and gloves to the North American do-it-yourself and
independent contractor market through various channels. Pursuant to our existing product supply agreement to the joint venture, we
are required to sell certain products to the joint venture at deeply discounted prices, resulting in reduced margins.

No assurances can be given that the existing product supply agreement will be renewed under similar terms when it expires. If

the existing product supply agreement is not renewed under similar terms when it expires in 2016, no assurances can be given that the
joint venture will be able to source similar products from third parties at prices needed to maintain current levels of profitability.

We may be required to recognize impairment charges for our long-lived assets or available for sale investments.

At December 31, 2014, the net carrying value of long-lived assets (property, plant and equipment, goodwill and other intangible

assets) totaled approximately $435.2 million. In accordance with generally accepted accounting principles, we periodically assess
these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to our business,
unexpected significant changes or planned changes in use of the assets and divestitures may result in impairments to goodwill and
other long-lived assets. Future impairment charges could significantly affect our results of operations in the periods recognized.
Impairment charges would also reduce our consolidated shareholders’ equity and increase our debt-to-total-capitalization ratio, which
could negatively impact our credit rating and access to debt and equity markets.

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

Significant changes in actual investment return on pension assets, discount rates, and other factors could adversely affect our

results of operations and pension contributions in future periods. U.S. generally accepted accounting principles require that we
calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and
interest rates, which may change based on economic conditions. Funding requirements for our pension plans may become more
significant. However, the ultimate amounts to be contributed are dependent upon, among other things, interest rates, underlying asset
returns and the impact of legislative or regulatory changes related to pension funding obligations. For further information regarding
our pension plans, refer to "Pensions and Other Post-retirement Benefits" in Note 13 of Item 8 Financial Statements and
Supplementary Data.

If we fail to meet our debt service requirements or the restrictive covenants in our debt agreements or if interest rates increase,
our results of operations and financial condition could be materially and adversely affected.

We have a substantial amount of debt upon which we are required to make scheduled interest and principal payments and we

may incur additional debt in the future. A significant portion of our debt bears interest at variable rates that may increase in the future.
Our debt agreements require us to comply with certain restrictive covenants. If we are unable to generate sufficient cash to service our
debt or if interest rates increase, our results of operations and financial condition could be materially and adversely affected.
Additionally, a failure to comply with the restrictive covenants contained in our debt agreements could result in a default, which if not
waived by our lenders, could substantially increase borrowing costs and require accelerated repayment of our debt. Please refer to
Note 11 of the Consolidated Financial Statements in Part II Item 8 of this Form 10-K for commentary on our compliance with the
restrictive covenants in our debt agreements as of December 31, 2014.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive offices are located at 1000 Cranberry Woods Drive, Cranberry Township, PA 16066 in a 212,000
square-foot building owned by us. We own or lease our primary facilities 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
North America

Murrysville, PA

Cranberry Twp., PA

New Galilee, PA

Jacksonville, NC

Queretaro, Mexico

Cranberry Twp., PA

Lake Forest, CA

Corona, CA

Torreon, Mexico

Lake Forest, CA
Europe

Berlin, Germany

Function

Manufacturing

Office, Research and Development and Manufacturing

Distribution

Manufacturing

Office, Manufacturing and Distribution

Research and Development

Office, Research and Development and Manufacturing

Manufacturing
Office

Office

Square Feet

Owned
or Leased

295,000

212,000

120,000

107,000

77,000

68,000

62,000

19,000
15,000

6,000

Office, Research and Development, Manufacturing and Distribution

340,000

Chatillon sur Chalaronne, France

Office, Research and Development, Manufacturing and Distribution

Milan, Italy

Rapperswil, Switzerland

Glasgow, Scotland

Mohammedia, Morocco

Barcelona, Spain

Galway, Ireland

Varnamo, Sweden

Hoorn, Netherlands

Rajarhat, India
International

Suzhou, China

Sydney, Australia
Sao Paulo, Brazil

Office

Manufacturing

Office

Office and Manufacturing

Office, Manufacturing and Distribution

Office and Distribution

Office and Manufacturing

Office, Manufacturing

Office, Manufacturing and Distribution

Johannesburg, South Africa

Office, Manufacturing and Distribution

Lima, Peru

Santiago, Chile

Sydney, Australia

Office and Distribution

Manufacturing and Distribution

Buenos Aires, Argentina

Office and Distribution

94,000

43,000

8,000

25,000

24,000

23,000

20,000

18,000

12,000

10,000

193,000

84,000

74,000

42,000

34,000

32,000

16,000

9,000

Owned

Leased

Owned

Leased

Owned

Leased

Leased
Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Leased

Owned

Item 3. Legal Proceedings

Product Liability

MSA LLC, a subsidiary of MSA Safety Incorporated (formerly Mine Safety Appliances Company), categorizes the product
liability losses that its various subsidiaries experience into two main categories: single incident and cumulative trauma. Single incident
product liability claims are discrete incidents that are typically known to us when they occur and involve observable injuries which
provide an objective basis for quantifying damages. MSA LLC estimates its liability for single incident product liability claims based
on expected settlement costs for pending claims and an estimate of costs for unreported claims. The estimate for unreported claims is
based on experience, sales volumes and other relevant information. The reserve for single incident product liability claims at
December 31, 2014 and 2013 was $3.5 million and $4.0 million, respectively. Single incident product liability expense during the
years ended December 31, 2014 and 2013 was not significant. Single incident product liability exposures are evaluated on an ongoing
basis and adjustments are made to the reserve as appropriate.

Cumulative trauma product liability claims involve exposures to harmful substances (e.g., silica, asbestos and coal dust) that

occurred many years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis, or coal
worker’s pneumoconiosis. MSA LLC is presently named as a defendant in 2,326 lawsuits, some of which involve multiple plaintiffs.
In these lawsuits, plaintiffs allege to have contracted certain cumulative trauma diseases related to exposure to silica, asbestos, and/or
coal dust. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by MSA LLC or its
predecessors.

A summary of cumulative trauma product liability lawsuit activity follows:

Open lawsuits, January 1

New lawsuits

Settled and dismissed lawsuits

Open lawsuits, December 31

2014

2013

2012

2,840

542
(1,056)
2,326

2,609

489
(258)
2,840

2,321

750

(462)

2,609

More than half of the open lawsuits at December 31, 2014 have had a de minimis level of activity over the last 5 years. It is

possible that these cases could become active again at any point due to changes in circumstances.

Cumulative trauma product liability litigation has been difficult to predict. In our experience, until late in a lawsuit, we cannot
reasonably determine whether it is probable that any of MSA LLC's cumulative trauma lawsuits will ultimately result in a liability.
This uncertainty is caused by many factors, including the following: cumulative trauma complaints generally do not provide
information sufficient to determine if a loss is probable; cumulative trauma litigation is inherently unpredictable; and information is
often insufficient to determine if a lawsuit will develop into an actively litigated case. Even when a case is actively litigated, it is often
difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit. Moreover, even once it is probable
that such a lawsuit will result in a loss, it is often difficult to reasonably estimate the amount of actual loss that will be incurred. These
amounts are highly variable and turn on a case-by-case analysis of the relevant facts, which are often not learned until late in the
lawsuit. Consequently, MSA LLC has historically been unable to estimate its cumulative trauma product liability exposure.

As part of the company's ongoing assessment of the ability to estimate MSA LLC's cumulative trauma product liability exposure

for both pending and unasserted claims, in the 2014 third quarter, MSA LLC engaged an outside valuation consultant to assist with
this effort. This assessment was based on MSA LLC’s cumulative claims experience, including recent claims trends, and the
development of enhanced claims data analytics. The analysis focused on claims made or resolved over the last several years as these
claims are likely to best represent future claim characteristics.

After extensive review by the valuation consultant, MSA LLC and its outside counsel, it was determined that MSA LLC cannot
estimate its liability for cumulative trauma product liability claims. This is a result of numerous factors including annual claims levels
and indemnity payments that are highly variable and a lack of consistency in the source of the claims. MSA LLC will continue to
regularly evaluate its ability to estimate its cumulative trauma product liability exposure.

During the 2014 fourth quarter and into January 2015, MSA LLC settled a number of cumulative trauma cases for $71.8 million,

the vast majority of which were insured. The impact of these settlements has been reflected in MSA Safety Incorporated’s 2014
financial statements and in the above roll-forward of lawsuits. As a result of these settlements, at December 31, 2014, the cumulative
trauma product liability reserve totaled $74.9 million, most of which will be paid equally over four quarters, beginning in the 2015
third quarter and ending in the 2016 second quarter. Of this amount, $35.1 million was recorded in other non-current liabilities and the
remainder was recorded in the insurance and product liability line in the current liabilities section of the consolidated balance sheet.
The cumulative trauma product liability reserve totaled $5.6 million at December 31, 2013. All of this amount was recorded in the
insurance and product liability line in the other current liabilities section of the consolidated balance sheet. Because litigation is
subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that MSA LLC may
not ultimately incur charges in excess of presently recorded liabilities. Our aggregate cumulative trauma product liability losses and
administrative and defense costs for the three years ended December 31, 2014, totaled approximately $169.6 million, substantially all
of which was insured.

Insurance Receivable

With some common contract exclusions, we maintain insurance for cumulative trauma product liability claims. We have
purchased insurance policies for the policy years from 1952-1986 from over 20 different insurance carriers that provide coverage for
cumulative trauma product liability losses, and in many instances, related defense costs (the "Occurrence-Based Policies"). The
available limits of these policies well exceed the recorded insurance receivable balance.

In the normal course of business, we make payments to settle product liability claims and for related defense costs. We record

receivables for the amounts that are covered by insurance. Since December 31, 2013, the insurance receivable has increased by $95.7
million as a result of the above noted settlements and related defense costs.

Various factors could affect the timing and amount of recovery of the insurance receivable, 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.

Insurance receivables at December 31, 2014 totaled $220.5 million, of which $2.0 million is reported in other current assets and
$218.5 million in other non-current assets. Insurance receivables at December 31, 2013 totaled $124.8 million, all of which is reported
in other non-current assets.

A summary of insurance receivable balances and activity related to cumulative trauma product liability losses follows:

(In millions)
Balance January 1
Additions
Collections and settlements
Balance December 31

2014

2013

2012

124.8
98.2
(2.5)
220.5

130.0
34.0
(39.2)
124.8

112.1
29.7
(11.8)
130.0

Additions to insurance receivables in the above table represent insured cumulative trauma product liability losses and related
defense costs. Uninsured cumulative trauma product liability losses during the year ended December 31, 2014, 2013 and 2012 were
$3.9 million, $1.7 million and $2.1 million, respectively. Collections primarily represent agreements with insurance companies to pay
amounts due that are applicable to cumulative trauma claims. In cases where the payment stream covers multiple years, the present
value of the payments is recorded as a note receivable (current and long term) in the balance sheet within prepaid expenses and other
current assets and other noncurrent assets.

MSA LLC believes that the increase in its insurance receivable balance that it has experienced since 2005 is primarily due to
disagreements among its insurance carriers, and consequently with MSA LLC, as to when the individual obligations of insurance
carriers to pay are triggered and the amount of each insurer’s obligation, as compared to other insurers. MSA LLC believes that its
insurers do not contest that they have issued policies to our subsidiaries or that these policies cover cumulative trauma product liability
claims. We believe that successful resolution of insurance litigation with various insurance carriers in recent years demonstrates that
we have strong legal positions concerning MSA LLC's rights to coverage.

The collectability of MSA LLC's insurance receivables is regularly evaluated and the amounts recorded are probable of

collection. These conclusions are based on analysis of the terms of the underlying insurance policies, experience in successfully
recovering cumulative trauma product liability claims from our insurers under other policies, the financial ability of the insurance
carriers to pay the claims, understanding and interpretation of the relevant facts and applicable law and the advice of MSA LLC's legal
counsel, who believe that the insurers are required to provide coverage based on the terms of the policies.

Although it is impossible to predict the ultimate outcome of current open claims, based on current information, our experience in

handling these matters, and our substantial insurance program, we do not believe that the resolution of these claims will have a
material adverse effect on our future financial condition or liquidity.

Insurance Litigation

MSA LLC is currently involved in insurance coverage litigation with a number of our insurance carriers regarding its

Occurrence-Based Policies.

In 2009, MSA LLC (as Mine Safety Appliances Company) sued The North River Insurance Company (North River) in the
United States District Court for the Western District of Pennsylvania, alleging that North River breached one of its insurance policies
by failing to pay amounts owed to MSA LLC and that it engaged in bad-faith claims handling. MSA LLC believes that North River’s
refusal to indemnify it under the policy for product liability losses and legal fees paid by MSA LLC is wholly contrary to Pennsylvania
law and MSA LLC is vigorously pursuing the legal actions necessary to collect all due amounts. Motions for summary judgment on
certain issues will be submitted to the court at the earliest possible date. A trial date has not yet been scheduled.

In 2010, North River sued MSA LLC (as Mine Safety Appliances Company) in the Court of Common Pleas of Allegheny

County, Pennsylvania seeking a declaratory judgment concerning their responsibilities under three additional policies. MSA LLC
asserted claims against North River for breaches of contract for failures to pay amounts owed to MSA LLC. MSA LLC also alleges
that North River engaged in bad-faith claims handling. MSA LLC believes that North River’s refusal to indemnify us under these
policies for product liability losses and legal fees paid by MSA LLC is wholly contrary to Pennsylvania law and MSA LLC is
vigorously pursuing the legal actions necessary to collect all due amounts. Summary judgment on certain issues is pending with the
court. A trial date has not yet been scheduled.

In July 2010, MSA LLC (as Mine Safety Appliances Company) filed a lawsuit in the Superior Court of the State of Delaware
seeking declaratory and other relief from the majority of its excess insurance carriers concerning the future rights and obligations of
MSA LLC and its excess insurance carriers under various insurance policies. The reason for this insurance coverage action is to secure
a comprehensive resolution of its rights under the insurance policies issued by the insurers. Motions for summary judgment on certain
issues will be submitted to the court at various times in 2015. A trial date is currently scheduled for the second quarter of 2016.

MSA LLC has resolved claims against certain of its insurance carriers on some of their policies, including the Occurrence-Based

Policies through negotiated settlements. When a settlement is reached, MSA LLC dismisses the settling carrier from relevant above
noted lawsuit(s). Assuming satisfactory resolution, once disputes are resolved with each of the remaining carriers responsible for the
Occurrence-Based Policies, MSA LLC anticipates having commitments to provide future payment streams which should be sufficient
to satisfy its recorded receivables due from insurance carriers. In addition, MSA LLC likely will retain some coverage through
coverage-in-place agreements, although that coverage may not be immediately accessible. When these insurance coverage matters are
fully resolved, MSA LLC (and its coverage-in-place carriers, where applicable) will be responsible for expenses related to cumulative
trauma product liability claims.

Item 4. Mine Safety Disclosures

Not applicable.

Executive Officers of the Registrant

The following sets forth the names and ages of our executive officers as of February 25, 2015, indicating all positions held during the
past five years:

Name

William M. Lambert
Steven C. Blanco(a)
Kerry M. Bove(b)
Ronald N. Herring, Jr.(c)
Douglas K. McClaine
Stacy McMahan(d)
Thomas Muschter(e)
Paul R. Uhler
Nishan Vartanian(f)
Markus H. Weber(g)

Age Title
56 President and Chief Executive Officer since May 2008.
48 Vice President, Global Operational Excellence since April 2012.
56 Vice President and President, MSA International Segment since November 2011.
54 Vice President and President, MSA Europe Segment since November 2011.
57 Vice President, Secretary and General Counsel since May 2005.
51 Senior Vice President, Chief Financial Officer and Treasurer since August 2013.
54 Vice President, Global Product Leadership since November 2011.
56 Vice President, Global Human Resources since May 2006.
55 Vice President and President, MSA North America Segment since August 2013.
50 Vice President and Chief Information Officer since April 2010.

(a) Prior to joining MSA, Mr. Blanco served as Vice President of Manufacturing for the Electrical Sector of Eaton Corporation, a

diversified power management company.

(b) Prior to his present position, Mr. Bove was Vice President, Global Operational Excellence.
(c) Prior to his present position, Mr. Herring was Vice President, Global Product Leadership.
(d) Prior to her current position, Ms. McMahan served as Senior Vice President of Finance, MSA. Prior to joining MSA, Ms.

McMahan served as Customer Channels Group Vice President, Finance, for Thermo Fisher Scientific, Inc., a global provider
of laboratory equipment and supplies.

(e) Prior to his present position, Dr. Muschter held the positions of Director, Research & Development, International; and

Director, Research & Development, Europe.

(f) Prior to his present position, Mr. Vartanian was Vice President, Fixed Gas and Flame Detection.
(g) Prior to joining MSA, Mr. Weber served as Chief Information Officer of Berlin-Chemie AG, an international research-based

pharmaceutical company.

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:

Year ended December 31, 2013
First Quarter

Second Quarter

Third Quarter

Fourth Quarter
Year ended December 31, 2014
First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Price Range of Our
Common Stock

High

Low

Dividends

51.07

43.04 $

51.12

55.38

54.84

43.97

46.60

46.54

57.94

46.50 $

58.90

61.08
58.99

49.85

49.37
46.25

0.28

0.30

0.31

0.31
0.31

On February 12, 2015, there were 252 registered holders of our shares of common stock.

Issuer Purchases of Equity Securities

Period
October 1 — October 31, 2014

November 1 — November 30, 2014

December 1 — December 31, 2014

Total Number of
Shares Purchased

Average Price Paid
Per Share

1,858

2,715

—

54.60

57.64

—

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

—

847,402

886,587

917,314

The Board of Directors has authorized the purchase of up to $100 million of MSA common stock either through private
transactions or open market transactions. 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 above share purchases are related to stock compensation transactions.

Comparison of Five-Year Cumulative Total Return

The following paragraph compares the most recent five year performance of MSA stock with (1) the Standard & Poor’s 500

Composite Index and (2) 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 MSA Safety Incorporated, the S&P 500 Index,

and the Russell 2000 Index

Assumes $100 invested on 12/31/09 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

2009

2010

2011

2012

2013

2014

Value at December 31,

MSA Safety Incorporated

100.00

121.94

133.81

179.00

219.84

S&P 500 Index

Russell 2000 Index

100.00

115.06

126.81

117.49

121.52

136.30

141.42

180.44

196.32

233.12

205.14

205.93

Item 6. Selected Financial Data

(In thousands, except as noted)
Statement of Income Data:
Net sales
Income from continuing operations
Income from discontinued operations
Net income
Earnings per share attributable to MSA common
shareholders:
Basic per common share (in dollars):

Income from continuing operations
Income from discontinued operations

Net income

Diluted per common share (in dollars):
Income from continuing operations
Income from discontinued operations

Net income

Dividends paid per common share (in dollars)
Weighted average common shares outstanding—basic
Weighted average common shares outstanding—diluted
Balance Sheet Data:
Total assets
Long-term debt
Shareholders’ equity

2014

2013

2012

2011

2010

$ 1,133,885
87,447
1,059
88,506

$ 1,112,058
85,858
2,389
88,247

$ 1,110,443
87,557
3,080
90,637

$ 1,112,814
67,518
2,334
69,852

$ 922,552
35,886
2,218
38,104

2.34
0.03
2.37

2.30
0.03
2.33
1.23
37,138
37,728

2.31
0.06
2.37

2.28
0.06
2.34
1.18
36,868
37,450

2.37
0.08
2.45

2.34
0.08
2.42
1.38
36,564
37,042

1.85
0.06
1.91

1.81
0.06
1.87
1.03
36,221
36,831

1.00
0.06
1.06

0.99
0.06
1.05
0.99
35,880
36,422

$ 1,264,792
245,000
533,809

$ 1,234,270
260,667
566,452

$ 1,111,746
272,333
462,955

$ 1,115,052
334,046
433,666

$ 1,197,188
367,094
451,368

The data presented in the Selected Financial Data table should be read in conjunction with comments provided in Management's
Discussion and Analysis of Financial Condition and Results of Operations in Part II Item 7 and the Consolidated Financial Statements
in Part II Item 8 of this Form 10-K.

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.”

On March 7, 2014, Mine Safety Appliances Company, a Pennsylvania corporation (“Old MSA”), completed a previously
disclosed reorganization into a holding company structure (the “Reorganization”) in accordance with Section 1924(b)(4) of the
Pennsylvania Business Corporation Law of 1988 (the “PBCL”). As a result of the Reorganization, Old MSA became a wholly-owned
subsidiary of MSA Safety Incorporated (“New MSA”), a Pennsylvania corporation and previously a direct wholly-owned subsidiary of
Old MSA. New MSA became the publicly traded holding company of Old MSA and its subsidiaries. New MSA and its subsidiaries
continue to conduct the business and operations that Old MSA and its subsidiaries conducted immediately prior to the Reorganization.

MSA's South African personal protective equipment distribution business and MSA's Zambian operations had historically been
part of the International reportable segment. In accordance with generally accepted accounting principles, these results are excluded
from continuing operations and are presented as discontinued operations in all periods presented. Please refer to Note 19 Assets Held
for Sale and Discontinued Operations, which is included in Part II Item 8 of this Form 10-K, for further commentary on these
discontinued operations.

Sales from MSA's General Monitors companies were historically reported in the country from which product was shipped.

Effective January 1, 2014, the General Monitors business has been fully integrated into MSA. As such, sales made by General
Monitors companies are now allocated to each country based on the destination of the end-customer and other criteria based on the
value added to the order. The 2013 and 2012 results presented below have been restated to reflect this change in allocation
methodology. Please refer to Note 7 Segment Information, for further information.

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 a broad range of markets including the oil and gas, fire service, mining and construction 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.

We tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across

geographic regions. To best serve these customer preferences, we have organized our business into nine geographical operating
segments that are aggregated into three reportable geographic segments: North America, Europe and International. Each
segment includes a number of operating segments. In 2014, 48%, 28% and 24% 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 companies in most Western European countries, and a number of Eastern
European countries along with locations in the Middle East and Russia. Our largest European companies, based in Germany
and France, develop, manufacture and sell a wide variety of products. Operations in other European segment 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, the U.S., Ireland,
Sweden and China, or are purchased from third party vendors.

International. Our International segment includes companies in South America, Africa and the Asia Pacific region, some
of which are in developing regions of the world. Principal International segment manufacturing operations are located in Brazil
and China. These companies manufacture products that are sold primarily in each company’s home country as well as 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 China, Germany, France and the U.S., or are purchased from third party vendors.

RESULTS OF OPERATIONS

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Net Sales from continuing operations. Net sales for the year ended December 31, 2014 were $1,133.9 million, an

increase of $21.8 million, or 2%, from $1,112.1 million for the year ended December 31, 2013.

For the year ended December 31, 2014, local currency core product sales increased by 4%, comprising 74% of our total

business. By product group, fixed gas & flame detection instruments increased 10%, portable gas detection instruments
increased 9%, fall protection increased 5%, head protection increased 5%, and breathing apparatus decreased 7%, on a local
currency basis. Local currency non-core sales increased 5%, primarily on higher helmet sales to fire and military markets in
Europe.

The unfavorable translation effects of weaker foreign currencies decreased net sales, when stated in U.S. dollars, by $20.3

million. Excluding the impact of weakening foreign currencies, net sales increased $42.1 million or 4%.

Net Sales
(Dollars in millions)
North America
Europe
International
Total

2014

2013

547.7
321.6
264.5
1,133.9

533.2
293.1
285.8
1,112.1

Dollar
Increase
(Decrease)

Percent
Increase
(Decrease)

14.5
28.5
(21.3)
21.8

3 %
10 %
(7)%
2 %

Net sales in the North American segment were $547.7 million for the year ended December 31, 2014, an increase of

$14.5 million, or 3%, compared to $533.2 million for the year ended December 31, 2013. Leading growth were shipments of
FGFD, head protection, and portable gas instruments, up $13.1 million, $8.1 million, and $6.4 million, respectively. These
increases were partially offset by an $11.3 million decrease in shipments of breathing apparatus to the fire segment, reflecting
delays in securing product approvals of the Company's G1 SCBA platform and other small decreases across a broad range of
product lines. The Company began shipping its G1 SCBA after receiving certification in late November, though these
shipments were not overly material to results in 2014.

Net sales for the European segment were $321.6 million for the year ended December 31, 2014, an increase of $28.5

million, or 10%, compared to $293.1 million for the year ended December 31, 2013. Local currency sales in Europe increased
$30.0 million, or 10%, on increased shipments of ballistic helmets, up $13.6 million on higher sales to military markets in
Southern Europe, increased shipments of FGFD, up $12.5 million, primarily on strength in the Middle East, and higher sales of
breathing apparatus, up $3.6 million on increased demand across the segment. Currency translation effects decreased European
segment sales in the current year, when stated in U.S. dollars, by $1.5 million.

Net sales for the International segment were $264.5 million for the year ended December 31, 2014, a decrease of $21.3
million, or 7%, compared to $285.8 million for the year ended December 31, 2013. Local currency sales in the International
segment decreased $3.8 million, or 1% on a lower level of breathing apparatus, FGFD, and head protection shipments, down
$8.5 million, $2.8 million, and $2.1 million, respectively in the segment. These decreases, primarily in our Latin America, and
Australia region, were partially offset by higher sales in portable gas detection instruments throughout Asia, Australia, and
Latin America, up $6.2 million in the segment, as well as higher large shipments of fire helmets in Asia, driving a $2.1 million
increase. Currency translation effects decreased International segment sales, when stated in U.S. dollars, by $17.5 million,
reflecting weakening currencies across several International geographies, notably in Brazil, Argentina, Chile, and Australia.

Other income (loss). Other income for the year ended December 31, 2014 was $2.8 million, primarily related to a $2.2

million gain from the sale of detector tube assets in the European segment. The 2014 income compares with a loss of $0.2
million for the year ended December 31, 2013. In 2013, a $1.6 million land impairment loss in the North American segment
was partially offset by interest income of $1.1 million and small gains from asset dispositions.

Gross profit. Gross profit for the year ended December 31, 2014 was $515.3 million, an increase of $18.5 million, or 4%,
from $496.8 million for the year ended December 31, 2013. The ratio of gross profit to net sales was 45.4% for 2014 compared
to 44.7% in 2013, reflecting higher gross profit in our North American and European segment. The higher gross profit ratio in
2014 was primarily related to the Company's ongoing focus of developing and introducing new products, pricing the MSA
brand more effectively, lowering manufacturing costs and a more favorable sales mix weighted toward gas detection products.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended
December 31, 2014 were $322.8 million, an increase of $13.6 million, or 4%, from $309.2 million for the year ended
December 31, 2013. Selling, general and administrative expenses were 28.5% of net sales in 2014 compared to 27.8% of net
sales in 2013. Local currency selling, general and administrative expenses increased $18.8 million in the current period,
primarily reflecting the impact of corporate strategic initiatives and executing our Europe 2.0 program, and higher charges
related to the self-insured portion of the Company's recent product liability settlements. Currency translation effects decreased
selling, general and administrative expenses for the year ended December 31, 2014, when stated in U.S. dollars, by $5.2
million. The decrease reflects weakening currencies across several geographies in the International segment, notably a weaker
Brazilian real, Argentine peso, and Australian dollar.

Research and development expenses. Research and development expenses were $48.2 million for the year ended
December 31, 2014, an increase of $2.3 million, or 5%, from $45.9 million for the year ended December 31, 2013. The increase
reflects our ongoing focus on developing innovative new core products, including the G1 SCBA, a revolutionary new product
designed side by side with firefighters.

Restructuring and other charges. For the year ended December 31, 2014, we recorded charges of $8.5 million compared
to charges of $5.3 million for the year ended December 31, 2013. European segment charges of $4.8 million related primarily to
severance from staff reductions in Central and Southern Europe as well as reorganization costs in Central Europe. International
segment charges of $3.7 million, primarily related to staff reductions in South Africa, Australia, and Brazil and asset disposals
in Australia and South Africa, as the Company reduces its footprint and optimizes its cost structure in response to challenging
economic conditions in certain markets.

For the year ended December 31, 2013, we recorded charges of $5.3 million. European segment charges of $3.0 million

related primarily to staff reductions in Germany and the Netherlands. International segment charges of $2.3 million were
primarily related to staff reductions in Australia and South Africa.

Interest expense. Interest expense for the year ended December 31, 2014 was $9.9 million, a decrease of $0.8 million, or
7%, from $10.7 million for the year ended December 31, 2013. The decrease in interest expense reflects lower borrowing levels
in the current year as well as a reduction in borrowing costs associated with our debt refinancing activities in the first half of
2014.

Currency exchange. Currency exchange losses were $1.5 million during the year ended December 31, 2014, compared to

losses of $5.5 million during the same period in 2013. In 2014, currency exchange losses primarily relate to weakening of the
Russian ruble. Currency exchange losses in both periods were mostly unrealized and relate primarily to the effect of the
strengthening U.S. dollar on intercompany balances.

Income tax provision. Our effective tax rate from continuing operations for the year ended December 31, 2014 was
32.3% compared to 29.3% for the year ended December 31, 2013. In 2014, the Company recognized a tax benefit for the
research and development tax credit. In 2013, the Company recognized a tax benefit for the research and development tax
credits for both 2012 and 2013. Additionally, an unfavorable income mix also contributed to the higher effective tax rate in
2014. As a result of the implementation of our principal operating model for parts of our European business, we expect to incur
between $8 million and $10 million of nonrecurring exit tax charges during the first quarter of 2015.

Net income from continuing operations. Net income from continuing operations for the year ended December 31, 2014

was $87.4 million, an increase of $1.5 million, or 2%, from net income from continuing operations for the year ended
December 31, 2013 of $85.9 million. Local currency net income increased by $3.6 million, or 4%. Currency translation effects
decreased current period net income when stated in U.S. dollars, by $2.1 million. Basic earnings per share from continuing
operations was $2.34 in 2014 compared to $2.31 in 2013, an increase of 3 cents per share, or 1%.

North American segment net income for the year ended December 31, 2014 was $73.9 million, an improvement of $11.1

million, or 18%, from $62.8 million for the year ended December 31, 2013. The increase in North American segment net
income reflects higher sales, improved gross profit, and controlled selling, general, and administrative spending.

European segment net income for the year ended December 31, 2014 was $22.2 million, an increase of $2.0 million, or
10%, from $20.2 million for the year ended December 31, 2013. Local currency net income increased by $1.6 million, or 8%,
reflecting increased sales and strong gross profit, partially offset by higher selling, general and administrative expense and
restructuring expense. Currency translation effects increased European segment net income in the current year, when stated in
U.S. dollars, by $0.4 million.

International segment net income for the year ended December 31, 2014 was $15.2 million, a decrease of $12.0 million,
or 44%, from $27.2 million for the year ended December 31, 2013. Local currency net income declined $10.1 million, or 40%,
and was primarily related to a lower level of sales, higher operating expense, and higher restructuring costs. Currency
translation effects decreased current period International segment net income when stated in U.S. dollars, by $1.9 million,
primarily due to a weaker Argentine peso, Brazilian real, and Chilean peso.

The net loss reported in reconciling items for the year ended December 31, 2014 was $23.8 million, compared to a net

loss of $24.4 million for the year ended December 31, 2013. The lower loss during the year ended December 31, 2014 reflects
favorable currency exchange impact and lower interest expense, partially offset by higher selling, general, and administrative
expense related to corporate strategic initiatives.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Net sales from continuing operations. Net sales for the year ended December 31, 2013 were $1,112.1 million, an increase

of $1.7 million, from $1,110.4 million for the year ended December 31, 2012.

For the year ended December 31, 2013, local currency core product sales increased by 6%, comprising 73% of our total

business, up from 70% for the year ended December 31, 2012. By product group, portable instruments increased 11%, fixed gas
& flame detection instruments and fall protection each increased 6%, breathing apparatus increased 4%, and head protection
increased 3% on a local currency basis. Local currency non-core sales decreased 10% on a lower level of mining related
business in the International segment, lower gas mask sales in the United States, and the absence of ballistic helmet sales in
North America due to the divestiture of this business in the first half of 2012.

The unfavorable translation effects of weaker foreign currencies decreased net sales from continuing operations, when

stated in U.S. dollars, by $9.5 million. Excluding the impact of weakening foreign currencies and the divestiture of our North
American ballistic helmet business of $9.6 million, net sales from continuing operations increased $20.8 million or 2%.

Net Sales
(Dollars in millions)
North America
Europe
International
Total

2013

2012

533.2
293.1
285.8
1,112.1

532.2
290.4
287.8
1,110.4

Dollar
Increase
(Decrease)

Percent
Increase
(Decrease)

1.0
2.7
(2.0)
1.7

— %
1 %
(1)%
— %

Net sales by the North American segment were $533.2 million for the year ended December 31, 2013, an increase of $1.0
million, compared to $532.2 million for the year ended December 31, 2012. Excluding the effects of the divestiture of the North
American ballistic helmet business, North American segment sales increased $10.6 million, or 2%, when compared to 2012.
North American ballistic helmet sales were $9.6 million lower in 2013, reflecting the divestiture. During the year ended
December 31, 2013, we continued to see growth in the fire service and industrial markets. Shipments of instruments, breathing
apparatus, and head, eye and face protection were up $14.6 million, $3.2 million and $2.9 million, respectively. These increases
were partially offset by a $7.6 million decrease in shipments of gas masks to military markets and other small decreases across
a broad range of product lines.

Net sales for the European segment were $293.1 million for the year ended December 31, 2013, an increase of $2.7

million, or 1%, from $290.4 million for the year ended December 31, 2012. Local currency sales in Europe decreased $2.7
million on lower shipments of non-core product business to military and fire markets. The favorable translation effects of a
stronger euro in 2013 increased European segment sales, when stated in U.S. dollars, by $5.4 million.

Net sales of our International segment were $285.8 million for the year ended December 31, 2013, a decrease of $2.0
million, or 1%, compared to $287.8 million for the year ended December 31, 2012. Local currency sales in the International
segment increased $14.3 million, or 5%, as strength in the industrial markets was partially offset by weakness in the fire service
and military markets. Shipments of instruments, breathing apparatus, and fall protection, up $12.9 million, $5.7 million and
$2.0 million, respectively, were partially offset by lower shipments of head, eye, and face protection and circuit breathing
apparatus, down $3.1 million and $2.7 million, respectively, as well as smaller decreases across a series of non-core product
lines. Currency translation effects decreased International segment sales, when stated in U.S. dollars, by $16.3 million,
primarily related to a weaker Australian dollar and Brazilian real.

Other (loss) income. Other loss for the year ended December 31, 2013 was $0.2 million. A $1.6 million land impairment

loss in the North American segment was partially offset by interest income of $1.1 million and small gains from asset
dispositions. The 2013 loss compares with income of $10.9 million for the year ended December 31, 2012. In 2012, we
recognized gains totaling $8.4 million on property sales in our Cranberry Woods office park. In December 2012, we sold the
last available parcel in Cranberry Woods. Other income for 2012 also included a $4.8 million gain on an escrow settlement
related to our October 2010 acquisition of the General Monitors group of companies. These improvements were partially offset
by impairment losses on intangible assets and tooling related to our firefighter location project of $4.3 million and $0.5 million,
respectively.

Gross profit. Gross profit for the year ended December 31, 2013 was $496.8 million, an increase of $7.3 million, or 1%,
from $489.5 million for the year ended December 31, 2012. The ratio of gross profit to sales was 44.7% for 2013 compared to
44.1% in 2012. The higher gross profit ratio in 2013 was primarily related to a more favorable proportion of core product sales,
lower manufacturing costs including the effect of LIFO liquidations, and improved pricing.

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended
December 31, 2013 were $309.2 million, a decrease of $3.7 million, or 1%, from $312.9 million for the year ended
December 31, 2012. Selling, general and administrative expenses were 27.8% of sales in 2013 compared to 28.2% of sales in
2012. Local currency selling, general and administrative expenses decreased $0.9 million for the year ended December 31,
2013. The decrease reflects reduced administrative expense in our International and European segments and lower legal
expense associated with the product liability matters, partially offset by higher pension expense. Currency translation effects
decreased selling, general and administrative expenses for the year ended December 31, 2013, when stated in U.S. dollars, by
$2.8 million. The decrease was primarily related to a weaker Australian dollar, Brazilian real and South African rand, partially
offset by a stronger euro.

Research and development expenses. Research and development expenses were $45.9 million for the year ended

December 31, 2013, an increase of $5.0 million, or 12%, from $40.9 million for the year ended December 31, 2012. The
increase reflects our ongoing focus on developing innovative new core products, including the G1 SCBA and FAS-Trac III
Industrial Helmet Suspension.

Restructuring and other charges. For the year ended December 31, 2013, we recorded charges of $5.3 million. European

segment charges of $3.0 million related primarily to staff reductions in Germany and the Netherlands. International segment
charges of $2.3 million were primarily related to staff reductions in Australia and South Africa.

Charges of $2.8 million for the year ended December 31, 2012 were related to severance costs associated with staff

reductions in our North American, European and International segments of $1.5 million, $1.1 million and $0.2 million,
respectively.

Interest expense. Interest expense for the year ended December 31, 2013 was $10.7 million, a decrease of $0.6 million, or
5%, from $11.3 million for the year ended December 31, 2012. The decrease in interest expense reflects lower borrowing levels
in 2013.

Currency exchange. Currency exchange losses were $5.5 million during the twelve months ended December 31, 2013,

compared to losses of $3.2 million during the same period in 2012. Currency exchange losses in both periods were mostly
unrealized and relate primarily to the effect of the strengthening U.S. dollar on intercompany balances.

Income tax provision. Our effective tax rate for the year ended December 31, 2013 was 29.3% compared to 32.0% for the

year ended December 31, 2012. The lower effective tax rate for the year was primarily related to a tax benefit recognized for
the research and development tax credit, including the benefit related to the recognition of the 2012 credit in January 2013. A
favorable mix of income sourced from lower tax jurisdictions also contributed to the lower effective tax rate in 2013.

Net income from continuing operations. Net income from continuing operations for the year ended December 31, 2013
was $85.9 million, a decrease of $1.7 million, or 2%, from net income for the year ended December 31, 2012 of $87.6 million.
Local currency net income decreased by $0.9 million. Currency translation effects decreased net income in 2013 when stated in
U.S. dollars, by $0.8 million. Basic earnings per share from continuing operations was $2.31 in 2013 compared to $2.37 in
2012, a decrease of 6 cents per share, or 3%.

North American segment net income for the year ended December 31, 2013 was $62.8 million, an improvement of $4.4

million, or 8%, from $58.4 million for the year ended December 31, 2012. The increase in North American segment net income
reflects higher sales and gross profits and decreased restructuring expense, partially offset by increased selling, general and
administrative expenses from higher payroll, legal fees, and other professional services fees.

European segment net income for the year ended December 31, 2013 was $20.2 million, a decrease of $1.4 million, or
6%, from $21.6 million for the year ended December 31, 2012. Local currency net income decreased by $1.6 million, or 7%,
reflecting lower gross profits on lower sales and increased restructuring expense, partially offset by lower selling, general and
administrative expense. Currency translation impacts for the year ended December 31, 2013 increased European segment net
income, when stated in U.S. dollars, by $0.2 million.

International segment net income for the year ended December 31, 2013 was $27.2 million, an increase of $2.4 million,
or 10%, from $24.8 million for the year ended December 31, 2012. Local currency net income increased $3.1 million, or 13%,
and was primarily related to increased gross profits from increased sales and lower selling, general and administrative expenses,
partially offset by increased restructuring expense. Currency translation effects decreased 2013 International segment net
income when stated in U.S. dollars, by $0.7 million, primarily due to a weaker Australian dollar and Brazilian real.

The net loss reported in reconciling items for the year ended December 31, 2013 was $24.4 million, compared to a net

loss of $17.2 million for the year ended December 31, 2012. The higher loss during the year ended December 31, 2013 reflects
higher currency exchange losses. Additionally, the year ended December 31, 2012 benefited from the previously-discussed one-
time gain on the sale of land in our Cranberry Woods office park.

LIQUIDITY AND CAPITAL RESOURCES

Our main source of liquidity is operating cash flows, supplemented by borrowings. Our principal liquidity requirements

are for working capital, capital expenditures, principal and interest payments on debt, dividend payments, and acquisitions.
Approximately 60% of our long-term debt is at fixed interest rates with repayment schedules through 2021. The remainder of
our long-term debt is at variable rates on an unsecured revolving credit facility that is due in 2019. Substantially all of our
borrowings originate in the U.S., which has limited our exposure to non-U.S. credit markets and to currency exchange rate
fluctuations.

At December 31, 2014, we had cash and cash equivalents totaling $106.0 million, of which $96.2 million was held by our

foreign subsidiaries. The $96.2 million of cash and cash equivalents are held by our foreign subsidiaries whose earnings are
considered indefinitely reinvested at December 31, 2014. These funds could be subject to additional income taxes if repatriated.
It is not practical to determine the potential income tax liability that we would incur if these funds were repatriated to the U.S.
because the time and manner of repatriation is uncertain. We believe that domestic cash and cash equivalents, domestic cash
flows from operations, annual repatriation of a portion of the current period's foreign earnings, and the availability of our
domestic line of credit are sufficient to fund our domestic liquidity requirements.

The Company's existing debt agreements, including its senior revolving credit facility and note purchase agreements were

amended to reflect the changes in the Company's legal structure in March 2014. During this process, we were able to
successfully renegotiate a number of our existing credit facilities to provide the Company with access to additional capital at
low interest rates.

Our unsecured senior revolving credit facility provides for borrowings up to $300.0 million through 2019 and is subject to

certain commitment fees. This credit facility has sub-limits for the issuance of letters of credit, swingline borrowings and
foreign currency denominated borrowings; and may be used for general corporate purposes, including working capital,
permitted acquisitions, capital expenditures and repayment of existing indebtedness. The credit agreement also allows the
Company to request increases in the aggregate commitments of the lenders of up to an additional $150.0 million. Loans under
the revolving facility will bear interest, at a variable rate based on LIBOR or the federal funds rate, at the Company's option.
Interest rates remained at 1.16% in 2014. At December 31, 2014, $193.0 million of the $300.0 million senior revolving credit
facility was unused including letters of credit. We reduced borrowings on the senior revolving credit facility by $5.0 million in
both 2014 and 2013.

The Company amended its existing $175.0 million senior unsecured shelf facility with a note holder in 2014. Under this
agreement, the Company may request the note holder to purchase additional senior notes from time to time prior to March 7,
2017. The Company would be required to pay the note holder an issuance fee in addition to fees defined in the note purchase
agreement upon issuance of additional senior notes.

Effective June 2, 2014, The Company entered into an additional $100.0 million note facility with a note holder. Under this

agreement, the Company may issue senior notes to the note holder from time to time prior to June 2, 2017. The Company
would be required to pay fees defined in the master note agreement upon issuance of senior notes.

Considering the above noted changes and our outstanding debt, the Company currently has access to approximately
$618.0 million of capital at December 31, 2014. Refer to Note 11 to the Consolidated Financial Statements in Part II Item 8 of
this Form 10-K.

The Company redeemed the $4.0 million of industrial development debt on February 28, 2014.

Cash and cash equivalents increased $9.7 million during the year ended December 31, 2014, compared to an increase of

$13.5 million during 2013 and an increase of $22.8 million during 2012.

Operating activities. Operating activities provided cash of $107.0 million in 2014, compared to providing cash of $110.8

million in 2013. Lower operating cash flow in 2014 is primarily related to higher insurance receivables, lower pension, and
lower currency exchange losses, offset by changes in working capital. Insurance receivables related to cumulative trauma
product liability losses were $220.5 million at December 31, 2014 compared to $124.8 million at December 31, 2013. Trade
receivables were $211.4 million at December 31, 2014 compared to $200.4 million at December 31, 2013, reflecting a local
currency increase of $23.5 million on strong sales results in the 2014 fourth quarter, partially offset by a $12.5 million decrease
due to currency translation effects. Inventories were $123.0 million at December 31, 2014, compared to $136.8 million at
December 31, 2013. Local currency inventory decreased $1.1 million on decreases in our European and International segments.
Currency translation effects of $12.7 million decreased inventories. Accounts payable were $70.2 million at December 31, 2014
compared to $66.9 million at December 31, 2013. Local currency accounts payable increased $6.8 million, primarily in the
European segment, offset by currency translation effects of $3.5 million.

Operating activities provided cash of $110.8 million in 2013, compared to providing cash of $150.5 million in 2012.
Lower operating cash flow in 2013 is primarily related to changes in working capital, higher notes receivables from insurance
companies, and lower net income. Insurance receivables related to cumulative trauma product liability losses were $124.8
million at December 31, 2013 compared to $130.0 million at December 31, 2012. Trade receivables were $200.4 million at
December 31, 2013 compared to $191.3 million at December 31, 2012, reflecting a local currency increase of $13.2 million on
strong sales results in December, partially offset by unfavorable currency translation effects of $4.1 million. Inventories were
$136.8 million at December 31, 2013, compared to $136.3 million at December 31, 2012. Local currency inventory increased
$6.3 million, partially due to anticipated demand for new products. Local currency increases were offset by unfavorable
currency translation effects of $5.8 million. Accounts payable were $66.9 million at December 31, 2013 compared to $59.5
million at December 31, 2012. Local currency accounts payable increased $8.8 million, primarily in International and North
America reflecting our ongoing initiative to improve operating cash flow, partially offset by favorable currency translation
effects of $1.4 million.

Investing activities. Investing activities used cash of $30.7 million for the year ended December 31, 2014, compared to

using $35.2 million in 2013. The decrease in cash used by investing activities in 2014 was due to lower capital expenditures and
higher cash generated by property disposals. Cash generated from property disposals was $3.4 million in 2014 compared to
$1.4 million in 2013. The cash received from property disposals in 2014 include proceeds from the sale of our detector tube
assets. Capital expenditures were $33.6 million compared to $36.5 million in 2013. The $2.9 million decrease in expenditures
was driven primarily from lower investment in manufacturing in the International segment.

Investing activities used cash of $35.2 million for the year ended December 31, 2013, compared to using $17.3 million in

2012. The increase in cash used by investing activities in 2013 was due to lower cash generated by property disposals. Cash
generated from property disposals was $1.4 million in 2013 compared to $20.2 million in 2012. The cash received from
property disposals in 2012 include proceeds from the sale of land in our Cranberry Woods office park. Capital expenditures
were $36.5 million compared to $32.2 million in 2012. The $4.3 million increase in expenditures was driven primarily from
higher investment in manufacturing in the International segment.

Financing activities. Financing activities used cash of $58.1 million for the year ended December 31, 2014, compared to

using cash of $58.2 million in 2013. During 2014, we paid down $15.7 million of long-term debt compared to paying down
$11.7 million in 2013. We made dividend payments of $45.6 million during 2014, compared to $44.0 million during 2013.
Dividends paid on our common stock during 2014 (our 98th consecutive year of dividend payments) were $1.23 per share.
Dividends paid on our common stock in 2013 and 2012 were $1.18 and $1.38 per share, respectively. The 2012 dividend
included a special one-time dividend of $0.28 per share that was paid on December 28, 2012. Restricted cash balances were
$2.7 million at December 31, 2014 compared to $2.8 million at December 31, 2013 and were primarily used to support letter of
credit balances.

Financing activities used cash of $58.2 million in 2013 compared to using cash of $110.5 million in 2012. During 2013,

we paid down $11.7 million of long-term debt compared to paying down $63.0 million in 2012. We made dividend payments of
$44.0 million during 2013, compared to $51.0 million during 2012.

CUMULATIVE TRANSLATION ADJUSTMENTS

The year-end position of the U.S. dollar relative to international currencies resulted in a translation loss of $40.0 million
being credited to cumulative translation adjustments for the year ended December 31, 2014. This compares to a translation loss
of $6.1 million in 2013 and a translation gain of $4.1 million in 2012. The translation loss in 2014 was primarily related to the
weakening of the euro, Mexican peso, Argentine peso, and the South African rand. The translation loss in 2013 was primarily
related to the weakening of the Australian dollar, Brazilian real and the Argentine peso. The translation gain in 2012 was
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, 2014 were as follows:

(In millions)
Long-term debt
Operating leases
Totals

Total

2015

2016

2017

2018

2019

251.7
54.4
306.1

6.7
10.1
16.8

6.7
8.9
15.6

26.7
7.8
34.5

26.7
6.9
33.6

131.7
6.1
137.8

Thereafter
53.2
$
14.6
67.8

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 meet our 2015, 2016, 2017, and 2018 debt service obligations through cash provided by operations.
Approximately $105.0 million of debt payable in 2019 relates to our unsecured senior revolving credit facility. We expect to
generate sufficient operating cash flow to make payments against this amount each year. To the extent that a balance remains
when the facility matures in 2019, we expect to refinance the remaining balance through new borrowing facilities.

The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2014 totaling

$6.5 million, of which $2.8 million relate to the senior revolving credit facility. These letters of credit serve to cover customer
requirements in connection with certain sales orders and insurance companies. No amounts were drawn on these arrangements
at December 31, 2014. The Company is also required to provide cash collateral in connection with certain arrangements. At
December 31, 2014, the Company has $2.7 million of restricted cash in support of these arrangements.

We expect to make net contributions of $4.1 million to our pension plans in 2015.

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

conduct of business.

Please refer to Note 18 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K for further discussion

on the Company's product liabilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles

(GAAP). 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. A
summary of the Company's significant accounting policies is included in Note 1 to the Consolidated Financial Statements in
Part II, Item 8 of this Form 10-K.

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 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.

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. MSA LLC, a
subsidiary of MSA Safety Incorporated (formerly Mine Safety Appliances Company), categorizes the product liability losses
that its various subsidiaries experience into two main categories: single incident and cumulative trauma. Single incident product
liability claims are discrete incidents that are typically known to us when they occur and involve observable injuries which
provide an objective basis for quantifying damages. MSA LLC estimates its liability for single incident product liability claims
based on expected settlement costs for pending claims and an estimate of costs for unreported claims. The estimate for
unreported claims is based on experience, sales volumes and other relevant information.

Cumulative trauma product liability claims involve exposures to harmful substances (e.g., silica, asbestos and coal dust)
that occurred many years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis or
coal worker’s pneumoconiosis. MSA LLC is presently named as a defendant in 2,326 lawsuits, some of which involve multiple
plaintiffs. In these lawsuits, plaintiffs allege to have contracted certain cumulative trauma diseases related to exposure to silica,
asbestos, and/or coal dust. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by
MSA LLC or its predecessors.

Cumulative trauma product liability litigation has been difficult to predict. In our experience, until late in a lawsuit, we

cannot reasonably determine whether it is probable that any of MSA LLC's cumulative trauma lawsuits will ultimately result in
a liability. This uncertainty was caused by many factors, including the following: cumulative trauma complaints generally do
not provide information sufficient to determine if a loss is probable; cumulative trauma litigation is inherently unpredictable
and information is often insufficient to determine if a lawsuit will develop into an actively litigated case. Even when a case is
actively litigated, it is often difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit.
Moreover, even once it is probable that such a lawsuit will result in a loss; it is often difficult to reasonably estimate the amount
of actual loss that will be incurred. These amounts are highly variable and turn on a case-by-case analysis of the relevant facts,
which are often not learned until late in the lawsuit. Consequently, MSA LLC has historically been unable to estimate its
cumulative trauma product liability exposure. As new information about cumulative trauma product liability claims and future
developments becomes available, we reassess our potential exposures.

We record expenses for defense costs associated with open product liability lawsuits as incurred. With some common

contract exclusions, we maintain insurance for cumulative trauma product liability claims. We have purchased insurance
policies for the policy years from 1952-1986 from over 20 different insurance carriers that provide coverage for cumulative
trauma product liability losses, and in many instances, related defense costs. The available limits of these policies well exceed
the recorded insurance receivable balance. In the normal course of business, we make payments to settle product liability claims
and for related defense costs. We record receivables for the amounts that are covered by insurance.

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, 2014.

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, 2014.

Income taxes. We recognize deferred tax assets and liabilities using enacted tax rates to record the tax effect of temporary
differences between the book and tax basis of recorded assets and liabilities. 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 adjust the related valuation
allowances in the period that the change in circumstances occurs. We had valuation allowances of $3.8 million and $4.9 million
at December 31, 2014 and 2013, 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.

No deferred U.S. income taxes have been provided on undistributed earnings of non-U.S. subsidiaries, which amounted

to $334.7 million as of December 31, 2014. These earnings are considered to be reinvested for an indefinite period of time.
Because we currently do not have any plans to repatriate these funds, we cannot determine the impact of local taxes,
withholding taxes and foreign tax credits associated with the future repatriation of such earnings and, therefore, cannot
reasonably estimate the associated tax liability. In cases where we intend to repatriate a portion of the undistributed earnings of
our foreign subsidiaries, we provide U.S. income taxes on such earnings.

Pensions and other post-retirement benefits. We sponsor certain pension and other post-retirement benefit plans.
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
or a company-specific yield curve model.

Goodwill. In the third quarter of each year, or more frequently if indicators of impairment exist or if a decision is made to

sell a business, we evaluate goodwill for impairment. A significant amount of judgment is involved in determining if an
indicator of impairment has occurred. Such indicators may include a decline in expected cash flows, a significant adverse
change in the business climate, unanticipated competition, slower growth rates, or negative developments in equity and credit
markets, among others.

All goodwill is assigned to reporting units. For goodwill impairment testing purposes, we consider our operating
segments to be our reporting units. We test goodwill for impairment by either performing a qualitative evaluation or a two-step
quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value, including goodwill. Factors considered as part of the qualitative
assessment include entity-specific industry, market and general economic conditions. In 2014 we elected to bypass the
qualitative evaluation for all of our reporting units and performed a two-step quantitative test. Quantitative testing involves
comparing the estimated fair value of each reporting unit to its carrying value. We estimate reporting unit fair value using a
weighted average of fair values determined by discounted cash flow (DCF) and market approach methodologies, as we believe
both are equally important indicators of fair value. A number of significant assumptions and estimates are involved in the
application of the DCF model, including sales volumes and prices, costs to produce, tax rates, capital spending, discount rates,
and working capital changes. Cash flow forecasts are generally based on approved business unit operating plans for the early
years and historical relationships in later years. The betas used in calculating the individual reporting units’ weighted average
cost of capital (WACC) rate are estimated for each reporting unit based on peer data. The market approach methodology
measures value through an analysis of peer companies. The analysis entails measuring the multiples of EBITDA at which peer
companies are trading.

In the event the estimated fair value of a reporting unit per the weighted average of the DCF and market approach models

is less than the carrying value, additional analysis would be required. The additional analysis would compare the carrying
amount of the reporting unit’s goodwill with the implied fair value of that goodwill, which may involve the use of valuation
experts. The implied fair value of goodwill is the excess of the fair value of the reporting unit over the fair value amounts
assigned to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination and
the fair value of the reporting unit represented the purchase price. If the carrying value of goodwill exceeds its implied fair
value, an impairment loss equal to such excess would be recognized, which could significantly and adversely impact reported
results of operations and shareholders’ equity. For 2014, based on our quantitative valuation, all of the fair values of our
reporting units exceeded their carrying value by at least 35%.

RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS

Please refer to Note 1 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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 rates. 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, 2014 by approximately $57.6 million and $2.8 million, or 5.1% and 3.2%, respectively.

When appropriate, we may attempt to limit our transactional exposure to changes in currency exchange rates through forward

contracts or other actions intended to reduce existing exposures by creating offsetting currency exposures. At December 31, 2014, we
had open foreign currency forward contracts with a U.S. dollar notional value of $60.9 million. A hypothetical 10% increase in
December 31, 2014 forward exchange rates would result in a $6.1 million increase in the fair value of these contracts.

Interest rates. 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 our revolving credit facility, these financial instruments are reported at carrying values which approximate fair values.

We have $146.7 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 $2.3 million.
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.

Actuarial assumptions. The most significant actuarial assumptions affecting our net periodic pension credit and pension
obligations are discount rates, expected returns on plan assets and plan asset valuations. Discount rates and plan asset valuations are
point-in-time measures. Expected returns on plan assets are based on our historical returns by asset class.

The following table summarizes the impact of changes in significant actuarial assumptions on our December 31, 2014 actuarial

valuations.

(In thousands)
(Decrease) increase in net benefit cost

(Decrease) increase in projected benefit obligation

Increase (decrease) in funded status

Impact of Changes in Actuarial Assumptions

Change in Discount
Rate

Change in Expected
Return

Change in Market Value
of Assets

(1)%

(5)%

6,758

$ (4,116) $

4,116

$ (1,001) $

88,396
(88,396)

—

964

—

22,265

(22,265)

$ (5,692) $
(70,914)
70,914

Item 8. Financial Statements and Supplementary Data

Management’s Reports to Shareholders

Management’s Report on Responsibility for Financial Reporting

Management of MSA Safety Incorporated (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,

2014. 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 (2013). Based on our assessment and those criteria,
management has concluded that the Company maintained effective internal control over financial reporting as of December 31,
2014.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 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/ STACY P. McMAHAN

Stacy P. McMahan
Senior Vice President of Finance and Chief Financial Officer

February 25, 2015

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of MSA Safety Incorporated:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all
material respects, the financial position of MSA Safety Incorporated and its subsidiaries at December 31, 2014 and 2013, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 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 index appearing under Item 15(a)(2) 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, 2014,
based on criteria established in Internal Control - Integrated Framework (2013) 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 the Management's Report to Shareholders 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.

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

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 25, 2015

MSA SAFETY INCORPORATED

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)
Net sales

Other income (loss), net (Note 14)

Costs and expenses

Cost of products sold

Selling, general and administrative

Research and development

Restructuring and other charges (Note 2)

Interest expense

Currency exchange losses, net

Income from continuing operations before income taxes

Provision for income taxes (Note 9)

Income from continuing operations

Income from discontinued operations (Note 19)

Net income

Year ended December 31,

2014

2013

2012

$ 1,133,885

2,765

1,136,650

$ 1,112,058
(175)
1,111,883

$ 1,110,443

10,876

1,121,319

618,536

322,797

48,247

8,515

9,851

1,509

1,009,455

127,195
41,044

86,151

1,776

87,927

615,213

309,206

45,858

5,344

10,677

5,452

991,750

120,133
35,145

84,988

3,061

88,049

620,895

312,858

40,900

2,787

11,344

3,192

991,976

129,343
41,401

87,942

3,819

91,761

Net loss (income) attributable to noncontrolling interests

579

198

(1,124)

Net income attributable to MSA Safety Incorporated
Amounts attributable to MSA Safety Incorporated common shareholders:

Income from continuing operations

Income from discontinued operations (Note 19)

Net income

88,506

88,247

90,637

87,447

1,059

88,506

85,858

2,389

88,247

87,557

3,080

90,637

Earnings per share attributable to MSA Safety Incorporated common
shareholders (Note 8)
Basic

Income from continuing operations

Income from discontinued operations (Note 19)

Net income

Diluted

Income from continuing operations

Income from discontinued operations (Note 19)

Net income

2.34

0.03

2.37

2.30

0.03

2.33

2.31

0.06

2.37

2.28

0.06

2.34

2.37

0.08

2.45

2.34

0.08

2.42

The accompanying notes are an integral part of the consolidated financial statements.

MSA SAFETY INCORPORATED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)
Net income

Foreign currency translation adjustments

Pension and post-retirement plan actuarial (losses) and gains (Note 13)
Comprehensive (loss) income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to MSA Safety Incorporated

Year ended December 31,

2014

2013

2012

87,927
(40,568)
(48,490)
(1,131)
1,176

88,049
(7,281)
54,951

135,719

1,331

137,050

91,761

3,846

(28,018)

67,589

(840)

66,749

The accompanying notes are an integral part of the consolidated financial statements.

MSA SAFETY INCORPORATED

CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)
Assets
Cash and cash equivalents
Trade receivables, less allowance for doubtful accounts of $7,821 and $7,306
Inventories (Note 3)
Deferred tax assets (Note 9)
Income taxes receivable
Prepaid expenses and other current assets (Note 16)
Total current assets

Property, plant, and equipment (Note 4)
Prepaid pension cost (Note 13)
Deferred tax assets (Note 9)
Goodwill (Note 12)
Intangible assets (Note 12)
Other noncurrent assets
Total assets

Liabilities
Notes payable and current portion of long-term debt (Note 11)
Accounts payable
Employees’ compensation
Insurance and product liability (Note 18)
Taxes on income (Note 9)
Other current liabilities
Total current liabilities

Long-term debt (Note 11)
Pensions and other employee benefits (Note 13)
Deferred tax liabilities (Note 9)
Other noncurrent liabilities (Note 18)
Total liabilities
Commitments and contingencies (Note 18)

Shareholders' Equity
Preferred stock, 4 1/2% cumulative, $50 par value (Note 6)
Common stock, no par value (Note 6)
Stock compensation trust (Note 6)
Treasury shares, at cost (Note 6)
Accumulated other comprehensive loss
Retained earnings
Total shareholders’ equity
Noncontrolling interests
Total shareholders’ equity
Total liabilities and shareholders’ equity

December 31,

2014

2013

105,998
211,440
122,954
23,830
2,876
30,771
497,869

151,352
75,017
20,227
252,520
31,323
236,484
1,264,792

6,700
70,210
40,249
47,456
5,545
63,897
234,057

245,000
174,598
26,306
46,198
726,159

3,569
148,401
—
(286,557)
(166,730)
835,126
533,809
4,824
538,633
1,264,792

96,265
200,364
136,837
22,458
9,181
35,861
500,966

152,755
121,054
14,996
260,134
35,029
149,336
1,234,270

7,500
66,902
38,164
14,251
3,662
61,085
191,564

260,667
152,084
49,621
7,987
661,923

3,569
132,055
(1,585)
(281,524)
(78,269)
792,206
566,452
5,895
572,347
1,234,270

The accompanying notes are an integral part of the consolidated financial statements.

MSA SAFETY INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)
Operating Activities
Net income
Depreciation and amortization
Pension expense (Note 13)
Net gain from investing activities—asset disposals (Note 14)
Stock-based compensation (Note 10)
Deferred income tax provision (Note 9)
Other noncurrent assets and liabilities
Currency exchange losses, net
Excess tax benefit related to stock plans (Note 6)
Other, net

Operating cash flow before changes in certain working capital items

(Increase) decrease in trade receivables
(Increase) decrease in inventories (Note 3)
Increase in accounts payable and accrued liabilities
Decrease (increase) in income taxes receivable, prepaid expenses and other current assets
Decrease (increase) in certain working capital items
Cash Flow From Operating Activities

Investing Activities

Capital expenditures
Property disposals
Other investing
Cash Flow From Investing Activities

Financing Activities

(Payments on) proceeds from short-term debt, net (Note 11)
Payments on long-term debt (Note 11)
Proceeds from long-term debt (Note 11)
Restricted cash
Cash dividends paid
Distributions to noncontrolling interests
Company stock purchases (Note 6)
Exercise of stock options (Note 6)
Excess tax benefit related to stock plans (Note 6)
Cash Flow From Financing Activities
Effect of exchange rate changes on cash and cash equivalents

Increase in cash and cash equivalents
Beginning cash and cash equivalents
Ending cash and cash equivalents
Supplemental cash flow information:
Interest payments
Income tax payments

Year ended December 31,

2014

2013

2012

87,927
29,921
4,836
(2,094)
9,053
(5,388)
(53,482)
1,393
(2,573)
(5,168)

64,425
(23,480)
(600)
56,988
9,698
42,606
107,031

(33,583)
3,385
(500)
(30,698)

(796)
(421,667)
406,000
86
(45,586)
—
(5,654)
6,926
2,573
(58,118)
(8,482)
9,733
96,265
105,998

88,049
30,764
12,268
(436)
10,337
(3,234)
(18,162)
5,127
(2,246)
4,386

126,853
(13,171)
(6,296)
10,732
(7,337)
(16,072)
110,781

(36,517)
1,360
—
(35,157)

662
(306,766)
295,100
(2,790)
(43,994)
(556)
(11,785)
9,643
2,246
(58,240)
(3,837)
13,547
82,718
96,265

91,761
31,702
3,673
(8,396)
10,010
213
(14,104)
3,151
(2,799)
1,103

116,314
2,346
2,677
17,776
11,363
34,162
150,476

(32,209)
20,193
(5,269)
(17,285)

(128)
(246,500)
183,500
—
(50,990)
—
(3,508)
4,306
2,799
(110,521)
110
22,780
59,938
82,718

9,663
31,679

10,884
36,242

10,772
29,807

The accompanying notes are an integral part of the consolidated financial statements.

MSA SAFETY INCORPORATED

CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS AND

ACCUMULATED OTHER COMPREHENSIVE LOSS

(In thousands)
Balances January 1, 2012

Net income

Foreign currency translation adjustments

Pension and post-retirement plan adjustments, net of tax of $11,364

(Income) loss attributable to noncontrolling interests

Common dividends

Preferred dividends

Balances December 31, 2012
Net income

Foreign currency translation adjustments

Pension and post-retirement plan adjustments, net of tax of $30,849

Loss attributable to noncontrolling interests

Common dividends

Preferred dividends

Balances December 31, 2013
Net income

Foreign currency translation adjustments

Pension and post-retirement plan adjustments, net of tax of $26,840
Loss attributable to noncontrolling interests

Common dividends

Preferred dividends

Balances December 31, 2014

Retained
Earnings

Accumulated
Other
Comprehensive
(Loss)

708,306

(103,184)

91,761

—

—
(1,124)
(50,948)
(42)
747,953

88,049

—

198
(43,952)
(42)
792,206

87,927

—
—
579
(45,544)
(42)
835,126

—

3,846

(28,018)

284

—

(127,072)

—

(7,281)

54,951

1,133

—

(78,269)

—

(40,568)
(48,490)
597

—

(166,730)

The accompanying notes are an integral part of the consolidated financial statements.

MSA SAFETY INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Significant Accounting Policies

Basis of Presentation—The Consolidated Financial Statements of MSA Safety Incorporated are prepared in conformity with
accounting principles generally accepted in the United States of America (GAAP) and require management to make certain judgments,
estimates, and assumptions. These may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements. They also may affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates upon subsequent resolution of identified matters.

Principles of Consolidation—The consolidated financial statements include the accounts of the company and all subsidiaries.

Intercompany accounts and transactions are eliminated.

Noncontrolling Interests—Noncontrolling interests reflect noncontrolling shareholders’ investments in certain consolidated

subsidiaries and their proportionate share of the income and accumulated other comprehensive income of those subsidiaries.

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.

Restricted Cash—Restricted cash, which is designated for use other than current operations is included in the prepaid expenses
and other current assets in the Consolidated Balance Sheet. Restricted cash balances were $2.7 million and $2.8 million at December
31, 2014 and December 31, 2013, respectively. These balances were used to support letter of credit balances.

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 other income and the cost and related depreciation are removed from the
accounts. Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $26.2 million, $27.1 million and $27.5
million, respectively. Properties, plants, and equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets is determined by comparing the
estimated undiscounted net cash flows of the operations related to the assets to their carrying amount. An impairment loss would be
recognized when the carrying amount of the assets exceeds the estimated undiscounted net cash flows. The amount of the impairment
loss to be recorded is calculated as the excess of the carrying value of the assets over their fair value, with fair value determined using
the best information available, which generally is a discounted cash flow model.

Goodwill and Other Intangible Assets—Intangible assets are amortized on a straight-line basis over their useful lives. Intangible

assets are reviewed for possible impairment whenever circumstances change such that the recorded value of the asset may not be
recoverable. Goodwill is not amortized, but is subject to impairment write-down tests. We test the goodwill of each of our reporting
units for impairment at least annually. The annual goodwill impairment tests are performed as of September 30 each year. All goodwill
is assigned to reporting units. For this purpose, we consider our operating segments to be our reporting units. We test goodwill for
impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of
various factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value,
including goodwill.

Factors considered as part of the qualitative assessment include entity-specific industry, market and general economic
conditions. We may elect to bypass the qualitative assessment for some or all of our reporting units and perform a two-step
quantitative test. Quantitative testing involves estimating a reporting unit’s fair value. We estimate reporting unit fair value using
discounted cash flow and market approach methodologies. There has been no impairment of our goodwill as of December 31, 2014.

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.

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 the FASB guidance on 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 may use derivative instruments to minimize the effects of changes in currency exchange rates. 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 as currency exchange (income) loss in the current period.

Commitments and Contingencies—For asserted claims and assessments, liabilities are recorded when an unfavorable outcome

of a matter is deemed to be probable and the loss is reasonably estimable. Management determines the likelihood of an unfavorable
outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and
opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical
matters, among others. Once an unfavorable outcome is deemed probable, management weighs the probability of estimated losses, and
the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed to be reasonably possible, then the
matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management must first determine
that the probability that an assertion will be made is likely, then, a determination as to the likelihood of an unfavorable outcome and
the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis to determine if there has
been a change in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss.

Discontinued Operations and Assets Held For Sale—For those businesses where management has committed to a plan to
divest, each business is valued at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the
business exceeds its estimated fair value, an impairment loss is recognized. Fair value is estimated using accepted valuation techniques
such as a discounted cash flow model, valuations performed by third parties, earnings multiples, or indicative bids, when available. A
number of significant estimates and assumptions are involved in the application of these techniques, including the forecasting of
markets and market share, sales volumes and prices, costs and expenses, and multiple other factors. Management considers historical
experience and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the
divestiture of a business may differ from the estimated fair value reflected in the Consolidated Financial Statements. Depreciation and
amortization expense is not recorded on assets of a business to be divested once they are classified as held for sale.

For businesses classified as discontinued operations, the results of operations are reclassified from their historical presentation to

discontinued operations on the Consolidated Statement of Income, for all periods presented. The gains or losses associated with these
divested businesses are recorded in discontinued operations on the Consolidated Statement of Income. Additionally, segment
information does not include the operating results of businesses classified as discontinued operations for all periods presented.

Management does not expect any continuing involvement with these businesses following their divestiture, and these businesses are
expected to be disposed of within one year.

Recently Adopted and Recently Issued Accounting Standards—In April 2014, the FASB issued ASU 2014-08, Reporting

Discontinued Operations and Disclosures of Disposals of an Entity. This ASU amends the definition of a discontinued operation to
include a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic
shift that has (or will have) a major effect on an entity's operations and financial results. This ASU will be effective beginning in 2015.
The adoption of this ASU may have a material effect on our consolidated financial statements in the event that we were to divest of a
component that meets the definition of a discontinued operation.

In May 2014, the FASB issued ASU 2014-09, Revenue with Contracts from Customers. This ASU clarifies the principles for

recognizing revenue such that an entity should recognize revenue to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU
will be effective beginning in 2017. The Company is currently evaluating the impact that the adoption of this ASU will have on the
consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That

a Performance Target Could be Achieved after the Requisite Service Period. This ASU clarifies the accounting treatment for share
based payment awards that contain performance targets. This ASU will be effective beginning in 2016. The adoption of this ASU is
not expected to have a material effect on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. This ASU clarifies
management's responsibility to evaluate whether there is a substantial doubt about the entity's ability to continue as a going concern
and provides guidance for related footnote disclosures. This ASU will be effective beginning in 2016. The adoption of this ASU is not
expected to have a material effect on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items. This ASU eliminates the
requirement to separately present and disclose extraordinary and unusual items in the financial statements. This ASU will be effective
beginning in 2016. The adoption of this ASU is not expected to have a material effect on our consolidated financial statements.

Note 2—Restructuring and Other Charges

During the years ended December 31, 2014, 2013 and 2012, we recorded restructuring charges of $8.5 million, $5.3 million and

$2.8 million, respectively. These charges were primarily related to reorganization activities.

For the year ended December 31, 2014, European segment charges of $4.8 million were primarily related to severance from staff

reductions in Central and Southern Europe as well as reorganization costs in Central Europe. International segment charges of $3.7
million for the year ended December 31, 2014 were primarily related to staff reductions in South Africa, Australia, and Brazil and
asset disposals in Australia and South Africa, as the Company continues to focus manufacturing efforts in line with our core products
and respond to changing economic conditions.

For the year ended December 31, 2013, European segment charges of $3.0 million were primarily related to staff reductions in

Germany and Netherlands. International segment charges of $2.3 million for the year ended December 31, 2013 were primarily related
to staff reductions in Australia and South Africa.

For the year ended December 31, 2012, North America, Europe and International segment charges of $1.5 million, $1.1 million

and $0.2 million, respectively were primarily related to severance costs associated with staff reductions.

Activity and reserve balances for restructuring charges by segment were as follows:

(in millions)
Reserve balances at January 1, 2012
Restructuring charges
Cash payments
Reserve balances at December 31, 2012
Restructuring charges
Cash payments
Reserve balances at December 31, 2013
Restructuring charges
Asset disposals
Cash payments
Reserve balances at December 31, 2014

North America
$

International
$

— $
1.5
(1.2)
0.3
—
(0.3)

— $
—
—
—
— $

Europe

4.3
1.1
(2.9)
2.5
3.0
(3.8)
1.7
4.8
(0.4)
(3.5)
2.6

— $
0.2
—
0.2
2.3
(2.5)

— $
3.7
(1.7)
(1.8)
0.2

Total

4.3
2.8
(4.1)
3.0
5.3
(6.6)
1.7
8.5
(2.1)
(5.3)
2.8

Note 3—Inventories

The following table sets forth the components of inventory:

(In thousands)
Finished products
Work in process
Raw materials and supplies
Total inventories
Excess of FIFO costs over LIFO costs
Total FIFO inventories

December 31,

2014

2013

67,713
8,942
46,299
122,954
44,468
167,422

74,466
8,108
54,263
136,837
44,670
181,507

Inventories stated on the LIFO basis represent 21% and 15% of total inventories at December 31, 2014 and 2013, respectively.

Reductions in certain inventory quantities during the years ended December 31, 2014 and 2013 resulted in liquidations of LIFO

inventories carried at lower costs prevailing in prior years. The effect of LIFO liquidations during 2014 were inconsequential to
changes in cost of sales or net income. The effect of LIFO liquidations during 2013 reduced cost of sales by $2.1 million and increased
net income by $1.4 million.

Note 4—Property, Plant, and Equipment

The following table sets forth the components of property, plant and equipment:

(In thousands)
Land
Buildings
Machinery and equipment
Construction in progress
Total
Less accumulated depreciation
Net property

Note 5—Reclassifications Out of Accumulated Other Comprehensive Loss

December 31,

2014

2013

3,573
110,144
335,318
17,327
466,362
(315,010)
151,352

3,835
110,534
349,667
16,364
480,400
(327,645)
152,755

(In thousands)
Pension and other post-retirement benefits
Balance at beginning of period
Unrecognized net actuarial (losses) gains
Unrecognized prior service credit
Tax benefit (expense)

Total other comprehensive (loss) income before
reclassifications, net of tax

Amounts reclassified from accumulated other
comprehensive loss:

Amortization of prior service cost
Recognized net actuarial losses
Tax benefit

Total amount reclassified from accumulated other
comprehensive loss, net of tax

Total other comprehensive (loss) income
Balance at end of period
Foreign currency translation
Balance at beginning of period

Foreign currency translation adjustments

Balance at end of period

MSA Safety Incorporated
2013

2012

2014

Noncontrolling Interests
2013

2012

2014

$ (77,080) $ (132,031) $ (104,013) $
72,008
239
(25,783)

(45,793)
—
13,833

(84,495)
302
29,832

(54,361)

46,464

(31,960)

(251)
9,114
(2,992)

(322)
13,875
(5,066)

(353)
6,764
(2,469)

5,871
(48,490)

8,487
54,951
$ (125,570) $ (77,080) $ (132,031) $

3,942
(28,018)

— $
—
—
—

—

—
—
—

—

—
—
—

—

— $

—
—
—
—

—

—
—
—

—

(1,189) $
(39,971)
$ (41,160) $

4,959
(6,148)
(1,189) $

829
4,130
4,959

(1,602) $
(597)
(2,199) $

(469) $

(1,133)
(1,602) $

(185)
(284)
(469)

The reclassifications out of accumulated other comprehensive loss are included in the computation of net periodic pension and

other post-retirement benefit costs (see Note 13—Pensions and Other Post-Retirement Benefits).

Note 6—Capital Stock

Preferred Stock - The Company has authorized 100,000 shares of $50 par value 4.5% cumulative preferred nonvoting stock
which is callable at $52.50. There are 71,373 shares issued and 52,878 shares held in treasury at December 31, 2014. There were no
treasury purchases of preferred stock during the three years ended December 31, 2014. The Company has also authorized 1,000,000
shares of $10 par value second cumulative preferred voting stock. No shares have been issued as of December 31, 2014.

Common Stock - The Company has authorized 180,000,000 shares of no par value common stock. There were 37,448,310 and

37,202,099 shares outstanding at December 31, 2014 and December 31, 2013, respectively.

Common stock activity is summarized as follows:

(Dollars in thousands)
Balances January 1, 2012
Restricted stock awards
Restricted stock expense
Restricted stock forfeitures
Stock options exercised
Stock option expense
Performance stock issued
Performance stock expense
Tax benefit related to stock plans
Treasury shares purchased
Other, net
Balances December 31, 2012
Restricted stock awards
Restricted stock expense
Restricted stock forfeitures
Stock options exercised
Stock option expense
Performance stock issued
Performance stock expense
Tax benefit related to stock plans
Treasury shares purchased
Balances December 31, 2013
Restricted stock awards
Restricted stock expense
Restricted stock forfeitures
Stock options exercised
Stock option expense
Performance stock issued
Performance stock expense
Performance stock forfeitures
Tax benefit related to stock plans
Treasury shares purchased
Balances December 31, 2014

Stock
Compensation
Trust

Treasury

Common
Stock

Dollars

Stock
Compensation
Trust

Treasury
Cost

(1,162,784)
136,295
—
—
223,022
—
58,037
—
—
—
—
(745,430)
96,686
—
—
277,687
—
67,389
—
—
—
(303,668)
72,291
—
—
150,962
—
80,415
—
—
—
—
—
—
(107,096)
—
— (24,633,081)

(24,226,017) $ 97,276
(711)
—
4,891
—
(147)
(10,815)
3,141
—
2,435
—
(303)
—
2,831
—
2,799
—
—
(91,330)
(77)
—
112,135
(24,328,162)
(505)
—
4,244
—
(115)
(7,365)
8,194
—
2,825
—
(352)
—
3,383
—
2,246
—
—
(240,097)
132,055
(24,575,624)
(538)
13,936
4,372
—
(346)
(4,078)
5,678
39,781
2,355
—
(420)
2,705
(33)
2,573
—
148,401

(6,070) $ (264,479)
—
—
—
—
—
—
—
—
(3,508)
—
(267,987)
—
—
—
—
—
—
—
—
(11,785)
(279,772)
161
—
—
460
—
—
—
—
—
(5,654)
(284,805)

711
—
—
1,165
—
303
—
—
—
—
(3,891)
505
—
—
1,449
—
352
—
—
—
(1,585)
377
—
—
788
—
420
—
—
—
—
—

Issued
62,081,391
—
—
—
—
—
—
—
—
—
—
62,081,391
—
—
—
—
—
—
—
—
—
62,081,391
—
—
—
—
—
—
—
—
—
—
62,081,391

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. The Company began issuing Treasury Shares for all Board of Director share based benefit plans in April 2014. The Company
subsequently began issuing Treasury Shares for all share based benefit plans when the stock compensation trust was depleted in
September 2014. Shares are issued from Treasury at the average Treasury Share cost on the date of the transaction.

The Board of Directors has authorized the purchase of up to $100 million of MSA common stock either through private
transactions or open market transactions. 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 above treasury share purchases are related to stock compensation transactions.

Note 7—Segment Information

We are organized into nine geographic operating segments based on management responsibilities. The operating segments have

been aggregated (based on economic similarities, the nature of their products, end-user markets and methods of distribution) into three
reportable segments: North America, Europe, and International.

The Company's sales are allocated to each country based primarily on the destination of the end-customer. Effective January 1,
2014, the General Monitors business has been fully integrated into MSA. As such, sales made by General Monitors companies now
follow a similar allocation methodology by which sales are allocated to each country based on the destination of the end-customer and
based on the value added to that order. In prior years, sales made by General Monitors companies were reported as domestic sales
based on the country from which the product was shipped. The 2013 and 2012 results presented below have been restated to reflect
this change in allocation methodology.

Reportable segment information is presented in the following table:

(In thousands)
2014

Sales to external customers
Intercompany sales
Net income:
Continuing operations
Discontinued operations
Total assets
Interest income
Interest expense
Noncash items:

Depreciation and amortization
Pension income (expense)

Income tax provision
Capital expenditures
Net property

2013

Sales to external customers
Intercompany sales
Net income:
Continuing operations
Discontinued operations
Total assets
Interest income
Interest expense
Noncash items:

Depreciation and amortization
Pension expense
Income tax provision
Capital expenditures
Net property

2012

Sales to external customers
Intercompany sales
Net income:
Continuing operations
Discontinued operations
Total assets
Interest income
Interest expense
Noncash items:

Depreciation and amortization
Pension income (expense)

Income tax provision
Capital expenditures
Net property

North America

Europe

International

Reconciling
Items

Consolidated
Totals

547,739
116,795

321,618
113,914

264,528
18,449

— $

(249,158)

1,133,885
—

73,874
—
996,116
995
30

18,635
1,977
38,911
18,377
86,718

533,161
120,952

62,835
—
828,413
243
52

19,639
(4,765)
31,654
17,887
84,104

532,213
112,964

58,376
—
718,545
364
106

21,382
2,138
35,537
20,119
84,923

22,187
—
390,328
111
104

6,357
(6,234)
9,195
10,859
32,892

293,092
98,491

20,204
—
394,463
90
175

5,357
(6,328)
6,735
11,833
33,162

290,382
98,096

21,553
—
352,601
147
350

5,354
(4,700)
7,771
5,106
25,460

15,234
1,059
220,004
711
16

4,929
(579)
6,529
4,347
31,741

285,805
22,136

27,206
2,389
209,578
809
2

5,768
(1,268)
9,069
6,797
35,488

287,848
20,031

24,819
3,080
209,979
886
78

4,966
(1,111)
10,450
6,984
37,081

(23,848)
—
(341,656)
5
9,701

—
—
(13,591)
—
1

—
(241,579)

(24,387)
—
(198,184)
—
10,448

—
—
(12,313)
—
1

—
(231,091)

(17,191)
—
(169,379)
14
10,810

—
—
(12,357)
—
1

87,447
1,059
1,264,792
1,822
9,851

29,921
(4,836)
41,044
33,583
151,352

1,112,058
—

85,858
2,389
1,234,270
1,142
10,677

30,764
(12,361)
35,145
36,517
152,755

1,110,443
—

87,557
3,080
1,111,746
1,411
11,344

31,702
(3,673)
41,401
32,209
147,465

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

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

(In thousands)
United States
Germany
Other
Total

Geographic information on net property, based on country of origin:

(In thousands)
United States
Germany
China
Other
Total

2014

85,247
17,654
15,128
33,323
151,352

The percentage of total sales by product group were as follows:

2014

2013

2012

530,845
74,677
528,363
1,133,885

528,178
71,139
512,741
1,112,058

2013

82,274
16,882
16,010
37,589
152,755

527,550
74,557
508,336
1,110,443

2012

82,820
8,781
14,780
41,084
147,465

Fixed Gas and Flame Detection
Breathing Apparatus
Portable Gas Detection
Head Protection
Fall Protection
Other

Note 8—Earnings per Share

2014

2013

2012

23%
19%
15%
13%
4%
26%

22%
21%
14%
13%
4%
26%

20%
20%
13%
11%
4%
32%

Basic earnings per share is computed by dividing net income, after the deduction of preferred stock dividends and undistributed

earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.
Diluted earnings per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not
classified as participating securities. Participating securities are defined as unvested stock-based payment awards that contain
nonforfeitable rights to dividends.

(In thousands, except per share amounts)
Net income attributable to continuing operations
Preferred stock dividends
Income from continuing operations available to common equity
Dividends and undistributed earnings allocated to participating securities
Income from continuing operations available to common shareholders

Net income attributable to discontinued operations
Preferred stock dividends
Income from discontinued operations available to common equity
Dividends and undistributed earnings allocated to participating securities
Income from discontinued operations available to common shareholders

Basic weighted-average shares outstanding
Stock options and other stock compensation
Diluted weighted-average shares outstanding
Antidilutive stock options

Earnings per share attributable to continuing operations:
Basic
Diluted

Earnings per share attributable to discontinued operations:
Basic
Diluted

2014

2013

2012

87,447
(41)
87,406
(546)
86,860

1,059
(1)
1,058
(7)
1,051

37,138
590
37,728
—

$2.34
$2.30

$0.03
$0.03

85,858
(41)
85,817
(643)
85,174

2,389
(1)
2,388
(18)
2,370

36,868
582
37,450
15

$2.31
$2.28

$0.06
$0.06

87,557
(41)
87,516
(836)
86,680

3,080
(1)
3,079
(29)
3,050

36,564
478
37,042
744

$2.37
$2.34

$0.08
$0.08

Note 9—Income Taxes

(In thousands)
Components of income before income taxes*
U.S. income
Non-U.S. income
Income before income taxes
Provision for income taxes*
Current

Federal
State
Non-U.S.
Total current provision

Deferred

Federal
State
Non-U.S.
Total deferred provision

Provision for income taxes

2014

2013

2012

58,209
68,986
127,195

23,659
1,349
21,101
46,109

(3,650)
317
(1,732)
(5,065)
41,044

48,621
71,512
120,133

18,656
1,492
18,453
38,601

(3,582)
(483)
609
(3,456)
35,145

67,043
62,300
129,343

18,774
2,556
19,438
40,768

(518)
(125)
1,276
633
41,401

*The components of income before income taxes and the provision for income taxes relate to continuing operations.

Included in discontinued operations is tax expense of $0.6 million in 2014, $1.4 million in 2013 and $1.1 million in 2012.

Cash flows from operations in the Consolidated Statement of Cash Flows include a deferred income tax (benefit) provision from

discontinued operations of $(0.3) million, $0.2 million and $(0.4) million in 2014, 2013 and 2012, respectively.

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

U.S. federal income tax rate
State income taxes—U.S.
Taxes on non-U.S. income
Research and development credit
Manufacturing deduction credit
Valuation allowances
Other
Effective income tax rate

2014

2013

2012

35.0%
0.8
(2.2)
(0.7)
(1.0)
(0.6)
1.0
32.3%

35.0%
0.6
(4.5)
(1.5)
(1.1)
0.5
0.3
29.3%

35.0%
1.2
(1.0)
—
(2.0)
(0.2)
(1.0)
32.0%

Components of deferred tax assets and liabilities:

(In thousands)
Deferred tax assets

Book expenses capitalized for tax
Post-retirement benefits
Inventory reserves
Vacation allowances
Net operating losses and tax credit carryforwards
Post employment benefits
Foreign tax credit carryforwards
Stock options
Liability insurance
Basis of capital assets
Warranties
Reserve for doubtful accounts
Accrued payroll
Other
Total deferred tax assets
Valuation allowances
Net deferred tax assets

Deferred tax liabilities

Property, plant and equipment
Pension
Intangibles
Other
Total deferred tax liabilities

Net deferred taxes

December 31,

2014

2013

6,336
23,335
3,147
932
7,479
2,382
11,231
10,157
3,918
1,009
3,210
1,948
4,319
5,801
85,204
(3,763)
81,441

(9,269)
(22,195)
(30,180)
(2,045)
(63,689)
17,752

7,204
18,027
5,550
1,036
6,711
757
2,227
10,185
3,686
891
3,049
1,569
2,475
6,838
70,205
(4,938)
65,267

(8,935)
(40,833)
(25,212)
(2,455)
(77,435)
(12,168)

At December 31, 2014, we had net operating loss carryforwards of approximately $28.4 million, all of which are in non-U.S. tax

jurisdictions. Net operating loss carryforwards of $1.6 million will expire in 2016, which are offset by valuation allowances. The
remainder either have a valuation allowance or may be carried forward for a period of at least seven years.

No deferred U.S. income taxes have been provided on undistributed earnings of non-U.S. subsidiaries, which amounted to
$334.7 million as of December 31, 2014. These earnings are considered to be reinvested for an indefinite period of time. Because we
currently do not have any plans to repatriate these funds, we cannot determine the impact of local taxes, withholding taxes and foreign
tax credits associated with the future repatriation of such earnings and, therefore, cannot reasonably estimate the associated tax
liability. In cases where we intend to repatriate a portion of the undistributed earnings of our foreign subsidiaries, we provide U.S.
income taxes on such earnings.

A reconciliation of the change in the tax liability for unrecognized tax benefits for the years ended December 31, 2014 and 2013

is as follows:

(In thousands)
Beginning balance
Adjustments for tax positions related to the current year
Adjustments for tax positions related to prior years
Statute expiration
Ending balance

2014

2013

5,888
4,072
3
(106)
9,857

9,520
(3,628)
97
(101)
5,888

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 $5.2 million and $5.1 million at December 31, 2014 and 2013, respectively.

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Our liability

for accrued interest and penalties related to uncertain tax positions was $0.5 million at December 31, 2013. During 2014, we increased
interest related to uncertain tax positions by $0.3 million. Our liability for accrued interest and penalties related to uncertain tax
positions was $0.8 million at December 31, 2014.

We file a U.S. federal income tax return along with various state and foreign income tax returns. Examinations of our U.S.
federal returns have been completed through 2010, with the 2010 tax year closed by statute. Various state and foreign income tax
returns may be subject to tax audits for periods after 2008.

Note 10—Stock Plans

The 2008 Management Equity Incentive Plan provides for various forms of stock-based compensation for eligible key

employees through May 2018. Management stock-based compensation includes stock options, restricted stock and performance stock
units. The 2008 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-
employee directors through May 2018. Stock options are granted at market prices and expire after ten years. Stock options are
exercisable beginning three years after the grant date. Restricted stock is granted without payment to the company and generally vests
three years after the grant date. Restricted stock is valued at the market value of the stock on the grant date. Performance stock units
with a market condition are valued at an estimated fair value using the Monte Carlo model. The final number of shares to be issued for
performance stock units may range from zero to 200% of the target award based on achieving the specified performance targets over
the performance period. In general, unvested stock options, restricted stock and performance stock units are forfeited if the
participant’s employment with the company terminates for any reason other than retirement, death or disability. We issue Treasury
shares for stock option exercises and grants of restricted stock and performance stock. Please refer to Note 6 for further information
regarding stock compensation share issuance. As of December 31, 2014, there were 1,441,276 and 170,766 shares, respectively,
reserved for future grants under the management and non-employee directors’ equity incentive plans.

Stock-based compensation expense was as follows:

(In thousands)
Restricted stock

Stock options

Performance stock

Total compensation expense before income taxes

Income tax benefit

Total compensation expense, net of income tax benefit

2014

2013

2012

4,026

4,129

2,355

2,672

9,053

3,293

5,760

2,825

3,383

10,337

3,810

6,527

4,744

2,435

2,831

10,010

3,700

6,310

We did not capitalize any stock-based compensation expense in 2014, 2013, or 2012.

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 2014, 2013 and 2012.

Fair value per option

Risk-free interest rate

Expected dividend yield

Expected volatility

Expected life (years)

2014

2013

2012

17.26

14.17

10.77

2.1%

2.4%

41%

6.6

1.2%

2.8%

39%

6.1

1.2%

3.1%

41%

6.1

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 1 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:

Outstanding January 1, 2012

Granted

Exercised

Expired

Forfeited

Outstanding December 31, 2012

Granted

Exercised

Outstanding December 31, 2013

Granted

Exercised

Expired

Forfeited

Outstanding December 31, 2014

1,818,640

196,469
(223,022)
(5,093)
(2,334)
1,784,660

188,407
(277,687)
1,695,380

138,519
(190,743)
(1,071)
(23,524)
1,618,561

Weighted
Average
Exercise Price

Exercisable at
Year-end

30.94

37.33

18.93

43.33

36.69

33.05

49.03

34.72

34.55

51.69

36.31

45.68

38.82

35.74

1,100,300

1,178,657

1,147,712

For various exercise price ranges, characteristics of outstanding and exercisable stock options at December 31, 2014 were as

follows:

Range of Exercise Prices
$17.83 – $29.33

$33.55 – $40.88

$41.26 – $51.69

$17.83 – $51.69

Range of Exercise Prices
$17.83 – $29.33

$33.55 – $40.88

$41.26 – $48.95

$17.83 – $48.95

Stock Options Outstanding

Weighted-Average

Exercise Price

Remaining Life

541,669

507,688

569,204

1,618,561

21.71

37.14

47.83

35.74

4.6 years

4.7

6.1

5.2

Stock Options Exercisable

Weighted-Average

Exercise Price

Remaining Life

541,669

360,801
245,242

1,147,712

21.71

37.33
45.17

31.63

4.6 years

3.7
3.0

4.0

Cash received from the exercise of stock options was $6.9 million, $9.6 million and $4.3 million for the years ended

December 31, 2014, 2013 and 2012, respectively. The tax benefit we realized from these exercises was $1.0 million, $0.5 million and
$1.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The aggregate intrinsic value of stock options exercisable at December 31, 2014 was $25.0 million. The aggregate intrinsic

value of all stock options outstanding at December 31, 2014 was $28.1 million.

A summary of restricted stock activity follows:

Unvested at January 1, 2012

Granted

Vested

Forfeited

Unvested at December 31, 2012

Granted

Vested

Forfeited

Unvested at December 31, 2013

Granted

Vested

Forfeited

Unvested at December 31, 2014

A summary of performance stock unit activity follows:

Unvested at January 1, 2012

Granted

Vested

Performance adjustments

Forfeited

Unvested at December 31, 2012

Granted

Vested

Performance adjustments

Unvested at December 31, 2013

Granted

Vested

Performance adjustments

Forfeited

Unvested at December 31, 2014

512,254

130,985
(209,897)
(15,499)
417,843

92,448
(197,465)
(9,407)
303,419

83,543
(108,245)
(9,974)
268,743

125,443

54,928
(47,706)
5,679
(672)
137,672

53,357
(45,809)
4,169

149,389

46,242
(91,696)
41,428
(1,402)
143,961

Weighted Average
Grant Date
Fair Value

25.66

37.61

20.44

28.37

31.92

48.98

27.42

40.23

39.79

51.91

34.94

44.42

45.34

Weighted Average
Grant Date
Fair Value

25.27

41.33

18.23

26.39

41.45

35.85

57.58

26.08

25.84

46.32

57.42

39.19
39.42

48.85

52.42

The 2014 performance adjustments above relate to the final number of shares issued for the 2011 Management Performance
Units, which were 200% of the target award based on Total Shareholder Return during the three year performance period, and vested
in the first quarter of 2014.

During the years ended December 31, 2014, 2013 and 2012, the total intrinsic value of stock options exercised (the difference
between the market price on the date of exercise and the option price paid to exercise the option) was $3.7 million, $4.0 million and
$4.4 million, respectively. The fair values of restricted stock vested during the years ended December 31, 2014, 2013 and 2012 were
$5.8 million, $9.7 million and $8.0 million, respectively. The fair value of performance stock units vested during the year ended
December 31, 2014 was $4.7 million.

On December 31, 2014, there was $5.2 million of unrecognized stock-based compensation expense. The weighted average

period over which this expense is expected to be recognized was approximately one year.

Note 11—Short and Long-Term Debt

Short-Term Debt

Short-term borrowings with banks, which excludes the current portion of long-term debt, was $0.1 million and $0.8 million at

December 31, 2014 and 2013, respectively. The average month-end balance of total short-term borrowings during 2014 was $0.1
million. The maximum month-end balance of $0.6 million occurred in January, 2014. The weighted average interest rates on short-
term borrowings were 14% and 7% at December 31, 2014 and December 31, 2013, respectively.

Long-Term Debt

(In thousands)
Industrial development debt issues payable through 2022, 0.30%

2006 Senior notes payable through 2021, 5.41%

2010 Senior notes payable through 2021, 4.00%

Senior revolving credit facility maturing in 2019

Total

Amounts due within one year

Long-term debt

December 31,

2014

2013

— $

46,667

100,000

105,000

251,667

6,667

245,000

4,000

53,334

100,000

110,000

267,334

6,667

260,667

The Company completed a legal Reorganization on March 7, 2014. The Company's existing debt agreements, including its
senior revolving credit facility and note purchase agreements were revised to reflect the changes in the Company's legal structure.

In connection with the legal Reorganization, the Company amended its unsecured senior revolving credit facility and extended

the term of the facility until March 2019. This facility provides for borrowings of up to $300.0 million with sub-limits for the issuance
of letters of credit, swingline borrowings and foreign currency denominated borrowings; and may be used for general corporate
purposes, including working capital, permitted acquisitions, capital expenditures and repayment of existing indebtedness. The credit
agreement also allows the Company to request increases in the aggregate commitments of the lenders of up to an additional $150.0
million. Loans under the revolving facility will bear interest, at a variable rate based on LIBOR or the federal funds rate, at the
Company's option. Interest rates remained at 1.16% in 2014. At December 31, 2014, $193.0 million of the $300.0 million senior
revolving credit facility was unused including letters of credit.

The Company also amended its $175.0 million senior unsecured shelf facility with a note holder. Under this agreement, the

Company may request the note holder to purchase additional senior notes from time to time prior to March 7, 2017. The Company
would be required to pay the note holder an issuance fee in addition to fees defined in the note purchase agreement upon issuance of
additional senior notes.

Effective June 2, 2014, The Company entered into an additional $100.0 million note facility with a note holder. Under this
agreement, the Company may issue senior notes to the note holder from time to time prior to June 2, 2017. The Company would be
required to pay fees defined in the master note agreement upon issuance of senior notes.

The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2014 totaling $6.5

million, of which $2.8 million relate to the senior revolving credit facility. These letters of credit serve to cover customer requirements
in connection with certain sales orders, insurance companies. No amounts were drawn on these arrangements at December 31, 2014.
The Company is also required to provide cash collateral in connection with certain arrangements. At December 31, 2014, the
Company has $2.7 million of restricted cash in support of these arrangements.

Approximate maturities on our long-term debt over the next five years are $6.7 million in 2015, $6.7 million in 2016, $26.7
million in 2017, $26.7 million in 2018, $131.7 million in 2019, and $53.2 million thereafter. The revolving credit facility and note
purchase agreements require the Company to comply with specified financial covenants. In addition, the credit facility and the note
purchase agreements contain negative covenants limiting the ability of the Company and its subsidiaries to enter into specified
transactions. We were in compliance with all of our debt covenants at December 31, 2014.

In January 2014 the Company determined that it was in technical violation of one loan covenant related to the threshold for
priority indebtedness in its 2006 Senior Note Purchase Agreement dated December 20, 2006 which resulted in cross default violations
in two other loan agreements. The Company obtained the appropriate waivers from its lenders which were fully executed on February
12, 2014. The underlying financial covenants of the Note Purchase Agreement were amended at the same time. We are currently in
compliance with all of our debt covenants.

The Company redeemed the $4.0 million of industrial development debt on February 28, 2014.

Note 12—Goodwill and Intangible Assets

Changes in goodwill during the years ended December 31, 2014 and 2013 were as follows:

(In thousands)
Net balance at January 1
Currency translation
Net balance at December 31

2014

2013

260,134
(7,614)
252,520

258,400
1,734
260,134

At December 31, 2014, goodwill of $196.5 million, $53.9 million and $2.1 million related to the North American, European

and International reporting segments, respectively.

Changes in intangible assets, net of accumulated amortization, during the years ended December 31, 2014 and 2013 were as

follows:

(In thousands)
Net balance at January 1

Additions

Amortization expense

Currency translation

Net balance at December 31

2014

2013

35,029

500
(2,979)
(1,227)
31,323

38,648

—

(3,708)

35,029

(In thousands)

December 31, 2014

December 31, 2013

Intangible Assets:
Distribution agreements

Patents, trademarks and copyrights

Technology related assets

License agreements

Other

Gross
Carrying
Amount

Life

10-20 years $

5-20 years
7-10 years

10 years

5-20 years

27.5

13.5
11.5

6.8

7.0

66.3

Accumulated
Amortization
and Reserves
$

(6.5) $

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization
and Reserves
$

(5.5) $

Net
Carrying
Amount

(8.6)
(6.6)
(6.7)
(6.6)
(35.0)

21.0

4.9
4.9

0.1

0.4

31.3

27.6

14.3

11.0

7.1

7.0
67.0

(8.8)
(4.7)
(7.0)
(6.0)
(32.0)

22.1

5.5
6.3

0.1

1.0

35.0

Intangible asset amortization expense over the next five years is expected to be approximately $3.8 million in 2015, $3.6

million in 2016, $3.2 million in 2017, $1.9 million in 2018, and $1.9 million in 2019.

Note 13—Pensions and Other Post-retirement 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.

Information pertaining to defined benefit pension plans and other post-retirement benefits plans is provided in the following

table:

(In thousands)
Change in Benefit Obligations

Benefit obligations at January 1

Service cost

Interest cost

Participant contributions

Plan amendments

Actuarial losses (gains)

Benefits paid

Settlements

Currency translation

Benefit obligations at December 31

Change in Plan Assets

Fair value of plan assets at January 1

Actual return on plan assets

Employer contributions

Participant contributions

Settlements

Benefits paid

Reimbursement of German benefits

Currency translation

Fair value of plan assets at December 31

Funded Status

Funded status at December 31

Unrecognized transition losses

Unrecognized prior service cost (credit)

Unrecognized net actuarial losses

Net amount recognized

Amounts Recognized in the Balance Sheet

Noncurrent assets

Current liabilities

Noncurrent liabilities

Net amount recognized

Amounts Recognized in Accumulated Other Comprehensive Loss

Net actuarial losses

Prior service cost (credit)

Unrecognized net initial obligation

Total (before tax effects)

Accumulated Benefit Obligations for all Defined Benefit Plans

Pension Benefits

Other Benefits

2014

2013

2014

2013

440,359

463,806

26,732

30,551

9,425

19,340

130
(302)
88,069
(19,193)
(717)
(17,917)
519,194

11,132

17,934

136
(239)
(34,248)
(19,232)
(1,474)
2,544

440,359

434,569

384,452

30,209

4,077

130
(717)
(16,507)
(2,686)
(3,776)
445,299

(73,895)
16

192,692

118,823

67,391

4,053

136
(1,474)
(16,316)
(2,916)
(757)
434,569

(5,790)
21

374

116,945

111,550

75,017
(5,380)
(143,532)
(73,895)

121,054
(5,518)
(121,326)
(5,790)

192,692

116,945

192,718

479,764

374

117,340

403,682

538

1,107

259

—
(200)
(1,585)
—

—

26,851

—

1,326

259

—
(1,585)
—

—

(26,851)
—
(1,858)
6,450
(22,259)

—
(1,457)
(25,394)
(26,851)

6,450
(1,858)
—

4,592

—

687

1,050

144

—

(4,107)

(1,593)

—

26,732

—

1,449

144

—

(1,593)

—

(26,732)

—

(2,193)

6,832

(22,093)

—

(1,695)

(25,037)

(26,732)

6,832

(2,193)

—

4,639

—

(In thousands)
Components of Net Periodic Benefit Cost

Service cost

Interest cost

Expected return on plan assets

Amortization of transition amounts

Amortization of prior service cost (credit)

Recognized net actuarial losses

Settlement loss

Termination benefits

Net periodic benefit cost

Pension Benefits

Other Benefits

2014

2013

2012

2014

2013

2012

9,425

11,132

9,511

538

687

19,340

(32,944)

17,934
(30,884)
3

102

8,639

13,323

290

—

658

—

4,836

12,268

19,018
(32,328)
2

101

6,235

747

387

3,673

1,107

1,050

—

—
(335)
182

—

—
(424)
552

—

694

1,265

—

(454)

529

—

1,492

1,865

2,034

Amounts included in accumulated other comprehensive income expected to be recognized in 2015 net periodic benefit

costs.

(In thousands)
Loss recognition

Prior service cost (credit) recognition

Transition obligation recognition

Assumptions used to determine benefit obligations

Average discount rate

Rate of compensation increase

Assumptions used to determine net periodic benefit cost

Average discount rate

Expected return on plan assets

Rate of compensation increase

Pension Benefits

Other Benefits

15,937

320

(335)

—

Pension Benefits

Other Benefits

2014

2013

2014

2013

3.63%

3.03%

4.54%

8.20%

3.06%

4.54%

3.06%

3.96%

8.15%

3.81%

3.85%

—

4.62%

—

4.62%

3.75%

—

Discount rates were determined using various corporate bond indexes as indicators of interest rate levels and movements

and by matching our projected benefit obligation payment stream to current yields on high quality bonds.

The expected return on assets for the 2014 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.

Equity securities

Fixed income securities

Pooled investment funds

Insurance contracts

Cash and cash equivalents
Total

Pension Plan Assets at
December 31,

2014

2013

65%

100%

71%

100%

The overall objective of our pension investment strategy is to earn a rate of return over time to satisfy the benefit obligations

of the pension plans and to maintain sufficient liquidity to pay benefits and meet other cash requirements of our pension funds.
Investment policies for our primary U.S. pension plan 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. For our non-U.S. pension plans, our investment
objective is generally met through the use of pooled investment funds and insurance contracts.

The following table summarizes our pension plan assets measured at fair value on a recurring basis by fair value hierarchy

level (See Note 17):

(In thousands)
Equity securities

Fixed income securities

Pooled investment funds

Insurance contracts

Cash and cash equivalents

Total

(In thousands)
Equity securities

Fixed income securities

Pooled investment funds

Insurance contracts

Cash and cash equivalents

Total

December 31, 2014

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total
Fair
Value

233,156

54,614

41,447

—
—

5,225

279,828

72,412

22,623
—

—

149,649

248

505

—
15,069

—

15,822

288,018

114,364

22,623
15,069

5,225

445,299

December 31, 2013

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total
Fair
Value

307,486

— $

428

307,914

36,749

—

6,067

350,302

47,545

22,430

—

69,975

—

13,512

352

14,292

84,294

22,430

13,512

6,419

434,569

Equity securities consist primarily of publicly traded U.S. and non-U.S. common stocks. Equities are valued at closing

prices reported on the listing stock exchange.

Fixed income securities consist primarily of U.S. government and agency bonds and U.S. corporate bonds. Fixed income

securities are valued at closing prices reported in active markets or based on yields currently available on comparable securities of
issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a
discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, and may include
adjustments, for certain risks that may not be observable, such as credit and liquidity risks.

Pooled investment funds consist of mutual and collective investment funds that invest primarily in publicly traded non-U.S.

equity and fixed income securities. Pooled investment funds are valued at net asset values calculated by the fund manager based
on fair value of the underlying securities. The underlying securities are generally valued at closing prices reported in active
markets, quoted prices of similar securities, or discounted cash flows approach that maximizes observable inputs such as current
value measurement at the reporting date.

Insurance contracts are valued in accordance with the terms of the applicable collective pension contract.

Cash equivalents consist primarily of money market and similar temporary investment funds. Cash equivalents are valued at

closing prices reported in active markets.

The preceding methods may produce fair value measurements that are not indicative of net realizable value or reflective of

future fair values. Although we believe the valuation methods are appropriate and consistent with other market participants, the
use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a
different fair value measurement at the reporting date.

The following table presents a reconciliation of Level 3 assets:

(In thousands)
Balance January 1, 2013

Net realized and unrealized gains included in earnings

Net purchases, issuances and settlements

Transfers into Level 3

Balance December 31, 2013

Net realized and unrealized gains included in earnings

Net purchases, issuances and settlements

Transfers out of Level 3

Balance December 31, 2014

Insurance
Contracts

Other

12,254

1,074

173

13,512

1,345

212

—

15,069

—

428

352

780

(180)

505

(352)

753

We expect to make net contributions of $4.1 million to our pension plans in 2015.

For the 2014 beginning of the year measurement purposes (net periodic benefit expense), 7.0% increase in the costs of

covered health care benefits was assumed decreasing by 0.5% for each successive year to 4.5% in 2019 and thereafter. For the
2014 end of the year measurement purposes (benefit obligation), 7.0% increase in the costs of covered health care benefits was
assumed decreasing by 0.5% for each successive year to 4.5% in 2020 and thereafter. A one-percentage-point change in assumed
health care cost trend rates would have increased or decreased the other post-retirement benefit obligations and current year plan
expense by approximately $1.6 million and $1.4 million, respectively.

Expense for defined contribution pension plans was $6.5 million in 2014, $5.8 million in 2013 and $5.9 million in 2012.

Estimated pension benefits to be paid under our defined benefit pension plans during the next five years are $20.6 million in

2015, $20.9 million in 2016, $21.8 million in 2017, $22.7 million in 2018, $23.2 million in 2019, and are expected to aggregate
$134.3 million for the five years thereafter. Estimated other post-retirement benefits to be paid during the next 5 years are $1.5
million in 2015, $1.6 million in 2016, $1.8 million in 2017, $2.0 million in 2018, $2.1 million in 2019, and are expected to
aggregate $10.3 million for the five years thereafter.

Note 14—Other Income (Loss), Net

(In thousands)
Interest income

Gain on asset dispositions, net

Land impairment loss

Escrow settlement

Intangible asset impairment loss

Other, net

Total

2014

2013

2012

1,822

1,142

2,094
(50)
—

—
(1,101)
2,765

436
(1,557)
—

—
(196)
(175)

1,411

8,396

—

4,790

(4,272)

551

10,876

During the year ended December 31, 2014, we recognized a $2.2 million gain on the sale of detector tube assets. See Note

19 for further information.

During the year ended December 31, 2013, impairment charges were taken on land not used in operations.

During the year ended December 31, 2012, we settled an escrow claim for indemnification with the sellers of General

Monitors. Under the terms of the settlement, we received $4.8 million in December 2012. The settlement proceeds have been
recognized in other income because the settlement occurred after the business combination measurement period ended. The
escrow agreement has now expired and the remaining escrow account balance was released to the sellers. In addition, we
recognized gains on the sale of assets totaling $8.4 million in 2012. These gains were primarily related to property sales in our
Cranberry Woods office park. We also recognized a $4.3 million intangible asset impairment loss in 2012 when we discontinued
our firefighter location development project.

Note 15—Leases

We lease office space, manufacturing and warehouse facilities, automobiles and other equipment under operating lease

arrangements. Rent expense was $11.7 million in 2014, $12.9 million in 2013 and $12.5 million in 2012. Minimum rent commitments
under noncancellable leases are $10.1 million in 2015, $8.9 million in 2016, $7.8 million in 2017, $6.9 million in 2018, $6.1 million in
2019 and $14.6 million thereafter.

Note 16—Derivative Financial Instruments

As part of our currency exchange rate risk management strategy, we enter into certain derivative foreign currency forward
contracts that do not meet the U.S. GAAP criteria for hedge accounting, 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 gains or
losses in currency exchange losses (gains) in the consolidated statement of income. At December 31, 2014, the notional amount of
open forward contracts was $60.9 million and the unrealized loss on these contracts was $0.4 million. All open forward contracts will
mature during the first quarter of 2015.

The following table presents the balance sheet location and fair value of assets and liabilities associated with derivative financial

instruments.

(In thousands)
Derivatives not designated as hedging instruments:

December 31,

2014

2013

Foreign exchange contracts - prepaid expenses and other current assets

(395) $

1,308

The following table presents the income statement location and impact of derivative financial instruments:

(In thousands)
Derivatives not designated as hedging instruments:

Income Statement
Location

Loss (Gain)
Recognized in Income

Year ended
December 31,

2014

2013

Foreign exchange contracts

Currency exchange loss (gains), net $

2,002

(755)

Note 17—Fair Value Measurements

Fair value is defined 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. 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 are:

Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or

indirectly.

Level 3—Unobservable inputs for the asset or liability.

The valuation methodologies we used to measure financial assets and liabilities were limited to the pension plan assets described

in Note 13 and the derivative financial instruments described in Note 16. See Note 13 for the fair value hierarchy classification of
pension plan assets. We estimate the fair value of the derivative financial instruments, consisting of 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 the derivative financial instruments are classified within Level 2 of
the fair value hierarchy.

With the exception of fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and

liabilities approximate their fair values. At December 31, 2014, the reported carrying amount of our fixed rate long-term debt
(including the current portion) was $146.7 million and the fair value was $153.4 million. The fair value of our long-term debt was
determined using cash flow valuation models to estimate the market value of similar transactions as of December 31, 2014. The fair
value of this debt was determined using Level 3 inputs as described above.

Note 18—Contingencies

Product Liability

Cumulative trauma product liability claims involve exposures to harmful substances (e.g., silica, asbestos and coal dust) that

A summary of cumulative trauma product liability lawsuit activity follows:

Open lawsuits, January 1
New lawsuits
Settled and dismissed lawsuits
Open lawsuits, December 31

2014

2013

2012

2,840
542
(1,056)
2,326

2,609
489
(258)
2,840

2,321
750
(462)
2,609

More than half of the open lawsuits at December 31, 2014 have had a de minimis level of activity over the last 5 years. It is

possible that these cases could become active again at any point due to changes in circumstances.

Cumulative trauma product liability litigation has been difficult to predict. In our experience, until late in a lawsuit, we cannot

reasonably determine whether it is probable that any of MSA LLC's cumulative trauma lawsuits will ultimately result in a liability.
This uncertainty is caused by many factors, including the following: cumulative trauma complaints generally do not provide
information sufficient to determine if a loss is probable; cumulative trauma litigation is inherently unpredictable; and information is
often insufficient to determine if a lawsuit will develop into an actively litigated case. Even when a case is actively litigated, it is often
difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit. Moreover, even once it is probable
that such a lawsuit will result in a loss, it is often difficult to reasonably estimate the amount of actual loss that will be incurred. These
amounts are highly variable and turn on a case-by-case analysis of the relevant facts, which are often not learned until late in the
lawsuit. Consequently, MSA LLC has historically been unable to estimate its cumulative trauma product liability exposure.

As part of the company's ongoing assessment of the ability to estimate MSA LLC's cumulative trauma product liability exposure

After extensive review by the valuation consultant, MSA LLC and its outside counsel, it was determined that MSA LLC cannot
estimate its liability for cumulative trauma product liability claims. This is a result of numerous factors, including annual claims levels
and indemnity payments that are highly variable and a lack of consistency in the source of the claims. MSA LLC will continue to
regularly evaluate its ability to estimate its cumulative trauma product liability exposure.

During the 2014 fourth quarter and into January 2015, MSA LLC settled a number of cumulative trauma cases for $71.8 million,

Insurance Receivable

In the normal course of business, we make payments to settle product liability claims and for related defense costs. We record

Various factors could affect the timing and amount of recovery of the insurance receivable, 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.

A summary of insurance receivable balances and activity related to cumulative trauma product liability losses follows:

(In millions)
Balance January 1
Additions
Collections and settlements
Balance December 31

2014

2013

2012

124.8
98.2
(2.5)
220.5

130.0
34.0
(39.2)
124.8

112.1
29.7
(11.8)
130.0

Additions to insurance receivables in the above table represent insured cumulative trauma product liability losses and related

defense costs. Uninsured cumulative trauma product liability losses during the year ended December 31, 2014, 2013, and 2012 were
$3.9 million, $1.7 million and $2.1 million, respectively. Collections primarily represent agreements with insurance companies to pay
amounts due that are applicable to cumulative trauma claims. In cases where the payment stream covers multiple years, the present
value of the payments is recorded as a note receivable (current and long-term) in the balance sheet within prepaid expenses and other
current assets and other noncurrent assets.

MSA LLC believes that the increase in its insurance receivable balance that it has experienced since 2005 is primarily due to

disagreements among its insurance carriers, and consequently with MSA LLC, as to when the individual obligations of insurance
carriers to pay are triggered and the amount of each insurer’s obligation, as compared to other insurers. MSA LLC believes that its
insurers do not contest that they have issued policies to our subsidiaries or that these policies cover cumulative trauma product liability
claims. We believe that successful resolution of insurance litigation with various insurance carriers in recent years demonstrates that
we have strong legal positions concerning MSA LLC's rights to coverage.

The collectability of MSA LLC's insurance receivables is regularly evaluated and the amounts recorded are probable of

Although it is impossible to predict the ultimate outcome of current open claims, based on current information, our experience in

Insurance Litigation

MSA LLC is currently involved in insurance coverage litigation with a number of our insurance carriers regarding its

Occurrence-Based Policies.

In 2010, North River sued MSA LLC (as Mine Safety Appliances Company) in the Court of Common Pleas of Allegheny

MSA LLC has resolved claims against certain of its insurance carriers on some of their policies, including the Occurrence-
Based Policies through negotiated settlements. When a settlement is reached, MSA LLC dismisses the settling carrier from relevant
above noted lawsuit(s). Assuming satisfactory resolution, once disputes are resolved with each of the remaining carriers responsible
for the Occurrence-Based Policies, MSA LLC anticipates having commitments to provide future payment streams which should be
sufficient to satisfy its recorded receivables due from insurance carriers. In addition, MSA LLC likely will retain some coverage
through coverage-in-place agreements, although that coverage may not be immediately accessible. When these insurance coverage
matters are fully resolved, MSA LLC (and its coverage-in-place carriers, where applicable) will be responsible for expenses related to
cumulative trauma product liability claims.

Note 19—Assets Held for Sale and Discontinued Operations

Assets Held for Sale - In September 2013, we entered into an agreement to sell our detector tube assets. The transaction closed

in January 2014. In addition to the asset sale agreement, we entered into transitional manufacturing and sales agreements with the
buyer. Under the terms of the transitional agreements, we continued to manufacture and sell detector tubes on behalf of the buyer until
mid-2014. We recognized a gain of $2.2 million on the transaction in 2014 and have collected all proceeds associated with the
transaction at December 31, 2014.

Discontinued Operations - The Company is actively negotiating the sale of substantially all of the assets and liabilities of its

South African personal protective equipment distribution business and its Zambian operations with a potential acquirer. Management
has deemed it probable that the sale of these assets and liabilities will close in 2015. The operations of this business qualify as a
component of an entity under FASB ASC 205-20 "Presentation of Financial Statements - Discontinued Operations", and thus the
operations have been reclassified as discontinued operations and prior periods have been reclassified to conform to this presentation.
Management does not believe the assets associated with the South African distribution business or the Zambian operations are
impaired at December 31, 2014.

Summarized financial information for discontinued operations is as follows:

(In thousands)
Discontinued Operations

Net sales

Other income, net

Cost and expenses:

Cost of products sold

Selling, general and administrative

Interest expense

Currency exchange (gains), net

Income from discontinued operations before income taxes

Provision for income taxes

Income from discontinued operations, net of tax

Year ended December 31,

2014

2013

2012

47,516

52,692

660

38,259

41,181

7,650

—
(116)
2,383

607

1,776

7,389

—
(325)
4,487

1,426

3,061

58,461

115

45,277

8,376

(41)

4,947

1,128

3,819

The following assets and liabilities are included in the balance sheet line items noted below and are included in the International

Segment detail in Note 7.

(In thousands)
Discontinued Operations assets and liabilities

December 31,

2014

2013

Trade receivables, less allowance for doubtful accounts

6,638

Inventories

Net property

Other assets
Total assets

Accounts payable

Accrued and other liabilities
Total liabilities

Net assets

11,829

342

2,022

20,831

5,263

991

6,254

14,577

7,452

11,359

317

1,326

20,454

5,447

930

6,377

14,077

The following summary provides financial information for discontinued operations related to net loss (income) related to

noncontrolling interests:

(In thousands)
Net loss (income) attributable to noncontrolling interests

Loss (income) from continuing operations

(Income) from discontinued operations

Net loss (income)

Year ended December 31,

2014

2013

2012

1,296
(717)
579

870
(672)
198

(385)

(739)

(1,124)

Note 20—Quarterly Financial Information (Unaudited)

(In thousands, except earnings per share)
Continuing Operations:
Net sales
Gross profit
Net income attributable to MSA Safety Incorporated

2014

Quarters

1st

2nd

3rd

4th

Year

265,045
121,815
13,522

282,493
129,670
22,132

275,159
123,723
18,674

311,188
140,141
33,119

1,133,885
515,349
87,447

Earnings per share*
Basic
Diluted

0.37
0.36

0.59
0.58

0.50
0.49

0.88
0.87

Discontinued Operations:
Net sales
Gross profit
Net income attributable to MSA Safety Incorporated

10,060
2,363
504

10,589
2,134
356

14,645
2,638
631

12,222
2,122
(432)

Earnings (loss) per share*
Basic
Diluted

0.01
0.01

0.02
0.02

(0.01)
(0.01)

2.34
2.30

47,516
9,257
1,059

0.03
0.03

(In thousands, except earnings per share)
Continuing Operations:
Net sales
Gross profit
Net income attributable to MSA Safety Incorporated

2013

Quarters

1st

2nd

3rd

4th

Year

269,886
121,704
18,627

285,859
129,665
23,315

264,884
115,426
18,987

291,429
130,050
24,929

1,112,058
496,845
85,858

Earnings per share*
Basic
Diluted

0.50
0.49

0.63
0.62

0.51
0.51

0.67
0.66

Discontinued Operations:
Net sales
Gross profit
Net income attributable to MSA Safety Incorporated

13,353
3,078
659

13,836
3,215
734

13,361
2,790
514

12,142
2,428
482

Earnings per share*
Basic
Diluted

0.02
0.02

0.01
0.01

2.31
2.28

52,692
11,511
2,389

0.06
0.06

* Per share amounts are calculated independently for each period presented; therefore, the sum of the quarterly per share amounts may
not equal the per share amounts for the year.

Note 21—Subsequent Event

During January 2015, MSA LLC settled a number of cumulative trauma cases, the vast majority of which were insured. The
impact of these settlements has been reflected in MSA Safety Incorporated’s 2014 financial statements. See Note 18 for additional
details.

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 (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.

(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.

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

PART III

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

With respect to this Part III, 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, 2015. 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 website at
www.MSAsafety.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, 2014 concerning common stock issuable

under the Company’s equity compensation plans.

Plan Category
Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Total

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)

1,618,561

None

1,618,561

35.74

—

35.74

1,612,042*

None

1,612,042

*Includes 1,441,276 shares available for issuance under the 2008 Management Equity Incentive Plan and 170,766 shares available
for issuance under the 2008 Non-Employee Directors’ Equity Incentive Plan.

Item 15. Exhibits and Financial Statement Schedules

PART IV

(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.

Management's Report on Responsibility for Financial Reporting and Management's Report on Internal Control
Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income—three years ended December 31, 2014
Consolidated Statement of Comprehensive Income—three years ended December 31, 2014
Consolidated Balance Sheet—December 31, 2014 and 2013
Consolidated Statement of Cash Flows—three years ended December 31, 2014
Consolidated Statement of Changes in Retained Earnings and Accumulated Other Comprehensive Income—
three years ended December 31, 2014
Notes to Consolidated Financial Statements

Page

31
32
33
34
35
36

37
38

(a) 2. The following additional financial information for the three years ended December 31, 2014 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

Several of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities Exchange Act of

1934, as amended, as indicated next to the name of the exhibit. Several other instruments, which would otherwise be required to be
listed below, have not been so listed because those instruments do not authorize securities in an amount that exceeds 10% of the total
assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees to furnish a copy of any instrument that was
so omitted on that basis to the Commission upon request.

3(i)

3(ii)

4(a)

4(b)

4(c)

10(a)*

10(b)*

Amended and restated Articles of Incorporation, filed as Exhibit 3.1 to Form 8-K on March 7, 2014, is incorporated
herein by reference.

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.

Amended and Restated Note Purchase and Private Shelf Agreement dated March 7, 2014 by and among MSA Safety,
Incorporated, Mine Safety Appliances Company, LLC, and the Purchasers named therein, filed herewith.

Form of Amended and Restated Guarantee Agreement entered into as of March 7, 2014 by each of General Monitors,
Inc., General Monitors Transnational, LLC and MSA International, Inc., in favor of the Note Purchasers under the
Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 7, 2014, filed herewith.

Form of Guarantee Agreement entered into as of March 7, 2014 by each of MSA Worldwide, LLC, MSA Advanced
Detection, LLC, Mine Safety Appliances Company, LLC, MSA Safety Development, LLC, MSA Technology, LLC and
MSA Innovation, LLC. in favor of the Note Purchasers, under the Amended and Restated Note Purchase and Private Shelf
Agreement dated as of March 7, 2014, filed herewith.

MSA Safety Incorporated 2008 Management Equity Incentive Plan, as amended, filed as Exhibit 10.2 to Form 8-K on
March 7, 2014 is incorporated herein by reference.

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)*

10(d)*

10(e)*

10(f)*

10(g)*

10(h)*

10(i)*

10(j)

10(k)*

10(l)*

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.

Supplemental Pension Plan as amended and restated effective January 1, 2005, filed as Exhibit 10.3 to Form 10-Q on
November 27, 2013, is incorporated herein by reference.

2008 Non-Employee Directors’ Equity Incentive Plan, as amended through November 27, 2013, filed as Exhibit 10(e) to
Form 10-K on February 24, 2014, is incorporated herein by reference.

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.

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.

Supplemental Executive Retirement Plan, effective January 1, 2008, filed as Exhibit 10.2 to Form 10-Q on April 30, 2009,
is incorporated herein by reference.

Form of Change-in-Control Severance Agreement between the registrant and its executive officers, filed as Exhibit 10.1
to Form 10-Q on April 30, 2009, is incorporated herein by reference.

Trust Agreement, effective June 1, 1996, as amended through May 15, 2010, between the registrant and PNC Bank, N.A.
re the Mine Safety Appliances Company Stock Compensation Trust filed as Exhibit 10.1 to Form 10-Q on July 28, 2010,
is incorporated herein by reference.

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.

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.

10(m)*

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.

10(n)

10(o)

31.1

31.2

First Amended and Restated Credit Agreement dated as of March 7, 2014 by and among MSA Safety Incorporated, the
guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent for the
lenders, filed as Exhibit 10(a) to Form 10-Q on April 23, 2014, is incorporated herein by reference.

First Amended and Restated Guaranty and Suretyship Agreement dated March 7, 2014 from MSA Worldwide, LLC, Mine
Safety Appliances Company, LLC, MSA Advanced Detection, LLC, General Monitors Transnational, LLC, General
Monitors, Inc., MSA Safety Development, LLC, MSA Technology, LLC and MSA Innovation, LLC in favor of PNC
Bank, National Association, and the other lenders party to the First Amended and Restated Credit Agreement dated as of
March 7, 2014, filed as Exhibit 10(b) to Form 10-Q on April 23, 2014, is incorporated herein by reference.

Letter of PricewaterhouseCoopers LLP, dated November 24, 2014, regarding change in independent registered public
accounting firm, filed as of Exhibit 16.1 to Form 8-K filed on November 24, 2014, is incorporated herein by reference.

Affiliates of the registrant is filed herewith.

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm is filed herewith.

Certification of William M. Lambert pursuant to Rule 13a-14(a) is filed herewith.

Certification of Stacy P. McMahan pursuant to Rule 13a-14(a) is filed herewith.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.(S)1350 is filed herewith.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

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

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.

MSA SAFETY INCORPORATED

SIGNATURES

February 25, 2015

(Date)

/S/ WILLIAM M. LAMBERT

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 25, 2015

/S/ WILLIAM M. LAMBERT

William M. Lambert

Director; President and Chief Executive
Officer

/S/ STACY P. MCMAHAN

Stacy P. McMahan

Senior Vice President Finance; Principal
Financial and Accounting Officer

/S/ ROBERT A. BRUGGEWORTH

Director

Robert A. Bruggeworth

/S/ ALVARO GARCIA-TUNON

Director

Alvaro Garcia-Tunon

/S/ THOMAS B. HOTOPP

Director

Thomas B. Hotopp

/S/ DIANE M. PEARSE

Diane M. Pearse

Director

/S/ REBECCA B. ROBERTS

Director

Rebecca B. Roberts

/S/ L. EDWARD SHAW, JR.

Director

L. Edward Shaw, Jr.

/S/ THOMAS H. WITMER

Director

Thomas H. Witmer

February 25, 2015

MSA SAFETY INCORPORATED AND AFFILIATES

VALUATION AND QUALIFYING ACCOUNTS

THREE YEARS ENDED DECEMBER 31, 2014

SCHEDULE II

Allowance for doubtful accounts:

Balance at beginning of year

Additions—

Charged to costs and expenses

Deductions—

Deductions from reserves, net (1)(2)

Balance at end of year

Income tax valuation allowance:

Balance at beginning of year

Additions—

Charged to costs and expenses (3)

Deductions—

Deductions from reserves (3)

Balance at end of year

(1) Bad debts written off, net of recoveries.

2014

2013

2012

(In thousands)

7,306

7,402

7,043

1,249

763

1,289

734

7,821

859

7,306

930

7,402

4,938

3,961

2,777

—

977

1,184

1,175

3,763

—

4,938

—
3,961

(2) Activity for 2014, 2013 and 2012 includes currency translation gains (losses) of $(332), $(121) and $428, respectively.

(3) Activity for 2014, 2013 and 2012 includes currency translation gains (losses) of $(643), $242 and $97, respectively.

MSA SAFETY INCORPORATED

SUBSIDIARIES OF THE REGISTRANT

DECEMBER 31, 2014

EXHIBIT 21

Name
General Monitors, Inc.
Compañia MSA de Argentina S.A.
MSA (Aust.) Pty. Limited
MSA-Auer Vertriebs GmbH
MSA Belgium B.V.B.A
MSA do Brasil Equipamentos e instrumentos de Seguranca Ltda.
MSA Canada Inc.
MSA de Chile, Equipos de Seguridad Ltda.
MSA Suzhou Safety Equipment R&D Co., Ltd
MSA (Suzhou) Safety Equipment Research and Development Co., Ltd.
MSA International, Inc.
MSA Gallet SAS
MSA Technologies and Enterprise Services GmbH
MSA Production France SAS
MSA Prouktion Deutschland GmbH
MSA Europe Holdings GmbH
MSA Auer GmbH
MSA Technologies and Enterprise Services GmbH
MSA Safety Services GmbH
MSA Safety Hungary Ltd.
General Monitors Ireland Limited
MSA Italia S.R.L.
MSA Japan Ltd.
MSA Safety Malaysia Snd Bhd
MSA de Mexico, S.A. de C.V.
MSA Nederland, B.V.
MSA-Auer Polska Sp. z o.o.
MSA S.E. Asia Pte. Ltd.
Samsac Holdings (Pty.) Limited
MSA Spain, S.L.
Mine Safety Appliances, LLC
MSA Worldwide, LLC
MSA Advanced Detection, LLC
MSA Technology, LLC
MSA Innovation, LLC
MSA Safety Development, LLC

State or Other
Jurisdiction of
Incorporation
California
Argentina
Australia
Austria
Belgium
Brazil
Canada
Chile
China
China
Delaware
France
France
France
Germany
Germany
Germany
Germany
Germany
Hungary
Ireland
Italy
Japan
Malaysia
Mexico

Netherlands
Poland
Singapore
South Africa
Spain
Pennsylvania
Pennsylvania
Pennsylvania
Pennsylvania
Pennsylvania
Pennsylvania

The above-mentioned subsidiary companies are included in the consolidated financial statements of the registrant filed as
part of this annual report. The names of certain other subsidiaries, which considered in the aggregate as a single affiliate would
not constitute a significant subsidiary, have been omitted.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 33-43696,
333-51983, 333-121196, 333-157681, 333-157682, 333-174601 and 333-199880) of MSA Safety Incorporated of our report
dated February 25, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal
control over financial reporting, which appears in this Form 10-K.

EXHIBIT 23

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
February 25, 2015

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)

I, William M. Lambert, certify that:

1. I have reviewed this annual report on Form 10-K of MSA Safety Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

February 25, 2015

/s/ WILLIAM M. LAMBERT

William M. Lambert

Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)

I, Stacy P. McMahan, certify that: