UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Preformed Line Products Company

(Exact Name of Registrant as Specified in Its Charter)

Ohio		34-0676895
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
660 Beta Drive
Mayfield Village, Ohio		44143
(Address of Principal Executive Office)		(Zip Code)

(440) 461-5200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting Company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of common shares outstanding as of November 3, 2008: 5,223,180.

 

 

Table of Contents

		Page
Part I — Financial Information
Item 1. Financial Statements and Supplementary Data			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			28
Part II — Other Information
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults Upon Senior Securities			29
Item 4. Submission of Matters to a Vote of Security Holders			29
Item 5. Other Information			29
Item 6. Exhibits			30
SIGNATURES			32
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

		September 30,				December 31,
Thousands of dollars, except share data		2008				2007
						(restated)
ASSETS
Cash and cash equivalents		$	24,775			$	23,392
Accounts receivable, less allowances of $1,177 ($1,199 in 2007)			46,752				37,002
Inventories — net			47,020				43,788
Deferred income taxes			3,218				2,982
Prepaids and other			5,811				4,098
Current assets of discontinued operations			—				12,188
TOTAL CURRENT ASSETS			127,576				123,450
Property and equipment — net			60,934				58,506
Patents and other intangibles — net			4,287				5,637
Goodwill			6,140				3,928
Deferred income taxes			4,213				3,744
Other assets			8,193				8,601
TOTAL ASSETS		$	211,343			$	203,866
LIABILITIES AND SHAREHOLDERS’ EQUITY
Notes payable to banks		$	2,858			$	4,076
Current portion of long-term debt			948				1,949
Trade accounts payable			19,041				15,178
Accrued compensation and amounts withheld from employees			9,742				6,995
Accrued expenses and other liabilities			9,223				6,829
Accrued profit-sharing and other benefits			3,330				3,577
Dividends payable			1,053				1,076
Income taxes payable			2,089				772
Current liabilities of discontinued operations			—				1,897
TOTAL CURRENT LIABILITIES			48,284				42,349
Long-term debt, less current portion			2,854				3,010
Unfunded pension obligation			3,122				2,787
Income taxes payable, noncurrent			1,270				1,837
Deferred income taxes			1,147				1,486
Other noncurrent liabilities			1,962				1,772
Minority interests			1,381				904
SHAREHOLDERS’ EQUITY
Common stock — $2 par value, 15,000,000 shares authorized, 5,223,180 and 5,380,956 issued and outstanding, net of 551,059 and 378,333 treasury shares at par, respectively			10,446				10,762
Paid in capital			3,402				2,720
Retained earnings			144,917				140,339
Accumulated other comprehensive loss			(7,442	)			(4,100	)
TOTAL SHAREHOLDERS’ EQUITY			151,323				149,721
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	211,343			$	203,866

See notes to consolidated financial statements.

PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)

		Three month periods ended September 30,								Nine month periods ended September 30,
In thousands, except per share data		2008				2007				2008				2007
						(restated)								(restated)
Net sales		$	73,952			$	60,413			$	209,179			$	170,464
Cost of products sold			48,489				38,974				141,034				111,743
GROSS PROFIT			25,463				21,439				68,145				58,721
Costs and expenses
Selling			6,119				5,462				17,879				16,516
General and administrative			7,506				6,347				22,553				17,999
Research and engineering			2,218				1,731				6,545				5,185
Other operating expenses (income) — net			462				(169	)			605				141
Goodwill impairment			—				—				—				199
			16,305				13,371				47,582				40,040
OPERATING INCOME			9,158				8,068				20,563				18,681
Other income (expense)
Interest income			225				264				655				805
Interest expense			(138	)			(140	)			(415	)			(437	)
Other income (expense)			176				(9	)			196				(22	)
			263				115				436				346
INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND DISCONTINUED OPERATIONS			9,421				8,183				20,999				19,027
Income taxes			2,807				2,663				6,604				6,838
INCOME BEFORE MINORITY INTERESTS AND DISCONTINUED OPERATIONS			6,614				5,520				14,395				12,189
Minority interests, net of tax			(157	)			(24	)			(268	)			(24	)
INCOME FROM CONTINUING OPERATIONS			6,457				5,496				14,127				12,165
Income (loss) from discontinued operations, net of tax			(34	)			96				735				143
NET INCOME		$	6,423			$	5,592			$	14,862			$	12,308
Income per share from continuing operations — basic		$	1.24			$	1.02			$	2.67			$	2.27
Income (loss) per share from discontinued operations — basic		$	(0.01	)		$	0.02			$	0.14			$	0.03
Total net income per share — basic		$	1.23			$	1.04			$	2.81			$	2.30
Income per share from continuing operations — diluted		$	1.23			$	1.01			$	2.64			$	2.25
Income (loss) per share from discontinued operations — diluted		$	(0.01	)		$	0.02			$	0.14			$	0.02
Total net income per share — diluted		$	1.22			$	1.03			$	2.78			$	2.27
Cash dividends declared per share		$	0.20			$	0.20			$	0.60			$	0.60
Weighted-average number of shares outstanding — basic			5,218				5,379				5,298				5,369
Weighted-average number of shares outstanding — diluted			5,269				5,437				5,345				5,418

See notes to consolidated financial statements.

PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)

		Nine Month Periods Ended September 30,
Thousands of dollars		2008				2007
						(restated)
OPERATING ACTIVITIES
Net income		$	14,862			$	12,308
Less: income from discontinued operations			735				143
Income from continuing operations			14,127				12,165
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			6,054				5,164
Provision for accounts receivable allowances			395				626
Provision for inventory reserves			1,236				743
Deferred income taxes			(1,044	)			45
Stock-based compensation expense			196				188
Excess tax benefits from stock-based awards			(74	)			(193	)
Goodwill impairment			—				199
Net investment in life insurance			(281	)			71
Minority interest			268				24
Other — net			51				50
Changes in operating assets and liabilities:
Accounts receivable			(11,663	)			(9,120	)
Inventories			(6,447	)			(6,876	)
Trade accounts payables and accrued liabilities			9,269				4,015
Income taxes payable			2,060				1,259
Other — net			(60	)			(622	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			14,087				7,738
INVESTING ACTIVITIES
Capital expenditures			(9,002	)			(6,593	)
Business acquisitions — net of cash acquired			(644	)			(8,443	)
Proceeds from the sale of discontinued operations			10,486				—
Proceeds from the sale of property and equipment			201				152
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			1,041				(14,884	)
FINANCING ACTIVITIES
Decrease in notes payable to banks			(800	)			(111	)
Proceeds from the issuance of long-term debt			6,500				1,311
Payments of long-term debt			(7,810	)			(1,309	)
Dividends paid — net			(3,195	)			(2,469	)
Excess tax benefits from stock-based awards			74				193
Proceeds from issuance of common shares			442				487
Purchase of common shares for treasury			(7,458	)			(328	)
NET CASH USED IN FINANCING ACTIVITIES			(12,247	)			(2,226	)
Effects of exchange rate changes on cash and cash equivalents			(860	)			777
Net increase (decrease) in cash and cash equivalents			2,021				(8,595	)
NET CASH USED IN DISCONTINUED OPERATIONS
Operating cash flows			958				333
Investing cash flows			(1,596	)			(365	)
Financing cash flows			—				(750	)
Effects of exchange rate changes on cash and cash equivalents			—				2
NET CASH USED IN DISCONTINUED OPERATIONS			(638	)			(780	)
Cash and cash equivalents at beginning of year			23,392				29,949
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	24,775			$	20,574

See notes to consolidated financial statements.

PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In thousands, except share and per share data

NOTE A — BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Preformed Line Products Company (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. However, in the opinion of management, these consolidated financial statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three and nine month periods ended September 30, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008.

The consolidated balance sheet at December 31, 2007 has been derived from the audited consolidated financial statements, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes to consolidated financial statements included in the Company’s 2007 Annual Report on Form 10-K filed on April 7, 2008 with the Securities and Exchange Commission.

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentation.

Restatement

Subsequent to the issuance of the consolidated financial statements for the three and nine month periods ended September 30, 2007, the Company determined that (a) the write-off of goodwill related to its Thailand operations of $.2 million should have been recorded during the first quarter of 2007, (b) the $.2 million charge related to the step-up in inventory valuation in the purchase price allocation for the acquisition of Direct Power and Water Corporation (DPW) on March 22, 2007 should have been recorded during the second quarter of 2007, and (c) intercompany profit of $.9 million in inventory at September 30, 2007 should not have been recognized in earnings until the inventory was sold to a third party. The $.9 million adjustment consisted of $.6 million of profit in inventory remaining at the end of the first quarter, $.2 million of profit in inventory remaining at the end of the second quarter and $.1 million of profit in inventory remaining at the end of the third quarter. As a result, the Company has restated the accompanying consolidated financial statements for the three and nine month periods ended September 30, 2007.

The effect of the restatement is as follows:

		As previously reported
		Three month periods				Nine month periods
		ended September 30, 2007				ended September 30, 2007
Cost of products sold		$	43,316			$	123,631
Gross profit			22,783				62,752
Goodwill impairment			—				—
Operating income			8,327				20,199
Income before income tax and minority interest			8,457				20,593
Income tax			2,769				7,371
Income before minority interest			5,688				13,222
Minority interest			(24	)			(24	)
Net income			5,664				13,198
Net income per share — basic		$	1.05			$	2.46
Net income per share — diluted		$	1.04			$	2.44
Operating Cash Flows:
Net income						$	13,198
Goodwill impairment							—
Inventories							(7,275	)
Income Taxes							1,412

		As restated
		Three month periods				Nine month periods
		ended September 30, 2007				ended September 30, 2007
Cost of products sold		$	43,431			$	124,724
Gross profit			22,668				61,659
Goodwill impairment			—				199
Operating income			8,213				18,907
Income before income tax and minority interest			8,343				19,301
Income tax			2,727				6,969
Income before minority interest			5,616				12,332
Minority interest			(24	)			(24	)
Net income			5,592				12,308
Net income per share — basic		$	1.04			$	2.30
Net income per share — diluted		$	1.03			$	2.27
Operating Cash Flows:
Net income						$	12,308
Goodwill impairment							199
Inventories							(6,182	)
Income Taxes							1,010

Certain of the restated amounts above do not agree with the statements of consolidated income due to the sale of discontinued operations in May 2008, as discussed in Note L — Discontinued Operations.

