PREFORMED LINE PRODUCTS CO
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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FY2024 · Filed Mar 13, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)Report of Independent Registered Public Accounting Firm (PCAOB ID: 0042)
Financial Statements and Schedule
| Page | Financial Statements |
| 29 | Consolidated Balance Sheets |
| 30 | Statements of Consolidated Income |
| 31 | Statements of Consolidated Comprehensive Income |
| 32 | Statements of Consolidated Cash Flows |
| 33 | Statements of Consolidated Shareholders’ Equity |
| 34 | Notes to Consolidated Financial Statements |
| Page | Schedule |
| 67 | II - Valuation and Qualifying Accounts |
(b)Exhibits
| ExhibitNumber | Exhibit |
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Registration Statement on Form 10). |
| 3.2 | Amended and Restated Code of Regulations of Preformed Line Products Company (incorporated by reference to the Company’s Registration Statement on Form 10). |
| 3.3 | Amendment to the Amended and Restated Code of Regulations of Preformed Line Products Company, effective May 10, 2016 (incorporated by reference to the Company's Registration Statement on Form 10). |
| 4.1 | Description of Specimen Share Certificate (incorporated by reference to the Company’s Registration Statement on Form 10). |
| 4.2 | Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company’s 10-K filed for the year ended December 31, 2019) |
| 10.1 | Preformed Line Products Company 1999 Employee Stock Option Plan (incorporated by reference to the Company's Registration Statement on Form 10).* |
| 10.2 | Preformed Line Products Company Executive Life Insurance Plan – Summary (incorporated by reference to the Company’s Registration Statement on Form 10).* |
| 10.3 | Preformed Line Products Company Supplemental Profit Sharing Plan (incorporated by reference to the Company’s Registration Statement on Form 10).* |
| 10.4 | Preformed Line Products Company 2016 Incentive Plan (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2020). |
| 10.5 | Preformed Line Products Company Amended and Restated Long Term Incentive Plan of 2008 (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on March 11, 2011).* |
| 10.6 | Deferred Shares Plan (incorporated by reference to the Company’s 8-K current report filing dated August 21, 2008). |
| 10.7 | Amended and Restated Loan Agreement dated September 24, 2015 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s 10-K filing for the year ended December 31, 2015). |
| 10.8 | Amendment to Amended and Restated Loan Agreement dated November 6, 2015 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s 10-K filing for the year ended December 31, 2015). |
| 10.9 | Preformed Line Products Company 2016 Incentive Plan (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2020). |
| 10.1 | Promissory Note dated June 27, 2016, between the Company and PNC Bank, National Association (incorporated by reference to the Company’s Form 10-Q filing for the quarter ended June 30, 2016). |
| 10.11 | Amendment No. 2 to Amended and Restated Loan Agreement dated August 22, 2016 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s Form 10-Q filing for the quarter ended September 30, 2016). |
| 10.12 | Amended and Restated Line of Credit Note dated August 22, 2016 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s Form 10-Q filing for the quarter ended September 30, 2016). |
| 10.13 | Amended and Restated Line of Credit Note dated March 13, 2018 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s Form 10-Q filing for the quarter ended March 31, 2018). |
| 10.14 | Amendment No. 3 to Amended and Restated Line of Credit Note dated March 13, 2018 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s Form 10-Q filing for the quarter ended March 31, 2018). |
| 10.15 | Term Note April 25, 2019 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s 10-Q filing for the quarter ended March 31, 2019). |
| 10.16 | Joinder and Amendment No. 5 to Amended and Restated Line of Credit Note dated April 25, 2019 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s 10-Q filing for the quarter ended March 31, 2019). |
| 10.17 | Amended and Restated Loan Agreement, dated April 17, 2020, between the Company and PNC Bank, National Association Joinder and Amendment No. 5 to Amended and Restated Line of Credit Note dated April 25, 2019 between the Company and PNC Bank, National Association (incorporated by reference to the Company’s 10-Q filing for the quarter ended June 30, 2020). |
| 10.18 | Promissory Note dated December 31, 2020, between the Company and PNC Bank National Association (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2020). |
| 10.19 | Amended and Restated Loan Agreement, dated March 2, 2022, between the Company and PNC Bank, National Association Joinder, (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2021). |
| 10.20 | Amendment No. 12 to Amended and Restated Line of Credit Note, dated March 2, 2022, between the Company and PNC Bank, National Association, (incorporated by reference to the Company's 10-K filing for the year ended December 31, 2021). |
| 10.21 | Amendment No. 13 to Amended and Restated Line of Credit Note, dated August 31, 2022, between the Company and PNC Bank, National Association (incorporated by reference to the Company's 10-Q filing for the quarter ended September 30, 2022). |
| 14.1 | Preformed Line Products Amended Company Code of Conduct (incorporated by reference to the Company’s 10-K filed for the year ended December 31, 2019) |
| 19 | Preformed Line Products Company Insider Trading Policy as of February 13, 2025, filed herewith. |
| 21 | Subsidiaries of Preformed Line Products Company, filed herewith. |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, filed herewith. |
| 31.1 | Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 31.2 | Certification of the Principal Accounting Officer, Andrew S. Klaus, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| 32.1 | Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
| 32.2 | Certification of the Principal Accounting Officer, Andrew S. Klaus, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
| 97.1 | Preformed Line Products Company Clawback Policy adopted on August 2, 2023 (incorporated by reference to the Company's 10-K filed for the year ended December 31, 2023). |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
*Indicates management contracts or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Preformed Line Products Company | |
| March 13, 2025 | /s/ Robert G. Ruhlman |
|---|---|
| Robert G. Ruhlman | |
| Executive Chairman | |
| (principal executive officer) | |
| March 13, 2025 | /s/ Andrew S. Klaus |
| Andrew S. Klaus | |
| Chief Financial Officer | |
| (principal financial and accounting officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacity and on the dates indicated.
| March 13, 2025 | /s/ Robert G. Ruhlman |
|---|---|
| Robert G. Ruhlman | |
| Executive Chairman | |
| March 13, 2025 | /s/ Glenn E. Corlett |
| Glenn E. Corlett | |
| Director | |
| March 13, 2025 | /s/ Matthew D. Frymier |
| Matthew D. Frymier | |
| Director | |
| March 13, 2025 | /s/ Michael E. Gibbons |
| Michael E. Gibbons | |
| Director | |
| March 13, 2025 | /s/ Steven Kestner |
| R. Steven Kestner | |
| Director | |
| March 13, 2025 | /s/ Richard R. Gascoigne |
| Richard R. Gascoigne | |
| Director | |
| March 13, 2025 | /s/ Ryan Ruhlman |
| J. Ryan Ruhlman | |
| Director | |
| March 13, 2025 | /s/ Meagan A. R. Cross |
| Maegan A. R. Cross | |
| Director | |
| March 13, 2025 | /s/ David C. Sunkle |
| David C. Sunkle | |
| Director |
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