| Industries |
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| Automobile Manufacturers |
| Asset Management and Custody Banks |
| Construction and Engineering |
| Construction Materials |
| Construction and Farm Machinery and Heavy Trucks |
| Environmental Services |
| Independent Power Producers and Energy Traders |
| Exposures |
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| Express intent |
| Military |
| Provide |
| Cooperate |
| Intelligence |
| Regime |
| Ease |
| Rights |
| Political reform |
| Event Codes |
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| Acknowledge responsibility |
| Yield to order |
| Demonstrate |
| Agree |
| Sports contest |
| Solicit support |
| Human death |
| Yield |
| Bombings |
| Force |
| Grant |
| Yield position |
| Release or return |
| Adjust |
| Wiki | Wiki Summary |
|---|---|
| Environmental, social, and corporate governance | Environmental, social, and corporate governance (ESG) is an approach to evaluating the extent to which a corporation works on behalf of social goals that go beyond the role of a corporation to maximize profits on behalf of the corporation's shareholders. Typically, the social goals advocated within an ESG perspective include working to achieve a certain set of environmental goals, as well as a set of goals having to do with supporting certain social movements, and a third set of goals having to do with whether the corporation is governed in a way that is consistent with the goals of the diversity, equity, and inclusion movement.A variety of governmental organizations and financial institutions have devised ways to measure the extent to which a specific corporation is aligned with ESG goals. |
| Financial statement | Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity.\nRelevant financial information is presented in a structured manner and in a form which is easy to understand. |
| Income statement | An income statement or profit and loss account (also referred to as a profit and loss statement (P&L), statement of profit or loss, revenue statement, statement of financial performance, earnings statement, statement of earnings, operating statement, or statement of operations) is one of the financial statements of a company and shows the company's revenues and expenses during a particular period.It indicates how the revenues (also known as the “top line”) are transformed into the net income or net profit (the result after all revenues and expenses have been accounted for). The purpose of the income statement is to show managers and investors whether the company made money (profit) or lost money (loss) during the period being reported. |
| List of financial performance measures | This article comprises a list of measures of financial performance. |
| Starbucks | Starbucks Corporation is an American multinational chain of coffeehouses and roastery reserves headquartered in Seattle, Washington. It is the world's largest coffeehouse chain. |
| Organizational performance | Organizational performance comprises the actual output or results of an organization as measured against its intended outputs (or goals and objectives).\nOrganizational performance also the success or fulfilment of organization at end of program or projects as it is intended. |
| International Financial Reporting Standards | International Financial Reporting Standards, commonly called IFRS, are accounting standards issued by the IFRS Foundation and the International Accounting Standards Board (IASB). They constitute a standardised way of describing the company's financial performance and position so that company financial statements are understandable and comparable across international boundaries. |
| Financial accounting | Financial accounting is the field of accounting concerned with the summary, analysis and reporting of financial transactions related to a business. This involves the preparation of financial statements available for public use. |
| Corporate social responsibility | Corporate social responsibility (CSR) is a form of international private business self-regulation which aims to contribute to societal goals of a philanthropic, activist, or charitable nature by engaging in or supporting volunteering or ethically oriented practices. While once it was possible to describe CSR as an internal organizational policy or a corporate ethic strategy, that time has passed as various national and international laws have been developed. |
| Risk management | Risk management is the identification, evaluation, and prioritization of risks (defined in ISO 31000 as the effect of uncertainty on objectives) followed by coordinated and economical application of resources to minimize, monitor, and control the probability or impact of unfortunate events or to maximize the realization of opportunities.\nRisks can come from various sources including uncertainty in international markets, threats from project failures (at any phase in design, development, production, or sustaining of life-cycles), legal liabilities, credit risk, accidents, natural causes and disasters, deliberate attack from an adversary, or events of uncertain or unpredictable root-cause. |
| Balance sheet | In financial accounting, a balance sheet (also known as statement of financial position or statement of financial condition) is a summary of the financial balances of an individual or organization, whether it be a sole proprietorship, a business partnership, a corporation, private limited company or other organization such as government or not-for-profit entity. Assets, liabilities and ownership equity are listed as of a specific date, such as the end of its financial year. |
| Financial law | Financial law is the law and regulation of the insurance, derivatives, commercial banking, capital markets and investment management sectors. Understanding Financial law is crucial to appreciating the creation and formation of banking and financial regulation, as well as the legal framework for finance generally. |
| Financial crisis of 2007–2008 | The financial crisis of 2008, or Global Financial Crisis, was a severe worldwide economic crisis that occurred in the early 21st century. It was the most serious financial crisis since the Great Depression (1929). |