NOTE B — OTHER FINANCIAL STATEMENT INFORMATION

Inventories — net

		September 30,				December 31,
		2008				2007
Finished products		$	21,673			$	20,417
Work-in-process			2,618				2,363
Raw materials			32,541				29,860
			56,832				52,640
Excess of current cost over LIFO cost			(5,038	)			(3,733	)
Noncurrent portion of inventory			(4,774	)			(5,119	)
		$	47,020			$	43,788

During the first quarter of 2008, management determined that $.5 million of its current inventory balance should have been classified as noncurrent at December 31, 2007. In addition to this reclassification from current to noncurrent, management also identified and corrected the classification of certain inventory balances between the categories of inventory at December 31, 2007. Although management determined that these adjustments were not material, quantitatively or qualitatively, to the consolidated balance sheet at December 31, 2007, the reclassifications are included in the December 31, 2007 column in the above table. Noncurrent inventory is included in other assets on the consolidated balance sheets.

Property and equipment — net

Major classes of property and equipment are stated at cost and were as follows:

		September 30,				December 31,
		2008				2007
Land and improvements		$	5,875			$	6,223
Buildings and improvements			47,589				44,537
Machinery and equipment			95,435				91,376
Construction in progress			4,981				6,053
			153,880				148,189
Less accumulated depreciation			92,946				89,683
		$	60,934			$	58,506

Property and equipment includes $.4 million of purchases in trade accounts payable at September 30, 2008 and $.8 million at December 31, 2007.

Comprehensive income

The components of comprehensive income are as follows:

		Three month periods ended September 30,								Nine month periods ended September 30,
		2008				2007				2008				2007
Net income		$	6,423			$	5,592			$	14,862			$	12,308
Other comprehensive income (loss):
Foreign currency translation adjustments			(8,458	)			2,521				(3,354	)			5,596
Recognized net actuarial loss (gain)			4				(78	)			12				(78	)
Comprehensive income (loss)		$	(2,031	)		$	8,035			$	11,520			$	17,826

Legal proceedings

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.

NOTE C — PENSION PLANS

PLP-USA hourly employees of the Company who meet specific requirements as to age and service are covered by a defined benefit pension plan. The Company uses a December 31 measurement date for this plan. Net periodic benefit cost for the Company’s PLP-USA plan included the following components:

		Three month periods ended September 30,								Nine month periods ended September 30,
		2008				2007				2008				2007
Service cost		$	167			$	177			$	502			$	531
Interest cost			256				235				768				704
Expected return on plan assets			(261	)			(235	)			(783	)			(704	)
Recognized net actuarial loss (gain)			6				(26	)			18				(78	)
Net periodic benefit cost		$	168			$	151			$	505			$	453

During the nine month period ended September 30, 2008, $.2 million of contributions have been made to the plan. The Company does not anticipate contributing any additional money to fund its pension plan in 2008.

NOTE D — COMPUTATION OF EARNINGS PER SHARE

Basic earnings per share were computed by dividing net income by the weighted-average number of shares of common stock outstanding for each respective period. Diluted earnings per share were calculated by dividing net income by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented.

The calculation of basic and diluted earnings per share for the three and nine month periods ended September 30, 2008 and 2007 were as follows:

		Three month periods ended September 30,								Nine month periods ended September 30,
		2008				2007				2008				2007
Numerator
Income from continuing operations		$	6,457			$	5,496			$	14,127			$	12,165
Income (loss) from discontinued operations			(34	)			96				735				143
Net income		$	6,423			$	5,592			$	14,862			$	12,308
Denominator
Determination of shares
Weighted-average common shares outstanding			5,218				5,379				5,298				5,369
Dilutive effect — stock-based awards			51				58				47				49
Diluted weighted-average common shares outstanding			5,269				5,437				5,345				5,418
Earnings per common share
Basic
Income from continuing operations		$	1.24			$	1.02			$	2.67			$	2.27
Income (loss) from discontinued operations		$	(0.01	)		$	0.02			$	0.14			$	0.03
Total net income		$	1.23			$	1.04			$	2.81			$	2.30
Diluted
Income from continuing operations		$	1.23			$	1.01			$	2.64			$	2.25
Income (loss) from discontinued operations		$	(0.01	)		$	0.02			$	0.14			$	0.02
Total net income		$	1.22			$	1.03			$	2.78			$	2.27

For the three and nine month periods ended September 30, 2008, 13,000 stock options were excluded from the calculation of diluted earnings per share due to the average market price being lower than the exercise price, and as such they are anti-dilutive. For the nine month period ended September 30, 2007, 5,000 stock options were excluded from the calculation of diluted earnings per share due to the average market price being lower than the exercise price, and as such they are anti-dilutive.

NOTE E — GOODWILL AND OTHER INTANGIBLES

The Company performed its annual impairment test for goodwill pursuant to SFAS No. 142, “Goodwill and Intangible Assets” as of January 1, 2008, and determined that no adjustment to the carrying value of goodwill was required. The aggregate amortization expense for other intangibles with finite lives for each of the three and nine month periods ended September 30, 2008 was $.1 million and $.4 million, and for the three and nine month periods ended September 30, 2007 was $.1 million and $.2 million. Amortization expense is estimated to be $.5 million annually for 2008 through 2011 and $.4 million for 2012.

The Company’s addition of $2.3 million to goodwill is related to the acquisition of DPW in the amount of $.5 million, the joint venture formed between the Company’s Australian subsidiary and BlueSky Energy Pty Ltd in the amount of $.5 million and $1.4 million related to the acquisition of Belos SA (Belos) (see Note K — Business Combinations for further details). The changes in the carrying amount of goodwill, by segment, for the nine month period ended September 30, 2008, are as follows:

		Australia				South Africa				Belos				All Other				Total
Balance at January 1, 2008		$	1,782			$	57			$	—			$	2,089			$	3,928
Additions			462				—				1,370				489				2,321
Currency translation			(181	)			(10	)			57				25				(109	)
Balance at September 30, 2008		$	2,063			$	47			$	1,427			$	2,603			$	6,140

The Company’s patents and other intangibles consist of:

		September 30, 2008								December 31, 2007
		Gross Carrying				Accumulated				Gross Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Finite-lived intangible assets
Patents		$	4,810			$	(2,822	)		$	4,812			$	(2,585	)
Land use rights			1,653				(30	)			1,259				(8	)
Customer relationships			1,003				(327	)			985				(154	)
		$	7,466			$	(3,179	)		$	7,056			$	(2,747	)
Indefinite-lived intangible assets
Trademarks		$	—							$	1,328
Goodwill			6,140								3,928
		$	6,140							$	5,256

NOTE F — STOCK BASED COMPENSATION

The 1999 Stock Option Plan

The 1999 Stock Option Plan (the Plan) permits the grant of 300,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant. At September 30, 2008 there were 9,000 options remaining available for issuance under the Plan. Options issued to date under the Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years, and expire ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

There were 13,000 options granted during the nine month period ended September 30, 2008 and 20,000 options granted during the nine month period ended September 30, 2007 under the Plan. The fair value for the stock options granted in 2008 and 2007 were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

		2008				2007
Risk-free interest rate			4.2	%			4.3	%
Dividend yield			2.8	%			2.9	%
Expected life (years)			6				6
Expected volatility			34.4	%			37.9	%

Activity in the Company’s stock option plan for the nine month period ended September 30, 2008 was as follows:

						Weighted				Weighted
						Average				Average
		Number				Exercise				Remaining				Aggregate
		of				Price per				Contractual				Intrinsic
		Shares				Share				Term (Years)				Value
Outstanding at January 1, 2008			110,942			$	25.25
Granted			13,000			$	51.62
Exercised			(14,950	)		$	29.56
Forfeited			(1,250	)		$	32.24
Outstanding (vested and expected to vest) at September 30, 2008			107,742			$	27.75				5.4			$	3,296
Exercisable at September 30, 2008			83,742			$	22.91				4.4			$	2,967

The weighted—average grant-date fair value of options granted during 2008 and 2007 was $15.52 and $11.93, respectively. The total intrinsic value of stock options exercised during the nine month periods ended September 30, 2008 and 2007 was $.3 million and $.7 million, respectively. Cash received for the exercise of stock options during 2008 was $.4 million. The total fair value of stock options vested during the nine month periods ended September 30, 2008 and 2007 was $.2 million and $.1 million, respectively.

For the nine month periods ended September 30, 2008 and 2007, the Company recorded compensation expense related to the stock options of $.1 million and $.2 million, respectively. The total compensation cost related to nonvested awards not yet recognized at September 30, 2008 is expected to be $.2 million over principally one year.

The excess tax benefits from stock-based awards for the nine month period ended September 30, 2008 was less than $.1 million and represents the reduction in income taxes otherwise payable during the period, attributable to actual gross tax benefits in excess of the expected tax benefits for options exercised in the current period.

Long Term Incentive Plan of 2008

The Company’s Shareholders approved the Preformed Line Products Company Long Term Incentive Plan of 2008 at the 2008 Annual Meeting of Shareholders on April 28, 2008. Under the Preformed Line Products Company Long Term Incentive Plan of 2008 (the “LTIP Plan”), certain employees, officers, and directors will be eligible to receive awards of options and restricted shares. The purpose of this LTIP Plan is to give the Company and its subsidiaries a competitive advantage in attracting, retaining, and motivating officers, employees, and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance. The total number of Company common shares reserved for awards under the LTIP Plan is 400,000. Of the 400,000 common shares, 300,000 common shares have been reserved for full-value awards and 100,000 common shares have been reserved for share options. The LTIP Plan expires on April 17, 2018.

On August 21, 2008, there were 43,639 restricted stock awards granted under the LTIP Plan to the Company’s CEO and six other executives. Of the 43,639 restricted shares granted, 4,273 were time-based awards and 39,366 were performance-based awards. All 43,639 shares were restricted and entitles the participant to one share of common stock. For all of the participants except the CEO, a portion of the restricted stock is subject to time-based cliff vesting and a portion will be subject to vesting based upon the Company’s performance over a three year period. All of the CEO’s restricted stock is subject to vesting based upon the Company’s performance over a three year period.

The restricted shares are offered at no cost to the employees; however, the participant must remain employed with the Company until the restrictions on the restricted stock lapse. The fair value of restricted stock awards is based on the market price of an unrestricted share on the grant date, which was $54.24. The Company currently estimates that no awards will be forfeited. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying statement of consolidated income. Compensation expense related to the time-based restricted stock for the three and nine months ended September 30, 2008 was deminimus. Dividends will be reinvested in additional restricted stock, and held subject to the same vesting requirements as the underlying restricted stock.

Time-based awards will be expensed over a three-year period commencing September 1, 2008 and ending August 31, 2011. As of September 30, 2008, there was $.2 of total unrecognized compensation cost related to time-based restricted stock awards that is expected to be recognized over a period of 2.92 years.

For the performance-based awards, the number of shares of restricted stock in which the participants will vest depends on the Company’s level of performance measured by growth in pretax income and sales growth over a three-year performance period from January 1, 2008 and ending December 31, 2010. Depending on the extent to which the performance criterion are satisfied under the LTIP Plan, the participants are eligible to earn shares of common stock over the vesting period. The maximum potential payout for performance-based compensation costs is $2.1 million at the end of the performance period. Under the LTIP Plan, the performance-based awards measurement period begins on January 1, 2008, with the vesting period beginning September 1, 2008 and ending December 31, 2010. As of September 30, 2008, performance-based compensation cost for the three and nine month periods ended was less than $.1 million. As of September 30, 2008, performance-based restricted stock awards are expected to be recognized over a period of 2.25 years. In the event of a Change in Control, vesting of the restricted stock will be accelerated and all restrictions will lapse. Unvested performance-based awards are based on a maximum potential payout. Actual shares awarded at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance-based award objectives.

To satisfy the vesting of its restricted stock awards, the Company has reserved new shares from its authorized but unissued shares. Any additional granted awards will also be issued from the Company’s authorized but unissued shares. Under the LTIP Plan there are 356,361 common shares currently available for additional grants.

NOTE G — FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This standard does not require new fair value measurements; however, the application of this standard may change current practice for an entity. This standard was effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal periods. This standard enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The standard requires that assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; or Level 3: Unobservable inputs that are not corroborated by market data.

In February 2008, the FASB issued FAS No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (FSP 157-1). This FSP 157-1 amends SFAS No. 157, Fair Value Measurements, to exclude FASB Statement No. 13, “Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13.” This FSP was effective upon the initial adoption of SFAS No. 157.

In February 2008, the FASB issued FASB Staff Position No. 157-2 , “Effective Date of FASB Statement No. 157” (FSP 157-2), which delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. FSP 157-2 states that a measurement is recurring if it happens at least annually and defines nonfinancial assets and nonfinancial liabilities as all assets and liabilities other than those meeting the definition of a financial asset or financial liability in SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment to FAS No. 115” (SFAS 159). The Company adopted FSP 157-2 as of January 1, 2008 as it relates to financial assets and financial liabilities and its adoption did not have an impact on its consolidated financial statements. The Company is currently evaluating the impact that the adoption of SFAS 157, as it relates to nonfinancial assets and liabilities, will have on its consolidated financial results.

In February 2007, the FASB issued SFAS 159. This standard permits entities to measure certain financial instruments and certain other items at fair value. The fair value option established by this standard permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair values option has been elected at each subsequent reporting period. The fair value option election is irrevocable, unless a new election date occurs. SFAS 159 establishes presentation and disclosure requirements to help financial statement users understand the effect of the entity’s election on earnings, but does not eliminate disclosure requirements of other accounting standards. This standard is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Company adopted this standard on January 1, 2008 and did not elect to measure any additional financial instruments or other items at fair value.

NOTE H — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 2008, the FASB issued FSP 157-3 “Determining Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3). FSP 157-3 clarified the application of SFAS No. 157 in an inactive market. It demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The implementation of this standard did not have an impact on the Company’s consolidated financial position and results of operations.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 will be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect the adoption of this standard to have an impact on its financial position, results of operations, or cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS 161). SFAS 161 requires companies with derivative instruments to disclose information on how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect a Company’s financial position, financial performance and cash flows.” SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 161 on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51” (SFAS 160). This standard amends ARB No. 51 to establish accounting and reporting for the noncontrolling interest in a subsidiary and for deconsolidation of a subsidiary. It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of FASB Statement No. 141 (revised 2007), “Business Combinations.” This standard is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (SFAS 141R). SFAS 141R revises the principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired in a business combination or gain from a bargain purchase. SFAS 141R also revises the principles and requirements for how the acquirer determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This pronouncement is effective for the Company as of January 1, 2009.

Both standards, SFAS 160 and 141R, will be applied prospectively to future business combinations entered into beginning in 2009. Certain provisions of SFAS 160 relating to presentation of noncontrolling interests in consolidated balance sheets and statements of consolidated income are required to be adopted retrospectively.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other U.S. generally accepted accounting principles. FSP 142-3 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning December 15, 2008.

NOTE I — SEGMENT INFORMATION

The following table presents a summary of the Company’s reportable segments for the three and nine month periods ended September 30, 2008 and 2007. During the second quarter of 2008, the Company sold its Superior Modular Products (SMP) segment. Therefore the Company has reevaluated its reportable segments. Accordingly, the Company has added Poland, as a reportable segment, which is comprised of the Company’s Belos SA (Belos) operation in Poland. Current year and prior year amounts have been restated to reflect the seven reportable segments. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profit in inventory.

		Three month periods ended September 30,								Nine month periods ended September 30,
		2008				2007				2008				2007
Net sales
PLP-USA		$	30,021			$	24,995			$	85,725			$	79,001
Australia			7,754				7,956				22,442				21,721
Brazil			8,244				7,396				24,183				18,738
South Africa			3,416				2,562				7,553				5,832
Canada			2,613				2,781				7,685				7,721
Poland			6,984				1,595				16,358				1,595
All Other			14,920				13,128				45,233				35,856
Total net sales		$	73,952			$	60,413			$	209,179			$	170,464
Intersegment sales
PLP-USA		$	1,774			$	1,470			$	6,005			$	4,511
Australia			454				15				1,083				98
Brazil			517				335				801				1,262
South Africa			80				205				139				637
Canada			492				21				1,716				54
Poland			(3	)			12				212				12
All Other			1,720				2,408				5,193				7,043
Total intersegment sales		$	5,034			$	4,466			$	15,149			$	13,617
Income from continuing operations
PLP-USA		$	2,935			$	2,200			$	5,284			$	5,085
Australia			245				491				478				1,089
Brazil			327				762				903				1,607
South Africa			706				369				1,620				992
Canada			435				448				1,276				1,128
Poland			764				117				1,369				117
All Other			1,045				1,109				3,197				2,147
Total income from continuing operations		$	6,457			$	5,496			$	14,127			$	12,165
Income (loss) from discontinued operations, net of tax			(34	)			96				735				143
Net income		$	6,423			$	5,592			$	14,862			$	12,308

		September 30,				December 31,
		2008				2007
Identifiable assets
PLP-USA		$	76,818			$	70,535
Australia			23,947				25,122
Brazil			19,745				18,022
South Africa			6,801				4,901
Canada			9,493				8,672
Poland			17,880				13,238
All Other			56,659				51,188
Discontinued operations			—				12,188
Total identifiable assets		$	211,343			$	203,866

NOTE J — INCOME TAXES

The Company’s effective tax rate was 30% and 33% for the three month periods ended September 30, 2008 and 2007, respectively, and 31% and 36% for nine month periods ended September 30, 2008 and 2007, respectively. The lowered effective tax rate for both periods ending September 30, 2008 is primarily due to increased earnings in foreign jurisdictions with lower tax rates and a decrease in unrecognized tax benefits for uncertain tax positions.

The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets will not be realized.

As of September 30, 2008, the Company has gross unrecognized tax positions including the accrual of interest and penalties of approximately $1.3 million. Under the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” the Company may decrease its unrecognized tax benefits by $.4 million within the next twelve months due to the potential expiration of statutes of limitations. The Company recognized $.7 million of tax benefits as a result in the lapse of statutes of limitations for three month period ended September 30, 2008.

NOTE K — BUSINESS COMBINATIONS

On March 22, 2007, the Company acquired all of the issued and outstanding shares of Direct Power and Water Corporation (DPW) for $3 million, subject to a holdback of $.4 million. DPW is a New Mexico company that designs and installs solar systems and manufactures, mounting hardware, battery, and equipment enclosures.  The holdback of $.4 million is held as security for the sellers indemnity obligations. Depending on the post-closing performance of DPW, earn outs may be paid to the sellers for each of the three years following the closing date of acquisition. The Company has recorded an earn out payment of $.4 million as a liability in the purchase price allocation.

The Company’s consolidated balance sheets reflect the acquisition of DPW under the purchase method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation has been finalized.

Current assets		$	1,474
Property and equipment			289
Goodwill			1,756
Other intangibles			944
Total assets acquired			4,463
Current liabilities			(1,045	)
Deferred income taxes			(418	)
Total liabilities assumed			(1,463	)
Net assets acquired		$	3,000

On September 6, 2007, the Company acquired approximately 83.74% of the issued and outstanding shares of Belos for $6 million plus contingent consideration depending on the post-closing performance of Belos in the year following the closing. The Company recorded a current liability of $2.7 million related to contingent consideration. Belos is a Polish company that manufactures and supplies fittings for low, medium, and high voltage power networks in its domestic and export markets.

The Company’s consolidated balance sheets reflect the acquisition of Belos under the purchase method of accounting. Since the cost of the acquired business including the contingent consideration exceeded the fair value assigned to assets acquired and liabilities assumed, the Company recorded goodwill of $1.2 million as part of the final purchase price allocation. The following table summarizes the assigned fair values of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation has been finalized.

Current assets		$	6,088
Property and equipment			5,341
Goodwill			1,196
Other intangibles			1,041
Other assets			437
Total assets acquired			14,103
Current liabilities			(2,744	)
Long term debt, less current portion			(112	)
Other non-current liabilities and deferred taxes			(1,585	)
Minority interest			(850	)
Total liabilities assumed			(5,291	)
Net assets acquired		$	8,812

Of the acquired intangibles, $1 million consists of land use rights with a useful life of 82.25 years and less than $.1 million for certain customer contracts with a useful life of one year.

On May 21, 2008, the Company entered into a Joint Venture Agreement for $.3 million to form a joint venture between the Company’s Australian subsidiary, Preformed Line Products Australia Pty Ltd (PLP-AU) and BlueSky Energy Pty Ltd, a solar systems integration and installation business based in Sydney, Australia. PLP-AU holds a 50% ownership interest in the new joint venture company, which will operate under the name BlueSky Energy Australia (BlueSky), with the option to acquire the remaining 50% ownership interest from BlueSky Energy Pty Ltd over the next five years. BlueSky Energy Pty Ltd has transferred technology and assets to the joint venture. The Company’s consolidated balance sheet as of September 30, 2008 reflects the acquisition of the joint venture under the purchase method of accounting. The allocation of the purchase price has not yet been finalized as the valuation of intangibles has not been completed.

NOTE L — DISCONTINUED OPERATIONS

On May 30, 2008, the Company sold its SMP subsidiary for $11.7 million and recognized a $.5 million gain, net of tax, which includes expenses incurred related to the divestiture of SMP, subject to the finalization of working capital adjustments and a holdback of $1.5 million to be held in escrow for a period of one year. The Company does not provide any significant continuing involvement in the operations of SMP.

The sale of SMP has been accounted for in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long- Lived Assets.” Accordingly, operating results of SMP are presented in the Company’s consolidated statements of operations as discontinued operations, net of tax, and all periods presented have been reclassified. The operation had been reported within the SMP reporting segment, which is comprised of the U.S. operations supporting the Company’s data communication products. The operating results of the business unit for the three and nine month periods ended September 30, 2008, are as follows:

		Three month periods ended September 30,								Nine month periods ended September 30,
		2008				2007				2008				2007
Net Sales		$	—			$	5,686			$	8,308			$	15,919
Income before income taxes			—				160				456				274
Provision for income taxes			—				(64	)			(182	)			(131	)
Gain on sale, net of tax			(34	)			—				461				—
Income (loss) from discontinued operations		$	(34	)		$	96			$	735			$	143

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF  OPERATIONS

Restatement of third quarter 2007

After the filing of the Company’s third quarter 2007 Form 10-Q which included the consolidated financial statements for the three and nine month periods ended September 30, 2007, the Company determined that (a) the write-off of goodwill related to its Thailand operations of $.2 million should have been recorded during the first quarter of 2007, (b) the $.2 million charge related to the step-up in inventory valuation in the purchase price allocation for the acquisition of Direct Power and Water Corporation (DPW) on March 22, 2007 should have been recorded during the second quarter of 2007, and (c) intercompany profit of $.9 million in inventory at September 30, 2007 should not have been recognized in earnings until the inventory was sold to a third party. The $.9 million adjustment consists of $.6 million of profit in inventory remaining at the end of the first quarter, $.2 million of profit in inventory remaining at the end of the second quarter, and $.1 million of profit in inventory remaining at the end of third quarter. As a result, the Company has restated the accompanying consolidated financial statements for the three and nine month periods ended September 30, 2007.

OVERVIEW

Preformed Line Products Company and its subsidiaries (the “Company”, “PLPC”, “we”, “us”, or “our”) 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. 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 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 reportable segments are PLP-USA, Australia, Brazil, South Africa, Canada, Poland, and All Other. Our PLP-USA segment is comprised of our U.S. operations primarily supporting our domestic energy and telecommunications products. The Australia segment is comprised of all of our operations in Australia supporting energy, telecommunications, data communications and solar products. Our Brazil, South Africa, and Canada segments are comprised of the manufacturing and sales operations from those locations which meet at least one of the criteria of a reportable segment. Our final segment is Poland, which is comprised of a manufacturing and sales operation, and has been included as a segment to comply with reporting segments for 75% of consolidated sales. Our remaining operations are included in All Other as none of these operations meet the criteria for a reportable segment and individually represent less that 10% for each of our combined net sales, net income, and assets.

DISCONTINUED OPERATION

Our consolidated financial statements were impacted by the divestiture of Superior Modular Products (SMP) on May 30, 2008. We sold our SMP subsidiary for $11.7 million and recognized a $.5 million gain, net of tax, on the sale of the business, which includes expenses incurred related to the divestiture of SMP, and a holdback of $1.5 million to be held in escrow for a period of one year. We have not provided any significant continuing involvement in the operations of SMP after the closing of the sale. For tax purposes, the sale of SMP generated a capital loss, which was not deductible except for amounts used to offset capital gains in the current year and from a preceding year. A full valuation allowance was provided against the deferred tax asset on the remaining portion of the capital loss carryover.

The operating results of SMP are presented in our consolidated statements of operations as discontinued operations, net of tax, and all periods presented have been reclassified. For the three month period ended September 30, 2008, income (loss) from discontinued operations was less than $(.1) million, or $(.01) per diluted share, compared to income of $.1 million, or $.02 per diluted share, for the same period in 2007. Income from discontinued operations for the nine month period ended September 30, 2008 was $.7 million, or $.14 per diluted share, compared to income from discontinued operations of $.1 million, or $.02 per diluted share, for the same period in 2007.

Preface

Our net sales for the three month period ended September 30, 2008 increased $13.5 million, or 22%, and gross profit increased $4 million, or 19%, compared to the same period in 2007. The favorable impact of the change in the conversion rate of local currencies to U.S. dollars for the three month period ended September 30, 2008 compared to the same period in 2007 contributed $1.7 million to the increase in net sales. Our net sales for the three month period ended September 30, 2008 increased $5.4 million as a result of the acquisition of Belos SA (Belos) located in Poland in the third quarter of 2007. Additionally, PLP-USA net sales increased $5 million for the three month period ended September 30, 2008 compared to the same period in 2007. Gross profit for the three month period ended September 30, 2008 increased $4 million, or 19%, primarily as a result of increased sales but was partially offset by a $2.9 million, a 22% increase in costs and expenses when compared to the same period in 2007. As a result, income from continued operations of $6.5 million, or $1.23 per diluted share, increased $1 million, or $.22 per diluted share, compared to the three month period ended September 30, 2007.

Our net sales for the nine month period ended September 30, 2008 increased $38.7 million, or 23%, and gross profit increased $9.4 million, or 16%, compared to the same period in 2007. The favorable impact of the change in the conversion rate of local currencies to U.S. dollars for the nine month period ended September 30, 2008 compared to the same period in 2007, contributed $8.4 million to the increase in net sales. Our net sales were affected by the acquisition of Belos late in the third quarter of 2007, resulting in an increase in net sales of $14.8 million. Additionally, PLP-USA and South Africa net sales combined increased $9 million for the nine month period ended September 30, 2008 compared to the same period in 2007. Gross profit for the nine month period ended September 30, 2008 increased $9.4 million as a result of increased sales but was partially offset by a $7.5 million, or 19%, increase in costs and expenses. As a result, income from continued operations of $14.1 million, or $2.64 per diluted share, increased $2 million, $.39 per diluted share, compared to the nine month period ended September 30, 2007.

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 2007

Net Sales. For the three month period ended September 30, 2008, net sales were $74 million, an increase of $13.5 million, or 22%, from the same period in 2007 as summarized in the following table:

		Three month periods ended September 30,
														Change
														due to
														currency								%
														conversion				Net				Net
thousands of dollars		2008				2007				Change				rate changes				change				change
Net sales
PLP-USA		$	30,021			$	24,995			$	5,026			$	—			$	5,026				20	%
Australia			7,754				7,956				(202	)			422				(624	)			(8	)
Brazil			8,244				7,396				848				1,114				(266	)			(4	)
South Africa			3,416				2,562				854				(273	)			1,127				44
Canada			2,613				2,781				(168	)			6				(174	)			(6	)
Poland			6,984				1,595				5,389				—				5,389			NM
All Other			14,920				13,128				1,792				478				1,314				10
Consolidated		$	73,952			$	60,413			$	13,539			$	1,747			$	11,792				20	%

NM — not meaningful

The increase in PLP-USA net sales of $5 million, or 20%, was due to sales volume increases of $4.5 million and price/mix increases of $.5 million primarily related to our energy sales. We anticipate a slight increase in sales for the remainder of 2008, although we believe PLP-USA sales for the year will continue to be impacted by the slowing economy and housing market. Excluding the effect of currency conversion, Australia net sales decreased $.6 million, or 8%, primarily as a result of lower energy volume sales compared to the same period in 2007. Excluding the effect of currency conversion, Brazil net sales decreased $.3 million, or 4%, primarily as a result of decreased energy and data communication sales offset by increased telecommunication sales. Excluding the effect of currency conversion, South Africa net sales increased $1.1 million, or 44%, due to increased sales volume in the energy market. Canada net sales decreased $.2 million, or 6%, due to lower sales volume within their markets. Poland net sales of $7 million increased $5.4 million due to the inclusion of Belos in our consolidated results for the three month period ended September 30, 2008, as compared to inclusion of less than one month in the same period of 2007. Excluding the effect of currency conversion, All Other net sales increased $1.3 million, or 10%, compared to 2007, primarily as a result of a $.5 million favorable impact of the change in the conversion rate of local currencies to U.S. dollars for the three month period ended September 30, 2008 compared to the same period in 2007 and an increase in energy sales volume. We continue to see competitive pricing pressures globally which will continue to impact sales and profitability.

Gross profit. Gross profit of $25.5 million for the three month period ended September 30, 2008 increased $4 million, or 19%, compared to the same period in 2007 as summarized in the following table:

		Three month periods ended September 30,
														Change
														due to
														currency								%
														conversion				Net				Net
thousands of dollars		2008				2007				Change				rate changes				change				change
						(restated)
Gross profit
PLP-USA		$	10,730			$	9,171			$	1,559			$	—			$	1,559				17	%
Australia			2,603				2,599				4				144				(140	)			(5	)
Brazil			2,484				2,375				109				331				(222	)			(9	)
South Africa			1,456				1,044				412				(117	)			529				51
Canada			1,144				1,264				(120	)			2				(122	)			(10	)
Poland			2,174				360				1,814				—				1,814			NM
All Other			4,872				4,625				247				209				38				1
Consolidated		$	25,463			$	21,438			$	4,025			$	569			$	3,456				16	%