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Financial condition report In accounting, a financial condition report (FCR) is a report on the solvency condition of an insurance company that takes into account both the current financial status, as reflected in the balance sheet, and an assessment of the ability of the company to survive future risk scenarios. Risk assessment in an FCR involves dynamic solvency testing, a type of dynamic financial analysis that simulates management response to risk scenarios, to test whether a company could remain solvent in the face of deteriorating economic conditions or major disasters.
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.
Financial ratio A financial ratio or accounting ratio is a relative magnitude of two selected numerical values taken from an enterprise's financial statements. Often used in accounting, there are many standard ratios used to try to evaluate the overall financial condition of a corporation or other organization.
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.
Federal takeover of Fannie Mae and Freddie Mac In September 2008 the Federal Housing Finance Agency (FHFA) announced that it would take over the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). Both government-sponsored enterprises, which finance home mortgages in the United States by issuing bonds, had become illiquid as the market for those bonds collapsed in the subprime mortgage crisis.
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.
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.
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.
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.
Company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals.
Holding company A holding company is a company whose primary business is holding a controlling interest in the securities of other companies. A holding company usually does not produce goods or services itself.
East India Company The East India Company (EIC) was an English, and later British, joint-stock company founded in 1600. It was formed to trade in the Indian Ocean region, initially with the East Indies (the Indian subcontinent and Southeast Asia), and later with East Asia.
Bankruptcy Bankruptcy is a legal process through which people or other entities who cannot repay debts to creditors may seek relief from some or all of their debts. In most jurisdictions, bankruptcy is imposed by a court order, often initiated by the debtor.
The Longaberger Company The Longaberger Company is an American manufacturer and distributor of handcrafted maple wood baskets and other home and lifestyle products. The company opened in 1973, was acquired in 2013 by CVSL, Inc., and closed in 2018.
Subsidiary A subsidiary, subsidiary company or daughter company is a company owned or controlled by another company, which is called the parent company or holding company. Two or more subsidiaries that belong to the same parent company are called sister companies.
List of Gazprom subsidiaries Russian energy company Gazprom has several hundred subsidiaries and affiliated companies owned and controlled directly or indirectly. The subsidiaries and affiliated companies are listed by country.
Common stock Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States.
Preferred stock Preferred stock (also called preferred shares, preference shares, or simply preferreds) is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior (i.e., higher ranking) to common stock but subordinate to bonds in terms of claim (or rights to their share of the assets of the company, given that such assets are payable to the returnee stock bond) and may have priority over common stock (ordinary shares) in the payment of dividends and upon liquidation.
Neanderthal Neanderthals (, also Neandertals, Homo neanderthalensis or Homo sapiens neanderthalensis) are an extinct species or subspecies of archaic humans who lived in Eurasia until about 40,000 years ago. While the cause of their extinction remains “highly contested”, demographic factors like small population size, inbreeding, and random fluctuations are considered likely factors.
Homo erectus Homo erectus (; meaning "upright man") is an extinct species of archaic human from the Pleistocene, with its earliest occurrence about 2 million years ago. Several human species, such as H. heidelbergensis and H. antecessor, with the former generally considered to have been the ancestor to Neanderthals, Denisovans, and modern humans, appear to have emerged within the possibly Asian populations of H. erectus.
Nuclear meltdown A nuclear meltdown (core meltdown, core melt accident, meltdown or partial core melt) is a severe nuclear reactor accident that results in core damage from overheating. The term nuclear meltdown is not officially defined by the International Atomic Energy Agency or by the United States Nuclear Regulatory Commission.
Great Filter The Great Filter, in the context of the Fermi paradox, is one possible resolution of the paradox. It posits that in the development of life from the earliest stages of abiogenesis to reaching the highest levels of development on the Kardashev scale, there exists some particular barrier to development that makes detectable extraterrestrial life exceedingly rare.The concept originates in Robin Hanson's argument that the failure to find any extraterrestrial civilizations in the observable universe implies that something is wrong with one or more of the arguments (from various scientific disciplines) that the appearance of advanced intelligent life is probable; this observation is conceptualized in terms of a "Great Filter" which acts to reduce the great number of sites where intelligent life might arise to the tiny number of intelligent species with advanced civilizations actually observed (currently just one: human).
Doomsday device A doomsday device is a hypothetical construction — usually a weapon or weapons system — which could destroy all life on a planet, particularly Earth, or destroy the planet itself, bringing "doomsday", a term used for the end of planet Earth. Most hypothetical constructions rely on hydrogen bombs being made arbitrarily large, assuming there are no concerns about delivering them to a target (see Teller–Ulam design) or that they can be "salted" with materials designed to create long-lasting and hazardous fallout (e.g., a cobalt bomb).
List of nuclear close calls A nuclear close call is an incident that could have led to at least one unintended nuclear detonation or explosion. These incidents typically involve a perceived imminent threat to a nuclear-armed country which could lead to retaliatory strikes against the perceived aggressor.
Emirates subsidiaries Emirates Airline has diversified into related industries and sectors, including airport services, event organization, engineering, catering, and tour operator operations. Emirates has four subsidiaries, and its parent company has more than 50.
Subsidiary alliance A subsidiary alliance, in South Asian history, was a tributary alliance between an Indian state and a European East India Company. The system of subsidiary alliances was pioneered by the French East India Company governor Joseph François Dupleix, who in the late 1740s established treaties with the Nizam of Hyderabad, India, and other Indian princes in the Carnatic.It stated that the Indian rulers who formed a treaty with the British would be provided with protection against any external attacks in place that the rulers were (a) required to keep the British army at the capitals of their states (b)they were either to give either money or some territory to the company for the maintenance of the British troops (c) they were to turn out from their states all non-english europeans whether they were employed in the army or in the civil service and (d)they had to keep a British official called 'resident' at the capital of their respective states who would oversee all the negotiations and talks with the other states which meant that the rulers were to have no direct correspondence or relations with the other states .
Operating subsidiary An operating subsidiary is a subsidiary of a corporation through which the parent company (which may or may not be a holding company) indirectly conducts some portion of its business. Usually, an operating subsidiary can be distinguished in that even if its board of directors and officers overlap with those of other entities in the same corporate group, it has at least some officers and employees who conduct business operations primarily on behalf of the subsidiary alone (that is, they work directly for the subsidiary).
Alphabet Inc. Alphabet Inc. is an American multinational technology conglomerate holding company headquartered in Mountain View, California.
Common stock dividend A common stock dividend is the dividend paid to common stock owners from the profits of the company. Like other dividends, the payout is in the form of either cash or stock.
Consolidation (business) In business, consolidation or amalgamation is the merger and acquisition of many smaller companies into a few much larger ones. In the context of financial accounting, consolidation refers to the aggregation of financial statements of a group company as consolidated financial statements.
New York Stock Exchange The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018.
Convertible bond In finance, a convertible bond or convertible note or convertible debt (or a convertible debenture if it has a maturity of greater than 10 years) is a type of bond that the holder can convert into a specified number of shares of common stock in the issuing company or cash of equal value. It is a hybrid security with debt- and equity-like features.
Risk Factors
SEALED AIR CORP/DE Item 1A Risk Factors Introduction Investors should carefully consider the risks described below before making an investment decision
These are the most significant factors that make investing in the Company risky; however, they are not the only factors that should be considered in making an investment decision
This Annual Report on Form 10-K also contains and may incorporate by reference from the Companyapstas Proxy Statement for its 2006 Annual Meeting of Stockholders, or from exhibits, forward-looking statements that involve risks and uncertainties
The Companyapstas actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risks faced by the Company described below and elsewhere in this Annual Report on Form 10-K or in documents incorporated by reference in this report
The Companyapstas business, financial condition or results of operations could be materially adversely affected by any of these risks
The trading price of the Companyapstas securities could decline due to any of these risks, and investors in the Companyapstas securities may lose all or part of their investment
Asbestos Litigation and Related Litigation If the settlement of the asbestos claims that the Company has agreed to is not implemented, the Company will not be released from the various asbestos-related, fraudulent transfer, successor liability, and indemnification claims made against it arising from a 1998 transaction with W R Grace & Co
Further, the Company has been served with a complaint in a lawsuit seeking class action status concerning the Companyapstas public disclosures regarding these asbestos-related claims
The Company is also a defendant in a number of asbestos-related actions in Canada arising from Graceapstas activities in Canada prior to 1998
On November 27, 2002, the Company reached an agreement in principle with the Official Committee of Asbestos Personal Injury Claimants and the Official Committee of Asbestos Property Damage Claimants appointed to represent asbestos claimants in the W R Grace & Co
bankruptcy case to resolve all current and future asbestos-related claims made against the Company and its affiliates
The settlement will also resolve the fraudulent transfer claims and successor liability claims, as well as indemnification claims by Fresenius Medical Care Holdings, Inc
and affiliated companies in connection with the Cryovac transaction
The Cryovac transaction was a multi-step transaction, completed on March 31, 1998, which brought the Cryovac packaging business and the former Sealed Air Corporationapstas business under the common ownership of the Company
The parties to the agreement in principle signed a definitive settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle
On June 27, 2005, the US Bankruptcy Court for the District of Delaware, where the Grace bankruptcy case is pending, signed an order approving the definitive settlement agreement
Although Grace is not a party to the settlement agreement, under the terms of the order, Grace is directed to comply with the settlement agreement subject to limited exceptions
If the settlement agreement does not become effective, either because Grace fails to emerge from bankruptcy or because Grace does not emerge from bankruptcy with a plan of reorganization that is consistent with the terms of the settlement agreement, then the Company will not be released from the various asbestos-related, fraudulent transfer, successor liability, and indemnification claims made against the Company and its affiliates noted above, and all of these claims would remain pending and would have to be resolved through other means, such as through agreement on alternative settlement terms or trials
In that case, the Company could face liabilities that are 8 _________________________________________________________________ significantly different from its obligations under the settlement agreement
The Company cannot estimate at this time what those differences or their magnitude may be
In the event these liabilities are materially larger than the current existing obligations, they could have a material adverse effect on the Companyapstas financial condition and results of operations
Although Grace filed a proposed plan of reorganization with the bankruptcy Court in January 2005, the Company cannot predict when a final plan of reorganization will become effective or whether the final plan will be consistent with the terms of the settlement agreement
The Company is a defendant in the case of Senn v
This lawsuit seeks class action status on behalf of all persons who purchased or otherwise acquired securities of the Company during the period from March 27, 2000 through July 30, 2002
The lawsuit names the Company and five current and former officers and directors of the Company as defendants
One of these individuals and the Company remain as defendants after a partial grant of the defendants &apos motion to dismiss the action
The plaintiffapstas principal allegations against the defendants are that during the above period the defendants materially misled the investing public, artificially inflated the price of the Companyapstas common stock by publicly issuing false and misleading statements and violated US Generally Accepted Accounting Principles, or GAAP, by failing to properly account and accrue for the Companyapstas contingent liability for asbestos claims arising from past operations of Grace
The plaintiffs seek compensatory damages and other relief
If the Court determines that the Company is liable in this case, the Company could be required to pay substantial damages, which the Company cannot estimate at this time and which could have a material adverse effect on the Companyapstas financial condition and results of operations
Since November 2004, the Company and specified subsidiaries have been named as defendants in a number of cases, including a number of putative class actions, brought in Canada as a result of Graceapstas alleged marketing, manufacturing or distributing of asbestos or asbestos-containing products in Canada
Grace has agreed to defend and indemnify the Company and its subsidiaries in these cases
The Canadian cases are currently stayed, and Graceapstas proposed plan of reorganization provides for payment of these claims and enforcement of the plan of reorganization in the Canadian courts
However, if Graceapstas final plan does not make the same provisions or if the Canadian courts refuse to enforce Graceapstas final plan in the Canadian courts, and if in addition Grace is unwilling or unable to defend and indemnify the Company and its subsidiaries in these cases, then the Company could be required to pay substantial damages, which the Company cannot estimate at this time and which could have a material adverse effect on the Companyapstas financial condition and results of operations
For further information concerning these matters, see Note 16, &quote Commitments and Contingencies, &quote of the Notes to the Consolidated Financial Statements, which is contained in Item 8 of Part II of this Annual Report on Form 10-K, under &quote Asbestos Settlement and Related Costs, &quote &quote Cryovac Transaction, &quote and &quote Contingencies Related to the Cryovac Transaction &quote
Raw Materials and Energy Raw material pricing, availability and allocation by suppliers as well as other energy-related costs may negatively impact the Companyapstas results of operations, including its profit margins
During 2005, petrochemical-based raw material and other energy-related costs escalated as a result of strong market demand, exacerbated by the hurricanes in the Gulf Coast of the United States
This negatively impacted the Companyapstas profit margins
Natural disasters such as hurricanes, as well as political instability and terrorist activities, may negatively impact the production or delivery capabilities of refineries and natural gas and petrochemical suppliers in the future
That could lead to increased prices for the Companyapstas raw materials, curtailment of supplies and allocation of raw materials by the Companyapstas suppliers, which could reduce revenues and profit margins and harm relations with its customers, and which could have a material adverse effect on the Companyapstas financial condition and results of operations
9 _________________________________________________________________ Animal and Food-Related Health Issues The effects of animal and food-related health issues such as bovine spongiform encephalopathy, also known as &quote mad cow &quote disease, foot-and-mouth disease and avian influenza or &quote bird-flu, &quote as well as other health issues affecting the food industry, may lead to decreased revenues for the Company
The Company manufactures and sells food packaging products, among other products
Various health issues affecting the food industry have in the past and may in the future have a negative effect on the sales of food packaging products
Outbreaks of animal diseases such as mad cow or foot-and-mouth disease, for example, may lead governments to restrict exports and imports of potentially affected animals and food products, leading to decreased demand for the Companyapstas products and possibly also to the culling or slaughter of significant numbers of the animal population otherwise intended for food supply
Also, consumers may change their eating habits as a result of perceived problems with certain types of food
These restrictions and changes may lead to reduced sales of food packaging products by the Company, which could have a material adverse effect on the Companyapstas financial condition and results of operations
Global Operations The global nature of the Companyapstas operations in the United States and in fifty foreign countries exposes it to numerous risks that could materially adversely affect its financial condition and results of operations
The Company operates in the United States and in 50 other countries, and its products are distributed in those countries as well as in other parts of the world
The Company continues to expand its global presence as net sales outside the United States in 2005 made up approximately 52prca of the Companyapstas total net sales
Additionally the Company has 75 manufacturing facilities and approximately 9cmam500 employees located outside the United States
As a result of its global operations, the Company is exposed to economic, political, business and market conditions in the geographic areas in which it conducts business
Changes in domestic or foreign laws, rules or regulations, or governmental or agency actions, can negatively affect the Companyapstas ability to carry on its business
Governments may impose restrictive or protective import/export requirements as well as other trade measures that may have a negative impact on the Company
Some of the countries in which the Companyapstas subsidiaries operate have significantly different laws on the enforcement of intellectual property and contract rights
As a global entity, the Company may also have greater exposure to the acts and effects of war or terrorism
The Company is exposed to market risk from fluctuations in foreign currency exchange rates
The Company may use financial instruments from time to time to manage exposure to foreign exchange rate fluctuations, which use exposes the Company to counterparty credit risk for nonperformance
Additionally, some of the Companyapstas subsidiaries may operate in countries that have highly inflationary economies
Global Manufacturing Strategy The Company will begin the first phase of a new global manufacturing strategy
While too soon to reasonably estimate, the costs of the global manufacturing strategy could exceed the benefits if market forces or other outside influences negatively impact the execution and fulfillment of the strategy
The Company has announced that it will begin the first phase of a new global manufacturing strategy
This strategy would include an expansion of the Companyapstas global production capabilities in developing markets around the world, as well as a realignment of its existing production into manufacturing centers of excellence
The goal of this multi-year program is to further improve the Companyapstas operating efficiencies, lower its overall cost structure and implement new technologies more 10 _________________________________________________________________ effectively
There are risks inherent in the undertaking of such a program, including the stability and sustainability of developing markets, shifts in customer preferences, competitive forces and technologies, cost overruns and unanticipated consequences, any of which could have a material adverse effect on the Companyapstas financial condition and results of operations
Reliance on Subsidiaries The Companyapstas subsidiaries hold substantially all of its assets and liabilities and conduct substantially all of its operations, and as a result the Company relies on distributions or advances from its subsidiaries
The Company conducts substantially all of its business through two direct wholly-owned subsidiaries, Cryovac, Inc
These two subsidiaries directly and indirectly own substantially all of the assets of the Companyapstas business and conduct operations themselves and through other subsidiaries around the globe
Therefore, the Company depends on distributions or advances from its subsidiaries to meet its debt service and other obligations and to pay dividends with respect to shares of its common stock
Contractual provisions, laws or regulations to which the Company or any of its subsidiaries may become subject, as well its subsidiaries &apos financial condition and operating requirements, may reduce funds available for service of its indebtedness, dividends, and general corporate purposes
Volatility of Stock Price, Volume Sales and Large Holdings The price of the Companyapstas common stock historically has experienced significant price and volume fluctuations, which may make it difficult for investors to resell the common stock, and the sale of substantial amounts of the Companyapstas common stock could adversely affect the price of the common stock
One shareholder has been identified as having sole voting and dispositive power with respect to 29cmam196cmam437 shares, or approximately 35dtta87prca, of the Companyapstas common stock, and another shareholder has been identified as having sole dispositive power with respect to 8cmam902cmam500 shares, or approximately 10dtta9prca, of the Companyapstas common stock
The market price of the Companyapstas common stock historically has experienced and may continue to experience significant price and volume fluctuations similar to those experienced by the broader stock market in recent years
In addition, the Companyapstas announcements of its quarterly operating results, future developments relating to the W R Grace bankruptcy, additional asbestos or other litigation against the Company, the effects of animal and food-related health issues, spikes in raw material and energy-related costs, changes in general conditions in the economy or the financial markets and other developments affecting the Company, its affiliates or its competitors could cause the market price of the common stock to fluctuate substantially
In addition, the sale of substantial amounts of the Companyapstas common stock could adversely affect its price
According to a Schedule 13G/A filed with the Securities and Exchange Commission, or SEC, dated as of December 31, 2005, Davis Selected Advisers, LP reported sole voting and investment power with respect to 29cmam196cmam437 shares, or approximately 35dtta87prca, of the outstanding shares of the Companyapstas common stock, and according to a Schedule 13G/A filed with the SEC, dated as of February 6, 2006, Capital Research and Management Company reported sole dispositive power with respect to 8cmam902cmam500 shares, or approximately 10dtta9prca, of the Companyapstas outstanding common stock
In addition, as of December 31, 2005, 2cmam403cmam903 shares of common stock were reserved for issuance under the Companyapstas contingent stock plan and directors &apos stock plan, and options to purchase 89cmam761 shares of the common stock were outstanding, all of which options were exercisable
Moreover, as of December 31, 2005, nine million shares of the Companyapstas common stock were reserved for issuance pursuant to the settlement of the asbestos litigation upon the effectiveness of a plan of reorganization in the bankruptcy of W R Grace
The sale 11 _________________________________________________________________ or the availability for sale of a large number of shares of the Companyapstas common stock in the public market could adversely affect the price of the common stock
While the Schedules 13G/A filed by Davis Selected Advisers and Capital Research and Management indicate that the referenced shares of the Companyapstas common stock were not acquired for the purpose of changing or influencing the control of the Company, if either stockholder were to change its purpose of holding the Companyapstas common stock from investment to attempting to influence the management of the Company, these concentrations of the Companyapstas common stock could potentially negatively impact the Company and the price of its common stock
Cautionary Statement Regarding Forward-Looking Statements Some of the Companyapstas statements in this report, in documents incorporated by reference into this report and in the Companyapstas future oral and written statements, may be forward-looking
These statements reflect the Companyapstas beliefs and expectations as to future events and trends affecting the Companyapstas business, its financial condition and its results of operations
These forward-looking statements are based upon the Companyapstas current expectations concerning future events and discuss, among other things, anticipated future performance and future business plans
Forward-looking statements are identified by such words and phrases as &quote anticipates, &quote &quote believes, &quote &quote could be, &quote &quote estimates, &quote &quote expects, &quote &quote intends, &quote &quote plans to, &quote &quote will &quote and similar expressions
Forward-looking statements are necessarily subject to risks and uncertainties, many of which are outside the control of the Company, which could cause actual results to differ materially from these statements
In addition to the most significant risk factors described above, the following are important factors that the Company believes could cause actual results to differ materially from those in the Companyapstas forward-looking statements: • legal and environmental proceedings, claims and matters involving the Company; • factors affecting the customers, industries and markets that use the Companyapstas packaging materials and systems; • competitive factors; • changes in the Companyapstas relationships with customers and suppliers; • changes in tax rates, laws and regulations; • changes in interest rates, credit availability and ratings; • the Companyapstas ability to hire, develop and retain talented employees worldwide; • the Companyapstas development and commercialization of successful new products; • the Companyapstas accomplishments in entering new markets and acquiring and integrating new businesses; • the Companyapstas access to financing and other sources of capital; • the costs and success of the Companyapstas key information systems projects; • disruptions to data or voice networks; • the magnitude and timing of the Companyapstas capital expenditures and the ultimate value generated from those expenditures; • the costs and results of any exit and disposal activities and restructuring programs that the Company may undertake; • the Companyapstas working capital management proficiency; 12 _________________________________________________________________ • the effect on the Company of new pronouncements by regulatory and accounting authorities; • natural disasters, health crises, epidemics and pandemics; and • the effects of proposed federal asbestos legislation, if enacted
Except as required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise