10-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

X	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: February 29, 2012 OR
	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from              to              Commission file number: 1-8803

Material Sciences Corporation

(Exact name of registrant as specified in its charter)

Delaware	95-2673173
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2200 East Pratt Boulevard, Elk Grove Village, Illinois	60007
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: 847-439-2210
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Stock, $0.02 par value	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes                  No         X        

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes                  No         X        

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         X         No                 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes         X         No                 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                 

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		Accelerated filer
Non accelerated filer	(Do not check if a smaller reporting company)	Smaller reporting company        X

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

The aggregate market value of the voting and non-voting stock of the registrant held by shareowners of the registrant (not including any voting and non-voting stock owned by directors, executive officers or other affiliates of the registrant) was $67,079,882 as of August 31, 2011, the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sale price on the NASDAQ on such date, as reported by The Wall Street Journal Midwest Edition).

As of April 30, 2012, the registrant had outstanding 10,458,599 shares of its common stock.

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareowners are incorporated herein by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I		3
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	11
ITEM 2.	PROPERTIES	12
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
PART II		13
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
ITEM 6.	SELECTED FINANCIAL DATA	14
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	51
ITEM 9A.	CONTROLS AND PROCEDURES	51
ITEM 9B.	OTHER INFORMATION	51
PART III		52
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	52
ITEM 11.	EXECUTIVE COMPENSATION	52
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	52
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	52
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52
PART IV		53
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	53
SIGNATURES		54
EXHIBIT INDEX		55

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PART I

This report contains forward-looking statements concerning our future business performance, strategy, outlook, plans, liquidity, pending regulatory matters and outcomes of contingencies including legal proceedings, among others. Forward-looking statements may be typically identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “seek,” “believe,” “intend,” “plan” and “estimate,” among others. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed. Factors that could cause our actual results to differ from expectations include the risks set forth under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among other items in this report. Forward-looking statements speak only as of the date of this report.

ITEM 1. BUSINESS

Overview

Material Sciences Corporation and its subsidiaries (“MSC,” “Company,” “we,” “our” or “us”) design, manufacture and market material-based solutions for acoustical and coated applications. We currently report under one segment based on how we view our business for evaluating performance and making operating decisions. Headquartered in Elk Grove Village, Illinois, MSC has been in operation since 1971 and is incorporated under the laws of the State of Delaware.

MSC operates three manufacturing plants in the United States and Europe: one facility in Elk Grove Village, Illinois (“Elk Grove Village”); one facility in Walbridge, Ohio (“Walbridge”); and one facility in Eisenach, Germany (“Eisenach”). We also operate two research and development facilities: one in Canton, Michigan and one co-located with our manufacturing facility in Eisenach, Germany.

We have expanded our global reach and presence as a leading supplier of material-based solutions primarily through subsidiaries, partnerships, alliances and third-party agreements.

• In South America, we own 51% of the equity and hold 50% of the voting rights in a joint venture partnership with Tekno S.A. (“Tekno”), which manufactures and sells acoustical products.

• We provide for the production of our acoustical products in Asia through a third party in Malaysia.

• We have an agreement with a Korean company, Hae Won Steel (“Hae Won”), to produce Quiet Steel^® and other laminate products in Korea.

• We have a subsidiary in China to serve as a trading company for the country, led by our Vice President, General Manager of Asia. Under Chinese law, a trading company may import and sell product in the Chinese market.

Products and Services

MSC is a supplier of engineered material-based solutions. We apply our expertise to solve design challenges for many of the largest automotive and non-automotive manufacturers in the world. Management believes the Company maintains strong customer relationships by providing global engineering innovation, technical application assistance, manufacturing expertise and delivery infrastructure. This combination enhances our ability to deliver cost-effective engineered material-based solutions to customers’ manufacturing facilities on time and within design specifications.

Acoustical Material-Based Solutions. We believe that we are a leader in the development and manufacturing of continuously processed rubber coated and laminated materials that reduce noise and vibration. Our proprietary Quiet Steel is engineered to meet a variety of needs in the markets we serve. The automotive industry is currently the largest market for our acoustical products. These products are being used to replace solid sheet metal parts, including body panels, floor pans, wheel wells, brake shims, oil pans, valve covers and engine covers. In addition, we supply acoustical products for use in other non-automotive applications for appliances, electronics, and other industrial applications. We produce acoustical products at our Elk Grove Village, Walbridge and Eisenach locations. Acoustical products are also manufactured in Malaysia, in Brazil, through our joint venture with Tekno, and in Korea, through our strategic alliance with Hae Won. We anticipate continued expansion through these strategic alliances. Management also believes that our Application Research Center in Michigan and our Application Development Center in Europe provide us with state-of-the-art facilities to accelerate the development

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of new products and technologies. Acoustical material-based solutions represented approximately 50% of consolidated net sales in fiscal year 2012, approximately 53% in fiscal year 2011 and approximately 50% in fiscal year 2010.

Coated Material-Based Solutions. We continue to be recognized for our research and development and new product and process development activities involving the continuous, high-speed, roll-to-roll coating of metal. Our coated material-based solutions include painted, electrogalvanized (“EG”), rubber and film protective, decorative and functional coatings applied to coiled metal of various widths and thicknesses. Coated metal material-based solutions represented approximately 50% of consolidated net sales in fiscal year 2012, approximately 47% in fiscal year 2011 and approximately 50% in fiscal 2010.

We believe that coil coating is the most environmentally safe and energy-efficient method for applying paint, rubber and other coatings to metal. In the process, sheet metal is unwound from a coil, cleaned, leveled, chemically treated, coated, oven-cured and rewound into coils for shipment to manufacturers. They, in turn, fabricate the coated metal into finished products that are sold in a variety of industrial and commercial markets. The coatings are designed to produce protective, decorative and functional finishes. The finished coil-coated metal is a versatile material capable of being drawn, formed, bent, bolted, riveted, chemically bonded and welded. Our coated products are primarily used by manufacturers of automotive products, building products, appliances and other industrial products. Manufacturers that use these materials can eliminate or significantly reduce on-site post-fabrication coating lines and the associated costs. Coil coated materials also facilitate the adoption of just-in-time and continuous process manufacturing techniques providing lower manufacturing costs and improved product quality. Use of coil coated metal may, however, require product design or fabrication changes and more stringent handling procedures during manufacturing. Our strategy in coated materials is to develop and produce specialty niche products that meet specific customer requirements.

Electrogalvanizing is a corrosion-resistant steel coating process used primarily in making automobile and light-truck body skins. We manufacture EG solutions at our Walbridge facility. That facility has the ability to provide a full complement of pure zinc and zinc-nickel plated products, and organic coatings. These products offer corrosion resistance—as well as forming and cosmetic advantages—over competitive products, such as plastic and hot-dip galvanized steel. Most EG customers are suppliers of steel to the United States automobile industry. We believe that Walbridge is the only facility in North America capable of meeting the wide-width EG and paint coating steel demand in a single production pass through its line.

Competition

The markets for our material-based solutions—both acoustical and coated—are highly competitive, both domestically and internationally. There are competitors in each product market we serve, some of which have greater resources than we do.

In the acoustical market, we believe that our technology, product development capability, technical support, global manufacturing and customer service place us in a strong competitive position. The competition for acoustical products includes other metal-to-metal laminates, rubber coated metals, as well as mastics, doublers and other add-on damping treatments, which can add cost, complexity and weight in their applications.

Our coated material-based solutions compete with other methods of producing coated sheet metal—principally post-fabrication finishing methods such as spraying, dipping and brushing—and alternative materials such as plastic or stainless steel. MSC has exited the majority of the domestic coil coated paint business that was characterized by excess production capacity and extreme price competition.

Demand for our EG coated products may fluctuate based on variations in steel mill captive coating capacity and continued competition from alternative coating technologies, such as hot-dip galvanizing.

International

We believe that significant international opportunities exist for MSC, particularly for our acoustical products. In an effort to capitalize on these opportunities, we maintain certain distribution, manufacturing, licensing and royalty agreements with agents and companies in North America, Europe, South America and Asia that cover our acoustical products. To further the penetration of our acoustical products in the Asian market, we entered into an agreement with Hae Won to produce Quiet Steel and other laminate products and installed our laminating equipment on one of their lines. Hae Won has paid for the right to use our equipment, and makes royalty payments for the right to produce and sell products. In addition,

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we have many Asian initiatives designed to help us penetrate this growing market. During fiscal 2009, we established a trading company in Shanghai, China to enable us to better serve the growing Chinese market for our products. Through our sales and technical offices in Korea, Malaysia and China, we continue to expand existing relationships with appliance, electronic and automotive manufacturers. We continue to pursue a variety of other business relationships, including direct sales, distribution agreements, licensing, acquisitions and other forms of partnering to increase our international sales and expand our international presence.

The following table shows our domestic and foreign net sales for fiscal years 2012, 2011 and 2010:

	Fiscal 2012				Fiscal 2011				Fiscal 2010
Net Sales ($ in millions)	$		%		$		%		$		%
Domestic	$	121.7		89	$	125.2		91	$	127.0		92
Foreign		15.0		11		12.4		9		10.8		8
Total	$	136.7		100	$	137.6		100	$	137.8		100

Property, plant and equipment, net of accumulated depreciation (“PPE”) that we own in foreign countries were $4.5 million and $5.1 million as of February 29, 2012 and February 28, 2011, respectively. The remaining $30.2 million and $25.4 million in PPE at February 29, 2012 and February 28, 2011, respectively, were in the United States.

Marketing and Sales

We market our products, services and technologies nationally and internationally through our sales and marketing organization and occasionally through the use of agents and licensees. Primary target markets for our products include automotive, appliance, building products, lighting and electronics. We believe MSC is a valued leader in the industries it serves because of our engineering innovation, technical application assistance, manufacturing expertise and delivery infrastructure.

We employ people with noise, vibration and harshness (“NVH”) experience, and they use a proven sales methodology for penetrating automotive markets. These individuals also seek to increase penetration of our products in non-automotive markets to expand sales of all acoustical products. All of our selling activities are supported by technical service departments, which aid customers in choosing the right materials for their manufacturing processes.

We estimate that customers in the automotive industry were the end users for approximately 89%, 84%, and 73% of our net sales in fiscal 2012, 2011 and 2010, respectively. Due to a concentration in the automotive industry, we believe that direct and indirect sales to individual automotive companies are significant. See Item 1A, “Risk Factors,” for more discussion on automotive sales. The following table shows direct sales to our significant customers that represented 10% or more of consolidated net sales for any of fiscal 2012, 2011 or 2010.

	% of Consolidated Net Sales
Customer	Fiscal 2012			Fiscal 2011			Fiscal 2010
U.S. Steel		22	%		15	%		7	%
Chrysler LLC		17	%		17	%		11	%
Ford Motor Company		12	%		18	%		21	%
General Motors Corporation		1	%		3	%		10	%

Backlog. In the Company’s experience, the actual amount of order backlog at any particular time is not a meaningful indication of its future business prospects. In particular, backlog often fluctuates due to changes in the planning activities of our customers and their customers, as well as product introductions or change-overs. Because of the foregoing, backlog should not be considered a reliable indicator of the Company’s ability to achieve any particular level of revenue or financial performance.

Raw Materials. We are generally not dependent on any one source for raw materials or purchased components essential to our business for which an alternative source is not readily available. We are, however, affected by the price and availability of certain raw material inputs such as steel, zinc, nickel, electricity and natural gas. The prices of all these inputs fluctuated in all periods presented, which has affected our profitability. We anticipate the prices for these inputs will continue to be changeable and the fluctuations may be greater as the economy continues to recover. We participate in purchasing programs supported by our customers, usually large original equipment manufacturers, to maintain an adequate supply of metal at competitive prices. See Item 1A, “Risk Factors,” for more discussion on raw material inputs.

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Seasonality. We believe that our business, in the aggregate, is not subject to significant swings in seasonal demand. However, changes in production cycles in the automotive industry, particularly around model changes and summer and holiday shutdown periods, can affect sales in those periods.

Environmental Matters

We believe we operate our facilities and conduct our business, in all material respects, in accordance with applicable environmental laws. Our environmental management policies and practices have been certified under ISO 14001 standards. We spent approximately $2.4 million ($1.6 million of expense and $0.8 million on capital projects) on environmental controls at our facilities in fiscal 2012 and have budgeted expense of approximately $1.1 million and capital of approximately $0.5 million for fiscal 2013. For additional information regarding our environmental matters, see Item 3, “Legal Proceedings,” and Note 3 of the Notes to the Consolidated Financial Statements, entitled “Commitments and Contingencies.”

Research and Development

We spent approximately $3.9 million in fiscal 2012 for product and process development activities. This compares with $2.3 million and $2.8 million, in fiscal 2011 and 2010, respectively. The increase in research and development spending during fiscal 2012 reflected efforts to increase our product development efforts, including expanding applications for our current products and developing new technologies that leverage our production expertise.

We are dedicated to our research and development efforts. To build on our position as an industry leader, we opened the Application Research Center in Canton, Michigan in June 2006. This testing and development center concentrates on the continued engineering, application and validation of our NVH material solutions and provides technical and development facilities for all of our products. We also operate our Application Development Center in Europe, which has enhanced our ability to develop, test and market our NVH brake solutions in Europe.

When possible, we seek patent and trademark protection for our products. We own, or are licensed under, a number of U.S. and foreign patents, patent applications, trademarks and trademark applications. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal terms of patents in the various countries where patent protection is obtained. While we consider our various patents, patent applications, trademarks and trademark applications to be important, we do not believe that the loss of any one of them would have a material adverse effect upon our business as a whole.

Employees

As of February 29, 2012, we had 269 full- and part-time employees, which compares with 264 on February 28, 2011, or an increase of approximately 2%. Of this number, approximately 74 were engaged in selling, general and administrative activities. During fiscal 2011, in connection with the sale of certain coil coating assets to Roll Coater, Inc., we terminated 56 union and 22 non-union positions. See Note 17 of the Notes to the Consolidated Financial Statements, entitled “Elk Grove Village Asset Sale.” During fiscal 2012, in connection with a restructuring plan implemented in our German subsidiary, we terminated eight production and two SG&A positions. See Note 14 of the Notes to the Consolidated Financial Statements, entitled “Restructuring.”

Our Walbridge production employees are covered by a union contract expiring in September 2012. The production employees at our Elk Grove Village location are covered by a union contract expiring in February 2013. Employees at our Eisenach facility are not represented by a union. Our union employees are vital to our operations. We consider our relationships with them and their unions to be good.

Available Information

MSC’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our Web site at www.matsci.com as soon as reasonably practicable after electronically filing the reports with the Securities and Exchange Commission (“SEC”). We will also furnish paper copies of these filings free of charge upon request. Our corporate headquarters is located at 2200 East Pratt Boulevard, Elk Grove Village, Illinois 60007, and our telephone number is (847) 439-2210. Copies of any materials we file with the SEC are also available at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Executive Officers of the Registrant

As of April 30, 2012, our executive officers, who are elected by and serve at the discretion of our Board of Directors, were as follows:

Executive Officer	Age		Position(s)	Executive Officer Since
Clifford D. Nastas		49	Chief Executive Officer		2001
James D. Pawlak		43	Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary		2010
Michael R. Wilson		50	Vice President, Global Operations		2008
Matthew M. Murphy		45	Vice President, General Manager of Asia		2008

Clifford D. Nastas. On December 1, 2005, Mr. Nastas was named our Chief Executive Officer. Previously, Mr. Nastas served as President and Chief Operating Officer since June 2005. Prior to that time he held numerous executive positions with us, including Executive Vice President and Chief Operating Officer from October 2004 to June 2005; Vice President and General Manager of the Engineered Materials and Solutions Group (“EMS”) from May 2004 to October 2004; Vice President of Sales and Marketing of EMS from July 2003 to May 2004; and Vice President of Marketing of MSC Laminates and Composites from January 2001 to July 2003. Before joining MSC, Mr. Nastas served as the Global Automotive Business Director for Honeywell International Inc., a technology and manufacturing provider of aerospace products, control technologies, automotive products, specialty chemicals and advanced materials, from 1995 to 2001. Mr. Nastas was a director of Quixote Corporation from November 2009 until the company was sold in March 2010.

James D. Pawlak. On February 10, 2010, Mr. Pawlak was named our Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary. Since joining MSC in 1990, Mr. Pawlak has progressed through several financial positions of increasing responsibility, including serving as Business Unit Controller from September 1996 to July 2005, as Director of Financial Planning and Analysis from July 2005 to September 2006 and as Director of Finance from September 2006 to February 2010. Mr. Pawlak is a registered certified public accountant.

Michael R. Wilson. On February 1, 2008, Mr. Wilson was named our Vice President, Global Operations. Prior to this appointment, Mr. Wilson worked for Ford Motor Company, an automobile manufacturer, in operations and manufacturing engineering for more than 24 years. Mr. Wilson held many operating positions for Ford in stamping and assembly, and he also served as Chief Engineer, Final Assembly Engineering, and Chief Engineer, Paint Engineering, where he had global responsibility for facilities, product launch and materials development.

Matthew M. Murphy. Mr. Murphy has served as Vice President, General Manager of Asia since December 2009. Before this, Mr. Murphy held a number of positions with MSC, including Vice President, Global Transportation Sales and Marketing from March 2008 to December 2009; Plant Manager at the MSC Walbridge Coatings facility from May 2007 to March 2008; Director of Automotive Sales and Marketing from March 2005 to May 2007; Marketing Manager of Automotive Accounts from December 2002 to March 2005; and Strategic Account Manager from April 2001 to December 2002. Prior to joining MSC, Mr. Murphy held positions in manufacturing, sales and marketing with General Motors Corporation, AlliedSignal Inc. and GW Plastics, Inc.

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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, statements regarding anticipated results based on management’s plans and assumptions. We have tried, wherever possible, to identify these statements by using words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and similar words and terms in any discussion of future operating or financial performance.

Achieving 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 here. 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. We undertake no obligation to update forward-looking statements as a result of future events or developments.

Outlined below are some of the risks that we face that could affect the business and financial position for fiscal 2013 and beyond. However, they are not the only risks that we face. There may be other risks that are not presently known or that management currently believes are immaterial, which could also negatively affect our business or financial statements.

Uncertainty in the global economy, global credit markets and the financial services industry may affect the automotive and consumer/industrial markets, and as a result, our business, financial position and liquidity.

A significant portion of our revenues come from customers in the automotive industry. Purchases of new vehicles are typically discretionary for consumers and may be particularly affected by negative trends in the general economy. While the economy appears to be recovering from the recession, any further economic decline—which results in further significant reduction in the automotive industry and a continued shift away from trucks and sports utility vehicles—would have a material adverse effect on our sales and results of operations.

Severe financial difficulties or key component shortages—including bankruptcy or other problems experienced by any automotive manufacturer or significant automotive supplier or a significant downturn in any sector of the global economy, such as Europe—could have a significant disruptive effect on the entire automotive industry, leading to supply chain disruptions and labor unrest, among other things. For example, if a parts supplier were to cease operations, it could force the automotive manufacturers to whom it provides parts to shut down their operations. This, in turn, could force other suppliers, including us, to suspend production of products for these automotive manufacturers. Severe financial difficulties at any of our major suppliers could also have a material adverse effect on us if we are unable to obtain, on a timely basis, the quantity and quality of components or materials needed to produce our products.

If any of our automotive industry customers becomes insolvent or files for bankruptcy, our ability to recover accounts receivable from that customer would be adversely affected. In addition, any payment we received in the preference period prior to a bankruptcy filing may be potentially recoverable from us by the bankrupt company.

We are under substantial pressure from customers to reduce the prices of our products.

There is substantial and continuing pressure on automotive suppliers to reduce costs, including the costs of products we supply. Cost-cutting initiatives adopted by our larger customers generally result in increased downward pressure on pricing. Because of their purchasing size, they can influence market participants to compete on price terms.

To maintain our profit margins, we seek price reductions from our suppliers, improve production processes to increase manufacturing efficiency, update product designs to reduce costs and develop new products. Our ability to pass through higher raw material costs to our customers is limited, with cost recovery often less than 100% and often on a delayed basis. We cannot assure investors that MSC will be able to reduce costs in an amount equal to price reductions and increases in raw material costs. If we are unable to generate sufficient cost savings in the future to offset price reductions, our gross margins may decrease and our results of operations may be adversely affected.

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We face intense competition in the acoustical and coated application industries 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 companies that may have 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 to increase their market share. If we are unable to compete in this highly competitive environment, our business and financial performance could be negatively affected. A significant portion of our sales are EG products. While we believe we offer an outstanding range of EG products and capabilities, we face the risk of substantial competition from other EG facilities and from alternative technologies, such as hot-dipping. We can offer no assurance that MSC will maintain the current volume of EG sales in the future.

We rely on sales to a small number of customers. The loss of substantial sales to any one of them could have an adverse effect on revenues and profits.

We derive a substantial portion of our revenue from a limited number of customers, most of which are North American automobile manufacturers or related suppliers. The loss of substantial sales to any one of them could adversely affect our operations. In fiscal 2012, our three largest customers—U.S. Steel, Chrysler, and Ford—represented 22%, 17% and 12% of consolidated net sales, respectively. During the past several years, the North American automobile manufacturing sector has lost market share in the United States, primarily to Asian competitors. Although we are actively targeting Asian competitors as potential customers, any further market share loss by these North American-based automakers or suppliers could have a material adverse effect on our business.

Many of our customers in the automotive industry 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.

Two of our largest customers, and many of their key suppliers, have major union contracts with the same automobile workers unions. Some of these union contracts may expire or be subject to modification during fiscal 2013. Any extended work stoppage that may occur during these negotiations could have a material adverse effect on our operating results and financial position.

Fluctuations in the price and availability of raw materials, which includes steel and coatings, and other inputs used by us—particularly zinc, nickel, natural gas and electricity—could adversely affect our ability to conduct business in a timely and profitable manner.

In recent years, the availability and price of metal have fluctuated, as mills increased or decreased their production in response to economic changes. Those changes have driven price changes that, at times, caused us to increase prices in a competitive market and/or absorb higher costs. We also experienced fluctuations in the price of zinc, nickel, electricity and natural gas in all periods presented. Our future profitability may be adversely affected to the extent we are unable to pass higher raw material costs to our customers. For more information, see the discussion in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”

The acceptance of our acoustical products for brake shims, 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 address NVH problems in the automotive industry. If these solutions are not accepted by our customers in North America, Europe and Asia, our results of operations and financial position may be adversely affected.

If we are unable to successfully introduce and market new products, we may not achieve our targeted financial results.

Management believes that MSC’s past success has been partially due to its ability to design and market new product solutions to meet customer needs. However, if these new product solutions are not accepted by customers, we may not be able to attract new business or maintain existing customers, which would adversely affect our business.

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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 growth depends on successful new product and process development. Our future results and ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets, and our ability to successfully identify, develop, manufacture, market and sell new or improved products in these changing markets on a timely basis.

The trading price of our common stock may fluctuate substantially in the future.

In recent years, the trading price of our common stock has fluctuated substantially and may continue to do so as a result of a number of factors, some of which are not in our control. Here are some of the key factors:

• Actual or anticipated fluctuations in our financial condition or annual or quarterly results of operations

• Our inability to meet or exceed expectations of analysts or investors

• Changes in the market valuations of companies viewed as similar to us

• Changes in key personnel

• Future sales of our common stock

• Share repurchase programs

• Increased competition

• Realization of any of the risks described elsewhere under “Risk Factors”

• General market and economic conditions.

These factors may adversely affect the trading price of our common stock—regardless of our actual operating performance—and could prevent investors from selling shares of our common stock above the purchase price they paid. In addition, from time to time stock markets experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies trading on them. These broad fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

Our customers or suppliers may be affected by natural disasters.

The earthquakes, tsunami and power plant failures which occurred in Japan during fiscal 2011, and the resulting economic disruption, caused some of our customers in the automotive industry to slow down or suspend production because they were unable to obtain materials produced in Japan. If this disruption had continued for an extended period of time, it could have significantly affected the demand for our products or the availability of materials from our suppliers. The floods which occurred in Thailand during fiscal 2012 shut down some of our customers in the electronics industry for several months, which affected demand for some of our products. The occurrence of natural disasters in any part of the world, especially North America, could have a negative effect on our sales or operating costs.

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, estimated contribution of various other potentially responsible parties and the discretionary authority of federal and state regulatory authorities in bringing enforcement actions. New environmental issues, including potential new laws related to reducing greenhouse gasses, or changes in the assumptions surrounding existing environmental issues could have an adverse effect 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 people trained in our NVH sales methodology)

10

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 significantly reduced management and administrative positions in recent years as a result of cost-cutting initiatives. Lack of management resources could affect our ability to operate and compete in our industry.

Our business could be negatively affected by deterioration in labor relations.

As of February 29, 2012, we had 269 full- and part-time employees, of which approximately 43% were represented by labor unions with separate collective bargaining agreements. As these agreements expire, we cannot be assured that we will be able to renew the collective bargaining agreements on the same or similar terms, or at all. This could affect our business, results of operations or financial condition. In addition, if new labor agreements are negotiated, there can be no guarantee that these will be on satisfactory terms with regard to the efficiency and productivity of the work force. Further, we cannot be assured that the Company will not be subject to work stoppages or other labor disruptions that could have a material adverse effect on its business, results of operations or financial condition.

Shifts in supply models could adversely affect our revenue and profits.

As market conditions change, there may be shifts in the supply model for certain products. We must adapt our pricing strategy accordingly, which may affect the comparability of revenues, operating margins and working capital for the fiscal years presented.

Our access to credit may be limited.

Although we currently have a $7.5 million credit line, our ability to draw on that line of credit is limited by outstanding letters of credit and by a borrowing base of accounts receivable and liens on other Company assets, including inventory, equipment, real property and intellectual property. At February 29, 2012, the net amount available to us under the line of credit was $3.9 million due to borrowing base limitations. There can be no assurances that we will continue to have access to this portion or any of the credit line if our operating and financial performance do not satisfy relevant borrowing base criteria. If we do not satisfy these criteria, and if we are unable to secure necessary waivers or other amendments from the lender of the credit line, we will not have access to this credit. In addition, the lender may, at its discretion, modify the percentage used in computing the borrowing base, which may limit the amounts available for future borrowings.

Although we believe that our operating cash flows, on-hand cash levels and access to credit will give us the ability to meet our financing needs for the foreseeable future, there can be no assurance that they will do so. The lack of the borrowing availability under the credit line and our potential inability to obtain a replacement source of credit could materially affect our operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

We own or lease facilities with an aggregate of approximately 910,000 square feet of space. In addition to the principal physical properties we use in our manufacturing operations as summarized in the table below, we lease sales and administrative offices under operating leases.

In fiscal 2011, we sold our Middletown, Ohio facility and equipment. Additional information concerning this transaction is included in Note 16, “Middletown Asset Sale,” in the Notes to the Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

We consider all of our principal facilities to be in good operating condition and sufficient to meet our near term operating requirements.

Location	Approximate Area in Square Feet		Ownership or Lease Expiration			Description
Elk Grove Village, Illinois Plant No. 2		205,000		Owner		Laminating and Coil Coating Facility, General Offices
Elk Grove Village, Illinois Plant No. 7(1)		281,000		Owner		Coil Coating Facility (Assets Sold or Idled), Corporate and General Offices
Walbridge, Ohio		351,000		April 2012	(2)	Electrogalvanizing, Laminating and Coil Coating Facility
Canton, Michigan		57,000		Sept. 2018	(3)	NVH Testing and Development Center, General Offices
Eisenach, Germany		16,000		Owner		Stamping and NVH Testing Facility, General Offices

(1) As of April 12, 2010, Roll Coater, Inc. has leased 209,000 square feet of production space in Plant #7 for a minimum of three years to store equipment it purchased. For further information, see Note 17, “Elk Grove Village Asset Sale,” in the Notes to Consolidated Financial Statements in Item 8. We also lease a portion of the office space in Plant #7 to Little Lady Foods. The lease commenced on May 1, 2011 and expires on April 30, 2013, with options to extend through April 30, 2015, subject to mutual agreement.

(2) The lease automatically extends in three-year increments through April 30, 2027, unless either party explicitly cancels the lease prior to each extension date.

(3) The Company has an option to extend this lease in five-year increments through September 2043 which includes an option to purchase beginning in March 2015.

ITEM 3. LEGAL PROCEEDINGS

Note 3 of the Notes to the Consolidated Financial Statements in Item 8, entitled “Commitments and Contingencies,” is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock, $0.02 par value, was listed on the New York Stock Exchange (“NYSE”) under the symbol “MSC” until March 25, 2009, when it was suspended from trading on the exchange. Our common stock was subsequently delisted from the NYSE and was quoted on the OTC Bulletin Board (“OTCBB”) under the symbol “MASC.OB.” On September 20, 2010, trading in our common stock commenced on the NASDAQ Capital Market under the symbol “MASC.” The table below sets forth, by fiscal quarter, the high and low closing sales prices of our common stock during the past two fiscal years as reported by the OTC Bulletin Board and NASDAQ.

Fiscal Year	Fiscal Quarter			High		Low
2012		1	st	$	7.99	$	6.18
		2	nd		8.88		6.61
		3	rd		8.52		6.07
		4	th		8.72		7.83
Fiscal Year	Fiscal Quarter			High		Low
2011		1	st	$	3.55	$	1.70
		2	nd		4.75		2.75
		3	rd		5.40		3.80
		4	th		7.32		5.16

There were 399 stockholders of record of our common stock at the close of business on April 30, 2012.

Dividends

MSC has not paid cash dividends other than a nominal amount in lieu of fractional shares in connection with stock dividends. If business circumstances should change, the Board of Directors may declare and instruct us to pay dividends.

Issuer Purchases of Equity Securities

Our Board of Directors authorized the repurchase of shares of the Company’s common stock as follows:

• On January 7, 2008, 1,000,000 shares

• On January 28, 2011, 1,000,000 shares

• On May 27, 2011, 1,000,000 shares

• On September 14, 2011, 1,000,000 shares

The shares may be repurchased from time-to-time on the open market, subject to market conditions and other factors, and generally will be funded with internally generated cash. During the twelve months ended February 29, 2012, the Company repurchased 98,316 shares under the January 2008 authorization (completing that authorization), 1,000,000 shares under the January 2011 authorization (completing that authorization), 1,000,000 shares under the May 2011 authorization (completing that authorization) and 352,136 shares under the September 2011 authorization. At February 29, 2012, there were 647,864 shares available for purchase under the September 2011 authorization.

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The following table shows the repurchases of common stock made by the Company during the fiscal quarter ended February 29, 2012:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)
December 1–31, 2011		22,906	$	8.00		22,906		720,599
January 1–31, 2012		60,035	$	7.99		60,035		660,564
February 1–29, 2012		12,700	$	8.00		12,700		647,864
Total		95,641	$	7.99		95,641

1. All of the shares repurchased during the fiscal quarter ended February 29, 2012, were bought under an open market stock repurchase program (Rule 10b5-1 plan) which was previously announced September 14, 2011, and which is set to terminate on October 31, 2012.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with our Consolidated Financial Statements. The information set forth below does not necessarily indicate results of operations in the future. To fully understand factors that may affect the comparability of this financial data, it should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements and Notes included in Item 8, “Financial Statements and Supplementary Data.”

14

Selected Financial Data

Material Sciences Corporation and Subsidiaries

(Dollars and number of shares in thousands, except per share data, shareowners of record and number of employees)	Fiscal Year
	2012			2011			2010			2009			2008
Statement of Operations Data
Net Sales	$	136,734		$	137,624		$	137,820		$	187,026		$	234,991
Gross Profit		33,668			31,682			16,091			11,085			24,276
Income (Loss) from Continuing Operations Before Income Taxes(1)		13,551			12,368			(11,705	)		(25,628	)		(10,821	)
Income (Loss) from Continuing Operations		28,467			12,044			(11,620	)		(33,111	)		(6,464	)
Net Income (Loss)(1)(2)		28,467			12,044			(11,620	)		(33,111	)		(6,464	)
Diluted Net Income (Loss) Per Share	$	2.49		$	0.93		$	(0.89	)	$	(2.41	)	$	(0.45	)
Balance Sheet Data
Working Capital	$	52,457		$	56,223		$	31,573		$	33,176		$	52,473
Net Property, Plant and Equipment		34,735			30,476			41,138			47,746			67,301
Total Assets		125,096			113,930			104,050			110,039			164,315
Total Long Term Liabilities		15,350			11,795			13,812			13,824			14,576
Total Debt		—			—			—			—			—
Shareowners’ Equity		87,980			78,198			62,680			74,220			115,132
Average Capital Employed(3)	$	83,089		$	70,439		$	68,450		$	94,676		$	121,169
Cash Flow Data
Depreciation, Amortization and Accretion	$	4,906		$	5,572		$	8,536		$	10,671		$	11,389
Net Cash Provided by (Used in) Operating Activities		19,329			9,302			2,808			(1,840	)		12,907
Capital Expenditures	$	9,194		$	2,359		$	1,094		$	3,720		$	6,694
Financial Ratios
Gross Profit as a % of Net Sales		24.6	%		23.0	%		11.7	%		5.9	%		10.3	%
SG&A Expenses as a % of Net Sales		15.4	%		16.4	%		19.3	%		18.1	%		15.5	%
Income (Loss) from Continuing Operations Before Income Taxes as a % of Net Sales		9.9	%		9.0	%		(8.5	%)		(13.7	%)		(4.6	%)
Net Income (Loss) as a % of Net Sales		20.8	%		8.8	%		(8.4	%)		(17.7	%)		(2.8	%)
Research and Development as a % of Net Sales		2.8	%		1.7	%		2.0	%		2.4	%		2.8	%
Effective Income Tax Rate on Continuing Operations(2)		(110.1	%)		2.6	%		0.7	%		(29.2	%)		40.3	%
Return on Average Shareowners’ Equity		34.3	%		17.1	%		(17.0	%)		(35.0	%)		(5.3	%)
Return on Average Capital Employed		34.3	%		17.1	%		(17.0	%)		(35.0	%)		(5.3	%)
Other Data
Per Share Information:
Book Value	$	7.69		$	6.04		$	4.80		$	5.41		$	8.02
Market Price:
High	$	8.88		$	7.32		$	2.25		$	8.67		$	13.15
Low	$	6.07		$	1.70		$	0.51		$	0.90		$	5.41
Close	$	8.66		$	7.32		$	1.91		$	1.01		$	7.38
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares		11,441			12,957			13,049			13,716			14,358
Shareowners of Record		399			416			443			559			607
Number of Employees		269			264			339			372			543

(1) In fiscal 2012, MSC recorded restructuring expenses of $583, consisting primarily of employee termination benefit expenses in the U.S. and Germany. In fiscal 2011, MSC recorded a gain of $6,643 on the sales of our Middletown facility and equipment and certain of our Elk Grove Village coil coating assets, a charge of $3,720 related to asset impairment, and a charge of $1,324 related to restructuring expenses in connection with the sale of the Elk Grove Village coil coating assets. In fiscal 2010, the Company recorded restructuring expenses of $1,639, consisting primarily of employee termination benefits, in connection with a restructuring plan that eliminated production and selling, general and administrative (“SG&A”) positions. In fiscal 2009, MSC recorded a charge of $8,092 related to long-lived asset impairment; a gain of $5,897 on the sale of the assets and real property located in Morrisville, Pennsylvania; and a charge of $2,206 related to forward purchase contracts for nickel and natural gas. In fiscal 2008, MSC recorded a charge of $1,319 related to goodwill impairment.

(2) In fiscal 2012, MSC recorded a tax benefit of $18,807 related to the removal of a valuation allowance for deferred tax assets. We recorded a tax benefit of $4,398 in fiscal 2011 and a tax expense of $4,263 in fiscal 2010 to adjust the valuation allowance for changes in deferred income tax assets. In fiscal 2009, MSC recorded a charge of $17,466 related to the valuation allowance for deferred tax assets. See Note 8 of the Notes to the Consolidated Financial Statements entitled “Income Taxes.”

(3) Average capital employed represents the average of the total debt and shareowners’ equity at the beginning and ending of the fiscal year.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

We report segment information based on how we view our business for evaluating performance and making operating decisions. For the periods discussed in this Item 7, we report results on the basis of one reportable segment. This segment focuses on providing material-based solutions for acoustical and coated applications. Our acoustical material-based solutions consist of layers of metal and other coated materials used to manage noise and vibration in such products as automotive body panel parts; brake dampers; engine parts; appliances; electronics; and other industrial applications. Our coated material-based solutions include coil coated, electrogalvanized (“EG”) and film protective and decorative coatings applied to coils of metal in a continuous, high-speed, roll-to-roll process for such products as automotive fuel tanks, building products, gaskets, appliances and lighting fixtures. We use a significant level of shared assets and resources across each of our product categories. It is common for a single customer or end-user to purchase products from several product categories.

We have taken steps in recent years to adjust our capacity to match market needs and to exit certain low-profitability coil coating markets. These actions were taken because we recognized that the coil coating marketplace had excess capacity, which was having a negative effect on our results. Leaving these markets allows us to focus our activities in higher margin, more specialized products. These were the significant steps taken:

• During fiscal 2010, fiscal 2011 and fiscal 2012, management implemented restructuring plans that resulted in the elimination of production and SG&A positions.

• In April 2010, we sold a portion of our coil coating assets—including the coil coating machinery, related processing equipment, and corresponding customer base—associated with our Plant #7 in Elk Grove Village, Illinois (“Elk Grove Village”).

• In June 2010, we sold the idled facility and related production equipment located in Middletown, Ohio (“Middletown”).

See additional discussion of all these transactions in the Notes to the Consolidated Financial Statements.

As a result, MSC improved its profitability by moving away from low margin coil coated products and reducing excess capacity and overhead costs. The Company also generated cash by selling the excess non-performing assets. While total sales have declined slightly in fiscal 2012 compared to fiscal 2011, income before taxes—both in absolute dollars and a percent of sales—has improved over this period. However, the sale of the coil coating assets has us more dependent on fewer customers, and on a smaller selection of products, than in prior years. Although MSC has engaged in significant sales of production assets in recent years, it is unlikely this will continue. We will consider selling other non-core assets if the circumstances are appropriate.

At the end of fiscal 2009, based on the weight of available evidence, we determined that it was more likely than not that our deferred tax assets would not be realized. Accordingly, we recorded a valuation allowance and a charge to tax expense of $17.5 million in the fourth quarter of fiscal 2009. During fiscal 2010 and 2011, we continued to be uncertain whether all these assets will be realized. We have been able to use some of the deferred tax assets to offset tax expense resulting from the generation of taxable income. During the fourth quarter of fiscal 2012, we determined that it was more likely than not that our deferred tax assets would be realized, based on the weight of available evidence, including improved results over the three fiscal years ended February 29, 2012. Therefore, we reversed most of the valuation allowance remaining at February 29, 2012, recording a tax benefit of $14.8 million. We continue to maintain a small valuation allowance for certain state deferred tax assets which we continue to believe may not be realizable. See additional discussion in Note 8 of the Notes to the Consolidated Financial Statements entitled “Income Taxes.”

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Results of Operations as a Percentage of Net Sales (Fiscal Years)

	2012			2011			2010
Net Sales		100.0	%		100.0	%		100.0	%
Cost of Sales		75.4			77.0			88.3
Gross Profit		24.6			23.0			11.7
Selling, General and Administrative Expenses		15.4			16.4			19.3
Gain on Sale of Assets		—			(4.8	)		—
Asset Impairment Charges		—			2.7			0.3
Restructuring		0.4			1.0			1.2
Income (Loss) from Operations		8.8			7.7			(9.0	)
Total Other Income, Net		1.1			1.2			0.5
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		9.9			9.0			(8.5	)
Provision (Benefit) for Income Taxes		(10.9	)		0.2			(0.1	)
Net Income (Loss)		20.8	%		8.8	%		(8.4	)%

Results of Operations—Fiscal 2012 Compared with Fiscal 2011

($ in thousands)	2012			2011			Fav(Unfav) Variance			% Fav(Unfav) Variance
Net Sales	$	136,734		$	137,624		$	(890	)		-0.6	%
Gross Profit	$	33,668		$	31,682		$	1,986			6.3	%
% of Net Sales		24.6	%		23.0	%
Selling, General and Administrative	$	21,117		$	22,621		$	1,504			6.7	%
% of Net Sales		15.4	%		16.4	%

Net Sales

($ in thousands)	Net Sales
Application	Fiscal 2012		Fiscal 2011		Variance $			Variance %
Acoustical	$	68,343	$	73,094	$	(4,751	)		-6.5	%
Coated		68,391		64,530		3,861			6.0	%
Total	$	136,734	$	137,624	$	(890	)		-0.6	%

Sales for the fiscal year ended February 29, 2012, decreased by $0.9 million from the prior fiscal year.

Acoustical sales declined $4.8 million. Body panel laminate sales declined $4.3 million, due primarily to $3.5 million in lower shipments to General Motors (“GM”), as some models containing Quiet Steel have gone out of production and GM stopped using the technology on certain other models, and $1.0 million of lower shipments to Chrysler—due to lower builds of vehicles which use our product—partially offset by higher sales for Ford applications. Sales related to engine products declined $0.2 million due to lower sales to automotive manufacturers partially offset by higher sales to Class 8 truck manufacturers. Brake sales declined by $0.2 million, with higher sales to Asian and European customers offsetting lower North American after-market shipments. All other sales decreased by $0.1 million.

Sales of coated metal products increased $3.9 million. The increase was driven by $13.5 million in stronger sales of EG products used primarily in automotive body panel applications, as well as $2.5 million in higher sales from our ElectroBrite^® product. The prior-year sale of coil coating assets at the Elk Grove Village Plant #7, and the associated revenue, accounted for a $7.5 million reduction in net sales. Fuel tank sales decreased $6.1 million because certain vehicles at Ford have converted from the coated steel supplied by MSC to plastic fuel tank materials. Other coated sales accounted for an increase of $0.7 million, primarily in products used in lighting. Returns and allowances (a component of net sales) improved by $0.8 million mainly due to higher scrap sales associated with a higher production volume mix.

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Gross Profit. Gross profit was $33.7 million, or 24.6% of net sales, for fiscal 2012 compared with $31.7 million, or 23.0% of net sales, for fiscal 2011. This change resulted primarily from the two factors detailed below:

• Sales and operating factors accounted for a $1.0 million increase in gross profit, reflecting an improvement in the coated metal sales mix and gross margin due to lower volumes of coil coating sales, and higher sales of EG coated metal; partially offset by higher material costs.

• The cost of non-conformance (product quality, net of scrap sales) improved by $0.9 million from a year ago because scrap metal sales—which are a byproduct of our manufacturing process—increased. This increase was partially offset by higher product claim and production scrap expenses.

SG&A Expenses. Selling, general and administrative expenses (“SG&A”) were $21.1 million, 6.7% lower than fiscal 2011’s $22.6 million. The main reason for the improvement was a $1.1 million decrease in expense for the directors’ phantom stock incentive program—because of a smaller increase in the market price of the Company’s stock compared to last year—and decreases in professional fees of $1.1 million and depreciation expense of $0.3 million. These improvements were partially offset by higher product development and employee expenses of $1.0 million due to expanding sales and product development efforts to accelerate our growth.

Restructuring. Restructuring expenses were $0.6 million, 56% lower than fiscal 2011’s $1.3 million. The amount is lower because we engaged in fewer restructuring activities in the current year. See Note 14, “Restructuring,” in the Notes to the Consolidated Financial Statements in Item 8 for further discussion of our restructuring activities.

Total Other Income, Net. Total other income, net, was $1.6 million in fiscal 2012 compared with $1.7 million in fiscal 2011. The decrease was due to higher interest expense in our German subsidiary, as discussed in Note 19, “German Subsidy,” in the Notes to the Consolidated Financial Statements in Item 8. Total other income, net includes rental income of $1.1 million and $0.9 million in fiscal 2012 and fiscal 2011, respectively. The rental income was from leases in our Elk Grove Village Plant #7, which had operating expenses of $1.4 million (including depreciation of $0.8 million) and $1.5 million (including depreciation of $0.9 million) recorded in SG&A during the twelve months ended February 29, 2012 and February 28, 2011, respectively.

Income Taxes. Our effective income tax rate was a benefit of 110.1% in fiscal 2012 as compared with an expense of 2.6% in fiscal 2011. The change was primarily due to the reversal of the valuation allowance on our U.S. and German deferred tax assets during the fourth quarter of fiscal 2012. See Note 8, “Income Taxes,” in the Notes to the Consolidated Financial Statements in Item 8.

Results of Operations—Fiscal 2011 Compared with Fiscal 2010

($ in thousands)	2011			2010			Fav(Unfav) Variance			% Fav(Unfav) Variance
Net Sales	$	137,624		$	137,820		$	(196	)		(0.1	)%
Gross Profit	$	31,682		$	16,091		$	15,591			96.9	%
% of Net Sales		23.0	%		11.7	%
Selling, General and Administrative	$	22,621		$	26,545		$	3,924			14.8	%
% of Net Sales		16.4	%		19.3	%

Net Sales

($ in thousands)	Net Sales
Application	Fiscal 2011		Fiscal 2010		Variance $			Variance %
Acoustical	$	73,094	$	66,873	$	6,221			9.3	%
Coated		64,530		70,947		(6,417	)		(9.0	)%
Total	$	137,624	$	137,820	$	(196	)		(0.1	)%

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Sales were relatively flat between fiscal years, decreasing by $0.2 million.

Acoustical sales increased by $6.2 million due to strong demand for our products from our automotive customers. Body panel laminate sales for fiscal year 2011 decreased by $1.3 million mainly due to lower shipments to General Motors as some models containing Quiet Steel^® have gone out of production, and General Motors stopped using the technology on certain models. This decrease was partially offset by higher body panel laminate sales to Ford and Chrysler. In addition, sales of Quiet Steel increased $5.8 million because of higher demand in the automotive market for brakes and engine-related products, as well as a move toward a new application in the appliance market. Returns and allowances (a component of net sales) improved by $1.7 million due to reductions in customer claims and scrap, plus higher revenues generated by scrap sales.

Sales of coated metal products declined overall by $6.4 million. The sale of coil coating assets at the Elk Grove Village facility accounted for a $20.1 million reduction. This facility primarily served the appliance and building products markets. Fuel tank sales to Ford decreased by $4.2 million because certain vehicles at Ford have converted to plastic fuel tank materials from the coated steel supplied by MSC. These lower volumes were offset by stronger shipments of EG and gasket products used in automotive applications, as well as higher sales from the launch of our new ElectroBrite^® product, all of which increased sales by $14.3 million versus prior year. Returns and allowances (a component of net sales) improved by $3.5 million due to improvements in product mix (lower coil coating and higher EG), product quality and scrap sales.

Gross Profit. Our fiscal 2011 gross profit was $31.7 million, or 23.0% of net sales, compared to $16.1 million, or 11.7% of net sales in the prior fiscal year. The $15.6 million increase in gross profit for fiscal year 2011 came from two primary factors detailed below:

Sales and operating impacts accounted for an $11.8 million increase in gross profit due to:

• The sales mix improved because of lower coil coating sales (due to the Elk Grove Village asset sale), and higher electrogalvanized coated metal and automotive acoustical shipments.

• Excess capacity and production overhead costs were reduced by selling the Elk Grove Village coil coating production assets.

• The fiscal 2010 restructuring reduced operational overhead positions.

The cost of non-conformance (product quality, net of scrap sales) improved by $3.8 million from a year ago:

• Coil coating sales, which had a high cost of non-conformance, were down due to the Elk Grove Village asset sale.

• A one time fiscal 2010 $1.1 million warranty expense related to the sold Morrisville facility was not repeated in fiscal 2011.

• Scrap metal sales, which are a byproduct of our manufacturing process, increased by $1.6 million due to higher production volumes and improved scrap pricing in the secondary market.

• Overall quality improvements were made in the ongoing operations.

SG&A Expenses. Selling, general and administrative expenses (“SG&A”) were $22.6 million, 14.8% lower than fiscal 2010’s $26.5 million. The main reasons for the improvement were decreases of $4.0 million in headcount-related expenses resulting from the restructuring plans implemented in fiscal 2010 and 2011, as well as lower spending on professional fees of $1.4 million, product development of $0.6 million, and other discretionary expenses of $1.1 million. These improvements were partially offset by higher incentive compensation expenses of $1.9 million due to the reinstatement of the management incentive program in fiscal 2011, as well as $1.3 million higher expense for the directors’ phantom stock incentive program, which increased due to the increase in the market price of the Company’s stock.

Gain on Sale of Assets, Asset Impairment Charges and Restructuring. The Gain on Sale of Assets in fiscal 2011 of $6.6 million was due to the sale of our Middletown, Ohio, facility and the sale of certain production assets in our Elk Grove Village Plant #7. See Notes 16, “Middletown Asset Sale” and 17, “Elk Grove Village Asset Sale,” in the Notes to the Consolidated Financial Statements in Item 8 for further discussion of the sales. We did not sell any assets during fiscal 2010.

We recorded a charge of $3.7 million to reflect the impairment of the real estate and building improvement assets at our Elk Grove Village Plant #7 in fiscal 2011 and a charge of $0.4 million to reflect the impairment of the real estate assets at our Middletown, Ohio, facility in fiscal 2010. See Notes 15, “Asset Impairment,” and 16, “Middletown Asset Sale” in the Notes to the Consolidated Financial Statements in Item 8 for further discussion of the impairments.

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Restructuring expenses in fiscal 2011 were $1.3 million, 19% lower than fiscal 2010’s $1.6 million. The amount is lower because the fiscal 2011 restructuring plan, executed in conjunction with the sale of certain production assets in our Elk Grove Village Plant #7, had a smaller scope, only affecting certain positions at Plant #7. The fiscal 2010 restructuring plan affected positions company-wide. See Note 14, “Restructuring,” in the Notes to the Consolidated Financial Statements in Item 8 for further discussion of our restructuring activities.

Total Other Income, Net. Total other income, net, was $1.7 million in fiscal 2011 compared with $0.7 million in fiscal 2010. The increase was driven principally by rental income, which increased $0.8 million due to the lease of a portion of our Elk Grove Village Plant #7 facility. We also received dividends of $0.2 million from participating annuities purchased in 1975 as part of a pension plan that was terminated in 1989. These increases were partially offset by a reduction of interest income of $0.1 million due to the settlement of the note receivable we held in connection with the sale of the Morrisville facility. Equity in results of joint venture resulted in income of $0.4 million in both fiscal 2011 and fiscal 2010 (see Note 2 of the Notes to the Consolidated Financial Statements entitled “Joint Venture”).

Income Taxes. Our effective income tax rate was an expense of 2.6% in fiscal 2011 as compared with a benefit of 0.7% in fiscal 2010. The increase was primarily due to higher state income taxes as a result of new laws enacted during fiscal 2011 and the maintenance of a full valuation allowance on our U.S. deferred tax assets.

Liquidity and Capital Resources

We have historically financed our operations with funds generated from operating activities, borrowings under credit facilities and sales of various assets. We believe that our cash on hand and availability under our credit facility will be sufficient to fund our operations and meet our working capital needs for the foreseeable future.

We generated $19.3 million of cash from operating activities in fiscal 2012 compared with $9.3 million and $2.8 million in fiscal 2011 and fiscal 2010, respectively. The main components of cash generated from operating activities consisted of net income of $28.5 million, positive cash flow of $1.8 million from changes in working capital and a cash dividend received from Tekno of $0.6 million. This was offset by non-cash activities of $11.6 million, consisting of the tax provision of $14.8 million, depreciation of $4.9 million, changes in our deferred tax assets of $1.5 million, our portion of net income from Tekno of $0.5 million, and stock incentive plan expense of $0.3 million.

The $10.0 million increase in cash generated from operations from fiscal 2011 to fiscal 2012 is due to several factors:

• A $2.4 million payment from a significant customer was received on March 1, 2011, rather than February 28, 2011, resulting in a $4.8 million increase in fiscal 2012’s cash generated compared to fiscal 2011.

• Fiscal 2012 net income after adjustment for non-cash items increased by $2.6 million over the prior year.

• Fiscal 2011 included severance payments of $2.5 million resulting from the restructuring activities we had in fiscal 2010 and early fiscal 2011. Severance payments in fiscal 2012 were $0.5 million, or $2.0 million lower than the prior year.

• Other working capital changes, principally inventory, generated $0.6 million more cash in fiscal 2012 than in fiscal 2011.

In fiscal 2012, we invested $9.2 million in capital improvement projects compared with $2.4 million and $1.1 million in fiscal 2011 and 2010, respectively. The fiscal 2012 investments were primarily to improve productivity and expand our production and product testing capabilities. Fiscal 2013 capital expenditures are projected to be approximately $4.2 million.

In December 2008, we sold the Morrisville assets and received $5.0 million in cash and a note receivable for $4.1 million. In February 2009, the note was increased to $4.7 million for inventory sold to the buyer. We received $1.1 million in principal payments through February 28, 2010; reduced the note balance by $1.9 million in consideration for the transfer of all warranty liability to the buyer; and the buyer paid $1.7 million and retired the note in the first quarter of fiscal 2011.

In April 2010, we sold a portion of our coil coating assets, including the coil coating machinery, related processing equipment and corresponding customer base associated with our Plant #7 in Elk Grove Village to Roll Coater, Inc. for $10.0 million ($9.3 million after investment banking fees). In addition,

20

we entered into a three-year lease agreement to store the purchased equipment. The transaction did not include the sale of any real estate by MSC. The Company recorded a gain on the sale of approximately $4.7 million (net of fees) in the first quarter of fiscal 2011. MSC also recorded $1.1 million of employee termination benefit expenses and $0.2 million of inventory write-off expenses in connection with the sale. See Note 17 of the Notes to the Consolidated Financial Statements entitled “Elk Grove Village Asset Sale” for further discussion.

In June 2010, we sold the idled facility and related production equipment located in Middletown, Ohio to NCI Group for $4.9 million. The Company recorded a gain on the sale of approximately $1.9 million (net of fees) in the second quarter of fiscal 2011. See Note 16 of the Notes to the Consolidated Financial Statements entitled “Middletown Asset Sale” for further discussion.

The Company has a credit line (“Line”) with JPMorgan Chase Bank, N.A. Interest on the Line is at the bank’s prime rate (3.25% as of February 29, 2012) or Libor plus 1.50%, at our discretion. There are annual letter of credit fees of 1.50% on outstanding letters of credit and a 0.25% fee on the annual unused credit line. The Line is secured by a borrowing base equal to a specified percentage of accounts receivable and liens on other assets of the Company (including inventory, equipment, real property and intellectual property), reduced by outstanding letters of credit, and may require consent from the lender before any significant sales of the equipment or real property securing the Line. In April 2010, the Line was amended to reduce the credit line to $7.5 million and increase the minimum availability covenant to $2.5 million. In May 2011, the Line was amended to extend the expiration date from May 12, 2011, to May 13, 2013. The Line does not contain any material financial covenants.

Due to the borrowing base limitations and outstanding letters of credit of $1.1 million, the net amount available for borrowing at February 29, 2012, was $3.9 million. The lender may, at its discretion subject to the terms of the Line, modify the advance rates used in computing the borrowing base, which may limit the amounts available for future borrowings. There were no borrowings outstanding under the Line as of February 29, 2012, nor were any amounts borrowed during the 12 months ended February 29, 2012, or February 28, 2011.

Our Board of Directors authorized the repurchase of shares of the Company’s common stock as follows:

• On January 7, 2008, 1,000,000 shares

• On January 28, 2011, 1,000,000 shares

• On May 27, 2011, 1,000,000 shares

• On September 14, 2011, 1,000,000 shares

The shares may be repurchased from time-to-time on the open market, subject to market conditions and other factors, and generally will be funded with internally generated cash. The Company repurchased 98,316 shares under the January 2008 authorization (completing that authorization), 1,000,000 shares under the January 2011 authorization (completing that authorization), 1,000,000 shares under the May 2011 authorization (completing that authorization) and 352,136 shares under the September 2011 authorization during the twelve months ended February 29, 2012. At February 29, 2012, there were 647,864 shares available for purchase under the September 2011 authorization.

The following table provides information about Company purchases of common stock during the last three fiscal years (in thousands).

Period	Total Number of Shares Purchased		Total Cost		Total Number of Shares Purchased as Part of a Written Trading Plan (1)		Maximum Number of Shares that May Yet Be Purchased Pursuant to the Board Authorization
March 1, 2009 – February 28, 2010		703	$	628		703		114
March 1, 2010 – February 28, 2011		16		111		16		1,098
March 1, 2011 – February 29, 2012		2,450		17,538		2,450		648
Total		3,169	$	18,277		3,169

(1) On December 4, 2008, the Company entered into a written trading plan to purchase up to 868,971 shares under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase program. The December 2008 10b5-1 trading plan expired on December 31, 2009. On February 25, 2011, MSC entered into a written trading plan to purchase up to 1,114,081 shares. The February 2011 trading plan expired on May 26, 2011, when all of the shares had been purchased. On May 27, 2011, the Company entered into a written trading plan to purchase up to 1,000,000 shares. The plan commenced on June 1, 2011, and expired on September 22, 2011, when 1,000,000 shares had been repurchased. On October 10, 2011, MSC entered into a new written trading plan to purchase up to 1,000,000 shares. At February 29, 2012, 352,136 shares had been purchased under the October 2011 trading plan.

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We continually review the potential for investments in our growth markets. In addition, we also evaluate the potential value to shareowners of divesting facilities or other assets that are not performing to our expectations. The Company does not have an active strategy of selling assets, but will consider appropriate opportunities if they will improve shareowner value. During fiscal 2012, the Board of Directors authorized management to develop a plan to sell the building at 2200 East Pratt Boulevard in Elk Grove Village, Illinois, which is currently a non-operating asset. See Note 18 of the Notes to the Consolidated Financial Statements entitled “Plan to Sell Elk Grove Village Building” for further information.

Contractual Obligations. The following table summarizes the contractual obligations we have outstanding as of February 29, 2012 (in thousands).

Contractual Obligations	Obligations Due In
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Operating Leases	$	4,748	$	1,426	$	1,408	$	1,128	$	786
Purchase Obligations		9,312		8,819		493		—		—
Other Long-term Liabilities(1)		6,716		1,668		2,767		1,335		946
Unrecognized Tax Benefits(2)		1,136		—		—		—		1,136
Total	$	21,912	$	11,913	$	4,668	$	2,463		$2,868

1) Other Long-term Liabilities represent the expected payments for the Company’s funding requirements for pension and other postretirement benefits. See Note 6 of the Notes to the Consolidated Financial Statements for further information.

2) Unrecognized tax benefits consist of uncertain tax positions for which we are not able to reasonably estimate the timing of the potential future payments. See Note 8 of the Notes to the Consolidated Financial Statements for further information.

Off-Balance Sheet Arrangements. We had no off-balance sheet arrangements as of February 29, 2012, other than the operating leases presented in the table of contractual obligations.

Inflation

We believe that general inflation has not had a significant impact on fiscal 2012, 2011 or 2010 results of operations. However, as explained below in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” we have experienced fluctuating costs for both raw materials and energy that have had an effect on our gross profit in fiscal 2012, 2011 and 2010.

Critical Accounting Policies

Our significant accounting policies are presented within the Notes to the Consolidated Financial Statements (see Note 1 of the Notes to the Consolidated Financial Statements entitled “Summary of Significant Accounting Policies”) included elsewhere in this Form 10-K. While all of the significant accounting policies affect our Consolidated Financial Statements, some of the policies may be viewed to be critical. These policies are those that are both most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective or complex judgments and estimates. We base these judgments and estimates on historical experience and various other factors that we believe are reasonable under the circumstances. The results of judgments and estimates form the basis for making judgments about our value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in preparing our Consolidated Financial Statements.

Revenue Recognition. We recognize revenue when delivery has occurred and the risk of loss has passed to the customer. This is generally upon shipment of goods to customers, except when shipping terms dictate otherwise. We record shipping and handling billed to a customer in a sales transaction as revenue. Costs incurred for shipping and handling are recorded in cost of sales. Volume discounts due customers are recognized as earned and reported as reductions of revenue in the Consolidated Statements of Operations. We also record reductions to revenue for credits issued to customers resulting from scrap credits and manufacturing claims for product defects, based upon historical experience and upon specific claims issues as they arise. We also record as revenue all sales of scrapped and distressed inventory.

Allowance for Doubtful Accounts. We provide for an allowance for uncollectible accounts using both specific and general estimates. We calculate a specific reserve for disputed accounts receivable items by assessing specific receivables that are aged and evaluating the aging of the total receivable pool using both

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historical data and current knowledge of particular items. We calculate a general reserve for bankruptcy and insolvency by applying a fixed allowance percentage to the total receivable pool. The allowance for doubtful accounts was less than $0.1 million as of February 29, 2012, and February 28, 2011. A 10% increase or decrease in our estimates would result in a negligible change in the allowance.

Inventory. We carry inventory at the lower of cost or market, using either the specific identification or average cost method of cost valuation. Obsolete, damaged and excessive inventories are carried at net realizable value. Historical recovery rates, current market conditions, inventory receipt date and sales plans are key factors used in assessing the net realizable value of obsolete, damaged and excess inventory. We evaluate the overheads allocated to inventory based upon factory run hours and charge costs related to abnormal under-utilization directly against income. We evaluate our ability to sell inventory and recover costs of inventory through the normal sales process and record “lower of cost or market” reserves in cases where we cannot. We evaluate these factors on an interim basis as well as at year end and record adjustments as appropriate to reflect necessary write-downs. There are inherent uncertainties related to determining the recoverability of inventory that may affect our future financial statements as we reevaluate the recoverable amounts during each interim period and year end. We had inventory reserves of $1.3 million as of February 29, 2012, net of scrap inventory that can be sold on the secondary market.

Long-Lived Assets. Long-lived assets consist of property, plant and equipment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on projections of cash flows on a non-discounted basis. If the carrying value of the long-lived assets is higher than the undiscounted cash flows related to the asset group, an impairment loss may be necessary. This loss is measured by the difference between the fair value of the assets and their carrying value. Fair value is determined based on market quotes, if available, or on valuation techniques such as discounted cash flows. The valuation techniques use certain assumptions we make including, but not limited to, the estimated fair market value of assets, which are based on additional assumptions such as public market data; depreciation factors for orderly liquidation, including allowances such as dismantlement and removal; and the relationship between replacement cost (new) and market value based on the age of the assets.

During fiscal 2010, we performed an analysis comparing the carrying amount of our long-lived assets to projections of undiscounted cash flows, using the process discussed above. The analysis indicated our long-lived assets used in domestic and foreign production were not impaired, but certain R&D and corporate assets might be impaired. We engaged third-party valuation consultants to assist us in determining the fair value of these assets as of February 28, 2010. Based on the fair values we determined, the asset values were not impaired as of that date and no adjustment was required.

We did not perform an analysis of the carrying amount of our long-lived assets during fiscal 2012 or 2011, because we did not experience an event or conditions which indicated the carrying amount might be impaired. We did analyze the carrying amount of certain assets affected by the sale of coil coating assets located in Elk Grove Village in fiscal 2011. See Note 15 of the Notes to the Consolidated Financial Statements entitled “Asset Impairment” for further discussion of the analysis and results.

Income Taxes. We account for income taxes in accordance with the liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences. These are attributed to the differences between the financial statement and income tax bases of assets and liabilities and tax credit and operating loss carryforwards using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The recoverability of deferred tax assets depends on our assessment of whether it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to utilize the deferred tax asset.

In evaluating our ability to recover our deferred tax assets, in full or in part, we consider a number of factors. These involve all available positive and negative evidence including our past operating results, the existence of cumulative income or losses in the most recent fiscal years and our forecast of future taxable income on a jurisdiction-by-jurisdiction basis. In determining future taxable income, we review the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. In the event we determine that our future taxable income will not be sufficient to utilize our deferred tax assets, a valuation allowance is recorded. If that assessment changes, a charge or a benefit would be recorded in our statement of operations. We currently believe that we will realize the benefit of our deferred tax assets in the United States and Germany, except for net operating losses in certain state jurisdictions, and therefore we have reversed our valuation allowance for U.S. and German deferred tax assets and will maintain our valuation allowance on our certain state net operating losses.

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We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There are inherent uncertainties related to interpreting tax regulations in the jurisdictions in which we transact business. If judgments and estimates change, there is a risk that the tax rate may increase or decrease in any period. Amounts accrued for uncertain tax positions were $1.1 million at February 29, 2012.

Retirement Plans. The plan obligations and related assets of defined benefit retirement plans (including the non-contributory supplemental pension plans for some of our officers) and other postretirement health care plans are presented in Note 6 of the Notes to Consolidated Financial Statements entitled “Retirement and Savings Plans.” Plan assets, which consist primarily of marketable equity and debt instruments, are valued using market quotations. Plan obligations and the annual pension expense are determined by using a number of assumptions including the discount rate and the estimated future return on plan assets. To the extent actual amounts differ from these assumptions and estimated amounts, results could be adversely affected. A one percentage point increase in the estimated discount rate would decrease the net pension expense by less than $0.1 million and decrease the estimated pension liability by $1.6 million. A one percentage point decrease in the discount rate would increase the net pension expense by less than $0.1 million and increase the estimated pension liability by $1.3 million. A one percentage point increase or decrease in the estimated future return on plan assets would have a $0.1 million relative effect on fiscal 2012 net pension expense. The estimated future return on plan assets for the fiscal 2012 pension benefit income calculation is 7.0%.

Environmental Reserves. We are a party to various legal proceedings in connection with the remediation of certain environmental matters. We record these environmental reserves based on historical experience and the extent of relevant information available from various third parties. A number of assumptions are made including, without limitation, the estimated extent of the environmental damage to any particular site, the available methods of remedy, the contribution expected from various other potentially responsible parties and the discretionary authority of federal and state regulatory authorities in bringing enforcement actions. We believe our exposure for these proceedings and known sites is approximately $1.2 million. As of February 29, 2012, the Company has approximately $1.2 million in its environmental reserves.

Accounting Pronouncements

On June 16, 2011, the FASB issued ASU 2011-05, which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income (“OCI”). The ASU does not change the items that must be reported in OCI. For public entities, the ASU’s amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of adopting this guidance, which may result in changes in the presentation of its financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We operate internationally in Europe, China, Japan and Malaysia, have a joint venture in Brazil, and have a production agreement with a company in Korea. This means we are subject to potentially adverse movements in foreign currency rates. For the years ended February 29, 2012, and February 28, 2011, foreign sales were approximately 11.0% and 9.0% of consolidated net sales, respectively. Historically, the effect of movements in the exchange rates has not been material to our financial position or our results of operations. We believe the movement in foreign currency exchange rates will not have a material adverse effect on our financial statements.

We had a $7.5 million line of credit at the lender’s prime rate of interest (3.25% on February 29, 2012) or at LIBOR plus 1.50%. There was no debt outstanding as of February 29, 2012, although we did have $1.1 million in outstanding letters of credit at that date. See Note 4 of the Notes to the Consolidated Financial Statements entitled “Indebtedness.”

In the ordinary course of business, the Company enters into purchase contracts for procuring nickel carbonate, zinc shot and natural gas which are commodities used in its manufacturing processes. The intent of entering into these agreements is to mitigate the market risk and volatility associated with the pricing of these commodities. MSC maintains a commodity forward purchase policy which seeks to ensure that at any point in time the majority of the expected consumption over the next 12 months will be secured under a purchase contract at a pre-determined price. The following table lists contracts in place at February 29, 2012. We have applied the Normal Purchase/Normal Sale election to all these contracts.

Commodity	Contract Period		Remaining Contract Obligation (000s)
Natural Gas		11/1/2011 - 3/31/2012	$	62
Natural Gas		4/1/2012 - 10/31/2012		457
Natural Gas		11/1/2012 - 3/31/2013		297
Natural Gas		4/1/2013 - 10/31/2013		433
Total Natural Gas				1,249
Zinc shot		3/1/2012 - 2/28/2013		2,487
Nickel Carbonate		3/1/2012 - 2/28/2013		749
Total Commodities			$	4,485

The table below presents the carrying amount of the Company’s nickel carbonate, zinc shot and natural gas inventory as of February 29, 2012.

	Carrying Amount (000s)
Inventory
Nickel Carbonate	$	644
Zinc Shot		391
Natural Gas		159
Total	$	1,194

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following pages contain the Financial Statements and Supplementary Data as required by Item 8 of Part II of Form 10-K.

	Page No.
Report of Independent Registered Public Accounting Firm		27
Consolidated Statements of Operations for the years ended February 29, 2012, and February  28, 2011 and February 28, 2010		28
Consolidated Balance Sheets as of February 29, 2012 and February 28, 2011		29
Consolidated Statements of Cash Flows for the years Ended February 29, 2012, and February  28, 2011 and February 28, 2010		30
Consolidated Statements of Changes in Shareowners’ Equity for the years ended February  29, 2012, and February 28, 2011 and February 28, 2010		31
Consolidated Statements of Comprehensive Income (Loss) for the years ended February 29, 2012, and February  28, 2011 and February 28, 2010		32
Notes to Consolidated Financial Statements		33
Schedule II. Reserve for Receivable Allowances and Inventory Reserves		53

Note: All other financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or related notes.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners of

Material Sciences Corporation

Elk Grove Village, IL

We have audited the accompanying consolidated balance sheets of Material Sciences Corporation and subsidiaries (the “Company”) as of February 29, 2012, and February 28, 2011, and the related consolidated statements of operations, changes in shareowners’ equity, cash flows and comprehensive income (loss) for each of the three years in the period ended February 29, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Material Sciences Corporation and subsidiaries as of February 29, 2012, and February 28, 2011, and the results of their operations and their cash flows for each of the three years in the period ended February 29, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Chicago, IL

May 4, 2012

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Consolidated Statements of Operations

Material Sciences Corporation and Subsidiaries

	For the years ended February 28 or 29
(In thousands, except per share data)	2012			2011			2010
Net Sales	$	136,734		$	137,624		$	137,820
Cost of Sales		103,066			105,942			121,729
Gross Profit		33,668			31,682			16,091
Selling, General and Administrative Expenses		21,117			22,621			26,545
Gain on Sale of Assets		—			(6,643	)		—
Asset Impairment Charges		—			3,720			358
Restructuring		583			1,324			1,639
Income (Loss) from Operations		11,968			10,660			(12,451	)
Other Income, Net:
Interest and Dividend Income (Expense), Net		(48	)		79			215
Equity in Results of Joint Venture		503			491			385
Rental Income		1,107			912			159
Other, Net		21			226			(13	)
Total Other Income, Net		1,583			1,708			746
Income (Loss) Before Provision (Benefit) for Income Taxes		13,551			12,368			(11,705	)
Provision (Benefit) for Income Taxes		(14,916	)		324			(85	)
Net Income (Loss)	$	28,467		$	12,044		$	(11,620	)
Basic Net Income (Loss) Per Share	$	2.51		$	0.93		$	(0.89	)
Diluted Net Income (Loss) Per Share	$	2.49		$	0.93		$	(0.89	)
Weighted Average Number of Common Shares Outstanding Used for Basic Net Income (Loss) Per Share		11,350			12,906			13,049
Dilutive Shares		91			51			—
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares		11,441			12,957			13,049
Outstanding Common Stock Options Having No Dilutive Effect		318			261			380

The accompanying notes are an integral part of these statements.

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Consolidated Statements of Balance Sheets

Material Sciences Corporation and Subsidiaries

(In thousands, except share data)	February 29, 2012			February 28, 2011
Assets
Current Assets:
Cash and Cash Equivalents	$	28,201		$	35,629
Receivables, Less Reserves of $696 and $420, Respectively		20,136			22,581
Income Taxes Receivable		141			616
Prepaid Expenses		674			428
Inventories:
Raw Materials		9,019			9,637
Finished Goods		11,739			11,269
Short Term Deferred Tax Assets		4,313			—
Total Current Assets		74,223			80,160
Property, Plant and Equipment:
Land and Building		26,149			25,980
Machinery and Equipment		100,563			92,272
Construction in Progress		1,240			685
Gross Property, Plant and Equipment		127,952			118,937
Accumulated Depreciation		(93,217	)		(88,461	)
Net Property, Plant and Equipment		34,735			30,476
Other Assets:
Investment in Joint Venture		2,955			3,152
Long Term Deferred Tax Assets		13,024			—
Other		159			142
Total Other Assets		16,138			3,294
Total Assets	$	125,096		$	113,930
Liabilities
Current Liabilities:
Accounts Payable	$	13,364		$	15,126
Accrued Payroll Related Expenses		3,113			2,718
Accrued Expenses		5,289			6,093
Total Current Liabilities		21,766			23,937
Long-Term Liabilities:
Pension and Postretirement Liabilities		8,500			7,015
Other		6,850			4,780
Total Long-Term Liabilities		15,350			11,795
Commitments and Contingencies		—			—
Shareowners’ Equity
Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 1,000,000 Designated Series B Junior Participating Preferred; None Issued		—			—
Common Stock, $.02 Par Value; 40,000,000 Shares Authorized; 19,030,983 Shares Issued and 10,470,199 Shares Outstanding as of February 29, 2012, and 18,993,892 Shares Issued and 12,893,560 Shares Outstanding as of February 28, 2011		381			380
Additional Paid-In Capital		80,440			80,004
Treasury Stock at Cost, 8,540,784 Shares as of February 29, 2012, and 6,090,332 Shares as of February 28, 2011		(74,423	)		(56,885	)
Retained Earnings		84,052			55,585
Accumulated Other Comprehensive Loss		(2,470	)		(886	)
Total Shareowners’ Equity		87,980			78,198
Total Liabilities and Equity	$	125,096		$	113,930

The accompanying notes are an integral part of these statements.

29

Consolidated Statements of Cash Flows

Material Sciences Corporation and Subsidiaries

	For the years ended February 28 or 29
(In thousands)	2012			2011			2010
Cash Flows From:
Operating Activities:
Net Income (Loss)	$	28,467		$	12,044		$	(11,620	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Amortization and Accretion		4,906			5,572			8,536
Gain on Sale of Assets		—			(6,643	)		—
Non-Cash Loss on Impairment of Fixed Assets		—			3,720			358
Non-Cash Loss on Derivative Instruments		—			—			31
Cash Distribution Received from Joint Venture		586			763			—
Deferred Income Taxes		(14,824	)		—			—
Compensatory Effect of Stock Plans		299			204			83
Other, Net		(1,916	)		(738	)		(450	)
Changes in Assets and Liabilities:
Receivables		2,390			(1,881	)		(7,565	)
Income Taxes		121			(12	)		1,963
Prepaid Expenses		(248	)		56			177
Inventories		98			(1,008	)		4,912
Accounts Payable		(1,725	)		(2,172	)		6,034
Accrued Expenses		(280	)		(1,879	)		(194	)
Other, Net		1,455			1,276			543
Net Cash Provided by Continuing Operations		19,329			9,302			2,808
Investing Activities:
Capital Expenditures		(9,194	)		(2,359	)		(1,094	)
Proceeds from Sale of Assets		—			14,089			—
Proceeds from Note Receivable		—			1,732			1,059
Net Cash Provided by (Used in) Investing Activities		(9,194	)		13,462			(35	)
Financing Activities:
Purchase of Treasury Stock		(17,649	)		—			(627	)
Issuance of Common Stock		138			16			4
Net Cash Provided by (Used in) Financing Activities		(17,511	)		16			(623	)
Effect of Exchange Rate Changes on Cash		(52	)		(17	)		52
Net Increase (Decrease) in Cash		(7,428	)		22,763			2,202
Cash and Cash Equivalents at Beginning of Year		35,629			12,866			10,664
Cash and Cash Equivalents at End of Year	$	28,201		$	35,629		$	12,866
Non-Cash Transactions:
Capital Expenditures in Accounts Payable at Year End	$	854		$	873		$	512
Reduction of Note Receivable for Transfer of Warranty Liability	$	—		$	—		$	1,862
Treasury Stock Purchases in Accrued Liabilities at Year-End	$	—		$	111		$	—
Supplemental Cash Flow Disclosures:
Interest Paid	$	35		$	37		$	47
Net Income Taxes Paid (Refunded), Net	$	356		$	463		$	(1,995	)

The accompanying notes are an integral part of these statements.

30

Consolidated Statements of Changes in Shareowners’ Equity

Material Sciences Corporation and Subsidiaries

	Common Stock				Additional Paid-In Capital		Retained Earnings			Treasury Stock
(In thousands, except share data)	Shares		Amount							Shares			Amount
Balance as of February 28, 2009		18,977,364	$	380	$	79,696	$	55,161			(5,371,777	)	$	(56,146	)
Net Loss		—		—		—		(11,620	)		—			—
Issuance of Common Stock, Net of Cancellations		2,432		—		5		—			—			—
Compensatory Effect of Stock Plans		—		—		83		—			—			—
Purchase of Treasury Stock		—		—		—		—			(702,790	)		(628	)
Balance as of February 28, 2010		18,979,796	$	380	$	79,784	$	43,541			(6,074,567	)	$	(56,774	)
Net Income		—		—		—		12,044			—			—
Issuance of Common Stock, Net of Cancellations		14,096		—		16		—			—			—
Compensatory Effect of Stock Plans		—		—		204		—			—			—
Purchase of Treasury Stock		—		—		—		—			(15,765	)		(111	)
Balance as of February 28, 2011		18,993,892	$	380	$	80,004	$	55,585			(6,090,332	)	$	(56,885	)
Net Income		—		—		—		28,467			—			—
Issuance of Common Stock, Net of Cancellations		37,091		1		137		—			—			—
Compensatory Effect of Stock Plans		—		—		299		—			—			—
Purchase of Treasury Stock		—		—		—		—			(2,450,452	)		(17,538	)
Balance as of February 29, 2012		19,030,983	$	381	$	80,440	$	84,052			(8,540,784	)	$	(74,423	)

The accompanying notes are an integral part of these statements.

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Consolidated Statements of Comprehensive Income (Loss)

Material Sciences Corporation and Subsidiaries

	For the years ended February 28 or February 29
(In thousands)	2012			2011		2010
Net Income (Loss)	$	28,467		$	12,044	$	(11,620	)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(294	)		359		897
Retirement Liability, Net of Benefit for Income Taxes of $795, $0, and $0, Respectively		(1,290	)		3,006		(277	)
Total Other Comprehensive Income (Loss)		(1,584	)		3,365		620
Comprehensive Income (Loss)	$	26,883		$	15,409	$	(11,000	)

The accompanying notes are an integral part of these statements.

32

Material Sciences Corporation and Subsidiaries

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Nature of Operations

The operations of Material Sciences Corporation and its wholly owned subsidiaries (“MSC,” “Company,” “we,” “our” or “us”) consist of providing material-based solutions for acoustical and coated applications. Principal markets include automotive, appliance, building products, lighting and electronics.

Summary of Significant Accounting Policies

The significant accounting policies of MSC, as summarized below, conform to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and the disclosures in the financial statements. Actual results could differ from those estimates. Significant estimates include deferred tax asset valuation allowances, reserves for inventory and receivable exposures, product claims, income taxes, health and workers compensation benefits, pension and postretirement benefits and contingencies. A reclassification has been made to the prior years’ consolidated financial statements to conform to the fiscal 2012 presentation—“Rental Income” was reclassified from “Other, Net” on the Condensed Consolidated Statements of Operations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts for MSC after all intercompany transactions have been eliminated. In South America, the Company owns 51% of the equity and holds 50% of the voting rights in a joint venture partnership with Tekno S.A. (“Tekno”), which manufactures and sells acoustical products. Under the terms of the Tekno agreement, significant actions require unanimous consent of all parties and, as a result, MSC does not have a controlling interest in Tekno. Accordingly, the Company accounts for Tekno under the equity method.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial assets and liabilities approximate fair value due to the short maturities of these instruments.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three or fewer months.

Accounts Receivable

Accounts receivable are recorded at their estimated fair value net of allowances for doubtful accounts, claims, discounts and other credits expected to be granted to customers. The Company provides reserves for uncollectible receivables due to customer bankruptcy, insolvency or disputes over terms and conditions. The methodology for calculating the allowance for doubtful accounts includes an assessment of specific receivables that are aged and an assessment of the aging of the total receivable pool. MSC also records reductions of revenue for credits issued to customers resulting from manufacturing claims for product defects based upon historical experience and upon specific claims issues as they arise. Any differences between these estimates and actual costs are recorded on a monthly basis and are reflected in the historical experience prospectively. Total accounts receivable reserves were $0.7 million and $0.4 million at February 29, 2012, and February 28, 2011, respectively.

Inventories

Inventories are stated at the lower of cost or market, using either the specific identification or average cost method of cost valuation. Due to the continuous nature of the Company’s operations, work-in-process inventories are not material. MSC holds some of its inventory at outside processors and locations. The Company had approximately $2.7 million and $4.5 million of inventory at outside processors at February 29, 2012, and February 28, 2011, respectively.

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Commodity Contracts

We are exposed to certain risks related to ongoing business operations. We enter into derivative instruments with the objective of managing our financial and operational exposure arising from these risks. The primary risk managed by using derivative instruments is commodity price risk. From time-to-time in the ordinary course of business, the Company enters into purchase contracts for procuring nickel carbonate, zinc shot and natural gas, which are commodities used in its manufacturing processes. These agreements are intended to mitigate the market risk and volatility associated with the pricing of these commodities. MSC maintains a commodity forward purchase policy, which seeks to ensure that at any time the majority of the expected consumption over the next 12 months is secured under a purchase contract at a predetermined price. When we enter into these contracts, we apply the Normal Purchase/Normal Sale election for each of them, which excludes them from being accounted for as derivative instruments at fair value as long as they qualify for the election.

Long-Lived Assets

Property, plant and equipment are recorded at cost. Improvements and replacements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives as follows: buildings and building improvements, 5 to 20 years; operating equipment, 5 to 20 years; furniture and fixtures, 5 to 10 years; software, 5 years; motor vehicles, 3 years. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining life of the lease.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, based on projections of non-discounted cash flows. If the carrying value of the depreciable long-lived assets is higher than the undiscounted cash flows related to the asset group, an impairment loss may be necessary. The impairment would be measured by the difference between the fair value of the assets and their carrying value. Fair value is determined based on market quotes, if available, or based on valuation techniques such as discounted cash flows. The valuation techniques require us to make assumptions, including, but not limited to, estimated fair value of assets, which are based on additional assumptions, such as public market data; depreciation factors for orderly liquidation, including allowances such as dismantlement and removal; and the relationship between replacement cost and market value based on the age of the assets.

Revenue Recognition

The Company recognizes revenue when delivery has occurred and the risk of loss has passed to the customer. This is generally upon shipment of goods to customers, except when shipping terms dictate otherwise. The Company records shipping and handling billed to a customer in a sales transaction as revenue. Costs incurred for shipping and handling are recorded in cost of sales. Volume discounts due customers are recognized as earned and reported as reductions of revenue in the Consolidated Statements of Operations.

Research and Development

The Company expenses all research and product development costs in the period incurred. Research and product development expenses of $3.9 million, $2.3 million and $2.8 million in fiscal 2012, 2011 and 2010, respectively, are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

Foreign Currency

The Company’s international operations are translated into U.S. dollars using current exchange rates at the balance sheet date for assets and liabilities. A weighted average exchange rate is used to translate sales, expenses, gains and losses. The currency translation adjustments are reflected in accumulated other comprehensive loss in Shareowners’ Equity. Transactions denominated in currencies other than U.S. dollars are translated at the spot rate when the transaction is settled. Any gains or losses from the settlement are reflected in other income in the Consolidated Statement of Operations.

Income Taxes

Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we

34

are able to realize their benefit, or that future deductibility is uncertain. At the end of fiscal 2009, we determined that we needed to provide a valuation allowance for a substantial portion of our deferred tax assets, and recorded a $17.5 million charge to income. We recorded a tax benefit of $4.4 million in fiscal 2011 and a tax expense of $4.3 million in fiscal 2010 to adjust the valuation allowance for changes in deferred income tax assets. During fiscal 2012 we recorded a tax benefit of $4.0 million to reverse the valuation allowance for changes in deferred income tax assets during the year. At the end of fiscal 2012, we recorded a tax benefit of $14.8 million to reverse the remaining valuation allowance on all but certain state net operating losses. See Note 8 entitled “Income Taxes” for further discussion of this reserve.

Equity Plans

The Company has one active equity award plan: the Material Sciences Corporation 1992 Omnibus Awards Plan for Key Employees (“1992 Plan”). There are 3,262,500 shares authorized under the 1992 Plan to provide stock options, restricted stock and other equity awards under various programs. MSC also has one inactive equity award plan: the Material Sciences Corporation 2001 Compensation Plan for Non-Employee Directors (“2001 Directors Plan”), which expired on February 29, 2004. See Note 10 entitled “Equity and Compensation Plans” for additional discussion on both plans.

The Company recorded $0.3 million, $0.2 million and $0.1 million of compensation expense related to stock options for each year in fiscal 2012, 2011 and 2010. See Note 10 entitled “Equity and Compensation Plans” for a complete discussion of these items.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at February 29, 2012, and February 28, 2011, are as follows:

(in thousands)	February 29, 2012			February 28, 2011
Foreign Currency Translation	$	1,764		$	2,059
Pension Liability, Net of Tax of $2,208 and $1,483		(4,911	)		(3,735	)
Other Post Retirement Liabilities, Net of Tax of $935 and $865		677			790
Total	$	(2,470	)	$	(886	)

Recent Accounting Pronouncements

On June 16, 2011, the FASB issued ASU 2011-05, which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income (“OCI”). The ASU does not change the items that must be reported in OCI. For public entities, the ASU’s amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of adopting this guidance, which may result in changes in the presentation of its financial statements.

Consideration of Events Subsequent to the Date of the Consolidated Balance Sheet

The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Consolidated Balance Sheet, including the estimates inherent in the process of preparing the consolidated financial statements. MSC does not recognize subsequent events that provide evidence about conditions that did not exist at the date of the Consolidated Balance Sheet but arose after that date and before the consolidated financial statements are issued. For these purposes, and relating to the February 29, 2012, Consolidated Balance Sheet, the Company has evaluated events occurring after that date through the date of this report. Any significant events that occurred after February 29, 2012, and which had an effect on the February 29, 2012, consolidated financial statements are reflected in these statements or the related notes, and are identified as subsequent events.

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Note 2: Joint Venture

In November 2000, a subsidiary of MSC formed a joint venture with Tekno to manufacture and sell Quiet Steel^® and disc brake noise damper material for the South American market. Tekno’s sales were $4.6 million, $4.5 million and $4.2 million in fiscal 2012, 2011 and 2010, respectively. Tekno’s income was $1.0 million, $1.0 million and $0.8 million in fiscal 2012, 2011 and 2010, respectively. MSC owns 51% of the equity interest and holds 50% of the voting interest in the joint venture.

Under the equity method, MSC includes its portion of Tekno’s results of operations in the Consolidated Statements of Operations under equity in results of joint venture. The equity in results of joint venture was net income of $0.5 million, $0.5 million and $0.4 million in fiscal 2012, 2011 and 2010, respectively. The Company received cash dividends of $0.6 million, $0.8 million and zero in fiscal 2012, fiscal 2011 and fiscal 2010, respectively.

Note 3: Commitments and Contingencies

MSC is a party to various legal proceedings in connection with the remediation of certain environmental matters as detailed below. We record these environmental reserves based upon historical experience and the extent of relevant information available from various third parties. A number of assumptions are made including, without limitation, the estimated extent of the environmental damage to any particular site, the available methods of remedy, the contribution expected from various other potentially responsible parties (“PRP”) and the discretionary authority of federal and state regulatory authorities in bringing enforcement actions.

In 1984, MSC was named as a PRP under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) for the surface, soil and ground water contamination at a Superfund site in Gary, Indiana. The U.S. District Court for the Northern District of Indiana entered a Consent Decree between the government and certain PRPs (including MSC) on the scope of the remediation work at the site. We receive periodic updates on the projected costs of the remediation work from the environmental consultant employed by certain PRPs (including MSC) to manage the remediation project. Remediation work is ongoing and we maintain a letter of credit for approximately $1.0 million to secure our estimated share of these expenses. The estimate of our liability for this site was $0.8 million at February 29, 2012.

In 2003, MSC, along with many other companies, was named as a PRP by the United States Environmental Protection Agency (“USEPA”) under CERCLA at the Lake Calumet Cluster Site in Chicago, Illinois, for allegedly sending certain waste from its Elk Grove Village facility to the site. The Illinois EPA (“ILEPA”) assumed the role of lead agency for the site and is conducting soil grading work, capping and a cost analysis at the site with funds made available by the state. No lawsuits have been filed against any of the PRPs, but it is likely that the USEPA will seek reimbursement of its costs. In March 2010, the USEPA indicated it will make Lake Calumet a Superfund site, which will provide additional federal funds for the cleanup. To date, we have not received any notice that this designation has occurred. The Company cannot determine what effect, if any, this change in designation will have on its liability. The estimate of the Company’s liability for this site was $0.3 million at February 29, 2012.

In 1998, the California Environmental Protection Agency (“CEPA”) named MSC and many other entities as PRPs under CERCLA at the Chatham Brothers Barrelyard Site in Escondido, California (“Chatham Site”) for surface, soil and ground water contamination associated with former waste handling activities at the site. CEPA alleged that a predecessor to MSC arranged for the transportation and treatment of waste handled at the site. California’s Department of Toxic Substances Control (“DTSC”) is acting as lead agency for the investigation and cleanup of the Chatham Site and has approved a Remedial Action Plan for long-term remediation at the site. The estimate of the Company’s liability for this site was $0.1 million at February 29, 2012.

MSC’s environmental reserves were approximately $1.2 million and $1.3 million as of February 29, 2012 and February 28, 2011, respectively. The Company does not believe that the outcome of its environmental legal proceedings will have a material adverse effect on its results of operations, financial position or cash flows, given the reserves recorded as of February 29, 2012, and, where applicable, taking into account contributions from other PRPs. There are, however, a number of uncertainties including, without limitation, the cost of site cleanup, the discretionary authority of federal and state regulatory authorities in bringing enforcement actions and other factors that affect the Company’s range of exposures.

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Other Matters

MSC is also a party to various legal actions and customer disputes arising in the ordinary course of its business. These legal actions and customer disputes cover a broad variety of claims spanning MSC’s entire business. The Company believes that the resolution of these legal actions and customer disputes will not, individually or in the aggregate, have a material adverse effect on its results of operations, financial position or cash flows.

Note 4: Indebtedness

The Company has a credit line (“Line”) with JPMorgan Chase Bank, N.A. Interest on the Line is at the bank’s prime rate (3.25% as of February 29, 2012) or Libor plus 1.50%, at our discretion. There are annual letter of credit fees of 1.50% on outstanding letters of credit and a 0.25% fee on the annual unused credit line. The Line is secured by a borrowing base equal to a specified percentage of accounts receivable and liens on other assets of the Company (including inventory, equipment, real property and intellectual property), reduced by outstanding letters of credit, and may require consent from the lender before any significant sales of the equipment or real property securing the Line. In April 2010, the Line was amended to reduce the credit line to $7.5 million and increase the minimum availability covenant to $2.5 million. In May 2011, the Line was amended to extend the expiration date from May 12, 2011, to May 13, 2013. The Line does not contain any material financial covenants.

Due to the borrowing base limitations and outstanding letters of credit of $1.1 million, the net amount available for borrowing at February 29, 2012, was $3.9 million. The lender may, at its discretion subject to the terms of the Line, modify the advance rates used in computing the borrowing base, which may limit the amounts available for future borrowings. There were no borrowings outstanding under the Line as of February 29, 2012, nor were any amounts borrowed during the 12 months ended February 29, 2012, or February 28, 2011.

Note 5: Leases

MSC leases one manufacturing facility (Walbridge, Ohio) under a lease ending April 30, 2012, which automatically extends in three-year increments through April 30, 2027, unless either party explicitly cancels the lease prior to each extension date. The Company also leases its Application Research Center in Michigan under a lease ending in September 2018, with the option to extend in five-year increments through September 2043. The Company is in compliance with all the terms of these leases. Other equipment is leased under non-cancelable operating leases. The table below presents future minimum lease payments. We also rent portions of our Plant #7 facility in Elk Grove Village, IL, and will recognize $1.3 million in future income under existing contractual rental agreements through the first quarter of fiscal 2014. These agreements have renewal options, provided both parties agree.

(in thousands)
2013	$	1,426
2014		820
2015		588
2016		571
2017		557
2018 and Thereafter		786
Total Minimum Lease Payments	$	4,748

Total rental expense under operating leases was $1.5 million in fiscal 2012, $1.5 million in fiscal 2011 and $1.8 million in fiscal 2010. Rental income was $1.1 million, $0.9 million and $0.2 million in fiscal 2012, 2011 and 2010, respectively.

Note 6: Retirement and Savings Plans

As of February 29, 2012, the Company had one defined contribution retirement plan qualifying under the Internal Revenue Code Section 401(k): Material Sciences Corporation Savings & Investment Plan (the

37

“SIP”). All employees of MSC are automatically enrolled in the SIP for a basic contribution, unless they elect not to participate. Employees may also elect to contribute more or less than the basic contribution level. Mercer Trust Company is the custodial trustee of all SIP assets and participant loans.

Under the SIP, participants may contribute up to 85% of their annual compensation, as defined in the SIP, subject to certain Internal Revenue Code limitations. The Company may, at its discretion, make matching contributions to the SIP at varying rates by location on the first 6% of base compensation of participating employees. MSC also makes an annual contribution into the SIP at varying rates by location for employees who are active participants in the SIP. The cost of the SIP was $0.5 million in fiscal 2012, fiscal 2011 and fiscal 2010.

MSC has non-contributory defined benefit pension plans that cover some of its employees. The Company contributes amounts required to meet ERISA funding requirements for these defined benefit plans. All the defined benefit plans are frozen, so no additional benefits accrue under them and there are no new participants. In addition to the benefits previously described, some former MSC officers participated in a non-contributory supplemental pension plan that is still outstanding.

The Company provides some of its retired employees with certain postretirement health care benefits, which MSC may periodically amend or modify. Certain employees may be eligible for these benefits if they reach normal retirement age while employed by the Company.

During the third quarter of fiscal 2011, the Company identified an error in computing benefit costs for certain of its postretirement benefit plans. Benefit costs in fiscal 2008, 2009, 2010 and the first two quarters of fiscal 2011 were overstated because a reduction in benefits implemented in fiscal 2008 was not reflected in the computation of benefit costs for those periods. The cumulative effect of the error at November 30, 2010, was a $0.4 million reduction in expense, of which $0.2 million related to prior fiscal years, and a reduction of the accrued liability at November 30, 2010, of $0.6 million. MSC recorded the cumulative effect in the third quarter of fiscal 2011.

Additionally, in November 2010 the Company notified beneficiaries of its postretirement benefit plans that the plans would be amended and the benefits available under the plans would be reduced effective January 1, 2011. The effect of the amendments was a reduction of the accrued liability at November 30, 2010, of $1.5 million. Actuarial adjustments, changes in employee participation, and normal benefit payments accounted for an additional reduction of the accrued liability at November 30, 2010, of $0.3 million. In total, the liability for postretirement benefits was reduced by $2.4 million at November 30, 2010.

The following tables present a reconciliation of the change in benefit obligation, a reconciliation of the change in plan assets, a statement of the funded status of the plans, the components of net periodic benefit cost and the assumptions used in determining the plans’ funded status and periodic cost. The assumptions do not consider salary increases as the majority of plans are either frozen or do not account for salary increases in determining future benefits.

	Pension Benefits						Postretirement Benefits
(in thousands except %)	2012			2011			2012			2011
Change in Benefit Obligation:
Obligation, March 1	$	14,475		$	14,032		$	1,842		$	4,963
Service Cost Benefits Earned During the Period								20			63
Interest Cost on Benefit Obligation		678			673			86			205
Plan Amendments		—			—			—			—
Actuarial (Gain) Loss		2,080			1,118			94			(1,154	)
Benefit Payments		(1,269	)		(1,348	)		(84	)		(277	)
Curtailments		—			—			—			—
Other Plan Changes		—			—			—			(1,958	)
Obligation, February 29 & February 28	$	15,964		$	14,475		$	1,958		$	1,842
Change in Plan Assets:
Plan Assets at Fair Value, March 1	$	8,305		$	7,096			—		$	—
Actual Return on Plan Assets		324			1,236			—			—
Company Contributions		1,157			1,321			84			277
Benefit Payments		(1,269	)		(1,348	)		(84	)		(277	)
Plan Assets at Fair Value, February 29 & February 28	$	8,517		$	8,305		$	—		$	—
Funded Status:
Funded Status	$	(7,447	)	$	(6,170	)	$	(1,958	)	$	(1,842	)

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	Pension Benefits
	2012		2011
Plans with Accumulated Benefit Obligation in excess of Plan Assets
Accumulated Benefit Obligation	$	15,964	$	14,475

	Pension Benefits									Postretirement Benefits
	2012			2011			2010			2012			2011			2010
Components of Net Periodic Benefit Cost:
Service Cost Benefits Earned During the Period	$	—		$	—		$	—		$	20		$	63		$	99
Interest Cost on Benefit Obligation		677			674			813			86			205			273
Expected Return on Assets		(577	)		(534	)		(388	)		—			—			—
Amortization of Prior Service Cost		—			—			—			(276	)		(64	)		—
Amortization of Net (Gain) Loss		431			389			481			188			218			186
Settlements and Curtailment		—			—			—			—			—			—
Net Periodic Benefit Cost	$	531		$	529		$	906		$	18		$	422		$	558

	Pension Benefits						Postretirement Benefits
	2012			2011			2012			2011
Amounts Recognized in the Consolidated Balance Sheets
Prepaid Benefit Cost	$	—		$	—		$	—		$	—
Current Liability		(780	)		(825	)		(126	)		(178	)
Non-Current Liability		(6,667	)		(5,351	)		(1,833	)		(1,664	)
Net Amount Recognized	$	(7,447	)	$	(6,176	)	$	(1,959	)	$	(1,842	)

	Pension Benefits				Postretirement Benefits
	2012		2011		2012			2011
Amounts Recognized in Accumulated Other Comprehensive Loss
Prior Service Cost (Credit)	$	—	$	—	$	(1,617	)	$	(1,893	)
Net (Gain) or Loss		7,119		5,217		1,875			1,968
Net Amount Recognized	$	7,119	$	5,217	$	258		$	75

	Pension Benefits						Postretirement Benefits
	2012			2011			2012			2011
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
Net (Gain) or Loss	$	2,333		$	416		$	95		$	(1,154	)
Amortization of Prior Service Cost (Credit)		—			—			276			64
Prior Service Cost (Credit)		—			—			—			(1,958	)
Adjustment for 2007 Plan Amendment		—			—			—			233
Amortization of Net (Gain) or Loss		(431	)		(389	)		(188	)		(218	)
Net Amount Recognized	$	1,902		$	27		$	183		$	(3,033	)

	2012			2011			2010
Assumptions Used in Determining the Plans’ Funded Status:
Discount Rate(1)		4.00%-4.23	%		5.22%-5.50	%		5.64%-5.94	%
Rate of Increase in Compensation Levels		N/A			N/A			N/A

	2012			2011			2010
Assumptions Used in Determining Net Periodic Benefit Cost:
Discount Rate		5.22%-5.50	%		5.64%-5.94	%		6.81%-6.86	%
Expected Long-Term Rate of Return on Assets		7.00	%		7.50	%		7.50	%

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MSC continues to review its postretirement benefits, incorporating actual and anticipated benefit changes. In determining the present value of the accumulated postretirement benefit obligation and net cost, MSC assumed health care cost annual increases would decline from 7% to 5% per year over the life of the obligation. However, for some benefits no trend rate is applicable.

A 1% increase in assumed health care cost trend rates will raise the total of the service and interest cost components of net periodic postretirement benefit cost by less than $0.1 million, and the health care component of the accumulated postretirement benefit obligation by $0.1 million as of February 29, 2012. A 1% decrease in assumed health care cost trend rates will lower the total of the service and interest cost components of net periodic postretirement benefit cost by less than $0.1 million, and the health care component of the accumulated postretirement benefit obligation by $0.1 million as of February 29, 2012.

Plan Assets. The Company’s pension plan weighted-average asset allocations at February 29, 2012, and February 28, 2011, by asset category, were as follows:

	2012			2011
Equity Securities		65	%		65	%
Debt Securities		35	%		35	%
Total		100	%		100	%

The investment objective of MSC’s pension plans is to meet the current and future defined benefit payments of participants and beneficiaries of its retirement plans. The plans will invest in funds with appropriate long-term goals and objectives. Individual funds included will seek to provide a long-term competitive rate of return, net of expenses, at appropriate risk levels—which over the long run is equal to or exceeds outlined benchmarks. To maximize diversification, the plans will invest in portfolios within four broad asset classes: bonds, large company stocks, small company domestic stocks and foreign stocks. To provide additional diversification and further reduce the volatility of the portfolio, the Plans will divide the large and small stock domestic portions between value and growth managers.

The approach used to determine the expected long-term rate of return on plan assets assumption is based on weighting historical market index returns for various asset classes in proportion to the assets held in the Material Sciences Corporation Master Trust (“Trust”). The Trust targets an asset allocation of approximately 63% in equity securities and 37% in fixed income securities.

The Company determines the fair value of plan assets using observable market data obtained from independent sources when available. The Company classifies its plan assets according to the fair value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets.

• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The table below summarizes the fair value measurements of the Trust’s assets at February 29, 2012, and February 28, 2011, by asset class (in thousands).

(in thousands)	Balance as of February 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and Cash Equivalents	$	52	$	52	$	—	$	—
Mutual Funds—Equity Securities	$	5,528	$	5,528		—		—
Mutual Funds—Bonds	$	2,937	$	2,937		—		—
Total	$	8,517	$	8,517	$	—	$	—

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(in thousands)	Balance as of February 28, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and Cash Equivalents	$	96	$	96	$	—	$	—
Mutual Funds—Equity Securities	$	5,411	$	5,411		—		—
Mutual Funds—Bonds	$	2,798	$	2,798		—		—
Total	$	8,305	$	8,305	$	—	$	—

The Company expects to contribute approximately $1.5 million to its qualified and non-qualified defined benefit pension plans in fiscal 2013. Benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years after that, are shown in the table below (in thousands).

Expected Benefit Payments:
2013	$	1,319
2014		1,198
2015		1,147
2016		953
2017		822
2018 through 2022		4,109
Total	$	9,548

MSC expects to contribute approximately $0.1 million to its postretirement benefit plans other than pensions in fiscal 2013. Benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five following fiscal years, are shown in the table below (in thousands).

Expected Benefit Payments:
2013	$	126
2014		105
2015		99
2016		95
2017		97
2018 through 2022		555
Total	$	1,077

Note 7: Interest Income, Net

The table presented below analyzes the components of interest income, net.

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Interest Expense	$	(113	)	$	(36	)	$	(45	)
Interest Income		65			115			260
Interest Income, Net	$	(48	)	$	79		$	215

Note 8: Income Taxes

Income (loss) from continuing operations before income taxes was as follows:

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
United States	$	13,778		$	12,900		$	(10,762	)
Foreign		(227	)		(532	)		(943	)
	$	13,551		$	12,368		$	(11,705	)

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The components of the provision (benefit) for income taxes and reconciliation between the statutory rate for federal income taxes and the effective tax rate are summarized and presented below.

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Tax Provision (Benefit)
Current:
Federal	$	(817	)	$	(32	)	$	(224	)
State		853			341			136
Foreign		(128	)		15			3
		(92	)		324			(85	)
Deferred:
Federal		(9,530	)		—			—
State		(1,565	)		—			—
Foreign		(3,729	)		—			—
		(14,824	)		—			—
Tax Provision (Benefit)	$	(14,916	)	$	324		$	(85	)

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Tax Rate Reconciliation
Tax Provision (Benefit) at Federal Statutory Rate	$	4,743		$	4,329		$	(4,097	)
State and Local Taxes, Net of Federal Tax Benefit		525			521			(237	)
Effect of Changes in Tax Rates		(76	)		(88	)		—
Change in Unrecognized Tax Benefits		(1,029	)		(96	)		90
Valuation Allowance		(18,807	)		(4,398	)		4,263
Research and Development Credit		(22	)		(79	)		(57	)
Manufacturing Deduction		(440	)		—			—
Other, Net		190			135			(47	)
Tax Provision (Benefit) at Effective Income Tax Rate	$	(14,916	)	$	324		$	(85	)

Temporary differences that give rise to deferred tax assets and (liabilities) were as follows:

(in thousands)	Fiscal 2012			Fiscal 2011
Reserves Not Deductible Until Paid	$	1,270		$	1,927
Employee Benefit Liabilities		6,257			5,127
Net Operating Loss and Tax Credit Carryforwards		4,855			8,498
Property and Equipment		5,088			4,747
Other		434			456
Total Gross Deferred Tax Asset	$	17,904		$	20,755
Valuation Allowance		(567	)		(20,755	)
Total Net Deferred Tax Assets	$	17,337		$	0

The Company records deferred tax assets and liabilities using enacted tax rates on the differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. During fiscal 2012, MSC reduced its valuation allowance by $4.0 million for reductions in the deferred tax assets during the year. After considering all available positive and negative evidence, the Company has reversed $14.8 million of the remaining valuation allowance on its U.S. and German deferred tax assets as of February 29, 2012, as the Company has determined that it is more likely than not that these benefits will be realized. The Company will maintain a valuation allowance of $0.6 million on its deferred tax asset for certain state net operating losses as of February 29, 2012, because it is not more likely than not that these benefits will be realized.

As of February 29, 2012, deferred tax assets for federal, state and foreign net operating losses and tax credit carry forwards of $3.6 million were available with an unlimited expiration date, and the remaining $1.3 million (net of federal taxes) expires in varying amounts in fiscal years 2018 through 2032.

There are inherent uncertainties related to the interpretation of tax laws in the jurisdictions in which the Company transacts business. In evaluating its various tax filing positions, the Company records tax benefits only if management determines that they are more likely than not to be sustained. Adjustments

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are made to the Company’s liability for unrecognized tax benefits in the period in which an issue is settled with the respective tax authorities, the statute of limitations expires or when new information becomes available. Adjustments to the amounts accrued may increase or decrease tax expense in any period. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in millions):

	Fiscal 2012			Fiscal 2011			Fiscal 2010
Gross unrecognized tax benefits at beginning of year	$	2.2		$	2.5		$	3.1
Decreases in tax positions for prior years		(0.1	)		(0.2	)		(0.6	)
Lapse in statute of limitations		(1.0	)		(0.1	)		—
Gross unrecognized tax benefits at end of year	$	1.1		$	2.2		$	2.5

Amounts accrued for tax liabilities due to the potential change in judgments and estimates are $1.1 million at February 29, 2012. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $0.9 million at February 29, 2012, $1.4 million at February 28, 2011, and $1.5 million at February 28, 2010.

The Company anticipates that it is reasonably possible that the total amount of unrecognized tax benefits of $1.1 million will significantly change during the next 12 months. The estimated range is a decrease of zero to $0.5 million. The period open for tax examinations varies depending on the tax jurisdiction. The Company is open to examination by the Internal Revenue Service for fiscal years 2005 through 2011. MSC is currently under audit in the U.S. for fiscal years 2010 and 2011. The resolution of the U.S. tax audit is not expected to materially affect the results of operations, financial position or cash flows. The Company completed an audit in Germany for fiscal years 2004 through 2007.

The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense. The Company recorded negligible interest and penalties in the fiscal 2012, 2011 and 2010 Consolidated Statement of Operations, respectively. The total accrued interest expense related to tax uncertainties recognized in the Consolidated Balance Sheets was $0.3 million at February 29, 2012, and $0.3 million at February 28, 2011.

Note 9: Significant Customers and Export Sales

Due to the concentration in the automotive industry, sales to individual automotive customers—including indirect sales—are significant. The following table shows direct sales to our significant customers that represented 10% or more of consolidated net sales for any of fiscal 2012, 2011 or 2010.

	% of Consolidated Net Sales
Customer	Fiscal 2012			Fiscal 2011			Fiscal 2010
U.S. Steel		22	%		15	%		7	%
Chrysler LLC		17	%		17	%		11	%
Ford Motor Company		12	%		18	%		21	%
General Motors Corporation		1	%		3	%		10	%

The following table shows gross accounts receivable from these significant customers as a percentage of total consolidated gross accounts receivable as of February 29, 2012 and February 28, 2011.

	% of Consolidated Gross Accounts Receivable
Customer	February 29, 2012			February 28, 2011
Chrysler LLC		18	%		14	%
Ford Motor Company		15	%		18	%
U.S. Steel		12	%		24	%
General Motors Corporation		1	%		1	%

For certain automotive customers, we may purchase unprocessed steel and then sell the finished, coated or laminated steel back to the same customer. Thus, for those companies, we may carry significant accounts payable balances.

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MSC’s domestic and foreign net sales are presented in the chart below. Sales to customers in any one foreign country did not comprise greater than 10% of consolidated net sales for any period presented.

Net Sales (in thousands)	Fiscal 2012		Fiscal 2011		Fiscal 2010
Domestic	$	121,684	$	125,179	$	126,988
Foreign		15,050		12,445		10,832
Total	$	136,734	$	137,624	$	137,820

Domestic net sales included sales originated by our domestic subsidiaries and shipped to customers located in Asia of $0.4 million, $3.5 million and $2.0 million for the three years ended February 28 or 29, 2012, 2011 and 2010, respectively.

Note 10: Equity and Compensation Plans

The Company has one active equity award plan, the 1992 Plan, and one inactive equity award plan, the 2001 Directors Plan.

There are 3,262,500 shares authorized under the 1992 Plan to provide stock options and restricted stock under various programs. Non-qualified stock options generally vest over three years from the date of grant and expire between five and 10 years from the date of grant. Under the 1992 Plan, restricted stock and cash awards generally vest over three to five years from the date of grant. Some of these awards require a cash contribution from the employee. Shares of restricted stock are awarded in the name of the employee, who has all the rights of a shareowner, subject to certain restrictions or forfeitures. Restricted stock and cash awards have been issued with restrictions based upon time, Company earnings performance, or a combination of both.

There were 150,000 shares authorized under the 2001 Directors Plan. This plan consisted of grants that provide for all or a portion of each non-employee director’s annual retainer. The 2001 Directors Plan expired on February 29, 2004 and no additional grants will be made under the plan. As of February 29, 2012, options for 18,087 shares were outstanding and exercisable under the 2001 Directors Plan.

The Company recorded $0.3 million, $0.2 million and $0.1 million of compensation expense, net of applicable taxes, related to stock options for each year in fiscal 2012, 2011 and 2010 Consolidated Statement of Operations.

Stock Option Activity

The Company granted 200,000 stock options during fiscal 2012. The weighted average Black-Scholes value of each option granted was $4.13. The Company granted 200,000 stock options during fiscal 2011. The weighted average Black-Scholes value of each option granted was $0.93. MSC did not grant stock options during fiscal 2010. 22,304 options were exercised during fiscal 2012. As of February 29, 2012, there was $0.7 million of total gross compensation expense related to unvested stock option grants which is expected to be recognized ratably over a period ending in the first quarter of fiscal 2015.

The following tables summarize stock option activity for fiscal year 2012:

	Options Outstanding
Stock Option Activity	Directors			Key Employees			Weighted Average Exercise Price		Aggregate Intrinsic Value (in $000’s)
Outstanding as of February 28, 2011		25,958			422,443		$	6.50	$	1,064
Granted		—			200,000			7.50
Exercised		—			(22,304	)		4.64
Canceled/Forfeited		(7,871	)		(112,001	)	$	11.32
Outstanding as of February 29, 2012		18,087			488,138		$	5.84	$	1,472
Exercisable as of February 29, 2012		18,087			113,138		$	8.42
Vested or Expected to Vest as of February 29, 2012		18,087			488,138		$	5.84	$	1,472

The total intrinsic value of options exercised in fiscal 2012 was $0.1 million; in fiscal 2011 and 2010, it was zero.

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The Company has elected to use the Black-Scholes option pricing model and straight-line amortization of compensation expense over the requisite service period of the grant. MSC will reconsider use of this pricing model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants in future periods have characteristics that cannot be reasonably estimated using this model. The following weighted average assumptions were used for the option grants in fiscal 2012 and 2011:

	2012			2011
Dividend Yield		0.0	%		0.0	%
Risk-Free Interest Rate		2.5	%		2.7	%
Expected Volatility		58.8	%		42.8	%
Expected Life (in Years)		6.5			6.3

MSC has not paid dividends in the past. As such, the Company uses a dividend yield percentage of zero. It uses a risk-free interest rate consistent with the yield available on a U.S. Treasury Note with a term equal to the expected term of the underlying grant. The expected volatility was estimated based upon the historical volatility of the Company’s share price. The expected life was an average of the initial vesting period and the original contractual term, as the Company does not have sufficient historical exercise data to otherwise estimate the expected life. The following table shows stock options outstanding and stock options exercisable at February 29, 2012:

	Options Outstanding as of February 29, 2012								Exercisable Options as of February 29, 2012
Range of Exercise Prices	Shares		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (000s)		Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (000s)
$  2.00  -  $  5.00		175,000		5.0	$	2.00				—	$	0.00
$  5.01  -  $  8.00		313,138		6.0	$	7.68				113,138	$	8.00
$  8.01  -  $11.00		8,461		0.3	$	9.46				8,461	$	9.46
$11.01  -  $14.05		9,626		1.1	$	12.47				9,626	$	12.47
$  2.00  -  $14.05		506,225		5.5	$	5.84	$	1,472		131,225	$	8.42	$	75

Restricted Stock Activity

The following table summarizes restricted stock transactions for fiscal 2011 and 2012:

Unvested as of February 28, 2010	—
Granted	30,000
Vested	—
Canceled	—
Unvested as of February 28, 2011	30,000
Granted	—
Vested	—
Canceled	—
Unvested as of February 29, 2012	30,000

MSC made two grants of 10,000 shares of restricted stock during the first quarter of fiscal 2011 and one grant of 10,000 shares during the fourth quarter of fiscal 2011. The market price on the grant dates was $ 1.95, $3.22 and $6.77, respectively. The stock is subject to restrictions, including a restriction on selling or transferring the stock for a period of three years. The Company did not grant any shares of restricted stock during fiscal 2012.

Employee Stock Purchase Plan

MSC has an Employee Stock Purchase Plan that permits eligible employees to buy shares of common stock on the last day of two six-month purchase periods (February 28 or 29 and August 31 of each year) at 85% of the fair market value of the stock on these measurement dates. Shares of common stock sold

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to employees under this plan were 4,787 in fiscal 2012, 4,096 in fiscal 2011, and 2,432 in fiscal 2010. The amount the Company recorded as compensation expense related to this plan was not significant in any period presented.

Treasury Stock

Our Board of Directors authorized the repurchase of shares of the Company’s common stock as follows:

• On January 7, 2008, 1,000,000 shares

• On January 28, 2011, 1,000,000 shares

• On May 27, 2011, 1,000,000 shares

• On September 14, 2011, 1,000,000 shares

The shares may be repurchased from time-to-time on the open market, subject to market conditions and other factors, and generally will be funded with internally generated cash. The Company repurchased 98,316 shares under the January 2008 authorization (completing that authorization), 1,000,000 shares under the January 2011 authorization (completing that authorization), 1,000,000 shares under the May 2011 authorization (completing that authorization) and 352,136 shares under the September 2011 authorization during the twelve months ended February 29, 2012. At February 29, 2012, there were 647,864 shares available for purchase under the September 2011 authorization.

The following table provides information about Company purchases of common stock during the last three fiscal years (in thousands).

Period	Total Number of Shares Purchased		Total Cost		Total Number of Shares Purchased as Part of a Written Trading Plan(1)		Maximum Number of Shares that May Yet Be Purchased
March 1, 2009 – February 28, 2010		703	$	628		703		114
March 1, 2010 – February 28, 2011		16		111		16		1,098
March 1, 2011 – February 29, 2012		2,450		17,538		2,450		648
Total		3,169	$	18,277		3,169

(1) On December 4, 2008, MSC entered into a written trading plan to purchase up to 868,971 shares under Rule 10b5-1 as part of the existing share repurchase program. The December 10b5-1 trading plan expired on December 31, 2009, when all of the shares in the January 2008 authorization had been purchased. On February 25, 2011, the Company entered into a written trading plan under Rule 10b5-1 as part of the existing share repurchase program. The plan expired on May 26, 2011, when all of the shares in the January 2011 authorization had been purchased. On May 27, 2011, the Company entered into a written trading plan to purchase up to 1,000,000 shares under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase program. The plan commenced on June 1, 2011, and expired on September 22, 2011, when 1,000,000 shares had been repurchased. On October 10, 2011, MSC entered into a new written trading plan to purchase up to 1,000,000 shares under Rule 10b5-1. As of February 29, 2012, 352,136 shares had been purchased under this trading plan.

Note 11: Business Segments

MSC operates in one segment based on how the Chief Operating Decision Maker views its business for evaluating performance and making operating decisions. The Company provides material-based solutions for acoustical and coated applications. The acoustical material-based solutions include multilayer composites consisting of metals, polymers, rubber and other coated materials used to manage noise and vibration. The coated metal material-based solutions include painted, electrogalvanized (“EG”), rubber and film protective, decorative and functional coatings applied to coiled metal of various widths and thicknesses. MSC’s material-based solutions are designed to meet specific customer requirements for the automotive, appliance, building products, lighting and electronics markets. The Company uses a significant level of shared assets and personnel across each of its product categories. It is common for a single customer to purchase products from several different product categories.

Each of our domestic facilities houses one or more principal production lines. These lines are used to transform the coils of metal into materials for our customers in a continuous process. The process varies somewhat, depending on the application and what materials are to be bonded to the metal coil. However, the core production line equipment does not change markedly. The products are differentiated

46

by the type of material bonded to the metal and method used to bond them. Various coatings and/or films are applied by running the uncoiled metal ribbon through a paint bath and baking it onto the metal in high temperature ovens. Our proprietary Quiet Steel is produced by bonding two metal coils together with highly engineered viscoelastic core materials. Zinc and zinc-nickel corrosion protections are applied by running the steel through electrolyte baths and galvanizing the material to the metal with electricity. This galvanization process is only performed at our Walbridge, Ohio facility.

We use a significant level of shared assets, and share resources for sales, general and administrative expense, and management across each of our product categories. It is common for a single customer to purchase products from several different product categories as well as from different plants. Capital projects—whether for cost savings or generating incremental revenue—are evaluated individually based on estimated economic returns (e.g., net present value, return on investment), not based on related product line or geographic location. We use a centralized functional management structure, and share administration and production resources, to deliver individual products that, together, provide solutions to our customers.

Net sales by product category, net of intercompany activity, were as follows:

	Fiscal 2012				Fiscal 2011				Fiscal 2010
Net Sales ($ in millions)	$		%		$		%		$		%
Acoustical	$	68.3		50	$	73.1		53	$	66.9		49
Coated		68.4		50		64.5		47		70.9		51
Total Net Sales	$	136.7		100	$	137.6		100	$	137.8		100

Note 12: Earnings Per Share

Below is the computation of basic and diluted earnings per share for the fiscal years ended February 28 or 29, 2012, 2011 and 2010.

(in thousands except per share amounts)	2012		2011		2010
Net Income (Loss)	$	28,467	$	12,044	$	(11,620	)
Weighted Average Number of Common Shares Outstanding
Used for Basic Net Loss Per Share		11,350		12,906		13,049
Dilutive Stock Options		91		51		—
Dilutive Restricted Stock		—		—		—
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares		11,441		12,957		13,049
Basic Net Income (Loss) Per Share:
Basic Net Income (Loss) Per Share	$	2.51	$	0.93	$	(0.89	)
Diluted Net Income (Loss) Per Share:
Diluted Net Income (Loss) Per Share	$	2.49	$	0.93	$	(0.89	)

Options to purchase 318,179 shares of common stock at a price range of $8.00-$14.05 per share were outstanding at the end of fiscal 2012 but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares.

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Note 13: Selected Quarterly Results of Operations (Unaudited)

The table presented below is a summary of quarterly data for the years ended February 29, 2012 and February 28, 2011.

(in thousands except per share amounts) 2012	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Fiscal Year
Net Sales	$	36,036	$	34,417	$	34,009	$	32,272	$	136,734
Gross Profit		9,522		7,651		9,307		7,188		33,668
Income From Operations(1)		3,972		2,580		3,693		1,723		11,968
Total Other Income, Net		447		436		461		239		1,583
Net Income	$	4,157	$	3,021	$	3,726	$	17,563	$	28,467
Basic Net Income Per Share(3)	$	0.33	$	0.26	$	0.35	$	1.65	$	2.51
Diluted Net Income Per Share(3)	$	0.33	$	0.26	$	0.34	$	1.67	$	2.49
2011
Net Sales	$	42,467	$	33,121	$	30,120	$	31,916	$	137,624
Gross Profit		9,483		6,589		6,785		8,825		31,682
Income From Operations(2)		4,059		3,533		1,198		1,870		10,660
Total Other Income, Net		250		390		438		630		1,708
Net Income	$	4,007	$	3,937	$	1,709	$	2,391	$	12,044
Basic Net Income Per Share(3)	$	0.31	$	0.31	$	0.13	$	0.18	$	0.93
Diluted Net Income Per Share(3)	$	0.31	$	0.30	$	0.13	$	0.18	$	0.93

(1) Income from operations in the second and fourth quarters of fiscal 2012 included charges of $0.3 million and $0.3 million related to employee termination benefit expenses as discussed in Note 14, “Restructuring.”

(2) Income from operations in the first quarter of fiscal 2011 included a charge of $1.1 million related to employee termination benefit expenses as discussed in Note 14, “Restructuring,” a charge of $3.7 million related to asset value impairment as discussed in Note 15, “Asset Impairment,” and a gain of $4.7 million related to the sale of the coil coating assets located in Elk Grove Village, Illinois, as discussed in Note 17, “Elk Grove Village Asset Sale.” Income from operations in the second quarter of fiscal 2011 included a gain of $1.9 million related to the sale of the Middletown assets held for sale as discussed in Note 16, “Middletown Asset Sale.” Income from operations in the fourth quarter of fiscal 2011 included a charge of $0.2 million related to severance expenses as discussed in Note 14, “Restructuring.”

(3) The sum of the four quarters is not necessarily the same as the total for the year.

Note 14: Restructuring

In fiscal 2009, management executed restructuring plans that eliminated positions in both production and selling, general and administrative expenses (“SG&A”). The Company recognized approximately $2.5 million in employee termination benefit and related expenses in the U.S. and Europe in fiscal 2009. Of this expense, approximately $1.8 million was paid in fiscal 2009, and the remaining $0.7 million was paid in fiscal 2010.

In the fourth quarter of fiscal 2010, management executed restructuring plans that eliminated additional production and SG&A positions. The Company recognized approximately $1.6 million in employee termination benefit and related expenses, $1.5 million in the U.S. and $0.1 million in Europe. Of this expense, approximately $0.2 million was paid as of February 28, 2010; the remainder was paid by the end of fiscal 2011.

In the first quarter of fiscal 2011, MSC executed a restructuring plan in conjunction with the sale of certain coil-coating assets located in Elk Grove Village, Illinois. See Note 17, “Elk Grove Village Asset Sale,” for additional discussion. The plan included eliminating positions in production and SG&A departments. The Company recognized approximately $1.1 million in employee termination benefit and related expenses, all of which was paid by the end of fiscal 2011. During the fourth quarter of fiscal 2011, MSC recognized severance expense of $0.2 million, which was paid by the end of fiscal 2012.

In the second quarter of fiscal 2012, MSC incurred employee termination benefit expenses of $0.3 million for certain SG&A positions. In the fourth quarter of fiscal 2012, MSC executed a restructuring plan that eliminated eight production and two SG&A positions in our German subsidiary. The Company recognized approximately $0.3 million in employee termination benefit and related expenses. Of these expenses related to fiscal 2012 terminations, $0.4 million was paid as of February 29, 2012; the remainder will be paid by the end of fiscal 2013.

48

The restructuring reserve as of February 29, 2012, is presented in the table below, which includes the fiscal 2010, 2011 and 2012 restructuring activities. The reserve is included in accrued payroll related expenses on the Consolidated Balance Sheets.

(in thousands)	Severance			Other			Total
Restructuring Reserve as of February 28, 2009	$	612		$	66		$	678
Restructuring Reserve Recorded During Fiscal 2010		1,639			0			1,639
Cash Payments		(827	)		(66	)		(893	)
Restructuring Reserve as of February 28, 2010	$	1,424		$	0		$	1,424
Restructuring Reserve Recorded During Fiscal 2011		1,324			0			1,324
Cash Payments		(2,546	)		0			(2,546	)
Restructuring Reserve as of February 28, 2011	$	202		$	0		$	202
Restructuring Reserve Recorded During Fiscal 2012		430			153			583
Cash Payment		(484	)		(66	)		(550	)
Restructuring Reserve as of February 29, 2012	$	148		$	87		$	235

Note 15: Asset Impairment

During fiscal 2010, we performed an analysis comparing the carrying amount of our long-lived assets to projections of undiscounted cash flows. The analysis indicated our long-lived assets used in domestic and foreign production were not impaired, but certain R&D and corporate assets might be impaired. We engaged third-party valuation consultants to assist us in determining the fair value of these assets as of February 28, 2010. Based on the fair values we determined, the asset values were not impaired as of that date and no adjustment was required.

During the first quarter of fiscal 2011, in conjunction with the sale of a portion of our coil coating assets, we conducted an impairment analysis of the real estate and building improvement assets at our Plant #7 in Elk Grove Village, Illinois. These assets housed the coil coating assets that were sold. With the sale, the future cash flow generated by the building was substantially reduced. (See Note 17, “Elk Grove Village Asset Sale,” for further discussion.) We compared the projected undiscounted future cash flows of the real estate and building improvement assets to their carrying value and determined their value might be impaired. We requested a valuation from a commercial real estate firm. Based on that valuation, we determined the assets were impaired and recorded a $3.7 million write-down of the assets in the first quarter of fiscal 2011.

There were no impairments during fiscal 2012.

Note 16: Middletown Asset Sale

The Company closed its coil coating facility in Middletown, Ohio, in July 2004. In fiscal 2010, the Company recorded an asset impairment charge of $0.4 million to reflect a decline in the market value of the land and building assets. The carrying value of these assets prior to the sale was $2.9 million. On June 24, 2010, MSC sold the facility to NCI Group for $4.9 million. The Company recorded a gain on the sale of approximately $1.9 million (net of fees) in the second quarter of fiscal 2011.

Note 17: Elk Grove Village Asset Sale

On April 12, 2010, the Company sold a portion of its coil coating assets and associated business base to Roll Coater, Inc. (“Roll Coater”) for $10 million ($9.3 million after investment banking fees). Roll Coater purchased the coil coating machinery, related processing equipment, and corresponding customer base associated with MSC’s Plant #7 in Elk Grove Village, Illinois. Based on fiscal 2010 shipments, the associated business base included approximately $28.6 million in sales of general-line coil coated products. In addition, MSC and Roll Coater entered into a multi-year lease agreement to store the purchased equipment. The transaction did not include the sale of any real estate by MSC. The Company recorded a gain on the sale of approximately $4.7 million (net of $0.3 million of legal fees) in the first quarter of fiscal 2011. MSC also recorded $1.1 million of employee severance expense and $0.2 million of inventory write-off expenses in connection with the sale.

49

Note 18: Plan to Sell Elk Grove Village Building

In April 2011, after receiving authority from the Board of Directors, management committed to a plan to sell the building located at 2200 East Pratt Boulevard in Elk Grove Village, Illinois. This building houses our corporate offices and housed our coil coating assets before they were sold in April 2010. Since the production portion of the building is idle, and we have sufficient office space in our Plant #2 building in Elk Grove Village, Illinois, to house our corporate offices, this building is no longer critical to our business. Given the current market for real estate, a sale of the building is unlikely in the near term. Also, the Company does not have any pressing cash needs that would force an early sale and management is committed to realizing an appropriate sales value for the property. Because of these factors, we have not reclassified the building as an asset held for sale; however, if circumstances change, we will reconsider the appropriate classification of the building.

Note 19: German Subsidy

In December 2006, our German subsidiary, MSC Europe GmbH, entered into a subsidy program with the State of Thüringen. The subsidy provided €335 thousand for investment in our Application Development Center in Eisenach, Germany, and required we increase our staff by five positions and maintain 45 total positions for a five year monitoring period, from February 2009 through February 2014. The monitoring period was subsequently extended to February 2017. Under the subsidy, if we did not maintain the specified staff levels during the monitoring period, we would be liable to pay back the subsidy, with interest. Because of the uncertainty of maintaining hiring levels, we have carried a liability on the German books in the amount of the subsidy.

As discussed in Note 14, “Restructuring,” in the fourth quarter of fiscal 2012, MSC executed a restructuring plan that eliminated eight production and two SG&A positions in our German subsidiary. As a consequence of this reduction, we determined we would not be in compliance with the staff level requirements of the subsidy. We have entered into negotiations with the State of Thüringen to settle the subsidy, and have recorded an estimated €65 thousand in interest for the period we have held the subsidy. We have also reclassified the subsidy as a short term liability, as we expect to settle the subsidy in fiscal 2013. The total liability for the subsidy and interest was $527 thousand at February 29, 2012.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements on any matters of accounting principles or financial statement disclosure between the Company’s independent registered public accounting firm and the Company during the two most recent fiscal years or any subsequent interim period.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. A review and evaluation was performed by the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based upon that review and evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of February 29, 2012.

(a) Management’s Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as the term is defined in the Exchange Act Rules 13a-15(f) and 15d-15(f). There are inherent limitations to the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with generally accepted accounting principles. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our CEO and CFO, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of February 29, 2012, based on the framework published by the Committee of Sponsoring Organizations of the Treadway Commission, referred to as the Internal Control—Integrated Framework. The objective of this assessment is to determine whether MSC’s internal control over financial reporting was effective as of February 29, 2012. Based on managements’ assessment using the criteria in the Internal Control—Integrated Framework the Company’s internal control over financial reporting was effective on that date.

This annual report does not include an attestation report of MSC’s independent registered public accounting firm about internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm under rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

(b) Changes in Internal Control over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 which occurred during the quarter ended February 29, 2012, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

51

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item concerning executive officers is included in Part 1, Item 1 of this report under the heading “Executive Officers of the Registrant.”

Code of Ethics

We have adopted a code of ethics entitled Material Sciences Corporation Code of Business Ethics (“MSC Code of Ethics”) that applies to all of our employees, officers and directors, including our principal executive officer and principal financial and accounting officer. A copy of the MSC Code of Ethics is available on our Web site at www.matsci.com. Amendments to, or waivers from, certain provisions of the MSC Code of Ethics for executive officers and directors are disclosed on our Web site following the date of the amendment or waiver. A copy of the MSC Code of Ethics also may be requested, free of charge, by writing to us at 2200 East Pratt Boulevard, Elk Grove Village, Illinois 60007, Attn.: Corporate Secretary.

We also have adopted written charters for our Audit and Compensation, Organization and Corporate Governance Committees; and Corporate Governance Guidelines; all of which are posted on our Web site at www.matsci.com. Investors may request a free copy of the charters and guidelines from the address noted above.

Other information required by this Item is incorporated by reference to the information in the sections entitled “Election of Directors,” “Board of Directors and Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the proxy statement for the Annual Meeting of Shareowners on June  28, 2012 (“Proxy Statement”).

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the information in the sections entitled “Executive Compensation Tables” in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the information in the sections entitled “Stock Ownership” and “Equity Compensation Plan Information” in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the information in the subsection entitled “Transactions with Related Persons” and the section entitled “Board of Directors and Corporate Governance” in the Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the information in the section entitled “Ratification of Appointment of Deloitte & Touche LLP” in the Proxy Statement.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements and Schedule of the Company

a) Financial Statements. The Company’s financial statements are filed as a part of this report.

b) Supplemental Schedule. Schedule II, Reserve for Receivable Allowances and Inventory Reserves appears below. All other schedules have been omitted, since the required information is not significant, or included in the financial statements or the related notes or are not applicable.

SCHEDULE II

Material Sciences Corporation and Subsidiaries Reserve for Receivable Allowances and Inventory Reserves

(In thousands)

			Additions
	Balance at Beginning of Year		Charged to Costs and Expense		Charged to Other Accounts		Reclassifications and Acquisitions		Deductions from Reserve			Balance at End of Year
Fiscal 2010 Receivable Allowances	$	2,965	$	3,549	$	—	$	—	$	(5,798	)	$	716
Inventory Reserves	$	2,863	$	5,368	$	—	$	—	$	(5,704	)	$	2,527
Fiscal 2011 Receivable Allowances	$	716	$	1,328	$	—	$	—	$	(1,624	)	$	420
Inventory Reserves	$	2,527	$	4,391	$	—	$	—	$	(5,262	)	$	1,656
Fiscal 2012 Receivable Allowances	$	420	$	1,717	$	—	$	—	$	(1,441	)	$	696
Inventory Reserves	$	1,656	$	4,710	$	—	$	—	$	(5,024	)	$	1,342

The activity in the receivable allowances account includes the Company’s bad debt, product claims and customer scrap allowance.

2. Exhibits

Reference is made to the Exhibit Index which begins on page 55.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Material Sciences Corporation
By:	/s/    CLIFFORD D. NASTAS
	Clifford D. Nastas
	Chief Executive Officer and Director

Date: May 4, 2012

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on May 4, 2012.

/s/    CLIFFORD D. NASTAS         Clifford D. Nastas	Chief Executive Officer and Director (Principal Executive Officer)
/s/    JAMES D. PAWLAK         James D. Pawlak	Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary (Principal Financial and Accounting Officer)
/s/    TERRY L. BERNANDER         Terry L. Bernander	Director
/s/    FRANK L. HOHMANN III         Frank L. Hohmann III	Director
/s/    SAMUEL LICAVOLI         Samuel Licavoli	Director
/s/    PATRICK J. MCDONNELL         Patrick J. McDonnell	Director
/s/    JOHN P. REILLY         John P. Reilly	Non-Executive Chairman of the Board
/s/    DOMINICK J. SCHIANO         Dominick J. Schiano	Director

54

EXHIBIT INDEX

Exhibit Number			Description of Exhibit
	3	(a)	Registrant’s Restated Certificate of Incorporation.(1)
	3	(b)	Form of Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock.(2)
	3	(c)	Registrant’s By-laws, as amended.(3)
	4	(a)	Credit Agreement between the Company and JPMorgan Chase Bank, N.A., dated May 12, 2008.(4)
	4	(b)	Revolving Loan Note between the Company and JPMorgan Chase Bank, N.A., dated May 12, 2008.(5)
	4	(c)	Pledge and Security Agreement between the Company and JPMorgan Chase Bank, N.A., dated May 12, 2008.(5)
	4	(d)	Mortgage by the Company in favor of JPMorgan Chase Bank, N.A., dated May 12, 2008.(5)
	4	(e)	First Amendment to Credit Agreement between the Company and JPMorgan Chase Bank, N.A., dated May 28, 2009.(6)
	4	(f)	Second Amendment to Credit Agreement between the Company and JPMorgan Chase Bank, N.A., dated April 15, 2010.(7)
	4	(g)	Third Amendment to Credit Agreement between the Company and JPMorgan Chase Bank, N.A., dated January 31, 2011.(8)
	4	(h)	First Amendment to Mortgage and Assignment of Leases and Rents between the Company and JPMorgan Chase Bank, N.A., dated May 10, 2011.(8)
	4	(i)	Fourth Amendment to Credit Agreement between the Company and JPMorgan Chase Bank, N.A., dated May 10, 2011.(8)
	10	(a)	Material Sciences Corporation Supplemental Pension Plan.(9)†
	10	(b)	Material Sciences Corporation 1992 Omnibus Stock Awards Plan for Key Employees.(9)†
	10	(c)	Fiscal Year 2006 Long-Term Incentive Plan for Non-Employee Directors.(10)†
	10	(d)	Lease and Agreement dated as of December 1, 1980, between Line 6 Corp. and Pre Finish Metals Incorporated, relating to Walbridge, Ohio facility.(11)
	10	(e)	First Amendment to Lease and Agreement dated as of May 30, 1986, between Corporate Property Associates and Corporate Property Associates 2 and Pre Finish Metals Incorporated.(12)
	10	(f)	Lease Guaranty dated as of May 30, 1986, from Material Sciences Corporation to Corporate Property Associates and Corporate Property Associates 2.(12)
	10	(g)	Agreement dated as of May 30, 1986, between Material Sciences Corporation and Corporate Property Associates and Corporate Property Associates 2.(12)
	10	(h)	Form of Indemnification Agreement between Material Sciences Corporation and each of its officers and directors.(12)†
	10	(i)	Second Amendment to Lease and Agreement dated as of April 23, 2007, by and between Corporate Property Associates and Corporate Property Associates 4 as successor by merger with Corporate Property Associates 2 and MSC Engineered Materials and Solutions Group, Inc.(13)
	10	(j)	Material Sciences Corporation Supplemental Retirement Plan.(14)†

55

Exhibit Number			Description of Exhibit
	10	(k)	Form of Non-Qualified Stock Option Agreement for options granted on or after April 11, 2008, under Material Sciences Corporation’s 1992 Omnibus Stock Awards Plan for Key Employees.(15)†
	10	(l)	Material Sciences Corporation Fiscal Year 2009 Incentive Plan.(16)†
	10	(m)	Form of Material Sciences Corporation Restricted Stock Award Agreement for awards granted on or after June 21, 2006 under the 1992 Omnibus Stock Awards Plan for Key Employees.(17)†
	10	(n)	Form of Material Sciences Corporation Non-Qualified Stock Option Agreement for options granted on or after June 21, 2006, and before April 11, 2008, under the Material Sciences Corporation 1992 Omnibus Stock Awards Plan for Key Employees.(17)†
	10	(o)	Employment agreement dated June 12, 2008, between Matthew M. Murphy and the Company regarding the assignment of Mr. Murphy to the role of Vice President—China Sales & Marketing based in Shanghai, China.(13)†
	10	(p)	Material Sciences Corporation 2007 Employee Stock Purchase Plan.(18)†
	10	(q)	Asset Purchase Agreement by and among Material Sciences Corporation, MSC Pre Finish Metals (EGV), Inc. and Roll Coater, Inc. dated as of April 12, 2010.(19)
	10	(r)	Asset Purchase Agreement by and among Material Sciences Corporation, MSC Pre Finish Metals (MT) Inc. and NCI Group, Inc. dated as of June 24, 2010.(20)
	10	(s)	Form of Material Sciences Corporation Restricted Stock Award Agreement for awards granted to Clifford D. Nastas under the 1992 Omnibus Stock Awards Plan for Key Employees.**†
	10	(t)	Form of Material Sciences Corporation Restricted Stock Award Agreement for merit/stock exchange program awards granted after February 29, 2012 under the 1992 Omnibus Stock Awards Plan for Key Employees.**†
	10	(u)	Form of Severance and Change in Control Agreement for Executive Officers of Material Sciences Corporation dated July 1, 2011 for Messrs. Nastas, Pawlak, Murphy, and Wilson.**†
	21		Subsidiaries of the Registrant.**
	23		Consent of Deloitte & Touche LLP.**
	31.1		Rule 13a-14(a) / 15(d)-14(a) Certification of Chief Executive Officer.**
	31.2		Rule 13a-14(a) / 15(d)-14(a) Certification of Chief Financial Officer.**
	32		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.**
	101		The following materials from the Material Sciences Corporation’s Annual Report on Form 10-K for the year ended February 29, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Comprehensive Income, and (v) related notes.**

** Filed herewith.

† Management contract or compensatory plan.

(1) Incorporated by reference to the Registrant’s Form 10-Q Quarterly Report for the Period Ended August 31, 1997 (File No. 1-8803).

(2) Incorporated by reference to the Registrant’s Form 8-A filed on June 20, 1996 (File No. 1-8803).

(3) Incorporated by reference to the Registrant’s Form 10-Q Report for the Period Ended November 30, 2007 (File No. 1-8803).

(4) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 28, 2011 (File No. 1-8803).

56

(5) Incorporated by reference to the Registrant’s Form 8-K filed on May 16, 2008 (File No. 1-8803).

(6) Incorporated by reference to the Registrant’s Form 10-Q Report for the Period Ended May 31, 2009 (File No. 1-8803).

(7) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 28, 2010 (File No. 1-8803).

(8) Incorporated by reference to the Registrant’s Form 10-Q Report for the Period Ended May 31, 2011 (File No. 1-8803).

(9) Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-15679) filed on November 6, 1996.

(10) Incorporated by reference to the Registrant’s Form 8-K filed on March 7, 2005 (File No. 1-8803).

(11) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 2-93414), which was declared effective on November 27, 1984.

(12) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 28, 1999 (File No. 1-8803).

(13) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 28, 2009 (File No. 1-8803).

(14) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 28, 2003 (File No. 1-8803).

(15) Incorporated by reference to the Registrant’s Form 8-K filed on April 14, 2008 (File No. 1-8803).

(16) Incorporated by reference to the Registrant’s Form 10-K Annual Report for the Fiscal Year Ended February 29, 2008 (File No. 1-8803).

(17) Incorporated by reference to the Registrant’s Form 8-K filed on June 26, 2006 (File No. 1-8803).

(18) Incorporated by reference to the Registrant’s Schedule 14A filed on May 29, 2007.

(19) Incorporated by reference to the Registrant’s Form 8-K filed on April 12, 2010 (File No. 1-8803).

(20) Incorporated by reference to the Registrant’s Form 8-K filed on June 25, 2010 (File No. 1-8803).

57

EX-10.(S)

Exhibit 10(s)

MATERIAL SCIENCES CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

UNDER 1992 OMNIBUS STOCK AWARDS PLAN FOR KEY EMPLOYEES

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is dated as of                      (the “Grant Date”) between Material Sciences Corporation, a Delaware corporation (the “Company”), and CLIFFORD D. NASTAS (“Employee”) and is entered into pursuant to the 1992 Omnibus Stock Awards Plan for Key Employees, as in effect on the date hereof (the “Plan”), in order to effectuate the February 22, 2007 performance-based award of Restricted Shares (as defined below) to Employee with respect to          fiscal year performance of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Section 15.

1. Grant of Restricted Shares. Subject to the terms, conditions and restrictions set forth in the Plan and this Agreement, the Company hereby grants to Employee, pursuant to the Plan, ten thousand (10,000) shares (as such number of shares may be adjusted pursuant to the terms of this Agreement, “Restricted Shares”) of the Company’s common stock, $.02 par value (the “Common Stock”).

2. The Restricted Shares.

(a) Employee shall not be required to pay for the Restricted Shares, except to the extent set forth in Section 5 hereof. The Company agrees to pay any original issue or transfer taxes incurred as a result of the award of the Restricted Shares.

(b) Except as otherwise provided herein, Employee shall have all of the rights of a shareowner with respect to the Restricted Shares (including the right to vote the Restricted Shares and the right to receive dividends with respect to the Restricted Shares), provided, however, that the Company will retain custody of all dividends and other distributions (“Retained Distributions”), if any, made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, at which time the Retained Distributions will be paid to Employee. Retained Distributions shall not bear interest or be segregated in separate accounts. Upon Termination of Employment, Employee shall forfeit any Retained Distributions on any Restricted Shares in which Employee is not vested in accordance with Section 3 and such Retained Distributions shall be returned to the Company.

(c) All certificates representing the Restricted Shares shall have endorsed thereon the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT DATED AS OF                     , BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY

TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT SHALL BE NULL AND VOID.”

(d) The Restrictions (as defined herein) on Employee’s Restricted Shares shall lapse on the date on which Employee becomes vested in all or a portion of the Restricted Shares pursuant to Section 3 of this Agreement; provided, however, that if Employee is subject to Share Retention Guidelines (as defined herein), the Restrictions shall not lapse until Employee both has become vested in the Restricted Shares and one of the following events has occurred:

(i) Employee has satisfied the Share Retention Guidelines; or

(ii) Employee has a Termination of Employment (as defined herein).

The Committee (as defined herein) shall have the discretion to determine whether the Restrictions have lapsed. Any such determination shall be final and binding on the Company and Employee and shall not be subject to contest or challenge.

(e) After the Restrictions have lapsed, Employee may request the removal of the above described legend from certificates representing any Restricted Shares with respect to which the Restrictions have lapsed. Each certificate for Restricted Shares shall be registered in the name of Employee and deposited, together with a stock power endorsed in blank by Employee, with the Company.

3. Vesting.

(a) Employee shall vest one hundred percent (100%) of the Restricted Shares on             , provided that Employee remains continuously in Employment by the Company through such date.

(b) Notwithstanding Section 3(a) hereof, but subject to the provisions of Section 3(b)(vi) hereof,

(i) Employee shall become fully (100%) vested in all of the Restricted Shares on the date of Employee’s death or Disability;

(ii) Employee shall be fully (100%) vested in all of the Restricted Shares on the effective date of Employee’s Retirement;

(iii) Employee shall be fully (100%) vested in all of the Restricted Shares on the day immediately prior to the date of such Change in Control;

(iv) In the event that Employee’s Termination of Employment is other than due to death, Disability, Resignation, Retirement, or Cause, Employee shall be fully (100%) vested in all of the Restricted Shares on the effective date of Employee’s Termination of Employment;

2

(v) In the event that the Affiliate which is the employer of Employee is sold, otherwise disposed of or ceases to be an Affiliate, or in the event of the sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the division or business unit with respect to which Employee is employed, the Committee may, in its sole discretion, provide that Employee will become fully (100%) vested in all of the Restricted Shares upon the consummation of such transaction; and

(vi) Notwithstanding the vesting provisions of this Section 3, in the event of Employee’s Resignation (as defined herein) or Termination of Employment for Cause (as defined herein), Employee’s rights to receive any unvested Restricted Shares shall remain unvested, and concurrent with the effective date of such Resignation or Termination of Employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to the Company without consideration.

4. Transferability.

(a) Except as otherwise provided herein, Employee may not sell, transfer, assign, pledge or otherwise encumber (any such disposition or encumbrance being referred to herein as a “Transfer”) any of the Restricted Shares or the rights granted to Employee hereunder. Any Transfer or purported Transfer by Employee of any of the Restricted Shares or any of the rights granted to Employee hereunder except in accordance herewith shall be null and void for all purposes and respects.

(b) The Restricted Shares shall not be subject to execution, attachment or other process and no person shall be entitled to exercise any rights of Employee as the holder of such Restricted Shares by virtue of any attempted execution, attachment or other process until the Restrictions lapse as provided in this Agreement.

(c) Notwithstanding anything contained in this Agreement to the contrary, the Restricted Shares may be transferred (i) by law or pursuant to the laws of descent and distribution and (ii) by Employee to a “family member” of such Employee by gift or by domestic relations order. For purposes of this Section, “family member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing Employee’s household (other than as a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or Employee) control the management of assets, and any other entity in which these persons (or Employee) own more than fifty percent of the voting interests. In the case of any transfer pursuant to this Section 4, this Agreement shall be interpreted such that the term “Employee” shall mean the transferring Employee and his or her family members that have received a transfer of Restricted Shares, it being agreed that all of the obligations of Employee hereunder shall be allocated as appropriate between the transferring Employee and his or her family members that have received a transfer of Restricted Shares.

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5. Taxes.

(a) As a condition precedent to the receipt of any Restricted Shares hereunder, Employee agrees to pay to the Company at such times as the Company shall determine such amounts as the Company shall deem necessary to satisfy any withholding taxes due on income that Employee recognizes as a result of the vesting in the Restricted Shares or as a result of Employee’s timely filing of an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the Restricted Shares. Employee’s obligation under this Section shall remain with Employee notwithstanding any Transfer of Restricted Shares to a family member. The Committee shall have the power to withhold, or require Employee to remit to the Company, an amount sufficient to satisfy any withholding or other tax due with respect to any Restricted Shares and/or any amount payable hereunder, and the Committee may defer such payment or issuance unless indemnified to its satisfaction.

(b) In the event that Employee does not timely file an election pursuant to Section 83(b) of the Code, Employee may elect to pay such amounts referred to in the preceding Section to the Company in Restricted Shares, in which case the number of Restricted Shares held by Employee under this Agreement shall be reduced by the number of Restricted Shares (rounded to the nearest whole share) having an aggregate value equal to such amounts to be withheld. For purposes of this Section, the value of a share of Common Stock shall be equal to the Fair Market Value (as defined herein) of the Common Stock on the date Employee’s rights to the Restricted Shares is vested, or if such a date is not a trading day on such exchange, the trading day immediately preceding such date. Any election described in this clause (b) must be made by Employee prior to the date on which the relevant tax obligation arises.

6. Registration. The Company’s obligation to deliver Restricted Shares hereunder is subject to the condition that if at any time the Committee shall determine, in its discretion, that the listing of the shares of Common Stock subject hereto on any securities exchange, or the registration or qualification of such shares under any federal or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as a condition of, or in connection with, the grant, receipt or delivery of shares hereunder, such delivery will not be effected unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The Company agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval.

7. Employment Relationship. In no event shall the granting of the Restricted Shares or the other provisions hereof or the acceptance of the Restricted Shares by Employee interfere with or limit in any way the right of the Company to terminate Employee’s employment at any time, nor confer upon Employee any right to continue in the employ of the Company for any period of time or to continue his or her present or any other rate of compensation.

8. Descriptive Headings; Interpretation of Agreement. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. This Agreement is intended to be consistent with the Plan, and it shall be interpreted consistently with that intent. Any questions which arise in connection with the interpretation or performance of this grant shall be resolved by the Committee in its sole and absolute discretion.

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9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of Employee or Transfer of Restricted Shares in accordance herewith, acquire any rights hereunder.

10. Further Assurances. The parties agree to execute such further instruments and to take such further actions as may reasonably be required to carry out the intent of this Agreement.

11. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given when personally delivered or five (5) business days after deposit in the United States Post Office, by certified mail with postage and fees prepaid, return receipt requested. Notices shall be addressed, in the case of Employee, to the address set forth below his or her signature on the signature page hereto and in the case of the Company, to it at its principal executive office, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

12. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

13. Governing Law. The corporate law of the State of Delaware shall govern all questions concerning the relative rights of the Company and its shareowners. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal laws (and not the laws of conflicts) of the State of Illinois.

14. Termination. This award shall be null and void unless Employee shall accept the same below and return this executed stock award agreement to the Secretary of the Company at its office in Elk Grove Village, Illinois, within thirty (30) days of the date this executed stock award agreement is delivered to Employee.

15. Certain Definitions. As used herein, the following terms have the following meanings:

(a) “Affiliate” means any corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including the subsidiaries of the Company and other entities controlled by such subsidiaries.

(b) “Agreement” has the meaning set forth in the preamble hereof.

(c) “Cause” with respect to the termination of Employee’s Employment by the Company, means one or more of the following: (i) Employee’s commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Affiliates or any of their customers or suppliers, (ii) Employee’s reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or any of its Affiliates public disgrace or disrepute or economic harm, (iii) repeated failure by Employee to perform duties as reasonably directed by the Company officer or other employee to whom Employee primarily reports (or, with respect to the Chief Executive

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Officer, the Board), (iv) any willful act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its subsidiaries to the disadvantage or detriment of the Company and its Affiliates, (v) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Affiliates or (vi) if Employee is covered by an employment agreement with the Company or an Affiliate, any breach of such agreement which is not cured to the Company’s Chief Executive Officer (or, with respect to such Chief Executive Officer, the Board) reasonable satisfaction within fifteen (15) days after written notice thereof to Employee.

(d) “Change in Control” means the occurrence of any of the following events:

(i) the acquisition by any Person or Persons acting in concert, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire stock); or

(ii) the consummation of any consolidation or merger of the Company, other than a consolidation or merger of the Company in which holders of its stock immediately prior to the consolidation or merger hold proportionately at least a majority of the outstanding common stock of the continuing or surviving corporation, or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (“Transfer Transaction”), except where (1) the Company owns all of the outstanding stock of the transferee entity or (2) the holders of the Company’s common stock immediately prior to the Transfer Transaction own proportionately at least a majority of the outstanding stock of the transferee entity, immediately after the Transfer Transaction, or (c) any consolidation or merger of the Company where, after the consolidation or merger, one Person owns one hundred percent (100%) of the shares of stock of the Company (except where the holders of the Company’s common stock immediately prior to such merger or consolidation own proportionately at least a majority of the outstanding stock of such Person immediately after such consolidation or merger).

(e) “Code” has the meaning set forth is Section 5(a) hereof.

(f) “Committee” means the Company’s Compensation, Organization and Corporate Governance Committee or other committee authorized by the Company’s Board of Directors to administer the Plan.

(g) “Common Stock” has the meaning set forth in Section 1 hereof.

(h) “Company” has the meaning set forth in the preamble hereof.

(i) “Disability” means a mental or physical illness that entitles Employee to receive benefits under the long-term disability plan of the Company, or if there is no such plan or Employee is not covered by such a plan or Employee is not an employee of the Company, a mental or physical illness that renders Employee totally and permanently incapable of performing Employee’s duties for the Company, as determined by the Committee. The determination of Disability for purposes of this Agreement shall not be construed to be an admission of disability for any other purpose.

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(j) “Employee” has the meaning set forth in the preamble hereof.

(k) “Employment by the Company” shall mean continuous employment by the Company or an Affiliate. For purposes of determining whether Employee has been continuously employed, any leave of absence for periods and purposes conforming to the personnel policies of the Company and approved by the Committee shall not be deemed to be an interruption of continuous service.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.

(m) “Fair Market Value” means the last reported closing price of Common Stock on the principal securities exchange on which shares of the Common Stock are then listed.

(n) “Grant Date” has the meaning set forth in the preamble hereof.

(o) “Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity.

(p) “Plan” has the meaning set forth in the preamble hereof.

(q) “Resignation” means a Termination of Employment by Employee, other than by reason of death, Disability or Retirement.

(r) “Restricted Shares” has the meaning set forth in Section 1 hereof.

(s) “Restrictions” means the restrictions on the Transfer, attachment, garnishment or other process with respect to the Restricted Shares that are described in Paragraph 4 of this Agreement.

(t) “Retained Distributions” has the meaning set forth in Section 2(b) hereof.

(u) “Retirement” means Employee’s voluntary termination of Employee’s Employment by the Company after Employee has attained his or her full Social Security retirement age (i.e. the age at which the Participant may received unreduced Social Security benefits), other than a termination by the Company or an Affiliate for Cause.

(v) “Share Retention Guidelines” means such guidelines adopted by the Committee regarding equity ownership by Employees as are in effect from time to time. The Share Retention Guidelines in effect on the Grant Date are attached hereto as Exhibit A.

(w) “Termination of Employment” means Employee ceasing to be in continuous Employment by the Company for any reason whatsoever, including without limitation, Employee’s death, Disability or discharge.

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(x) “Transfer” has the meaning set forth in Section 4(a) hereof.

MATERIAL SCIENCES CORPORATION
By:
	Name: James D. Pawlak

Title: Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary

Accepted this      day of

Clifford D. Nastas

Employee

Address: 225 North Clay Street Hinsdale, IL 60521

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Exhibit A

Share Retention Guidelines

Set out below are the share retention guidelines for officers and employees of Material Sciences Corporation. These guidelines may be amended or terminated, in whole or in part, at any time by the Compensation, Organization and Corporate Governance Committee or any successor committee thereto:

Chief Executive Officer: Five (5) times base salary

Other Officers: Two (2) times base salary

All other employees: None

Compliance Dates:

An individual who was a Company officer prior to or on June 1, 2006 shall be required to comply with the share retention guidelines as follows:

May 31, 2007 – 20 percent

May 31, 2008 – 40 percent

May 31, 2009 – 60 percent

May 31, 2010 – 80 percent

May 31, 2011 – 100 percent

EX-10.(T)

Exhibit 10(t)

MATERIAL SCIENCES CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

MERIT/STOCK EXCHANGE PROGRAM

UNDER THE 1992 OMNIBUS

STOCK AWARDS PLAN FOR KEY EMPLOYEES

Material Sciences Corporation, a Delaware corporation (the “Company”), hereby grants to                      (“Employee”), pursuant to the Merit/Stock Exchange Program under the Material Sciences Corporation 1992 Omnibus Stock Awards Plan for Key Employees (as amended, the “1992 Plan”),          shares (the “Restricted Shares”) of its common stock, $.02 par value (the “Common Stock”), subject to the terms, conditions and restrictions set forth in this Agreement. The award of the Restricted Shares is subject to the terms and conditions set forth in the 1992 Plan and the following terms and conditions:

1. Rights of Shareowner. Except as otherwise provided herein, Employee shall have all of the rights of a shareowner with respect to the Restricted Shares (including the right to vote the Restricted Shares and the right to receive dividends with respect to the Restricted Shares), provided, however, that the Company will retain custody of all dividends and other distributions (“Retained Distributions”), if any, made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, at which time the Retained Distributions will be paid to Employee. Retained Distributions shall not bear interest or be segregated in separate accounts. Upon Termination of Employment, Employee shall forfeit any Retained Distributions on any Restricted Shares in which Employee is not vested in accordance with Section 3 and such Retained Distributions shall be returned to the Company.

2. Restrictions on Transfer. Except as otherwise provided in this Agreement, Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Restricted Shares or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “transfer”). Any transfer or purported transfer by Employee of any of the Restricted Shares shall be null and void and the Company shall not recognize or give effect to such transfer on its books and records or recognize the person to whom such purported transfer has been made as the legal or beneficial holder of such shares. The Restricted Shares shall not be subject to execution, attachment or other process and no person shall be entitled to exercise any rights of Employee as the holder of such Restricted Shares by virtue of any attempted execution, attachment or other process until the restrictions imposed herein on the transfer of the Restricted Shares lapse as provided in paragraph 3 or 5 hereof. All certificates representing the Restricted Shares shall have endorsed thereon the following legend:

“The shares represented by this certificate are subject to restrictions on transfer set forth in a Restricted Stock Award Agreement dated as of                      between the Company and the registered holder, a copy of which is on file at the principal office of the Company. Any transfer or purported transfer of the shares represented by this certificate in violation of such Restricted Stock Award Agreement shall be null and void.”

Employee may request the removal of such legend from certificates representing any Restricted Shares as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in paragraph 3 or 5 hereof. Employee (or the legal representative, estate or heirs of Employee) shall promptly deliver to the Company the certificates representing any Restricted Shares which have been forfeited as set forth herein.

3. Lapse of Restrictions and Forfeiture.

(a) The restrictions on transfer imposed on the Restricted Shares by paragraph 2 shall lapse following the first anniversary of this Agreement.

(b) Notwithstanding paragraph 3(a), in the event that prior to the lapse of restrictions on transfer pursuant to paragraph 3(a), Employee’s employment is terminated by the Company for Cause (as hereinafter defined), Employee shall forfeit, on the date on which his employment is terminated, all of the Restricted Shares as to which the restrictions on transfer imposed thereon by paragraph 2 hereof shall not have lapsed prior to such date.

For purposes hereof, the term “Cause”, with respect to the Employee, one or more of the following: (i) the Employee’s commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Affiliates or any of their customers or suppliers, (ii) the Employee’s reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company or any of its Affiliates public disgrace or disrepute or economic harm, (iii) failure by the Employee to perform duties as reasonably directed by the Company officer or other employee to whom the Employee primarily reports (or, with respect to the Chief Executive Officer, the Board), (iv) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its subsidiaries to the disadvantage or detriment of the Company and its Affiliates, (v) breach of fiduciary duty, negligence or misconduct with respect to the Company or any of its Affiliates or (vi) if the Employee is covered by an employment agreement with the Company or an Affiliate, any breach of such agreement which is not cured to the Company’s Chief Executive Officer (or, with respect to such Chief Executive Officer, the Board) reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee.

(c) Notwithstanding paragraph 3(a), in the event that prior to the lapse of restrictions on transfer pursuant to paragraph 3(a), Employee’s employment with the Company is terminated for any reason, other than by the Company for Cause, (i) the restrictions on transfer imposed on the Restricted Shares by paragraph 2 shall lapse as to the number of Restricted Shares (rounded to the nearest whole share) equal to the product of (A) the total number of Restricted Shares, multiplied by (B) a fraction, (y) the numerator of which equals the number of whole or partial calendar months which have elapsed from the effective date of this Agreement, and (z) the denominator of which is 12; and (ii) Employee shall forfeit, on the date on which his employment is terminated, all of the Restricted Shares as to which the restrictions on transfer imposed thereon by paragraph 2 hereof shall not have lapsed as a result of the operation of this paragraph 3(c).

4. Transferability. Notwithstanding anything contained in this Agreement to the contrary, Restricted Shares may be transferred (i) by law or pursuant to the laws of descent and distribution and (ii) by the Employee to a “family member” of such Employee by gift or by domestic relations order. For purposes of this paragraph 4, “family member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Employee’s household (other than as a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than fifty percent of the voting interests (each, a “Permitted Transferee”). In the case of any transfer pursuant to this paragraph 4, this Agreement shall be interpreted such that the term “Employee” shall mean the transferring Employee and his or her Permitted Transferees (it being agreed that all of the obligations of the Employee hereunder shall be allocated as appropriate between the transferring Employee and his or her Permitted Transferee).

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5. Adjustments. Upon the occurrence of any of the following events prior to the lapse of the restrictions imposed by paragraph 2 hereof or the forfeiture of Restricted Shares as provided herein, this grant shall be adjusted as follows:

(a) in case the number of outstanding shares of Common Stock shall be increased by stock split, stock dividend, or other relevant change in the capitalization of the Company (which shall not include the sale by the Company of shares of Common Stock or securities convertible into such shares), the Committee shall make or cause to be made any proportionate adjustments herein or otherwise necessary to reflect such change with respect to the Restricted Shares, notwithstanding that the Restricted Shares are subject to the restrictions on transfer imposed by paragraph 2 above;

(b) in case the number of outstanding shares of Common Stock shall be decreased by reverse stock split, combination of shares, recapitalization or other relevant change in the capitalization of the Company (which shall not include the purchase or retirement by the Company of shares of Common Stock or securities convertible into such shares), the Committee shall make or cause to be made any proportionate adjustments herein or otherwise necessary to reflect such change with respect to the Restricted Shares, notwithstanding that the Restricted Shares are subject to the restrictions on transfer imposed by paragraph 2 above; and

(c) in case the Company shall effect a merger, consolidation or other reorganization, pursuant to which the outstanding shares of Common Stock shall be exchanged for other shares or securities of the Company or of another corporation which is a party to such merger, consolidation or other reorganization, the Company shall use its best efforts to provide in any agreement or plan which it enters into or adopts to effect any such merger, consolidation or reorganization that Employee shall receive in such merger, consolidation or reorganization, subject to substantially the same transfer restrictions as set forth herein, the kind and number of shares or other securities of the Company or of such other corporation which would have been issuable to Employee in respect of the Restricted Shares owned by him immediately prior to the effective date of such merger, consolidation or reorganization if such Restricted Shares were not subject to the transfer restrictions set forth herein.

If the provision described in paragraph 5(c) above has not been made with respect hereto by the effective date of any such merger, consolidation or other reorganization, then the restrictions imposed by paragraph 2 hereof shall thereupon lapse. The decision of the Committee as to the exact manner, amount and timing of any adjustment described in this paragraph 5 or any other matter under this paragraph 5 shall be conclusive.

6. Tax Withholding. As a condition precedent to the receipt of any Restricted Shares hereunder, Employee agrees to pay to the Company at such times as the Company shall determine such amounts as the Company shall deem necessary to satisfy any withholding taxes due on income that Employee recognizes as a result of (i) the lapse of the restrictions imposed by paragraph 2 hereof on the Restricted Shares or (ii) Employee’s filing of an election pursuant to Section 83(b) of the Internal Revenue Code of 1986 (the “Code”), as amended, with respect to the Restricted Shares.

7. Employment. As used herein, employment by the Company shall include employment by a corporation which is a “parent corporation” or a “subsidiary corporation” of the

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Company, as such terms are defined in subsections (e) and (f) of Section 424 of the Code, and employment by any corporation, or a “parent corporation” or “subsidiary corporation” of such corporation, assuming this grant in lieu thereof, in a transaction to which Section 424(a) of the Code shall apply. Partnerships, joint ventures, and limited liability companies of what the Company owns an interest of 50% or more should be considered a “subsidiary” of the Company.

8. Registration. This grant is subject to the condition that if at any time the Committee shall determine, in its discretion, that the listing of the shares of Common Stock subject hereto on any securities exchange, or the registration or qualification of such shares under any federal or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as a condition of, or in connection with, the grant, receipt or delivery of shares hereunder, such grant, receipt or delivery will not be effected unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The Company agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval.

9. Rights of Employee. In no event shall the granting of the Restricted Shares or the other provisions hereof or the acceptance of the Restricted Shares by Employee interfere with or limit in any way the right of the Company to terminate Employee’s employment at any time, nor confer upon Employee any right to continue in the employ of the Company for any period of time or to continue his or her present or any other rate of compensation.

10. Interpretation of Agreement. This Agreement is intended to be consistent with the 1992 Plan, and it shall be interpreted consistently with that intent. Any questions which arise in connection with the interpretation or performance of this grant shall be resolved by the Committee in its sole and absolute discretion.

11. Successors of the Company. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of Employee, acquire any rights hereunder.

12. Further Instruments. The parties agree to execute such further instruments and to take such further actions as may reasonably be required to carry out the intent of this Agreement.

13. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given when personally delivered or five (5) business days after deposit in the United States Post Office, by certified mail with postage and fees prepaid, return receipt requested. Notices shall be addressed, in the case of Employee, to the address set forth below his signature on the signature page hereto and in the case of the Company, to it at its principal executive office, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

15. Governing Law. The corporate law of the State of Delaware shall govern all questions concerning the relative rights of the Company and its shareowners. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal laws (and not the laws of conflicts) of the State of Illinois.

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16. Payment of Transfer Taxes. The Company agrees to pay any original issue or transfer taxes incurred as a result of the award of the Restricted Shares.

17. Condition under which Award Null and Void. This award shall be null and void unless Employee shall accept the same below and return it to the Chief Executive Officer of the Company at its office in Elk Grove Village, Illinois by April 4, 2012.

Dated as of the 9^th day of March, 2012.

MATERIAL SCIENCES CORPORATION
By:
	Clifford D. Nastas
	Its: Chief Executive Officer

Accepted as of this      day

of             , 201  .

Employee

Address:

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EX-10.(U)

Exhibit 10(u)

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”), effective as of July 1, 2011 (the “Effective Date”), by and between Material Sciences Corporation, a Delaware corporation (the “Company”), and                      (the “Executive”).

WITNESSETH:

WHEREAS, the Company wishes to provide severance and change in control benefits to the Executive; and

WHEREAS, the Board determined that it is in the best interest of the Company and its shareholders to enter into a new severance agreement with the Executive.

NOW THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, hereby agree as follows:

1. Definitions.

“Affiliate” means any corporation, partnership, limited liability company, association, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company, including the subsidiaries of the Company and other entities controlled by such subsidiaries.

“Board of Directors” or “Board” means the Board of Directors of the Company.

“Cause” means, with respect to the Executive, one or more of the following: (i) the Executive’s commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Affiliates or any of their customers or suppliers, (ii) the Executive’s reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company or any of its Affiliates public disgrace or disrepute or economic harm, (iii) failure by the Executive to perform duties as reasonably directed by the Company officer or other employee to whom the Executive primarily reports (or, with respect to the Chief Executive Officer, the Board), (iv) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its subsidiaries to the disadvantage or detriment of the Company and its Affiliates, (v) breach of fiduciary duty, negligence or misconduct with respect to the Company or any of its Affiliates or (vi) if the Executive is covered by an employment agreement with the Company or an Affiliate, any breach of such agreement which is not cured to the Company’s Chief Executive Officer (or, with respect to such Chief Executive Officer, the Board) reasonable satisfaction within fifteen (15) days after written notice thereof to the Executive.

“Change in Control” means:

(i) the acquisition by any Person or Persons acting in concert, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire stock); or

(ii) the consummation of (a) any consolidation or merger of the Company, other than a consolidation or merger of the Company in which holders of its stock immediately prior to the consolidation or merger hold proportionately at least a majority of the outstanding common stock of the continuing or surviving corporation; or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (“Transfer Transaction”), except where (1) the Company owns all of the outstanding stock of the transferee entity or (2) the holders of the Company’s common stock immediately prior to the Transfer Transaction own proportionately at least a majority of the outstanding stock of the transferee entity, immediately after the Transfer Transaction; or (c) any consolidation or merger of the Company where, after the consolidation or merger, one Person owns one hundred percent (100%) of the shares of stock of the Company (except where the holders of the Company’s common stock immediately prior to such merger or consolidation own proportionately at least a majority of the outstanding stock of such Person immediately after such consolidation or merger).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“Company” means Material Sciences Corporation, a Delaware corporation, and includes any successor or assignee corporation, corporations or other entity into which the Company may be merged, changed or consolidated, any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company.

“Compensation” means the sum of (i) the Executive’s annual rate of salary as of the date or event upon which the amount of Compensation is being determined plus (ii) the greater of (a) cash amount paid or earned by the Executive under the MIP for the most recently completed fiscal year preceding the date or event upon which the amount of Compensation is being determined, or (b) the amount earned during the current fiscal year, but not yet paid, in which the triggering event takes place.

If an MIP Award Term shall not have been completed as of the date of the Change in Control, the Committee shall determine the Payout of the uncompleted Award Term as of the date of the Change in Control, which shall be a pro rata Payout for the Award Term with respect to the Performance Goals and based upon the product of (i) a fraction, the numerator of which is the number of months which have elapsed in the Award Term and the denominator of which is the total number of months in the Award Term, and (ii) actual performance through the date of the Change in Control (compared to a pro rata portion of the overall Performance Goal for the Award Term, as adjusted for seasonality and other factors if and to the extent the Committee deems appropriate).

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“Compensation Committee” means the Compensation, Organization and Corporate Governance Committee of the Board.

“Constructive Discharge” means the occurrence, without the express written consent of the Executive, of any one of the following events:

(i) the assignment to the Executive of any duties significantly inconsistent with the Executive’s position and status with the Company or a substantial adverse alteration in the nature or status of the Executive’s employment responsibilities from those in existence on the date hereof;

(ii) the relocation of the Executive’s office or job location to a location not within seventy-five miles (75) of the Executive’s present office or job location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations;

(iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction or series of transactions in which the resulting or surviving transferee entity assumes this Agreement and all obligations and undertakings hereunder by operation of law or otherwise, or

(iv) a substantial reduction in the Executive’s Compensation, other than a reduction that is part of an overall reduction in the Compensation of all officers of the Company. For purposes of this Agreement, a substantial reduction in the Executive’s Compensation shall be deemed to have occurred if, at any time during the term hereof, the Executive’s Compensation is reduced below eighty-five percent (85%) of his Compensation as of the Effective Date.

An event shall not be considered a Constructive Discharge unless the Executive provides written notice to the Company specifying the event relied upon for Constructive Discharge within sixty (60) days after the occurrence of such event. Within thirty (30) days of receiving such written notice from the Executive, the Company may cure or cause to be cured the event upon which the Executive claims a Constructive Discharge and no Constructive Discharge shall have been considered to have occurred with respect to such event. The Company and the Executive, upon mutual written agreement, may waive any of the foregoing provisions which would otherwise constitute a Constructive Discharge.

“Disability” means a mental or physical illness that entitles the Executive to receive benefits under the long-term disability plan of the Company, or, if there is no such plan or the Executive is not covered by such a plan or the Executive is not an employee of the Company, a mental or physical illness that renders the Executive totally and permanently incapable of performing the Executive’s duties for the Company, as determined by the Committee. Notwithstanding the foregoing, a Disability shall not qualify under this Plan if it is the result of (i) a willfully self-inflicted injury or willfully self-induced

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sickness; or (ii) an injury or disease contracted, suffered or incurred while participating in a criminal offence. The determination of Disability for purposes of this Plan shall not be construed to be an admission of disability for any other purpose.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Independent Tax Counsel” means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Company.

“MIP” means the Management Incentive Plan adopted by the Compensation Committee, as the same may be amended, modified, supplemented or restated from time to time (including any successor thereto or replacement therefore).

“Person” has the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) except that such term shall not include: (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Pro Rata Portion” means, (i) for any stock options or shares of restricted stock that vest, in whole or in part, based upon the passage of time, that portion of such stock options or shares of restricted stock that is equal to the product of (A) the total number of stock options or shares of restricted stock, as applicable, multiplied by (B) a fraction, the numerator of which is equal to the number of months which have elapsed from and after the date of grant and the denominator of which is equal to the number of months which would have elapsed from and after the date of grant until the date of vesting (without regard to this Agreement) and (ii) for any stock options or shares of restricted stock that vest, in whole or in part, based upon performance or other non-time based criteria, that portion, if any, of such stock options or shares of restricted stock that the Committee determines should be vested based on the progress the Company or the Executive, as applicable, has made in satisfying such criteria that were established for the vesting of such stock options or shares of restricted stock (without regard to this Agreement). The Committee will have the sole authority to determine the progress made towards satisfying any performance or other non-time based criteria, which authority shall be exercised reasonably and after giving effect to all relevant factors, including seasonality and other factors if and to the extent the Committee deems appropriate. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge.

“Specified Employee” means a key employee of the Company, as defined in Treas. Reg. §1.409A-1(i)(1), as of such employee’s Separation from Service. The “specified employee identification date,” as described in Treas. Reg. §1.409A-1(i)(3), shall be December 31, unless another date is established by the Compensation Committee pursuant to Treas. Reg. §1.409A-1(i)(8).

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“Separation from Service” has the meaning ascribed to such term in Treas. Reg. §1.409A-1(h).

“Separation Pay” has the meaning ascribed to such term in Treas. Reg. §1.409A-1(m).

“Separation Pay Plan” has the meaning ascribed to such term in Treas. Reg. §1.409A-1(m).

2. Term; At-Will Employment.

(a) This Agreement shall be effective as of the Effective Date and shall terminate on June 30, 2012; provided, however, that this Agreement automatically shall renew for successive one year terms unless either party delivers written notice to the other party at least sixty (60) days in advance of June 30, 2012, or the expiration of the applicable renewal term, as the case may be, that such party desires to terminate this Agreement as of June 30, 2012, or the last day of the applicable renewal term, as the case may be. Notwithstanding the foregoing, if a Change in Control occurs on or prior to June 30, 2012, or the last day of the applicable renewal term, as the case may be, this Agreement shall continue in effect for fifteen (15) full calendar months following the date of a Change in Control.

(b) The Company and the Executive acknowledge that the Executive’s employment is and shall continue to be at-will, as defined under applicable law. If the Executive’s employment terminates for any reason during the term of this Agreement, the Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as specifically provided by this Agreement, or as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination.

3. Severance Benefit Following a Change in Control.

(a) If, during the period commencing on the date of a Change in Control and ending on the last day of the fifteenth (15th) full calendar month following the date of a Change in Control, the Executive’s employment with the Company or an Affiliate is terminated by the Company or an Affiliate for any reason, other than Cause, Disability or death, or is terminated by the Executive in the event of a Constructive Discharge, and such termination, whether by the Company, an Affiliate or the Executive, constitutes a Separation from Service, then, within ten (10) business days after such termination, subject, however, to Paragraphs 6(e) and 9 of this Agreement, the Company or Affiliate, as applicable, shall pay to the Executive (or, if the Executive has died before receiving all payments to which he has become entitled hereunder, to the beneficiary or estate of the Executive as described in Paragraph 15 of this Agreement) the sum of: (i) all accrued but unpaid salary and accrued but unused paid time off as of the date Executive’s employment with the Company or Affiliate, as applicable, is terminated, and (ii) severance pay in a lump sum cash amount equal to

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the Executive’s Compensation as of the date the Executive’s employment with the Company is terminated multiplied by 1.5. In the event of any termination of the Executive’s employment as described in this Paragraph 3(a), the Executive shall be under no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.

(b) During the eighteen (18) months (the “CIC Coverage Period”) following the date the Executive’s employment is terminated under Paragraph 3(a) of this Agreement, the Executive shall be entitled to the continuation of medical, dental, prescription drug, and vision benefits for the Executive and the Executive’s family (if dependent coverage had been provided) at least equal to those provided as of the date the Executive’s employment was terminated, provided that such benefits shall be limited to those benefits that are not reimbursed by a person other than the Company or an Affiliate and that would be deductible under Section 213 of the Code, if paid by the Executive, without regard to whether such expenses exceed 7.5 percent of the Executive’s adjusted gross income. The Executive’s coverage during such eighteen (18) month period shall not be included in the calculation of the period of coverage to be provided pursuant to any statutory continuation of benefits obligation (such as COBRA). The Executive’s right to statutory continuation coverage shall commence on the first day following the end of such eighteen (18) month period. If such welfare benefit plans and programs do not allow the Executive’s continued participation, a cash payment shall be made each month to the Executive equal to the value of the additional benefits the Executive would have received under such benefit programs in which the Executive was participating immediately prior to the date the Executive’s employment was terminated, with the first payment being made within ninety (90) days of the Executive’s Separation from Service, subject, however, to Paragraphs 6(e) and 9 of this Agreement. With respect to any payment under the immediately preceding sentence, the value of any insurance-provided benefits shall be based on the premium cost to the Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating. Notwithstanding the foregoing provisions of this Paragraph 3(b), each of the Company’s obligations under this Paragraph 3(b) shall cease upon the date that the Executive becomes eligible to receive substantially comparable benefits provided by an employer of the Executive other than the Company.

(c) A Pro Rata Portion of all stock options and shares of restricted stock granted by the Company to the Executive which are unvested immediately prior to a Change in Control shall, as a consequence of such Change in Control, become vested; provided, however, that if the grant of such stock options or shares of restricted stock, or the plan or arrangement pursuant to which such grant is made, otherwise addresses the vesting of stock options or shares of restricted stock upon a Change in Control, the terms of such grant or plan, and not this Agreement, shall govern the vesting, if any, which shall occur upon a Change in Control. Any such vested stock options shall thereafter remain fully exercisable by the Executive for the period set forth in the plans or arrangements under which such awards or grants were made, or, if no such period exists in the plans or arrangements under which such awards or grants were made, the ninety (90) day period following such Change in Control.

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4. Termination Apart from a Change in Control.

(a) If (but without duplication with the provisions set forth above in Paragraph 3 of this Agreement) the Executive’s employment with the Company or an Affiliate is terminated by the Company or an Affiliate for any reason, other than Cause, Disability or death, or is terminated by the Executive in the event of a Constructive Discharge, and such termination, whether by the Company, an Affiliate or the Executive, constitutes a Separation from Service and occurs prior to a Change in Control, the Executive shall be entitled to severance benefits in an amount equal to the Executive’s Compensation as of the date the Executive’s employment with the Company is terminated multiplied by 1.0, and payable in regular installments in accordance with the Company’s general payroll practices in effect from time to time, with the first such payment to be made no later than thirty (30) days after the Executive’s Separation from Service, subject, however, to Paragraphs 6(e) and 9 of this Agreement.

(b) During the twelve (12) months (the “Non-CIC Coverage Period”) following the date the Executive’s employment is terminated under Paragraph 4(a) of this Agreement, the Executive shall be entitled to the continuation of medical, dental, prescription drug, and vision benefits for the Executive and the Executive’s family (if dependent coverage had been provided) at least equal to those provided as of the date the Executive’s employment was terminated, provided that such benefits shall be limited to those benefits that are not reimbursed by a person other than the Company or an Affiliate and that would be deductible under Section 213 of the Code, if paid by the Executive, without regard to whether such expenses exceed 7.5 percent of the Executive’s adjusted gross income. The Executive’s coverage during such twelve (12) month period shall not be included in the calculation of the period of coverage to be provided pursuant to any statutory continuation of benefits obligation (such as COBRA). The Executive’s right to statutory continuation coverage shall commence on the first day following the end of such twelve (12) month period. If such welfare benefit plans and programs do not allow the Executive’s continued participation, a cash payment shall be made each month to the Executive equal to the value of the additional benefits the Executive would have received under such benefit programs in which the Executive was participating immediately prior to the date the Executive’s employment was terminated, with the first payment being made within ninety (90) days of the Executive’s Separation from Service, subject, however, to Paragraphs 6(e) and 9 of this Agreement. With respect to any payment under the immediately preceding sentence, the value of any insurance-provided benefits shall be based on the premium cost to the Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating. Notwithstanding the foregoing provisions of this Paragraph 4(b), each of the Company’s obligations under this Paragraph 4(b) shall cease upon the date that the Executive becomes eligible to receive substantially comparable benefits provided by an employer of the Executive other than the Company.

(c) All stock options and shares of restricted equity granted by the Company to the Executive which have vested prior to the date that the Executive’s employment is terminated shall remain exercisable by the Executive for the period set

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forth in the plans or arrangements under which such awards or grants were made, or, if no such period exists in the plans or arrangements under which such awards or grants were made, the ninety (90) day period following termination.

5. Excise Tax.

(a) In the event that the Executive becomes entitled to the payments and benefits provided under this Agreement and/or any other payments or benefits in connection with a change in control or termination of the Executive’s employment with the Company (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) (collectively, the “Payments”), and if any of the Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code and the aggregate amount of the Payments is less than 330% of the “base amount,” then the aggregate present value of the payments made pursuant to the terms of this Agreement alone without taking into account payments made pursuant to any other agreements between the Company and the Executive shall be reduced so that the Payment equals 299.99% of the “base amount” (it being understood that in no event shall the amount of the payment made pursuant to the terms of this Agreement be less than $0).

(b) For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, in the opinion of Independent Tax Counsel, the Payments (in whole or in part) do not constitute parachute payments or excess parachute payments or are otherwise not subject to the Excise Tax, (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

6. Additional Understandings.

(a) Executive Insurance Policy. If applicable and immediately after the date of the termination of the Executive’s employment hereunder, the Executive agrees to be solely responsible for the payment of the premiums under his long-term care/life insurance policy.

(b) Outplacement Services. In the event the Executive’s employment is terminated by the Company for any reason other than Cause, Disability or death, or is terminated by Executive in the event of a Constructive Discharge, the Company shall provide the Executive with reasonable outplacement services at an executive level through one or more outside firms up to an aggregate cost of $20,000 and in accordance with the Company’s past practice, with such services to extend until the earlier of (x) twelve (12) months following the termination of the Executive’s

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employment hereunder or (y) the date that the Executive secures full time employment. Executive must seek payment of or reimbursement for such services no later than six (6) months after such services are received and the Company must pay for such services or reimburse the Executive for such services as soon as reasonably practicable after the documentation for such payment or reimbursement is submitted but no later than ninety (90) days after such documentation is submitted. The Executive understands that any payments or benefits received under this Paragraph 6(b) are subject to income taxes.

(c) Directors’ and Officers’ Insurance. Subject to Paragraph 23 of this Agreement, prior to a Change in Control, the Company shall maintain a directors’ and officers’ liability insurance policy (with coverage for the Executive) consistent with past practice. The Executive shall be entitled to tail coverage under such policy (to apply following a Change in Control) on the same terms as provided by any written Company policy in effect on the Effective Date.

(d) Indemnification Agreement. Subject to Paragraph 23 of this Agreement, the Executive and the Company expressly acknowledge and agree that, notwithstanding any provision or statement to the contrary contained in this Agreement, the Indemnification Agreement between the Company and the Executive dated                      shall remain in full force and effect and continue to be binding upon the Executive and the Company in accordance with its terms.

(e) Delay in Payments to Specified Employees. If the Executive is a Specified Employee, then payment of the benefits provided under this Agreement shall be deferred until six (6) months after the Executive’s Separation from Service with the Company, except to the extent that a portion or all of such benefits are not considered to be a deferral of compensation under (i) the Separation Pay Plan rules set forth in Treas. Reg. § 1.409A-1(b)(9) or (ii) the Short-Term Deferral rules set forth in Treas. Reg. § 1.409A-1(b)(4).

7. Source of Payments.

All payments provided for in Paragraphs 3, 4, 5 and 6 of this Agreement shall be paid in cash from the general funds of the Company; provided, however, that such payments shall be reduced by the amount of any payments made to the Executive or his dependents, beneficiaries or estate from any trust or special or separate fund established or utilized by the Company or any Affiliate to assure such payments. The Company shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Executive or any other person. To the extent that any person acquires a right to receive payments from the Company such right shall be no greater than the right of an unsecured creditor of the Company.

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8. Tax Withholding.

The Company may withhold from any payments made under this Agreement all federal, state or other taxes, including excise taxes, as shall be required pursuant to any law or governmental regulation or ruling.

9. Conditions to Receiving Payments and Benefits.

In consideration of the covenants under this Agreement, including, but not limited to, Paragraphs 3, 4, 5 and 6 of this Agreement and as a condition to receiving any payments or benefits, whether initial or in process, under this Agreement, the Executive agrees: (i) to, within 45 days after the date his employment is terminated as described in Paragraphs 3 and 4 of this Agreement, execute (and not subsequently revoke) a Release of Claims and Covenant Not To Sue and Confidentiality, Non-Solicitation and Non-Competition Agreement substantially in the form of Exhibit A and Exhibit B, respectively, attached hereto and by this reference made a part hereof, and (ii) to comply with any other written provision in this Agreement and/or any other agreement between the Executive and the Company or an Affiliate that (a) requires the Executive to provide services to, or on behalf of, the Company or an Affiliate, whether as an employee, independent contractor or otherwise, or (b) prohibits the Executive from competing with, or soliciting employees or customers of, the Company or an Affiliate.

10. Cooperation with Litigation

Upon reasonable notice by the Company, Executive will voluntarily provide thorough and accurate information and testimony to and on behalf of the Company regarding (i) any investigation, litigation, or claim initiated by, or brought or threatened against the Company, including but not limited to meetings with counsel representing the Company and testifying at depositions, trials, or other proceedings, and (ii) any dispute between the Company and any other person or entity except Executive arising from or related to any act or omission by Executive that actually or allegedly occurred during Executive’s employment. In making any request for cooperation or assistance under this Paragraph 10, the Company will attempt to work with Executive to arrange times that reasonably accommodate him, and in responding to any such request, Executive shall reasonably accommodate his schedule to the Company’s needs. Except as may be required by law, Executive shall not disclose to or to discuss with anyone who is not directing or assisting the Company in any such investigation, litigation, claim, or dispute, other than Executive’s own attorney, the fact of or subject matter of the investigation, litigation, claim, or dispute.

11. Entire Understanding.

This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or retention agreement or plan, including, without limitation, the Retention Agreement, between the Company and the Executive.

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12. Severability.

If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law continue in full force and effect.

13. Consolidation, Merger, or Sale of Assets.

If the Company consolidates or merges into or with, or transfers all or substantially all of its assets to, another corporation, limited liability company, limited partnership, or other entity, this Agreement shall continue in full force and effect.

14. Notices.

All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class with return receipt as follows:

(a) Material Sciences Corporation

2200 East Pratt Blvd.

Elk Grove Village, IL 60007

Attention: VP, Chief Financial Officer, Corporate Controller and Corporate Secretary

(b) “Executive”

the Executive’s most recent home address on file with the Company or to such other address as either party shall have previously specified in writing to the other

15. No Attachment.

Except as required by law and as expressly provided in this Paragraph 15 of this Agreement, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect. Notwithstanding the preceding sentence, the Executive may, by giving notice to the Company during the Executive’s lifetime, designate a beneficiary or beneficiaries to whom the severance benefits described in Paragraphs 3 and 4 of this Agreement shall be transferred in the event of the Executive’s death. Any such designation may be revoked or changed by the Executive at any time and from time to time by similar notice. If there is no such designated beneficiary living upon the death of the Executive or if all such designated beneficiaries die prior to the receipt by the Executive of the referenced severance benefits, such severance benefits shall be transferred to the Executive’s surviving spouse or, if none, then such severance benefits will be transferred to the estate or personal representative of the Executive. If the Company, after reasonable inquiry, is unable to determine within

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twelve (12) months after the Executive’s death whether any designated beneficiary of the Executive did in fact survive the Executive, such beneficiary shall be conclusively presumed to have died prior to the Executive’s death.

16. Attorneys’ Fees and Other Costs.

In the event a dispute arises between the parties hereto and suit is instituted, the prevailing party or parties in such litigation shall be entitled to recover reasonable attorneys’ fees and other costs and expenses from the non-prevailing party or parties, whether incurred at the trial level or in any appellate proceeding. In the event that the Executive is the prevailing party, the Company will make any payments under this Paragraph 16 to the Executive as soon as practicable, but in any event within 2.5 months following the end of (a) the Company’s fiscal year or (b) the calendar year in which the Executive became the prevailing party, whichever is later.

In the event that the Company is the prevailing party, the Executive will make any payments under this Paragraph 16 to the Company as soon as practicable, but in any event within 2.5 months following the end of (a) the Company’s fiscal year or (b) the calendar year in which the Company became the prevailing party, whichever is later.

17. Executive Representations.

THE EXECUTIVE REPRESENTS AND AGREES THAT: (A) HE HAS READ THIS AGREEMENT CAREFULLY; (B) HE UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS; (C) HE VOLUNTARILY CONSENTS TO EVERYTHING IN IT; (D) HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND HE HAS DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION HE HAS CHOSEN NOT TO DO SO ON HIS OWN VOLITION; AND (E) HE HAS SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE HIM WITH RESPECT TO IT.

18. Binding Agreement and Agreement Supersedes Prior Agreements.

This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns. This Agreement supersedes any Severance and Change in Control Agreement entered into by the Company and the Executive prior to the Effective Date

19. Modification and Waiver.

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

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20. Termination of Prior Agreement.

Any agreement previously entered into between the Company and the Executive with respect to change in control matters is hereby terminated and no longer in effect as of the Effective Date.

21. Headings of No Effect.

The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

22. Governing Law.

This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of Illinois without giving effect to the choice of law provisions in effect in such State.

23. Compliance with Code Section 409A.

It is the intention of the Company and the Executive that the terms of this Agreement comply with the terms and conditions of Code Section 409A, if and to the extent that such provision shall be applicable with respect to the Agreement, and the provisions of this Agreement shall be construed and interpreted in accordance with that intention. Without limiting the foregoing, the directors and officers liability insurance and indemnification obligation in Paragraphs 6(c) and (d) shall be limited to benefits that are not considered to provide a deferral of compensation under Treas. Reg. § 1.409A-1(b)(10). As authorized in Paragraph 19 of this Agreement hereof, this Agreement may be amended by the Company and the Executive at any time to the extent determined by the Company to be necessary or advisable to comply with Code Section 409A or to avoid application of Code Section 409A.

24. Forum Selection and Consent to Jurisdiction.

EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIES, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the Effective Date.

MATERIAL SCIENCES CORPORATION
By:
	James D. Pawlak Vice President, Chief Financial Officer,
	Corporate Controller and Corporate Secretary
By:
	“Executive”

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EXHIBIT A

RELEASE OF CLAIMS

AND

COVENANT NOT TO SUE

THIS RELEASE OF CLAIMS AND COVENANT NOT TO SUE (the “Release”) is executed and delivered by                      (the “Executive”), to Material Sciences Corporation, its subsidiaries, affiliates and related entities (collectively referred to as the “Company”).

1. Separation from the Company.

By signing this Release, the Executive acknowledges that the termination of Executive’s employment with the Company will be effective on                      (the “Termination Date”). As of the Termination Date, the Executive will cease to be an employee of the Company, and the Executive will no longer be required to fulfill any of the duties and responsibilities associated with the Executive’s position.

2. Severance Payment.

The Executive acknowledges and agrees that the severance payments and benefits provided to Executive pursuant to that certain Severance and Change in Control Agreement, effective                     , by and between the Executive and the Company (the “Severance Agreement”) and upon expiration of the revocation period described in Paragraph 4 below with no revocation by the Executive, represents consideration for signing this Release and is not salary, wages or benefits to which the Executive was already entitled. Such payments shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company.

3. Release and Covenant.

(a) The Executive releases and forever discharges the Company, any of its affiliates, and its and their directors, officers, agents and employees from any and all claims, suits, demands, causes of action, contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees, liabilities of whatever kind or nature in law or equity, by statute or otherwise whether now known or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which have existed or may have existed, or which do exist, through the date this Release becomes effective and enforceable which relate in any way to the Executive’s employment with the Company or the termination of that employment (the “Claims”). Such released Claims include, without in any way limiting the generality of the foregoing language, any and all Claims arising under (i) any exception to the employment-at-will doctrine, including any common law theory sounding in tort, contract or public policy, (ii) the Fair Labor Standards Act, as amended, (iii) the Equal Pay Act, or any state or local wage and hour

law or ordinance, (iv) the National Labor Relations Act, as amended, (v) the Employee Retirement Income Security Act of 1974, as amended, (vi) Title VII (or any other title) of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, as amended, the Illinois Human Rights Act, the Cook County Human Rights Ordinance or any other federal, state or local law or ordinance prohibiting discrimination in employment on any basis, and (vii) any other federal, state, or local statute, law, regulation, ordinance or doctrine of common law or public policy, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Executive’s rights under the Severance Agreement. The Executive acknowledges that, in deciding to enter into this Release, Executive has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of the Company, except as set forth in this Release.

(b) The Executive intends that this Release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. The Executive expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. The Executive acknowledges and agrees that this waiver is an essential and material term of this Release and without such waiver the Company would not have provided the severance payments and benefits described in Paragraph 2. The Executive further agrees that in the event the Executive brings a Claim seeking damages against the Company, or in the event the Executive seeks to recover against the Company in any Claim brought by a governmental agency on the Executive’s behalf, this Release shall serve as a complete defense to such Claims.

4. Executive’s Right to Revoke Release of Age Discrimination Claims.

Executive has the right to revoke Executive’s release of claims under the Age Discrimination in Employment Act described in Paragraph 3(a) (the “ADEA Release”) for up to seven (7) days after Executive signs this Agreement. In order to do so, Executive must sign and send a written notice of the decision to revoke the ADEA Release, addressed to the Company at the address below, and that written notice must be received by the Company no later than the eighth (8^th) day after Executive signed this Agreement. If Executive revokes the ADEA Release, Executive will not be entitled to any of the consideration from the Company described in Paragraph 2 above.

Company Address:

Material Sciences Corporation

2200 East Pratt Blvd.

Elk Grove Village, IL 60007

Attention: Vice President, Chief Financial Officer

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5. Knowing and Voluntary Waiver.

Executive acknowledges that Executive:

(a) has been given at least twenty-one days after receipt of this Release within which to consider it and decide whether to sign it;

(b) has carefully read this Release, the Severance Agreement, and the Confidentiality, Non-Solicitation and Non-Competition Agreement and fully understands their meaning;

(c) is signing this Release knowingly, voluntarily, and without any coercion or duress;

(d) understands that the Company is herein advising and encouraging Executive, in writing (via this Release), to consult with an attorney or other advisor prior to signing this Release; and

(e) everything Executive is receiving for signing this Release is described in this Release itself, the Severance Agreement, and the Confidentiality, Non-Solicitation and Non-Competition Agreement, and no other promises or representations have been made to cause Executive to sign it.

6. Additional Agreement.

The Executive also agrees not to disparage the Company, or its past and present investors, officers, directors or employees and to keep all confidential and proprietary information about the past or present business affairs of the Company confidential unless a prior written release from the Company is obtained or disclosure is permitted under the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement executed by the Executive pursuant to the Severance Agreement.

7. No Admissions.

This Release shall not be construed as an admission of any wrongdoing either by the Company, its affiliates, or its and their directors, officers, agents and employees.

8. No Assignment of Claims.

The Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim which the Executive may have against the Company. The Executive agrees to indemnify and hold the Company harmless from any liability, claims, demands, damages, cost, expenses and attorney’s fees incurred as a result of any person asserting such assignment or transfer of any rights or claims under any such assignment or transfer. It is the intention of the Executive and the Company that this indemnity does not require payment as a condition precedent to recovery by the Company from the Executive under this indemnity.

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9. Successors and Assigns.

This Release shall inure to the benefit of and be binding upon the Company and the Executive and their respective successors, executors, administrators, heirs and assigns.

10. Modification and Waiver.

This Release may not be modified or amended except by an instrument in writing signed by the Executive and the Company. No term or condition of this Release shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Release except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

11. Severability.

The provisions of this Release shall be severable and the invalidity of any provision shall not affect the validity of any other provision; provided, however, that (a) upon a finding by a court of competent jurisdiction that any release or agreement in Paragraph 3 above is illegal, void or unenforceable, Executive agrees, at the Company’s option, to execute within a reasonable time a release and agreement that is legal and enforceable.

12. Governing Law.

To the extent not governed by federal law, this Release and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of Illinois without giving effect to the choice of law provisions in effect in such State. Whenever possible, each provision of this Release shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Release.

13. Entire Agreement.

This Release, together with the Severance Agreement, represents the entire agreement and understanding concerning Executive’s employment with and separation from the Company and supersedes and replaces any and all prior agreements, understandings, discussions, proposals, or negotiations (whether oral or written) between Executive and the Company; provided, however, Executive shall abide by the terms and conditions of the Confidentiality, Non-Solicitation and Non-Competition Agreement, which shall be preserved herein and remain binding and fully enforceable. This Release may only be amended in a writing signed by Executive and an executive officer of the Company.

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IN WITNESS WHEREOF, the Executive has executed this Release and delivered it to the Company on                      .

By:

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EXHIBIT B

CONFIDENTIALITY, NON-SOLICITATION

AND NON-COMPETITION AGREEMENT

THIS CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (the “Agreement”), effective as of                     , by and between Material Sciences Corporation, including any of its subsidiaries, affiliates and related entities (collectively referred to as the “Company”), and [                    ] (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive have entered into a Severance and Change in Control Agreement effective as of                      (the “Severance Agreement”) under which the Company has covenanted to provide the Executive with certain payments and benefits in the event that the Executive’s employment with the Company is terminated under the circumstances described therein; and

WHEREAS, in consideration of the Company’s covenants under the Severance Agreement, and as a condition precedent to the Executive receiving any payments or benefits under the Severance Agreement, the Executive has agreed to execute on or after the date of his termination of employment as described in Paragraphs 3 or 4 of the Severance Agreement, a confidentiality, non-solicitation and non-competition agreement.

NOW, THEREFORE, as a condition precedent, and in consideration of the covenants by the Company to provide the Executive with the payments and benefits under the Severance Agreement, the Executive hereby agrees as follows:

1. Confidential Information; Acknowledgment of Legitimate Business Interest of the Company.

The Executive expressly recognizes and acknowledges that during his employment with the Company, he became entrusted with, had access to, or gained possession of confidential and proprietary information, data, documents, records, materials, trade secrets and/or other proprietary business information of the Company that provides economic value to the Company and is not readily available to competitors, outside third parties and/or the public, including without limitation, information about (i) current or prospective customers and/or suppliers, (ii) employees, research, goodwill, production, and prices, (iii) business methods, processes, know-how, ideas, techniques, theories, discoveries, formulas, plans, charts, designs, drawings, practices and procedures; (iv) computer software and technology development, (v) current or prospective business opportunities, plans, proposals and strategies, including acquisition, merger and/or divestiture strategies and (vi) other proprietary information created or obtained by Executive during the course of his employment with the Company (collectively or with respect to any of the foregoing, the “Confidential Information”). The Executive further recognizes and acknowledges that the Confidential Information is the sole and exclusive property of the Company and that the Company has a legitimate interest in protecting its Confidential Information.

2. Non-Disclosure of Confidential Information.

The Executive agrees that following his termination of employment, regardless of the reason(s) for such termination, he shall keep and retain in confidence all Confidential Information and will not, without the consent of the Company, disclose or divulge any Confidential Information obtained during his employment with the Company to any third party for so long as the Confidential Information is valuable and unique, or until either the Company has either itself released the Confidential Information into the public domain or the Confidential Information has clearly become publicly available by means other than the Company or the Executive. No individual piece of Confidential Information shall be deemed to have become publicly available merely because other pieces of Confidential Information shall have become publicly available, and no individual piece of Confidential Information shall be deemed to have become publicly available unless all of its substantive provisions shall have become publicly available. This Paragraph 2 shall not prevent the Executive from using general skills and experience developed in positions with the Company or other employers, or from accepting a position of employment with another company, firm, or other organization, provided that such position does not require divulgence or use of the Confidential Information.

3. Cooperation with the Company.

If the Executive receives a subpoena or other judicial or administrative process demanding that he disclose Confidential Information (“Subpoena”), the Executive agrees that he will promptly notify the Company and cooperate fully with the Company if the Company elects to challenge or otherwise resist disclosure of the Confidential Information sought by the Subpoena. Any such challenge or resistance by the Company shall be at the Company’s own expense. Should the Executive promptly notify the Company of the receipt of a Subpoena and the Company declines or fails to challenge or resist the Subpoena, or if after intervention by the Company in the judicial or administrative process, the Company is unsuccessful in quashing or opposing the disclosure, the Executive may produce the Confidential Information or respond to the Subpoena as he deems appropriate.

4. Return of Property.

The Executive understands and agrees that all business information, files, research, records, memoranda, books, lists and other documents and tangible materials, including computer disks, files, electronic data storage devices and other hardware and software that he receives during his employment with the Company (including, without limitation, Company-issued cellular telephone and/or personal digital assistant device), whether confidential or not, are the property of the Company and that, immediately upon the termination of the Executive’s employment, he will promptly deliver to the Company all such materials, including copies thereof, in his possession or under his control.

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5. Non-Solicitation.

The Executive covenants and agrees that during the term of his employment with the Company and for a period commencing on the date of the Executive’s termination of employment with the Company, regardless of the reason(s) for such termination, and ending on the date that is two (2) years from such employment termination date, the Executive shall not, directly or indirectly, solicit, induce, influence, or attempt to induce any employee of the Company to terminate his employment with, or compete against the Company or any present or future affiliates of the Company. In particular, and without limiting the foregoing, the Executive agrees that during the term of his employment with the Company and during the two (2) year period commencing on the Executive’s employment termination date with the Company, regardless of the reason(s) for such termination, the Executive shall not (i) directly or indirectly hire or attempt to hire any other employee of the Company or otherwise encourage any other employee to leave the employ of the Company, or (ii) advise or recommend to any other person that they employ or solicit for employment, any employee of the Company.

6. Non-Competition.

The Executive acknowledges and agrees that the Company conducts business on a global basis. The Executive covenants and agrees that the Executive shall not anywhere in the “Restricted Area” (as defined below), during the term of his employment with the Company and during either the “CIC Coverage Period” or the “Non-CIC Coverage Period” (as such terms are defined in the Severance Agreement), as the case may be, directly or indirectly (i) assist, provide services to or work for, whether as an officer, employee, consultant or advisor, any entity or Person engaged in the coil coating and/or laminating industry, or (ii) otherwise participate in the coil coating and/or laminating industry. For purposes of this Agreement, the “Restricted Area” means any geographic area in which the Company manufactures, markets or sells products or provides services. The Executive acknowledges and agrees that the Restricted Area as of June 1, 2010 includes (A) all of North America, (B) France, (C) Germany, (D) Malaysia, (E) Japan, (F) China, (G) Korea, and (H) Brazil. This covenant does not prohibit the mere ownership of less than three percent (3%) of the outstanding stock of any publicly-traded corporation as long as the Executive is not otherwise in violation of this Agreement.

7. Remedies.

(a) Executive Acknowledgements. The Executive acknowledges (i) that the covenants contained in this Agreement, including, without limitation, the time and geographic limits (collectively, the “Restrictive Covenants”), are reasonable and appropriate and that the Executive will not claim to the contrary in any action brought by the Company to enforce any of such provisions and (ii) that should the Executive violate any of the Restrictive Covenants, it will be difficult to determine the resulting damages to

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the Company and, in addition to any other remedies the Company may have, (A) the Company shall be entitled to temporary injunctive relief without being required to post a bond and permanent injunctive relief without the necessity of proving actual damage; and (B) the Company shall have the right to offset against its obligation to make any payments to the Executive under the Severance Agreement or otherwise to the extent of any money damages incurred or suffered by the Company. The Company may elect to seek one or more of these remedies at its sole discretion on a case by case basis. Failure to seek any or all remedies in one case shall not restrict the Company from seeking any remedies in another situation. Such action by the Company shall not constitute a waiver of any of its rights. The Executive acknowledges and agrees that the Restrictive Covenants shall survive the termination of this Agreement.

(b) Intent. It is the parties’ intent that each of the Restrictive Covenants be read and interpreted with every reasonable inference given to its enforceability. If any term, provision or condition of the Restrictive Covenants is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If a court should determine that any of the Restrictive Covenants are unenforceable because of over-breadth, then the court shall modify said covenant so as to make it reasonable and enforceable under the prevailing circumstances.

(c) Tolling. In the event of any breach by the Executive of any Restrictive Covenant, the running of the period of restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that the Company shall receive the full benefit of the Executive’s compliance with each of the Restrictive Covenants.

(d) Independent Enforcement. Executive agrees that the Restrictive Covenants shall be enforced independently of any other obligations between the Company, on the one hand, and the Executive, on the other, and that the existence of any other claim or defense shall not affect the enforceability of the Restrictive Covenants or the remedies provided herein. The Restrictive Covenants shall be in addition to and shall not replace any other restrictive covenant agreement that the Executive may currently have (or hereafter enter into) with the Company.

8. Assignment.

This Agreement is not assignable, in whole or in part, and shall not be assigned, by the Executive; and any purported assignment by the Executive shall be considered null and void. This Agreement is assignable and may be so assigned by the Company; and this Agreement shall inure to the benefit of, and shall be binding upon, any and all successors and assigns of the Company.

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9. Entire Understanding.

Unless otherwise stated herein, this Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof. Notwithstanding anything to the contrary in the preceding sentence, the Executive acknowledges and agrees that he and the Company have entered into that certain Technology Agreement dated                      (the “Technology Agreement”) and that, except for Paragraph 3 thereof, the Technology Agreement shall remain in full force and effect according to its terms.

10. Severability.

If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law continue in full force and effect.

11. Consolidation, Merger, or Sale of Assets.

If the Company consolidates or merges into or with, or transfers all or substantially all of its assets to, another corporation, limited liability company, limited partnership or other entity, this Agreement shall continue in full force and effect.

12. Notices.

All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class with return receipt as follows:

(a) to the Company:

Material Sciences Corporation

2200 E. Pratt Blvd.

Elk Grove Village, IL 60007

Attention: VP, Chief Financial Officer

(b) to the Executive:

the Executive’s most recent home address on file with the Company or to such other address as either party shall have previously specified in writing to the other.

13. Binding Agreement.

This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

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14. Modification and Waiver.

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

15. Headings of No Effect.

The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

16. Governing Law.

This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of Illinois without giving effect to the choice of law provisions in effect in such State.

17. Forum Selection and Consent to Jurisdiction.

EACH OF THE COMPANY AND THE EXECUTIVE, AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH PARTIES, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN A COURT OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, ILLINOIS, OR IN THE UNITED STATES DISTRICT FOR THE NORTHERN DISTRICT OF ILLINOIS. EACH OF THE COMPANY AND THE EXECUTIVE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[Signature Page Follows]

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IN WITNESS WHEREOF, The Company, on behalf of itself and its subsidiaries, affiliates and related entities, has caused this Agreement to be executed, and the Executive has executed this Agreement, as of the effective date written above.

By:
	MATERIAL SCIENCES CORPORATION
By:
	EXECUTIVE

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EX-21

Exhibit 21

Subsidiaries of the Registrant (as of February 29, 2012)

Name of Subsidiary	State or Jurisdiction of Incorporation
Material Sciences Corporation, Engineered Materials and Solutions Group, Inc.	Illinois
MSC Pre Finish Metals (EGV) Inc.	Delaware
MSC Walbridge Coatings Inc.	Delaware
MSC Laminates and Composites Inc.	Delaware
MSC Laminates and Composites (EGV) Inc.	Delaware
Material Sciences Service Corporation	Delaware
MSC Europe GmbH	Germany
MSC/TEKNO Laminates and Composites LTDA	Brazil
Material Sciences Japan Corporation	Japan
Material Sciences (Shanghai) Trading Co., Ltd.	China

1

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-57648, 333-15679, 333-33885, 333-47536, 333-47538 and 333-88387 on Form S-8 of our report dated May 4, 2012, relating to the consolidated financial statements and financial statement schedule of Material Sciences Corporation and subsidiaries appearing in this Annual Report on Form 10-K of Material Sciences Corporation for the year ended February 29, 2012.

/s/ DELOITTE & TOUCHE LLP

Chicago, IL

May 4, 2012

1

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER Rule 13a-14(a)/ 15(d)-14(a)

I, Clifford D. Nastas, Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Material Sciences Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d.) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 4, 2012

By:	/s/    CLIFFORD D. NASTAS
	Clifford D. Nastas
	Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER Rule 13a-14(a)/ 15(d)-14(a)

I, James D. Pawlak, Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary, certify that:

1. I have reviewed this annual report on Form 10-K of Material Sciences Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d.) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 4, 2012

By:	/s/    JAMES D. PAWLAK
	James D. Pawlak
	Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary

1

EX-32

EXHIBIT 32

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER Section 1350

In connection with the Annual Report of Material Sciences Corporation (the “Company”) on Form 10-K for the fiscal year ended February 29, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clifford D. Nastas, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: May 4, 2012

By:	/s/    CLIFFORD D. NASTAS
	Clifford D. Nastas
	Chief Executive Officer

In connection with the Report, I, James D. Pawlak, Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: May 4, 2012

By:	/s/    JAMES D. PAWLAK
	James D. Pawlak
	Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary

1

XML

Plan to Sell Elk Grove Village Building

12 Months Ended

Feb. 29, 2012

Plan to Sell Elk Grove Village Building

Note 18: Plan to Sell Elk Grove Village Building

In April 2011, after receiving authority from the Board of Directors, management committed to a plan to sell the building located at 2200 East Pratt Boulevard in Elk Grove Village, Illinois. This building houses our corporate offices and housed our coil coating assets before they were sold in April 2010. Since the production portion of the building is idle, and we have sufficient office space in our Plant #2 building in Elk Grove Village, Illinois, to house our corporate offices, this building is no longer critical to our business. Given the current market for real estate, a sale of the building is unlikely in the near term. Also, the Company does not have any pressing cash needs that would force an early sale and management is committed to realizing an appropriate sales value for the property. Because of these factors, we have not reclassified the building as an asset held for sale; however, if circumstances change, we will reconsider the appropriate classification of the building.

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Summary of Significant Accounting Policies

12 Months Ended

Feb. 29, 2012

Summary of Significant Accounting Policies

Note 1: Summary of Significant Accounting Policies

Nature of Operations

The operations of Material Sciences Corporation and its wholly owned subsidiaries (“MSC,” “Company,” “we,” “our” or “us”) consist of providing material-based solutions for acoustical and coated applications. Principal markets include automotive, appliance, building products, lighting and electronics.

Summary of Significant Accounting Policies

The significant accounting policies of MSC, as summarized below, conform to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and the disclosures in the financial statements. Actual results could differ from those estimates. Significant estimates include deferred tax asset valuation allowances, reserves for inventory and receivable exposures, product claims, income taxes, health and workers compensation benefits, pension and postretirement benefits and contingencies. A reclassification has been made to the prior years’ consolidated financial statements to conform to the fiscal 2012 presentation—“Rental Income” was reclassified from “Other, Net” on the Condensed Consolidated Statements of Operations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts for MSC after all intercompany transactions have been eliminated. In South America, the Company owns 51% of the equity and holds 50% of the voting rights in a joint venture partnership with Tekno S.A. (“Tekno”), which manufactures and sells acoustical products. Under the terms of the Tekno agreement, significant actions require unanimous consent of all parties and, as a result, MSC does not have a controlling interest in Tekno. Accordingly, the Company accounts for Tekno under the equity method.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial assets and liabilities approximate fair value due to the short maturities of these instruments.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three or fewer months.

Accounts Receivable

Accounts receivable are recorded at their estimated fair value net of allowances for doubtful accounts, claims, discounts and other credits expected to be granted to customers. The Company provides reserves for uncollectible receivables due to customer bankruptcy, insolvency or disputes over terms and conditions. The methodology for calculating the allowance for doubtful accounts includes an assessment of specific receivables that are aged and an assessment of the aging of the total receivable pool. MSC also records reductions of revenue for credits issued to customers resulting from manufacturing claims for product defects based upon historical experience and upon specific claims issues as they arise. Any differences between these estimates and actual costs are recorded on a monthly basis and are reflected in the historical experience prospectively. Total accounts receivable reserves were $0.7 million and $0.4 million at February 29, 2012, and February 28, 2011, respectively.

Inventories

Inventories are stated at the lower of cost or market, using either the specific identification or average cost method of cost valuation. Due to the continuous nature of the Company’s operations, work-in-process inventories are not material. MSC holds some of its inventory at outside processors and locations. The Company had approximately $2.7 million and $4.5 million of inventory at outside processors at February 29, 2012, and February 28, 2011, respectively.

Commodity Contracts

We are exposed to certain risks related to ongoing business operations. We enter into derivative instruments with the objective of managing our financial and operational exposure arising from these risks. The primary risk managed by using derivative instruments is commodity price risk. From time-to-time in the ordinary course of business, the Company enters into purchase contracts for procuring nickel carbonate, zinc shot and natural gas, which are commodities used in its manufacturing processes. These agreements are intended to mitigate the market risk and volatility associated with the pricing of these commodities. MSC maintains a commodity forward purchase policy, which seeks to ensure that at any time the majority of the expected consumption over the next 12 months is secured under a purchase contract at a predetermined price. When we enter into these contracts, we apply the Normal Purchase/Normal Sale election for each of them, which excludes them from being accounted for as derivative instruments at fair value as long as they qualify for the election.

Long-Lived Assets

Property, plant and equipment are recorded at cost. Improvements and replacements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives as follows: buildings and building improvements, 5 to 20 years; operating equipment, 5 to 20 years; furniture and fixtures, 5 to 10 years; software, 5 years; motor vehicles, 3 years. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining life of the lease.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, based on projections of non-discounted cash flows. If the carrying value of the depreciable long-lived assets is higher than the undiscounted cash flows related to the asset group, an impairment loss may be necessary. The impairment would be measured by the difference between the fair value of the assets and their carrying value. Fair value is determined based on market quotes, if available, or based on valuation techniques such as discounted cash flows. The valuation techniques require us to make assumptions, including, but not limited to, estimated fair value of assets, which are based on additional assumptions, such as public market data; depreciation factors for orderly liquidation, including allowances such as dismantlement and removal; and the relationship between replacement cost and market value based on the age of the assets.

Revenue Recognition

The Company recognizes revenue when delivery has occurred and the risk of loss has passed to the customer. This is generally upon shipment of goods to customers, except when shipping terms dictate otherwise. The Company records shipping and handling billed to a customer in a sales transaction as revenue. Costs incurred for shipping and handling are recorded in cost of sales. Volume discounts due customers are recognized as earned and reported as reductions of revenue in the Consolidated Statements of Operations.

Research and Development

The Company expenses all research and product development costs in the period incurred. Research and product development expenses of $3.9 million, $2.3 million and $2.8 million in fiscal 2012, 2011 and 2010, respectively, are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

Foreign Currency

The Company’s international operations are translated into U.S. dollars using current exchange rates at the balance sheet date for assets and liabilities. A weighted average exchange rate is used to translate sales, expenses, gains and losses. The currency translation adjustments are reflected in accumulated other comprehensive loss in Shareowners’ Equity. Transactions denominated in currencies other than U.S. dollars are translated at the spot rate when the transaction is settled. Any gains or losses from the settlement are reflected in other income in the Consolidated Statement of Operations.

Income Taxes

Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit, or that future deductibility is uncertain. At the end of fiscal 2009, we determined that we needed to provide a valuation allowance for a substantial portion of our deferred tax assets, and recorded a $17.5 million charge to income. We recorded a tax benefit of $4.4 million in fiscal 2011 and a tax expense of $4.3 million in fiscal 2010 to adjust the valuation allowance for changes in deferred income tax assets. During fiscal 2012 we recorded a tax benefit of $4.0 million to reverse the valuation allowance for changes in deferred income tax assets during the year. At the end of fiscal 2012, we recorded a tax benefit of $14.8 million to reverse the remaining valuation allowance on all but certain state net operating losses. See Note 8 entitled “Income Taxes” for further discussion of this reserve.

Equity Plans

The Company has one active equity award plan: the Material Sciences Corporation 1992 Omnibus Awards Plan for Key Employees (“1992 Plan”). There are 3,262,500 shares authorized under the 1992 Plan to provide stock options, restricted stock and other equity awards under various programs. MSC also has one inactive equity award plan: the Material Sciences Corporation 2001 Compensation Plan for Non-Employee Directors (“2001 Directors Plan”), which expired on February 29, 2004. See Note 10 entitled “Equity and Compensation Plans” for additional discussion on both plans.

The Company recorded $0.3 million, $0.2 million and $0.1 million of compensation expense related to stock options for each year in fiscal 2012, 2011 and 2010. See Note 10 entitled “Equity and Compensation Plans” for a complete discussion of these items.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at February 29, 2012, and February 28, 2011, are as follows:

(in thousands)	February 29, 2012			February 28, 2011
Foreign Currency Translation	$	1,764		$	2,059
Pension Liability, Net of Tax of $2,208 and $1,483		(4,911	)		(3,735	)
Other Post Retirement Liabilities, Net of Tax of $935 and $865		677			790
Total	$	(2,470	)	$	(886	)

Recent Accounting Pronouncements

On June 16, 2011, the FASB issued ASU 2011-05, which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income (“OCI”). The ASU does not change the items that must be reported in OCI. For public entities, the ASU’s amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of adopting this guidance, which may result in changes in the presentation of its financial statements.

Consideration of Events Subsequent to the Date of the Consolidated Balance Sheet

The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Consolidated Balance Sheet, including the estimates inherent in the process of preparing the consolidated financial statements. MSC does not recognize subsequent events that provide evidence about conditions that did not exist at the date of the Consolidated Balance Sheet but arose after that date and before the consolidated financial statements are issued. For these purposes, and relating to the February 29, 2012, Consolidated Balance Sheet, the Company has evaluated events occurring after that date through the date of this report. Any significant events that occurred after February 29, 2012, and which had an effect on the February 29, 2012, consolidated financial statements are reflected in these statements or the related notes, and are identified as subsequent events.

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 28, 2010
Retirement Liability, Income Taxes	$ 795	$ 0	$ 0

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 28, 2010
Net Sales	$ 136,734	$ 137,624	$ 137,820
Cost of Sales	103,066	105,942	121,729
Gross Profit	33,668	31,682	16,091
Selling, General and Administrative Expenses	21,117	22,621	26,545
Gain on Sale of Assets		(6,643)
Asset Impairment Charges		3,720	358
Restructuring	583	1,324	1,639
Income (Loss) from Operations	11,968	10,660	(12,451)
Other Income, Net:
Interest and Dividend Income (Expense), Net	(48)	79	215
Equity in Results of Joint Venture	503	491	385
Rental Income	1,107	912	159
Other, Net	21	226	(13)
Total Other Income, Net	1,583	1,708	746
Income (Loss) Before Provision (Benefit) for Income Taxes	13,551	12,368	(11,705)
Provision (Benefit) for Income Taxes	(14,916)	324	(85)
Net Income (Loss)	$ 28,467	$ 12,044	$ (11,620)
Basic Net Income (Loss) Per Share	$ 2.51	$ 0.93	$ (0.89)
Diluted Net Income (Loss) Per Share	$ 2.49	$ 0.93	$ (0.89)
Weighted Average Number of Common Shares Outstanding Used for Basic Net Income (Loss) Per Share	11,350	12,906	13,049
Dilutive Shares	91	51
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares	11,441	12,957	13,049
Outstanding Common Stock Options Having No Dilutive Effect	318	261	380

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Consolidated Statements of Changes in Shareowners' Equity (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock
Beginning Balance at Feb. 28, 2009		$ 380	$ 79,696	$ 55,161	$ (56,146)
Beginning Balance (in shares) at Feb. 28, 2009		18,977,364			(5,371,777)
Net Income (Loss)	(11,620)			(11,620)
Issuance of Common Stock, Net of Cancellations (in shares)		2,432
Issuance of Common Stock, Net of Cancellations			5
Compensatory Effect of Stock Plans			83
Purchase of Treasury Stock (in shares)					(702,790)
Purchase of Treasury Stock					(628)
Ending Balance at Feb. 28, 2010		380	79,784	43,541	(56,774)
Ending Balance (in shares) at Feb. 28, 2010		18,979,796			(6,074,567)
Net Income (Loss)	12,044			12,044
Issuance of Common Stock, Net of Cancellations (in shares)		14,096
Issuance of Common Stock, Net of Cancellations			16
Compensatory Effect of Stock Plans			204
Purchase of Treasury Stock (in shares)					(15,765)
Purchase of Treasury Stock					(111)
Ending Balance at Feb. 28, 2011	78,198	380	80,004	55,585	(56,885)
Ending Balance (in shares) at Feb. 28, 2011		18,993,892			(6,090,332)
Net Income (Loss)	28,467			28,467
Issuance of Common Stock, Net of Cancellations (in shares)		37,091
Issuance of Common Stock, Net of Cancellations		1	137
Compensatory Effect of Stock Plans			299
Purchase of Treasury Stock (in shares)					(2,450,452)
Purchase of Treasury Stock					(17,538)
Ending Balance at Feb. 29, 2012	$ 87,980	$ 381	$ 80,440	$ 84,052	$ (74,423)
Ending Balance (in shares) at Feb. 29, 2012		19,030,983			(8,540,784)

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Restructuring

12 Months Ended

Feb. 29, 2012

Restructuring

Note 14: Restructuring

In fiscal 2009, management executed restructuring plans that eliminated positions in both production and selling, general and administrative expenses (“SG&A”). The Company recognized approximately $2.5 million in employee termination benefit and related expenses in the U.S. and Europe in fiscal 2009. Of this expense, approximately $1.8 million was paid in fiscal 2009, and the remaining $0.7 million was paid in fiscal 2010.

In the fourth quarter of fiscal 2010, management executed restructuring plans that eliminated additional production and SG&A positions. The Company recognized approximately $1.6 million in employee termination benefit and related expenses, $1.5 million in the U.S. and $0.1 million in Europe. Of this expense, approximately $0.2 million was paid as of February 28, 2010; the remainder was paid by the end of fiscal 2011.

In the first quarter of fiscal 2011, MSC executed a restructuring plan in conjunction with the sale of certain coil-coating assets located in Elk Grove Village, Illinois. See Note 17, “Elk Grove Village Asset Sale,” for additional discussion. The plan included eliminating positions in production and SG&A departments. The Company recognized approximately $1.1 million in employee termination benefit and related expenses, all of which was paid by the end of fiscal 2011. During the fourth quarter of fiscal 2011, MSC recognized severance expense of $0.2 million, which was paid by the end of fiscal 2012.

In the second quarter of fiscal 2012, MSC incurred employee termination benefit expenses of $0.3 million for certain SG&A positions. In the fourth quarter of fiscal 2012, MSC executed a restructuring plan that eliminated eight production and two SG&A positions in our German subsidiary. The Company recognized approximately $0.3 million in employee termination benefit and related expenses. Of these expenses related to fiscal 2012 terminations, $0.4 million was paid as of February 29, 2012; the remainder will be paid by the end of fiscal 2013.

The restructuring reserve as of February 29, 2012, is presented in the table below, which includes the fiscal 2010, 2011 and 2012 restructuring activities. The reserve is included in accrued payroll related expenses on the Consolidated Balance Sheets.

(in thousands)	Severance			Other			Total
Restructuring Reserve as of February 28, 2009	$	612		$	66		$	678
Restructuring Reserve Recorded During Fiscal 2010		1,639			0			1,639
Cash Payments		(827	)		(66	)		(893	)
Restructuring Reserve as of February 28, 2010	$	1,424		$	0		$	1,424
Restructuring Reserve Recorded During Fiscal 2011		1,324			0			1,324
Cash Payments		(2,546	)		0			(2,546	)
Restructuring Reserve as of February 28, 2011	$	202		$	0		$	202
Restructuring Reserve Recorded During Fiscal 2012		430			153			583
Cash Payment		(484	)		(66	)		(550	)
Restructuring Reserve as of February 29, 2012	$	148		$	87		$	235

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Sale of Assets

12 Months Ended

Feb. 29, 2012

Middletown, Ohio

Sale of Assets

Note 16: Middletown Asset Sale

The Company closed its coil coating facility in Middletown, Ohio, in July 2004. In fiscal 2010, the Company recorded an asset impairment charge of $0.4 million to reflect a decline in the market value of the land and building assets. The carrying value of these assets prior to the sale was $2.9 million. On June 24, 2010, MSC sold the facility to NCI Group for $4.9 million. The Company recorded a gain on the sale of approximately $1.9 million (net of fees) in the second quarter of fiscal 2011.

Elk Grove Village

Sale of Assets

Note 17: Elk Grove Village Asset Sale

On April 12, 2010, the Company sold a portion of its coil coating assets and associated business base to Roll Coater, Inc. (“Roll Coater”) for $10 million ($9.3 million after investment banking fees). Roll Coater purchased the coil coating machinery, related processing equipment, and corresponding customer base associated with MSC’s Plant #7 in Elk Grove Village, Illinois. Based on fiscal 2010 shipments, the associated business base included approximately $28.6 million in sales of general-line coil coated products. In addition, MSC and Roll Coater entered into a multi-year lease agreement to store the purchased equipment. The transaction did not include the sale of any real estate by MSC. The Company recorded a gain on the sale of approximately $4.7 million (net of $0.3 million of legal fees) in the first quarter of fiscal 2011. MSC also recorded $1.1 million of employee severance expense and $0.2 million of inventory write-off expenses in connection with the sale.

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 28, 2010
Net Income (Loss)	$ 28,467	$ 12,044	$ (11,620)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(294)	359	897
Retirement Liability, Net of Benefit for Income Taxes of $795, $0, and $0, Respectively	(1,290)	3,006	(277)
Total Other Comprehensive Income (Loss)	(1,584)	3,365	620
Comprehensive Income (Loss)	$ 26,883	$ 15,409	$ (11,000)

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Consolidated Statements of Balance Sheets (USD $) In Thousands, unless otherwise specified	Feb. 29, 2012	Feb. 28, 2011
Current Assets:
Cash and Cash Equivalents	$ 28,201	$ 35,629
Receivables, Less Reserves of $696 and $420, Respectively	20,136	22,581
Income Taxes Receivable	141	616
Prepaid Expenses	674	428
Inventories:
Raw Materials	9,019	9,637
Finished Goods	11,739	11,269
Short Term Deferred Tax Assets	4,313
Total Current Assets	74,223	80,160
Property, Plant and Equipment:
Land and Building	26,149	25,980
Machinery and Equipment	100,563	92,272
Construction in Progress	1,240	685
Gross Property, Plant and Equipment	127,952	118,937
Accumulated Depreciation	(93,217)	(88,461)
Net Property, Plant and Equipment	34,735	30,476
Other Assets:
Investment in Joint Venture	2,955	3,152
Long Term Deferred Tax Assets	13,024
Other	159	142
Total Other Assets	16,138	3,294
Total Assets	125,096	113,930
Current Liabilities:
Accounts Payable	13,364	15,126
Accrued Payroll Related Expenses	3,113	2,718
Accrued Expenses	5,289	6,093
Total Current Liabilities	21,766	23,937
Long-Term Liabilities:
Pension and Postretirement Liabilities	8,500	7,015
Other	6,850	4,780
Total Long-Term Liabilities	15,350	11,795
Commitments and Contingencies
Shareowners' Equity
Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 1,000,000 Designated Series B Junior Participating Preferred; None Issued
Common Stock, $.02 Par Value; 40,000,000 Shares Authorized; 19,030,983 Shares Issued and 10,470,199 Shares Outstanding as of February 29, 2012, and 18,993,892 Shares Issued and 12,893,560 Shares Outstanding as of February 28, 2011	381	380
Additional Paid-In Capital	80,440	80,004
Treasury Stock at Cost, 8,540,784 Shares as of February 29, 2012, and 6,090,332 Shares as of February 28, 2011	(74,423)	(56,885)
Retained Earnings	84,052	55,585
Accumulated Other Comprehensive Loss	(2,470)	(886)
Total Shareowners' Equity	87,980	78,198
Total Liabilities and Equity	$ 125,096	$ 113,930

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Significant Customers and Export Sales

12 Months Ended

Feb. 29, 2012

Significant Customers and Export Sales

Note 9: Significant Customers and Export Sales

Due to the concentration in the automotive industry, sales to individual automotive customers—including indirect sales—are significant. The following table shows direct sales to our significant customers that represented 10% or more of consolidated net sales for any of fiscal 2012, 2011 or 2010.

	% of Consolidated Net Sales
Customer	Fiscal 2012			Fiscal 2011			Fiscal 2010
U.S. Steel		22	%		15	%		7	%
Chrysler LLC		17	%		17	%		11	%
Ford Motor Company		12	%		18	%		21	%
General Motors Corporation		1	%		3	%		10	%

The following table shows gross accounts receivable from these significant customers as a percentage of total consolidated gross accounts receivable as of February 29, 2012 and February 28, 2011.

	% of Consolidated Gross Accounts Receivable
Customer	February 29, 2012			February 28, 2011
Chrysler LLC		18	%		14	%
Ford Motor Company		15	%		18	%
U.S. Steel		12	%		24	%
General Motors Corporation		1	%		1	%

For certain automotive customers, we may purchase unprocessed steel and then sell the finished, coated or laminated steel back to the same customer. Thus, for those companies, we may carry significant accounts payable balances.

MSC’s domestic and foreign net sales are presented in the chart below. Sales to customers in any one foreign country did not comprise greater than 10% of consolidated net sales for any period presented.

Net Sales (in thousands)	Fiscal 2012		Fiscal 2011		Fiscal 2010
Domestic	$	121,684	$	125,179	$	126,988
Foreign		15,050		12,445		10,832
Total	$	136,734	$	137,624	$	137,820

Domestic net sales included sales originated by our domestic subsidiaries and shipped to customers located in Asia of $0.4 million, $3.5 million and $2.0 million for the three years ended February 28 or 29, 2012, 2011 and 2010, respectively.

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Document and Entity Information (USD $)	12 Months Ended
	Feb. 29, 2012	Apr. 30, 2012	Aug. 31, 2011
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	MASC
Entity Registrant Name	MATERIAL SCIENCES CORP
Entity Central Index Key	0000755003
Current Fiscal Year End Date	--02-29
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,458,599
Entity Public Float			$ 67,079,882

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Equity and Compensation Plans

12 Months Ended

Feb. 29, 2012

Equity and Compensation Plans

Note 10: Equity and Compensation Plans

The Company has one active equity award plan, the 1992 Plan, and one inactive equity award plan, the 2001 Directors Plan.

There are 3,262,500 shares authorized under the 1992 Plan to provide stock options and restricted stock under various programs. Non-qualified stock options generally vest over three years from the date of grant and expire between five and 10 years from the date of grant. Under the 1992 Plan, restricted stock and cash awards generally vest over three to five years from the date of grant. Some of these awards require a cash contribution from the employee. Shares of restricted stock are awarded in the name of the employee, who has all the rights of a shareowner, subject to certain restrictions or forfeitures. Restricted stock and cash awards have been issued with restrictions based upon time, Company earnings performance, or a combination of both.

There were 150,000 shares authorized under the 2001 Directors Plan. This plan consisted of grants that provide for all or a portion of each non-employee director’s annual retainer. The 2001 Directors Plan expired on February 29, 2004 and no additional grants will be made under the plan. As of February 29, 2012, options for 18,087 shares were outstanding and exercisable under the 2001 Directors Plan.

The Company recorded $0.3 million, $0.2 million and $0.1 million of compensation expense, net of applicable taxes, related to stock options for each year in fiscal 2012, 2011 and 2010 Consolidated Statement of Operations.

Stock Option Activity

The Company granted 200,000 stock options during fiscal 2012. The weighted average Black-Scholes value of each option granted was $4.13. The Company granted 200,000 stock options during fiscal 2011. The weighted average Black-Scholes value of each option granted was $0.93. MSC did not grant stock options during fiscal 2010. 22,304 options were exercised during fiscal 2012. As of February 29, 2012, there was $0.7 million of total gross compensation expense related to unvested stock option grants which is expected to be recognized ratably over a period ending in the first quarter of fiscal 2015.

The following tables summarize stock option activity for fiscal year 2012:

	Options Outstanding
Stock Option Activity	Directors			Key Employees			Weighted Average Exercise Price		Aggregate Intrinsic Value (in $000’s)
Outstanding as of February 28, 2011		25,958			422,443		$	6.50	$	1,064
Granted		—			200,000			7.50
Exercised		—			(22,304	)		4.64
Canceled/Forfeited		(7,871	)		(112,001	)	$	11.32
Outstanding as of February 29, 2012		18,087			488,138		$	5.84	$	1,472
Exercisable as of February 29, 2012		18,087			113,138		$	8.42
Vested or Expected to Vest as of February 29, 2012		18,087			488,138		$	5.84	$	1,472

The total intrinsic value of options exercised in fiscal 2012 was $0.1 million; in fiscal 2011 and 2010, it was zero.

The Company has elected to use the Black-Scholes option pricing model and straight-line amortization of compensation expense over the requisite service period of the grant. MSC will reconsider use of this pricing model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants in future periods have characteristics that cannot be reasonably estimated using this model. The following weighted average assumptions were used for the option grants in fiscal 2012 and 2011:

	2012			2011
Dividend Yield		0.0	%		0.0	%
Risk-Free Interest Rate		2.5	%		2.7	%
Expected Volatility		58.8	%		42.8	%
Expected Life (in Years)		6.5			6.3

MSC has not paid dividends in the past. As such, the Company uses a dividend yield percentage of zero. It uses a risk-free interest rate consistent with the yield available on a U.S. Treasury Note with a term equal to the expected term of the underlying grant. The expected volatility was estimated based upon the historical volatility of the Company’s share price. The expected life was an average of the initial vesting period and the original contractual term, as the Company does not have sufficient historical exercise data to otherwise estimate the expected life. The following table shows stock options outstanding and stock options exercisable at February 29, 2012:

	Options Outstanding as of February 29, 2012								Exercisable Options as of February 29, 2012
Range of Exercise Prices	Shares		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (000s)		Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (000s)
$  2.00  -  $  5.00		175,000		5.0	$	2.00				—	$	0.00
$  5.01  -  $  8.00		313,138		6.0	$	7.68				113,138	$	8.00
$  8.01  -  $11.00		8,461		0.3	$	9.46				8,461	$	9.46
$11.01  -  $14.05		9,626		1.1	$	12.47				9,626	$	12.47
$  2.00  -  $14.05		506,225		5.5	$	5.84	$	1,472		131,225	$	8.42	$	75

Restricted Stock Activity

The following table summarizes restricted stock transactions for fiscal 2011 and 2012:

Unvested as of February 28, 2010	—
Granted	30,000
Vested	—
Canceled	—
Unvested as of February 28, 2011	30,000
Granted	—
Vested	—
Canceled	—
Unvested as of February 29, 2012	30,000

MSC made two grants of 10,000 shares of restricted stock during the first quarter of fiscal 2011 and one grant of 10,000 shares during the fourth quarter of fiscal 2011. The market price on the grant dates was $ 1.95, $3.22 and $6.77, respectively. The stock is subject to restrictions, including a restriction on selling or transferring the stock for a period of three years. The Company did not grant any shares of restricted stock during fiscal 2012.

Employee Stock Purchase Plan

MSC has an Employee Stock Purchase Plan that permits eligible employees to buy shares of common stock on the last day of two six-month purchase periods (February 28 or 29 and August 31 of each year) at 85% of the fair market value of the stock on these measurement dates. Shares of common stock sold to employees under this plan were 4,787 in fiscal 2012, 4,096 in fiscal 2011, and 2,432 in fiscal 2010. The amount the Company recorded as compensation expense related to this plan was not significant in any period presented.

Treasury Stock

Our Board of Directors authorized the repurchase of shares of the Company’s common stock as follows:

• On January 7, 2008, 1,000,000 shares

• On January 28, 2011, 1,000,000 shares

• On May 27, 2011, 1,000,000 shares

• On September 14, 2011, 1,000,000 shares

The shares may be repurchased from time-to-time on the open market, subject to market conditions and other factors, and generally will be funded with internally generated cash. The Company repurchased 98,316 shares under the January 2008 authorization (completing that authorization), 1,000,000 shares under the January 2011 authorization (completing that authorization), 1,000,000 shares under the May 2011 authorization (completing that authorization) and 352,136 shares under the September 2011 authorization during the twelve months ended February 29, 2012. At February 29, 2012, there were 647,864 shares available for purchase under the September 2011 authorization.

The following table provides information about Company purchases of common stock during the last three fiscal years (in thousands).

Period	Total Number of Shares Purchased		Total Cost		Total Number of Shares Purchased as Part of a Written Trading Plan(1)		Maximum Number of Shares that May Yet Be Purchased
March 1, 2009 – February 28, 2010		703	$	628		703		114
March 1, 2010 – February 28, 2011		16		111		16		1,098
March 1, 2011 – February 29, 2012		2,450		17,538		2,450		648
Total		3,169	$	18,277		3,169

(1) On December 4, 2008, MSC entered into a written trading plan to purchase up to 868,971 shares under Rule 10b5-1 as part of the existing share repurchase program. The December 10b5-1 trading plan expired on December 31, 2009, when all of the shares in the January 2008 authorization had been purchased. On February 25, 2011, the Company entered into a written trading plan under Rule 10b5-1 as part of the existing share repurchase program. The plan expired on May 26, 2011, when all of the shares in the January 2011 authorization had been purchased. On May 27, 2011, the Company entered into a written trading plan to purchase up to 1,000,000 shares under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase program. The plan commenced on June 1, 2011, and expired on September 22, 2011, when 1,000,000 shares had been repurchased. On October 10, 2011, MSC entered into a new written trading plan to purchase up to 1,000,000 shares under Rule 10b5-1. As of February 29, 2012, 352,136 shares had been purchased under this trading plan.

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Consolidated Statements of Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Feb. 29, 2012	Feb. 28, 2011
Receivables, Reserves	$ 696	$ 420
Preferred Stock, Par Value	$ 1.00	$ 1.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Issued
Common Stock, Par Value	$ 0.02	$ 0.02
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Shares Issued	19,030,983	18,993,892
Common Stock, Shares Outstanding	10,470,199	12,893,560
Treasury Stock, Shares	8,540,784	6,090,332
Series B Junior Participating Preferred
Preferred Stock, Designated	1,000,000	1,000,000

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Indebtedness

12 Months Ended

Feb. 29, 2012

Indebtedness

Note 4: Indebtedness

The Company has a credit line (“Line”) with JPMorgan Chase Bank, N.A. Interest on the Line is at the bank’s prime rate (3.25% as of February 29, 2012) or Libor plus 1.50%, at our discretion. There are annual letter of credit fees of 1.50% on outstanding letters of credit and a 0.25% fee on the annual unused credit line. The Line is secured by a borrowing base equal to a specified percentage of accounts receivable and liens on other assets of the Company (including inventory, equipment, real property and intellectual property), reduced by outstanding letters of credit, and may require consent from the lender before any significant sales of the equipment or real property securing the Line. In April 2010, the Line was amended to reduce the credit line to $7.5 million and increase the minimum availability covenant to $2.5 million. In May 2011, the Line was amended to extend the expiration date from May 12, 2011, to May 13, 2013. The Line does not contain any material financial covenants.

Due to the borrowing base limitations and outstanding letters of credit of $1.1 million, the net amount available for borrowing at February 29, 2012, was $3.9 million. The lender may, at its discretion subject to the terms of the Line, modify the advance rates used in computing the borrowing base, which may limit the amounts available for future borrowings. There were no borrowings outstanding under the Line as of February 29, 2012, nor were any amounts borrowed during the 12 months ended February 29, 2012, or February 28, 2011.

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Commitments and Contingencies

12 Months Ended

Feb. 29, 2012

Commitments and Contingencies

Note 3: Commitments and Contingencies

MSC is a party to various legal proceedings in connection with the remediation of certain environmental matters as detailed below. We record these environmental reserves based upon historical experience and the extent of relevant information available from various third parties. A number of assumptions are made including, without limitation, the estimated extent of the environmental damage to any particular site, the available methods of remedy, the contribution expected from various other potentially responsible parties (“PRP”) and the discretionary authority of federal and state regulatory authorities in bringing enforcement actions.

In 1984, MSC was named as a PRP under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) for the surface, soil and ground water contamination at a Superfund site in Gary, Indiana. The U.S. District Court for the Northern District of Indiana entered a Consent Decree between the government and certain PRPs (including MSC) on the scope of the remediation work at the site. We receive periodic updates on the projected costs of the remediation work from the environmental consultant employed by certain PRPs (including MSC) to manage the remediation project. Remediation work is ongoing and we maintain a letter of credit for approximately $1.0 million to secure our estimated share of these expenses. The estimate of our liability for this site was $0.8 million at February 29, 2012.

In 2003, MSC, along with many other companies, was named as a PRP by the United States Environmental Protection Agency (“USEPA”) under CERCLA at the Lake Calumet Cluster Site in Chicago, Illinois, for allegedly sending certain waste from its Elk Grove Village facility to the site. The Illinois EPA (“ILEPA”) assumed the role of lead agency for the site and is conducting soil grading work, capping and a cost analysis at the site with funds made available by the state. No lawsuits have been filed against any of the PRPs, but it is likely that the USEPA will seek reimbursement of its costs. In March 2010, the USEPA indicated it will make Lake Calumet a Superfund site, which will provide additional federal funds for the cleanup. To date, we have not received any notice that this designation has occurred. The Company cannot determine what effect, if any, this change in designation will have on its liability. The estimate of the Company’s liability for this site was $0.3 million at February 29, 2012.

In 1998, the California Environmental Protection Agency (“CEPA”) named MSC and many other entities as PRPs under CERCLA at the Chatham Brothers Barrelyard Site in Escondido, California (“Chatham Site”) for surface, soil and ground water contamination associated with former waste handling activities at the site. CEPA alleged that a predecessor to MSC arranged for the transportation and treatment of waste handled at the site. California’s Department of Toxic Substances Control (“DTSC”) is acting as lead agency for the investigation and cleanup of the Chatham Site and has approved a Remedial Action Plan for long-term remediation at the site. The estimate of the Company’s liability for this site was $0.1 million at February 29, 2012.

MSC’s environmental reserves were approximately $1.2 million and $1.3 million as of February 29, 2012 and February 28, 2011, respectively. The Company does not believe that the outcome of its environmental legal proceedings will have a material adverse effect on its results of operations, financial position or cash flows, given the reserves recorded as of February 29, 2012, and, where applicable, taking into account contributions from other PRPs. There are, however, a number of uncertainties including, without limitation, the cost of site cleanup, the discretionary authority of federal and state regulatory authorities in bringing enforcement actions and other factors that affect the Company’s range of exposures.

Other Matters

MSC is also a party to various legal actions and customer disputes arising in the ordinary course of its business. These legal actions and customer disputes cover a broad variety of claims spanning MSC’s entire business. The Company believes that the resolution of these legal actions and customer disputes will not, individually or in the aggregate, have a material adverse effect on its results of operations, financial position or cash flows.

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Asset Impairment

12 Months Ended

Feb. 29, 2012

Asset Impairment

Note 15: Asset Impairment

During fiscal 2010, we performed an analysis comparing the carrying amount of our long-lived assets to projections of undiscounted cash flows. The analysis indicated our long-lived assets used in domestic and foreign production were not impaired, but certain R&D and corporate assets might be impaired. We engaged third-party valuation consultants to assist us in determining the fair value of these assets as of February 28, 2010. Based on the fair values we determined, the asset values were not impaired as of that date and no adjustment was required.

During the first quarter of fiscal 2011, in conjunction with the sale of a portion of our coil coating assets, we conducted an impairment analysis of the real estate and building improvement assets at our Plant #7 in Elk Grove Village, Illinois. These assets housed the coil coating assets that were sold. With the sale, the future cash flow generated by the building was substantially reduced. (See Note 17, “Elk Grove Village Asset Sale,” for further discussion.) We compared the projected undiscounted future cash flows of the real estate and building improvement assets to their carrying value and determined their value might be impaired. We requested a valuation from a commercial real estate firm. Based on that valuation, we determined the assets were impaired and recorded a $3.7 million write-down of the assets in the first quarter of fiscal 2011.

There were no impairments during fiscal 2012.

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Business Segments

12 Months Ended

Feb. 29, 2012

Business Segments

Note 11: Business Segments

MSC operates in one segment based on how the Chief Operating Decision Maker views its business for evaluating performance and making operating decisions. The Company provides material-based solutions for acoustical and coated applications. The acoustical material-based solutions include multilayer composites consisting of metals, polymers, rubber and other coated materials used to manage noise and vibration. The coated metal material-based solutions include painted, electrogalvanized (“EG”), rubber and film protective, decorative and functional coatings applied to coiled metal of various widths and thicknesses. MSC’s material-based solutions are designed to meet specific customer requirements for the automotive, appliance, building products, lighting and electronics markets. The Company uses a significant level of shared assets and personnel across each of its product categories. It is common for a single customer to purchase products from several different product categories.

Each of our domestic facilities houses one or more principal production lines. These lines are used to transform the coils of metal into materials for our customers in a continuous process. The process varies somewhat, depending on the application and what materials are to be bonded to the metal coil. However, the core production line equipment does not change markedly. The products are differentiated by the type of material bonded to the metal and method used to bond them. Various coatings and/or films are applied by running the uncoiled metal ribbon through a paint bath and baking it onto the metal in high temperature ovens. Our proprietary Quiet Steel is produced by bonding two metal coils together with highly engineered viscoelastic core materials. Zinc and zinc-nickel corrosion protections are applied by running the steel through electrolyte baths and galvanizing the material to the metal with electricity. This galvanization process is only performed at our Walbridge, Ohio facility.

We use a significant level of shared assets, and share resources for sales, general and administrative expense, and management across each of our product categories. It is common for a single customer to purchase products from several different product categories as well as from different plants. Capital projects—whether for cost savings or generating incremental revenue—are evaluated individually based on estimated economic returns (e.g., net present value, return on investment), not based on related product line or geographic location. We use a centralized functional management structure, and share administration and production resources, to deliver individual products that, together, provide solutions to our customers.

Net sales by product category, net of intercompany activity, were as follows:

	Fiscal 2012				Fiscal 2011				Fiscal 2010
Net Sales ($ in millions)	$		%		$		%		$		%
Acoustical	$	68.3		50	$	73.1		53	$	66.9		49
Coated		68.4		50		64.5		47		70.9		51
Total Net Sales	$	136.7		100	$	137.6		100	$	137.8		100

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Interest Income, Net

12 Months Ended

Feb. 29, 2012

Interest Income, Net

Note 7: Interest Income, Net

The table presented below analyzes the components of interest income, net.

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Interest Expense	$	(113	)	$	(36	)	$	(45	)
Interest Income		65			115			260
Interest Income, Net	$	(48	)	$	79		$	215

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Leases

12 Months Ended

Feb. 29, 2012

Leases

Note 5: Leases

MSC leases one manufacturing facility (Walbridge, Ohio) under a lease ending April 30, 2012, which automatically extends in three-year increments through April 30, 2027, unless either party explicitly cancels the lease prior to each extension date. The Company also leases its Application Research Center in Michigan under a lease ending in September 2018, with the option to extend in five-year increments through September 2043. The Company is in compliance with all the terms of these leases. Other equipment is leased under non-cancelable operating leases. The table below presents future minimum lease payments. We also rent portions of our Plant #7 facility in Elk Grove Village, IL, and will recognize $1.3 million in future income under existing contractual rental agreements through the first quarter of fiscal 2014. These agreements have renewal options, provided both parties agree.

(in thousands)
2013	$	1,426
2014		820
2015		588
2016		571
2017		557
2018 and Thereafter		786
Total Minimum Lease Payments	$	4,748

Total rental expense under operating leases was $1.5 million in fiscal 2012, $1.5 million in fiscal 2011 and $1.8 million in fiscal 2010. Rental income was $1.1 million, $0.9 million and $0.2 million in fiscal 2012, 2011 and 2010, respectively.

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Retirement and Savings Plans

12 Months Ended

Feb. 29, 2012

Retirement and Savings Plans

Note 6: Retirement and Savings Plans

As of February 29, 2012, the Company had one defined contribution retirement plan qualifying under the Internal Revenue Code Section 401(k): Material Sciences Corporation Savings & Investment Plan (the “SIP”). All employees of MSC are automatically enrolled in the SIP for a basic contribution, unless they elect not to participate. Employees may also elect to contribute more or less than the basic contribution level. Mercer Trust Company is the custodial trustee of all SIP assets and participant loans.

Under the SIP, participants may contribute up to 85% of their annual compensation, as defined in the SIP, subject to certain Internal Revenue Code limitations. The Company may, at its discretion, make matching contributions to the SIP at varying rates by location on the first 6% of base compensation of participating employees. MSC also makes an annual contribution into the SIP at varying rates by location for employees who are active participants in the SIP. The cost of the SIP was $0.5 million in fiscal 2012, fiscal 2011 and fiscal 2010.

MSC has non-contributory defined benefit pension plans that cover some of its employees. The Company contributes amounts required to meet ERISA funding requirements for these defined benefit plans. All the defined benefit plans are frozen, so no additional benefits accrue under them and there are no new participants. In addition to the benefits previously described, some former MSC officers participated in a non-contributory supplemental pension plan that is still outstanding.

The Company provides some of its retired employees with certain postretirement health care benefits, which MSC may periodically amend or modify. Certain employees may be eligible for these benefits if they reach normal retirement age while employed by the Company.

During the third quarter of fiscal 2011, the Company identified an error in computing benefit costs for certain of its postretirement benefit plans. Benefit costs in fiscal 2008, 2009, 2010 and the first two quarters of fiscal 2011 were overstated because a reduction in benefits implemented in fiscal 2008 was not reflected in the computation of benefit costs for those periods. The cumulative effect of the error at November 30, 2010, was a $0.4 million reduction in expense, of which $0.2 million related to prior fiscal years, and a reduction of the accrued liability at November 30, 2010, of $0.6 million. MSC recorded the cumulative effect in the third quarter of fiscal 2011.

Additionally, in November 2010 the Company notified beneficiaries of its postretirement benefit plans that the plans would be amended and the benefits available under the plans would be reduced effective January 1, 2011. The effect of the amendments was a reduction of the accrued liability at November 30, 2010, of $1.5 million. Actuarial adjustments, changes in employee participation, and normal benefit payments accounted for an additional reduction of the accrued liability at November 30, 2010, of $0.3 million. In total, the liability for postretirement benefits was reduced by $2.4 million at November 30, 2010.

The following tables present a reconciliation of the change in benefit obligation, a reconciliation of the change in plan assets, a statement of the funded status of the plans, the components of net periodic benefit cost and the assumptions used in determining the plans’ funded status and periodic cost. The assumptions do not consider salary increases as the majority of plans are either frozen or do not account for salary increases in determining future benefits.

	Pension Benefits						Postretirement Benefits
(in thousands except %)	2012			2011			2012			2011
Change in Benefit Obligation:
Obligation, March 1	$	14,475		$	14,032		$	1,842		$	4,963
Service Cost Benefits Earned During the Period								20			63
Interest Cost on Benefit Obligation		678			673			86			205
Plan Amendments		—			—			—			—
Actuarial (Gain) Loss		2,080			1,118			94			(1,154	)
Benefit Payments		(1,269	)		(1,348	)		(84	)		(277	)
Curtailments		—			—			—			—
Other Plan Changes		—			—			—			(1,958	)
Obligation, February 29 & February 28	$	15,964		$	14,475		$	1,958		$	1,842
Change in Plan Assets:
Plan Assets at Fair Value, March 1	$	8,305		$	7,096			—		$	—
Actual Return on Plan Assets		324			1,236			—			—
Company Contributions		1,157			1,321			84			277
Benefit Payments		(1,269	)		(1,348	)		(84	)		(277	)
Plan Assets at Fair Value, February 29 & February 28	$	8,517		$	8,305		$	—		$	—
Funded Status:
Funded Status	$	(7,447	)	$	(6,170	)	$	(1,958	)	$	(1,842	)

	Pension Benefits
	2012		2011
Plans with Accumulated Benefit Obligation in excess of Plan Assets
Accumulated Benefit Obligation	$	15,964	$	14,475

	Pension Benefits									Postretirement Benefits
	2012			2011			2010			2012			2011			2010
Components of Net Periodic Benefit Cost:
Service Cost Benefits Earned During the Period	$	—		$	—		$	—		$	20		$	63		$	99
Interest Cost on Benefit Obligation		677			674			813			86			205			273
Expected Return on Assets		(577	)		(534	)		(388	)		—			—			—
Amortization of Prior Service Cost		—			—			—			(276	)		(64	)		—
Amortization of Net (Gain) Loss		431			389			481			188			218			186
Settlements and Curtailment		—			—			—			—			—			—
Net Periodic Benefit Cost	$	531		$	529		$	906		$	18		$	422		$	558

	Pension Benefits						Postretirement Benefits
	2012			2011			2012			2011
Amounts Recognized in the Consolidated Balance Sheets
Prepaid Benefit Cost	$	—		$	—		$	—		$	—
Current Liability		(780	)		(825	)		(126	)		(178	)
Non-Current Liability		(6,667	)		(5,351	)		(1,833	)		(1,664	)
Net Amount Recognized	$	(7,447	)	$	(6,176	)	$	(1,959	)	$	(1,842	)

	Pension Benefits				Postretirement Benefits
	2012		2011		2012			2011
Amounts Recognized in Accumulated Other Comprehensive Loss
Prior Service Cost (Credit)	$	—	$	—	$	(1,617	)	$	(1,893	)
Net (Gain) or Loss		7,119		5,217		1,875			1,968
Net Amount Recognized	$	7,119	$	5,217	$	258		$	75

	Pension Benefits						Postretirement Benefits
	2012			2011			2012			2011
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
Net (Gain) or Loss	$	2,333		$	416		$	95		$	(1,154	)
Amortization of Prior Service Cost (Credit)		—			—			276			64
Prior Service Cost (Credit)		—			—			—			(1,958	)
Adjustment for 2007 Plan Amendment		—			—			—			233
Amortization of Net (Gain) or Loss		(431	)		(389	)		(188	)		(218	)
Net Amount Recognized	$	1,902		$	27		$	183		$	(3,033	)

	2012			2011			2010
Assumptions Used in Determining the Plans’ Funded Status:
Discount Rate(1)		4.00%-4.23	%		5.22%-5.50	%		5.64%-5.94	%
Rate of Increase in Compensation Levels		N/A			N/A			N/A

	2012			2011			2010
Assumptions Used in Determining Net Periodic Benefit Cost:
Discount Rate		5.22%-5.50	%		5.64%-5.94	%		6.81%-6.86	%
Expected Long-Term Rate of Return on Assets		7.00	%		7.50	%		7.50	%

MSC continues to review its postretirement benefits, incorporating actual and anticipated benefit changes. In determining the present value of the accumulated postretirement benefit obligation and net cost, MSC assumed health care cost annual increases would decline from 7% to 5% per year over the life of the obligation. However, for some benefits no trend rate is applicable.

A 1% increase in assumed health care cost trend rates will raise the total of the service and interest cost components of net periodic postretirement benefit cost by less than $0.1 million, and the health care component of the accumulated postretirement benefit obligation by $0.1 million as of February 29, 2012. A 1% decrease in assumed health care cost trend rates will lower the total of the service and interest cost components of net periodic postretirement benefit cost by less than $0.1 million, and the health care component of the accumulated postretirement benefit obligation by $0.1 million as of February 29, 2012.

Plan Assets. The Company’s pension plan weighted-average asset allocations at February 29, 2012, and February 28, 2011, by asset category, were as follows:

	2012			2011
Equity Securities		65	%		65	%
Debt Securities		35	%		35	%
Total		100	%		100	%

The investment objective of MSC’s pension plans is to meet the current and future defined benefit payments of participants and beneficiaries of its retirement plans. The plans will invest in funds with appropriate long-term goals and objectives. Individual funds included will seek to provide a long-term competitive rate of return, net of expenses, at appropriate risk levels—which over the long run is equal to or exceeds outlined benchmarks. To maximize diversification, the plans will invest in portfolios within four broad asset classes: bonds, large company stocks, small company domestic stocks and foreign stocks. To provide additional diversification and further reduce the volatility of the portfolio, the Plans will divide the large and small stock domestic portions between value and growth managers.

The approach used to determine the expected long-term rate of return on plan assets assumption is based on weighting historical market index returns for various asset classes in proportion to the assets held in the Material Sciences Corporation Master Trust (“Trust”). The Trust targets an asset allocation of approximately 63% in equity securities and 37% in fixed income securities.

The Company determines the fair value of plan assets using observable market data obtained from independent sources when available. The Company classifies its plan assets according to the fair value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets.

• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The table below summarizes the fair value measurements of the Trust’s assets at February 29, 2012, and February 28, 2011, by asset class (in thousands).

(in thousands)	Balance as of February 29, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and Cash Equivalents	$	52	$	52	$	—	$	—
Mutual Funds—Equity Securities	$	5,528	$	5,528		—		—
Mutual Funds—Bonds	$	2,937	$	2,937		—		—
Total	$	8,517	$	8,517	$	—	$	—

(in thousands)	Balance as of February 28, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and Cash Equivalents	$	96	$	96	$	—	$	—
Mutual Funds—Equity Securities	$	5,411	$	5,411		—		—
Mutual Funds—Bonds	$	2,798	$	2,798		—		—
Total	$	8,305	$	8,305	$	—	$	—

The Company expects to contribute approximately $1.5 million to its qualified and non-qualified defined benefit pension plans in fiscal 2013. Benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years after that, are shown in the table below (in thousands).

Expected Benefit Payments:
2013	$	1,319
2014		1,198
2015		1,147
2016		953
2017		822
2018 through 2022		4,109
Total	$	9,548

MSC expects to contribute approximately $0.1 million to its postretirement benefit plans other than pensions in fiscal 2013. Benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five following fiscal years, are shown in the table below (in thousands).

Expected Benefit Payments:
2013	$	126
2014		105
2015		99
2016		95
2017		97
2018 through 2022		555
Total	$	1,077

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Income Taxes

12 Months Ended

Feb. 29, 2012

Income Taxes

Note 8: Income Taxes

Income (loss) from continuing operations before income taxes was as follows:

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
United States	$	13,778		$	12,900		$	(10,762	)
Foreign		(227	)		(532	)		(943	)
	$	13,551		$	12,368		$	(11,705	)

The components of the provision (benefit) for income taxes and reconciliation between the statutory rate for federal income taxes and the effective tax rate are summarized and presented below.

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Tax Provision (Benefit)
Current:
Federal	$	(817	)	$	(32	)	$	(224	)
State		853			341			136
Foreign		(128	)		15			3
		(92	)		324			(85	)
Deferred:
Federal		(9,530	)		—			—
State		(1,565	)		—			—
Foreign		(3,729	)		—			—
		(14,824	)		—			—
Tax Provision (Benefit)	$	(14,916	)	$	324		$	(85	)

(in thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010
Tax Rate Reconciliation
Tax Provision (Benefit) at Federal Statutory Rate	$	4,743		$	4,329		$	(4,097	)
State and Local Taxes, Net of Federal Tax Benefit		525			521			(237	)
Effect of Changes in Tax Rates		(76	)		(88	)		—
Change in Unrecognized Tax Benefits		(1,029	)		(96	)		90
Valuation Allowance		(18,807	)		(4,398	)		4,263
Research and Development Credit		(22	)		(79	)		(57	)
Manufacturing Deduction		(440	)		—			—
Other, Net		190			135			(47	)
Tax Provision (Benefit) at Effective Income Tax Rate	$	(14,916	)	$	324		$	(85	)

Temporary differences that give rise to deferred tax assets and (liabilities) were as follows:

(in thousands)	Fiscal 2012			Fiscal 2011
Reserves Not Deductible Until Paid	$	1,270		$	1,927
Employee Benefit Liabilities		6,257			5,127
Net Operating Loss and Tax Credit Carryforwards		4,855			8,498
Property and Equipment		5,088			4,747
Other		434			456
Total Gross Deferred Tax Asset	$	17,904		$	20,755
Valuation Allowance		(567	)		(20,755	)
Total Net Deferred Tax Assets	$	17,337		$	0

The Company records deferred tax assets and liabilities using enacted tax rates on the differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. During fiscal 2012, MSC reduced its valuation allowance by $4.0 million for reductions in the deferred tax assets during the year. After considering all available positive and negative evidence, the Company has reversed $14.8 million of the remaining valuation allowance on its U.S. and German deferred tax assets as of February 29, 2012, as the Company has determined that it is more likely than not that these benefits will be realized. The Company will maintain a valuation allowance of $0.6 million on its deferred tax asset for certain state net operating losses as of February 29, 2012, because it is not more likely than not that these benefits will be realized.

As of February 29, 2012, deferred tax assets for federal, state and foreign net operating losses and tax credit carry forwards of $3.6 million were available with an unlimited expiration date, and the remaining $1.3 million (net of federal taxes) expires in varying amounts in fiscal years 2018 through 2032.

There are inherent uncertainties related to the interpretation of tax laws in the jurisdictions in which the Company transacts business. In evaluating its various tax filing positions, the Company records tax benefits only if management determines that they are more likely than not to be sustained. Adjustments are made to the Company’s liability for unrecognized tax benefits in the period in which an issue is settled with the respective tax authorities, the statute of limitations expires or when new information becomes available. Adjustments to the amounts accrued may increase or decrease tax expense in any period. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in millions):

	Fiscal 2012			Fiscal 2011			Fiscal 2010
Gross unrecognized tax benefits at beginning of year	$	2.2		$	2.5		$	3.1
Decreases in tax positions for prior years		(0.1	)		(0.2	)		(0.6	)
Lapse in statute of limitations		(1.0	)		(0.1	)		—
Gross unrecognized tax benefits at end of year	$	1.1		$	2.2		$	2.5

Amounts accrued for tax liabilities due to the potential change in judgments and estimates are $1.1 million at February 29, 2012. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $0.9 million at February 29, 2012, $1.4 million at February 28, 2011, and $1.5 million at February 28, 2010.

The Company anticipates that it is reasonably possible that the total amount of unrecognized tax benefits of $1.1 million will significantly change during the next 12 months. The estimated range is a decrease of zero to $0.5 million. The period open for tax examinations varies depending on the tax jurisdiction. The Company is open to examination by the Internal Revenue Service for fiscal years 2005 through 2011. MSC is currently under audit in the U.S. for fiscal years 2010 and 2011. The resolution of the U.S. tax audit is not expected to materially affect the results of operations, financial position or cash flows. The Company completed an audit in Germany for fiscal years 2004 through 2007.

The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense. The Company recorded negligible interest and penalties in the fiscal 2012, 2011 and 2010 Consolidated Statement of Operations, respectively. The total accrued interest expense related to tax uncertainties recognized in the Consolidated Balance Sheets was $0.3 million at February 29, 2012, and $0.3 million at February 28, 2011.

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Selected Quarterly Results of Operations (Unaudited)

12 Months Ended

Feb. 29, 2012

Selected Quarterly Results of Operations (Unaudited)

Note 13: Selected Quarterly Results of Operations (Unaudited)

The table presented below is a summary of quarterly data for the years ended February 29, 2012 and February 28, 2011.

(in thousands except per share amounts) 2012	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Fiscal Year
Net Sales	$	36,036	$	34,417	$	34,009	$	32,272	$	136,734
Gross Profit		9,522		7,651		9,307		7,188		33,668
Income From Operations(1)		3,972		2,580		3,693		1,723		11,968
Total Other Income, Net		447		436		461		239		1,583
Net Income	$	4,157	$	3,021	$	3,726	$	17,563	$	28,467
Basic Net Income Per Share(3)	$	0.33	$	0.26	$	0.35	$	1.65	$	2.51
Diluted Net Income Per Share(3)	$	0.33	$	0.26	$	0.34	$	1.67	$	2.49
2011
Net Sales	$	42,467	$	33,121	$	30,120	$	31,916	$	137,624
Gross Profit		9,483		6,589		6,785		8,825		31,682
Income From Operations(2)		4,059		3,533		1,198		1,870		10,660
Total Other Income, Net		250		390		438		630		1,708
Net Income	$	4,007	$	3,937	$	1,709	$	2,391	$	12,044
Basic Net Income Per Share(3)	$	0.31	$	0.31	$	0.13	$	0.18	$	0.93
Diluted Net Income Per Share(3)	$	0.31	$	0.30	$	0.13	$	0.18	$	0.93

(1) Income from operations in the second and fourth quarters of fiscal 2012 included charges of $0.3 million and $0.3 million related to employee termination benefit expenses as discussed in Note 14, “Restructuring.”

(2) Income from operations in the first quarter of fiscal 2011 included a charge of $1.1 million related to employee termination benefit expenses as discussed in Note 14, “Restructuring,” a charge of $3.7 million related to asset value impairment as discussed in Note 15, “Asset Impairment,” and a gain of $4.7 million related to the sale of the coil coating assets located in Elk Grove Village, Illinois, as discussed in Note 17, “Elk Grove Village Asset Sale.” Income from operations in the second quarter of fiscal 2011 included a gain of $1.9 million related to the sale of the Middletown assets held for sale as discussed in Note 16, “Middletown Asset Sale.” Income from operations in the fourth quarter of fiscal 2011 included a charge of $0.2 million related to severance expenses as discussed in Note 14, “Restructuring.”

(3) The sum of the four quarters is not necessarily the same as the total for the year.

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German Subsidy

12 Months Ended

Feb. 29, 2012

German Subsidy

Note 19: German Subsidy

In December 2006, our German subsidiary, MSC Europe GmbH, entered into a subsidy program with the State of Thüringen. The subsidy provided €335 thousand for investment in our Application Development Center in Eisenach, Germany, and required we increase our staff by five positions and maintain 45 total positions for a five year monitoring period, from February 2009 through February 2014. The monitoring period was subsequently extended to February 2017. Under the subsidy, if we did not maintain the specified staff levels during the monitoring period, we would be liable to pay back the subsidy, with interest. Because of the uncertainty of maintaining hiring levels, we have carried a liability on the German books in the amount of the subsidy.

As discussed in Note 14, “Restructuring,” in the fourth quarter of fiscal 2012, MSC executed a restructuring plan that eliminated eight production and two SG&A positions in our German subsidiary. As a consequence of this reduction, we determined we would not be in compliance with the staff level requirements of the subsidy. We have entered into negotiations with the State of Thüringen to settle the subsidy, and have recorded an estimated €65 thousand in interest for the period we have held the subsidy. We have also reclassified the subsidy as a short term liability, as we expect to settle the subsidy in fiscal 2013. The total liability for the subsidy and interest was $527 thousand at February 29, 2012.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 29, 2012	Feb. 28, 2011	Feb. 28, 2010
Cash Flows From: Operating Activities:
Net Income (Loss)	$ 28,467	$ 12,044	$ (11,620)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Amortization and Accretion	4,906	5,572	8,536
Gain on Sale of Assets		(6,643)
Non-Cash Loss on Impairment of Fixed Assets		3,720	358
Non-Cash Loss on Derivative Instruments			31
Cash Distribution Received from Joint Venture	586	763
Deferred Income Taxes	(14,824)
Compensatory Effect of Stock Plans	299	204	83
Other, Net	(1,916)	(738)	(450)
Changes in Assets and Liabilities:
Receivables	2,390	(1,881)	(7,565)
Income Taxes	121	(12)	1,963
Prepaid Expenses	(248)	56	177
Inventories	98	(1,008)	4,912
Accounts Payable	(1,725)	(2,172)	6,034
Accrued Expenses	(280)	(1,879)	(194)
Other, Net	1,455	1,276	543
Net Cash Provided by Continuing Operations	19,329	9,302	2,808
Investing Activities:
Capital Expenditures	(9,194)	(2,359)	(1,094)
Proceeds from Sale of Assets		14,089
Proceeds from Note Receivable		1,732	1,059
Net Cash Provided by (Used in) Investing Activities	(9,194)	13,462	(35)
Financing Activities:
Purchase of Treasury Stock	(17,649)		(627)
Issuance of Common Stock	138	16	4
Net Cash Provided by (Used in) Financing Activities	(17,511)	16	(623)
Effect of Exchange Rate Changes on Cash	(52)	(17)	52
Net Increase (Decrease) in Cash	(7,428)	22,763	2,202
Cash and Cash Equivalents at Beginning of Year	35,629	12,866	10,664
Cash and Cash Equivalents at End of Year	28,201	35,629	12,866
Non-Cash Transactions:
Capital Expenditures in Accounts Payable at Year End	854	873	512
Reduction of Note Receivable for Transfer of Warranty Liability			1,862
Treasury Stock Purchases in Accrued Liabilities at Year-End		111
Supplemental Cash Flow Disclosures:
Interest Paid	35	37	47
Net Income Taxes Paid (Refunded), Net	$ 356	$ 463	$ (1,995)

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Joint Venture

12 Months Ended

Feb. 29, 2012

Joint Venture

Note 2: Joint Venture

In November 2000, a subsidiary of MSC formed a joint venture with Tekno to manufacture and sell Quiet Steel^® and disc brake noise damper material for the South American market. Tekno’s sales were $4.6 million, $4.5 million and $4.2 million in fiscal 2012, 2011 and 2010, respectively. Tekno’s income was $1.0 million, $1.0 million and $0.8 million in fiscal 2012, 2011 and 2010, respectively. MSC owns 51% of the equity interest and holds 50% of the voting interest in the joint venture.

Under the equity method, MSC includes its portion of Tekno’s results of operations in the Consolidated Statements of Operations under equity in results of joint venture. The equity in results of joint venture was net income of $0.5 million, $0.5 million and $0.4 million in fiscal 2012, 2011 and 2010, respectively. The Company received cash dividends of $0.6 million, $0.8 million and zero in fiscal 2012, fiscal 2011 and fiscal 2010, respectively.

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SCHEDULE II

12 Months Ended

Feb. 29, 2012

SCHEDULE II

SCHEDULE II

Material Sciences Corporation and Subsidiaries Reserve for Receivable Allowances and Inventory Reserves

(In thousands)

			Additions
	Balance at Beginning of Year		Charged to Costs and Expense		Charged to Other Accounts		Reclassifications and Acquisitions		Deductions from Reserve			Balance at End of Year
Fiscal 2010 Receivable Allowances	$	2,965	$	3,549	$	—	$	—	$	(5,798	)	$	716
Inventory Reserves	$	2,863	$	5,368	$	—	$	—	$	(5,704	)	$	2,527
Fiscal 2011 Receivable Allowances	$	716	$	1,328	$	—	$	—	$	(1,624	)	$	420
Inventory Reserves	$	2,527	$	4,391	$	—	$	—	$	(5,262	)	$	1,656
Fiscal 2012 Receivable Allowances	$	420	$	1,717	$	—	$	—	$	(1,441	)	$	696
Inventory Reserves	$	1,656	$	4,710	$	—	$	—	$	(5,024	)	$	1,342

The activity in the receivable allowances account includes the Company’s bad debt, product claims and customer scrap allowance.

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Earnings Per Share

12 Months Ended

Feb. 29, 2012

Earnings Per Share

Note 12: Earnings Per Share

Below is the computation of basic and diluted earnings per share for the fiscal years ended February 28 or 29, 2012, 2011 and 2010.

(in thousands except per share amounts)	2012		2011		2010
Net Income (Loss)	$	28,467	$	12,044	$	(11,620	)
Weighted Average Number of Common Shares Outstanding
Used for Basic Net Loss Per Share		11,350		12,906		13,049
Dilutive Stock Options		91		51		—
Dilutive Restricted Stock		—		—		—
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares		11,441		12,957		13,049
Basic Net Income (Loss) Per Share:
Basic Net Income (Loss) Per Share	$	2.51	$	0.93	$	(0.89	)
Diluted Net Income (Loss) Per Share:
Diluted Net Income (Loss) Per Share	$	2.49	$	0.93	$	(0.89	)

Options to purchase 318,179 shares of common stock at a price range of $8.00-$14.05 per share were outstanding at the end of fiscal 2012 but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares.