# Preformed Line Products Co: Form 10-K for the period ended Dec 31, 2014

- Company: [Preformed Line Products Co](/companies/plpc.md) (CIK 80035)
- Form: 10-K
- Filed: 2015-03-12
- Accepted by EDGAR: Mar 12, 2015, 14:09 ET
- Period: 2014-12-31
- Accession: 0001193125-15-088960
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/80035/000119312515088960/d837817d10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/80035/000119312515088960/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2014-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2014-10-01 to 2014-12-31 | $96.2m | us-gaap:SalesRevenueNet |
| Revenue | 12 months, 2014-01-01 to 2014-12-31 | $388.2m | us-gaap:SalesRevenueGoodsNet |
| Cost of revenue | 12 months, 2014-01-01 to 2014-12-31 | $267.2m | us-gaap:CostOfGoodsSold |
| Gross profit | 3 months, 2014-10-01 to 2014-12-31 | $29.8m | us-gaap:GrossProfit |
| Gross profit | 12 months, 2014-01-01 to 2014-12-31 | $120.9m | us-gaap:GrossProfit |
| Research and development | 12 months, 2014-01-01 to 2014-12-31 | $2.7m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 12 months, 2014-01-01 to 2014-12-31 | $21.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2014-01-01 to 2014-12-31 | $658.0k | us-gaap:InterestExpense |
| Income tax | 12 months, 2014-01-01 to 2014-12-31 | $8.5m | us-gaap:IncomeTaxExpenseBenefit |
| Diluted EPS | 3 months, 2014-10-01 to 2014-12-31 | $0.46 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 12 months, 2014-01-01 to 2014-12-31 | $2.39 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2014-10-01 to 2014-12-31 | $0.46 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 12 months, 2014-01-01 to 2014-12-31 | $2.39 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2014-01-01 to 2014-12-31 | 5,382,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2014-01-01 to 2014-12-31 | $25.3m | us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations |
| Capital expenditure | 12 months, 2014-01-01 to 2014-12-31 | $17.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2014-01-01 to 2014-12-31 | $4.4m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2014-01-01 to 2014-12-31 | $104.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2014-12-31 | $29.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2014-12-31 | $200.7m | us-gaap:AssetsCurrent |
| Total assets | at 2014-12-31 | $354.0m | us-gaap:Assets |
| Current liabilities | at 2014-12-31 | $55.3m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2014-12-31 | $31.7m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2014-12-31 | $116.0k | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2014-12-31 | $1.9m | us-gaap:ShortTermBorrowings |

## Business

As filed, 36,377 characters.

### Background

Preformed Line Products Company and its subsidiaries (the “Company”) is an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication) and other similar industries. The Company’s primary products support, protect, connect, terminate and secure cables and wires. The Company also provides solar hardware systems and mounting hardware for a variety of solar power applications. The Company’s goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacture and marketing of technically advanced products and services related to energy, communications and cable systems and to take advantage of this leadership position to sell additional quality products in familiar markets.

The Company serves a worldwide market through strategically located domestic and international manufacturing facilities. Each of the Company’s domestic and international manufacturing facilities have obtained an International Organization of Standardization (“ISO”) 9001:2008 Certified Management System, with the exception of Direct Power and Water Corporation (DPW), which was acquired during 2007. The ISO 9001:2008 certified management system is a globally recognized quality standard for manufacturing and assists the Company in marketing its products throughout the world. The Company’s customers include public and private energy utilities and communication companies, cable operators, financial institutions, governmental agencies, contractors and subcontractors, distributors and value-added resellers. The Company is not dependent on a single customer or a few customers. No single customer accounts for more than ten percent of the Company’s consolidated revenues.

The Company’s products include:

- Formed Wire and Related Hardware Products
- Protective Closures
- Plastic Products
- Other Products

*Formed Wire Products and Related Hardware Products* are used in the energy, communications, cable and special industries (i.e., metal building, tower and antenna industries, the agriculture and arborist industries, and marine systems industry) to support, protect, terminate and secure both power conductor and communication cables and to control cable dynamics (e.g., vibration). Formed wire products are based on the principle of forming a variety of stiff wire materials into a helical (spiral) shape. Advantages of using the Company’s helical formed wire products are that they are economical, dependable and easy to use. The Company introduced formed wire products to the power industry over 65 years ago and such products enjoy an almost universal acceptance in the Company’s markets. Related hardware products include hardware for supporting and protecting transmission conductors, spacers, spacer-dampers, stockbridge dampers, corona suppression devices and various compression fittings for dead-end applications. Formed wire and related hardware products are approximately 65%, 68% and 69% of the Company’s revenues in 2014, 2013 and 2012, respectively.

*Protective Closures*, including splice cases, are used to protect fixed line communication networks, such as copper cable or fiber optic cable, from moisture, environmental hazards and other potential contaminants. Protective closures are approximately 18%, 16% and 16% of the Company’s revenues in 2014, 2013 and 2012, respectively.

*Plastic Products*, including guy markers, tree guards, fiber optic cable markers and pedestal markers, are used in energy, communications, cable and special industries to identify power conductors, communication cables and guy wires. Plastic products are approximately 4% of the Company’s revenues each year in 2014, 2013 and 2012.

*Other Products* include data communication cabinets, hardware assemblies, pole line hardware, resale products, underground connectors, solar hardware systems and urethane products. They are used by energy, renewable energy, communications, cable and special industries for various applications and are defined as products that complement the Company’s core line offerings. Other products are approximately 13%, 12% and 11% of the Company’s revenues in 2014, 2013 and 2012, respectively.

### Corporate History

The Company was incorporated in Ohio in 1947 to manufacture and sell helically shaped “armor rods” which are sets of stiff helically shaped wires applied on an electrical conductor at the point where they are suspended or held. Thomas F. Peterson, the Company’s founder, developed and patented a unique method to manufacture and apply these armor rods to protect electrical conductors on overhead power lines. Over a period of years, Mr. Peterson and the Company developed, tested, patented, manufactured and marketed a variety of helically shaped products for use by the electrical and telephone industries. Although all of Mr. Peterson’s patents have now expired, those patents served as the nucleus for licensing the Company’s formed wire products abroad.

The success of the Company’s formed wire products in the U.S. led to expansion abroad. The first international license agreement was established in the mid-1950s in Canada. In the late 1950s, the Company’s products were being sold through joint ventures and licensees in Canada, England, Germany, Spain and Australia. Additionally, the Company began export operations and promoted products into other selected offshore markets. The Company continued its expansion program, bought out most of the original licensees, and, by the mid-1990s, had complete ownership of operations in Australia, Brazil, Canada, Great Britain, South Africa and Spain and by 2002, it had complete ownership of operations in Mexico and China. The Company’s international subsidiaries have the necessary infrastructure (i.e. manufacturing, engineering, marketing and general management) to support local business activities. Each is staffed with local personnel to ensure that the Company is well versed in local business practices, cultural constraints, technical requirements and the intricacies of local client relationships.

In 1968, the Company expanded into the underground telecommunications field by its acquisition of the Smith Company located in California. The Smith Company had a patented line of buried closures and pressurized splice cases. These closures and splice cases protect copper cable openings from environmental damage and degradation. The Company continued to build on expertise acquired through the acquisition of the Smith Company and in 1995 introduced the highly successful COYOTE® Closure line of products. Since 1995 fourteen domestic and three international patents have been granted to the Company on the COYOTE Closure. None of the COYOTE Closure patents have expired; however, the earliest COYOTE Closure patent was filed April 1995 and will expire in April 2015.

In 2007, the Company acquired the shares of DPW, located in New Mexico, U.S. This acquisition broadened the Company’s product lines, because DPW manufactures mounting hardware for a variety of solar power applications and provides designs and installations of solar power systems.

In 2007, the Company acquired 83.74% of Belos SA (Belos), located in Bielsko-Biala, Poland. Belos is a manufacturer and supplier of fittings for various voltage power networks. This acquisition complemented the Company’s existing line of energy products. From 2008 to 2010, the Company acquired the remaining outstanding shares of Belos.

In 2009, the Company acquired a 33.3% investment in Proxisafe Ltd. Proxisafe is a Canadian developmental company formed to design and commercialize new industrial safety equipment located in Calgary, Alberta. As of December 31, 2014, the Company owned 25.93% in Proxisafe.

In 2009, the Company acquired the Dulmison business from Tyco Electronics Group S.A. (Tyco Electronics), which included both the acquisition of equity of certain Tyco Electronics entities and the acquisition of assets from other Tyco Electronics entities. Dulmison was a leader in the supply and manufacturer of electrical transmission and distribution products. Dulmison designed, manufactured and marketed pole line hardware and vibration control products for the global electrical utility industry. Dulmison had operations in Australia, Thailand, Indonesia, Malaysia, Mexico and the United States. The Dulmison business has been fully integrated into the Company’s core businesses.

In 2010, the Company acquired Electropar Limited (Electropar), a New Zealand corporation. Electropar designs, manufactures and markets pole line and substation hardware for the global electrical utility industry. Electropar is based in New Zealand with a subsidiary operation in Australia. The acquisition has strengthened the Company’s position in the power distribution, transmission and substation hardware markets and expanded the Company’s presence in the Asia-Pacific region.

In January 2012, the Company acquired Australian Electricity Systems Pty Ltd. (AES), an Australian company. AES designs, manufactures and markets hardware for the electrical utility industry. For accounting purposes, the acquisition was an immaterial business combination.

In January 2014, the Company acquired Helix uniformed Limited (Helix), located in Montreal, Quebec, Canada. Helix designs, manufacturers and markets helical products for the electrical utility industry. The acquisition has diversified the Company’s business in Canada, expanded its manufacturing footprint and enhanced its engineering capabilities. For accounting purposes, the acquisition was an immaterial business combination.

The Company’s World headquarters is located at 660 Beta Drive, Mayfield Village, Ohio 44143.

### Business

The demand for the Company’s products comes primarily from new, maintenance and repair construction for the energy (including solar), telecommunication, data communication and special industries. The Company’s customers use many of the Company’s products, including formed wire products, to revitalize the aging outside plant infrastructure. Many of the Company’s products are used on a proactive basis by the Company’s customers to reduce and prevent lost revenue. A single malfunctioning line could cause the loss of thousands of dollars per hour for a power or communication customer. A malfunctioning fiber cable could also result in substantial revenue loss. Repair construction by the Company’s customers generally occurs in the case of emergencies or natural disasters, such as hurricanes, tornados, earthquakes, floods or ice storms. Under these circumstances, the Company provides the repair products to customers rapidly..

The Company has adapted the formed wire products’ helical technology for use in a wide variety of fiber optic cable applications that have special requirements. The Company’s formed wire products are uniquely qualified for these applications due to the gentle gripping over a greater length of the fiber cable. This is an advantage over traditional pole line hardware clamps that compress the cable to the point of possible fatigue and optical signal deterioration.

The Company’s protective closures and splice cases are used to protect cable from moisture, environmental hazards and other potential contaminants. The Company’s splice cases are easily re-enterable closures that allow utility maintenance workers access to the cables located inside the closure to repair or add communications services. Over the years, the Company has made many significant improvements in the splice case that have greatly increased its versatility and application in the market place. The Company also designs and markets custom splice cases to satisfy specific customer requirements. This has allowed the Company to remain a strong partner with several primary customers and has earned the Company the reputation as a responsive and reliable supplier.

Fiber optic cable was first deployed in the outside plant environment in the early 1980s. Through fiber optic technologies, a much greater amount of both voice and data communication can be transmitted reliably. In addition, this technology solved the cable congestion problem that the large count copper cable was causing in underground, buried and aerial applications. The Company developed and adapted copper closures for use in the emerging fiber optic world. In the late 1980s, the Company developed a series of splice cases designed specifically for fiber optic application. In the mid-1990s, the Company developed its plastic COYOTE® Closure, and has since expanded the product line to address Fiber-to-the-Premise (FTTP) applications. The COYOTE Closure is an example of the Company developing a new line of proprietary products to meet the changing needs of its customers.

The Company also designs and manufactures data communication cabinets and enclosures for data communication networks, offering a comprehensive line of copper and fiber optic cross-connect systems. The product line enables reliable, high-speed transmission of data over customers’ local area networks.

With the acquisition of DPW in 2007, the Company expanded into the renewable energy sector. DPW provides a comprehensive line of mounting hardware for a variety of solar power applications including residential roof mounting, commercial roofing systems, utility scale ground-mount, top of pole mounting and customized solutions. DPW also provides design and installation services for residential and commercial solar power systems primarily in the western U.S.

### Markets

The Company markets its products to the energy, telecommunication, cable, data communication and special industries. While rapid changes in technology have blurred the distinctions between telephone, cable, and data communication, the energy industry is clearly distinct. The Company’s role in the energy industry is to supply formed wire products and related hardware used with the electrical conductors, cables and wires that transfer power from the generating facility to the ultimate user of that power. Formed wire products are used to support, protect, terminate and secure both power conductor and communication cables and to control cable dynamics.

*Electric Utilities - Transmission.* The electric transmission grid is the interconnected network of high voltage aluminum conductors used to transport large blocks of electric power from generating facilities to distribution networks. Currently, there are three major power grids in the U.S.: the Eastern Interconnect, the Western Interconnect and the Texas Interconnect. Virtually all electrical energy utilities are connected with at least one other utility by one of these major grids. The Company believes that the transmission grid has been neglected throughout much of the U.S. With demand for power now exceeding supply in some areas, the need for the movement of bulk power from the energy-rich areas to the energy-deficient areas means that new transmission lines will likely be built and many existing lines will likely be refurbished. Connecting renewable energy sources to the grid should also continue to attract new investment to fund transmission infrastructure projects in the future. The Company believes that this will generate opportunities for the Company’s products in this market over at least the next several years. In addition, increased construction of international transmission grids is occurring in many regions of the world. However, consolidations in the markets that the Company services with increased global competition may also have an adverse impact on the Company’s sales.

*Electric Utilities - Distribution*. The distribution market includes those utilities that distribute power from a substation where voltage is reduced to levels appropriate for the consumer. Unlike the transmission market, distribution is still handled primarily by local electric utilities. These utilities are motivated to reduce cost in order to maintain and enhance their profitability. The Company believes that its growth in the distribution market will be achieved primarily as a result of incremental gains in market share driven by emphasizing the Company’s quality products and service over price. Internationally, particularly in the developing regions, there is increasing political pressure to extend the availability of electricity to additional populations. Through its global network of factories and sales offices, the Company is prepared to take advantage of this new growth in construction.

*Renewable Energy*. The renewable energy market includes residential consumers, commercial businesses, off-grid operators, and utility companies that have an interest in alternative energy sources. Environmental concerns along with federal, state and local utility incentives have fueled demand for renewable energy systems including solar, wind and biofuel. The industry continues to grow as advancements in technology lead to greater efficiencies which drive down overall system costs. The Company currently provides hardware solutions, system design and installation services for solar power applications. The Company markets and sells these products and services to end-users, distributors, installers and integrators.

*Communication and Cable.* Major developments, including growing competition between the cable and communications industries and increasing overall demand for high-speed communication services, have led to a changing regulatory and competitive environment in many markets throughout the world. The deployment of new access networks and improvements to existing networks for advanced applications continues to gain momentum.

Cable operators, local communication operators and power utilities are building, rebuilding or upgrading signal delivery networks in developed countries. These networks are designed to deliver video and voice transmissions and provide Internet connectivity to individual residences and businesses. Operators deploy a variety of network technologies and architectures to carry broadband and narrowband signals. These architectures are constructed of electronic hardware connected via coaxial cables, copper wires or optical fibers. The Company manufactures closures that these industries use to securely connect and protect these vital networks.

As critical components of the outdoor infrastructure, closures provide protection against weather and vandalism, and permit technicians who maintain and manage the system ready access to the devices. Cable operators and local telephone network operators place great reliance on manufacturers of protective closures because any material damage to the signal delivery networks is likely to disrupt communication services. In addition to closures, the Company supplies the communication and cable industry with its formed wire products to hold, support, protect and terminate the copper wires and cables and the fiber optic cables used by that industry to transfer voice, video or data signals.

The industry has developed technological methods to increase the usage of copper-based products through high-speed digital subscriber lines (DSLs). The popularity of these services, the regulatory environment and the increasingly fierce competition between communications and cable operators has driven the move toward building out the “last mile” in fiber optic networks. FTTP technology supports the next wave in broadband innovation by carrying fiber optic technology into homes and businesses. The Company has been actively developing products that address this market.

*Data Communication.* The data communication market is driven by the continual demand for increased bandwidth. Growing Internet Service Providers (ISPs), construction in Wide Area Networks (WANs) and demand for products in the workplace are all key elements to the increased demand for the racking and cabinet products made by the Company. The Company’s products are sold to a number of categories of customers including, (i) ISPs, (ii) large companies and organizations which have their own local area network for data communication, and (iii) distributors of structured cabling systems and components for use in the above markets.

*Special Industries.* The Company’s formed wire products are also used in other industries which require a method of securing or terminating cables, including the metal building, tower and antenna industries, the agriculture and arborist industries, and various applications within the marine systems industry. Products other than formed wire products are also marketed to other industries. For example, the Company’s urethane capabilities allow it to market products to the light rail industry. The Company continues to explore new and innovative uses of its manufacturing capabilities; however, these markets remain a small portion of overall consolidated sales.

### International Operations

The international operations of the Company are essentially the same as its domestic (PLP-USA) business. The Company manufactures similar types of products in its international plants as are sold domestically, sells to similar types of customers and faces similar types of competition (and in some cases, the same competitors). Sources of supply of raw materials are not significantly different internationally. See Note L in the Notes to Consolidated Financial Statements for information and financial data relating to the Company’s international operations that represent reportable segments.

While a number of the Company’s international plants are in developed countries, the Company believes it has strong market opportunities in developing countries where the need for the transmission and distribution of electrical power is significant. In addition, as the need arises, the Company is prepared to establish new manufacturing facilities abroad.

### Sales and Marketing

Domestically and internationally, the Company markets its products through a direct sales force and manufacturing representatives. The direct sales force is employed by the Company and works with the manufacturer’s representatives, as well as key direct accounts and distributors who also buy and resell the Company’s products. The manufacturer’s representatives are independent organizations that represent the Company as well as other complimentary product lines. These organizations are paid a commission based on the sales amount they generate.

### Research and Development

The Company is committed to providing technical leadership through scientific research and product development in order to continue to expand the Company’s position as a supplier to the communications and power industries. Research is conducted on a continuous basis using internal experience in conjunction with outside professional expertise to develop state-of-the-art materials for several of the Company’s products. These products capitalize on cost-efficiency while offering exacting mechanical performance that meets or exceeds industry standards. The Company’s research and development activities have resulted in numerous patents being issued to the Company (see “Patents and Trademarks” below).

Early in its history, the Company recognized the need to understand the performance of its products and the needs of its customers. To that end, the Company developed a 29,000 square foot Research and Engineering Center located at its corporate headquarters in Mayfield Village, Ohio. In 2013, the Company expanded its Research and Engineering Center by an additional 8,000 square feet. Using the Research and Engineering Center, engineers and technicians simulate a wide range of external conditions encountered by the Company’s products to ensure quality, durability and performance. The work performed in the Research and Engineering Center includes advanced studies and experimentation with various forms of vibration. This work has contributed significantly to the collective knowledge base of the industries the Company serves and is the subject matter of many papers and seminars presented to these industries.

The Company believes that its Research and Engineering Center is one of the most sophisticated in the world in its specialized field. The Research and Engineering Center also has an advanced prototyping technology machine on-site to develop models of new designs where intricate part details are studied prior to the construction of expensive production tooling. Today, the Company’s reputation for vibration testing, tensile testing, fiber optic cable testing, environmental testing, field vibration monitoring and third-party contract testing is a competitive advantage. In addition to testing, the work done at the Company’s Research and Development Center continues to fuel product development efforts. For example, the Company estimates that approximately 19% of 2014 revenues were attributed to products developed by the Company in the past five years. In addition, the Company’s position in the industry is further reinforced by its long-standing leadership role in many key international technical organizations which are charged with the responsibility of establishing industry wide specifications and performance criteria, including IEEE (Institute of Electrical and Electronics Engineers), CIGRE (Counsiel Internationale des Grands Reseaux Electriques a Haute Tension), and IEC (International Electromechanical Commission). Research and development costs are expensed as incurred. Research and development costs for new products were $2.7 million in 2014, $2.3 million in 2013 and $2.1 million in 2012.

### Patents and Trademarks

The Company applies for patents in the U.S. and other countries, as appropriate, to protect its significant patentable developments. As of December 31, 2014, the Company had in force 36 U.S. patents and 100 international patents in 21 countries and had eight pending U.S. patent applications and 42 pending international applications. While such domestic and international patents expire from time to time, the Company continues to apply for and obtain patent protection on a regular basis. Patents held by the Company in the aggregate are of material importance in the operation of the Company’s business. The Company, however, does not believe that any single patent, or group of related patents, is essential to the Company’s business as a whole or to any of its businesses. Additionally, the Company owns and uses a substantial body of proprietary information and numerous trademarks. The Company relies on nondisclosure agreements to protect trade secrets and other proprietary data and technology. As of December 31, 2014, the Company had obtained U.S. registration on 35 trademarks and two trademark applications remained pending. International registrations amounted to 258 registrations in 36 countries, with two pending international registrations.

Since June 8, 1995, U.S. patents have been issued for terms of 20 years beginning with the date of filing of the patent application. Prior to that time, a U.S. patent had a term of 17 years from the date of its issuance. Patents issued by international countries generally expire 20 years after filing. U.S. and international patents are not renewable after expiration of their initial term. U.S. and international trademarks are generally perpetual, renewable in 10-year increments upon a showing of continued use. To the knowledge of management, the Company is not subject to any significant allegation or charges of infringement of intellectual property rights by any organization.

In the normal course of business, the Company occasionally makes and receives inquiries with regard to possible patent and trademark infringement. The extent of such inquiries from third parties has been limited generally to verbal remarks to Company representatives. The Company believes that it is unlikely that the outcome of these inquiries will have a material adverse effect on the Company’s financial position.

### Competition

All of the markets that the Company serves are highly competitive. In each market, the principal methods of competition are price, performance, and service. The Company believes, however, that several factors (described below) provide the Company with a competitive advantage.

- The Company has a strong and stable workforce. This consistent and continuous knowledge base has afforded the Company the ability to provide superior service to the Company’s customers and representatives.
- The Company’s Research and Engineering Center in Mayfield Village, Ohio and the engineering departments at the Company’s subsidiary operations around the world maintain a strong technical support function to develop unique solutions to customer problems.
- The Company is vertically integrated both in manufacturing and distribution and is continually upgrading equipment and processes.
- The Company is sensitive to the marketplace and provides an extra measure of service in cases of emergency, storm damage and other rush situations. This high level of customer service and customer responsiveness is a hallmark of the Company.
- The Company’s 29 sales and manufacturing locations ensure close support and proximity to customers worldwide.

Domestically, there are several competitors for formed wire products. Although it has other competitors in many of the countries where it has plants, the Company has leveraged its expertise and is very strong in the global market. The Company believes that it is the world’s largest manufacturer of formed wire products for energy and communications markets. However, the Company’s formed wire products compete against other pole line hardware products manufactured by other companies.

The Company’s primary domestic competitor for pressurized copper closures is the 3M Company (“3M”). Based on its experience in the industry, the Company believes it maintains a strong market share position.

The fiber optic closure market is one of the most competitive product areas for the Company, with the Company competing against, among others, Tyco Electronics, 3M and Corning Cable Systems. There are a number of primary competitors and several smaller niche competitors that compete at all levels in the marketplace. The Company believes that it is one of four leading suppliers of fiber optic closures.

### Sources and Availability of Raw Materials

The principal raw materials used by the Company are galvanized wire, stainless steel, aluminum covered steel wire, aluminum rod, plastic resins, glass-filled plastic compounds, neoprene rubbers and aluminum castings. The Company also uses certain other materials such as fasteners, packaging materials and communications cable. The Company believes that it has adequate sources of supply for the raw materials used in its manufacturing processes and it regularly attempts to develop and maintain sources of supply in order to extend availability and encourage competitive pricing of these products.

Most plastic resins are purchased under contracts to stabilize costs and improve delivery performance and are available from a number of reliable suppliers. Wire and aluminum rods are purchased in standard stock diameters and coils under contracts from a number of reliable suppliers. Contracts have firm prices except for fluctuations of base metals and petroleum prices, which result in surcharges when global demand is greater than the available supply.

The Company also relies on certain other manufacturers to supply products that complement the Company’s product lines, such as aluminum and ferrous castings, fiber optic cable and connectors and various metal racks and cabinets. The Company believes there are multiple sources of supply for these products.

The Company relies on sole source manufacturers for certain raw materials used in production. The current state of economic uncertainty presents a risk that existing suppliers could go out of business. However, there are other potential sources for these materials available, and the Company could relocate the tooling and processes to other manufacturers if necessary.

Raw material costs were, in general, flat during 2014. The Company expects price levels to continue to be stable during 2015.

### Backlog Orders

The Company’s backlog was approximately $61.4 million at the end of 2014 and $47.7 million at the end of 2013. All customer orders entered are firm at the time of entry. Substantially all orders are shipped within a two to four week period unless the customer requests an alternative date.

### Seasonality

The Company markets products that are used by utility maintenance and construction crews worldwide. The products are marketed through distributors and directly to end users, who maintain stock to ensure adequate supply for their customers or construction crews. As a result, the Company does not have a wide variation in sales from quarter to quarter.

### Environmental

The Company is subject to extensive and changing federal, state, and local environmental laws, including laws and regulations that (i) relate to air and water quality, (ii) impose limitations on the discharge of pollutants into the environment, (iii) establish standards for the treatment, storage and disposal of toxic and hazardous waste, and (iv) require proper storage, handling, packaging, labeling, and transporting of products and components classified as hazardous materials. Stringent fines and penalties may be imposed for noncompliance with these environmental laws. In addition, environmental laws could impose liability for costs associated with investigating and remediating contamination at the Company’s facilities or at third-party facilities at which the Company has arranged for the disposal treatment of hazardous materials.

The Company believes it is in compliance in all material respects, with all applicable environmental laws and the Company is not aware of any noncompliance or obligation to investigate or remediate contamination that could reasonably be expected to result in a material liability. The Company does not expect to make any material capital expenditure during 2015 for environmental control facilities. The environmental laws continue to be amended and revised to impose stricter obligations, and compliance with future additional environmental requirements could necessitate capital outlays. However, the Company does not believe that these expenditures should ultimately result in a material adverse effect on its financial position or results of operations. The Company cannot predict the precise effect such future requirements, if enacted, would have on the Company. The Company believes that such regulations would be enacted over time and would affect the industry as a whole.

### Employees

At December 31, 2014, the Company had 2,744 employees. Approximately 28% of the Company’s employees are located in the U.S.

### Available Information

The Company maintains an Internet site at http://www.preformed.com, on which the Company makes available, free of charge, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. The Company’s SEC reports can be accessed through the investor relations section of its Internet site. The information found on the Company’s Internet site is not part of this or any other report that is filed or furnished to the SEC.

The public may read and copy any materials the Company files with or furnishes to the SEC at the SEC’s Public Reference Room at 100 F. Street, NE., Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information filed with the SEC by electronic filers. The SEC’s Internet site is http://www.sec.gov. The Company also has a link from its Internet site to the SEC’s Internet site. This link can be found on the investor relations page of the Company’s Internet site.

## Risk factors

As filed, 11,754 characters.

***Due to the Company’s dependency on the energy and telecommunication industries, the Company is susceptible to negative trends relating to those industries that could adversely affect the Company’s operating results.***

The Company’s sales to the energy and telecommunication industries represent a substantial portion of the Company’s historical sales. The concentration of revenue in such industries is expected to continue into the foreseeable future. Demand for products to these industries depends primarily on capital spending by customers for constructing, rebuilding, maintaining or upgrading their systems. The amount of capital spending and, therefore, the Company’s sales and profitability are affected by a variety of factors, including general economic conditions, access by customers to financing, government regulation, demand for energy and cable services, and technological factors. As a result, some customers may significantly reduce their spending or may not continue as going concerns, which could have a material adverse effect on the Company’s business, operating results and financial condition. Consolidation presents an additional risk to the Company in that merged customers will rely on relationships with a source other than the Company. Consolidation may also increase the pressure on suppliers, such as the Company, to sell product at lower prices.

***The Company’s business will suffer if the Company fails to develop and successfully introduce new and enhanced products that meet the changing needs of the Company’s customers.***

The Company’s ability to anticipate changes in technology and industry standards and to successfully develop and introduce new products on a timely basis will be a significant factor in the Company’s ability to grow and remain competitive. New product development often requires long-term forecasting of market trends, development and implementation of new designs and processes and a substantial capital commitment. The trend toward consolidation of the energy, telecommunication and data communication industries may require the Company to quickly adapt to rapidly changing market conditions and customer requirements. Any failure by the Company to anticipate or respond in a cost-effective and timely manner to technological developments or changes in industry standards or customer requirements, or any significant delays in product development or introduction or any failure of new products to be widely accepted by the Company’s customers, could have a material adverse effect on the Company’s business, operating results and financial condition as a result of reduced net sales.

***The intense competition in the Company’s markets, particularly telecommunication, may lead to a reduction in sales and earnings.***

The markets in which the Company operates are highly competitive. The level of intensity of competition may increase in the foreseeable future due to anticipated growth in the telecommunication and data communication industries. The Company’s competitors in the telecommunication and data communication markets are larger companies with significant influence over the distribution network. The Company may not be able to compete successfully against its competitors, many of which may have access to greater financial resources than the Company. In addition, the pace of technological development in the telecommunication market is rapid and these advances (i.e., wireless, fiber optic network infrastructure, etc.) may adversely affect the Company’s ability to compete in this market.

***Competitors’ introduction of products embodying new technologies or the emergence of new industry standards can render existing products or products under development obsolete or unmarketable and result in lost sales.***

The energy and telecommunication industries are characterized by rapid technological change. Satellite, wireless and other communication technologies currently being deployed may represent a threat to copper, coaxial and fiber optic-based systems by reducing the need for wire-line networks. Future advances or further development of these or other new technologies may have a material adverse effect on the Company’s business, operating results and financial condition as a result of lost sales.

***Price increases or decreased availability of raw materials could result in lower earnings.***

The Company’s cost of sales may be materially adversely affected by increases in the market prices of the raw materials used in the Company’s manufacturing processes. The Company may not be able to pass on price increases in raw materials to the Company’s customers through increases in product prices. As a result, the Company’s operating results could be adversely affected. In addition, any decrease or delay in the availability of these materials could slow production and delivery to the Company’s customers. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission established disclosure requirements regarding the supply of certain minerals, known as conflict minerals, originating from the Democratic Republic of Congo and adjoining countries (“Conflict Mineral Rules”). These requirements could adversely affect the availability and pricing of minerals subject to the Conflict Mineral Rules used in the Company’s products.

***The Company’s international operations subject the Company to additional business risks that may have a material adverse effect on the Company’s business, operating results and financial condition.***

International sales account for a substantial portion of the Company’s net sales (61%, 60% and 59% in 2014, 2013 and 2012, respectively) and the Company expects these sales will increase as a percentage of net sales in the future. Due to its international sales, the Company is subject to the risks of conducting business internationally, including unexpected changes in, or impositions of, legislative or regulatory requirements, which could materially adversely affect U.S. dollar sales or operating expenses, tariffs and other barriers and restrictions, potentially longer payment cycles, greater difficulty in accounts receivable collection, reduced or limited protection of intellectual property rights, potentially adverse taxes and the burdens of complying with a variety of international laws and communications standards. The Company is subject to foreign currency volatility which could materially impact the Company’s results. The Company is also subject to general geopolitical risks, such as political and economic instability, social unrest, terrorism and changes in diplomatic and trade relationships, in connection with its international operations. These risks of conducting business internationally may have a material adverse effect on the Company’s business, operating results and financial condition.

***The Company may not be able to successfully integrate businesses that it may acquire in the future or complete acquisitions on satisfactory terms, which could have a material adverse effect on the Company’s business, operating results and financial condition.***

A portion of the Company’s growth in sales and earnings has been generated from acquisitions. The Company expects to continue a strategy of identifying and acquiring businesses with complementary products. In connection with this strategy, the Company faces certain risks and uncertainties relating to acquisitions. The factors affecting this exposure are in addition to the risks faced in the Company’s day-to-day operations. Acquisitions involve a number of special risks, including the risks pertaining to integrating acquired businesses, realizing the benefits of acquired technology and utilizing new personnel. In addition, the Company may incur debt to finance future acquisitions, and the Company may issue securities in connection with future acquisitions that may dilute the holdings of current and future shareholders. Covenant restrictions relating to additional indebtedness could restrict the Company’s ability to pay dividends, fund capital expenditures, consummate additional acquisitions and significantly increase the Company’s interest expense. Any failure to successfully complete acquisitions or to successfully integrate such strategic acquisitions could have a material adverse effect on the Company’s business, operating results and financial condition.

***The Company may have interruptions in or lose business due to the uncertainty of the global economy, specifically the potential impact of bankruptcy among the Company’s suppliers and lack of available funding for the Company’s customers.***

The Company relies on sole source manufacturers for certain materials that complement the Company’s product lines. The current state of economic uncertainty presents a risk that existing suppliers could go out of business or significantly raise their prices. If, due to any of these risk factors, the Company had to relocate the tooling and processes to other manufacturers, there could be an adverse effect on the supply and the Company’s ability to make products on a timely basis. In addition, the demand for the Company’s products is significantly affected by the amount of discretionary business and consumer spending, each of which is impacted by the uncertainty of the global economy. The liquidity and financial position of the Company’s customers could also impact their ability to pay in full and/or on a timely basis. This lack of funding could have a negative impact on the Company’s results of operations.

### The Company may be adversely impacted by laws, regulation, and litigation.

The Company is subject to various laws and regulation. For example, extensive environmental regulations related to air and water quality, the discharge of pollutants, the handling of toxic waste and the handling and transport of products and components classified as hazardous impact its daily operations. The introduction of new laws or regulations, or changes in existing laws or regulations, could increase the costs of doing business.

***We may not be able to successfully manage our intellectual property and may be subject to infringement claims.***

We rely on a combination of contractual rights and patent, trademark, copyright and trade secret laws to establish and protect our proprietary technology. Third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain product offerings or other competitive harm. Others, including our competitors may independently develop similar technology, duplicate or design around our intellectual property, and in such cases we could not assert our intellectual property rights against such parties. We may also be subject to costly litigation in the event our technology infringes upon or otherwise violate a third party’s proprietary rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. We may be forced to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful, especially in countries where such rights are more difficult to enforce. The loss of intellectual property protection or the inability to obtain third party intellectual property could harm our business and ability to compete.

## Properties

As filed, 1,275 characters.

The Company currently owns or leases 29 facilities, which together contain approximately 2.1 million square feet of manufacturing, warehouse, research and development, sales and office space worldwide. Most of the Company’s international facilities contain space for offices, research and engineering (R&E), warehousing and manufacturing with manufacturing using a majority of the space. The following table provides information regarding the Company’s principal facilities:

| Segment | Location | Number of Facilities Manufacturing | Warehouse | R&E | Office | Total Approximate Square Feet Owned | Leased |
| --- | --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Americas | United States | 3 | 3 | 1 | 4 | 705,000 | 27,700 |
|  | Brazil | 1 | 1 | 1 | 1 | 215,500 |  |
|  | Canada | 2 | 2 | 1 | 2 | 117,000 |  |
|  | Mexico | 1 | 1 |  | 1 | 84,000 |  |
| Asia-Pac | Australia | 1 | 1 | 1 | 1 | 122,895 | 78,328 |
|  | China | 1 | 1 |  | 1 | 132,100 |  |
|  | Indonesia | 1 | 1 | 1 |  | 60,100 |  |
|  | Thailand | 1 | 1 |  | 1 | 135,700 |  |
|  | New Zealand | 1 | 1 |  | 1 |  | 46,100 |
| EMEA | Great Britain | 1 | 1 | 1 | 1 | 89,400 |  |
|  | South Africa | 1 | 1 | 1 | 1 | 68,800 |  |
|  | Spain | 1 | 1 | 1 | 1 | 74,000 |  |
|  | Poland | 1 | 1 |  | 1 | 174,400 |  |

## Legal proceedings

As filed, 310 characters.

From time to time, the Company may be subject to litigation incidental to its business. The Company is not a party to any pending legal proceedings that the Company believes would, individually or in the aggregate, have a material adverse effect on its financial condition, results of operations or cash flows.

## Management's discussion and analysis

As filed, 52,873 characters.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the readers of our financial statements better understand our results of operations, financial condition and present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this report.

The MD&A is organized as follows:

- Overview
- Recent Developments
- Market Overview
- Preface
- Results of Operations
- Working Capital, Liquidity and Capital Resources
- Critical Accounting Policies and Estimates
- Recently Adopted Accounting Pronouncements
- New Accounting Standards to be Adopted

OVERVIEW

Preformed Line Products Company (the “Company”, “PLPC”, “we”, “us”, or “our”) was incorporated in Ohio in 1947. We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We also provide solar hardware systems and mounting hardware for a variety of solar power applications. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacture, and marketing of technically advanced products and services related to energy, communications and cable systems and to take advantage of this leadership position to sell additional quality products in familiar markets. We have 29 sales and manufacturing operations in 17 different countries.

We report our segments in four geographic regions: PLP-USA (including corporate), The Americas (includes operations in North and South America without PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific in accordance with accounting standards codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, Segment Reporting. Each segment distributes a full range of our primary products. Our PLP-USA segment is comprised of our U.S. operations manufacturing our traditional products primarily supporting our domestic energy and telecommunications products. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communication and solar products in each respective geographical region.

The segment managers responsible for each region report directly to the Company’s Chief Executive Officer, who is the chief operating decision maker, and are accountable for the financial results and performance of their entire segment for which they are responsible. The business components within each segment are managed to maximize the results of the entire operating segment and company rather than the results of any individual business component of the segment.

We evaluate segment performance and allocate resources based on several factors primarily based on sales and net income.

RECENT DEVELOPMENTS

On January 31, 2014, we acquired Helix Uniformed Limited (Helix), located in Montreal, Quebec, Canada. From an accounting perspective, the acquisition is not considered material. The acquisition of Helix is expected to diversify our business in Canada and The Americas segment in total, expand our manufacturing footprint and enhance our engineering capabilities locally.

MARKET OVERVIEW

Our business continues to be highly concentrated in the energy and communications markets. During the past several years, industry consolidation continued as distributor and service provider consolidations occurred in our major markets. This trend is expected to continue in 2015. The sluggish global economy along with overall geopolitical instability and a lack of commitment by developed countries to upgrade and strengthen their electrical and communication grids combined with very low oil prices could continue to affect construction projects and negatively impact growth opportunities in our core markets in the U.S. and countries such as Brazil and Canada as well as the Asia-Pacific region where the financial situation is expected to be challenging going forward.

In 2014, sales in the energy market declined due to a slowdown in the number and scale of transmission projects along with a decline in energy distribution business as there was a pull-back in substation and distribution construction and maintenance in the Asia-Pacific region. We expect the energy market to be relatively flat in 2015 given continued uncertainty in global markets. We believe that our leadership position in the market will enable us to take advantage of prospects for continued growth as the transmission grid is enhanced and extended. There was some improvement in the telecommunications sector on a worldwide basis.

Our international business is more concentrated in the energy markets. Historically, our international sales were primarily related to the distribution portion of the energy market but have grown through acquisition and new product development to include a significant contribution from the transmission market. We believe that we are well positioned to supply the needs of the world’s diverse energy market requirements as a result of our strategically located operations and array of product designs and technologies.

As economic conditions improve, we believe our efforts will lead to growth in our communications business. Opportunities for growth also look promising internationally where deployment of fixed line telecommunications services and broadband penetration rates remain low as a percentage of the total population.

PREFACE

Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.

Our financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. As foreign currencies weaken against the U.S. dollar, our revenues and costs decrease as the foreign currency-denominated financial statements translate into fewer U.S. dollars. On average, foreign currencies weakened against the U.S. dollar in 2014. The most significant currencies that contributed to this movement were the Australian dollar, the Brazilian real, the South African rand and the Canadian dollar. The fluctuations of foreign currencies during the year ended December 31, 2014 had an unfavorable impact on net sales of $9.3 million as compared to 2013. On a reportable segment basis, the favorable (unfavorable) impact of foreign currency on net sales and net income for the year ended December 31, 2014, was as follows:

| (Thousands of dollars) | Foreign Currency Impact Year Ended December 31, 2014 Net Sales | Net Income |
| --- | ---: | ---: |
| The Americas | $(4,942) | $(141) |
| EMEA | (491) | 12 |
| Asia-Pacific | (3,855) | 218 |
| Total | $(9,288) | $89 |

Despite the current global economy, we believe our business fundamentals are sound and strategically well-positioned as we remain focused on managing costs, increasing sales volumes and delivering value to our customers. We have continued to invest in the business to improve efficiency, develop new products, increase our capacity and become an even stronger supplier to our customers. We currently have a bank debt to equity ratio of 13.9% and can borrow needed funds at an attractive interest rate under our credit facility. The increase in our bank debt to equity ratio, compared to 5.7% at December 31, 2013, was primarily related to financing the acquisition of Helix.

The following table sets forth a summary of the Company’s consolidated income statements and the percentage of net sales for the years ended December 31, 2014 and 2013. The Company’s past operating results are not necessarily indicative of future operating results.

| (Thousands of dollars) | Year Ended December 31 2014 |  | 2013 |  | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $388,185 | 100.0% | $409,776 | 100.0% | $(21,591) | (5)% |
| Cost of products sold | 267,237 | 68.8 | 278,875 | 68.1 | (11,638) | (4) |
| GROSS PROFIT | 120,948 | 31.2 | 130,901 | 31.9 | (9,953) | (8) |
| Costs and expenses | 99,710 | 25.7 | 99,753 | 24.3 | (43) | 0 |
| OPERATING INCOME | 21,238 | 5.5 | 31,148 | 7.6 | (9,910) | (32) |
| Other income | 172 | 0.0 | 646 | 0.2 | (474) | NM |
| INCOME BEFORE INCOME TAXES | 21,410 | 5.5 | 31,794 | 7.8 | (10,384) | (33) |
| Income taxes | 8,549 | 2.2 | 11,207 | 2.7 | (2,658) | (24) |
| NET INCOME | $12,861 | 3.3% | $20,587 | 5.0% | $(7,726) | (38)% |

NM- Not meaningful.

2014 RESULTS OF OPERATIONS COMPARED TO 2013

*Net sales.* In 2014, net sales were $388.2 million, a decrease of $21.6 million, or 5%, compared to 2013. Excluding the unfavorable effect of currency translation, net sales decreased 3% as summarized in the following table:

| (Thousands of dollars) Net sales | Year Ended December 31 2014 | 2013 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $137,564 | $144,054 | $(6,490) | $0 | $(6,490) | (5)% |
| The Americas | 90,871 | 91,497 | (626) | (4,942) | 4,316 | 5 |
| EMEA | 65,446 | 61,543 | 3,903 | (491) | 4,394 | 7 |
| Asia-Pacific | 94,304 | 112,682 | (18,378) | (3,855) | (14,523) | (13) |
| Consolidated | $388,185 | $409,776 | $(21,591) | $(9,288) | $(12,303) | (3)% |

The decrease in PLP-USA net sales of $6.5 million, or 5%, was primarily due to a reduction in transmission sales as a result of fewer projects in the United States. International net sales for the year ended December 31, 2014 were unfavorably affected by $9.3 million when local currencies were converted to U.S. dollars. The following discussion of changes in net sales excludes the effect of currency translation. The Americas net sales of $90.9 million increased $4.3 million, or 5%, primarily due to $13.2 million in sales at Helix, which was acquired in January of 2014, partially offset by lower net transmission sales of $3.8 million and a $4.9 million decrease in solar sales. EMEA net sales of $65.4 million increased $4.4 million, or 7%, primarily due to volume increases in telecommunications and distribution. The Asia-Pacific net sales of $94.3 million decreased $14.5 million, or 13%, compared to 2013. The decrease in net sales is primarily related to lower volume in transmission and substation sales as a result of slowing economies, government deferral of projects and political uncertainty in various locations within the region.

*Gross Profit.* Gross profit of $120.9 million for 2014 decreased $10 million, or 8%, compared to 2013. Excluding the unfavorable effect of currency translation, gross profit decreased $7.8 million, or 6%, as summarized in the following table:

| (Thousands of dollars) Gross profit | Year Ended December 31 2014 | 2013 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $50,615 | $55,969 | $(5,354) | $0 | $(5,354) | (10)% |
| The Americas | 22,190 | 24,815 | (2,625) | (1,300) | (1,325) | (5) |
| EMEA | 22,776 | 21,146 | 1,630 | (94) | 1,724 | 8 |
| Asia-Pacific | 25,367 | 28,971 | (3,604) | (793) | (2,811) | (10) |
| Consolidated | $120,948 | $130,901 | $(9,953) | $(2,187) | $(7,766) | (6)% |

PLP-USA gross profit of $50.6 million decreased $5.4 million compared to 2013. PLP-USA’s $5.4 million decrease in gross profit was predominantly related to the reduction in sales volume. International gross profit for the year ended December 31, 2014 was unfavorably impacted by $2.2 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the effects of currency translation. The Americas gross profit decrease of $1.3 million was primarily the result of lower margin transmission sales and reduced transmission and solar sales. Additionally, while Helix provided a positive contribution to gross profit, it was negatively impacted by the sale of inventories which were adjusted to fair value on the acquisition date. The acquisition was accounted for pursuant to the current business combination standards. In accordance with the standards, we recorded, as of the acquisition date, the acquired inventories at their respective fair values. We have recognized $1.9 million of the acquired inventories fair value adjustment in Cost of products sold. The EMEA gross profit increased $1.7 million primarily as a result of higher net sales in the region. Asia-Pacific gross profit decreased $2.8 million primarily due to a $3.5 million decrease in gross profit from lower net sales partially offset by a $.7 million reduction in production costs and freight expense.

*Costs and expenses.* Costs and expenses of $99.7 million for the year ended December 31, 2014 decreased less than $.1 million, or less than 1%, compared to 2013. Excluding the effect of currency translation, costs and expenses increased 2% as summarized in the following table:

| (Thousands of dollars) Costs and expenses | Year Ended December 31 2014 | 2013 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $37,299 | $38,622 | $(1,325) | $0 | $(1,325) | (3)% |
| The Americas | 19,904 | 16,803 | 3,101 | (1,116) | 4,217 | 25 |
| EMEA | 14,752 | 13,325 | 1,427 | (111) | 1,538 | 12 |
| Asia-Pacific | 27,755 | 31,003 | (3,248) | (1,020) | (2,228) | (7) |
| Consolidated | $99,710 | $99,753 | $(45) | $(2,247) | $2,202 | 2% |

PLP-USA costs and expenses decreased $1.3 million primarily due to $1.5 million decline in personnel related and commission expenses, along with a decrease in net foreign currency exchange losses of $.5 million. The foreign currency exchange losses were primarily related to translating into U.S. dollars our foreign denominated loans, trade receivables and royalty receivables from our foreign subsidiaries at the December 2014 year-end exchange rates. These reductions in expense were partially offset by a $.9 million decline in intercompany royalty income. International costs and expenses for the year ended December 31, 2014 were favorably impacted by $2.2 million when local currencies were translated to U.S. dollars. The following discussions of costs and expenses exclude the effect of currency translation. The Americas costs and expenses increase of $4.2 million was primarily due to a $1.7 million impact related to a refund of VAT and interest and inflation from an income tax refund recorded at our Brazilian location in 2013 that was not repeated in 2014 coupled with a $1.7 million increase in costs and expenses of Helix acquired in January 2014. Additionally, there was an increase of $.4 million in personnel expenses and professional fees along with $.4 million for net interest expense and royalty charges. EMEA costs and expenses increased $1.5 million due primarily to the start-up expenses for additional offices in the region of $1.2 million in addition to personnel cost increases of $.4 million. Asia-Pacific costs and expenses decreased $2.2 million primarily due to lower intercompany expenses of $1 million, a $.3 million decrease in net foreign currency exchange losses, and a $.9 million reduction in employee related and consulting costs.

*Other income (expense).* Other income for the year ended December 31, 2014 of $.2 million decreased $.4 million compared to 2013 due to a $.3 million increase in net interest expense and a $.1 million decrease in net other income.

*Income taxes.* Income taxes for the year ended December 31, 2014 and December 31, 2013 were $8.5 million and $11.2 million, respectively. The effective tax rate was 39.9% and 35.3% in 2014 and 2013, respectively. The 2014 effective tax rate is higher than the 2013 effective tax rate and the 35% U.S. federal statutory tax rate primarily due to the Company providing a valuation allowance against deferred tax assets attributable to operating losses and other deferred tax assets in certain foreign jurisdictions. The impact to the income tax provision of the aforementioned valuation allowance is $1.9 million and is partially offset by a $.6 million benefit primarily related to the inclusion of earnings in jurisdictions with lower tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested. The 2013 effective tax rate is higher than the 35% U.S. federal statutory tax rate primarily due to the Company providing a valuation allowance against deferred tax assets primarily attributable to operating losses in certain foreign jurisdictions.

*Net income*. As a result of the preceding items, net income for the year ended December 31, 2014 was $12.9 million, compared to $20.6 million for 2013. Excluding the effect of currency translation, net income decreased $7.8 million as summarized in the following table:

| (Thousands of dollars) Net income (loss) | Year Ended December 31 2014 | 2013 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $7,933 | $10,875 | $(2,942) | $0 | $(2,942) | (27)% |
| The Americas | 1,947 | 5,896 | (3,949) | (141) | (3,808) | (65) |
| EMEA | 6,192 | 6,047 | 145 | 12 | 133 | 2 |
| Asia-Pacific | (3,211) | (2,231) | (980) | 218 | (1,198) | (54) |
| Consolidated | $12,861 | $20,587 | $(7,726) | $89 | $(7,815) | (38)% |

PLP-USA net income decreased $2.9 million due to a $4 million decrease in operating income partially offset by lower income taxes of $1.2 million. International net income for the year ended December 31, 2014 was favorably affected by $.1 million when local currencies were converted to U.S. dollars. The following discussion of net income excludes the effect of currency translation. The Americas net income decreased $3.8 million as a result of a $5.4 million decrease in operating income and a $.5 million increase in interest expense primarily due from funding for the Helix acquisition partially offset with lower income taxes of $2.1 million. EMEA net income increased $.1 million as a result of a $.2 million increase in operating income partially offset by increased income taxes. Asia-Pacific net loss increased $1.2 million as a result of a $.5 million decrease in operating income coupled with a decrease in other income of $.1 million and an increase in income taxes of $.6 million due to the Company’s decision not to recognize tax benefits attributable to operating losses.

2013 RESULTS OF OPERATIONS COMPARED TO 2012

*Net Sales*. In 2013, net sales were $409.8 million, a decrease of $29.4 million, or 7%, compared to 2012. Excluding the effect of currency translation, net sales decreased $18.9 million as summarized in the following table:

| (Thousands of dollars) Net sales | Year Ended December 31 2013 | 2012 | Change | Change due to currency translation | Change excluding currency tranlation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $144,054 | $162,027 | $(17,973) | $0 | $(17,973) | (11)% |
| The Americas | 91,497 | 92,584 | (1,087) | (4,861) | 3,774 | 4 |
| EMEA | 61,543 | 66,272 | (4,729) | (2,106) | (2,623) | (4) |
| Asia-Pacific | 112,682 | 118,309 | (5,627) | (3,531) | (2,096) | (2) |
| Consolidated | $409,776 | $439,192 | $(29,416) | $(10,498) | $(18,918) | (4)% |

The decrease in PLP-USA net sales of $18 million, or 11%, was due to a sales volume decrease of $16.5 million and a sales mix/price decrease of $1.4 million when compared to 2012. Of the sales volume decrease of $16.5 million, $10.3 million was due to the completion of projects in the transmission market in 2012. International net sales for the year ended December 31, 2013 were unfavorably affected by $10.5 million when local currencies were converted to U.S. dollars. The following discussions of international net sales exclude the effect of currency translation. The Americas net sales of $91.5 million increased $3.8 million, or 4%, primarily due to an increase in energy sales of $2.2 million coupled with higher solar sales of $1.6 million. EMEA’s net sales of $61.5 million decreased $2.6 million, or 4%, primarily due to significant energy transmission investments in the region in 2012 that did not repeat in 2013. The decrease in the energy transmission investments primarily related to the United Kingdom’s government delays on its national grid. Asia-Pacific net sales of $112.7 million decreased $2.1 million, or 2%, compared to 2012. The decrease in net sales was primarily due to lower transmission projects in the region and sales volume decreases in data communication.

*Gross Profit.* Gross profit of $130.9 million for 2013 decreased $13.5 million, or 9%, compared to 2012. Excluding the unfavorable effect of currency translation, gross profit decreased $10.8 million, or 7%, as summarized in the following table:

| (Thousands of dollars) Gross profit | Year Ended December 31 2013 | 2012 | Change | Change due to currency translation | Change excluding currency translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $55,969 | $58,814 | $(2,845) | $0 | $(2,845) | (5)% |
| The Americas | 24,815 | 27,772 | (2,957) | (1,217) | (1,740) | (6) |
| EMEA | 21,146 | 23,358 | (2,212) | (911) | (1,301) | (6) |
| Asia-Pacific | 28,971 | 34,494 | (5,523) | (602) | (4,921) | (14) |
| Consolidated | $130,901 | $144,438 | $(13,537) | $(2,730) | $(10,807) | (7)% |

PLP-USA gross profit of $56 million decreased $2.8 million compared to 2012. As a percentage of net sales, gross profit increased from 36.3% to 38.9% of net sales in 2013. Of PLP-USA’s $2.8 million decrease in gross profit, $6.5 million was due to lower net sales partially offset by $1.7 million of lower pension related expenses, a net decrease in warranty expense of $.8 million, a decrease in the elimination of intercompany profit in ending inventory and lower consulting related expenses. International gross profit for the year ended December 31, 2013 was unfavorably affected by $2.7 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the unfavorable effect of currency translation. The Americas gross profit decrease of $1.7 million was primarily the result of higher material costs of $4.3 million partially offset by $1.2 million from higher net sales and lower production costs of $1.4 million. The EMEA gross profit decrease of $1.3 million was primarily the result of lower net sale. Asia-Pacific gross profit decreased $4.9 million as a result of lower sales, higher product costs in the region, with higher provisions for excess inventory due to changing market conditions.

*Costs and expenses*. Costs and expenses of $99.8 million for the year ended December 31, 2013 decreased $.6 million, or less than 1%, compared to 2012. Excluding the effect of currency translation, costs and expenses increased 2% as summarized in the following table:

| (Thousands of dollars) Costs and expenses | Year Ended December 31 2013 | 2012 | Change | Change due to currency translation | Change excluding currency translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $38,622 | $35,682 | $2,940 | $0 | $2,940 | 8% |
| The Americas | 16,803 | 18,758 | (1,955) | (876) | (1,079) | (6) |
| EMEA | 13,325 | 14,092 | (767) | (327) | (440) | (3) |
| Asia-Pacific | 31,003 | 31,784 | (781) | (932) | 151 | 0 |
| Consolidated | $99,753 | $100,316 | $(563) | $(2,135) | $1,572 | 2% |

PLP-USA costs and expenses increased $2.9 million primarily due to higher net foreign currency exchange losses of $2.6 million, a $.4 million increase in intercompany debt forgiveness, a decrease in intercompany income of $.3 million, and an increase in legal expenses of $.5 million partially offset by lower commissions of $.6 million, a decrease in travel of $.2 million and lower consulting expense of $.1 million. The foreign currency exchange losses were primarily related to translating foreign denominated loans, trade receivables and royalty receivables from our foreign subsidiaries at the December 2013 year-end exchange rates. International costs and expenses for the year ended December 31, 2013 were favorably affected by $2.1 million when local currencies were translated to U.S. dollars. The following discussion of costs and expenses excludes the effect of currency translation. The

Americas costs and expenses decreased $1.1 million primarily due to a $1.1 million VAT refund and interest and inflation from an income tax refund at our Brazilian location, lower commissions of $.1 million and lower employee related costs in the region partially offset by higher net foreign currency exchange losses of $.3 million, higher intercompany related expenses of $.2 million and $.4 million due to higher costs related to geographic market expansion. EMEA costs and expenses decreased $.4 million primarily due to higher net foreign currency exchange gains of $.4 million, lower commission expense of $.1 million and intercompany debt forgiveness in the fourth quarter of 2012 of $1 million, partially offset by an increase in intercompany expenses of $.1 million and higher employee related costs and expenses. Asia-Pacific costs and expenses increased $.2 million primarily due to non-cash goodwill impairment charges of $.9 million related to two entities in the Asia-Pacific region coupled with higher commission expense of $.1 million, higher net foreign currency exchange losses of $.7 million, $1 million related to loan and intercompany interest forgiveness with our EMEA segment in 2012, a $.7 million reduction in the fair value of an acquisition earn-out consideration payment in 2012, partially offset by lower intercompany related expenses of $.2 million, a decrease in costs and expenses of $1.2 million due to the consolidation of our AES acquisition in 2012 into our Australian location and lower personnel related costs.

*Other income (expense).* Other income for the year ended December 31, 2013 of $.6 million decreased less than $.1 million compared to 2012 primarily due to lower other income of $.2 million partially offset by lower net interest expense of $.1 million.

*Income taxes.* Income taxes for the year ended December 31, 2013 and December 31, 2012 were $11.2 million and $15.5 million, respectively. The effective tax rate was 35.3% and 34.7% in 2013 and 2012, respectively. The 2013 effective tax rate is higher than the 2012 effective tax rate and the 35% U.S. federal statutory tax rate primarily due to the Company providing a valuation allowance against deferred tax assets primarily attributable to operating losses in certain foreign jurisdictions. The 2012 effective tax rate is lower than the 35% U.S. federal statutory tax rate primarily due to inclusion of earnings in jurisdictions with lower tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested.

*Net income*. As a result of the preceding items, net income for the year ended December 31, 2013 was $20.6 million, compared to $29.3 million for the year ended December 31, 2012. Excluding the effect of currency translation, net income decreased $8.3 million as summarized in the following table:

| (Thousands of dollars) Net income | Year Ended December 31 2013 | 2012 | Change | Change due to currency translation | Change excluding currency translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $10,875 | $13,290 | $(2,415) | $0 | $(2,415) | (18)% |
| The Americas | 5,896 | 6,763 | (867) | (210) | (657) | (10) |
| EMEA | 6,047 | 6,840 | (793) | (440) | (353) | (5) |
| Asia-Pacific | (2,231) | 2,393 | (4,624) | 206 | (4,830) | NM |
| Consolidated | $20,587 | $29,286 | $(8,699) | $(444) | $(8,255) | (28)% |

NM- Not Meaningful

PLP-USA net income decreased $2.4 million due to a $5.8 million decrease in operating income partially offset by lower income taxes of $3.3 million and an increase in other income of $.1 million. International net income for the year ended December 31, 2013 was unfavorably affected by $.4 million when local currencies were converted to U.S. dollars. The following discussion of net income excludes the effect of currency translation. The Americas net income decreased $.7 million as a result of a decrease in operating income. EMEA net income decreased $.4 million as a result of a $.9 million decrease in operating income partially offset by lower income taxes. Asia-Pacific net income decreased $4.8 million as a result of a $5.1 million decrease in operating income coupled with a decrease in other income of $.1 million partially offset by lower income taxes.

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

#### Management Assessment of Liquidity

We measure liquidity on the basis of our ability to meet short-term and long-term operating needs, fund additional investments, including acquisitions, and make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividends, business acquisitions and access to bank lines of credit.

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. In 2014, we used cash of $17.7 million for capital expenditures. We ended 2014 with $29.6 million of cash and cash equivalents. We have adequate sources of liquidity including available borrowing capacity of $14.9 million and believe we have the ability to generate cash to meet existing or reasonably likely future cash requirements. Our cash and cash equivalents are held in various locations throughout the world. At December 31, 2014, the majority of our cash and cash equivalents are held outside the U.S. We expect accumulated non-U.S. cash balances will remain outside of the U.S. and that we will meet U.S. liquidity needs through future cash flows, use of U.S. cash balances, external borrowings, or some combination of these sources. We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing financial statements for customers where we have identified a measure of increased risk. We closely monitor payments and developments which may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.

Our financial position remains strong and our current ratio at December 31, 2014 and 2013 was 3.6 to 1. Total debt at December 31, 2014 was $33.7 million. At December 31, 2014, our unused availability under our line of credit was $14.9 million and our bank debt to equity percentage was 13.9%. On October 16, 2013, we decreased our borrowing capacity under our credit facility from $90 million to $50 million and on January 23, 2014, we extended the term to January 2017. All other terms, including the interest rate at LIBOR plus 1.125%, remain the same. The line of credit agreement contains, among other provisions, requirements for maintaining levels of working capital, net worth and profitability. At December 31, 2014 and throughout the year, we were in compliance with these covenants.

We expect that our major source of funding for 2015 and beyond will be our operating cash flows, our existing cash and cash equivalents as well as our line of credit agreement. We believe our future operating cash flows will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.

We earn a significant amount of our operating income outside the United States, which, except for current earnings, is deemed to be indefinitely reinvested in foreign jurisdictions. We currently do not intend nor foresee a need to repatriate these funds. We expect domestic cash generated from operations to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayment, and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

#### Sources and Uses of Cash

Cash increased $5.4 million for the year ended December 31, 2014. Net cash provided by operating activities was $25.2 million. The major investing and financing uses of cash were capital expenditures of $17.7 million, the acquisition of Helix for $15 million, net of cash acquired, common share repurchases of $2.2 million and dividends of $4.4 million, offset by net borrowings of $19.6 million. Currency had a positive $.2 million impact on cash and cash equivalents when translating foreign denominated financial statements to U.S. dollars.

Net cash provided by operating activities increased $3.7 million compared to 2013 primarily as a result of an increase in cash generated by operating assets (net of operating liabilities) of $13.2 million partially offset by a decrease in net income of $7.7 million and a decrease in non-cash items of $1.8 million.

Net cash used in investing activities of $33.3 million for the year ended December 31, 2014 represents an increase of $9.2 million when compared to cash used in investing activities for the year ended December 31, 2013. The increase was primarily related to the business acquisition of Helix for $15 million, net of cash acquired, in January 2014, and a decrease in proceeds in property disposals of $.4 million. This additional net cash outlay was reduced by a decline in capital expenditures of $3.4 million for 2014 when compared to the 2013 along with a decrease in 2014 of $2.8 million of fixed term deposits. The decrease in capital expenditures was due mostly to the $10 million related to the expansion of our worldwide corporate headquarters in 2013 and lower capital expenditures at our worldwide locations in 2014 partially offset by the purchase of the land and building at Helix from the prior owner for $2.8 million and plant expansion of $4.8 million at our PLP-USA segment.

Cash generated by financing activities for the year ended December 31, 2014 was $13.2 million compared to a use of $3.2 million in 2013. The $16.4 million increase was primarily a result of an increase in debt borrowings in 2014 compared to 2013 of $14.9 million and a net reduction in cash used in capital stock transactions of $3.3 million partially offset by an increase of dividends paid of $2.1 million. The increase in borrowings was used primarily to finance the acquisition of Helix. The increase in dividends paid in 2014 compared to 2013 resulted from our decision in December 2012 to advance our first and second quarter 2013 expected dividend payments (which would have been payable in January and April 2013) due to the uncertainty of the U.S. tax laws.

We have commitments under operating leases primarily for office and manufacturing space, transportation equipment, office and computer equipment and capital leases primarily for equipment. One such lease is for our aircraft with a lease commitment through December 2015. Under the terms of the lease, we maintain the risk to make up a deficiency from market value attributable to damage, extraordinary wear and tear, excess air hours or exceeding maintenance overhaul schedules required by the Federal Aviation Administration. At the present time, we believe our risks, if any, to be small because the estimated market value of the aircraft approximates its residual value.

Contractual obligations and other commercial commitments are summarized in the following tables:

| Contractual Obligations (Thousands of dollars) | Payments Due by Period Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Notes payable to bank (A) | $1,809 | $1,809 | $0 | $0 | $0 |
| Long-term debt (B) | 31,865 | 116 | 31,704 | 45 | 0 |
| Capital leases | 173 | 83 | 76 | 14 | 0 |
| Operating leases | 18,947 | 2,477 | 2,754 | 2,371 | 11,345 |
| Purchase commitments | 4,064 | 4,064 | 0 | 0 | 0 |
| Pension contribution and other retirement plans (C) | 0 | 0 | 0 | 0 | 0 |
| Income taxes payable, non-current (D) | 0 | 0 | 0 | 0 | 0 |

| Other Commercial Commitments (Thousands of dollars) | Amount of Commitment Expiration by Period Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Letters of credit | $5,482 | $1,884 | $1,877 | $1,721 | $0 |
| Guarantees | 2,412 | 2,397 | 15 | 0 | 0 |

(A) Interest on short-term debt is included in the table at an interest rate of 3.69% in effect at December 31, 2014.

(B) Interest on long-term debt is included in the table at interest rates from 1.29% to 5.59% based on the variable interest rates in effect at December 31, 2014.

(C) The Company does not expect to make a contribution to the Company’s defined benefit pension plan in 2015. Future expected amounts beyond one year have not been disclosed as such amounts are subject to change based on performance of the assets in the plan as well as the discount rate used to determine the obligation. At December 31, 2014, our unfunded contractual obligation was $12.5 million. Our Supplemental Profit Sharing Plan accrued liability at December 31, 2014 was $3.5 million.

(D) As of December 31, 2014, there were $1.7 million of tax liabilities, including interest and penalties, related to unrecognized tax benefits. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, if any, we are unable to estimate the years in which cash settlement may occur with the respective tax authorities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgment and uncertainties, and potentially may result in materially different outcomes under different assumptions and conditions.

Revenue Recognition

Our revenue recognition policy is in accordance with FASB ASC 605, Revenue Recognition. We recognize sales when title passes to the customer either when goods are shipped or when they are delivered and based on the terms of the sale, there is persuasive evidence of an agreement, the price is fixed or determinable and collectability is reasonably assured. Revenue related to shipping and handling costs billed-to customers are included in net sales and the related shipping and handling costs are included in cost of products sold.

Receivable Allowances

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We record estimated allowances for uncollectible accounts receivable based upon the number of days the accounts are past due, the current business environment, and specific information such as bankruptcy or liquidity issues of customers. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. During 2014, we recorded a provision for doubtful accounts of $.8 million. The allowance for doubtful accounts represents approximately 2.8% of our trade receivables balance at December 31, 2014 and 3% of our trade receivables balance at December 31, 2013.

Excess and Obsolescence Reserves

We provide excess and obsolescence reserves to state inventories at the lower of cost or estimated market value. We identify inventory items which have had no usage or are in excess of the usages over the historical 12 to 24 months. A management team with representatives from marketing, manufacturing, engineering and finance reviews these inventory items, determines the disposition of the inventory and assesses the estimated market value based on their knowledge of the product and market conditions. These conditions include, among other things, future demand for product, product utility, unique customer order patterns or unique raw material purchase patterns, changes in customer and quality issues. At December 31, 2014 the allowance for excess and obsolete inventory was 9.3% of gross inventory and at December 31, 2013, the allowance for excess and obsolete inventory was 8.5% of gross inventory. If the impact of market conditions deteriorates from those projected by management, additional inventory reserves may be necessary.

Impairment of Long-Lived Assets

We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the discounted cash flows estimated to be generated by those assets are less than the carrying value of those items. Our cash flows are based on historical results adjusted to reflect the best estimate of future market and operating conditions. The net carrying value of assets not recoverable is then reduced to fair value. The estimates of fair value represent the best estimate based on industry trends and reference to market rates and transactions.

Goodwill

We perform our annual impairment test for goodwill utilizing a discounted cash flow methodology, market comparables, and an overall market capitalization reasonableness test in computing fair value by reporting unit. We then compare the fair value of the reporting unit with its carrying value to assess if goodwill has been impaired. Based on the assumptions as to growth, discount rates and the weighting used for each respective valuation methodology, results of the valuations could be significantly changed. However, we believe that the methodologies and weightings used are reasonable and result in appropriate fair values of the reporting units.

Our measurement date for our annual impairment test is October 1 of each year. We performed our annual impairment tests for goodwill as of October 1, 2014. We did not have any impairment for goodwill or other intangibles for the year ended December 31, 2014. We recorded impairment for goodwill for the year ended December 31, 2013 of $.9 million. See Note J for additional information.

Deferred Tax Assets

Deferred taxes are recognized at currently enacted tax rates for temporary differences between the financial reporting and income tax bases of assets and liabilities and operating loss and tax credit carryforwards. We establish a valuation allowance to record our deferred tax assets at an amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, an adjustment to the valuation allowance would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the valuation allowance would be charged to expense in the period such determination was made.

Uncertain Tax Positions

We identify tax positions taken on the federal, state, local and foreign income tax returns filed or to be filed. A tax position can include: a reduction in taxable income reported in a previously filed tax return or expected to be reported on a future tax return that impacts the measurement of current or deferred income tax assets or liabilities in the period being reported; a decision not to file a tax return; an allocation or a shift of income between jurisdictions; the characterization of income or a decision to exclude reporting taxable income in a tax return; or a decision to classify a transaction, entity or other position in a tax return as tax exempt. We determine whether a tax position is an uncertain or a routine business transaction tax position that is more-likely-than-not to be sustained at the full amount upon examination.

Under FASB ASC 740 (formerly FIN 48), tax benefits from uncertain tax positions that reduce our current or future income tax liability, are reported in our financial statements only to the extent that each benefit is recognized and measured under a two-step approach. The first step requires us to assess whether each tax position based on its technical merits and facts and circumstances as of the reporting date, is more-likely-than-not to be sustained upon examination. The second step measures the amount of tax benefit that we recognize in the financial statements based on a cumulative probability approach. A tax position that meets the more-likely-than-not threshold that is not highly certain is measured based on the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming that the tax authority has examined the position and has full knowledge of all relevant information.

ASC 740 requires subjectivity to identify outcomes and to assign probability in order to estimate the settlement amount. We provide estimates in order to determine settlement amounts. During the year ended December 31, 2014, we recorded an additional liability of $.2 million for uncertain tax positions. At December 31, 2014, the total reserve for uncertain tax positions is $.8 million.

Pensions

We record obligations and expenses related to pension benefit plans based on actuarial valuations, which include key assumptions on discount rates, expected returns on plan assets and compensation increases. These actuarial assumptions are reviewed annually and modified as appropriate. The effect of modifications is generally recorded or amortized over future periods. The discount rate of 4.0% at December 31, 2014 reflects an analysis of yield curves as of the end of the year and the schedule of expected cash needs of the plan. The expected long-term return on plan assets of 8.0% reflects the plan’s historical returns and represents our best estimate of the likely future returns on the plan’s asset mix. We believe the assumptions used in recording obligations under the plans are reasonable based on prior experience, market conditions and the advice of plan actuaries. However, an increase in the discount rate would decrease the plan obligations and the net periodic benefit cost, while a decrease in the discount rate would increase the plan obligations and the net periodic benefit cost. In addition, an increase in the expected long-term return on plan assets would decrease the net periodic pension cost, while a decrease in expected long-term return on plan assets would increase the net periodic pension cost.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In March 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 clarifies the applicable guidance for the release of the cumulative translation adjustment under current U.S. GAAP by emphasizing that the accounting for the release of the cumulative translation adjustment into net income for sales or transfers of a controlling financial interest within a foreign entity is the same irrespective of whether the sale or transfer is of a subsidiary or a group of assets that is a nonprofit activity or business. When a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. The amendments are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We adopted the guidance in the first quarter of 2014 and it did not have an effect on our results of operations, financial condition or cash flow.

In November 2014, the FASB issued ASU 2014-17 “Business Combinations (Topic 805): Pushdown Accounting.” ASU 2014-17 provides specific guidance regarding pushdown accounting for all entities including the ability of an acquired entity to elect to apply pushdown accounting in its separate financial statements upon a change in control event. We adopted ASU 2014-17 prospectively effective November 18, 2014. The adoption of ASU 2014-17 had no impact to the presentation of our consolidated financial statements for the year ended December 31, 2014.

NEW ACCOUNTING STANDARDS TO BE ADOPTED

Changes to GAAP are established by the FASB in the form of ASU’s to the FASB’s ASC.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” or ASU 2014-08. ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. We are required to adopt ASU 2014-08 prospectively for all disposals or components of our business classified as held for sale during the fiscal period beginning after December 15, 2014 and are currently evaluating what impact, if any, its adoption will have to the presentation of our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09. ASU 2014-09 requires an entity to recognize revenue in a matter that depicts 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. To achieve that core principle, the amendment provides five steps that an entity should apply when recognizing revenue. The amendment also specifies the accounting of some costs to obtain or fulfill a contract with a customer and expands the disclosure requirements around contracts with customers. An entity can either adopt this amendment retrospectively to each prior reporting period presented or retrospectively with cumulative effect of initially applying the update recognized at the date of initial application. The amendment is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating what impact, if any, its adoption will have to our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. We are required to adopt ASU 2014-15 prospectively for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We are currently evaluating what impact, if any, its adoption will have to the presentation of our consolidated financial statements.

## Market risk

As filed, 2,995 characters.

The Company operates manufacturing facilities and offices around the world and uses fixed and floating rate debt to finance the Company’s global operations. As a result, the Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations and market risk related to changes in interest rates and foreign currency exchange rates. The Company believes that the political and economic risks related to the Company’s international operations are mitigated due to the stability of the countries in which the Company’s largest international operations are located.

The Company does not hold derivatives for trading purposes.

The Company’s primary currency rate exposures are related to foreign denominated debt, intercompany debt, forward exchange contracts, foreign denominated receivables and cash and short-term investments. A hypothetical 10% change in currency rates would have a favorable/unfavorable impact on net fair values of $6.9 million and on income before tax of $4.2 million.

The Company is exposed to market risk, including changes in interest rates. The Company is subject to interest rate risk on its variable rate revolving credit facilities and term notes, which consisted of borrowings of $33.7 million at December 31, 2014. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $.2 million for the year ended December 31, 2014.

Included in our accounting for defined benefit pension plan are assumptions on future discount rates and the expected return on Plan assets. The Company considers current market conditions, including changes in interest rates and plan asset investment returns. Actuarial assumptions may differ materially from actual results due to changing market and economic conditions or higher or lower withdrawal rates. These differences may result in a significant impact to the amount of net pension expense or income recorded in the future.

A discount rate is used to determine the present value of future payments. In general, our liability increases as the discount rate decreases and decreases as the discount rate increases. The discount rate used to determine our future benefit obligation was 4.0% and 5.0% at December 31, 2014 and 2013, respectively. The discount rate is a significant factor in determining the amounts reported. A 50 basis point change in the discount rate of 4.0% used at December 31, 2014 would have a $2.5 million effect on the Plan’s projected benefit obligation.

The Company developed the expected return on plan assets by considering various factors which include targeted asset allocation percentages, historical returns, and expected future returns. The Company assumed an expected rate of return of 8.0% in both 2014 and 2013. A 50 basis point change in the expected rate of return would have a $.1 million effect on the Plan’s subsequent year’s net periodic pension cost.

## Controls and procedures

As filed, 6,755 characters.

### Evaluation of Disclosure Controls and Procedures

The Company’s Principal Executive Officer and Principal Financial Officer have concluded based on their review thereof that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, were effective as of December 31, 2014.

### Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of the consolidated financial statements in accordance with generally accepted accounting principles.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and Vice President of Finance, 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).*

The Company acquired Helix Uniformed Limited (Helix) on January 31, 2014. Helix represented six percent of the Company’s total assets as of December 31, 2014. As this acquisition occurred during the last 12 months, the scope of management’s assessment of the effectiveness of internal control over financial reporting does not include Helix. This exclusion is in accordance with the SEC’s general guidance that assessments of recently acquired businesses may be omitted from the Company’s scope in the year of acquisition.

Based upon its assessment, management concluded that the Company’s internal control over financial reporting was effective 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 Ernst & Young LLP, an independent registered public accounting firm, who expressed an unqualified opinion as stated in their report, a copy of which is included below.

### Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2014 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

### Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

of Preformed Line Products Company

We have audited Preformed Line Products Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Preformed Line Products Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 of the company are being made only in accordance with authorizations of management and 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 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.

In our opinion, Preformed Line Products Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Preformed Line Products Company as of December 31, 2014 and 2013 and the related consolidated statements of consolidated income, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2014 and our report dated March 12, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

March 12, 2015

Filed Mar 12, 2015.
Source: SEC EDGAR, the filing index for accession 0001193125-15-088960. Last ingested by Listed: Nov 6, 2026, 07:10 ET. No prices; not investment advice.