| Management | Management (or managing) is the administration of an organization, whether it is a business, a non-profit organization, or a government body. It is the art and science of managing resources of the business. |
| Arithmetic | Arithmetic (from Ancient Greek ἀριθμός (arithmós) 'number', and τική [τέχνη] (tikḗ [tékhnē]) 'art, craft') is an elementary part of mathematics that consists of the study of the properties of the traditional operations on numbers—addition, subtraction, multiplication, division, exponentiation, and extraction of roots. In the 19th century, Italian mathematician Giuseppe Peano formalized arithmetic with his Peano axioms, which are highly important to the field of mathematical logic today. |
| Operation Mincemeat | Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin. |
| Bitwise operation | In computer programming, a bitwise operation operates on a bit string, a bit array or a binary numeral (considered as a bit string) at the level of its individual bits. It is a fast and simple action, basic to the higher-level arithmetic operations and directly supported by the processor. |
| Special Activities Center | The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015. |
| Operations management | Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements. |
| Operations research | Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences. |
| Emergency operations center | An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands. |
| Surgery | Surgery is a medical or dental specialty that uses operative manual and instrumental techniques on a person to investigate or treat a pathological condition such as a disease or injury, to help improve bodily function, appearance, or to repair unwanted ruptured areas.\nThe act of performing surgery may be called a surgical procedure, operation, or simply "surgery". |
| Operation (mathematics) | In mathematics, an operation is a function which takes zero or more input values (called operands) to a well-defined output value. The number of operands (also known as arguments) is the arity of the operation. |
| Entity-level controls | Entity-level controls are internal controls that help to ensure that management directives pertaining to the entire entity are carried out. They are the second level of a top-down approach to understanding the risks of an organization. |
| Internal control | Internal control, as defined by accounting and auditing, is a process for assuring of an organization's objectives in operational effectiveness and efficiency, reliable financial reporting, and compliance with laws, regulations and policies. A broad concept, internal control involves everything that controls risks to an organization. |
| Information technology controls | In business and accounting, information technology controls (or IT controls) are specific activities performed by persons or systems designed to ensure that business objectives are met. They are a subset of an enterprise's internal control. |
| Committee of Sponsoring Organizations of the Treadway Commission | The Committee of Sponsoring Organizations of the Treadway Commission (COSO) is a joint initiative to combat corporate fraud. It was established in the United States by five private sector organizations, dedicated to guiding executive management and government entities in relevant aspects of organizational governance, business ethics, internal control, business risk management, fraud and financial reports. |
| SSAE No. 18 | Statement on Standards for Attestation Engagements no. 18 (SSAE No. |
| System and Organization Controls | System and Organization Controls (SOC), (also sometimes referred to as service organizations controls) as defined by the American Institute of Certified Public Accountants (AICPA), is the name of a suite of reports produced during an audit. It is intended for use by service organizations (organizations that provide information systems as a service to other organizations) to issue validated reports of internal controls over those information systems to the users of those services. |
| Model Audit Rule 205 | The Model Audit Rule 205, Model Audit Rule, or MAR 205 are the commonly applied terms for the Annual Financial Reporting Model Regulation.Model Audit Rule is a financial reporting regulation applicable to insurance companies, and borrows significantly from the Sarbanes Oxley Act of 2002 (see ‘key sections’ below). The Model Audit Rule is co-developed by the American Institute of Certified Public Accountants (“AICPA”) and National Association of Insurance Commissioners (“NAIC”) and issued by NAIC \nwith revisions in 2006 and has taken effect in 2010.The NAIC internal designation for the Annual Financial Reporting Model Regulation is MDL 205, where MDL stands for Model, and the number of the model rule is 205. |
| Regulation S-K | Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers (issuing or contemplating issuing shares), filers (entities that must file reports with the SEC) or registrants (entities that must register (usually shares) with the SEC). |
| The Weakness | Weakness is a symptom of a number of different conditions. The causes are many and can be divided into conditions that have true or perceived muscle weakness. |
| Strengths and weaknesses (personality) | Strengths and weaknesses generally refer to a person's character.\nOften a strength can be a weakness, and vice versa, a weakness can be a strength. |
| The Weakness in Me | "The Weakness in Me" is a song by Joan Armatrading, from her seventh album Walk Under Ladders, released as a single in the US and Netherlands in November 1981. Despite not charting, the song has become one of Armatrading's better-known songs. |
| SWOT analysis | Spot analysis, spot test analysis, or spot test is a chemical test, a simple and efficient technique where analytic assays are executed in only one, or a few drops, of a chemical solution, preferably in a great piece of filter paper, without using any sophisticated instrumentation. The development and popularization of the test is credited to Fritz Feigl.A spot test or spot assay can also refer to a test often used in microbiology. |
| Nocturnal emission | A nocturnal emission, informally known as a wet dream, sex dream, nightfall or sleep orgasm, is a spontaneous orgasm during sleep that includes ejaculation for a male, or vaginal wetness or an orgasm (or both) for a female. Nocturnal emissions are most common during adolescence and early young adult years, but they may happen any time after puberty. |
| Risk Factors |
|---|
| MATERIAL SCIENCES CORP ITEM 1A Risk Factors The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions |
| This Form 10-K contains forward-looking statements, which include, without limitation, those statements regarding anticipated results based on management’s plans and assumptions |
| MSC (“we” or “us”) has tried, wherever possible, to identify such statements by using words such as “anticipates”, “estimates”, “expects”, “projects”, “intends”, “plans”, “believes” and words and terms of similar substance in connection with any discussion of future operating or financial performance |
| Achievement of future results is subject to risks, uncertainties and inaccurate assumptions |
| Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected |
| Many factors also could cause actual results to be materially different from any future results that may be expressed or implied by the forward-looking statements contained in this Form 10-K MSC undertakes no obligation to update forward-looking statements as a result of future events or developments |
| Outlined below are some of the risks that MSC faces that could affect the business and financial position for fiscal 2007 and beyond |
| There may be additional risks that are not presently known or that management currently believes are immaterial which could also impair business or financial position |
| We face intense competition in the acoustical and coated metal application industry and failure to successfully compete may negatively affect our business and financial performance |
| We operate in a highly competitive business environment and face intense competition from a growing number of competitors, including an increasing number of foreign-based competitors with greater resources than us |
| The elements of competition include price, quality and customer service |
| In the past, our competitors, especially global competitors with low-cost sources of supply outside the United States, have aggressively priced their products and/or introduced new products in order to increase market share |
| If we are unable to compete in this highly competitive environment, our business and financial performance could be negatively affected |
| We rely on sales to a small number of customers, the loss of any one of which could have an adverse impact on revenues |
| We derive a substantial portion of our revenue from a limited number of customers (most of which are North American automobile manufacturers), the loss of any one of which could adversely impact our operations |
| In fiscal 2006, our three largest customers, DaimlerChrysler, General Motors and Ford, represented 14prca, 12prca and 10prca of consolidated net sales, respectively |
| During the past several years, these customers have lost market share in the United States, primarily to Asian competitors |
| Although we are actively targeting these Asian competitors as potential customers, any further market share loss by these North American-based automakers could have a material adverse effect on our business |
| In addition, our three largest customers all have major union contracts with the same automobile workers unions |
| Any extended work stoppage could have a material adverse effect on our operating results and financial position |
| The volatility in the price and availability of raw material inputs used by us, particularly steel and natural gas, could adversely affect our ability to conduct business both timely and profitably |
| In recent years, there has been a shortage of readily available metal that meets the requirements of our customers |
| Such shortage adversely affects our ability to deliver products to our customers on a timely basis |
| In conjunction with that shortage and rising material costs, the cost of metal used in our products has risen dramatically over the past two years, which has caused us to increase prices in a competitive market and/or absorb higher costs |
| Our future profitability may be adversely affected to the extent we are unable to pass higher raw material costs to our customers |
| In fiscal 2006, there has been a dramatic volatility in the price of natural gas, particularly subsequent to Hurricanes Katrina and Rita in the Gulf region |
| Increases in natural gas prices and prices of other energy sources adversely affect our profitability |
| 10 ______________________________________________________________________ [37]Table of Contents The acceptance of the our brake damping materials, engine components and body panel laminate parts by customers in North America, Europe and Asia is critical to our financial performance |
| We have made a significant investment in the design and development of our material-based solutions to NVH problems in the automotive industry |
| If these solutions are not introduced and marketed successfully into North America, Europe and Asia, our results of operations and financial position may be adversely affected |
| If the Company is unable to successfully introduce and market new products, it may not achieve its targeted financial results |
| Management believes that the Company’s past success has been partially due to its ability to design and market new solutions to customer needs |
| Management also believes that the construction of the ARC will provide the Company with a state-of-the-art facility in which to accelerate the development of new products and technologies |
| However, if these new products and technologies are not accepted by customers, the Company may not be able attract new business or maintain existing customers, thus adversely affecting the Company’s business |
| Our financial performance could be adversely affected by an inability to effectively execute and manage our business objectives |
| The highly competitive nature of our industry requires that we effectively execute and manage our business including our operating initiatives, which aim to reduce costs and drive productivity and quality improvements |
| Our inability to effectively control costs and drive productivity improvements could affect our profits |
| In addition, our failure to provide high-quality, innovative products could adversely affect our ability to maintain or increase our sales, which could negatively affect our revenues and overall financial performance |
| Additionally, our success is dependent on successful new product and process development |
| Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets and upon our ability to successfully and timely identify, develop, manufacture, market and sell new or improved products in these changing markets |
| An increase in the environmental risks, costs, recoveries and penalties associated with our past and present manufacturing operations could adversely affect our financial performance |
| We are a party to various legal proceedings in connection with the remediation of certain environmental matters |
| We record reserves for these environmental matters using our historical experience and relevant information available from various third parties |
| There are a number of assumptions made in establishing these reserves, including, without limitation, the estimated extent of environmental damage to any particular site, the available methods of remedy, the contribution of various other potentially responsible parties and the discretionary authority of federal and state regulatory authorities in bringing enforcement actions |
| New environmental issues or changes in the assumptions surrounding existing environmental issues could have an adverse affect on our results of operations and financial condition |
| Our business and future development may be adversely affected if we are unable to retain key personnel |
| Our success is highly dependent upon the services of key personnel in all areas of our business including, but not limited to, senior management, sales (including persons trained in our NVH sales methodology) and operations, administration and finance |
| The loss of the services of one or more of these people could have an adverse effect upon the business and plans for future development |
| In addition, we have downsized administrative and management positions in past years as a result of cost-cutting initiatives |
| Lack of management resources could impact our ability to operate and compete in our industry |
| If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, our ability to report our financial results on a timely and accurate basis may be adversely affected |
| Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations pursuant thereto, we are required to furnish a report by our management on our internal control over financial reporting |
| Such report must contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective |
| This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by 11 ______________________________________________________________________ [38]Table of Contents management |
| Such report must also contain a statement that our independent registered public accounting firm has issued an attestation report on management’s assessment of such internal controls |
| Management’s report is included in this Annual Report on Form 10-K under Item 9A We reported five material weaknesses in our internal control over financial reporting for the fiscal year ended February 28, 2005 |
| We employed significant resources to remediate these material weaknesses in fiscal 2006 and we were successful in remediating four of the five material weaknesses |
| We are still reporting a material weakness in the accounting for income taxes |
| Should we report any future material weaknesses in internal control over financial reporting, there can be no assurance that we can identify or remediate the weaknesses in a timely manner |
| Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report financial results accurately and timely or to detect and prevent fraud |
| As a result, we may be subject to sanctions or investigations by regulatory authorities such as the Securities and Exchange Commission (“SEC”) or the New York Stock Exchange |
| Moreover, current and potential stockholders and other third parties could lose confidence in our financial reporting which could have a material adverse effect on our business, operating results and stock price |
| The SEC has requested information about the material weaknesses in our internal control over financial reporting |
| On May 8, 2006, the SEC requested that we provide information regarding the material weaknesses in our internal control over financial reporting we reported in fiscal 2005 |
| This matter has the potential to adversely affect us in a number of ways, including the following: 1) we may incur significant expenses in connection with responding to the request, regardless of its outcome; 2) responding to the request may divert the time and attention of our management from normal business operations; and 3) if the SEC does determine to bring a proceeding involving us, depending on its outcome, we may be required to pay fines and/or take corrective actions that would increase our costs or otherwise adversely affect our operations |
| We are fully cooperating with the SEC’s request |
| We may experience adverse effects on the results of operations as a result of adopting new accounting standards or interpretations |
| The implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect operating results or cause unanticipated fluctuations in operating results in future periods |
| Our business could be negatively impacted by a deterioration in labor relations |
| As of February 28, 2006, we had 557 full-time employees, of which approximately 45prca were represented by labor unions with separate collective bargaining agreements |
| One of these agreements expired in March 2006 and two other agreements expire in September 2006 and February 2007 |
| We cannot be assured that we will be able to renew the collective bargaining agreements on the same or similar terms, or at all, which could affect our business, results of operations or financial condition |
| Moreover, if new labor agreements are negotiated, there can be no guarantee that the agreements will be at satisfactory terms with regard to the efficiency and productivity of the work force |
| Further, we cannot be assured that we will not be subject to work stoppages that could have a material adverse effect on our business, results of operations or financial condition |