MSAセーフティーの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)


Pennsylvania	1-15579	46-4914539
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


1000 Cranberry Woods Drive
Cranberry Township,	Pennsylvania	16066-5207
(Address of principal executive offices)		(Zip Code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	MSA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02			Results of Operations and Financial Condition

On August 4, 2025, the Company issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits

99.1 MSA Safety Incorporated Press Release dated August 4, 2025, announcing financial results for the quarter ended June 30, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



MSA SAFETY INCORPORATED
(Registrant)

By						/s/ Elyse L. Brody
						Elyse L. Brody
						Interim Chief Financial Officer

August 4, 2025

EXHIBIT INDEX

Exhibit No. Description

99.1 MSA Safety Incorporated Press Release dated August 4, 2025, announcing financial results for the quarter ended June 30, 2025.

EX-99.1 2 ex991-earningspressrelease.htm EX-99.1 Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FROM: MSA Safety Incorporated

Ticker: MSA (NYSE)

Media Relations Contact: Mark Deasy (412) 559-8154

Investor Relations Contact: Larry De Maria (917) 245-7463

MSA Safety Announces Second Quarter 2025 Results

Second Quarter 2025 Highlights

•Achieved quarterly net sales of $474 million, a 3% GAAP increase and flat organic(a) year-over-year

•Generated GAAP operating income of $86 million, or 18.1% of sales, and adjusted operating income of $101 million, or 21.4% of sales

•Recorded GAAP net income of $63 million, or $1.59 per diluted share, and adjusted earnings of $76 million, or $1.93 per diluted share

•Acquired M&C TechGroup, a leading manufacturer of gas analysis and process safety technologies, in a transaction valued at $188 million, net of cash acquired

•Repurchased $30 million of common stock, invested $29 million for capital expenditures, including a strategic footprint investment, and paid $21 million of dividends

PITTSBURGH, August 4, 2025 - Global safety equipment and solutions provider MSA Safety Incorporated (NYSE: MSA) today reported financial results for the second quarter of 2025.

“Our second quarter financial performance demonstrates our team's commitment to our Accelerate strategy and creating long-term value for our stakeholders," said Steve Blanco, MSA Safety President and CEO. "Although we had a difficult comparison within our broader portfolio, leveraging the MSA Business System enabled strong backlog conversion of key customer orders, and we are energized by the momentum in our growth accelerator product categories of detection and fall protection. Lastly, we deployed capital for the acquisition of M&C TechGroup to expand our addressable market in detection, further diversify our end markets, and create a synergistic platform for growth in the gas analysis and process safety markets.”

(a) Definition of organic sales change provided on the bottom of page nine.

(more)

Financial Highlights


	Three Months Ended June 30,								Six Months Ended June 30,
(In millions, except per share data and percentages)	2025			2024			% Change (a)		2025			2024			% Change (a)
Net Sales	$	474.1		$	462.5		3%		$	895.5		$	875.8		2	%
GAAP
Operating income	85.9			99.9			(14)	%	163.6			180.1			(9)	%
% of Net sales	18.1		%	21.6		%	(350) bps		18.3		%	20.6		%	(230) bps
Net income	62.8			72.2			(13)	%	122.4			130.4			(6)	%
Diluted EPS	1.59			1.83			(13)	%	3.10			3.30			(6)	%
Non-GAAP
Adjusted EBITDA	$	116.5		$	121.9		(4)	%	$	218.0		$	223.2		(2)	%
% of Net sales	24.6		%	26.4		%	(180) bps		24.3		%	25.5		%	(120) bps
Adjusted operating income	101.4			108.2			(6)	%	188.9			196.2			(4)	%
% of Net sales	21.4		%	23.4		%	(200) bps		21.1		%	22.4		%	(130) bps
Adjusted earnings	75.9			79.7			(5)	%	142.4			143.2			(1)	%
Adjusted diluted EPS	1.93			2.01			(4)	%	3.61			3.62			—	%
Free cash flow	37.9			39.0			(3)	%	88.9			78.6			13	%
Free cash flow conversion	60		%	54		%			73		%	60		%
Americas Segment
Net sales	$	320.1		$	314.7		2	%	$	613.3		$	610.2		—	%
GAAP operating income	91.3			96.2			(5)	%	167.8			180.3			(7)	%
% of Net sales	28.5		%	30.6		%	(210) bps		27.4		%	29.6		%	(220) bps
Adjusted operating income	93.3			98.5			(5)	%	172.0			184.7			(7)	%
% of Net sales	29.1		%	31.3		%	(220) bps		28.0		%	30.3		%	(230) bps
International Segment
Net sales	$	154.0		$	147.8		4	%	$	282.2		$	265.5		6	%
GAAP operating income	12.2			22.8			(46)	%	29.5			33.9			(13)	%
% of Net sales	8.0		%	15.4		%	(740) bps		10.5		%	12.8		%	(230) bps
Adjusted operating income	20.2			24.3			(17)	%	38.9			37.8			3	%
% of Net sales	13.1		%	16.4		%	(330) bps		13.8		%	14.2		%	(40) bps
(a) Percentage change may not calculate exactly due to rounding.

(more)

"Our balance sheet remains strong, enabling us to invest in growth and return cash to shareholders through our disciplined capital allocation strategy," stated Elyse Brody, Interim CFO of MSA Safety. "Highlights this quarter include the acquisition of M&C TechGroup, our 55th consecutive annual dividend increase, share repurchases, and a strategic footprint investment in Cranberry Township, Pa., to expand manufacturing and engineering capabilities at our detection Center of Excellence. We reaffirm our low-single-digit organic sales growth outlook for 2025 while actively preparing for a wide range of macro scenarios, including tariffs, industrial demand, and the timing of the National Fire Protection Association (NFPA) approval for our next-generation self-contained breathing apparatus (SCBA)," Brody added.

2025 Net Sales Outlook

The company maintained its low-single-digit full-year organic sales growth outlook for 2025, while acknowledging ongoing risk due to macroeconomic factors and the timing of the NFPA standard approval process.

Conference Call

MSA Safety will host a conference call on Tuesday, August 5, 2025, at 10:00 a.m. Eastern time to discuss its second quarter 2025 results and outlook. The call and an accompanying slide presentation will be webcast at http://investors.msasafety.com/ under the “News and Events” tab, subheading “Events & Presentations.” Investors and interested parties can also dial into the call at 1-844-854-4415 (toll-free) or 1-412-902-6599 (international). When prompted, please instruct the operator to be joined into the MSA Safety Incorporated conference call. A replay of the conference call will be available at http://investors.msasafety.com/ shortly after the conclusion of the presentation and will be available for the next 90 days.

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MSA Safety Incorporated

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Net sales	$	474,116	$	462,463	$	895,456	$	875,765
Cost of products sold	253,406		239,434		481,351		457,205
Gross profit	220,710		223,029		414,105		418,560

Selling, general and administrative	112,078		105,075		206,042		199,226
Research and development	16,996		17,070		32,665		32,988
Restructuring charges	488		1,543		2,412		4,560
Currency exchange losses (gains), net	5,286		(603)		9,363		1,730


Operating income	85,862		99,944		163,623		180,056

Interest expense	8,116		9,664		14,951		20,403

Other income, net	(5,000)		(4,148)		(12,022)		(10,382)
Total other expense, net	3,116		5,516		2,929		10,021

Income before income taxes	82,746		94,428		160,694		170,035
Provision for income taxes	19,973		22,194		38,316		39,662
Net income	$	62,773	$	72,234	$	122,378	$	130,373



Earnings per share attributable to common shareholders:
Basic	$	1.60	$	1.83	$	3.11	$	3.31
Diluted	$	1.59	$	1.83	$	3.10	$	3.30

Basic shares outstanding	39,258		39,389		39,296		39,375
Diluted shares outstanding	39,359		39,541		39,430		39,549

(more)

MSA Safety Incorporated

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)


	June 30, 2025		December 31, 2024

Assets
Cash and cash equivalents	$	146,988	$	164,560
Trade receivables, net	333,754		279,213
Inventories	343,883		296,796



Other current assets	62,836		62,461
Total current assets	887,461		803,030

Property, plant and equipment, net	279,419		211,865
Prepaid pension cost	234,355		224,638

Goodwill	733,245		620,895
Intangible assets, net	310,934		246,437


Other noncurrent assets	104,797		98,919
Total assets	$	2,550,211	$	2,205,784

Liabilities and shareholders' equity
Notes payable and current portion of long-term debt, net	$	8,383	$	26,391
Accounts payable	126,421		108,163
Other current liabilities	150,660		153,539
Total current liabilities	285,464		288,093

Long-term debt, net	670,965		481,622
Pensions and other employee benefits	152,344		134,251
Deferred tax liabilities	132,696		107,691
Other noncurrent liabilities	56,100		50,808
Total shareholders' equity	1,252,642		1,143,319
Total liabilities and shareholders' equity	$	2,550,211	$	2,205,784

(more)

MSA Safety Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Net income	$	62,773	$	72,234	$	122,378	$	130,373
Depreciation and amortization	18,099		16,047		34,350		31,605


Change in working capital and other operating	(13,654)		(34,979)		(27,677)		(57,790)
Cash flow from operating activities	67,218		53,302		129,051		104,188

Capital expenditures	(29,334)		(14,341)		(40,118)		(25,560)
Acquisitions, net of cash acquired	(187,774)		—		(187,774)		—

Property disposals and other investing	1		74		19		74
Cash flow used in investing activities	(217,107)		(14,267)		(227,873)		(25,486)

Change in debt	172,686		(8,250)		165,220		(13,260)
Cash dividends paid	(20,848)		(20,099)		(40,881)		(38,589)
Company stock purchases under repurchase program	(29,998)		(10,000)		(39,994)		(10,000)
Other financing	(2,249)		(284)		(10,366)		(5,869)
Cash flow from (used in) financing activities	119,591		(38,633)		73,979		(67,718)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	6,949		(1,881)		7,692		(10,557)

(Decrease)/Increase in cash, cash equivalents and restricted cash	$	(23,349)	$	(1,479)	$	(17,151)	$	427

(more)

MSA Safety Incorporated

Sales by Product Group (Unaudited)

(In thousands, except percentages)


Three Months Ended June 30, 2025	Consolidated			Americas			International
	Dollars		Percent	Dollars		Percent	Dollars		Percent
Detection(a)	$	193,835	41%	$	127,174	40%	$	66,661	43%
Fire Service(b)	163,306		34%	110,815		35%	52,491		34%
Industrial PPE and Other(c)	116,975		25%	82,150		25%	34,825		23%
Total	$	474,116	100%	$	320,139	100%	$	153,977	100%

Three Months Ended June 30, 2024	Consolidated			Americas			International
	Dollars		Percent	Dollars		Percent	Dollars		Percent
Detection(a)	$	170,848	37%	$	111,405	35%	$	59,443	40%
Fire Service(b)	172,269		37%	118,487		38%	53,782		37%
Industrial PPE and Other(c)	119,346		26%	84,819		27%	34,527		23%
Total	$	462,463	100%	$	314,711	100%	$	147,752	100%


Six Months Ended June 30, 2025	Consolidated			Americas			International
	Dollars		Percent	Dollars		Percent	Dollars		Percent
Detection(a)	$	354,906	40%	$	237,065	39%	$	117,841	42%
Fire Service(b)	313,922		35%	216,722		35%	97,200		34%
Industrial PPE and Other(c)	226,628		25%	159,512		26%	67,116		24%
Total	$	895,456	100%	$	613,299	100%	$	282,157	100%

Six Months Ended June 30, 2024	Consolidated			Americas			International
	Dollars		Percent	Dollars		Percent	Dollars		Percent
Detection(a)	310,064		35%	207,700		34%	102,364		38%
Fire Service(b)	335,962		39%	240,738		39%	95,224		36%
Industrial PPE and Other(c)	229,739		26%	161,811		27%	67,928		26%
Total	$	875,765	100%	$	610,249	100%	$	265,516	100%
(a) Detection includes Fixed Gas and Flame Detection and Portable Gas detection. Detection includes sales from M&C TechGroup Germany GmbH and its affiliated companies ("M&C"), acquired by the Company, from May 6th, 2025, onward (Americas and International). (b) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel. (c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core.

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MSA Safety Incorporated

Reconciliation of Non-GAAP Financial Measures

Organic sales change (Unaudited)

Consolidated


	Three Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	13%	(5)%	(2)%	3%
Currency translation effects	—%	(1)%	1%	(1)%

Less: Acquisitions	(7)%	—%	—%	(2)%
Organic sales change	6%	(6)%	(1)%	—%

	Six Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	14%	(7)%	(1)%	2%
Currency translation effects	1%	—%	2%	1%

Less: Acquisitions	(4)%	—%	—%	(1)%
Organic sales change	11%	(7)%	1%	2%

Americas Segment


	Three Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	14%	(6)%	(3)%	2%
Plus: Currency translation effects	1%	—%	2%	1%

Less: Acquisitions	(3)%	—%	—%	(1)%
Organic sales change	12%	(6)%	(1)%	2%


	Six Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	14%	(10)%	(1)%	1%
Plus: Currency translation effects	1%	—%	3%	1%

Less: Acquisitions	(1)%	—%	—%	(1)%
Organic sales change	14%	(10)%	2%	1%

(more)

International Segment


	Three Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	12%	(2)%	1%	4%
Plus: Currency translation effects	(4)%	(4)%	(3)%	(3)%

Less: Acquisitions	(11)%	—%	—%	(5)%
Organic sales change	(3)%	(6)%	(2)%	(4)%


	Six Months Ended June 30, 2025
	Detection(a)	Fire Service(b)	Industrial PPE and Other(c)	Net Sales
GAAP reported sales change	15%	2%	(1)%	6%
Plus: Currency translation effects	(1)%	(1)%	(1)%	(1)%

Less: Acquisitions	(7)%	—%	—%	(2)%
Organic sales change	7%	1%	(2)%	3%

(a) Detection includes Fixed Gas and Flame Detection and Portable Gas Detection. Detection includes sales from M&C, acquired by the Company, from May 6th, 2025, onward (Americas and International).

(b) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.

Management believes that organic sales change is a useful metric for investors, as foreign currency translation, acquisitions and divestitures can have a material impact on sales change trends. Organic sales change highlights ongoing business performance excluding the impact of fluctuating foreign currencies, acquisitions and divestitures. There can be no assurances that MSA's definition of organic sales change is consistent with that of other companies. As such, management believes that it is appropriate to consider sales change determined on a GAAP basis in addition to this non-GAAP financial measure.

(more)

MSA Safety Incorporated

Reconciliation of Non-GAAP Financial Measures

Adjusted operating income (Unaudited)

Adjusted EBITDA (Unaudited)

(In thousands)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

Adjusted EBITDA	$	116,513	$	121,931	$	217,979	$	223,185
Less:
Depreciation and amortization	15,079		13,741		29,043		26,985
Adjusted operating income	101,434		108,190		188,936		196,200
Less:
Restructuring charges	488		1,543		2,412		4,560
Currency exchange losses (gains), net	5,286		(603)		9,363		1,730
Acquisition-related amortization	3,153		2,306		5,439		4,620
Net cost for product related legal matter	—		5,000		—		5,000
Transaction costs (a)	6,645		—		8,099		234


GAAP operating income	85,862		99,944		163,623		180,056
Less:
Interest expense	8,116		9,664		14,951		20,403
Other income, net	(5,000)		(4,148)		(12,022)		(10,382)
Income before income taxes	82,746		94,428		160,694		170,035
Provision for income taxes	19,973		22,194		38,316		39,662
Net income	$	62,773	$	72,234	$	122,378	$	130,373
(a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income.

Adjusted operating income, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin are non-GAAP financial measures and operating ratios derived from non-GAAP measures. Adjusted operating income is defined as operating income excluding restructuring charges, currency exchange gains / losses, acquisition-related amortization, net cost for product related legal matter and transaction costs. Adjusted operating margin is defined as adjusted operating income divided by net sales to external customers. Adjusted EBITDA is defined as adjusted operating income plus depreciation and amortization, and adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales to external customers. These metrics are consistent with how management evaluates segment results and makes strategic decisions about the business. Additionally, these non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Adjusted operating income, adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin are not recognized terms under GAAP, and therefore do not purport to be alternatives to operating income or operating margin as a measure of operating performance. The company's definition of adjusted operating income, adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. As such, management believes that it is appropriate to consider operating income and net income determined on a GAAP basis in addition to these non-GAAP measures.

(more)

MSA Safety Incorporated

Reconciliation of Non-GAAP Financial Measures

Adjusted earnings (Unaudited)

Adjusted diluted earnings per share (Unaudited)

(In thousands, except per share amounts and percentages)


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024		% Change	2025		2024		% Change

Net income	$	62,773	$	72,234	(13)%	$	122,378	$	130,373	(6)%







Currency exchange losses (gains), net	5,286		(603)			9,363		1,730
Restructuring charges	488		1,543			2,412		4,560
Transaction costs (a)	6,645		—			8,099		234
Acquisition-related amortization	3,153		2,306			5,439		4,620
Asset related losses	884		701			892		752
Pension settlement	721		1,308			721		1,308
Net cost for product related legal matter	—		5,000			—		5,000
Income tax expense on adjustments	(4,021)		(2,827)			(6,937)		(5,417)
Adjusted earnings	$	75,929	$	79,662	(5)%	$	142,367	$	143,160	(1)%

Adjusted diluted earnings per share	$	1.93	$	2.01	(4)%	$	3.61	$	3.62	0%

Diluted shares outstanding	39,359		39,541			39,430		39,549
(a)Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income.

Management believes that adjusted earnings and adjusted diluted earnings per share are useful measures for investors, as management uses these measures to internally assess the company’s performance and ongoing operating trends. There can be no assurances that additional special items will not occur in future periods, nor that MSA's definition of adjusted earnings is consistent with that of other companies. As such, management believes that it is appropriate to consider both net income determined on a GAAP basis as well as adjusted earnings.

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MSA Safety Incorporated

Reconciliation of Non-GAAP Financial Measures

Debt to adjusted EBITDA / Net debt to adjusted EBITDA (Unaudited)

(In thousands)


	Twelve Months Ended June 30, 2025
Operating income	$	372,744

Depreciation and amortization	57,217

Restructuring charges	4,249
Currency exchange losses, net	11,271
Acquisition-related amortization	9,994

Transaction costs (a)	8,751
Adjusted EBITDA	$	464,226

Total end-of-period debt	679,348

Debt to adjusted EBITDA	1.5

Total end-of-period debt	$	679,348
Total end-of-period cash and cash equivalents	146,988
Net debt	$	532,360

Net debt to adjusted EBITDA	1.1
(a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income.

Management believes that Debt to adjusted EBITDA and Net debt to adjusted EBITDA are useful measures for investors, as management uses these measures to internally assess the company’s liquidity and balance sheet strength. There can be no assurances that that MSA's definition of Debt to adjusted EBITDA and Net debt to adjusted EBITDA is consistent with that of other companies.

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About MSA Safety:

MSA Safety Incorporated (NYSE: MSA) is the global leader in advanced safety products, technologies and solutions. Driven by its singular mission of safety, the Company has been at the forefront of safety innovation since 1914, protecting workers and facility infrastructure around the world across a broad range of diverse end markets while creating sustainable value for shareholders. With 2024 revenues of $1.8 billion, MSA Safety is headquartered in Cranberry Township, Pennsylvania and employs a team of over 5,000 associates across its more than 40 international locations. For more information, please visit www.MSASafety.com.

Cautionary Statement Regarding Forward-Looking Statements:

Except for historical information, certain matters discussed in this press release may be "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 various assumptions, 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. 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 and may not align with historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed in our Form 10-Q quarterly reports filed after such annual report. MSA’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on its own investor relations website at http://investors.MSAsafety.com. 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, and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures:
This press release includes certain non-GAAP financial measures. These financial measures include organic sales change, adjusted operating income, adjusted operating margin, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings, adjusted earnings per diluted share, debt to adjusted EBITDA, and net debt to adjusted EBITDA. These non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management also uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use, and computational methods with respect thereto, may differ from the non-GAAP financial measures and key performance indicators, and computational methods, that our peers use to assess their performance and trends.

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The presentation of these non-GAAP financial measures does not comply with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. When non-GAAP financial measures are disclosed, the Securities and Exchange Commission's Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. For an explanation of these measures, with a reconciliation to the most directly comparable GAAP financial measure, see the Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures in the financial tables section above.

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