UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

þ

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

For the fiscal year ended May 31, 20162018

or

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

¨

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 1-8399

WORTHINGTON INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Ohio

31-1189815

Ohio

31-1189815

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio

43085

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:

(614) 438-3210

Registrant’s telephone number, including area code:            (614) 438-3210       

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Name of Each Exchange on Which Registered

Common Shares, Without Par Value

New York Stock Exchange

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  þ    No  ¨ Act.     Yes ☑     No ☐

 

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

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  þ

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

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).   Yes þ☑      No ¨☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ       Accelerated filer  ¨       Non-accelerated filer  ¨

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨☐

                                                                                  (Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨☐    No þ☑

The aggregate market value of the Common Shares (the only common equity of the Registrant) held by non-affiliates computed by reference to the closing price on the New York Stock Exchange on November 30, 2015,2017, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $1,347,090,363.$1,781,949,312.  For this purpose, executive officers and directors of the Registrant are considered affiliates.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.  On July 22, 2016,24, 2018, the number of Common Shares issued and outstanding was 63,880,868.59,839,778.

DOCUMENT INCORPORATED BY REFERENCE:

Selected portions of the Registrant’s definitive Proxy Statement to be furnished to shareholders of the Registrant in connection with the Annual Meeting of Shareholders to be held on September 29, 2016,26, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent provided herein.

TABLE OF CONTENTS

 

SAFE HARBOR STATEMENT

ii

PART I

Item 1.

Business

1

Item 1A.

Risk Factors

10

9

Item 1B.

Unresolved Staff Comments

20

19

Item 2.

Properties

21

19

Item 3.

Legal Proceedings

22

21

Item 4.

Mine Safety Disclosures

22

21

Supplemental

Item.

Executive Officers of the Registrant

23

21

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2523

Item 6.

Selected Financial Data

28

26

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3027

Item 7A.

Quantitative and Qualitative Disclosures aboutAbout Market Risk

55

47

Item 8.

Financial Statements and Supplementary Data

58

50

Item 9.

Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure

114

95

Item 9A.

Controls and Procedures

114

95

Item 9B.

Other Information

117

99

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

118

100

Item 11.

Executive Compensation

119

101

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

119102

Item 13.

Certain Relationships and Related Transactions, and Director Independence

120

102

Item 14.

Principal Accountant Fees and Services

120

102

PART IV

Item 15.

Exhibits and Financial Statement Schedules

121

103

SignaturesItem 16.

Form 10-K Summary

122

115

Index to ExhibitsSignatures

E-1

116

 

i

SAFE HARBORHARBOR STATEMENT

Selected statements contained in this Annual Report on Form 10-K, including, without limitation, in “PART I – Item 1. – Business” and “PART II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”).  Forward-looking statements reflect our current expectations, estimates or projections concerning future results or events.  These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should”“should,” or other similar words or phrases.  These forward-looking statements include, without limitation, statements relating to:

outlook, strategy or business plans;

future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, balance sheet strengths, debt, financial condition or other financial measures;

pricing trends for raw materials and finished goods and the impact of pricing changes;

demand trends for us or our markets;

additions to product lines and opportunities to participate in new markets;

expected benefits from Transformation and innovation efforts and the ability to improve performance and competitive position at our operations;

anticipated working capital needs, capital expenditures and asset sales;

anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof;

projected profitability potential;

the ability to successfully integrate AMTROL and the expected benefits, costs and results from the acquisition of AMTROL;

the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, newly-created joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations;

the expected sale of the WAVE international business;

projected capacity and the alignment of operations with demand;

the ability to operate profitably and generate cash in down markets;

the ability to maintain margins and capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets;

expectations for Company and customer inventories, jobs and orders;

expectations for the economy and markets or improvements therein;

expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value;

the expected impact of the provisions of the Tax Cuts and Jobs Act (the “TCJA”) on the Company;

 

ii

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outlook, strategy or business plans;•

•

the ability to correct performance issues at operations;

��

future or expected growth, forward momentum, performance, sales, volumes, cash flows, earnings, balance sheet strengths, debt, financial condition or other financial measures;

•

pricing trends for raw materials and finished goods and the impact of pricing changes;

•

demand trends for us or our markets;

•

additions to product lines and opportunities to participate in new markets;

•

expected benefits from Transformation efforts;

•

anticipated capital expenditures and asset sales;

•

anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof;

•

projected profitability potential, capacity, and working capital needs;

•

the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, newly-created joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations;

•

the alignment of operations with demand;

•

the ability to operate profitably and generate cash in down markets;

•

the ability to maintain margins and capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets;

•

expectations for Company and customer inventories, jobs and orders;

•

expectations for the economy and markets or improvements therein;

•

expectations for increasing volatility or improving and sustaining earnings, earnings potential, margins or shareholder value;

•

effects of judicial rulings; and

•

other non-historical matters.

other non-historical matters.

Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected.  Any number of factors could affect actual results, including, without limitation, those that follow:

the effect of national, regional and global economic conditions generally and within major product markets, including a recurrent slowing economy;

the effect of conditions in national and worldwide financial markets;

the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, and other changes in trade regulations;

lower oil prices as a factor in demand for products;

product demand and pricing;

changes in product mix, product substitution and market acceptance of our products;

fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations;

effects of facility closures and the consolidation of operations;

the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, oil and gas, and other industries in which we participate;

failure to maintain appropriate levels of inventories;

financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom we do business;

the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from Transformation initiatives, on a timely basis;

the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

capacity levels and efficiencies, within facilities, within major product markets and within the industries as a whole;

the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, civil unrest, international conflicts, terrorist activities or other causes;

changes in customer demand, inventories, spending patterns, product choices, and supplier choices;

risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of our products in global markets;

 

•

the effect of national, regional and global economic conditions generally and within major product markets, including a recurrent slowing economy;

•

the effect of conditions in national and worldwide financial markets;

•

lower oil prices as a factor in demand for products;

•

product demand and pricing;

•

changes in product mix, product substitution and market acceptance of our products;

•

fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations;

•

effects of facility closures and the consolidation of operations;

•

the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, oil and gas, and other industries in which we participate;

•

failure to maintain appropriate levels of inventories;

 

ii

iii

•

financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom we do business;•

•

the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

•

the ability to realize other cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from Transformation initiatives, on a timely basis;

•

the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

•

capacity levels and efficiencies, within facilities, within major product markets and within the industries as a whole;

•

the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, acts of war or terrorist activities or other causes;

•

changes in customer demand, inventories, spending patterns, product choices, and supplier choices;

•

risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the acceptance of our products in markets;

•

the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment;

•

the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters;

deviation of actual results from estimates and/or assumptions used by us in the application of our significant accounting policies;

level of imports and import prices in our markets;

the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

the effect of healthcare laws in the United States and potential changes for such laws which may increase our healthcare and other costs and negatively impact our operations and financial results;

the actual impact on our business of the TCJA differing materially from our estimates;

cyber security risks;

the effects of privacy and information security laws and standards; and

other risks described from time to time in the filings of Worthington Industries, Inc. with the United States Securities and Exchange Commission, including those described in “PART I – Item 1A. – Risk Factors” of this Annual Report on Form 10-K.

the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters;

•

deviation of actual results from estimates and/or assumptions used by us in the application of our significant accounting policies;

•

level of imports and import prices in our markets;

•

the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

•

the effect of changes to healthcare laws in the United States, which may increase our healthcare and other costs and negatively impact our operations and financial results; and

•

other risks described from time to time in the filings of Worthington Industries, Inc. with the United States Securities and Exchange Commission, including those described in “PART I – Item 1A. – Risk Factors” of this Annual Report on Form10-K.

We note these factors for investors as contemplated by the Act.  It is impossible to predict or identify all potential risk factors.  Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties.  Any forward-looking statements in this Annual Report on Form 10-K are based on current information as of the date of this Annual Report on Form 10-K, and we assume no obligation to correct or update any such statements in the future, except as required by applicable law.

 

iiiiv

PARTPART I

Item 1. –— Business

General Overview

Worthington Industries, Inc. is a corporation formed under the laws of the State of Ohio (individually, the “Registrant” or “Worthington Industries” or, collectively with the subsidiaries of Worthington Industries, Inc., “we,” “our,” “Worthington” or the “Company”).  Founded in 1955, Worthington is primarily a diversified metals manufacturing company, focused on value-added steel processing and manufactured metal products.  Our manufactured metal products include: pressure cylinders for liquefied petroleum gas (“LPG”), compressed natural gas (“CNG”), oxygen, refrigerant and other industrial gas storage; water well tanks for commercial and residential uses; hand torches and filled hand torch cylinders; propane-filled camping cylinders; helium-filled balloon kits; steel and fiberglass tanks and processing equipment primarily for the oil and gas industry; cryogenic pressure vessels for liquefied natural gas (“LNG”) and other gas storage applications; engineered cabs and operator stations and cab components; and, through our joint ventures, suspensioncomplete ceiling grid systems for concealed and lay-in panel ceilings;solutions; laser welded blanks; light gauge steel framing for commercial and residential construction; and current and past model automotive service stampings.

Worthington is headquartered at 200 Old Wilson Bridge Road, Columbus, Ohio 43085, telephone (614) 438-3210.  The common shares of Worthington Industries are traded on the New York Stock Exchange under the symbol WOR.

Worthington Industries maintains an Internet web site at www.worthingtonindustries.com.  This uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate Worthington Industries’ web site into this Annual Report on Form 10-K.  Worthington Industries’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as Worthington Industries’ definitive annual meeting proxy materials filed pursuant to Section 14 of the Exchange Act, are available free of charge, on or through the Worthington Industries web site, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

Segments

As of May 31, 2016,2018, we, together with our unconsolidated affiliates, operated 8285 manufacturing facilities in 2425 states and 11 countries.  A total of 31Thirty-six of these facilities are operated by wholly-owned and consolidated subsidiaries of the Company.  The remaining facilities are operated by our consolidated and unconsolidated joint ventures.

Our operations are managed principally on a products and services basis and are comprised of three primary operating segments which correspond with our reportable business segments: Steel Processing,Processing; Pressure CylindersCylinders; and Engineered Cabs. The Steel Processing operating segment consists of the Worthington Steel business unit (“Worthington Steel”) which operates 23eight manufacturing facilities; Worthington Steelpac Systems, LLC (“SteelPac”),facilities (seven of which designs and manufactures recyclable steel packaging solutions for the movement of products;we own); and three consolidated joint ventures: Spartan Steel Coating, LLC (“Spartan”), which operates a cold-rolled, hot dippedhot-dipped galvanizing line in Monroe, Michigan; TWB Company, L.L.C. (“TWB”), which operates a10 laser welded blank businessfacilities and is headquartered in Monroe, Michigan; and Worthington Specialty Processing (“WSP”), which processes wide-sheet steel for the auto industry and operates three facilities in Michigan.  The Pressure Cylinders operating segment consists of the Worthington Cylinders business unit (“Worthington Cylinders”), which operates 21 manufacturing facilities;includes recently-acquired New AMTROL Holdings, Inc. and two consolidated joint ventures: Turkey-based Worthington Aritaş Basinçli Kaplar Sanayi (“Worthington Aritas,”its subsidiaries (collectively “AMTROL”), a manufacturer of cryogenic

pressure vessels for LNG and other gas storage applications; and Utah-based dHybrid Systems, LLC (“dHybrid”), a manufacturer of CNG fuel systems primarily for heavy duty, refuse and other trucks.operates 24 manufacturing facilities. The Engineered Cabs operating segment consists of the Worthington Industries Engineered Cabs business unit (“Engineered Cabs”), which operates twofour manufacturing facilities.

Our remaining operating segments include Construction Services and

Effective June 1, 2017, Worthington Energy InnovationsSteelpac Systems, LLC (“WEI”Packaging Solutions”), which are disclosed indesigns and manufactures recyclable steel packaging solutions for the Other category formovement of products and operates one manufacturing facility, was realigned under the Engineered Cabs operating segment, reporting purposes,moving from the Steel Processing operating segment. See the Recent Developments section below.

On June 2, 2017, we acquired AMTROL, which operates as they do not meetpart of the quantitative thresholds for separate disclosure. Certain income and expense items not allocated to ourPressure Cylinders operating segments are also included insegment.  See the Other category as is activity related to the wind down of Construction Services.Recent Developments section below.


We hold equity positions in 12 active9 joint ventures, which are further discussed in theJoint Ventures section below.  Of these, sixSpartan, TWB and WSP are consolidated with their operating results reported within our reportable business segments as follows: Spartan, TWB, and WSP in Steel Processing; dHybrid and Worthington Aritas in Pressure Cylinders; and WEI in Other.Processing operating segment.

During the fiscal year ended May 31, 20162018 (“fiscal 2016”2018”), the Steel Processing, Pressure Cylinders and Engineered Cabs operating segments served approximately 1,000, 4,300,800, 4,500, and 7565 customers, respectively, located primarily in the United States.  ForeignInternational operations accounted for approximately 8%9% of our consolidated net sales during fiscal 20162018 and were comprised primarily of sales to customers in Europe.  No single customer accounted for over 10% of our consolidated net sales in fiscal 2016.2018.

Refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note N – Segment Data” of this Annual Report on Form 10-K for a full description of our reportable business segments.

Recent Developments

Effective June 1, 2017, we made certain organizational changes impacting the internal reporting and management structure of Packaging Solutions.  As a result of these organizational changes, management responsibilities and internal reporting were realigned, moving Packaging Solutions from the Steel Processing reportable segment to the Engineered Cabs reportable segment, where we expect to achieve synergies in design engineering and manufacturing development.

On December 7, 2015, the Company completed the acquisitionJune 2, 2017, we acquired AMTROL, a leading manufacturer of pressure cylinders and water system tanks, which is part of our Pressure Cylinders reportable segment.  AMTROL has manufacturing facilities in Rhode Island, Kentucky and Maryland which also produce refrigerant gas cylinders and ASME code products for industrial and commercial applications.  Its Portuguese subsidiary, AMTROL-ALFA, is a leading European producer of LPG, refrigerant, industrial and specialty gas cylinders.  The aggregate merger consideration for AMTROL was approximately $291.9 million after closing adjustments.   A portion of the global CryoSciencemerger consideration was used to pay off certain indebtedness and other liabilities of AMTROL.

On November 20, 2017, we announced that our joint venture Worthington Armstrong Venture (“WAVE”) has agreed to sell its business of Taylor Wharton, including a manufacturing facilityand operations in Theodore, Alabama, for $30.6 million. The asset purchase was made pursuantEurope and Asia, to the Chapter 11 bankruptcy proceedingsKnauf Group, a family-owned manufacturer of Taylor Wharton.building materials headquartered in Germany.  The acquired net assets becameWAVE businesses and operations in the Americas are not part of this transaction.  The transaction is subject to regulatory approvals and other customary closing conditions and is anticipated to close before the Pressure Cylinders operating segment upon closing.end of calendar 2018.

On January 15, 2016,March 31, 2018, we sold a 65% stake in Worthington Energy Innovations, LLC (“WEI”) to its founder, Tom Kiser, who already owned 20% of the Companybusiness. We now hold a 10% equity interest and will have a passive role in the business.

On May 23, 2018, we acquired the remaining 25% ownership interest in Turkey-based Worthington Arıtaş Basınçlı Kaplar Sanayi (“Worthington Aritas”), a manufacturer of cryogenic pressure vessels for LNG and other gas storage applications.  Management committed to a plan to sell this business in a non-cash transaction.  The net assets of NetBraze, LLC, a manufacturer of brazing alloys, silver brazing filler metals, solders and fluxes,Worthington Aritas are now classified as assets held for $3.4 million. The acquired net assets became part of the Pressure Cylinders operating segment upon closing.sale in our consolidated balance sheets.

As of March 1, 2016, the Company reached an agreement with United States Steel Corporation (“U. S. Steel”), its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. As a result, we began consolidating the results of WSP within the financial results of Steel Processing beginning March 1, 2016. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel.

Steel Processing

Our Steel Processing operatingreportable segment consists of the Worthington Steel business unit, which includes SteelPac and our consolidated joint ventures, Spartan, TWB and, forbeginning with the last quarter of fiscal 2016, WSP.  It also included Packaging Solutions through May 31, 2017.  For fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, the percentage of our consolidated net sales generated by the Steel Processing operating segment was approximately 63%, 69% and 65%, 63%, and 62%, respectively.

Worthington Steel is one of the largest independent intermediate processors of flat-rolled steel in the United States.  It occupies a niche in the steel industry by focusing on products requiring exact specifications.  These products cannot typically be supplied as efficiently by steel mills to the end-users of these products.


TheAs of May 31, 2018, the Steel Processing operatingreportable segment, including Spartan, TWB, and WSP, operates 23operated 22 manufacturing facilities located in Ohio (5), Michigan (5), Mexico (4)(5), AlabamaTennessee (2), Indiana (2)(1), Tennessee (2)Alabama (1), Kentucky (1), New York (1), and Canada (1).

Our Steel Processing operatingreportable segment serves approximately 1,000800 customers, principally in the automotive, aerospace, agricultural, appliance, construction, container, hardware, HVAC, lawn and garden, leisure and recreation, office furniture and office equipment markets.  The automotive industry is one of the largest consumers of flat-rolled steel, and thus the largest end market for our Steel Processing operating segment.  For fiscal 2016,2018, Steel Processing’s top three customers represented approximately 33%32% of the operating segment’s total net sales.

Our Steel Processing operatingreportable segment buys coils of steel from integrated steel mills and mini-mills and processes them to the precise type, thickness, length, width, shape and surface quality required by customer specifications.  Computer-aided processing capabilities include, among others:

 

cold reducing, which achieves close tolerances of thickness;

configured blanking, which mechanically stamps steel into specific shapes;

coil fed laser blanking, which uses lasers to cut coils of steel, aluminum and other metals into specific shapes;

cutting-to-length, which cuts coils into sheets of exact length;

dry-lube, the process of coating steel with a dry, soap-based lubricant;

hot-dipped galvanizing, which coats steel with zinc and zinc alloys through a hot-dip process;

hydrogen annealing, a thermal process that changes the hardness and certain metallurgical characteristics of steel;

laser welding, which joins steel or aluminum blanks and coils with different thicknesses, coatings or material strength;

pickling, a chemical process using an acidic solution to remove surface oxide which develops on hot-rolled steel;

slitting, which cuts steel coils or steel sheets to specific widths;

oscillate slitting, a slitting process that spools together several narrow coils welded end-to-end into one larger coil;

temper rolling, which is the process of light cold-rolling steel;

tension leveling, a method of applying pressure to achieve precise flatness tolerances; and

non-metallic coating, including  acrylic and paint coating.

Our Steel Processing operatingreportable segment also toll processes steel for steel mills, large end-users, service centers and other processors.  Toll processing is different from typical steel processing in that the mill, end-user or other party retains title to the steel and has the responsibility for selling the end product.  Toll processing enhances Worthington Steel’s participation in the market for wide sheet steel and large standard orders, which is a market generally served by steel mills rather than by intermediate steel processors.


The steel processing industry is fragmented and highly competitive.  There are many competitors, including other independent intermediate processors.  Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements.  Technical service and support for material testing and customer-specific applications enhance the quality of products (see “Business – the Technical Services”)Services section below).  However, the extent to which technical service capability has improved Worthington Steel’s competitive

position has not been quantified.  Worthington Steel’s ability to meet tight delivery schedules is, in part, based on the proximity of our facilities to customers, suppliers and one another.  The extent to which plant location has impacted Worthington Steel’s competitive position has not been quantified.  Processed steel products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the United States and abroad.

On July 31, 2013, we purchased an additional 10% interestEffective in TWB, increasing our ownership to a 55% controlling interest. As a result, TWB’s results have been consolidated within Steel Processing since the acquisition date. TWB operates four facilities in the United States – one facility in each of Kentucky and Michigan and two facilities in Tennessee – one facility in Canada and four facilities in Mexico.

During the first quarter of fiscal 2014, we made certain organizational changes impacting the internal reporting and management structure of SteelPac. As a result of these organizational changes, management responsibilities and internal reporting were realigned under Steel Processing. SteelPac designs and manufactures reusable custom steel platforms, racks and pallets for supporting, protecting and handling products throughout the shipping process for customers in industries such as automotive, lawn and garden and recreational vehicles. SteelPac operates one facility in Indiana.

As of March 1, 2016, the Company reached an agreement with U.S. Steel, its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over2018, the operations of WSP. As a result, we began consolidatingPackaging Solutions were realigned, moving from the results of WSP within the financial results of our Steel Processing operatingreportable segment as of March 1, 2016. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel.to the Engineered Cabs reportable segment.

Pressure Cylinders

The Pressure Cylinders operatingreportable segment consists of the Worthington Cylinders business unit and two consolidated joint ventures:Worthington Aritas.  Worthington Aritas is a Turkish manufacturer of cryogenic pressure vessels for LNG and other gas storage applications; and dHybrid, which manufactures CNG fuel systems primarily for heavy duty, refuse and other trucks out of a facility in Salt Lake City, Utah.applications.  The percentage of our consolidated net sales generated by Pressure Cylinders was approximately 34%, 28% and 30% in each of fiscal 2016,2018, fiscal 20152017 and fiscal 2014.2016, respectively.  We acquired AMTROL on June 2, 2017, which has been included in the Pressure Cylinders reportable segment since that date, and accounted for approximately 7% of the Company’s consolidated net sales in fiscal 2018.

Our Pressure Cylinders operatingreportable segment manufactures and sells filled and unfilled pressure cylinders, tanks, hand torches, well water and expansion tanks, and oil and gas equipment along with various accessories and related products for diversified end-use market applications.  The following is a description of these markets:

Industrial Products: This market sector includes high pressure and acetylene cylinders for industrial gases, refrigerant and certain propane gas cylinders, hand torch cylinderscryogenic equipment and joining products such as soldersystems and brazing rodsservices for handling liquid gases, and other specialty products. Cylinders in these marketsthis market sector are generally sold to gas producers, cylinder exchangers and industrial distributors. Industrial cylinders hold fuel for uses such as cutting, brazing and soldering, semiconductor production, and beverage delivery. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential and automotive air conditioning and refrigeration systems.  LPG cylinders hold fuel for barbeque grills, recreational vehicle equipment, residential and light commercial heating systems, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Cryogenic equipment and systems include LNG systems for marine and mining applications, liquid nitrogen storage freezers and shipping containers for organic specimens in healthcare markets, and tanks, trailers, and regasification plants for liquefied nitrogen, oxygen, argon, hydrogen, and natural gas. Specialty products include a variety of fire suppression and chemical tanks.

Consumer Products: This market sector includes propane-filled cylinders for torches, camping stoves and other applications, hand held torches and accessories such as solder and brazing rods, Balloon Time® helium-filled balloon kits, well water tanks and expansion tanks. These products are sold primarily to mass merchandisers and distributors.

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Consumer Products: This market sector includes propane-filled cylinders for torches, camping stoves and other applications, hand held torches and accessories, and Balloon Time® helium-filled balloon kits. These products are sold primarily to mass merchandisers and distributors.

Alternative Fuels: This market sector includes composite and steel cylinders used to hold CNG and hydrogen for automobiles, buses, and light-duty trucks, and to hold propane/autogas for automobiles and light- and medium-duty trucks, as well as CNG fuel systems for heavy duty, refuse and other trucks.

Oil & Gas Equipment:  This market sector includes steel and fiberglass storage tanks, separation equipment, controls and other products primarily used in the energy markets, including oil and gas and nuclear. This market sector also includes hoists and other marine products which are used principally in shipyard lift systems. It also leverages its manufacturing competencies to produce pressure vessels, atmospheric tanks, controls and various custom machined components for other industrial and agricultural end markets.

Cryogenics: This market sector includes cryogenic equipment, systems and services for handling liquid gases. Key product segments include LNG systems for marine and mining applications, liquid nitrogen storage freezers and shipping containers for organic specimens in healthcare markets, and tanks, trailers, and regasification plants for liquefied nitrogen, oxygen, argon, hydrogen, and natural gas.


While a large percentage of Pressure Cylinders sales are made to major accounts, this operating segment servesserved approximately 4,300 customers.4,500 customers during fiscal 2018.  No single customer represented greater than 10% of net sales for the Pressure Cylinders operating segment during fiscal 2016.2018.  

The Pressure Cylinders operatingreportable segment, including the Worthington Aritas and dHybrid consolidated joint ventures, operates 2124 manufacturing facilities located in Alabama, California, Kansas (2), Massachusetts,Kentucky, Maryland, North Carolina, North Dakota, Ohio (6), Oklahoma, Rhode Island, Utah, Wisconsin, Austria, Poland (2), Portugal (2) and Turkey.

For sales in the United States and Canada, high-pressure and low-pressure cylinders are primarily manufactured in accordance with United States Department of Transportation and Transport Canada specifications.  Outside the United States and Canada, cylinders are manufactured according to European norm specifications, as well as various other international standards.  Other products are produced to applicable industry standards including, as applicable, those standards issued by the American Petroleum Institute, ASME and UL.

Worthington Cylinders has one principal domestic competitor in the low-pressure non-refillable refrigerantLPG cylinder market, and one principal domestic competitor in the low-pressure LPG cylinder market. Therethere are also severala number of foreign competitors in these markets.the LPG cylinder market and in the non-refillable refrigerant market.  We believe that Worthington Cylinders has the largest market share in its domestic low-pressure cylinder markets.  In the other cylinder markets, there are several competitors.  Worthington Cylinders is a leading supplier to the European markets for LNG vessels and for both the high-pressure cylinders and the low-pressure non-refillable cylinders.  Worthington Cylinders generally has a strong competitive position for its industrial, energy, retail and specialty products, but competition varies on a product-by-product basis, and geographically for energy products.  As with our other operating segments, competition is based upon price, service and quality.

The Pressure Cylinders operatingreportable segment uses the trade namenames “Worthington Cylinders”, “AMTROL” and “Alfa” to conduct business andbusiness.

The Company uses the registered trademark “Balloon Time®Time®” to market helium-filled balloon kits; the registered trademark “Bernzomatic®“BERNZOMATIC®” to market certain fuel cylinders and hand held torches; the trademark “WORTHINGTON PRO-GRADE” to market certain LPG cylinders, hand torches and camping fuel cylinders; and the registered trademarks “MAP-PRO®“MAP-PRO®” and “Pro-Max®“Pro-Max®” to market certain hand torch cylinders.cylinders; “Therm-X-Trol®” and “Extrol®” to market thermal expansion tanks; “Well X Trol®”, “Champion®”, and “Wel-Flo and Design®” to market well tanks; and “Hydromax®” and “Boilermate®” to market indirect fired water heaters.

Engineered Cabs

The Engineered Cabs operatingreportable segment consists of the Worthington Industries Engineered Cabs business unit.unit and, effective June 1, 2017, our Packaging Solutions business.  For fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, the percentage of our consolidated net sales generated by the Engineered Cabs operating segment was approximately 4%3%, 6%3%, and 7%4%, respectively.

Engineered Cabs is headquartered in Columbus, Ohio and operates two primaryfour manufacturing facilities, one each in each ofIndiana, Ohio, South Dakota and Tennessee, which are located near key assembly locations of original equipment manufacturers. The Company closed its facility in Florence, South Carolina on September 30, 2015. The majority of the Florence, South Carolina business was moved to the facility in Greeneville, Tennessee.

Engineered Cabs is a non-captive designer and manufacturer of high-quality, custom-engineered open and enclosed cabs and operator stations and custom fabrications and packaging for heavy mobile equipment used primarily in the agricultural, construction, forestry, military and mining industries.  Engineered Cabs’ product design, engineering support and broad manufacturing capabilities enable it to produce custom cabs and structures used in products ranging from small utility equipment to the large earthmovers.  Packaging Solutions designs and manufactures reusable custom steel platforms, racks and pallets for supporting, protecting and handling products throughout the shipping process.

In addition to its engineered cab products, this operating segment has the capability to provide a full suite of complementary products such as machined structural components, complex and painted weldments, and engine doors, boom components and complete frames.doors.  Engineered Cabs has the manufacturing capability for steel laser cutting, steel bending and forming, roll-form tube curving and bending, machining, welding – robotic and manual, automated steel product cleaning and E-coating, top coat painting and assembly.


Engineered Cabs produces products for over 150approximately 100 different equipment platforms for approximately 7565 customers. For fiscal 2016,2018, Engineered Cabs’ top three customers represented approximately 73%55% of the operating segment’s total net sales.  Its production levels can range from small and medium production volumes through high volume productions.

Engineered Cabs competes with a limited number of non-captive producers of engineered cabs in the United States, although there are numerous other suppliers who can perform various functions supplied by the Company.  Some customers can also produce operator cabs in-house.  The Company’s competitive strengths include design and engineering capabilities as well as broad manufacturing capabilities, often providing a fully-integrated complete cab at a more effective cost than customers can produce in-house.  Competitive drivers are related to price,innovation, quality, delivery and service.

Key supplies for this operating segment include steel sheet and plate, stampings, steel tubing, hardware, controls, wiper systems, glazing materials (glass, polycarbonate), perishables (paint, urethane, caulk), electrical materials, HVAC systems and aesthetic materials (acoustical trim, plastics, foam), which are available from a variety of sources.

OtherAs noted above, effective June 1, 2017, the operations of Packaging Solutions were realigned, moving from the Steel Processing reportable segment to the Engineered Cabs reportable segment.  Packaging Solutions operates one facility in Indiana.

The Other category includes the Construction Services and WEI operating segments, which do not meet the quantitative thresholds for separate disclosure, as well as other corporate-related entities.

Construction Services.    The Company is in the process of winding down this business, which involved the supply and construction of single family housing, with a focus on military housing.

Worthington Energy Innovations.    This operating segment is comprised of our 75%-owned and consolidated joint venture, WEI, which is described in more detail in theJoint Ventures section below.

Segment Financial Data

Financial information for the reportable business segments is provided in “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note N – Segment Data”.

Financial Information About Geographic Areas

For fiscal 2016,2018, our foreigninternational operations represented 8%9% of our consolidated net sales, 10%6% of our net earnings attributable to controlling interest and 14% of our consolidated net assets.  During fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, we had consolidated operations in Austria, Canada, India (through December 2015), Mexico, (beginning July 2013), Poland, Portugal, Turkey (beginning January 2014) and the United States.  During these same three fiscal years, our unconsolidated joint ventures had operations in China, France, Mexico, Spain

(through December 2013), the United Kingdom and the United States.  As noted in the Recent Developments section above, our joint venture WAVE has agreed to sell its business and operations in Europe and Asia.  The transaction is subject to regulatory approvals and other customary closing conditions and is anticipated to close before the end of calendar 2018.  Summary information about our foreign operations, including net sales and fixed assets by geographic region, is provided in “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note A – Summary of Significant Accounting Policies – Risks and Uncertainties” and “Note N – Segment Data” of this Annual Report on Form 10-K.

Suppliers

The primary raw material purchased by Worthington is steel.  We purchase steel in large quantities at regular intervals from major primary producers of steel, both domestic and foreign.  The amount purchased from any particular supplier varies from year to year depending on a number of factors including market conditions, then current relationships and prices and terms offered.  In nearly all market conditions, steel is available from a number of suppliers and generally any supplier relationship or contract can and has been replaced with little or no significant interruption to our business.  During fiscal 2016,2018, we purchased approximately 1.82.7 million tons of steel (84%(73% hot-rolled, 12% cold-rolled and 4%15% galvanized) on a consolidated basis.

In the Steel Processing operating segment, steel is primarily purchased and processed based on specific customer orders.  The Pressure Cylinders and Engineering Cabs operating segments purchase steel to meet production schedules.  For certain raw materials, there are more limited suppliers –-- for example, helium and zinc, which are generally purchased at market prices.  Since there are a limited number of suppliers in the helium and zinc markets, if delivery from a major supplier is disrupted due to a force majeure type occurrence, it may be difficult to obtain an alternative supply.  Raw materials are generally purchased in the open market on a negotiated spot-market basis at prevailing market prices.  Supply contracts are also entered into, some of which have fixed pricing and some of which are indexed (monthly or quarterly).  During fiscal 2016,2018, we purchased steel from the following major


suppliers, in alphabetical order: AK Steel Holding Corporation; ArcelorMittal; Essar Steel Algoma Inc.; NLMK USA; North Star BlueScope Steel, LLC; Nucor Corporation; Steel Dynamics, Inc.; and United States Steel Corporation (“U.S. Steel.Steel”).  Major suppliers of aluminum to the Pressure Cylinders operating segment in fiscal 20162018 were, in alphabetical order:  Alcoa;Arconic Inc.; DK Resources Limited; Geumsan Tech Co;; Meyer Aluminum; Sapa Group and Sapa Group.Shanghai Everskill.  Major suppliers of zinc to the Steel Processing operating segment in fiscal 2018 were, in alphabetical order: Considar Metal Marketing Inc. (a/k/a HudBay); Glencore Ltd; and Teck ComincoResources Limited.  Approximately 32.129.1 million pounds of zinc and 4.9 million pounds of aluminum were purchased in fiscal 2016.2018.  We believe our supplier relationships are good.

Technical Services

We employ a staff of engineers and other technical personnel, and we maintain fully equipped laboratories to support operations.  These facilities enable verification, analysis and documentation of the physical, chemical, metallurgical and mechanical properties of raw materials and products.  Technical Service personnel also work in conjunction with the sales force to specify components and materials required to fulfill customer needs.  Engineers at Engineered Cabs design cabs and cab manufacturing processes according to applicable industry standards. To provide these services, we maintain a continuing program of developmental engineering with respect to product characteristics and product performance under applicable operating conditions.  Laboratory facilities also perform metallurgical and chemical testing as dictated by the regulations of the United States Department of Transportation, Transport Canada, and other associated agencies, along with International Organization for Standardization (ISO), ASTM International, and other customer and industry specific requirements.  An IASI (International Accreditations Service, Incorporated) accredited product material testing laboratory supports some of these efforts.

Seasonality and Backlog

Sales are generally strongest in the fourth quarter of our fiscal year as our operating segments are generally operating at seasonal peaks.  Historically, sales have generally been weaker in the third quarter of

our fiscal year, primarily due to reduced activity in the building and construction industry as a result of inclement weather, as well as customer plant shutdowns, particularly in the automotive industry, due to holidays.  We do not believe backlog is a significant indicator of our business.

Employees

As of May 31, 2016,2018, we had approximately 10,00012,000 employees, including those employed by our unconsolidated joint ventures.  Approximately 8%9% of our consolidated labor force is represented by collective bargaining units.  Worthington believes it has good relationships with its employees, including those covered by collective bargaining units.

Joint Ventures

As part of our strategy to selectively develop new products, markets and technological capabilities and to expand our international presence, while mitigating the risks and costs associated with those activities, as of May 31, 2018, we participateparticipated in sixthree consolidated and six unconsolidated joint ventures.

Consolidated

The results of the following sixthree consolidated joint ventures have been consolidated with the financial results of the Company since the respective dates on which the Company acquired majority ownership.ownership or effective control.  The equity owned by the minority members is shown as noncontrolling interests on our consolidated balance sheets and their portions of net earnings are included as net earnings attributable to noncontrolling interests in our consolidated statements of earnings.

dHybrid is a 79.59%-owned  The financial results of all of our consolidated joint venture with M&M Residual, LLC that manufactures CNG fuel systems for heavy duty, refuse and other trucks out of a facility in Salt Lake City, Utah. dHybrid’s financial resultsventures are consolidated within Pressure Cylinders.the Steel Processing operating segment.

Spartan is a 52%-owned consolidated joint venture with AK Steel Corporation, located in Monroe, Michigan. It operates a cold-rolled, hot-dipped galvanizing line for toll processing steel coils into galvanized and galvannealed products intended primarily for the automotive industry. Spartan’s financial results are consolidated within Steel Processing.

TWB Company, L.L.C. is a 55%-owned consolidated joint venture with a subsidiary of WISCO International Tailored Blanks GmbHBaoshan Iron & Steel Co., Ltd. (“WISCO”Bao”). It is a leading North American supplier of laser welded blanks, tailor welded aluminum blanks, laser welded coils and other laser welded products for use primarily in the automotive industry for products such as inner-door panels, body sides, rails and pillars.  TWB operates facilities in Monroe, Michigan; Glasgow, Kentucky; and Antioch and Smyrna, Tennessee as well as inTennessee; Puebla, Ramos Arizpe (Saltillo), Escobedo (Monterrey), Hermosillo and Silao, Mexico; and Cambridge, Ontario, Canada. TWB’s financial results have been consolidated within Steel Processing since July 31, 2013, when we increased our ownership interest from 45% to 55%. For periods prior to the acquisition date, our portion of the equity in the net income of TWB was included within equity in the net income of unconsolidated affiliates.

WEI is a 75%-owned consolidated joint venture with Thomas E. Kiser (20%) and Stonehenge Structured Finance Partners, LLC (5%) (together referred to as “WEI Partners”), with offices in Fremont and Columbus, Ohio. WEI is an Energy Services Company that develops cost-effective energy solutions for entities in North America and Asia. Once these solutions are implemented, WEI monitors, verifies and guarantees these energy saving solutions. WEI’s financial results are reported within the Other category for segment reporting purposes.


Worthington Aritas is a 75%-owned consolidated joint venture based in Istanbul, Turkey. Worthington Aritas manufactures cryogenic tanks for LNG and other gas storage applications. Its financial results have been consolidated within Pressure Cylinders since January 24, 2014.

WSP, a 51%-owned joint venture with a subsidiary of U. S. Steel, operates three steel processing facilities located in Canton, Jackson and Taylor, Michigan, which are managed by Steel Processing. WSP serves primarily as a toll processor for U.S. Steel and others. Its services include slitting, blanking, cutting-to-length, laser blanking, laser welding, tension leveling and warehousing.

Unconsolidated

 

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WSP, a 51%-owned joint venture with a subsidiary of U.S. Steel, operates three steel processing facilities located in Canton, Jackson and Taylor, Michigan, which are managed by Steel Processing. WSP serves primarily as a toll processor for U.S. Steel and others. WSP’s services include slitting, blanking, cutting-to-length, laser blanking, laser welding, tension leveling and warehousing.

Unconsolidated

ArtiFlex Manufacturing, LLC (“ArtiFlex”), a 50%-owned joint venture with ITS-H Holdings, LLC, provides an integrated solution for engineering, tooling, stamping, assembly and other services to customers primarily in the automotive industry. ArtiFlex operates six manufacturing facilities: three in Michigan, two in Ohio and one in Kentucky.

ClarkDietrich,Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”), a 25%-owned joint venture with Clarkwestern Building Systems,CWBS-MISA, Inc., is the industry leader in the manufacture and supply of light gauge steel framing products in the United States.  ClarkDietrich manufactures a full line of drywall studs and accessories, structural studs and joists, metal lath and accessories, shaft wall studs and track, vinyl and vinylfinishing products used primarily in residential and commercial construction.  This joint venture operates 1314 manufacturing facilities, one each in Connecticut, Georgia, Hawaii, Illinois, Maryland and MarylandMissouri and two each in California, Ohio, Florida and Texas.

Samuel Steel Pickling Company (“Samuel”), a 31.25%-owned joint venture with Samuel Manu-Tech Pickling Inc., operates one steel pickling facility in Twinsburg, Ohio, and another in Cleveland, Ohio. Samuel also performs in-line slitting, side trimming, pickle dry, under winding and the application of dry lube coatings during the pickling process.

Serviacero Planos, S. de R.L. de C.V. (“Serviacero Worthington”), a 50%-owned joint venture with Inverzer, S.A. de C.V., operates three facilities in Mexico, one each in Leon, Queretaro and Monterrey. Serviacero Worthington provides steel processing services, such as pickling, blanking, slitting, multi-blanking and cutting-to-length, to customers in a variety of industries including automotive, appliance electronics and heavy equipment.

Worthington Armstrong Venture (“WAVE”),WAVE, a 50%-owned joint venture with Armstrong Ventures, Inc., a subsidiary of Armstrong World Industries, Inc., is one of the two largest global manufacturers of ceiling suspension systems for concealed and lay-in panel ceilings used in commercial and residential ceiling markets.  It competes with the one other global manufacturer and numerous regional manufacturers.  WAVE operates tennine facilities in five countries: Santa Fe Springs, California; Alpharetta, Georgia; Aberdeen, Maryland; Benton Harbor, Michigan; North Las Vegas, Nevada; Qingpu, Shanghai, China; Sittingbourne and Team Valley, United Kingdom; Prouvy, France; and Marval, Pune, India.  As noted in the Recent Developmentssection above, our joint venture WAVE entered into an agreement to sell its business and operations in Europe and Asia.  The transaction is subject to regulatory approvals and other customary closing conditions and is anticipated to close before the end of calendar 2018.  

Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd,Ltd., a 10%-owned unconsolidated joint venture with Nisshin Steel Co., Ltd. and Marubeni-Itochu Steel Inc., is basedoperates one steel processing facility in Pinghu City, Zhejiang, China. The joint venture is constructing a facility to produce cold-rolled strip steel, primarily for the automotive industry, which is scheduled to start production in the first quarter of fiscal 2017.

See “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note B – Investments in Unconsolidated Affiliates” of this Annual Report on Form 10-K for additional information about our unconsolidated joint ventures.

Environmental Regulation

Our manufacturing facilities, generally in common with those of similar industries making similar products, are subject to many federal, state, local and foreign laws and regulations relating to the protection of the environment.  We examine ways to reduce emissions and waste and to decrease costs related to

environmental compliance.  The cost of compliance or capital expenditures for environmental control facilities required to meet environmental requirements are not anticipated to be material when compared with overall costs and capital expenditures and, accordingly, are not anticipated to have a material effect on our financial position, results of operations or cash flows, or on the competitive position of Worthington or any particular business segment.


Item 1A.  – Risk— Risk Factors

Future results and the market price for Worthington Industries’ common shares are subject to numerous risks, many of which are driven by factors that cannot be controlled or predicted.  The following discussion, as well as other sections of this Annual Report on Form 10-K, including “PART II – II—Item 7. – Management’s— Management's Discussion and Analysis of Financial Condition and Results of Operations,” describe certain business risks.  Consideration should be given to the risk factors described below as well as those in the Safe Harbor Statement at the beginning of this Annual Report on Form 10-K, in conjunction with reviewing the forward-looking statements and other information contained in this Annual Report on Form 10-K.  TheseThe risks described below are not the only risks we face.  Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial in our operations.

Risks Related to Our Business

General Economic or Industry Downturns and Weakness

Our industries are cyclical and weakness or downturns in the general economy or certain industries could have an adverse effect on our business.The overall general economic conditions, both domestically and globally, have improved from the lows reached during the recession, but they are not strong. The automotive market has rebounded, and the construction market is improving. However, global economic conditions, particularly in Europe, remain fragile, and the recent referendum by United Kingdom voters to exit the European Union (“Brexit”) could heighten these concerns. The possibility remains thatIf the domestic or global economies, or certain industry sectors of those economies that are key to our sales, could deteriorate, whichit could result in a corresponding decrease in demand for our products and negatively impact our results of operations and financial condition.

The automotive and construction industries account for a significant portion of our net sales, and reduced demand from these industries could adversely affect our business.  An overall downturn in the general economy, a disruption in capital and credit markets, high unemployment, reduced consumer confidence or other factors could cause reductions in demand from our end markets in general and, in particular, the automotive and construction end markets.  If demand for the products we sell to the automotive, construction or other end markets which we supply were to be reduced, our sales, financial results and cash flows could be negatively affected.

We face intense competition which may cause decreased demand, decreased market share and/or reduced prices for our products and services.Our businesses operate in industries that are highly competitive and have been subject to increasing consolidation of customers. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors.   Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our businesses and financial results.

Financial difficulties and bankruptcy filings by our customers could have an adverse impact on our businesses.In past years, some customers have experienced and some continue to experience challenging financial conditions. The financial difficulties of certain customers and/or their failure to obtain credit or otherwise improve their overall financial condition could result in changes within the markets we serve, including plant closings, decreased production, reduced demand, changes in product mix, unfavorable

changes in the prices, terms or conditions we are able to obtain and other changes that may result in decreased purchases from us and otherwise negatively impact our businesses. These conditions also increase the risk that our customers may delay or default on their payment obligations to us.  ShouldIf the general economy or any of our markets decline, the risk of bankruptcy filings by and financial difficulties of our customers may increase.  While we have taken and will continue to take steps intended to mitigate the impact of financial difficulties and potential bankruptcy filings by our customers, these matters could have a negative impact on our businesses.

IfVolatility in the priceprices of natural gas and/or oil prices remain low or decline further,may adversely affect the demand for products in our oil and gas equipment business could be adversely affected.business.  Volatility or weakness in oil prices or natural gas prices, or the perception of future price weakness, affects the spending patterns of our customers within the oil and gas equipment business.business and the demand for our products.  This has resulted and may continue to result in the drilling of fewer wells and lower production spending on existing wells, lowering demand for our oil and gas equipment products and negatively impacting our results of operations and financial condition.  Likewise, recent downturns in the oil industry have limited, and may continue to limit, the number of vehicles changing from gasoline as a fuel to CNG, propane or alternative fuels which could negatively impact demand for our alternative fuel cylinders and systems.


Volatility in the United States and worldwide capital and credit markets could impact our end markets and result in negative impacts on demand, increased credit and collection risks and other adverse effects on our businesses.  The domestic and worldwide capital and credit markets have experienced significant volatility, disruptions and dislocations with respect to price and credit availability. These factors caused diminished availability of credit and other capital in our end markets, and for participants in, and the customers of, those markets.  Although domestic credit markets have largely stabilized from the height of the financial crisis, the effects of the financial crisis continue to present additional risks to us, our customers and suppliers. In particular, there is no guarantee that the credit markets or liquidity will not once again be restricted. Additionally, stricter lending standards may make it more difficult and costly for some firms to access the credit markets. Further, uncertainties in Europe regarding the financial sector and sovereign debt and the potential impact on banks in other regions of the world will continue to weigh on global and domestic growth. Although we believe we have adequate access to several sources of contractually committed borrowings and other available credit facilities, these risks could temporarily restrict our ability to borrow money on acceptable terms in the credit markets and potentially could affect our ability to draw on our credit facilities. In addition, restricted access to the credit markets could make it difficult, or in some cases, impossible for customers to borrow money to fund their operations. Lack of, or limited access to, capital would adversely affect our customers’ ability to purchase our products or, in some cases, to pay for our products on a timely basis.

Raw Material Pricing and Availability

Our operating results may be adversely affected by declining steel prices.  If steel prices or other raw material prices decrease, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials then on hand to complete orders for which the selling prices have decreased. Decreasing steel prices could also require us to write-down the value of our inventory to reflect current market pricing.

Our operating results may be affected by fluctuations in raw material prices and we may be unableour ability to pass on increases in raw material costs to our customers.  Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. These factors include general economic conditions, domestic and worldwide supply and demand, the influence of hedge funds and other investment funds participating in commodity markets, curtailed production from major suppliers due to factors such as the closing or idling of facilities, accidents or equipment breakdowns, repairs or catastrophic events, labor costs or problems, competition, new laws and regulations, import duties, tariffs, energy costs, availability and cost of steel inputs (e.g., ore, scrap, coke and energy), currency exchange rates and other factors described in the immediately precedingfollowing paragraph. This volatility, as well as any increases in raw

material costs, could significantly affect our steel costs and adversely impact our financial results. If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, in an environment of increasing prices for steel and other raw materials, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected.

The costs of manufacturing our products and our ability to supplymeet our customerscustomers’ demands could be negatively impacted if we experience interruptions in deliveries of needed raw materials or supplies.  If, for any reason, our supply of flat-rolled steel or other key raw materials, such as aluminum, zinc or helium, or other supplies is curtailed or we are otherwise unable to obtain the quantities we need at competitive prices, our business could suffer and our financial results could be adversely affected. Such interruptions could result from a number of factors, including a shortage of capacity in the supplier base of raw materials, energy or the inputs needed to make steel or other supplies, a failure of suppliers to fulfill their supply or delivery obligations, financial difficulties of suppliers resulting in the closing or idling of supplier facilities, other significant events affecting supplier facilities, significant weather events, those factors listed in the immediately followingpreceding paragraph or other factors beyond our control. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and this consolidation may continue.

An increase in the spread between the price of steel and steel scrap prices can have a negative impact on our margins.  No matter how efficient, our operations which use steel as a raw material, create some amount of scrap.  The expected price of scrap compared to the price of the steel raw material is generally factored into pricing.  Generally, as the price of steel increases, the price of scrap increases by a similar amount.  Recently, increases in scrap prices have not kept pace with the increases in the price of the steel raw material and when this occurs, it can have a negative impact on our margins.


Inventories

Our businesses could be harmed if we fail to maintain proper inventory levels. We are required to maintain sufficient inventories to accommodate the needs of our customers including, in many cases, short lead times and just-in-time delivery requirements. Although we typically have customer orders in hand prior to placement of our raw material orders for our Steel Processing operating segment, we anticipate and forecast customer demand for each of our operating segments. We purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon orders, customer volume expectations, historic buying practices and market conditions. Inventory levels in excess of customer demand may result in the use of higher-priced inventory to fill orders reflecting lower selling prices, if raw material prices have significantly decreased. For example, if steel prices decrease, we could be forced to use higher-priced steel then on hand to complete orders for which the selling price has decreased. These events could adversely affect our financial results. Conversely, if we underestimate demand for our products or if our suppliers fail to supply quality products in a timely manner, we may experience inventory shortages. Inventory shortages could result in unfilled orders, negatively impacting our customer relationships and resulting in lost revenues, which could harm our businesses and adversely affect our financial results.

Suppliers and Customers

The loss of significant volume from our key customers could adversely affect us. A significant loss of, or decrease in, business from any of our key customers could have an adverse effect on our sales and financial results if we cannot obtain replacement business. Also, due to consolidation in the industries we serve, including the construction, automotive and retail industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. In addition, certain of our top customers may be able to exert pricing and other influences on us, requiring us to market, deliver and promote our products in a manner that may be more costly to us. Moreover, weWe generally do not have long-term contracts with our customers. As a result, although our customers periodically provide indicationsnotice of their future product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time.

Many of our key industries, such as automotive, oil and gas, construction and heavy mobile equipment, are cyclical in nature. Many of our key industries, such as automotive, oil and gas, construction and heavy mobile

equipment, are cyclical and can be impacted by both market demand and raw material supply, particularly with respect to steel. The demand for our products is directly related to, and quickly impacted by, customer demand in our industries, which can change as the result of changes in the general United States or worldwide economies and other factors beyond our control. Adverse changes in demand or pricing can have a negative effect on our businesses.

Significant reductions in sales to any of the Detroit Three automakers, or to our automotive-related customers in general, could have a negative impact on our business. More than half of the net sales of our Steel Processing operating segment and a significant amount of the net sales of certain joint ventures are to automotive-related customers. Although we do sell to the domestic operations of foreign automakers and their suppliers, a significant portion of our automotive sales are to Ford, General Motors, and FCA US (the “Detroit Three automakers”) and their suppliers. A reduction in sales for any of the Detroit Three automakers could negatively impact our business. Since 2011, automobile producers have begunbeen taking steps toward complying with new Corporate Average Fuel Economy mileage requirements for new cars and light trucks that they produce. As automobile producers work to produce vehicles in compliance with these standards, they may reduce the amount of steel or begin utilizing alternative materials in cars and trucks to improve fuel economy, thereby reducing demand for steel and resulting in further over-supply of steel in North America.  Certain automakers have announced that they will usebegun using greater amounts of aluminum and smaller proportions of steel in some new models.

A significant reduction in sales to any of our large heavy mobile equipment customers could have a negative impact on our business.  Substantially all of the sales of our Engineered Cabs operating segment are to customers who manufacture heavy mobile equipment. A reduction in sales to any of our major customers in this market could negatively impact our business. A reduction in demand could result from numerous causes including a reduction in overall market demand for heavy mobile equipment, in-sourcing of engineered cabs by our customers, or increased competition.


The closing or relocation of customer facilities could adversely affect us. Our ability to meet delivery requirements and the overall cost of our products as delivered to customer facilities are important competitive factors. If customers close or move their production facilities further away from our manufacturing facilities which can supply them, it could have an adverse effect on our ability to meet competitive conditions, which could result in the loss of sales. Likewise, if customers move their production facilities outside the United States, it could result in the loss of potential sales for us.

Sales conflicts with our customers and/or suppliers may adversely impact us. In some instances, we may compete with one or more of our customers and/or suppliers in pursuing the same business. In addition, in the Engineered Cabs business, our customers often have the option of producing certain cabs in-house instead of having them supplied by us or our competition and to the extent they elect to produce such cabs in-house, it could adversely affect our sales. Such conflicts may strain our relationships with thosethe parties involved, which could adversely affect our future business with them.

The closing or idling of steel manufacturing facilities could have a negative impact on us. As steel makers have reduced their production capacities by closing or idling production lines, in light of the challenging economic conditions, the number of facilities from which we can purchase steel, in particular certain specialty steels, has decreased. Accordingly, if delivery from a supplier is disrupted, particularly with respect to certain types of specialty steel, it may be more difficult to obtain an alternate supply than in the past. These closures and disruptions could also have an adverse effect on our suppliers’ on-time delivery performance, which could have an adverse effect on our ability to meet our own delivery commitments and may have other adverse effects on our businesses.

The loss of key supplier relationships could adversely affect us.Over the years, our various manufacturing operations have developed relationships with certain steel and other suppliers which have been beneficial to us by providing more assured delivery and a more favorable all-in cost, which includes price and shipping

costs. If any of those relationships were disrupted, it could have an adverse effect on delivery times and the overall cost and quality of our raw materials, which could have a negative impact on our businesses.  In addition, we do not have long-term contracts with any of our suppliers. If, in the future, we are unable to obtain sufficient amounts of steel and other products at competitive prices and on a timely basis from our traditional suppliers, we may be unable to obtain these products from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse impact on our results of operations.

Competition

Competition

Our businesses are highly competitive, and increased competition could negatively impact our financial results.Generally, the markets in which we conduct business are highly competitive. Our competitors include a variety of both domestic and foreign companies in all major markets. Competition for most of our products is primarily on the basis of price, product quality and our ability to meet delivery requirements. Depending on a variety of factors, including raw material, energy, labor and capital costs, government control of currency exchange rates and government subsidies of foreign steel producers or competitors, our businesses may be materially adversely affected by competitive forces.  Competition may also increase if suppliers to or customers of our industries begin to more directly compete with our businesses through new facilities, acquisitions or otherwise. As noted above, we can have conflicts with our customers or suppliers who, in some cases, supply the same products and services as we do. Increased competition could cause us to lose market share, increase expenditures, lower our margins or offer additional services at a higher cost to us, which could adversely impact our financial results.

Material Substitution

If steel prices increase compared to certain substitute materials, the demand for our products could be negatively impacted, which could have an adverse effect on our financial results.  In certain applications, steel competes with other materials, such as aluminum (particularly in the automobile industry), cement and wood (particularly in the construction industry), composites, glass and plastic. Prices of all of these materials fluctuate widely, and differences between the prices of these materials and the price of steel may adversely affect demand for our products and/or encourage material substitution, which could adversely affect the prices of and demand for steel products. The higher cost of steel relative to certain other materials may make material substitution more attractive for certain uses.


If increased government mileage standards for automobiles result in the substitution of other materials for steel, demand for our products could be negatively impacted, which could have an adverse effect on our financial results.  Due to government requirements that manufacturers increase the fuel efficiency of automobiles, the automobile industry is exploring alternative materials to steel to decrease weight. The substitution of lighter weight material for steel in automobiles could adversely affect prices of and demand for our steel products.

Freight and Energy

Increasing freight and energy costs could increase our operating costs, which could have an adverse effect on our financial results.  The availability and cost of freight and energy, such as electricity, natural gas and diesel fuel, isare important in the manufacture and transport of our products. Our operations consume substantial amounts of energy, and our operating costs generally increase when energy costs rise. Factors that may affect our energy costs include significant increases in fuel, oil or natural gas prices, unavailability of electrical power or other energy sources due to droughts, hurricanes or other natural causes or due to shortages resulting from insufficient supplies to serve customers, or interruptions in energy supplies due to equipment failure or other causes. During periods of increasing energy and freight costs, we may be unable to fully recover our operating cost increases through price increases without reducing demand for our products. Our financial results could be adversely affected if we are unable to pass all of the increases on to our customers or if we are

unable to obtain the necessary freight and energy. Also, increasing energy costs could put a strain on the transportation of our materials and products if the increased costs force certain transporters to close.

We depend on third parties for freight services, and increases in costs or the lack of availability of freight services can adversely affect our operations.  We rely primarily on third parties for transportation of our products as well as delivery of our raw materials, primarily by truck.  If, due to a lack of freight services, raw materials are not delivered to us in a timely manner, we may be unable to manufacture and deliver our products to meet customer demand.  Likewise, if due to a lack of freight service, we cannot deliver our products in a timely manner, it could harm our reputation, negatively affect our customer relationships and have a material adverse effect on our results of operations. In addition, any increase in the cost of the transportation of raw materials or our products, as a result of increases in fuel or labor costs, higher demand for logistics services or otherwise, may adversely affect our results of operations as we may not be able to pass such cost increases on to our customers.

Information Systems

We are subject to information system security risks and systems integration issues that could disrupt our internal operations. We are dependent upon information technology forand networks in connection with a variety of business activities including the distribution of information internally and also to our customers and suppliers. This information technology is subject to potential damage or interruption from a variety of sources, including, without limitation, computer viruses, security breaches, and natural disasters.  We could also be adversely affected by system or network disruptions if new or upgraded business management systems are defective, not installed properly or not properly integrated into operations. In addition, security breaches of our information systems could result in unauthorized disclosure or destruction of confidential or proprietary information and/or loss of the functionality of our systems. Various measures have been implemented to manage our risks related to information system and network disruptions and to prevent attempts to gain unauthorized access through the internet to our information systems. While we undertake mitigating activities to counter these risks, a system failure could negatively impact our operations and financial results and cyber attacks could threaten the integrity of our trade secrets and sensitive intellectual property.

Business Disruptions

Disruptions to our business or the business of our customers or suppliers could adversely impact our operations and financial results.  Business disruptions, including increased costs for, or interruptions in, the supply of energy or raw materials, resulting from shortages of supply or transportation, severe weather events (such as hurricanes, tsunamis, earthquakes, tornados, floods and blizzards), casualty events (such as explosions, fires or material equipment breakdown), acts of terrorism, pandemic disease, labor disruptions, the idling of facilities due to reduced demand (resulting from a downturn in economic activity or otherwise) or other events (such as required maintenance shutdowns), could cause interruptions to our businesses as well as the operations of our customers and suppliers. While we maintain insurance coverage that can offset some losses relating to certain types of these events, losses from business disruptions could have an adverse effect on our operations and financial results and we could be adversely impacted to the extent any such losses are not covered by insurance or cause some other adverse impact to us.


Foreign Operations

Economic, political and other risks associated with foreign operations could adversely affect our international financial results.  Although the substantial majority of our business activity takes place in the United States, we derive a portion of our revenues and earnings from operations in foreign countries, and we are subject to risks associated with doing business internationally. We have wholly-owned facilities in Austria, Poland, Portugal and PortugalTurkey and joint venture facilities in Canada, China, France, India, Mexico Turkey and the United Kingdom, and are active in exploring other foreign opportunities. The risks of doing business in foreign countries include, among other factors: the potential for adverse changes in the local political climate, in diplomatic relations between foreign countries and the United States or in government policies, laws or regulations; terrorist activity that may cause social disruption; logistical and communications challenges; costs of complying with a variety of laws and regulations; difficulty in staffing and managing geographically diverse operations; deterioration of foreign economic conditions; inflation and fluctuations in interest rates; foreign currency

exchange rate fluctuations; foreign exchange restrictions; differing local business practices and cultural considerations; restrictions on imports and exports or sources of supply, including energy and raw materials; changes in duties, quotas, tariffs, taxes or other protectionist measures; and potential issues related to matters covered by the Foreign Corrupt Practices Act, regulations related to import/export controls, the Office of Foreign Assets Control sanctions program, anti-boycott provisions or similar laws. We believe that our business activities outside of the United States involve a higher degree of risk than our domestic activities, and any one or more of these factors could adversely affect our operating results and financial condition. In addition, the global recessionand regional economic conditions and the volatility of worldwide capital and credit markets have significantly impacted and may continue to significantly impact our foreign customers and markets. These factors have resultedmay result in decreased demand in our foreign operations and have had significant negative impacts on our business. Refer to theGeneralEconomic or Industry Downturns and Weaknessrisk factors herein for additional information concerning the impact of the global recessioneconomic conditions and the volatility of capital and credit markets on our business.

Joint Ventures

A change in the relationship between the members of any of our joint ventures may have an adverse effect on that joint venture. We have been successful in the development and operation of various joint ventures, and our equity in net income from our joint ventures, particularly WAVE, has been important to our financial results. We believe an important element in the success of any joint venture is a solid relationship between the members of that joint venture. If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of a joint venture that adversely impacts the relationship between the joint venture members, it could adversely impact that joint venture. The other members in our joint ventures may also, as a result of financial or other reasons, be unable or unwilling to fulfill their obligations in the respective joint ventures. In addition, joint ventures necessarily involve special risks. Whether or not we hold a majority interest or maintain operational control in a joint venture, the other members in our partnersjoint ventures may have economic or business interests or goals that are inconsistent with our interests or goals. For example, the other members in our partnersjoint ventures may exercise veto rights to block actions that we believe to be in our best interests, may take action contrary to our policies or objectives with respect to our investments, or may be unable or unwilling to fulfill their obligations or commitments to the joint venture.

Acquisitions

We may be unable to successfully consummate, manage or integrate our acquisitions or our acquisitions may not meet our expectations. A portion of our growth has occurred through acquisitions.  We may from time to time continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that are complementary to our existing strengths. There are no assurances, however, that any acquisition opportunities will arise or, if they do, that they will be consummated, or that any needed additional financing for such opportunities will be available on satisfactory terms when required. In addition, acquisitions involve risks that the businesses acquired will not perform in accordance with expectations, that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect, that we may assume unknown liabilities from the seller, that the acquired businesses may not be integrated successfully and that the acquisitions may strain our management resources or divert management’s attention from other business concerns. International acquisitions may present unique challenges and increase our exposure to the risks associated with foreign operations and countries. Also, failure to successfully integrate any of our acquisitions may cause significant operating inefficiencies and could adversely affect our operations and financial condition.


Capital Expenditures

Our business requires capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.  Many of our operations are capital intensive. For the five-year period ended May 31, 2016,2018, our total capital expenditures, including acquisitions and investment activity, were approximately $922.2$857.1 million. Additionally, as of May 31, 2016,2018, we were obligated to make aggregate lease payments of $41.7$43.4 million under operating lease agreements. Our businesses also require

expenditures for maintenance of our facilities. We currently believe that we have adequate resources (including cash and cash equivalents, cash provided by operating activities, availability under existing credit facilities and unused lines of credit) to meet our cash needs for normal operating costs, capital expenditures, debt repayments, dividend payments, future acquisitions and working capital for our existing business.businesses. However, given the potential for challenges, uncertainty and volatility in the domestic and global economies and financial markets, there can be no assurance that our capital resources will be adequate to provide for all of our cash requirements.

Litigation

Litigation

We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity in a particular period.  Our results of operations or liquidity in a particular period could be affected by an adverse ruling in any legal proceedings or investigations which may be pending against us or filed against us in the future. We are also subject to a variety of legal and compliance risks, including, without limitation, potential claims relating to product liability, product recall, privacy and information security, health and safety, environmental matters, intellectual property rights, taxes and compliance with U.S. and foreign export laws, anti-bribery laws, competition laws and sales and trading practices. While we believe that we have adopted appropriate risk management and compliance programs to address and reduce these risks, the global and diverse nature of our operations means that these risks will continue to exist and additional legal proceedings and contingencies may arise from time to time. An adverse ruling or settlement or an unfavorable change in laws, rules or regulations could have a material adverse effect on our results of operations or liquidity in a particular period.

Claims and Insurance

Adverse claims experience, to the extent not covered by insurance, may have an adverse effect on our financial results.  We self-insure a significant portion of our potential liability for workers’ compensation, product liability, cyber liability, product recall, general liability, pollution liability, property liability, automobile liability and employee medical claims. In order to reduce risk, we purchase insurance from highly-rated, licensed insurance carriers that cover most claims in excess of the applicable deductible or retained amounts. We maintain reserves for the estimated cost to resolve open claims as well as an estimate of the cost of claims that have been incurred but not reported. The occurrence of significant claims, our failure to adequately reserve for such claims, a significant cost increase to maintain our insurance or the failure of our insurance providers to perform could have an adverse impact on our financial condition and results of operations.

Accounting and Tax-Related Estimates

We are required to make accounting and tax-related estimates, assumptions and judgments in preparing our consolidated financial statements, and actual results may differ materially from the estimates, assumptions and judgments that we use.  In preparing our consolidated financial statements in accordance with accounting principles generally accepted in the United States, we are required to make certain estimates and assumptions that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain information that is used in the preparation of our consolidated financial statements is dependent on future events, or cannot be calculated with a high degree of precision from data available to us. In some cases, these estimates and assumptions are particularly difficult to determine and we must exercise significant judgment. Some of the estimates, assumptions and judgments having the greatest amount of uncertainty, subjectivity and complexity are related to our accounting for bad debts, returns and allowances, inventory, self-insurance reserves, derivatives, stock-based compensation, deferred tax assets and liabilities and asset impairments. Our actual results may differ materially from the estimates, assumptions and judgments that we use, which could have a material adverse effect on our financial condition and results of operations.


Tax Laws and Regulations

Tax increases or changes in tax laws or regulations could adversely affect our financial results.  We are subject to tax and related obligations in the jurisdictions in which we operate or do business, including state, local, federal and foreign taxes. The taxing rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken, and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes. Some of these assessments may be substantial, and also may involve the imposition of penalties and interest. In addition, governments could change their existing tax laws, impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results of operations and financial condition.

ClaimsIn particular, while the passage of the Tax Cuts and Insurance

Adverse claims experience, toJobs Act (the “TCJA”) reduced our corporate tax rate, any future changes in tax legislation, including changing tax rates and tax base by U.S. states in implementation of the extent not covered by insurance,TCJA, or any guidance that may be issued in implementation of the TCJA and related legislation could have an adverse effecta significant impact, whether positive or negative, on our financial results.performance. We self-insure a significant portion of our potential liability for workers’ compensation, product liability, cyber liability, product recall, general liability, pollution liability, property liability, automobile liability and employee medical claims. In orderare continuing to reduce risk, we purchase insurance from highly-rated, licensed insurance carriers that cover most claims in excessreview the components of the applicable deductible or retained amounts. We maintain reserves forTCJA and evaluate its anticipated impact. In addition, the estimated cost to resolve open claims as well as an estimateportions of the costTCJA that transition the U.S. tax regime from a worldwide system to a modified territorial system provide for U.S. tax on certain types of claims that have been incurred but not reported. The occurrence of significant claims, our failure to adequately reserve for such claims, a significant cost increase to maintain our insurance or the failure of our insurance providers to perform could have an adverse impactforeign income may also cause tax increases on our financial condition and results offoreign operations.

Principal Shareholder

Our principal shareholder may have the ability to exert significant influence in matters requiring a shareholder vote and could delay, deter or prevent a change in control of Worthington Industries.  Pursuant to our charter documents, certain matters such as those in which a person would attempt to acquire or take control of the Company, must be approved by the vote of the holders of common shares representing at least 75% of Worthington Industries’ outstanding voting power. Approximately 27%30% of our outstanding common shares are beneficially owned, directly or indirectly, by John P. McConnell, our Chairman of the Board and Chief Executive Officer. As a result of his beneficial ownership of our common shares, Mr. McConnell may have the ability to exert significant influence in these matters and other proposals upon which our shareholders may vote.

Key Employees

If we lose senior management or other key employees, our business may be adversely affected. Our ability to successfully operate, grow our business and implement our business strategies is largely dependent on the efforts, abilities and services of our senior management and other key employees. The loss of any of these individuals or our inability to attract, train and retain additional personnel could reduce the competitiveness of our business or otherwise impair our operations or prospects. Our future success will also depend, in part, on our ability to attract and retain qualified personnel, including engineers and other skilled technicians, who have experience in the application of our products and are knowledgeable about our business, markets and products. We cannot assure that we will be able to retain our existing senior management personnel or other key employees or attract additional qualified personnel when needed. We have not entered into any formal employment agreements or change in control agreements with our executive officers, and theThe loss of any member of our management team could adversely impact our business and operations.  Additionally,We have not entered into any formal employment contracts with or other stand-alone change in control provisions relative to our executive officers.  However, we do have certain change in control provisions in our various compensation plans.  We may modify our management structure from time to time or reduce our overall workforce, which may create marketing, operational and other business risks.

Credit Ratings

Ratings agencies may downgrade our credit ratings, which may make it more difficult for us to raise capital and could increase our financing costs.  Any downgrade in our credit ratings may make raising capital more difficult, may increase the cost and affect the terms of future borrowings, may affect the terms under which we purchase goods and services and may limit our ability to take advantage of potential business opportunities. In addition, the interest rate on our revolving credit facility is tied to our credit ratings, and any downgrade of our credit ratings would likely result in an increase in the current cost of borrowings under our revolving credit facility.


Difficult Financial Markets

Should we be required to raise capital in the future, we could face higher borrowing costs, less available capital, more stringent terms and tighter covenants or, in extreme conditions, an inability to raise

capital. capital.Although we currently have significant borrowing availability under our existing credit facilities and should be able to access other capital if needed, should those facilities become unavailable due to covenant or other defaults, or should financial results tighten so that we otherwise be required tocannot raise capital outside our existing facilities, given the uncertainty and volatility in the U.S. and global credit and capital markets, our ability to access capital andor the terms under which we do so change, we may be negatively impacted. Any adverse change in our access to capital or the terms of our borrowings, including increased costs, could have a negative impact on our financial condition.

Environmental, Health and Safety

We may incur additional costs related to environmental and health and safety matters. Our operations and facilities are subject to a variety of federal, state, local and foreign laws and regulations relating to the protection of the environment and human health and safety. FailureCompliance with these laws and regulations and any changes therein may sometimes involve substantial operating costs and capital expenditures, and any failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in increased costs and capital expenditures and potentially fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Over time, we and predecessor operators of our facilities have generated, used, handled and disposed of hazardous and other regulated wastes.  Environmental liabilities, including cleanup obligations, could exist at our facilities or at off-site locations where materials from our operations were disposed of or at facilities we have divested, which could result in future expenditures that cannot be currently quantified and which could reduce our profits and cash flow. We may be held strictly liable for any contamination of these sites, and the amount of any such liability could be material. Under the “joint and several” liability principle of certain environmental laws, we may be held liable for all remediation costs at a particular site, even with respect to contamination for which we are not responsible. In addition, changes in environmental and human health and safety laws, rules, regulations or enforcement policies could have a material adverse effect on our business, financial condition or results of operations.

Legislation and Regulations

Certain proposed legislation and regulations may have an adverse impact on the economy in general and in our markets specifically, which may adversely affect our businesses.  Our businesses may be negatively impacted by a variety of new or proposed legislation or regulations. For example, legislation and regulations proposing increases in taxation on, or heightened regulation of, greenhouse gas emissions may result in higher prices for steel, higher prices for utilities required to run our facilities, higher fuel costs for us and our suppliers and distributors and other adverse impacts. To the extent that new legislation or regulations increase our costs, we may not be able to fully pass these costs on to our customers without a resulting decline in sales and adverse impact to our profits. Likewise, to the extent new legislation or regulations would have an adverse effect on the economy, our markets or the ability of domestic businesses to compete against foreign operations, we could also be adversely impacted.

Legislation, regulations or other events which could adversely affect the ability or cost to recover natural gas or oil may negatively affect our business.  In recent years, increasing amounts of oil and natural gas have been produced through the hydraulic fracking process throughout the United States and North America. This has resulted in decreasing energy costs, particularly for natural gas and similar energy products. This reduction has helped lower energy costs for U.S. businesses. Also, some of our recent acquisitions supply products which are used by companies engaged in hydraulic fracking. If legislation, regulations or other events limit the ability to recover such fuels through hydraulic fracking or increase the cost thereof, it could have a negative impact on our business, the U.S. economy and U.S. businesses in general, which could result in decreased demand for our products or otherwise negatively impact our business.

The implementationimpact of the provisions of the newU.S. health care lawlaws could adversely affect our businesses.    As In the implementationwake of the Patient Protection and Affordable Care Act continues to evolve and insurers, governments and employers take action related thereto, the impact on(“Obamacare”), U.S. health care costs are unknown,

but these costs have increased. Many project that there will continue to be a significant increaseincreases in health care costs which could adversely impact the U.S. economy and U.S. businesses. This could result in a decreased demand for our products. Further, the Company’sproducts, as well as an increase in expenditures for health care costs could increasefor our personnel, both of which would negatively impact our profits.  Congress has considered amending or replacing Obamacare, but it is uncertain if any changes or a replacement will be affected or what the impact of any such changes or replacement will be.


Changes to global data privacy laws and cross-border transfer requirements could adversely affect our businesses and operations.  SeasonalityOur businesses depend on the transfer of data between our affiliated entities, to and from our business partners, and with third-party service provides, which may be subject to global data privacy laws and cross-border transfer restrictions.  In particular, the European Union recently implemented the General Data Protection Regulation (“GDPR”), which contains numerous requirements that must be complied with in connection with how we handle personal data related to our European-based operations and employees. While we take steps to comply with these legal requirements, the volatility and changes to the applicability of those laws may impact our ability to effectively transfer data across borders in support of our business operations. Compliance with GDPR, or other regulatory standards, could also increase our cost of doing business and/or force us to change our business practices in a manner adverse to our businesses. In addition, violations of GDPR may result in significant fines, penalties and damage to our brands and businesses which could, individually or in the aggregate, materially harm our businesses and reputation.

Significant changes to the U.S. federal government’s trade policies, including new tariffs or the renegotiation or termination of existing trade agreements and/or treaties, may adversely affect our financial performance. The U.S. federal government has indicated its intention to alter U.S. international trade policy and to renegotiate or terminate certain existing trade agreements and treaties with foreign governments.  Most recently, the U.S. federal government has initiated re-negotiation of the North American Free Trade Agreement (“NAFTA”) with Mexico and Canada. While negotiations among these parties remain ongoing, the U.S. federal government’s potential decision to withdraw or materially modify NAFTA or other existing trade agreements or treaties may adversely impact our business, customers and/or suppliers by disrupting trade and commercial transactions and/or adversely affecting the U.S. economy or specific portions thereof.

Additionally, the U.S. federal government has imposed, and is considering imposing additional tariffs on certain foreign goods. For example, in March and again in May of 2018, the U.S. federal government imposed additional tariffs under Section 232 of the Trade Expansion Act of 1962, as amended, on certain steel products imported into the United States. Although the new steel tariffs may benefit portions of our business, these tariffs, as well as country-specific or product-specific exemptions, may also lead to retaliatory actions from foreign governments and/or modifications to the purchasing patterns of our customers that could adversely affect our business or the steel industry as a whole. In particular, certain foreign governments, including Canada, China and Mexico, as well as the European Union, have instituted or are considering imposing tariffs on certain U.S. goods. Restrictions on trade with foreign countries, imposition of customs duties or further modifications to U.S. international trade policy have the potential to disrupt our supply chain or the supply chains of our customers and to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof, potentially leading to negative effects on our business.

Seasonality

Our operations have been subject to seasonal fluctuations that may impact our cash flows for a particular period. Historically our sales are generally strongest in the fourth quarter of the fiscal year when all of our business segments are normally operating at seasonal peaks, and our sales are generally weaker in the third quarter of the fiscal year, primarily due to reduced activity in the building and construction industry as a result of the colder, more inclement weather, as well as customer plant shutdowns in the automotive industry due to holidays. Our quarterly results may also be affected by the timing of large customer orders. Consequently, our cash flow from operations may fluctuate significantly from quarter to quarter. If, as a result of any such fluctuation, our quarterly cash flows were significantly reduced, we may be unable to service our indebtedness or maintain compliance with certain covenants under our credit facilities. A default under any of the documents governing our indebtedness could prevent us from borrowing additional funds, limit our ability to pay interest or principal and allow our lenders to declare the amounts outstanding to be immediately due and payable and to exercise certain other remedies.


Impairment Charges

Continued or enhanced weaknessWeakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would reduce our reported earnings and net worth.  We review the carrying value of our long-lived assets, excluding purchased goodwill and intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount.  If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. For long-lived assets other than goodwill, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds fair value. Goodwill and intangible assets with indefinite lives are tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may be present. For goodwill and indefinite lived intangible assets, we test for impairment by completing what is referred to as the “Step 0” analysis which involves evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If our “Step 0” analysis indicates it is more likely than not that the fair value is less than the carrying amount, we would perform a quantitative impairment test. The goodwill impairment test consists of comparingquantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the respective carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value. Fair value is determined usingbased on discounted cash flows to each reporting unit’s respective carrying value. If the estimated fair value of the reporting unit exceeds its carrying value, there is no impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, a goodwill impairment is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of the reporting unit, excluding goodwill, to its estimated fair value, with the difference representing the implied fair value of the goodwill. If the implied fair value of the goodwill is lower than its carrying value, the difference is recordedor appraised values, as an impairment charge in our consolidated statement of earnings.appropriate. Economic conditions remain fragile particularly in some markets and the possibility remains that the domestic or global economies, or certain industry sectors that are key to our sales, may deteriorate. If certain of our business segments are adversely affected by the challenging and volatile economic and financial conditions, we may be required to record additionalfuture impairments, which would negatively impact our results of operations.

Item 1B.  –— Unresolved Staff Comments

None.

Item 2.  –— Properties.

General

Our principal corporate offices are located in an owned office building in Columbus, Ohio, containing approximately 117,700 square feet, which also houses the principal corporate offices of our Pressure Cylinders and Engineered Cabs operating segments. We purchased this office building on June 22, 2012, and have completed a renovation of the building. Our Steel Processing corporate offices are located in an office building next to the principal corporate offices that contains approximately 30,000 square feet of leasedwhere we lease office space.  We also own three facilities in Columbus, Ohio used for administrative and medical purposes in Columbus, Ohio, containing an aggregate of approximately 166,000 square feet.purposes. As of May 31, 2016,2018, excluding our consolidated and unconsolidated joint ventures, we operated 36 manufacturing facilities and 12 warehouses.  Altogether, as of May 31, 2018, we owned or leased a total of approximately 9,700,00010,800,000 square feet of space for our operations, of which approximately 8,800,0009,600,000 square feet (9,300,000(10,400,000 square feet with warehouses) was devoted to manufacturing, product distribution and sales offices.  Major leases contain renewal options for periods of up to 10 years.  For information concerning rental obligations, refer to “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Cash Obligations and Other Commercial Commitments” as well as “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note R – Operating Leases” of this Annual Report on Form 10-K.  We believe the distribution and office facilities provide adequate space for our operations and are well maintained and suitable.

Excluding our 12 active joint ventures, we operate 31 manufacturing facilities and 7 warehouses. Thesethese facilities are well maintained and in good operating condition, and are believed to be sufficient to meet our current needs.

Steel Processing

OurAs of May 31, 2018, our wholly-owned operations within the Steel Processing operateoperating segment operated a total of nineeight manufacturing facilities, seven of which are owned by the Company, and contain approximately 2,300,000 square feet, and two ofone which are leased and contain approximately 200,000 square feet.is leased.  These facilities are located in Alabama, New York, Indiana, (2), and Ohio (5).  ThisAs of May 31, 2018, this operating segment also ownsowned one warehouse in Ohio containing approximately 110,000 square feet, and one warehouse in South Carolina, containing approximately 16,000 square feet.Carolina.  As noted above, this operating segment’s corporate offices are located in Columbus, Ohio.


Pressure Cylinders

OurAs of May 31, 2018, our wholly-owned operations within the Pressure Cylinders operateoperating segment operated a total of 1924 manufacturing facilities, 1621 of which are owned by the Company and contain a totalthree of approximately 1,900,000 square feet, and three thatwhich are leased and contain approximately 300,000 square feet.leased.  These facilities are located in Alabama, California, Kansas (2), Massachusetts, Oklahoma,Kentucky, Maryland, North Carolina, North Dakota, Ohio (6), Oklahoma, Rhode Island, Utah, Wisconsin, Austria, Poland (2), Portugal (2) and Portugal.Turkey.  As of May 31, 2018, Pressure Cylinders also operates threeoperated two owned warehouses, one each in Ohio, Austria and Poland, that contain a total of approximately 100,000 square feet, and five leased warehouses, one leased warehouseeach in Ohio, that contains approximately 34,000 square feet.Rhode Island, and Kentucky, and two in Portugal.  As noted above, this operating segment’s corporate offices are located in Columbus, Ohio.

Engineered Cabs

As of May 31, 2018, Engineered Cabs operates twooperated four manufacturing facilities, two owned by the Company, that contain a total of approximately 600,000 square feet. These facilitieswhich are located in South Dakota and Tennessee. ThisTennessee, and two leased by the Company, which are located in Indiana and Ohio.  As of May 31, 2018, this operating segment also has onehad three leased warehousewarehouses, which are located in Tennessee, which contains approximately 40,000 square feet. Engineered Cabs’South Dakota (2) and Tennessee.  As noted above, this operating segment’s corporate offices are located in Columbus, Ohio.

Other

The Construction Services operating segment consists of the Military Construction business unit, which we are in the process of exiting. Within the Other category, the Company also owns a manufacturing facility in Wooster, Ohio, that is subject to a lease agreement with our automotive body panels joint venture, ArtiFlex, and contains approximately 900,000 square feet.ArtiFlex.  

Joint Ventures

As outlined below, our consolidated and unconsolidated joint ventures operate a total of 5149 manufacturing facilities.

Consolidated

Spartan owns and operates one manufacturing facility in Monroe, Michigan.

TWB operates nineten manufacturing facilities, one owned facility located in Monroe, Michigan, and eightnine leased facilities located in Kentucky, Tennessee (2), Kentucky, Canada, and Mexico (4)(5).

WEI leases one manufacturing facility in Fremont, Ohio.

dHybrid operates one leased manufacturing facility in Salt Lake City, Utah.

Worthington Aritas operates one leased manufacturing facility near Istanbul, Turkey. It is completing a new owned facility in Bandirma, Turkey into which it will move its manufacturing operations in fiscal 2017.

WSP owns and operates three steel processing facilities located in Michigan.

Unconsolidated

ArtiFlex operates six manufacturing facilities, four of which are owned.  These facilities are located in Kentucky (1), Michigan (3), and Ohio (2) and Kentucky (1).

ClarkDietrich operates 1314 manufacturing facilities, one each in Connecticut, Georgia, Hawaii, Illinois, Maryland and MarylandMissouri and two each in California, Florida, Ohio Florida and Texas.  The two facilities in Ohio are owned.  The remaining 1112 facilities are leased.

Samuel owns and operates two steel pickling facilities in Ohio.

Serviacero Worthington owns and operates three steel processing facilities in Mexico.

WAVE operates tennine manufacturing facilities in five countries, five of which are located in the United States, including one owned facility each in Michigan and Nevada, and one leased facility each in California, Georgia and Maryland.  The foreign facilities include one owned facility each in China, France and India, and twoone leased facilitiesfacility in the United Kingdom.  WAVE entered into an agreement to sell its operations in Europe and Asia.

Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd, operates one steel processing facility in Pinghu City, Zhejiang, China.


Item 3.  – Legal— Legal Proceedings

The Company is involved in various judicial and administrative proceedings as both plaintiff and defendant, arising in the ordinary course of business.  The Company does not believe that any such proceedings will have a material adverse effect on its business, financial position, results of operation or cash flows.

Item 4.  –— Mine Safety Disclosures

Not Applicable

Supplemental Item –— Executive Officers of the Registrant

The following table lists the names, positions held and ages of the individuals serving as executive officers of the Registrant as of August 1, 2016.July 24, 2018.

 

Name

  Age   

Position(s) with the Registrant

  Present Office
Held Since		 

Age

Position(s) with the Registrant

Present Office

Held Since

John P. McConnell

   62    Chairman of the Board and Chief Executive Officer; a Director   1996  

64

Chairman of the Board and Chief Executive Officer; a Director

1996

Mark A. Russell

   53    President and Chief Operating Officer   2012  

55

President and Chief Operating Officer

2012

B. Andrew Rose

   46    Executive Vice President and Chief Financial Officer   2014  

48

Executive Vice President and Chief Financial Officer

2014

Dale T. Brinkman

   63    Vice President-Administration, General Counsel and Secretary   2000  

65

Vice President-Administration, General Counsel and Secretary

2000

Terrance M. Dyer

   49    Vice President-Human Resources   2012  

51

Vice President-Human Resources

2012

Geoffrey G. Gilmore

   44    President-Worthington Cylinder Corporation   2016  

46

President-Worthington Cylinder Corporation

2016

Joseph B. Hayek

   44    Vice President-Mergers and Acquisitions and Corporate Development   2014  

John G. Lamprinakos

   58    President-The Worthington Steel Company   2016  

60

President-The Worthington Steel Company

2016

Catherine M. Lyttle

   57    Vice President-Communications and Investor Relations   2009  

59

Vice President-Communications and Investor Relations

2009

Richard G. Welch

   58    Corporate Controller   2000  

60

Corporate Controller

2000

Virgil L. Winland

   68    Senior Vice President-Manufacturing   2001  

70

Senior Vice President-Manufacturing

2001

John P. McConnell has served as Worthington Industries’ Chief Executive Officer since June 1993, as a director of Worthington Industries continuously since 1990, and as Chairman of the Board of Worthington Industries since September 1996.  Mr. McConnell serves as the Chair of the Executive Committee of Worthington Industries’ Board of Directors.  He served in various positions with the Company from 1975 to June 1993.

Mark A. Russell has served as President and Chief Operating Officer of Worthington Industries since August 1, 2012.  From February 2007 to July 31, 2012, Mr. Russell served as President of The Worthington Steel Company.

B. Andrew ‘Andy’ Rose has served as Executive Vice President of Worthington Industries since July 2014 and as Chief Financial Officer of Worthington Industries since December 2008.  From December 2008 to July 2014, Mr. Rose also served as Vice President of Worthington Industries.  From 2007 to 2008, he served as a senior investment professional with MCG Capital Corporation, a publicly-traded company specializing in debt and equity investments in middle market companies; and from 2002 to 2007, he was a founding partner at Peachtree Equity Partners, L.P., a private equity firm backed by Goldman Sachs.

Dale T. Brinkman has served as Worthington Industries’ Vice President-Administration since December 1998 and as Worthington Industries’ General Counsel since September 1982.  He has been Secretary of Worthington Industries since September 2000 and served as Assistant Secretary of Worthington Industries from September 1982 to September 2000.


Terrance M. Dyer has served as Vice President-Human Resources of Worthington Industries since June 2012.  From October 2009 to June 2012, he served as the Vice President-Human Resources for our WAVE joint venture in Malvern, Pennsylvania. Prior to serving as Vice President-Human Resources for WAVE, Mr. Dyer spent five years in various human resources roles of increasing responsibility at Armstrong World Industries.

Industries, Inc.

Geoffrey G. Gilmore has served as President of Worthington Cylinder Corporation since June 2016.  He served as President of The Worthington Steel Company from August 2012 through May 2016.  From July 2011 to July 2012, he served as Vice President-Purchasing for Worthington Industries and was responsible for all purchasing efforts across the Company including steel, commodity and OEM purchasing, logistics and outside processing.Industries.  From April 2010 to July 2011, he served as General Manager of The Worthington Steel Company’s Delta, Ohio facility, responsible for overseeing its manufacturing and sales operations;facility; and from June 2006 to February 2010, he served as Director of Automotive Sales for The Worthington Steel Company.  Mr. Gilmore served in various other positions with the Company from 1998 to June 2006.

Joseph B. Hayek has served as Vice President-Mergers and Acquisitions and Corporate Development of Worthington Industries since April 2014. From June 2012 to April 2014, Mr. Hayek served as President of Sarcom, Inc., a value-added IT solutions provider which changed its name to PCM Sales, Inc. in January 2013. From March 2008 to June 2012, he served as Executive Vice President of corporate development of PCM Inc., a provider of IT products, services and solutions. Prior to March 2008, Mr. Hayek served for eight years in the investment banking industry with Raymond James.

John G. Lamprinakos has served as President of The Worthington Steel Company since June 2016.  He served as President of Worthington Industries Engineered Cabs from June 2013 through May 2016.  From December 2004 to July 2013, Mr. Lamprinakos served as President and Chief Executive Officer of our WAVE joint venture in Malvern, Pennsylvania. Before joining WAVE, Mr. Lamprinakos spent 24 years at Worthington Cylinder Corporation, including as President from 2001 to 2003.

Catherine M. Lyttle has served as Vice President-Communications and Investor Relations of Worthington Industries since April 2009.  She served as Vice President of Communications of Worthington Industries from January 1999 to April 2009.  Ms. Lyttle served as Vice President of Marketing for the Columbus Chamber of Commerce from 1987 to September 1997 and as Vice President of JMAC Hockey from 1997 to 1999.

Richard G. Welch has served as the Corporate Controller of Worthington Industries since March 2000 and prior thereto, he served as Assistant Controller of Worthington Industries from August 1999 to March 2000.  He served as Principal Financial Officer of Worthington Industries on an interim basis from September 2008 to December 2008.

Virgil L. Winland has served as Senior Vice President-Manufacturing of Worthington Industries since January 2001.  He served in various other positions with the Company from 1971 to January 2001, including as President of Worthington Cylinder Corporation from June 1998 through January 2001.

Executive officers serve at the pleasure of the directors of the Registrant.  There are no family relationships among any of the Registrant’sRegistrant's executive officers or directors.  No arrangements or understandings exist pursuant to which any individual has been, or is to be, selected as an executive officer of the Registrant.


PARTPART II

Item 5. – Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Shares Information

The common shares of Worthington Industries, Inc. (“Worthington Industries”) trade on the New York Stock Exchange (“NYSE”) under the symbol “WOR”"WOR" and are listed in most newspapers as “WorthgtnInd.”"WorthgtnInd."  As of July 22, 2016,24, 2018, Worthington Industries had 5,4785,233 registered shareholders.  The following table sets forth (i) the low and high closing prices and the closing price per share for Worthington Industries’ common shares for each quarter of fiscal 20162018 and fiscal 2015,2017, and (ii) the cash dividends per share declared on Worthington Industries’ common shares for each quarter of fiscal 20162018 and fiscal 2015.2017.

 

   Market Price   Cash
Dividends
   Declared   		 
       Low         High         Closing      

Fiscal 2016

Quarter Ended

                

August 31, 2015

  $23.52    $30.92    $25.59    $0.19  

November 30, 2015

  $21.88    $32.14    $30.77    $0.19  

February 29, 2016

  $26.41    $31.12    $31.11    $0.19  

May 31, 2016

  $32.06    $38.26    $37.36    $0.19  

Fiscal 2015

Quarter Ended

                

August 31, 2014

  $38.25    $43.85    $40.44    $0.18  

November 30, 2014

  $34.06    $40.99    $37.71    $0.18  

February 28, 2015

  $24.18    $38.36    $27.00    $0.18  

May 31, 2015

  $25.21    $28.77    $27.21    $0.18  

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

Market Price

 

 

Dividends

 

 

Low

 

 

High

 

 

Closing

 

 

Declared

 

Fiscal 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2017

$

41.99

 

 

$

53.14

 

 

$

49.96

 

 

$

0.21

 

November 30, 2017

$

39.65

 

 

$

52.11

 

 

$

41.60

 

 

$

0.21

 

February 28, 2018

$

41.22

 

 

$

49.53

 

 

$

44.24

 

 

$

0.21

 

May 31, 2018

$

39.80

 

 

$

48.26

 

 

$

47.95

 

 

$

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2016

$

36.26

 

 

$

45.47

 

 

$

42.90

 

 

$

0.20

 

November 30, 2016

$

39.75

 

 

$

62.35

 

 

$

56.28

 

 

$

0.20

 

February 28, 2017

$

46.12

 

 

$

58.85

 

 

$

49.05

 

 

$

0.20

 

May 31, 2017

$

41.18

 

 

$

51.96

 

 

$

41.97

 

 

$

0.20

 

Dividends are declared at the discretion of Worthington Industries’ Board of Directors (the “Board”).  The Board declared quarterly dividends of $0.19$0.21 per common share in fiscal 20162018 and of $0.18$0.20 per common share in fiscal 2015.2017.  On June 29, 2016,27, 2018, the Board declared a quarterly dividend of $0.20$0.23 per common share for the first quarter of fiscal 2017,2019, an increase of $0.01$0.02 per common share over the previous quarterly rate.dividend declared for the fourth quarter of fiscal 2018.  This dividend is payable on September 29, 2016,28, 2018, to shareholders of record as ofon September 15, 2016.14, 2018.

The Board reviews the dividend on a quarterly basis and establishes the dividend rate based upon Worthington Industries’ financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors which the directors may deem relevant.  While Worthington Industries has paid a dividend every quarter since becoming a public company in 1968, there is no guarantee this will continue in the future.  We currently have no material contractual or regulatory restrictions on the payment of dividends.

Shareholder Return Performance

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or Regulation 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the  Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such information into such a filing.


The following graph compares the five-year cumulative return on Worthington Industries’ common shares, the S&P Midcap 400 Index and the S&P 1500 Steel Composite Index.  The graph assumes that $100 was invested at May 31, 2011,2013, in Worthington Industries’ common shares and each index.

 

 

*

$100 invested on 5/31/11 in common shares or index. Assumes reinvestment of dividends when received. Fiscal year ended May 31.

 

 

5/13

 

 

5/14

 

 

5/15

 

 

5/16

 

 

5/17

 

 

5/18

 

Worthington Industries, Inc.

 

$

100.00

 

 

$

118.61

 

 

$

81.70

 

 

$

115.23

 

 

$

131.72

 

 

$

153.26

 

S&P Midcap 400 Index

 

$

100.00

 

 

$

118.04

 

 

$

132.54

 

 

$

131.98

 

 

$

154.63

 

 

$

177.61

 

S&P 1500 Steel Composite Index

 

$

100.00

 

 

$

119.49

 

 

$

107.47

 

 

$

101.36

 

 

$

124.36

 

 

$

163.28

 

 

   05/11   05/12   05/13   05/14   05/15   05/16 

Worthington Industries, Inc.

  $100.00    $76.52    $165.79    $196.64    $135.45    $191.03  

S&P Midcap 400 Index

  $100.00    $93.91    $122.03    $144.05    $161.74    $161.06  

S&P 1500 Steel Composite Index

  $100.00    $66.18    $70.86    $84.67    $76.15    $71.82  

Data and graph provided by Zacks Investment Research, Inc. Copyright© 2016,Copyright© 2018, Standard & Poor’s,Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved. Used with permission.permission.

Worthington Industries is a component of the S&P Midcap 400 Index.  The S&P 1500 Steel Composite Index, of which Worthington Industries is also a component, is the most specific index relative to the largest line of business of Worthington Industries and its subsidiaries.  At May 31, 2016,2018, the S&P 1500 Steel Composite Index included 1213 steel related companies from the S&P 500, S&P Midcap 400 and S&P 600 indices:  AK Steel Holding Corporation; Allegheny Technologies, Inc.; Carpenter Technology Corporation; Commercial Metals Company; Haynes International, Inc.; Nucor Corporation; Olympic Steel, Inc.; Reliance Steel & Aluminum Co.; Steel Dynamics, Inc.; SunCoke Energy, Inc.; TimkenSteel Corporation; United States Steel Corporation; and Worthington Industries, Inc.


Issuer Purchases of Equity Securities

The following table provides information about purchases made by, or on behalf of, Worthington Industries, Inc. or any “affiliated purchaser” (as defined in Rule 10b – 18(a) (3) under the Exchange Act) of common shares of Worthington Industries, Inc. during each month of the fiscal quarter ended May 31, 2016:2018:

 

Period

  Total Number
of Common
Shares
Purchased		   Average
Price Paid
per Common
Share		   Total Number
of Common
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs		   Maximum Number
of Common Shares
that May Yet Be
Purchased Under
the Plans or
Programs
(1)		 

March 1-31, 2016 (2)

   104,723    $33.86     -     4,046,145  

April 1-30, 2016 (2)

   14,917    $37.26     -     4,046,145  

May 1-31, 2016 (2)

   2,399    $35.89     -     4,046,145  
  

 

 

   

 

 

   

 

 

   

Total

   122,039    $34.31         -    
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

 

 

 

 

Total Number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased as

 

 

Maximum Number of

 

 

 

Total Number

 

 

Average Price

 

 

Part of Publicly

 

 

Common Shares that

 

 

 

of Common

 

 

Paid per

 

 

Announced

 

 

May Yet Be

 

 

 

Shares

 

 

Common

 

 

Plans or

 

 

Purchased Under the

 

Period

 

Purchased

 

 

Share

 

 

Programs

 

 

Plans or Programs (1)

 

March 1-31, 2018

 

 

-

 

 

$

-

 

 

 

-

 

 

 

7,500,000

 

April 1-30, 2018 (2)

 

 

953,270

 

 

$

44.33

 

 

 

950,000

 

 

 

6,550,000

 

May 1-31, 2018 (2)

 

 

53,160

 

 

$

44.36

 

 

 

50,000

 

 

 

6,500,000

 

Total

 

 

1,006,430

 

 

$

44.33

 

 

 

1,000,000

 

 

 

 

 

 

(1)

The number shown represents, as of the end of each period, the maximum number of common shares that could be purchased under the publicly announced repurchase authorization then in effect.  On June 25,26, 2014, Worthington Industries, Inc. announced that on June 25, 2014, the Board had authorized the repurchase of up to 10,000,000 of the outstanding common shares of Worthington Industries, Inc. As of the end of the month of April, 2018 a total of 10,000,000 common shares had been repurchased under this authorization and no further purchases may be made under this authorization. On September 27, 2017, the Board authorized the repurchase of up to 10,000,000an additional 6,828,855 of Worthington Industries’ outstanding common shares.  AThe total number of 4,046,145 common shares were available under thisfor repurchase authorization at May 31, 2016.2018 was 6,500,000.

The common shares available for repurchase under thisthe authorization currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other appropriate factors.  Repurchases may be made on the open market or through privately negotiated transactions.

 

(2)

Includes an aggregate of 122,0396,430 common shares surrendered by employees in the period from MarchApril 1, 20162018 through May 31, 20162018 to satisfy tax withholding obligations upon exercisethe vesting of stock options.restricted common shares.  These common shares were not counted against the share repurchase authorizationauthorizations in effect throughoutduring fiscal 20162018 and discussed in footnote (1) above.


Item 6. –Selected– Selected Financial Data

 

 Fiscal Years Ended May 31, 

Fiscal Years Ended May 31,

 

(In thousands, except per share amounts) 2016 2015 2014 2013 2012 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

FINANCIAL RESULTS

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 $2,819,714   $3,384,234   $3,126,426   $2,612,244   $2,534,701  

$

3,581,620

 

 

$

3,014,108

 

 

$

2,819,714

 

 

$

3,384,234

 

 

$

3,126,426

 

Cost of goods sold

  2,367,121    2,920,701    2,633,907    2,215,601    2,201,833  

 

3,018,763

 

 

 

2,478,203

 

 

 

2,367,121

 

 

 

2,920,701

 

 

 

2,633,907

 

 

 

  

 

  

 

  

 

  

 

 

Gross margin

  452,593    463,533    492,519    396,643    332,868  

 

562,857

 

 

 

535,905

 

 

 

452,593

 

 

 

463,533

 

 

 

492,519

 

Selling, general and administrative expense

  297,402    295,920    300,396    258,324    225,069  

 

367,460

 

 

 

316,373

 

 

 

297,402

 

 

 

295,920

 

 

 

300,396

 

Impairment of goodwill and long-lived assets

  25,962    100,129    58,246    6,488    355  

 

61,208

 

 

 

-

 

 

 

25,962

 

 

 

100,129

 

 

 

58,246

 

Restructuring and other expense (income)

  7,177    6,927    (1,876)   2,689    5,834  
 

 

  

 

  

 

  

 

  

 

 

Restructuring and other expense (income), net

 

(7,421

)

 

 

6,411

 

 

 

7,177

 

 

 

6,927

 

 

 

(1,876

)

Operating income

  122,052    60,557    135,753    129,142    101,610  

 

141,610

 

 

 

213,121

 

 

 

122,052

 

 

 

60,557

 

 

 

135,753

 

Miscellaneous income

  11,267    795    16,963    1,452    2,319  

Miscellaneous income, net

 

2,996

 

 

 

3,764

 

 

 

11,267

 

 

 

795

 

 

 

16,963

 

Interest expense

  (31,670)   (35,800)   (26,671)   (23,918)   (19,497) 

 

(38,675

)

 

 

(29,796

)

 

 

(31,670

)

 

 

(35,800

)

 

 

(26,671

)

Equity in net income of unconsolidated affiliates

  114,966    87,476    91,456    94,624    92,825  

 

103,139

 

 

 

110,038

 

 

 

114,966

 

 

 

87,476

 

 

 

91,456

 

 

 

  

 

  

 

  

 

  

 

 

Earnings before income taxes

  216,615    113,028    217,501    201,300    177,257  

 

209,070

 

 

 

297,127

 

 

 

216,615

 

 

 

113,028

 

 

 

217,501

 

Income tax expense

  58,987    25,772    57,349    64,465    51,904  

 

8,220

 

 

 

79,190

 

 

 

58,987

 

 

 

25,772

 

 

 

57,349

 

 

 

  

 

  

 

  

 

  

 

 

Net earnings

  157,628    87,256    160,152    136,835    125,353  

 

200,850

 

 

 

217,937

 

 

 

157,628

 

 

 

87,256

 

 

 

160,152

 

Net earnings attributable to noncontrolling interests

  13,913    10,471    8,852    393    9,758  

 

6,056

 

 

 

13,422

 

 

 

13,913

 

 

 

10,471

 

 

 

8,852

 

 

 

  

 

  

 

  

 

  

 

 

Net earnings attributable to controlling interest

 $143,715   $76,785   $151,300   $136,442   $115,595  

$

194,794

 

 

$

204,515

 

 

$

143,715

 

 

$

76,785

 

 

$

151,300

 

 

 

  

 

  

 

  

 

  

 

 

Earnings per share – diluted:

     

Earnings per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share attributable to controlling interest

 $2.22   $1.12   $2.11   $1.91   $1.65  

$

3.09

 

 

$

3.15

 

 

$

2.22

 

 

$

1.12

 

 

$

2.11

 

 

 

  

 

  

 

  

 

  

 

 

Depreciation and amortization

 $84,699   $85,089   $79,730   $66,469   $55,873  

$

103,359

 

 

$

86,793

 

 

$

84,699

 

 

$

85,089

 

 

$

79,730

 

Capital expenditures (including acquisitions and investments)

  136,837    210,346    82,855    219,813    272,349  

 

358,716

 

 

 

68,386

 

 

 

136,837

 

 

 

210,346

 

 

 

82,855

 

Cash dividends declared

  47,949    48,308    41,816    36,471    33,441  

 

51,772

 

 

 

51,448

 

 

 

47,949

 

 

 

48,303

 

 

 

41,816

 

Per common share

 $0.76   $0.72   $0.60   $0.52   $0.48  

$

0.84

 

 

$

0.80

 

 

$

0.76

 

 

$

0.72

 

 

$

0.60

 

Average common shares outstanding – diluted

  64,755    68,483    71,664    71,314    70,252  

Average common shares outstanding - diluted

 

63,042

 

 

 

64,874

 

 

 

64,755

 

 

 

68,483

 

 

 

71,664

 

FINANCIAL POSITION

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 $915,460   $992,193   $1,198,922   $866,883   $914,239  

$

1,241,122

 

 

$

1,190,969

 

 

$

915,115

 

 

$

991,848

 

 

$

1,198,550

 

Total current liabilities

  430,078    524,392    589,663    448,914    658,263  

 

646,895

 

 

 

520,783

 

 

 

430,078

 

 

 

524,392

 

 

 

589,635

 

 

 

  

 

  

 

  

 

  

 

 

Working capital

 $485,382   $467,801   $609,259   $417,969   $255,976  

$

594,227

 

 

$

670,186

 

 

$

485,037

 

 

$

467,456

 

 

$

608,915

 

 

 

  

 

  

 

  

 

  

 

 

Total property, plant and equipment, net

 $582,838   $513,190   $498,861   $459,430   $443,077  

$

584,970

 

 

$

570,489

 

 

$

582,838

 

 

$

513,190

 

 

$

498,861

 

Total assets

  2,063,755    2,085,142    2,296,381    1,950,857    1,877,797  

 

2,621,787

 

 

 

2,325,344

 

 

 

2,061,264

 

 

 

2,082,305

 

 

 

2,293,578

 

Total debt

  583,495    670,743    666,325    521,056    533,714  

 

750,368

 

 

 

578,610

 

 

 

581,004

 

 

 

667,905

 

 

 

663,521

 

Total shareholders’ equity – controlling interest

  793,371    749,112    850,812    830,822    697,174  

Total shareholders' equity - controlling interest

 

918,769

 

 

 

951,635

 

 

 

793,371

 

 

 

749,112

 

 

 

850,812

 

Per share

 $12.89   $11.68   $12.62   $11.91   $10.27  

$

15.60

 

 

$

15.15

 

 

$

12.89

 

 

$

11.68

 

 

$

12.62

 

Common shares outstanding

  61,534    64,141    67,408    69,752    67,906  

 

58,877

 

 

 

62,802

 

 

 

61,534

 

 

 

64,141

 

 

 

67,408

 

The acquisition of the assets of AMTROL has been reflected since June 2017.  The operations of Worthington Energy Innovations, LLC (“WEI”) have been excluded since the disposal of a 65% stake of the Company in WEI in March 2018.  Worthington Specialty Processing has been reflected since March 2016 when the Company obtained effective control of this business.joint venture. The acquisition of the assets of NetBraze, LLC has been reflected since January 2016. The acquisition of the assets of the CryoScience business of Taylor Wharton has been reflected since December 2015. Our aluminum high-pressure cylinder business has been excluded since its disposal in May 2015. The Advanced Component Technologies, Inc. business has been excluded since its disposal in January 2015. The acquisition of the assets of Rome Strip Steel Company, Inc. has been reflected since January 2015. The operations of dHybrid Systems, LLC have been reflected since October 2014 when we acquired our

79.59% ownership interest.2014. The acquisition of the assets of Midstream Equipment Fabrication LLC has been reflected since August 2014.  The acquisition of the assets of James Russell Engineering Works, Inc. has been reflected since July 2014. The operations of the tank manufacturing division of Steffes Corporation have been reflected since their acquisition in March 2014. The operations of Worthington Aritas BasincliArıtaş Basınçlı Kaplar Sanayi have been reflected since January 2014 when we acquired our 75% ownership interest.2014.  Our small and medium steel high pressure industrial gas and acetylene cylinders business in North America has been excluded from consolidated operating results since its dispositiondisposal in November 2013.  TWB Company, L.L.C.L.LC. has been reflected since July 2013 when we acquired an additional 10% ownership interest bringing our total to 55%. The acquisition of the assets of Palmer Mfg. & Tank, Inc. has been reflected since April 2013. Our European air brake tank operations in Czech Republic have been excluded since their disposal in October 2012. Westerman, Inc. has been reflected since its acquisition in September 2012. Worthington Energy Innovations, formerly PSI Energy Solutions, LLC, has been reflected since March 2012 when we acquired our 75% ownership interest. Worthington Industries Engineered Cabs, formerly Angus Industries, Inc., has been reflected since its acquisition in December 2011. The propane fuel cylinders business of The Coleman Company, Inc. has been reflected since its acquisition in December 2011. STAKO sp. Z o.o. has been reflected since its acquisition in September 2011. The BernzOmatic business of Irwin Industrial Tool Company has been reflected since its acquisition in July 2011.


Item 7. –Management’s– Management’s Discussion and Analysis ofof Financial Condition and Results of Operations

Selected statements contained in this “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based, in whole or in part, on management’s beliefs, estimates, assumptions and currently available information. For a more detailed discussion of what constitutes a forward-looking statement and of some of the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the “Safe Harbor Statement” in the beginning of this Annual Report on Form 10-K and “Part I –- Item 1A. –- Risk Factors” of this Annual Report on Form 10-K.

Introduction

Worthington Industries, Inc. is a corporation formed under the laws of the State of Ohio (individually, the “Registrant” or “Worthington Industries” or, collectively with the subsidiaries of Worthington Industries, Inc., “we,” “our,” “Worthington” or the “Company”).  Founded in 1955, Worthington is primarily a diversified metals manufacturing company, focused on value-added steel processing and manufactured metal products.  Our manufactured metal products include: pressure cylinders for liquefied petroleum gas (“LPG”), compressed natural gas (“CNG”), oxygen, refrigerant and other industrial gas storage; water well tanks for commercial and residential uses; hand torches and filled hand torch cylinders; propane-filled camping cylinders; helium-filled balloon kits; steel and fiberglass tanks and processing equipment primarily for the oil and gas industry; cryogenic pressure vessels for liquefied natural gas (“LNG”) and other gas storage applications; engineered cabs and operator stations and cab components; and, through our joint ventures, suspensioncomplete ceiling grid systems for concealed and lay-in panel ceilings;solutions; laser welded blanks; light gauge steel framing for commercial and residential construction; and current and past model automotive service stampings.  Our number one goal is to increase shareholder value, which we seek to accomplish by optimizing existing operations, developing and commercializing new products and applications, and pursuing strategic acquisitions and joint ventures.

As of May 31, 2016,2018, excluding our joint ventures, we operated 3136 manufacturing facilities worldwide, principally in three operating segments, which correspond with our reportable business segments: Steel Processing, Pressure Cylinders and Engineered Cabs. Our remaining operating segments, which do not meet the applicable aggregation criteria or quantitative thresholds for separate disclosure, are combined and reported in the “Other” category. These include Construction Services and Worthington Energy Innovations (“WEI”). The Company is in the process of exiting the businesses within Construction Services.

We also held equity positions in 12 activenine joint ventures, which operated 5149 manufacturing facilities worldwide, as of May 31, 2016. Six2018.  Three of these joint ventures are consolidated within Steel Processing with the equity owned by the other joint venture member(s) shown as noncontrolling interests in our consolidated balance sheets, and the other joint venture member(s)’ portion of net earnings and other comprehensive income shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively.  The remaining six of these joint ventures are unconsolidated and accounted for using the equity method.

Overview

Performance was steady duringOverview

The Company delivered overall sales growth of 19% for fiscal 2016 despite challenging market conditions resulting from lower2018 compared to fiscal 2017, driven by the June 2, 2017, acquisition of New AMTROL Holdings, Inc. and its subsidiaries (collectively “AMTROL”). Also contributing to sales growth were higher average steel and oil prices. A higher spread between averagedirect selling prices in Steel Processing and material cost and improved operationshigher volumes in the consumer and industrial products businesses within Pressure Cylinders.  Operating results were mixed, as contributions from AMTROL and near record performance in the consumer and industrial products businesses in Pressure Cylinders helpedwere more than offset by an overall decline in earnings at Steel Processing and significant impairment charges related to offsetplans to sell the Company’s cryogenics business in Turkey and certain oil & gas asset groups within Pressure Cylinders.  Lower direct spreads and lower tolling volumes weighed on Steel Processing’s results, offsetting the favorable impact of inventory holding losses in Steel Processing and lower volume in the Oil & Gas Equipment business within Pressure Cylinders. Demand remained steady in most of our key end markets, with the exception of the oil and gas equipment and agricultural end markets.

gains resulting from rising steel prices.  Equity in net income of unconsolidated affiliates (“equity income”) was up 31%decreased from fiscal 2017 as higher steel prices compressed margins at our Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) joint venture, and additional allocations resulting from a new cost sharing agreement between its owners were absorbed by WAVE.  The enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) also had a significant favorable impact on net income.  As a result of the TCJA, the Company elected to pass on a portion of the expected cash savings resulting from the lower statutory federal corporate income tax rate in the form of a one-time bonus to non-executive employees, which reduced pre-tax earnings by $5.5 million in the fourth quarter of fiscal 2016 to $115.0 million on higher contributions from all of our unconsolidated joint ventures. Strong automotive and construction markets and lower steel costs have benefited these businesses. We received distributions of $86.5 million from our unconsolidated affiliates during fiscal 2016.

2018. See Recent Business Developments for further discussion of these and other factors affecting the Company’s results.


Recent Business Developments

Effective June 1, 2017, the Company made certain organizational changes impacting the internal reporting and management structure of Worthington Steelpac Systems, LLC (“Packaging Solutions”).  As a result of these organizational changes, management responsibilities and internal reporting were realigned, moving Packaging Solutions from the Steel Processing operating segment to the Engineered Cabs operating segment.  Previously reported segment results have not been restated to conform to this new presentation and are immaterial for all periods presented.

On December 7, 2015,June 2, 2017, the Company completedacquired AMTROL, a leading manufacturer of pressure cylinders and water system tanks with operations in the acquisition of the global CryoScience business of Taylor Wharton, including a manufacturing facility in Theodore, Alabama,U.S. and Europe.  The total purchase price was approximately $291.9 million after adjusting for $30.6 million.excess working capital, and was funded primarily by cash on hand.  The asset purchase was made pursuant to the Chapter 11 bankruptcy proceedings of Taylor Wharton. The acquired net assets became part of the Pressure Cylinders operating segment upon closing.at closing, with the well water and expansion tank operations aligning under the consumer products business and the refrigerant, liquid propane and industrial and specialty gas operations aligning under the industrial products business.

On July 28, 2017, Worthington Industries completed the public offering of $200.0 million aggregate principal amount of senior unsecured notes.  The notes bear interest at a rate of 4.300% and mature on August 1, 2032.

On January 15, 2016,September 27, 2017, the Board of Directors of Worthington Industries (the “Board”) authorized the repurchase of up to an additional 6,828,855 of Worthington Industries’ common shares.  During fiscal 2018, the Company acquiredrepurchased a total of 4,375,000 common shares for $204.3 million at an average price of $46.69 per share.  The total number of common shares available for repurchase at May 31, 2018 was 6,500,000.

On November 20, 2017, the Company announced that its Worthington Armstrong Venture (“WAVE”) joint venture had agreed to sell its international operations to the Knauf Group, a family-owned manufacturer of building materials headquartered in Germany.  The Company expects to receive proceeds of approximately $45 million for its 50% share of the WAVE operations being sold.  The transaction is subject to regulatory approvals and other customary closing conditions and is anticipated to close before the end of calendar 2018.

On December 22, 2017, the TCJA was enacted into law.  Among other things, the TCJA lowered the U.S. corporate federal corporate income tax rate from 35% to 21% effective January 1, 2018.  Our best estimate of the Company’s ongoing effective income tax rate as a result of the tax reform legislation is 24% beginning in fiscal 2019.  Results for the full fiscal year ended May 31, 2018 reflected only five months of the lower rate. For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note L – Income Taxes” of this Annual Report on Form 10-K.

On January 16, 2018, the Company amended its accounts receivable securitization facility (the “AR Facility”), reducing the borrowing capacity from $100.0 million to $50.0 million and extending the maturity to January 2019.

On February 16, 2018, the Company amended its revolving credit facility, extending the maturity by three years to February 2023.  Borrowing capacity remained unchanged at $500.0 million.

During the fourth quarter of fiscal 2018, management committed to plans to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment assets within Pressure Cylinders.  As all of the criteria for classification as assets held for sale were met in both instances, the net assets of NetBraze, LLC, a manufacturer of brazing alloys, silver brazing filler metals, solders and fluxes, for $3.4 million. The acquired net assets became part of the Pressure Cylinders operating segment upon closing.

As of March 1, 2016, the Company reached an agreement with United States Steel Corporation (“U.S. Steel”), its partner in the Worthington Specialty Processing (“WSP”) joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. As a result, WSP’s resultseach asset group have been presented separately as assets held for sale in our consolidated within the financial results of Steel Processing since that date, with the minority member’s portion of earnings eliminated within earnings attributable to noncontrolling interest. In the periods prior to March 1, 2016, WSP’s results had been accounted for under the equity method. As required by the applicable accounting guidance, a pre-tax gain of $6.9 million was recognized for the difference between the fair value of the Company’s previously-held ownership interest in WSP and its carrying value at the acquisition date. The gain was recorded in miscellaneous income, below operating income. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel.balance sheets.  

On June 29, 2016,27, 2018, the Board declared a quarterly dividend of $0.20$0.23 per share, an increase of $0.01$0.02 per share from the previous quarterly rate.  The dividend is payable on September 29, 201628, 2018 to shareholders of record on September 15, 2016.14, 2018.

During fiscal 2016, we repurchased a total of 3,500,000 common shares for $99.8 million at an average price of $28.53.


Market & Industry Overview

We sell our products and services to a diverse customer base and a broad range of end markets.  The breakdown of our net sales by end market for fiscal 20162018 and fiscal 20152017 is illustrated in the following chart:

 

The automotive industry is one of the largest consumers of flat-rolled steel, and thus the largest end market for our Steel Processing operating segment.  Approximately 65%59% of the net sales of our Steel Processing operating segment are to the automotive market.  North American vehicle production, primarily by Ford, General Motors and FCA US Ford and General Motors (the “Detroit Three automakers”), has a considerable impact on the activity within this operating segment.  The majority of the net sales of three of our unconsolidated joint ventures are also to the automotive end market.

Approximately 10%13% of the net sales of our Steel Processing operating segment 52%and 41% of the net sales of our Engineered Cabs operating segment and substantially all of the net sales of our Construction Services operating segment are to the construction market.  The construction market is also the predominant end market for two of our unconsolidated joint ventures: WAVE and ClarkDietrich.  While the market price of steel significantly impacts these businesses, there are other key indicators that are meaningful in analyzing construction market demand, including U.S. gross domestic product (“GDP”), the Dodge Index of construction contracts and, in the case of ClarkDietrich, trends in the relative price of framing lumber and steel.

Substantially all of the net sales of our Pressure Cylinders operating segment, and approximately 25%28% and 48%59% of the net sales of our Steel Processing and Engineered Cabs operating segments, respectively, are to other markets such as consumer products, industrial, lawn and garden, agriculture, oil and& gas equipment, heavy truck, mining, forestry and appliance.  Given the many different products that make up these net sales and the wide variety of end markets, it is very difficult to detail the key market indicators that drive this portion of our business.  However, we believe that the trend in U.S. GDP growth is a good economic indicator for analyzing the demand of these operating segments.end markets.

We use the following information to monitor our costs and demand in our major end markets:

 

   2016  2015  2014  2016 vs.
2015		  2015 vs.
2014		 

U.S. GDP (% growth year-over-year)1

   1.2%   2.5%   1.7%   -1.3%   0.8% 

Hot-Rolled Steel ($ per ton)2

  $442   $591   $651   ($149)  ($60) 

Detroit Three Auto Build (000’s vehicles)3

   9,346    9,069    9,029    277    40  

No. America Auto Build (000’s vehicles)3

   17,736    17,145    16,414    591    731  

Zinc ($ per pound)4

  $0.82   $0.98   $0.86   ($0.16)  $0.12  

Natural Gas ($ per mcf)5

  $2.28   $3.60   $4.08   ($1.32)  ($0.48) 

On-Highway Diesel Fuel Prices ($ per gallon)6

  $2.40   $3.38   $3.91   ($0.98)  ($0.53) 

Crude Oil – WTI ($ per barrel)6

  $42.67   $73.16   $100.49   ($30.49)  ($27.33) 

 

 

2018

 

 

2017

 

 

2016

 

 

2018 vs. 2017

 

 

2017 vs. 2016

 

U.S. GDP (% growth year-over-year) 1

 

 

2.5

%

 

 

1.6

%

 

 

1.9

%

 

 

0.9

%

 

 

-0.3

%

Hot-Rolled Steel ($ per ton) 2

 

$

687

 

 

$

593

 

 

$

437

 

 

$

94

 

 

$

156

 

Detroit Three Auto Build (000's vehicles) 3

 

 

8,577

 

 

 

9,216

 

 

 

9,296

 

 

 

(639

)

 

 

(80

)

No. America Auto Build (000's vehicles) 3

 

 

16,996

 

 

 

18,329

 

 

 

18,181

 

 

 

(1,333

)

 

 

148

 

Zinc ($ per pound) 4

 

$

1.42

 

 

$

1.13

 

 

$

0.80

 

 

$

0.29

 

 

$

0.33

 

Natural Gas ($ per mcf) 5

 

$

2.89

 

 

$

3.01

 

 

$

2.31

 

 

$

(0.12

)

 

$

0.70

 

On-Highway Diesel Fuel Prices ($ per gallon) 6

 

$

2.87

 

 

$

2.58

 

 

$

2.40

 

 

$

0.29

 

 

$

0.18

 

Crude Oil - WTI ($ per barrel) 6

 

$

56.75

 

 

$

48.80

 

 

$

42.67

 

 

$

7.95

 

 

$

6.13

 

 

1

2017/2016 figures based on revised actuals 2 CRU Hot-Rolled Index; period average 3 IHS Global 4 LME Zinc; period average   5 NYMEX Henry Hub Natural Gas; period average 6 Energy Information Administration; period average


1 2015/2014 figures based on revised actuals    2 CRU Hot-Rolled Index; period average    3 IHS Global    4 LME Zinc; period average    5 NYMEX Henry Hub Natural Gas; period average    6 Energy Information Administration; period average

U.S. GDP growth rate trends are generally indicative of the strength in demand and, in many cases, pricing for our products.  A year-over-year increase in U.S. GDP growth rates is indicative of a stronger economy, which generally increases demand and pricing for our products.  Conversely, decreasing U.S. GDP growth rates generally indicate a weaker economy.  Changes in U.S. GDP growth rates can also signal changes in conversion costs related to production and in selling, general and administrative (“SG&A”) expense.

The market price of hot-rolled steel is one of the most significant factors impacting our selling prices and operating results.  When steel prices fall, we typically have higher-priced material flowing through cost of goods sold, while selling prices compress to what the market will bear, negatively impacting our results.  On the other hand, in a rising price environment, our results are generally favorably impacted, as lower-priced material purchased in previous periods flows through cost of goods sold, while our selling prices increase at a faster pace to cover current replacement costs.  The rapid rise in steel prices experienced during the fourth quarter of fiscal 2018 is expected to continue to result in inventory holding gains in the first quarter of fiscal 2019.

The following table presents the average quarterly market price per ton of hot-rolled steel during fiscal 2016,2018, fiscal 20152017 and fiscal 2014:2016:

 

  Fiscal Year 

 

Fiscal Year

 

(Dollars per ton 1)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

1st Quarter

  $461    $670    $627  

 

$

604

 

 

$

617

 

 

$

461

 

2nd Quarter

  $419    $651    $651  

 

$

608

 

 

$

511

 

 

$

419

 

3rd Quarter

  $381    $578    $669  

 

$

674

 

 

$

608

 

 

$

381

 

4th Quarter

  $507    $464    $655  

 

$

860

 

 

$

636

 

 

$

486

 

Annual Avg.

  $442    $591    $651  

 

$

687

 

 

$

593

 

 

$

437

 

 

1 CRU Hot-Rolled Index

CRU Hot-Rolled Index

No single customer contributedaccounted for more than 10% of our consolidated net sales during fiscal 2016.2018.  While our automotive business is largely driven by the production schedules of the Detroit Three automakers, our customer base is much broader and includes other domestic manufacturers and many of their suppliers.  During fiscal 2016,2018, vehicle production for the Detroit Three automakers was up 3%.off 7% from the record levels achieved in fiscal 2017, while North American vehicle production as a whole was also increased 3%down 7%.

Certain other commodities, such as zinc, natural gas and diesel fuel, represent a significant portion of our cost of goods sold, both directly through our plant operations and indirectly through transportation and freight expense.


Results of Operations

Fiscal 20162018 Compared to Fiscal 20152017

Consolidated Operations

The following table presents consolidated operating results for the periods indicated:

 

Fiscal Year Ended May 31,

 

 Fiscal Year Ended May 31, 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions) 2016 % of
Net sales		 2015 % of
Net sales		 Increase/
(Decrease)		 

2018

 

 

Net sales

 

 

2017

 

 

Net sales

 

 

(Decrease)

 

Net sales

 $2,819.7    100.0%  $3,384.2    100.0%  $(564.5) 

$

3,581.6

 

 

 

100.0

%

 

$

3,014.1

 

 

 

100.0

%

 

$

567.5

 

Cost of goods sold

  2,367.1    83.9%   2,920.7    86.3%   (553.6) 

 

3,018.7

 

 

 

84.3

%

 

 

2,478.2

 

 

 

82.2

%

 

 

540.5

 

 

 

   

 

   

 

 

Gross margin

  452.6    16.1%   463.5    13.7%   (10.9) 

 

562.9

 

 

 

15.7

%

 

 

535.9

 

 

 

17.8

%

 

 

27.0

 

Selling, general and administrative expense

  297.4    10.5%   295.9    8.7%   1.5  

 

367.5

 

 

 

10.3

%

 

 

316.4

 

 

 

10.5

%

 

 

51.1

 

Impairment of goodwill and long-lived assets

  26.0    0.9%   100.1    3.0%   (74.1) 

 

61.2

 

 

 

1.7

%

 

 

-

 

 

 

0.0

%

 

 

61.2

 

Restructuring and other expense

  7.2    0.3%   6.9    0.2%   0.3  
 

 

   

 

   

 

 

Restructuring and other expense (income), net

 

(7.4

)

 

 

-0.2

%

 

 

6.4

 

 

 

0.2

%

 

 

(13.8

)

Operating income

  122.0    4.3%   60.6    1.8%   61.4  

 

141.6

 

 

 

4.0

%

 

 

213.1

 

 

 

7.1

%

 

 

(71.5

)

Miscellaneous income

  11.3    0.4%   0.8    0.0%   10.5  

 

3.1

 

 

 

0.1

%

 

 

3.8

 

 

 

0.1

%

 

 

(0.7

)

Interest expense

  (31.7)   -1.1%   (35.8)   -1.1%   (4.1) 

 

(38.7

)

 

 

-1.1

%

 

 

(29.8

)

 

 

-1.0

%

 

 

8.9

 

Equity in net income of unconsolidated affiliates

  115.0    4.1%   87.5    2.6%   27.5  

 

103.1

 

 

 

2.9

%

 

 

110.0

 

 

 

3.6

%

 

 

(6.9

)

Income tax expense

  (59.0)   -2.1%   (25.8)   -0.8%   33.2  

 

(8.2

)

 

 

-0.2

%

 

 

(79.2

)

 

 

-2.6

%

 

 

(71.0

)

 

 

   

 

   

 

 

Net earnings

  157.6    5.6%   87.3    2.6%   70.3  

 

200.9

 

 

 

5.6

%

 

 

217.9

 

 

 

7.2

%

 

 

(17.0

)

Net earnings attributable to noncontrolling interests

  13.9    0.5%   10.5    0.3%   3.4  

 

6.1

 

 

 

0.2

%

 

 

13.4

 

 

 

0.4

%

 

 

(7.3

)

 

 

   

 

   

 

 

Net earnings attributable to controlling interest

 $143.7    5.1%  $76.8    2.3%  $66.9  

$

194.8

 

 

 

5.4

%

 

$

204.5

 

 

 

6.8

%

 

$

(9.7

)

 

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity income by unconsolidated affiliate

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 $82.7    $70.6    $12.1  

$

77.5

 

 

 

 

 

 

$

78.3

 

 

 

 

 

 

$

(0.8

)

ClarkDietrich

  14.6     2.9     11.7  

 

9.8

 

 

 

 

 

 

 

17.3

 

 

 

 

 

 

 

(7.5

)

Serviacero

  6.3     3.3     3.0  

Serviacero Worthington

 

8.8

 

 

 

 

 

 

 

7.2

 

 

 

 

 

 

 

1.6

 

ArtiFlex

  10.3     7.2     3.1  

 

4.9

 

 

 

 

 

 

 

7.0

 

 

 

 

 

 

 

(2.1

)

WSP

  1.7     2.9     (1.2) 

Other

  (0.6)    0.6     (1.2) 

 

2.1

 

 

 

 

 

 

 

0.2

 

 

 

 

 

 

 

1.9

 

 

 

   

 

   

 

 

Total

 $115.0    $87.5    $27.5  

$

103.1

 

 

 

 

 

 

$

110.0

 

 

 

 

 

 

$

(6.9

)

 

 

   

 

   

 

 

Fiscal 20162018 net earnings attributable to controlling interest increased $66.9decreased $9.7 million overfrom fiscal 2015.2017.  Net sales and operating highlights were as follows:

Net sales increased $567.5 million over fiscal 2017. The AMTROL acquisition was the largest driver of the increase, contributing net sales of $265.2 million.  The remaining increase in net sales was driven by higher average direct selling prices in Steel Processing and higher overall volumes in Pressure Cylinders, partially offset by lower tolling volume at certain consolidated joint ventures.

Gross margin increased $27.0 million over fiscal 2017. Pressure Cylinders drove the increase, up $65.1 million, on contributions from AMTROL and higher volumes in the consumer and industrial products businesses.  Lower direct spreads and lower tolling volume at Steel Processing partially offset the overall increase in gross margin.

SG&A expense increased $51.1 million over fiscal 2017.  The increase was driven primarily by the AMTROL acquisition, which added $36.9 million to SG&A expense in fiscal 2018.  Overall, SG&A expense was 10.3% of consolidated net sales in fiscal 2018 compared to 10.5% in the prior fiscal year.

Impairment charges totaled $61.2 million, of which $52.9 million related to plans to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment asset groups within Pressure Cylinders.  For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.


•

Restructuring and other income, net totaled $7.4 million in fiscal 2018 driven by a net gain of $10.6 million related to the sale of the legacy real estate of the Company’s former stainless steel business, Precision Specialty Metals, Inc. (“PSM”), partially offset by severance expense of $2.4 million at Pressure Cylinders related to corporate management and other positions at AMTROL that were eliminated. For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note D – Restructuring and Other Expense (Income), Net” of this Annual Report on Form 10-K.

Interest expense increased $8.9 million over fiscal 2017.  The increase was primarily due to the issuance of $200.0 million of aggregate principal amount of senior unsecured notes due August 1, 2032.  For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K.

Equity income decreased $564.5$6.9 million from fiscal 2015.2017 to $103.1 million. The decrease was driven by lower average sellingcontributions from ClarkDietrich, down $7.5 million as rising steel prices compressed margins. WAVE was down slightly despite strong volumes as a new cost-sharing agreement between the joint venture and its owners resulted in Steel Processing$7.6 million of additional allocations. This run rate is expected to decline 20%-30% upon the sale of the WAVE international business which is expected to close before the end of calendar 2018.  We received distributions of $89.8 million from our unconsolidated affiliates during fiscal 2018. For additional financial information regarding our unconsolidated affiliates, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note B – Investments in Unconsolidated Affiliates” of this Annual Report on Form 10-K.

Income tax expense decreased $71.0 million from fiscal 2017 due to (i) a $38.2 million net income tax benefit from re-measuring the deferred tax balances as a result of the enactment of the TCJA, (ii) a $22.1 million tax benefit associated with the impairment charges recorded for Worthington Aritas, (iii) a lower statutory federal corporate income tax rate, and (iv) lower earnings before income taxes.  These favorable reductions were partially offset by a $12.2 million lower benefit in the current year associated with share-based payment awards, and a $6.9 million one-time mandatory deemed repatriation tax associated with the TCJA.  The TCJA lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018, which due to the market priceCompany’s fiscal year, lowered the Company’s fiscal 2018 U.S. federal blended statutory corporate income tax rate to approximately 29.2%.  However, due to the factors mentioned above, the fiscal 2018 income tax expense reflects an effective tax rate attributable to controlling interest of steel4.0% vs. 27.9% in fiscal 2017. For additional information, refer to “Item 8. – Financial Statements and by lower volume in Pressure Cylinders and Engineered Cabs, partially offset bySupplementary Data – Notes to Consolidated Financial Statements – Note L – Income Taxes” of this Annual Report on Form 10-K.

Segment Operations

Steel Processing

The following table presents a summary of operating results for our Steel Processing operating segment for the impact of acquisitions.periods indicated:

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)

2018

 

 

Net sales

 

 

2017

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

2,252.8

 

 

 

100.0

%

 

$

2,074.8

 

 

 

100.0

%

 

$

178.0

 

Cost of goods sold

 

1,968.3

 

 

 

87.4

%

 

 

1,757.0

 

 

 

84.7

%

 

 

211.3

 

Gross margin

 

284.5

 

 

 

12.6

%

 

 

317.8

 

 

 

15.3

%

 

 

(33.3

)

Selling, general and administrative expense

 

141.9

 

 

 

6.3

%

 

 

145.5

 

 

 

7.0

%

 

 

(3.6

)

Restructuring and other expense (income), net

 

(10.1

)

 

 

-0.4

%

 

 

1.8

 

 

 

0.1

%

 

 

(11.9

)

Operating income

$

152.7

 

 

 

6.8

%

 

$

170.5

 

 

 

8.2

%

 

$

(17.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

$

1,585.5

 

 

 

 

 

 

$

1,364.5

 

 

 

 

 

 

$

221.0

 

Tons shipped (in thousands)

 

3,820

 

 

 

 

 

 

 

4,070

 

 

 

 

 

 

 

(250

)

 


Gross margin decreased $10.9Net sales and operating highlights were as follows:

Net sales increased $178.0 million fromover fiscal 2015 on lower2017 driven by higher average direct selling prices, which increased net sales by $147.6 million, and higher direct volume, partially offset by an improved pricing spreadlower tolling volume due to declines at certain consolidated joint ventures. The mix of direct tons versus toll tons processed was 57% to 43% compared to 52% to 48% in Steel Processingfiscal 2017.

Operating income decreased $17.8 million from fiscal 2017 as the combined impact of lower direct spreads and lower manufacturing expenses across manytolling volume more than offset the improvement in the volume of our businesses.

SG&A expense increased $1.5 million over fiscal 2015 driven by higher profit sharing and bonus expense anddirect shipments. Unfavorable changes in product mix also contributed to the impactmargin compression. A net restructuring gain of acquisitions.

Impairment charges of $26.0 million in fiscal 2016 consisted of $23.0$10.6 million related to the impairmentsale of certain long-lived assetsthe real estate of the Company’s former stainless steel business, PSM, partially offset the overall decline in operating income.

Pressure Cylinders

The following table presents a summary of operating results for our OilPressure Cylinders operating segment for the periods indicated:

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)

2018

 

 

Net sales

 

 

2017

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

1,206.2

 

 

 

100.0

%

 

$

829.8

 

 

 

100.0

%

 

$

376.4

 

Cost of goods sold

 

936.7

 

 

 

77.7

%

 

 

625.5

 

 

 

75.4

%

 

 

311.2

 

Gross margin

 

269.5

 

 

 

22.3

%

 

 

204.3

 

 

 

24.6

%

 

 

65.2

 

Selling, general and administrative expense

 

189.8

 

 

 

15.7

%

 

 

146.8

 

 

 

17.7

%

 

 

43.0

 

Impairment of goodwill and long-lived assets

 

53.9

 

 

 

4.5

%

 

 

-

 

 

 

0.0

%

 

 

53.9

 

Restructuring and other expense, net

 

2.4

 

 

 

0.2

%

 

 

3.4

 

 

 

0.4

%

 

 

(1.0

)

Operating income

$

23.4

 

 

 

1.9

%

 

$

54.1

 

 

 

6.5

%

 

$

(30.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

$

534.9

 

 

 

 

 

 

$

338.4

 

 

 

 

 

 

$

196.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales by principal class of products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer products

$

471.2

 

 

 

 

 

 

$

315.0

 

 

 

 

 

 

$

156.2

 

Industrial products

 

526.0

 

 

 

 

 

 

 

341.2

 

 

 

 

 

 

 

184.8

 

Alternative fuels

 

109.6

 

 

 

 

 

 

 

111.3

 

 

 

 

 

 

 

(1.7

)

Oil & gas equipment

 

99.4

 

 

 

 

 

 

 

62.3

 

 

 

 

 

 

 

37.1

 

Total Pressure Cylinders

$

1,206.2

 

 

 

 

 

 

$

829.8

 

 

 

 

 

 

$

376.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units shipped by principal class of products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer products

 

72,641,033

 

 

 

 

 

 

 

60,665,420

 

 

 

 

 

 

 

11,975,613

 

Industrial products

 

17,058,745

 

 

 

 

 

 

 

10,155,628

 

 

 

 

 

 

 

6,903,117

 

Alternative fuels

 

471,653

 

 

 

 

 

 

 

512,257

 

 

 

 

 

 

 

(40,604

)

Oil & gas equipment

 

2,703

 

 

 

 

 

 

 

2,308

 

 

 

 

 

 

 

395

 

Total Pressure Cylinders

 

90,174,134

 

 

 

 

 

 

 

71,335,613

 

 

 

 

 

 

 

18,838,521

 

Net sales and operating highlights were as follows:

Net sales increased $376.4 million over fiscal 2017. AMTROL was the largest driver of the increase, contributing net sales of $265.2 million.  Strong demand in the legacy consumer and industrial products businesses and improvement at the oil & Gas Equipmentgas equipment business and $3.0 millionaccounted for the balance of the increase. Sales activity related to the September 30, 2015 closure of the Engineered Cabs facility in Florence, South Carolina. Impairment chargesAMTROL is split between consumer products and industrial products in the prior year related primarily to the impairment of goodwill and othertable above.

long-lived assets•

Operating income decreased $30.7 million from fiscal 2017 as impairment charges negatively impacted results by $53.9 million. Contributions from AMTROL and improvements in Engineered Cabs.the legacy consumer and industrial products businesses helped drive the increase in operating income, excluding the impairment charges.  Improvement in the oil & gas equipment business was largely offset by a decline in the alternative fuels business.  Fiscal 2018 impairment charges related primarily to plans to sell the Company’s cryogenics


business in Turkey and certain underperforming asset groups in the oil & gas equipment business.  For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.

Engineered Cabs

The following table presents a summary of operating results for our Engineered Cabs operating segment for the periods indicated:

 

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(In millions)

2018

 

 

Net sales

 

 

2017

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

116.6

 

 

 

100.0

%

 

$

101.4

 

 

 

100.0

%

 

$

15.2

 

Cost of goods sold

 

110.9

 

 

 

95.1

%

 

 

92.5

 

 

 

91.2

%

 

 

18.4

 

Gross margin

 

5.7

 

 

 

4.9

%

 

 

8.9

 

 

 

8.8

%

 

 

(3.2

)

Selling, general and administrative expense

 

17.1

 

 

 

14.7

%

 

 

15.4

 

 

 

15.2

%

 

 

1.7

 

Restructuring and other expense (income), net

 

(0.1

)

 

 

-0.1

%

 

 

1.2

 

 

 

1.2

%

 

 

(1.3

)

Operating loss

$

(11.3

)

 

 

-9.7

%

 

$

(7.7

)

 

 

-7.6

%

 

$

(3.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

$

55.2

 

 

 

 

 

 

$

46.1

 

 

 

 

 

 

$

9.1

 

Restructuring

Net sales and otheroperating highlights were as follows:

Net sales increased $15.2 million over fiscal 2017 on higher volume.  

Operating loss of $11.3 million was $3.6 million higher than fiscal 2017 due to higher labor and conversion costs and unfavorable margins.

Other

The Other category includes certain income and expense of $7.2 million consisted of $7.0 million in net restructuring charges relateditems not allocated to our operating segments, including costs associated with our captive insurance company.  The Other category also includes the ongoing closure of the Company’s stainless steel business, Precision Specialty Metals, Inc. (“PSM”), $1.8 million of employee severance related to workforce reduction in Oil & Gas Equipment and $3.2 million of facility exit costs related to the closure of the Florence, South Carolina facility in Engineered Cabs. A net gain of $6.9 million on asset disposals partially offset the impact of these items. The net gain was related primarily to the disposal of the remaining fixed assetsresults of our legacy Baltimore steel processing facility ($3.0 million),former Worthington Energy Innovations (“WEI”) operating segment, on a historical basis, through March 31, 2018.  The following table presents a summary of operating results for the Other category for the periods indicated:

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(In millions)

2018

 

 

Net sales

 

 

2017

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

6.0

 

 

 

100.0

%

 

$

8.0

 

 

 

100.0

%

 

$

(2.0

)

Cost of goods sold

 

2.8

 

 

 

46.7

%

 

 

3.2

 

 

 

40.0

%

 

 

(0.4

)

Gross margin

 

3.2

 

 

 

53.3

%

 

 

4.8

 

 

 

60.0

%

 

 

(1.6

)

Selling, general and administrative expense

 

18.7

 

 

 

311.7

%

 

 

8.6

 

 

 

107.5

%

 

 

10.1

 

Impairment of goodwill and long-lived assets

 

7.3

 

 

 

121.7

%

 

 

-

 

 

 

0.0

%

 

 

7.3

 

Restructuring and other expense

 

0.4

 

 

 

6.7

%

 

 

-

 

 

 

0.0

%

 

 

0.4

 

Operating loss

$

(23.2

)

 

 

-386.7

%

 

$

(3.8

)

 

 

-47.5

%

 

$

(19.4

)

Net sales and operating highlights were as follows:

Net sales decreased $2.0 million from fiscal 2017 due to the sale of WEI effective March 31, 2018.  

Operating loss of $23.2 million in fiscal 2018 was driven by lower earnings at WEI due to a $7.3 million charge for the Worthington Nitin Cylinders joint venture in India ($1.9 million),impairment of goodwill and the sale of real estate in our legacy metal framing business ($1.5 million).certain intangible assets and higher SG&A expense driven by non-allocated corporate costs. For additional information regarding the impairment charge, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note DC – RestructuringGoodwill and Other Expense”Long-Lived Assets” of this Annual Report on Form 10-K.


Fiscal 2017 Compared to Fiscal 2016

Consolidated Operations

The following table presents consolidated operating results for the periods indicated:

 

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)

2017

 

 

Net sales

 

 

2016

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

3,014.1

 

 

 

100.0

%

 

$

2,819.7

 

 

 

100.0

%

 

$

194.4

 

Cost of goods sold

 

2,478.2

 

 

 

82.2

%

 

 

2,367.1

 

 

 

83.9

%

 

 

111.1

 

Gross margin

 

535.9

 

 

 

17.8

%

 

 

452.6

 

 

 

16.1

%

 

 

83.3

 

Selling, general and administrative expense

 

316.4

 

 

 

10.5

%

 

 

297.4

 

 

 

10.5

%

 

 

19.0

 

Impairment of long-lived assets

 

-

 

 

 

0.0

%

 

 

26.0

 

 

 

0.9

%

 

 

(26.0

)

Restructuring and other expense, net

 

6.4

 

 

 

0.2

%

 

 

7.2

 

 

 

0.3

%

 

 

(0.8

)

Operating income

 

213.1

 

 

 

7.1

%

 

 

122.0

 

 

 

4.3

%

 

 

91.1

 

Miscellaneous income

 

3.8

 

 

 

0.1

%

 

 

11.3

 

 

 

0.4

%

 

 

(7.5

)

Interest expense

 

(29.8

)

 

 

-1.0

%

 

 

(31.7

)

 

 

-1.1

%

 

 

(1.9

)

Equity in net income of unconsolidated affiliates

 

110.0

 

 

 

3.6

%

 

 

115.0

 

 

 

4.1

%

 

 

(5.0

)

Income tax expense

 

(79.2

)

 

 

-2.6

%

 

 

(59.0

)

 

 

-2.1

%

 

 

20.2

 

Net earnings

 

217.9

 

 

 

7.2

%

 

 

157.6

 

 

 

5.6

%

 

 

60.3

 

Net earnings attributable to noncontrolling interests

 

13.4

 

 

 

0.4

%

 

 

13.9

 

 

 

0.5

%

 

 

(0.5

)

Net earnings attributable to controlling interest

$

204.5

 

 

 

6.8

%

 

$

143.7

 

 

 

5.1

%

 

$

60.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity income by unconsolidated affiliate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

$

78.3

 

 

 

 

 

 

$

82.7

 

 

 

 

 

 

$

(4.4

)

ClarkDietrich

 

17.3

 

 

 

 

 

 

 

14.6

 

 

 

 

 

 

 

2.7

 

Serviacero Worthington

 

7.2

 

 

 

 

 

 

 

6.3

 

 

 

 

 

 

 

0.9

 

ArtiFlex

 

7.0

 

 

 

 

 

 

 

10.3

 

 

 

 

 

 

 

(3.3

)

WSP

 

-

 

 

 

 

 

 

 

1.7

 

 

 

 

 

 

 

(1.7

)

Other

 

0.2

 

 

 

 

 

 

 

(0.6

)

 

 

 

 

 

 

0.8

 

Total

$

110.0

 

 

 

 

 

 

$

115.0

 

 

 

 

 

 

$

(5.0

)

Miscellaneous income

Fiscal 2017 net earnings attributable to controlling interest increased $10.5$60.8 million over fiscal 2015.2016.  Net sales and operating highlights were as follows:

Net sales increased $194.4 million from fiscal 2016.  The increase was driven by higher average direct selling prices in Steel Processing, which favorably impacted net sales by $156.9 million, partially offset by lower volume in Engineered Cabs and certain Pressure Cylinder businesses.  Net sales were also favorably impacted by the consolidation of the WSP joint venture effective March 1, 2016.

Gross margin increased $83.3 million over fiscal 2016. The increase was driven primarily the result of a $6.9by higher gross margin at Steel Processing, up $68.9 million pre-tax gain related toon an improved pricing spread and contributions from the consolidation of WSP.  The gain representsremaining improvement in gross margin was driven by increases in Pressure Cylinders, where strength in consumer products was partially offset by weakness in industrial products and oil & gas equipment.

SG&A expense increased $19.0 million over fiscal 2016. The consolidation of WSP and the difference between the fair valueimpact of prior year acquisitions in Pressure Cylinders accounted for $8.1 million of the Company’s previously-held ownership interestincrease.  The remaining increase in WSPSG&A expense was driven primarily by higher profit sharing and its carrying value atbonus expense and an increase in accrued legal costs, which were up a combined $14.2 million.    

Impairment charges of $26.0 million in fiscal 2016 consisted of $23.0 million related to the acquisition date.impairment of certain long-lived assets in our oil & gas equipment business and $3.0 million related to the September 30, 2015 closure of the Engineered Cabs facility in Florence, South Carolina.  For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note OC – Acquisitions”Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.


 

•

Restructuring and other expense totaled $6.4 million in fiscal 2017. A total of $3.4 million related to activities within Pressure Cylinders, including $2.0 million of costs incurred in connection with a plant consolidation at our cryogenics business in Turkey.  The remaining activity related to ongoing costs associated with previously completed plant closures in Steel Processing and Engineered Cabs.

Miscellaneous income decreased $7.5 million from fiscal 2016.  The decrease was primarily the result of a $6.9 million pre-tax gain related to the consolidation of WSP in fiscal 2016.  The gain represents the difference between the fair value of the Company’s previously-held ownership in WSP and its carrying value at the acquisition date.  

Interest expense of $31.7decreased $1.9 million was $4.1 million lower than the priorfrom fiscal year.2016.  The decrease was driven primarily by lower average debt levels as a result of a decrease in working capital requirements due to the lower average market price of steel.short-term borrowings. For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K.

Equity income increased $27.5decreased $5.0 million overfrom fiscal 20152016 to $115.0$110.0 million.  The equity portion of incomedecrease was driven by lower contributions from WAVE ClarkDietrich,due to accelerated customer purchases in the fourth quarter of fiscal 2016, lower offload business at ArtiFlex and Serviacero exceeded the prior year periodimpact of the consolidation of WSP.  The impact of these items was partially offset by $12.1 million, $11.7 million, $3.1 million and $3.0 million, respectively. The equity portion of incomehigher contributions from ClarkDietrich, includesup $2.7 million despite a $4.5 million net legal settlement gainfavorable impact related to successful disparagement litigation against several competitorslegal settlements in an industry trade association.fiscal 2016.  We received distributions of $86.5$102.0 million from our unconsolidated affiliates during fiscal 2016.2017.  For additional financial information regarding our unconsolidated affiliates, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note B – Investments in Unconsolidated Affiliates” of this Annual Report on Form 10-K.

Income tax expense increased $33.2$20.2 million over fiscal 20152016 due to higher earnings, and an approximately $5.3 million benefit related to foreign tax credits recorded in the prior year, partially offset by a $3.2$13.1 million tax benefit representing excessincrease in tax benefits fromassociated with share-based payment awards recorded inawards.  Fiscal 2017 income tax expense resulting from the adoption of new accounting guidance as described in “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards” of this Annual Report on Form 10-K.

Fiscal 2016 income tax expense reflectsreflected an effective tax rate attributable to controlling interest of 29.1%27.9% vs. 25.1%29.1% in fiscal 2015.2016.  The 29.1%27.9% rate is lower than the federal statutory income tax rate of 35% primarily as a result of lower tax rates on foreign income,benefits associated with share-based payment awards, benefits from the qualified production activities deduction, and the adoption of the new accounting guidance described above with respect to share-based payment awards,lower tax rates on foreign income, offset partially by state and local income taxes.  For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note L – Income Taxes” of this Annual Report on Form 10-K.

Segment Operations

Steel Processing

The following table presents a summary of operating results for our Steel Processing operating segment for the periods indicated:

 

Fiscal Year Ended May 31,

 

  Fiscal Year Ended May 31, 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)  2016   % of
Net sales		 2015   % of
Net sales		 Increase/
(Decrease)		 

2017

 

 

Net sales

 

 

2016

 

 

Net sales

 

 

(Decrease)

 

Net sales

  $1,843.7     100.0%  $2,145.7     100.0%  $(302.0) 

$

2,074.8

 

 

 

100.0

%

 

$

1,843.7

 

 

 

100.0

%

 

$

231.1

 

Cost of goods sold

   1,594.8     86.5%   1,910.5     89.0%   (315.7) 

 

1,757.0

 

 

 

84.7

%

 

 

1,594.8

 

 

 

86.5

%

 

 

162.2

 

  

 

    

 

    

 

 

Gross margin

   248.9     13.5%   235.2     11.0%   13.7  

 

317.8

 

 

 

15.3

%

 

 

248.9

 

 

 

13.5

%

 

 

68.9

 

Selling, general and administrative expense

   132.8     7.2%   123.4     5.8%   9.4  

 

145.5

 

 

 

7.0

%

 

 

132.8

 

 

 

7.2

%

 

 

12.7

 

Impairment of long-lived assets

   -     0.0%   3.1     0.1%   (3.1) 

Restructuring and other expense

   4.1     0.2%   -     0.0%   4.1  

 

1.8

 

 

 

0.1

%

 

 

4.1

 

 

 

0.2

%

 

 

(2.3

)

  

 

    

 

    

 

 

Operating income

  $112.0     6.1%  $108.7     5.1%  $3.3  

$

170.5

 

 

 

8.2

%

 

$

112.0

 

 

 

6.1

%

 

$

58.5

 

  

 

    

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

  $1,245.1     $1,567.3     $(322.2) 

$

1,364.5

 

 

 

 

 

 

$

1,245.1

 

 

 

 

 

 

$

119.4

 

Tons shipped (in thousands)

   3,523      3,510      13  

 

4,071

 

 

 

 

 

 

 

3,523

 

 

 

 

 

 

 

548

 


Net sales and operating highlights were as follows:

Net sales decreased $302.0increased $231.1 million fromover fiscal 2015 as lower2016 driven primarily by higher average steel prices led to lower averagedirect selling prices, reducingwhich increased net sales by approximately $260.5$156.9 million.  The remaining decrease in net salesincrease was due to higher overall volume, including $49.6 million related to the closureconsolidation of the Company’s stainless steel business, PSM, in the current year, partially offset by contributions from recent acquisitions.WSP joint venture.  The mix of direct versus toll tons processed was 52% to 48% compared to 58% to 42% compared to 59% to 41% in fiscal 2015.2016. The change in mix was driven primarily by the consolidation of WSP.

Operating income increased $3.3$58.5 million over fiscal 2015. The increase2016 on higher gross margin, partially offset by higher SG&A expense.  Favorable pricing spreads, which benefited from significant inventory holding gains in fiscal 2017 compared to inventory holding losses in fiscal 2016, and higher direct volume increased gross margin by $71.6 million and $10.8 million, respectively.  This was partially offset by higher manufacturing expenses driven by higher profit sharing and bonus expense, an improved pricing spreadincrease in healthcare costs and lower inventory holding losses. Higherproduction/start-up costs associated with new production lines at our TWB joint venture.  SG&A expense driven byincreased $12.7 million on higher allocated corporate costs, the impactconsolidation of acquisitionsWSP, and higher profit sharing and bonus expense, combined with current period restructuring activities partially offset the overall increase in operating income.expense.  Restructuring and other expense in the current periodfiscal 2017 consisted primarily of costs related to the closure of PSM ($7.0 million), which were partially offset by a net gain related to the disposal of the remaining fixed assets of our legacy Baltimorestainless steel processing facility ($3.0 million). The $3.1 million impairment charge in the prior year period related to the closure of the PSM facility.business.  

Pressure Cylinders

The following table presents a summary of operating results for our Pressure Cylinders operating segment for the periods indicated:

 

  Fiscal Year Ended May 31, 
(Dollars in millions) 2016  % of
Net sales		  2015  % of
Net sales		  Increase/
(Decrease)		 

Net sales

 $844.9    100.0%  $1,001.4    100.0%  $(156.5) 

Cost of goods sold

  649.3    76.8%   783.8    78.3%   (134.5) 
 

 

 

   

 

 

   

 

 

 

Gross margin

  195.6    23.2%   217.6    21.7%   (22.0) 

Selling, general and administrative expense

  143.8    17.0%   141.1    14.1%   2.7  

Impairment of long-lived assets

  23.0    2.7%   11.9    1.2%   11.1  

Restructuring and other expense

  0.4    0.0%   6.4    0.6%   (6.0) 
 

 

 

   

 

 

   

 

 

 

Operating income

 $28.4    3.4%  $58.2    5.8%  $(29.8) 
 

 

 

   

 

 

   

 

 

 

Material cost

 $359.8    $474.3    $(114.5) 

Net sales by principal class of products:

     

Consumer Products

 $217.4    $217.7    $(0.3) 

Industrial Products*

  406.6     413.2     (6.6) 

Mississippi*

  -     26.8     (26.8) 

Alternative Fuels

  98.7     94.5     4.2  

Oil and Gas Equipment

  90.3     230.5     (140.2) 

Cryogenics

  31.9     18.7     13.2  
 

 

 

   

 

 

   

 

 

 

Total Pressure Cylinders

 $844.9    $1,001.4    $(156.5) 
 

 

 

   

 

 

   

 

 

 

Units shipped by principal class of products:

     

Consumer Products

  45,298,605     48,964,578     (3,665,973) 

Industrial Products*

  26,493,737     26,426,519     67,218  

Mississippi*

  -     5,278,597     (5,278,597) 

Alternative Fuels

  422,630     431,954     (9,324) 

Oil and Gas Equipment

  3,668     10,246     (6,578) 

Cryogenics

  11,381     716     10,665  
 

 

 

   

 

 

   

 

 

 

Total Pressure Cylinders

  72,230,021     81,112,610     (8,882,589) 
 

 

 

   

 

 

   

 

 

 

 

Fiscal Year Ended May 31,

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)

2017

 

 

Net sales

 

 

2016

 

 

Net sales

 

 

(Decrease)

 

Net sales

$

829.8

 

 

 

100.0

%

 

$

844.9

 

 

 

100.0

%

 

$

(15.1

)

Cost of goods sold

 

625.5

 

 

 

75.4

%

 

 

649.3

 

 

 

76.8

%

 

 

(23.8

)

Gross margin

 

204.3

 

 

 

24.6

%

 

 

195.6

 

 

 

23.2

%

 

 

8.7

 

Selling, general and administrative expense

 

146.8

 

 

 

17.7

%

 

 

143.8

 

 

 

17.0

%

 

 

3.0

 

Impairment of long-lived assets

 

-

 

 

 

0.0

%

 

 

23.0

 

 

 

2.7

%

 

 

(23.0

)

Restructuring and other expense, net

 

3.4

 

 

 

0.4

%

 

 

0.4

 

 

 

0.0

%

 

 

3.0

 

Operating income

$

54.1

 

 

 

6.5

%

 

$

28.4

 

 

 

3.4

%

 

$

25.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

$

338.4

 

 

 

 

 

 

$

359.8

 

 

 

 

 

 

$

(21.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales by principal class of products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer products

$

315.0

 

 

 

 

 

 

$

293.2

 

 

 

 

 

 

$

21.8

 

Industrial products

 

341.2

 

 

 

 

 

 

 

362.7

 

 

 

 

 

 

 

(21.5

)

Alternative fuels

 

111.3

 

 

 

 

 

 

 

98.7

 

 

 

 

 

 

 

12.6

 

Oil & gas equipment

 

62.3

 

 

 

 

 

 

 

90.3

 

 

 

 

 

 

 

(28.0

)

Total Pressure Cylinders

$

829.8

 

 

 

 

 

 

$

844.9

 

 

 

 

 

 

$

(15.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units shipped by principal class of products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer products

 

60,665,420

 

 

 

 

 

 

 

61,631,907

 

 

 

 

 

 

 

(966,487

)

Industrial products

 

10,155,628

 

 

 

 

 

 

 

10,484,892

 

 

 

 

 

 

 

(329,264

)

Alternative fuels

 

512,257

 

 

 

 

 

 

 

422,630

 

 

 

 

 

 

 

89,627

 

Oil & gas equipment

 

2,308

 

 

 

 

 

 

 

3,668

 

 

 

 

 

 

 

(1,360

)

Total Pressure Cylinders

 

71,335,613

 

 

 

 

 

 

 

72,543,097

 

 

 

 

 

 

 

(1,207,484

)

 

*

Mississippi, an industrial gas facility, was sold in May 2015. It has been identified separately so as not to distort the Industrial Products comparisons as the products previously produced at the Mississippi facility have been discontinued.

Net sales and operating highlights were as follows:

Net sales decreased $156.5$15.1 million from fiscal 20152016. The decrease was driven by lower volumes in the oil & gas equipment and industrial products businesses, partially offset by improvements in consumer products and alternative fuels.  Softness in the oil & gas equipment market led to a 31%, or $28.0 million, decline in net sales.  However, this market began to show signs of improvement in the fourth quarter of fiscal 2017.  Net sales in the industrial products business were down $21.5 million on lower volume particularlydue to weaker demand for our refillable propane cylinder products, as well as softness for high pressure cylinders in the Oil & Gas Equipment business where volumes decreased 64%Europe.  Volumes in the current fiscal year were also negatively impacted by the May 2015 disposition of our high-pressure cylinders business in Mississippi, which generated sales of $26.8 million in the prior year.


•

Operating income increased $25.7 million over fiscal 2016 on lower impairment and restructuring charges, which declines a combined $20.0 million.  The remaining increase was driven by improvements in the consumer products business, up on the combined impact of higher pricing spreads and an improved product mix, partially offset by declines in the industrial products and oil & gas equipment businesses.

Operating income decreased $29.8 million from fiscal 2015 as declines in the Oil & Gas Equipment business more than offset improvements in the Industrial Products and Consumer Products businesses resulting from lower commodity input prices and lower overall manufacturing costs. Impairment charges in the current period related to the partial write-off of certain long-lived assets in the Oil & Gas Equipment business.

Engineered Cabs

The following table presents a summary of operating results for our Engineered Cabs operating segment for the periods indicated:

 

Fiscal Year Ended May 31,

 

  Fiscal Year Ended May 31, 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)  2016 % of
Net sales		 2015 % of
Net sales		 Increase/
(Decrease)		 

(In millions)

2017

 

 

Net sales

 

 

2016

 

 

Net sales

 

 

(Decrease)

 

Net sales

  $121.9    100.0%  $193.0    100.0%  $(71.1) 

$

101.4

 

 

 

100.0

%

 

$

121.9

 

 

 

100.0

%

 

$

(20.5

)

Cost of goods sold

   116.2    95.3%   180.5    93.5%   (64.3) 

 

92.5

 

 

 

91.2

%

 

 

116.2

 

 

 

95.3

%

 

 

(23.7

)

  

 

   

 

   

 

 

Gross margin

   5.7    4.7%   12.5    6.5%   (6.8) 

 

8.9

 

 

 

8.8

%

 

 

5.7

 

 

 

4.7

%

 

 

3.2

 

Selling, general and administrative expense

   18.4    15.1%   26.1    13.5%   (7.7) 

 

15.4

 

 

 

15.2

%

 

 

18.4

 

 

 

15.1

%

 

 

(3.0

)

Impairment of goodwill and long-lived assets

   3.0    2.5%   83.9    43.5%   (80.9) 

Restructuring and other expense (income)

   3.6    3.0%   (0.3)   -0.2%   3.9  
  

 

   

 

   

 

 

Impairment of long-lived assets

 

-

 

 

 

0.0

%

 

 

3.0

 

 

 

2.5

%

 

 

(3.0

)

Restructuring and other expense

 

1.2

 

 

 

1.2

%

 

 

3.6

 

 

 

3.0

%

 

 

(2.4

)

Operating loss

  $(19.3)   -15.8%  $(97.2)   -50.4%  $77.9  

$

(7.7

)

 

 

-7.6

%

 

$

(19.3

)

 

 

-15.8

%

 

$

11.6

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material cost

  $57.3    $89.3    $(32.0) 

$

46.1

 

 

 

 

 

 

$

57.3

 

 

 

 

 

 

$

(11.2

)

Net sales and operating highlights were as follows:

Net sales decreased $71.1$20.5 million from fiscal 20152016 on lower volumes due to declines in market demand in most lines of business combined with the impact of the January 2015 sale of the assets of Advanced Component Technologies, Inc. and the September 2015 closure of the Florence, South Carolina facility.demand.

Operating loss decreased $77.9improved $11.6 million from fiscal 2015 due primarily to $7.7 million on lower impairment and restructuring charges. Excludingcharges and the impact of impairmentcost reduction efforts, which led to margin improvements and restructuring charges, the operating loss was $0.9 million lower than fiscal 2015 as a result of lower16% decline in SG&A expense, partially offset by a decrease in gross margin. Fiscal 2016 impairment charges consisted of $3.0 million related to the closure of the Florence, South Carolina facility. Impairment charges in the prior year consisted of $44.9 million for the full write off of goodwill and $39.0 million for other long-lived assets. For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.expense.

Other

The Other category includesincluded the Construction Services and WEI operating segments, which do not meet the quantitative thresholdssegment for separate disclosure.both fiscal 2017 and fiscal 2016.  Certain income and expense items not allocated to our operating segments are also included in the Other category, including costs associated with our captive insurance company.  The following table presents a summary of operating results for the Other category foralso includes the periods indicated:

   Fiscal Year Ended May 31, 
(Dollars in millions)  2016  % of
Net sales		  2015  % of
Net sales		  Increase/
(Decrease)		 

Net sales

  $9.2    100.0%  $44.1    100.0%  $(34.9) 

Cost of goods sold

   6.9    75.0%   45.9    104.1%   (39.0) 
  

 

 

   

 

 

   

 

 

 

Gross margin

   2.3    25.0%   (1.8)   -4.1%   4.1  

Selling, general and administrative expense

   2.2    23.9%   5.3    12.0%   (3.1) 

Impairment of long-lived assets

   -    0.0%   1.2    2.7%   (1.2) 

Restructuring and other expense (income)

   (0.9)   -9.8%   0.7    1.6%   (1.6) 
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

  $1.0    10.9%  $(9.0)   -20.4%  $10.0  
  

 

 

   

 

 

   

 

 

 

Net sales and operating highlights were as follows:

Net sales decreased $34.9 million from fiscal 2015. The decrease was driven by a decline in both theresults of our former Construction Services business, which the Company is in the process of exiting, and the WEI business.

Operating income of $1.0 million represents a $10.0 million improvement from the $9.0 million operating loss recognized in fiscal 2015. The improvement resulted from lower losses within Construction Services, which the Company is exiting, and a net gain within restructuring and other income related to the sale of real estate in our legacy metal framing business.

Fiscal 2015 Compared to Fiscal 2014

Consolidated Operations

The following table presents consolidated operating results for the periods indicated:

  Fiscal Year Ended May 31, 
(Dollars in millions) 2015  % of
Net sales		  2014  % of
Net sales		  Increase/
(Decrease)		 

Net sales

 $3,384.2    100.0%  $3,126.4    100.0%  $257.8  

Cost of goods sold

  2,920.7    86.3%   2,633.9    84.2%   286.8  
 

 

 

   

 

 

   

 

 

 

Gross margin

  463.5    13.7%   492.5    15.8%   (29.0) 

Selling, general and administrative expense

  295.9    8.7%   300.4    9.6%   (4.5) 

Impairment of goodwill and long-lived assets

  100.1    3.0%   58.2    1.9%   41.9  

Restructuring and other expense (income)

  6.9    0.2%   (1.9)   -0.1%   8.8  
 

 

 

   

 

 

   

 

 

 

Operating income

  60.6    1.8%   135.8    4.3%   (75.2) 

Miscellaneous income

  0.8    0.0%   16.9    0.5%   (16.1) 

Interest expense

  (35.8)   -1.1%   (26.7)   -0.9%   9.1  

Equity in net income of unconsolidated affiliates

  87.5    2.6%   91.5    2.9%   (4.0) 

Income tax expense

  (25.8)   -0.8%   (57.3)   -1.8%   (31.5) 
 

 

 

   

 

 

   

 

 

 

Net earnings

  87.3    2.6%   160.2    5.1%   (72.9) 

Net earnings attributable to noncontrolling interests

  10.5    0.3%   8.9    0.3%   1.6  
 

 

 

   

 

 

   

 

 

 

Net earnings attributable to controlling interest

 $76.8    2.3%  $151.3    4.8%  $(74.5) 
 

 

 

   

 

 

   

 

 

 

Equity income by unconsolidated affiliate

     

WAVE

 $70.6    $67.1    $3.5  

ClarkDietrich

  2.9     7.0     (4.1) 

Serviacero

  3.3     7.3     (4.0) 

ArtiFlex

  7.2     3.8     3.4  

WSP

  2.9     4.1     (1.2) 

Other

  0.6     2.2     (1.6) 
 

 

 

   

 

 

   

 

 

 

Total

 $87.5    $91.5    $(4.0) 
 

 

 

   

 

 

   

 

 

 

Fiscal 2015 net earnings attributable to controlling interest decreased $74.5 million from fiscal 2014. Net sales and operating highlights were as follows:

Net sales increased $257.8 million over fiscal 2014. The increase was driven by the impact of acquisitions ($185.6 million) and higher volumes from existing operations ($123.7 million), partially offset by lower average selling prices ($51.5 million).

Gross margin decreased $29.0 million from fiscal 2014. The decrease was driven by declines in the oil and gas equipment and industrial products end markets in Pressure Cylinders, inventory holding losses in Steel Processing and higher manufacturing expenses, partially offset by contributions from recent acquisitions.

SG&A expense decreased $4.5 million from fiscal 2014 driven by lower profit sharing and bonus expense partially offset by the impact of acquisitions. In addition, the prior year period included a net pre-tax gain of $4.0 million for the favorable settlement of a legal dispute.

Impairment charges of $100.1 million consisted primarily of $83.9 million related to Engineered Cabs, including $44.9 million for the full write off of goodwill. Impairment charges in the comparable prior year period consisted primarily of $30.7 million related to the write off of certain trade name intangible assets as a result of a re-branding initiative and $19.0 million related to the Company’s 60%-owned consolidated joint venture in India. For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.

Restructuring expense of $6.5 million consisted primarily of employee severance related to workforce reductions in our Oil & Gas Equipment businesses ($2.2 million) and a net loss on the sale of the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi ($3.3 million). For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note D – Restructuring and Other Expense” of this Annual Report on Form 10-K.

Interest expense of $35.8 million was $9.1 million higher than the prior fiscal year. The increase was due to the impact of higher average debt levels and higher average interest rates resulting from an increase in the usage of long-term debt versus short-term debt. For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K.

Equity income decreased $4.0 million from fiscal 2014 to $87.5 million. The decline was due to lower equity income at Serviacero as a result of lower steel prices ($4.0 million) and lower equity income at ClarkDietrich on lower volumes ($4.1 million), partially offset by increases at WAVE ($3.5 million) and ArtiFlex ($3.4 million). We received $78.3 million in cash distributions from our unconsolidated affiliates during fiscal 2015. All joint ventures posted positive results, led by WAVE and ArtiFlex, which contributed $70.6 million and $7.2 million of equity income, respectively. For additional financial information regarding our unconsolidated affiliates, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note B – Investments in Unconsolidated Affiliates” of this Annual Report on Form 10-K.

Income tax expense decreased $31.5 million from fiscal 2014 on lower earnings and an approximately $5.3 million benefit related to foreign tax credits, offset partially by favorable tax adjustments recorded in the prior year including $7.1 million associated with the acquisition of an additional 10% interest in TWB, $2.3 million associated with the write off of an investment in a foreign subsidiary, and $2.2 million of research and development credits.

Fiscal 2015 income tax expense reflects an effective tax rate attributable to controlling interest of 25.1% vs. 27.5% in fiscal 2014. The 25.1% rate is lower than the federal statutory rate of 35% primarily as a result of benefits from the qualified production activities deduction and the benefit related to foreign tax credits, offset partially by state and local income taxes. For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note L – Income Taxes” of this Annual Report on Form 10-K.

Segment Operations

Steel Processing

The following table presents a summary of operating results for our Steel Processing operating segment, for the periods indicated:

   Fiscal Year Ended May 31, 
(Dollars in millions)  2015   % of
Net sales		  2014  % of
Net sales		  Increase/
(Decrease)		 

Net sales

  $2,145.7     100.0%  $1,936.1    100.0%  $209.6  

Cost of goods sold

   1,910.5     89.0%   1,683.7    87.0%   226.8  
  

 

 

    

 

 

   

 

 

 

Gross margin

   235.2     11.0%   252.4    13.0%   (17.2) 

Selling, general and administrative expense

   123.4     5.8%   129.7    6.7%   (6.3) 

Impairment of long-lived assets

   3.1     0.1%   7.1    0.4%   (4.0) 

Restructuring and other income

   -     0.0%   (3.4)   -0.2%   3.4  
  

 

 

    

 

 

   

 

 

 

Operating income

  $108.7     5.1%  $119.0    6.1%  $(10.3) 
  

 

 

    

 

 

   

 

 

 

Material cost

  $1,567.3     $1,392.0    $175.3  

Tons shipped (in thousands)

   3,510      3,282     228  

Net sales and operating highlights were as follows:

Net sales increased $209.6 million over fiscal 2014. The increase was driven by the impact of acquisitions ($109.9 million), higher volumes from existing operations ($60.5 million) and higher average selling prices due to product mix ($39.2 million). Excluding the impact of TWB, the mix of direct versus toll tons processed was unchanged from fiscal 2014 at 56% to 44%.

Operating income decreased $10.3 million from fiscal 2014. Gross margin declined $17.2 million ason a result of lower spreads between average selling prices and material cost due to the declining price of steel. SG&A expense declined $6.3 million as a result of lower profit sharing and bonus expense and a decrease in depreciation expense partially offset by the impact of acquisitions. Operating income in the current year included an impairment charge of $3.1 million compared to $7.1 million in the prior year. Impairment charges in both fiscal 2015 and fiscal 2014 related to the Company’s stainless steel business, PSM. Operating income in fiscal 2014 was favorably impacted by a net restructuring gain of $3.4 million, which consisted of a $4.8 million gain on the sale of the Company’s Integrated Terminals warehouse facility in Detroit, Michigan, offset by $1.4 million of severance costs accrued in connection with the closure of the Company’s Baltimore steel facility.

Pressure Cylinders

The following table presents a summary of operating results for our Pressure Cylinders operating segment for the periods indicated:

   Fiscal Year Ended May 31, 
(Dollars in millions)  2015   % of
Net sales		  2014  % of
Net sales		  Increase/
(Decrease)		 

Net sales

  $1,001.4     100.0%  $928.4    100.0%  $73.0  

Cost of goods sold

   783.8     78.3%   716.1    77.1%   67.7  
  

 

 

    

 

 

   

 

 

 

Gross margin

   217.6 ��   21.7%   212.3    22.9%   5.3  

Selling, general and administrative expense

   141.1     14.1%   126.0    13.6%   15.1  

Impairment of long-lived assets

   11.9     1.2%   32.0    3.4%   (20.1) 

Restructuring and other expense (income)

   6.4     0.6%   (0.7)   -0.1%   7.1  
  

 

 

    

 

 

   

 

 

 

Operating income

  $58.2     5.8%  $55.0    5.9%  $3.2  
  

 

 

    

 

 

   

 

 

 

Material cost

  $474.3     $426.9    $47.4  

Net sales by principal class of products:

       

Consumer Products

  $217.7     $219.4    $(1.7) 

Industrial Products*

   413.2      425.2     (12.0) 

Mississippi*

   26.8      30.2     (3.4) 

Alternative Fuels

   94.5      93.0     1.5  

Oil and Gas Equipment

   230.5      153.5     77.0  

Cryogenics

   18.7      7.1     11.6  
  

 

 

    

 

 

   

 

 

 

Total Pressure Cylinders

  $1,001.4     $928.4    $73.0  
  

 

 

    

 

 

   

 

 

 

Units shipped by principal class of products:

       

Consumer Products

   48,964,578      48,785,465     179,113  

Industrial Products*

   26,426,519      27,135,688     (709,169) 

Mississippi*

   5,278,597      6,487,361     (1,208,764) 

Alternative Fuels

   431,954      442,685     (10,731) 

Oil and Gas Equipment

   10,246      8,201     2,045  

Cryogenics

   716      88     628  
  

 

 

    

 

 

   

 

 

 

Total Pressure Cylinders

   81,112,610      82,859,488     (1,746,878) 
  

 

 

    

 

 

   

 

 

 

*

Mississippi, an industrial gas facility, was sold in May 2015. It has been identified separately so as not to distort the Industrial Products comparisons as the products previously produced at the Mississippi facility have been discontinued.

Net sales and operating highlights were as follows:

Net sales increased $73.0 million over fiscal 2014. The increase was driven by recent acquisitions ($81.3 million) and an increase in Oil & Gas Equipment sales, partially offset by lower industrial products volume and the impact of foreign currency exchange rates on European sales.

Operating income increased $3.2 million from fiscal 2014. Gross margin increased $5.3 million on contributions from recent acquisitions partially offset by high manufacturing costs in certain Oil & Gas Equipment locations and lower volume in industrial products. SG&A expense increased $15.1 million due to the impact of acquisitions and the favorable prior year impact of a $4.0 million net pre-tax litigation gain. Fiscal 2015 impairment charges of $11.9 million consisted of $6.4 million

related to the Company’s 60%-owned consolidated joint venture in India, $3.2 million related to the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, and $2.3 million for the partial impairment of intangible assets related to our dHybrid joint venture. Impairment charges in the prior year consisted primarily of $19.0 million related to the Company’s 60%-owned consolidated joint venture in India and $11.6 million related to the write off of certain trade name intangible assets as a result of a re-branding initiative. Restructuring expense of $6.4 million consisted primarily of employee severance related to workforce reductions in our Oil & Gas Equipment businesses ($2.2 million) and a net loss on the sale of the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi ($3.3 million).

Engineered Cabs

The following table presents a summary of operating results for our Engineered Cabs operating segment for the periods indicated:

   Fiscal Year Ended May 31, 
(Dollars in millions)  2015  % of
Net sales		  2014  % of
Net sales		  Increase/
(Decrease)		 

Net sales

  $193.0    100.0%  $200.5    100.0%  $(7.5) 

Cost of goods sold

   180.5    93.5%   177.3    88.4%   3.2  
  

 

 

   

 

 

   

 

 

 

Gross margin

   12.5    6.5%   23.2    11.6%   (10.7) 

Selling, general and administrative expense

   26.1    13.5%   30.6    15.3%   (4.5) 

Impairment of goodwill and long-lived assets

   83.9    43.5%   19.1    9.5%   64.8  

Restructuring and other income

   (0.3)   -0.2%   -    0.0%   (0.3) 
  

 

 

   

 

 

   

 

 

 

Operating loss

  $(97.2)   -50.4%  $(26.5)   -13.2%  $(70.7) 
  

 

 

   

 

 

   

 

 

 

Material cost

  $89.3    $90.9    $(1.6) 

Net sales and operating highlights were as follows:

Net sales decreased $7.5 million from fiscal 2014. The decrease was driven by lower tooling revenue from startup programs and the January 2015 sale of the assets of Advanced Component Technologies, Inc.

Operating loss increased $70.7 million over fiscal 2014 on higher impairment charges, which were up $64.8 million. Excluding the impact of impairment charges, operating loss increased $6.0 million largely due to lower average selling prices and higher operating costs at the facility in Florence, South Carolina. Fiscal 2015 impairment charges consisted of $44.9 million for the full write off of goodwill and $39.0 million for other long-lived assets. Impairment charges in the prior year consisted of $19.1 million related to the write off of certain trade name intangible assets in connection with a re-branding initiative. For additional information regarding these impairment charges, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.

Other

The Other category includes the Construction Services and WEI operating segments, which do not meet the quantitative thresholds for separate disclosure. Certain income and expense items not allocated to our operating segments are also included in the Other category.historical basis, through May 31, 2016.  The following table presents a summary of operating results for the Other category for the periods indicated:

 

Fiscal Year Ended May 31,

 

  Fiscal Year Ended May 31, 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

Increase/

 

(Dollars in millions)  2015 % of
Net sales		 2014 % of
Net sales		 Increase/
(Decrease)		 

(In millions)

2017

 

 

Net sales

 

 

2016

 

 

Net sales

 

 

(Decrease)

 

Net sales

  $44.1    100.0%  $61.4    100.0%  $(17.3) 

$

8.0

 

 

 

100.0

%

 

$

9.2

 

 

 

100.0

%

 

$

(1.2

)

Cost of goods sold

   45.9    104.1%   56.9    92.7%   (11.0) 

 

3.2

 

 

 

40.0

%

 

 

6.9

 

 

 

75.0

%

 

 

(3.7

)

  

 

   

 

   

 

 

Gross margin

   (1.8)   -4.1%   4.5    7.3%   (6.3) 

 

4.8

 

 

 

60.0

%

 

 

2.3

 

 

 

25.0

%

 

 

2.5

 

Selling, general and administrative expense

   5.3    12.0%   14.1    23.0%   (8.8) 

 

8.6

 

 

 

107.5

%

 

 

2.2

 

 

 

23.9

%

 

 

6.4

 

Impairment of long-lived assets

   1.2    2.7%   -    0.0%   1.2  

Restructuring and other expense

   0.7    1.6%   2.2    3.6%   (1.5) 
  

 

   

 

   

 

 

Operating loss

  $(9.0)   -20.4%  $(11.8)   -19.2%  $2.8  
  

 

   

 

   

 

 

Restructuring and other income

 

-

 

 

 

0.0

%

 

 

(0.9

)

 

 

-9.8

%

 

 

(0.9

)

Operating income (loss)

$

(3.8

)

 

 

-47.5

%

 

$

1.0

 

 

 

10.9

%

 

$

(4.8

)

Net sales and operating highlights were as follows:

Net sales decreased $17.3$1.2 million from fiscal 2014.2016.  The decrease was driven by declines in boththe exit of the Construction Services and WEI businesses.business, partially offset by improvement at WEI.

Operating loss decreased $2.8of $3.8 million in fiscal 2017 was driven primarily by higher SG&A expense, up $6.4 million due primarily to higher profit sharing and bonus expense and an increase in accrued legal costs.  Gross margin increased $2.5 million on higher contributions from fiscal 2014. The improvement resulted fromWEI and a lower losses withinloss in the Construction Services partially offset by impairment chargesbusiness, which ceased operations during the first quarter of $1.2 million related to the military construction business.fiscal 2017.


Liquidity and Capital Resources

During fiscal 2016, 2018, we generated $413.3$281.3 million inof cash from operating activities, spent $34.2$285.0 million on acquisitionsto acquire AMTROL, net of cash acquired, and invested $97.0$76.1 million in property, plant and equipment. Additionally, we repurchased 3,500,0004,375,000 of our common shares for $99.8$204.3 million, repaid $85.8$32.1 million in short-term borrowings and long-term debt and paid $47.2$51.4 million of dividends.dividends on our common shares.  The following table summarizes our consolidated cash flows for each period shown:

 

Fiscal Year Ended

 

  Fiscal Year
Ended May 31,		 

May 31,

 

(in millions)  2016 2015 

2018

 

 

2017

 

 

2016

 

Net cash provided by operating activities

  $413.3   $214.4  

$

281.3

 

 

$

335.7

 

 

$

413.3

 

Net cash used by investing activities

   (127.0)   (203.1) 

 

(337.4

)

 

 

(63.0

)

 

 

(127.0

)

Net cash used by financing activities

   (233.2)   (170.3) 

 

(100.0

)

 

 

(78.8

)

 

 

(233.2

)

  

 

  

 

 

Increase (decrease) in cash and cash equivalents

   53.1    (159.0) 

 

(156.1

)

 

 

193.9

 

 

 

53.1

 

Cash and cash equivalents at beginning of period

   31.1    190.1  

 

278.1

 

 

 

84.2

 

 

 

31.1

 

  

 

  

 

 

Cash and cash equivalents at end of period

  $84.2   $31.1  

$

122.0

 

 

$

278.1

 

 

$

84.2

 

  

 

  

 

 

We believe we have access to adequate resources to meet our needs for normal operating costs, capital expenditures, debt repayments, dividend payments and working capital for our existing businesses.  These resources include cash and cash equivalents, cash provided by operating activities and unused lines of credit.  We also believe we have adequate access to the financial markets to allow us to be in a position to sell long-term debt or equity securities. We routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. However, uncertaintyshould we seek such additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and volatility insuch additional equity or debt financing could dilute the financial markets may impactinterests of our ability to access capital and the terms under which we can do so.

existing shareholders and/or increase our interest costs.  

Operating activitiesActivities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions.  We rely on cash and short-term borrowings to meet cyclical increases in working capital needs.  These needs generally rise during periods of increased economic activity or increasing raw material prices, due torequiring higher levels of inventory and accounts receivable.  During economic slowdowns or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

Net cash provided by operating activities was $413.3$281.3 million during fiscal 2016 2018 compared to $214.4$335.7 million in fiscal 2015.2017.  The $198.9$54.4 million increasedecrease in net cash provided by operating activities in fiscal 2018 was driven primarily by declininghigher working capital resulting from higher average steel prices and lower distributions from unconsolidated joint ventures.  Net cash provided by operating activities in fiscal 2017 was affected by an increase in working capital levels as a result of lowerhigher average steel prices, andpartially offset by higher earnings.net earnings as compared to fiscal 2016.

Investing activitiesActivities

Net cash used by investing activities was $127.0$337.4 million during fiscal 20162018 compared to $203.1$63.0 million in fiscal 2015.2017, an increase of $274.4 million.  The decrease of $76.1 million increase was driven primarily by lowerthe acquisition activity in the current year. of AMTROL supplemented by higher capital expenditures, which increased $7.7 million.  During fiscal 2016,2018, we spent a combined $34.2$285.0 million, net of cash acquired, forto acquire AMTROL.  Net cash used by investing activities in fiscal 2017 was affected by the net assetsabsence of the CryoScience business of Taylor Whartonacquisitions and the net assets of NetBraze, LLC. Comparatively, during fiscal 2015, we spent a combined $105.3 million, net of cash acquired, for the net assets of Rome Strip Steel, Midstream Equipment Fabrication, LLC and James Russell Engineering Works, Inc. and our 79.59% interest in dHybrid Systems, LLC. We also madelower capital expenditures of $97.0 million and received $9.8 million in proceeds from asset sales during fiscal 2016.expenditures.  


Capital expenditures reflect cash used for investment in property, plant and equipment and are presented below by reportable business segment (this information excludes cash flows related to acquisition and divestiture activity):

 

Fiscal Year Ended

 

  Fiscal Year Ended
May 31,		 

May 31,

 

(in millions)     2016         2015    

2018

 

 

2017

 

 

2016

 

Steel Processing

  $42.1    $34.5  

$

32.0

 

 

$

40.8

 

 

$

42.1

 

Pressure Cylinders

   29.9     35.9  

 

32.7

 

 

 

24.8

 

 

 

29.9

 

Engineered Cabs

   6.9     9.0  

 

2.1

 

 

 

0.8

 

 

 

6.9

 

Other

   18.1     16.9  

 

9.3

 

 

 

2.0

 

 

 

18.1

 

  

 

   

 

 

Total Capital Expenditures

  $97.0    $96.3  
  

 

   

 

 

Total capital expenditures

$

76.1

 

 

$

68.4

 

 

$

97.0

 

Capital expenditures were $97.0$76.1 million in fiscal 2016.2018. Significant capital expenditures in fiscal 20162018 included $19.4$7.2 million for ongoing corporate renovations, $5.6 million to expand capacity at TWB, our consolidated laser blankingwelding joint venture, $5.1 million for capital improvements at Spartan, our steel coating joint venture, and $10.6$4.4 million of costs associated with the renovation of the Company’s corporate headquarters, which was purchased in fiscal 2012. Capital expenditures in fiscal 2016 also included $4.1 million of capital outlays associated with the construction offor a new cryogenics manufacturing facilitybuilding for our oil & gas equipment business in Turkey.Skiatook, Oklahoma to replace an expiring leased facility.

Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such opportunities may require additional financing.  There can be no assurance, however, that any such opportunities will arise, that any such acquisitionsacquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms when required.

Financing activitiesActivities

Net cash used by financing activities was $233.2$100.0 million in fiscal 20162018 compared to $170.3$78.8 million in the prior year.fiscal 2017. During fiscal 2016,2018, we paid $99.8$204.3 million to repurchase 3,500,0004,375,000 of our common shares, reduced short-term borrowingslong-term debt by $85.8$31.1 million, and paid dividends of $47.2$51.4 million on our common shares.

  In fiscal 2017, there were no share repurchases and repayments of short-term borrowings were lower.

Long-term debt –Our senior unsecured long-term debt is rated “investment grade” by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group. We typically use the net proceeds from long-term debt for acquisitions, refinancing of outstanding debt, capital expenditures and general corporate purposes.  As of May 31, 2016,2018, we were in compliance with our long-term financial debt covenants.  Our long-term debt agreements do not include ratings triggers or material adverse change provisions.

On July 28, 2017, we issued $200.0 million aggregate principal amount of senior unsecured notes due August 1, 2032.  The 2032 Notes bear interest at a rate of 4.300%.  The 2032 Notes were sold to the public at 99.901% of the principal amount thereof, to yield 4.309% to maturity.  We used a portion of the net proceeds from the offering to repay amounts then outstanding under our multi-year revolving credit facility and amounts then outstanding under our revolving trade accounts receivable securitization facility.

On September 26, 2014, our consolidated joint venture in Turkey, Worthington Aritas, executed a five-year term loan denominated in Euros.  As ofOn May 31, 2016, we had borrowed $28.4 million against29, 2018, the facility. The facility bears interest at a variable rate based on EURIBOR. The applicable variable rate was 1.500% at May 31, 2016. On October 15, 2014, we entered into anCompany paid off this term loan and settled the interest rate swap to fix the interest rate on 60%in anticipation of the borrowings outstanding under this facility at 2.015% starting on December 26, 2014 through September 26, 2019. Borrowings against the facility are being used for the constructionplanned sale of a new cryogenics manufacturing facility in Turkey.Worthington Aritas.  

Short-term borrowings–Our short-term debt agreements do not include ratings triggers or material adverse change provisions.  We were in compliance with our short-term financial debt covenants at May 31, 2016.2018.


Short-term borrowings at May 31, 2016, consisted of an aggregate of $2.6 million outstanding under various credit facilities maintained by our consolidated joint venture, Worthington Aritas.

We maintain a $500.0 million multi-year revolving credit facility (the “Credit Facility”) with a group of lenders that matures in April 2020.February 2023.  Borrowings under the Credit Facility typically have maturities of less thanup to one year and given that our intention has been to repay them within a year, they have been classified as short-term borrowings within current liabilities on our consolidated balance sheets. However, we can also extend the term of amounts borrowed by renewing these borrowings for the term of the Credit Facility.  We have the option to borrow at rates equal to an applicable margin over the LIBOR, Prime or Fed Funds rates.Overnight Bank Funding rate.  The applicable margin is determined by our credit rating.  There were no borrowings outstanding under the Credit Facility at May 31, 2016.2018.  As discussed in “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note F – Guarantees,” we provided $14.5 million in letters of credit for third-party beneficiaries as of May 31, 2018.  While not drawn against at May 31, 2018, $13.2 million of these letters of credit were issued against availability under the Credit Facility, leaving $486.8 million available at May 31, 2018.

We maintain a $100.0$50.0 million revolving trade accounts receivable securitization facility (the “AR Facility”) that expiresmatures in January 2018 and was available throughout fiscal 2016 and fiscal 2015.2019.  Pursuant to the terms of the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on a revolving basis, to Worthington Receivables Corporation (“WRC”), a wholly-owned, consolidated, bankruptcy-remote subsidiary.  In turn, WRC may sell without recourse, on a revolving basis, up to $100.0$50.0 million of undivided ownership interests in this pool of accounts receivable to a multi-seller, asset-backed commercial paper conduit (the “Conduit”). Purchases by the Conduit are financed with the sale of A1/P1 commercial paper.third-party bank.  We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest.  Because the amount eligible to be sold excludes receivables more than 90 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal.  The book value of the retained portion of the pool of accounts receivable approximates fair value. As of May 31, 2016,2018, no undivided ownership interests in this pool of accounts receivable had been sold.

We also had letters of credit totaling $16.4 million outstanding as of May 31, 2016. These letters of credit have been issued to third-party service providers and had no amounts drawn against them at May 31, 2016.

Common shares –We declared dividends at a quarterly rate of $0.19$0.21 per common share for each quarter of fiscal 20162018 compared to $0.18$0.20 per common share for each quarter of fiscal 2015.2017.  Dividends paid on our common shares totaled $47.2$51.4 million and $46.4$50.7 million respectively, during fiscal 20162018 and fiscal 2015.

2017, respectively. On June 29, 2011,27, 2018, the Board declared a quarterly dividend of Worthington Industries, Inc. authorized the repurchase$0.23 per common share.  The dividend is payable on September 28, 2018 to shareholders of up to 10,000,000 of our outstanding common shares of which none remained available for repurchase at May 31, 2016. During fiscal 2015, 1,722,332 common shares were repurchased under this authorization.record on September 14, 2018.

On June 25, 2014, the Board authorized the repurchase of up to 10,000,000 of the outstanding common shares of Worthington Industries Inc. and on September 27, 2017, the Board authorized the repurchase of up to an additional 10,000,0006,828,855 of our outstanding common shares.  AnThe total number of common shares available to repurchase at May 31, 2018 is 6,500,000.

During fiscal 2018, we repurchased 4,375,000 common shares having an aggregate cost of 3,500,000 and 2,453,855$204.3 million.  No common shares were repurchased under this authorization during fiscal 2016 and fiscal 2015, respectively. At May 31, 2016, 4,046,145common shares remained available for repurchase under this authorization.2017 due to the anticipated investment opportunity in AMTROL.  

The common shares available for repurchase under the current authorization currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations.factors.  Repurchases may be made on the open market or through privately negotiated transactions.

Dividend Policy

We currently have no material contractual or regulatory restrictions on the payment of dividends.  Dividends are declared at the discretion of the Board.  The Board reviews the dividend quarterly and establishes the dividend rate based upon our financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other relevant factors.  While we have paid a dividend every quarter since becoming a public company in 1968, there is no guarantee that payments of dividends will continue in the future.


Contractual Cash Obligations and Other Commercial Commitments

The following table summarizes our contractual cash obligations as of May 31, 2016.2018.  Certain of these contractual obligations are reflected in our consolidated balance sheet, while others are disclosed as future obligations in accordance with U.S. GAAP.

 

 

Payments Due by Period

 

  Payments Due by Period 

 

 

 

 

 

Less Than

 

 

1 - 3

 

 

4 - 5

 

 

After

 

(in millions)  Total   Less Than
1 Year		   2–3
Years		   4–5
Years		   After
5 Years		 

 

Total

 

 

1 Year

 

 

Years

 

 

Years

 

 

5 Years

 

Short-term borrowings

  $2.6    $2.6    $-    $-    $-  

Long-term debt

   581.4     0.9     13.1     167.1     400.3  

 

$

754.7

 

 

$

1.5

 

 

$

151.7

 

 

$

1.2

 

 

$

600.3

 

Interest expense on long-term debt

   208.7     28.6     57.1     45.6     77.4  

 

 

263.8

 

 

 

36.6

 

 

 

62.3

 

 

 

62.0

 

 

 

102.9

 

Operating leases

   41.7     9.6     15.9     10.4     5.8  

 

 

43.4

 

 

 

11.4

 

 

 

15.6

 

 

 

10.9

 

 

 

5.5

 

Royalty obligations

   12.0     2.0     4.0     4.0     2.0  

 

 

10.0

 

 

 

2.0

 

 

 

4.0

 

 

 

4.0

 

 

 

-

 

  

 

   

 

   

 

   

 

   

 

 

Total contractual cash obligations

  $846.4    $43.7    $90.1    $227.1    $485.5  

 

$

1,071.9

 

 

$

51.5

 

 

$

233.6

 

 

$

78.1

 

 

$

708.7

 

  

 

   

 

   

 

   

 

   

 

 

Interest expense on long-term debt is computed by using the fixed rates of interest on theeach tranche of long-term debt, including impacts of the related interest rate hedge.hedges.  Royalty obligations relate to a trademark license agreement executed in connection with the acquisition of Coleman Cylinders in fiscal 2012.  Due to the uncertainty regarding the timing of future cash outflows associated with the unfunded portion of our pension benefit obligations and our unrecognized tax benefits, of $2.8 million, we are unable to make a reliable estimate of the periods of cash settlement with the respective tax authorities and have not included this amountthese amounts in the contractual cash obligations table above.  For additional information, refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K – Employee Pension Plans” and “Note L – Income Taxes” of this Annual Report on Form 10-K.

The following table summarizes our other commercial commitments as of May 31, 2016.2018.  These commercial commitments are not reflected in our consolidated balance sheet.

 

 

Commitment Expiration by Period

 

  Commitment Expiration by Period 

 

 

 

 

 

Less Than

 

 

1 - 3

 

 

4 - 5

 

 

After

 

(in millions)  Total   Less Than
1 Year		   2–3
Years		   4–5
Years		   After
5 Years		 

 

Total

 

 

1 Year

 

 

Years

 

 

Years

 

 

5 Years

 

Guarantees

  $10.5    $10.5    $-    $-    $-  

 

$

8.4

 

 

$

8.4

 

 

$

-

 

 

$

-

 

 

$

-

 

Standby letters of credit

   16.4     16.4     -     -     -  

 

 

14.5

 

 

 

14.5

 

 

 

-

 

 

 

-

 

 

 

-

 

  

 

   

 

   

 

   

 

   

 

 

Total commercial commitments

  $26.9    $26.9    $-    $-    $-  

 

$

22.9

 

 

$

22.9

 

 

$

-

 

 

$

-

 

 

$

-

 

  

 

   

 

   

 

   

 

   

 

 

Off-Balance Sheet Arrangements

We do not have guarantees or other off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future effect on our consolidated financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.  However, as of May 31, 2016,2018, we were party to an operating lease for an aircraft in which we have guaranteed a residual value at the termination of the lease.  The maximum obligation under the terms of this guarantee was approximately $10.5$8.4 million at May 31, 2016. 2018.  Based on current facts and circumstances, we have estimated the likelihood of payment pursuant to this guarantee and determined that the fair value of our obligation based on the likely outcome is not material.probable and, therefore, no amount has been recognized in our consolidated financial statements.


Recently Issued Accounting Standards

In May 2014, amendednew accounting guidance was issued that replaces most existing revenue recognition guidance under U.S. GAAP.  The amendednew guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  Subsequently, additional guidance was issued on several areas including guidance intended to improve the operability and understandability of the implementation of principal versus agent considerations and clarifications on the identification of performance obligations and implementation of guidance related to licensing.  The amendednew guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations. The amended guidance permits the use of either the retrospective or cumulative effect transition method.  We have not selected a transition method nor have we determined the effect of the amendedThe Company adopted this guidance on June 1, 2018 using the cumulative effect transition method.  Based on our ongoing financial reporting.

In February 2015, amended accounting guidance was issued that revised consolidation requirementsevaluation, which included a review of significant contracts with customers across all revenue streams, it resulted in order to provide financial statement users with a more useful presentationchange in timing of an entity’s economicrevenue recognition for the toll processing and operational results. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adopton is permitted,oil & gas equipment revenue streams and the amendments may be applied using either a retrospective or modified retrospective approach. We dodid not expect the adoption of this amended accounting guidance to have a material impact on our consolidated financial position or results of operations.

In April 2015, amended accounting guidance was issued to simplify the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as  As a direct deduction from the carrying amountresult of the corresponding debt liability itself. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. Retrospective application to prior periods is required. The adoption of this guidance, the Company will not have a significant impact on our consolidated financial position and results of operations.

In July 2015, amended accounting guidance was issued regarding the measurement of inventory. The amended guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amended guidance has no impact on inventory accounted for under the last-in, first-out (LIFO) or retail inventory methods. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations.

In September 2015, amended accounting guidance was issued regarding adjustments to provisional amounts reported in conjunction with a business combination. The amended guidance requires that an acquirer in a business combination recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change, calculated as if the accounting had been completed at the acquisition date. Additionally, the amendment requires the acquirer to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustmentmake additional disclosures related to the provisional amounts had been recognizednature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers as ofrequired by the acquisition date. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations.

In November 2015, amended accounting guidance was issued that simplifies the presentation of deferred income taxes. The amended guidance requires entities with a classified balance sheet to present all deferred income tax assets and liabilities as noncurrent. The amended guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period, and the change may be applied either prospectively or retrospectively. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The adoption was on a prospective basis and therefore prior periods have not been restated.new guidance.

In February 2016, amended accounting guidance was issued that replaces most existing lease accounting guidance under U.S. GAAP.  Among other changes, the amended guidance requires that lease assets and liabilities be recognized on the balance sheet by lessees for those leases classified as operating leases under previous guidance.  The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted, and the change is to be applied using a modified retrospective approach as of the beginning of the earliest period presented.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position, and results of operations and cash flows, and we have not determined the effect of the amended guidance on our ongoing financial reporting.

In March 2016, amended accounting guidance was issued regarding derivatives instruments designated as hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and  As of itself, require dedesignationMay 31, 2018, we have operating leases with $43.4 million of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the change may be applied either prospectively or retrospectively. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations.future minimum lease payments.

In March 2016, amended accounting guidance was issued that simplifies the accounting for share-based payments. The amended guidance impacts several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The impact resulting from the adoption of this amended guidance is summarized below.

•

Income Tax Accounting – The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as an income tax benefit or expense on a prospective basis in the period of adoption. The adoption of this provision of the amended accounting guidance resulted in the recognition of excess tax benefits of $3.2 million in income tax expense, rather than in paid-in capital, during fiscal 2016. As the adoption was on a prospective basis, prior periods have not been restated.

•

Forfeitures – The Company has elected to continue to estimate the number of awards expected to vest, as permitted by the amended accounting guidance, rather than electing to account for forfeitures as they occur.

•

Statement of Cash Flows Presentation – The amended accounting guidance requires excess tax benefits to be classified as an operating activity in the statement of cash flows. Previously, excess tax benefits were presented as a cash inflow from financing activities and cash outflow from operating activities. The Company has elected to present these changes on a prospective basis and therefore prior periods have not been adjusted to conform with the current presentation.

In June 2016, amended accounting guidance was issued related to the measurement of credit losses on financial instruments.  The amended guidance changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held.  The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations; however, we do not expect the amended guidance to have a material impact on our ongoing financial reporting.

In October 2016, amended accounting guidance was issued that requires the income tax consequences of an intra-entity transfer of an asset other than inventory to be recognized when the transfer occurs.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position, results of operations and cash flows.

In November 2016, amended accounting guidance was issued that requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated cash flows.

In March 2017, amended accounting guidance was issued that requires an employer to report the service cost component of pension and postretirement benefits in the same line item as other current employee compensation costs.  Additionally, other components of net benefit cost are to be presented in the income statement separately from the service cost component and outside of income from operations.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is to be applied retrospectively for the presentation in the income statement and prospectively on and after the


effective date for the capitalization of service cost.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position, results of operations and cash flows.

In May 2017, amended accounting guidance was issued to provide guidance about which changes to the terms or conditions of a share-based payment award require application of modification accounting.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position or results of operations.

In August 2017, amended accounting guidance was issued that modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness.  The intent is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities.  The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  It is to be applied using a modified retrospective transition approach for cash flow and net investment hedges existing at the date of adoption.  The presentation and disclosure guidance is only required prospectively.  Early adoption is permitted.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting.

Environmental

We do not believe that compliance with environmental laws has or will have a material effect on our capital expenditures, future results of operations or financial position or competitive position.

Inflation

The effects of inflation on our operations were not significant during the periods presented in the consolidated financial statements.

Critical Accounting Policies

The discussion and analysis of our consolidated financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.  The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  We continually evaluate our estimates, including those related to our valuation of receivables, inventories, intangible assets, accrued liabilities, income and other tax accruals and contingencies and litigation.  We base our estimates on historical experience and various other assumptions that we believe

to be reasonable under the circumstances.  These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Critical accounting policies are defined as those that reflect our significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions.  Although actual results historically have not deviated significantly from those determined using our estimates, as discussed below, our consolidated financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such policies.  We believe the following accounting policies are the most critical to us, as these are the primary areas where financial information is subject to our estimates, assumptions and judgment in the preparation of our consolidated financial statements.

Revenue Recognition:We recognize revenue upon transfer of title and risk of loss, or in the case of toll processing revenue, upon delivery of the goods, provided evidence of an arrangement exists, pricing is fixed and determinable and the ability to collect is probable.  In circumstances where the collection of payment is not probable at the time of shipment, we defer recognition of revenue until payment is collected.  We provide for returns and allowances based on historical experience and current customer activities.  We also provide for customer rebates and sales discounts based on specific agreements and recent and anticipated levels of customer activity.

Receivables:Receivables:  In order to ensure that our receivables are properly valued, we utilize two contra-receivable accounts: returns and allowances and allowance for doubtful accounts.  Returns and allowances are used to record estimates of returns or other allowances resulting from quality, delivery, discounts or other issues affecting the value


of receivables.  This account is estimated based on historical trends and current market conditions, with the offset to net sales.

The allowance for doubtful accounts is used to record the estimated risk of loss related to the customers’ inability to pay.  This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions.  As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to SG&A expense.  Account balances are charged off against the allowance when recovery is considered remote.

We review our receivables on an ongoing basis to ensure that they are properly valued and collectible.  Based on this review, we believe our related reserves are appropriate.  The reserveallowance for doubtful accounts increaseddecreased approximately $1.5$2.8 million during fiscal 20162018 to $4.6$0.6 million.

While we believe our allowances areallowance for doubtful accounts is adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings.  If the economic environment and market conditions deteriorate, particularly in the automotive and construction end markets where our exposure is greatest, additional bad debt reserves may be required.

Inventory Valuation:  Inventories are valued at the lower of cost or market.net realizable value.  Cost is determined using the first-in, first-out method for all inventories. ThisThe assessment of net realizable value requires the use of significant estimates to determine replacement cost, cost to complete, normal profit margin and the ultimate selling price of the inventory.  No lower of cost or market adjustment was recorded in fiscal 2016. Due to a decline in steel prices in fiscal 2015, the replacement cost of our inventory was lower than what was reflected in our records at May 31, 2015. Accordingly, we recorded a lower of cost or market adjustment of $1.7 million at May 31, 2015 to reflect this lower value. The entire amount related to our Steel Processing operating segment and was recorded in cost of goods sold. We believe our inventories were valued appropriately as of May 31, 20162018 and May 31, 2015.2017.

Impairment of Definite-Lived Long-Lived Assets:  We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.  Impairment

testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount.  If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized.  An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value.

Fiscal 2018:During the fourth quarter of fiscal 2018, management committed to plans to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment assets within Pressure Cylinders.  As all of the criteria for classification as assets held for sale were met in both instances, the net assets of each asset group have been presented separately as assets held for sale in our consolidated balance sheets.  In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell.  The book value of Worthington Aritas exceeded its estimated fair market value of $9.0 million, resulting in an impairment charge of $42.4 million.  The book value of the oil & gas equipment asset group also exceeded its estimated fair market value of $21.0 million resulting in an impairment charge of $10.5 million.

During the second quarter of fiscal 2018, the Company determined that indicators of impairment were present with regard to the goodwill and intangible assets of the former WEI reporting unit.  As a result, these assets were written down to their estimated fair value resulting in an impairment charge of $7.3 million.  During the second quarter of fiscal 2018, the Company also identified the presence of impairment indicators with regard to vacant land at the oil & gas equipment facility in Bremen, Ohio, resulting in an impairment charge of $1.0 million to write the vacant land down to its estimated fair value.  

Fiscal 2016:Due to the decline in oil prices and resulting reduced demand for products, management determined that an impairment indicator was present for the long-lived assets in the Oiloil & Gas Equipmentgas equipment business within Pressure Cylinders.  The Company had tested the five asset groups in its Oiloil & Gas Equipmentgas equipment business for impairment during the fourth quarter of fiscal 2015 and again in the first quarter of fiscal 2016.  In each of these tests, the Company’s estimate of the undiscounted future cash flows for each asset group indicated that the carrying amounts were expected to be recovered as of those measurement dates.


During the second quarter of fiscal 2016, the continued decline of oil prices further reduced the demand for Oiloil & Gas Equipmentgas equipment products, causing a significant decrease in the long-term cash flow projections of that business.  Based on these revised cash flow projections, the Company determined that long-lived assets of two of the facilities with a combined carrying amount of $59.9 million were impaired and wrote them down to their estimated fair value of $36.9 million, resulting in an impairment charge of $23.0 million.  Fair value was based on expected future cash flows using Level 3 inputs under Accounting Standard Codification (“ASC”) 820.  The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections, or 13%.  Because of deteriorating market conditions (i.e., rising interest rates and declining marketplace demand), it is possible that our estimate of discounted cash flows may change resulting in the need to adjust our determination of fair value.

During the first quarter of fiscal 2016, management finalized its plan to close the Engineered Cabs facility in Florence, South Carolina and transfer the majority of the business to the Engineered Cabs facility in Greeneville, Tennessee.  Under the plan, certain machinery and equipment was transferred to the Greeneville facility to support higher volume requirements.  Management reevaluated the recoverability of the remaining assets and determined that long-lived assets with a carrying value of $4.1 million were impaired.  As a result, these long-lived assets were written down to their estimated fair value of $1.1 million resulting in an impairment charge of $3.0 million during the first quarter of fiscal 2016.  The Company ceased production at the Florence facility on September 30, 2015.2015

Fiscal 2015:    During the fourth quarter of fiscal 2015, we determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value, resulting in an impairment charge of $2.3 million.

During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs reporting unit was necessary. Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs reporting unit for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sums of the undiscounted future cash flows for the customer relationship intangible asset and the property, plant and equipment of the Florence, South Carolina facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values, resulting in impairment charges of $22.4 million for the customer relationship intangible asset and $14.3 million for the property, plant and equipment of the Florence asset group during the third quarter of fiscal 2015. As noted above, an additional impairment charge related to the Florence asset group was later recognized during the first quarter of fiscal 2016.

During the second quarter of fiscal 2015, management committed to a plan to sell the assets of the Advanced Component Technologies, Inc. business within Engineered Cabs. In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell, resulting in an impairment charge of $2.4 million. During the third quarter of fiscal 2015, the Company completed the sale of these assets and recognized a gain of $332,000.

Also during the second quarter of fiscal 2015, we determined that indicators of impairment were present at the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, and at the Company’s military construction business due to current and projected operating losses. Recoverability of the identified asset groups was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows was less than the net book value of the asset groups. In accordance with the applicable accounting guidance, the net assets were written down to their fair values, resulting in impairment charges of $3.2 million and $1.2 million, respectively.

During the fourth quarter of fiscal 2014, the Company committed to a plan to sell its 60% ownership interest in Worthington Nitin Cylinders, a consolidated joint venture in India, and PSM, a stainless steel business. Accordingly, at May 31, 2014, the net assets of these businesses were recorded as assets held for sale at the lower of their fair values or net book values, less selling costs. During the first half of fiscal 2015, changes in facts and circumstances related to these businesses indicated that the Company needed to reassess the fair value of these assets. As a result, additional impairment charges of $6.3 million and $3.1 million, respectively, were recorded.

Impairment of Indefinite-Lived Long-Lived Assets:  Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may be present.  Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit.  A reporting unit is defined as an operating segment or one level below an operating segment. With the exception of Pressure Cylinders, we test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance.  For our Pressure Cylinders operating segment, the Oiloil & Gas Equipmentgas equipment business has been treated as a separate reporting unit since the second quarter of fiscal 2016.

For goodwill and indefinite lived intangible assets, we test for impairment by completing what is referred to as the “Step 0” analysis which involves evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If our “Step 0” analysis indicates it is more likely than not that the fair value is less than the carrying amount, we would perform a quantitative impairment test. The goodwill impairment test consists of comparingquantitative analysis compares the fair value of each reporting unit determined using discounted cash flows,or indefinite-lived intangible asset to each reporting unit’sthe respective carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, there is no impairment. If the carrying amount, of the reporting unit exceeds its estimated fair value, goodwill impairment is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of the reporting unit, excluding goodwill, to its estimated fair value, with the difference representing the implied fair value of the goodwill. If the implied fair value of the goodwill is lower than its carrying value, the difference is recorded asand an impairment chargeloss is recognized in our consolidated statements of earnings. The impairment test for indefinite-lived intangible assets consists of a comparisonearnings equivalent to the excess of the carrying amount over the fair value. Fair value of the intangible asset to its carrying value. If the carrying value of the intangible asset exceeds its fair value, the difference is recordeddetermined based on discounted cash flows or appraised values, as an impairment charge in our consolidated statements of earnings.appropriate.

As a result of the fiscal 2016 impairment of the Oiloil & Gas Equipmentgas equipment assets noted above, the Company also performed an impairment review of the goodwill of the Pressure Cylinders reporting unit during the second quarter of fiscal 2016.  The Company first assessed the reporting unit structure and determined that it was no longer appropriate to aggregate the Oiloil & Gas Equipmentgas equipment component with the rest of Pressure Cylinders for purposes of goodwill impairment testing.  This determination was driven by changes in the economic characteristics of the Oiloil & Gas Equipmentgas equipment business as a result of sustained low oil prices, which now indicateindicated that the risk profile and prospects for growth and profitability of the Oil & Gas Equipment component arewere no

longer similar to the other components of our Pressure Cylinders businesses.Cylinders.  In accordance with the applicable accounting guidance, the Company allocated a portion of Pressure Cylinders goodwill totaling $26.0 million to the Oiloil & Gas Equipmentgas equipment reporting unit using a relative fair value approach.  A subsequent comparison of the fair values of the Oiloil & Gas Equipmentgas equipment and the Pressure Cylinders reporting units, determined using discounted cash flows, to their respective carrying values indicated that a step 2 calculation to quantify a potential impairment was not required.  The key assumptions that drive the fair value calculations are projected cash flows and the discount rate.  Prior to the allocation of goodwill, the Company tested the goodwill of the old Pressure Cylinders reporting unit for impairment and determined that fair value exceeded carrying value by a significant amount.

During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs reporting unit was necessary. This conclusion was based on certain indicators of impairment, including the decision to close the Company’s unprofitable Engineered Cabs facility in Florence, South Carolina, and significant downward revisions to forecasted cash flows as a result of continued weakness in the mining and agricultural end markets and higher than expected manufacturing costs.

Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs reporting unit for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows for both the customer relationship intangible asset and the property, plant and equipment of the Florence facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values, resulting in impairment charges of $22.4 million for the customer relationship intangible asset and $14.3 million for the property, plant and equipment of the Florence asset group during the third quarter of fiscal 2015.

In addition to the above, the Company also determined that sufficient indicators of potential impairment existed to require an interim goodwill analysis of the Engineered Cabs reporting unit. A comparison of the fair value of the Engineered Cabs operating segment, determined using discounted cash flows, to its carrying value indicated potential goodwill impairment. After a subsequent review of the fair value of the net assets of Engineered Cabs, it was determined that the implied fair value of goodwill was $0 and, as a result, the entire $44.9 million goodwill balance was written off during the third quarter of fiscal 2015.

We performed our annual impairment evaluation of goodwill and other indefinite-lived intangible assets during the fourth quarter of fiscal 20162018 and concluded that the fair value of each reporting unit substantially exceeded its carrying value; therefore, no additional impairment charges were recognized.For additional information on impairment, refer to “Item 8.  Financial Statements – Notes to Consolidated Financial Statements – NOTE C – Goodwill and Other Long-Lived Assets” of this Annual Report on Form 10-K.


Accounting for Derivatives and Other Contracts at Fair Value:We use derivatives in the normal course of business to manage our exposure to fluctuations in commodity prices, foreign currency exchange rates and interest rates.  Fair values for these contracts are based upon valuation methodologies deemed appropriate in the circumstances; however, the use of different assumptions could affect the estimated fair values.

Stock-Based Compensation: All share-based awards, including those to employees and non-employee directors, are recorded as expense in the consolidated statements of earnings based on the fair value of theeach award at the date of grant.  We estimate forfeitures at the date of grant based on historic experience.

Income Taxes:  In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method.  The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities.  In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some, or a portion, of the deferred tax assets will not be realized.  We provide a valuation allowance for deferred income tax assets when it is more likely than not that a portion of such deferred income tax assets will not be realized.

In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in the financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

We have reserves for taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities.  It is our policy to record these in income tax expense.  While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions.  The taxThese reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues, and release of administrative guidance or court decisions affecting a particular tax issue.

Self-Insurance Reserves: We are largely self-insured with respect to workers’ compensation, general and automobile liability, property damage, employee medical claims and other potential losses.  In order to reduce risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts.  We maintain reserves for the estimated cost to settle open claims, which includes estimates of legal costs expected to be incurred, as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates are based on actuarial valuations that take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, general economic factors and other assumptions believed to be reasonable under the circumstances.  The estimated reserves for these liabilities could be affected if future occurrences and claims differ from assumptions used and historical trends.  Facility consolidations, a focus on safety initiatives and an emphasis on property loss prevention and product quality have resulted in an improvement in our loss history and the related assumptions used to analyze many of the current self-insurance reserves.  We will continue to review these reserves on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted.

The critical accounting policies discussed herein are not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with a lesser need for our judgment in their application.  There are also areas in which our judgment in selecting an available alternative would not produce a materially different result.

Item 7A. –Quantitative– Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various market risks.  We continually monitor these risks and regularly develop appropriate strategies to manage them.  Accordingly, from time to time, we may enter into certain financial and commodity-based derivative instruments.  These instruments are used solely to mitigate market exposure and are not used for trading or speculative purposes.  Refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note P – Derivative Instruments and Hedging Activities” of this Annual Report on Form 10-K for additional information.


Interest Rate Risk

We are exposed to changes in interest rates primarily as a result of our borrowing and investing activities to maintain liquidity and fund operations.  The nature and amount of our long-term and short-term debt can be expected to fluctuate as a result of business requirements, market conditions and other factors.  We manage exposures to interest rates using a mix of fixed and variable rate debt.  We use interest rate swap instruments to manage our exposure to interest rate movements.

We entered into an interest rate swap in June 2017, in anticipation of the issuance of $200.0 million principal amount of our 2032 Notes.  Refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K for additional information regarding the 2032 Notes.  The interest rate swap had a notional amount of $150.0 million to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 2032 Notes.  Upon pricing of the 2032 Notes, the derivative instrument was settled resulting in a gain of approximately $3.1 million, which was reflected in accumulated other comprehensive loss in our consolidated statements of equity and will be recognized in earnings, as a decrease to interest expense, over the life of the related 2032 Notes.

We entered into an interest rate swap in October 2014 to hedge changes in cash flows attributable to changes in EURIBOR associated with a five-year, euro denominatedeuro-denominated term loan entered into by our

consolidated joint venture in Turkey.Worthington Aritas.  Under the terms of the swap, we receivereceived interest at a variable rate equal to the three-month EURIBOR plus 1.5% and paypaid interest at a fixed rate of 2.015%.  The interest rate swap hashad a notional amount equal to 60% of the borrowings outstanding under the facility.  Borrowings outstanding underOn May 29, 2018, in anticipation of the facility totaled $28.4 million at May 31, 2016.planned sale of our cryogenics business in Turkey, the term loan was paid off and the derivative instrument settled for an immaterial loss.

We entered into an interest rate swap in March 2014, in anticipation of the issuance of $250.0 million principal amount of our 2026 Notes.  Refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K for additional information regarding the 2026 Notes.  The interest rate swap had a notional amount of $150.0 million to hedge the risk of changes in the semi-annual interest payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 12-year fixed-rate debt.  Upon pricing of the 2026 Notes, the derivative instrument was settled and resulted in a loss of approximately $3.1 million, a significant portion of which was reflected within accumulated other comprehensive incomeloss in our consolidated statementstatements of equity and will be recognized in earnings, as an increase to interest expense, over the life of the related 2026 Notes.

We entered into a U.S. Treasury Rate-based treasury lock in April 2010, in anticipation of the issuance of $150.0 million principal amount of our 2020 Notes.  Refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note G – Debt and Receivables Securitization” of this Annual Report on Form 10-K for additional information regarding the 2020 Notes.  The treasury lock had a notional amount of $150.0 million to hedge the risk of changes in the semi-annual interest payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 10-year fixed-rate debt.  Upon pricing of the 2020 Notes, the derivative instrument was settled and resulted in a loss of approximately $1.4 million, which has been reflected within accumulated other comprehensive incomeloss in our consolidated statements of equity.  That balance is being recognized in earnings, as an increase to interest expense, over the life of the related 2020 Notes.


Foreign Currency Exchange Risk

The translation of foreign currencies into United StatesU.S. dollars subjects us to exposure related to fluctuating foreign currency exchange rates.  Derivative instruments are not used to manage this risk; however, we do make use of forward contracts to manage exposure to certain intercompany loans with our foreign affiliates as well as exposure to transactions denominated in a currency other than the related foreign affiliate’s local currency.  Such forward contracts limit exposure to both favorable and unfavorable currency exchange rate fluctuations.  At May 31, 2016,2018, the difference between the contract and book value of these instrumentsforward contracts was not material to our consolidated financial position, results of operations or cash flows.  A 10% change in the exchange rate to the U.S. dollar forward rate is not expected to materially impact our consolidated financial position, results of operations or cash flows.  A sensitivity analysis of changes in the U.S. dollar on these foreign currency-denominated contracts indicates that if the U.S. dollar uniformly weakened by 10% against all of these foreign currency exposures, the fair value of these instrumentsforward contracts would not be materially impacted.  Any resulting changes in fair value would be offset by changes in the underlying hedged balance sheet position.  A sensitivity analysis of changes in the foreign currency exchange rates of our foreign locations indicates that a 10% increase in those rates would not have materially impacted our net results.  The sensitivity analysis assumes a uniform shift in all foreign currency exchange rates.  The assumption that foreign currency exchange rates change in uniformity may overstate the impact of changing exchange rates on assets and liabilities denominated in a foreign currency.

Commodity Price Risk

We are exposed to market risk for price fluctuations on purchases of steel, natural gas, zinc and other raw materials as well as our utility requirements.  We attempt to negotiate the best prices for commodities and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of certain

commodities, including steel, natural gas, zinc and other raw materials.  These contracts covered periods commensurate with known or expected exposures throughout fiscal 2016.2019.  The derivative instruments were executed with highly rated financial institutions.  No credit loss is anticipated.  No derivatives are held for trading purposes.

A sensitivity analysis of changes in the price of hedged commodities indicates that a 10% decline in the market prices of steel, zinc, natural gas or any combination of these would not have a material impact to the value of our hedges or our reported results.

The fair values of our outstanding derivative positions as of May 31, 20162018 and 20152017 are summarized below.  Fair values of these derivatives do not consider the offsetting impact of the underlying hedged item.

 

   Fair Value At
May 31,		 
(in millions)  2016   2015 

Interest rate

  $(0.5)   $(0.2) 

Foreign currency

   -     0.1  

Commodity

   20.3     (21.9) 
  

 

 

   

 

 

 
  $19.8    $(22.0) 
  

 

 

   

 

 

 

 

 

Fair Value At

 

 

 

May 31,

 

(in millions)

 

2018

 

 

2017

 

Interest rate contracts

 

$

-

 

 

$

(0.3

)

Foreign exchange contracts

 

 

(0.1

)

 

 

0.1

 

Commodity contracts

 

 

10.7

 

 

 

7.4

 

 

 

$

10.6

 

 

$

7.2

 

Safe Harbor

Quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about risks associated with the use of derivative instruments.  These statements are based on certain assumptions with respect to market prices and industry supply of, and demand for, steel products and certain raw materials.  To the extent these assumptions prove to be inaccurate, future outcomes with respect to hedging programs may differ materially from those discussed in the forward-looking statements.


Item 8. –Financial Statements– Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The

To the Board of Directors and Shareholders


Worthington Industries, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Worthington Industries, Inc. and subsidiaries (the Company) as of May 31, 20162018 and 2015, and2017, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in thethree-year three‑year period ended May 31, 2016. In connection with our audits of2018, and the consolidated financial statements, we also have audited therelated notes and financial statement schedule of valuation and qualifying accounts. accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended May 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 30, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

/s/KPMG LLP

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Worthington Industries, Inc. and subsidiaries as of May 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in thethree-year period ended May 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Worthington Industries, Inc.’s internal control over financial reportingserved as of May 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated August 1, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.auditor since 2001.

Columbus, Ohio
July 30, 2018

 

/s/ KPMG LLP

Columbus, Ohio

August 1, 2016

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

  May 31, 

May 31,

 

  2016   2015 

2018

 

 

2017

 

ASSETS

    

 

 

 

 

 

 

 

Current assets:

    

 

 

 

 

 

 

 

Cash and cash equivalents

  $84,188    $31,067  

$

121,967

 

 

$

278,081

 

Receivables, less allowances of $4,579 and $3,085 at May 31, 2016 and 2015, respectively

   439,688     474,292  

Receivables, less allowances of $632 and $3,444 at May 31, 2018

 

 

 

 

 

 

 

and May 31, 2017, respectively

 

572,689

 

 

 

486,730

 

Inventories:

    

 

 

 

 

 

 

 

Raw materials

   162,427     181,975  

 

237,471

 

 

 

185,001

 

Work in process

   86,892     107,069  

 

122,977

 

 

 

95,630

 

Finished products

   70,016     85,931  

 

93,579

 

 

 

73,303

 

  

 

   

 

 

Total inventories

   319,335     374,975  

 

454,027

 

 

 

353,934

 

Income taxes receivable

   10,535     12,119  

 

1,650

 

 

 

7,164

 

Assets held for sale

   10,079     23,412  

 

30,655

 

 

 

9,654

 

Deferred income taxes

   -     22,034  

Prepaid expenses and other current assets

   51,635     54,294  

 

60,134

 

 

 

55,406

 

  

 

   

 

 

Total current assets

   915,460     992,193  

 

1,241,122

 

 

 

1,190,969

 

Investments in unconsolidated affiliates

   191,826     196,776  

 

216,010

 

 

 

208,591

 

Goodwill

   246,067     238,999  

 

345,183

 

 

 

247,673

 

Other intangible assets, net of accumulated amortization of $49,532 and $47,547 at May 31, 2016 and 2015, respectively

   96,164     119,117  

Other intangible assets, net of accumulated amortization of $74,922 and

 

 

 

 

 

 

 

$63,134 at May 31, 2018 and May 31, 2017, respectively

 

214,026

 

 

 

82,781

 

Other assets

   31,400     24,867  

 

20,476

 

 

 

24,841

 

Property, plant and equipment:

    

 

 

 

 

 

 

 

Land

   18,537     16,017  

 

24,229

 

 

 

22,077

 

Buildings and improvements

   256,973     218,182  

 

300,542

 

 

 

297,951

 

Machinery and equipment

   945,951     872,986  

 

1,030,720

 

 

 

961,542

 

Construction in progress

   48,156     40,753  

 

32,282

 

 

 

27,616

 

  

 

   

 

 

Total property, plant and equipment

   1,269,617     1,147,938  

 

1,387,773

 

 

 

1,309,186

 

Less: accumulated depreciation

   686,779     634,748  

 

802,803

 

 

 

738,697

 

  

 

   

 

 

Total property, plant and equipment, net

   582,838     513,190  

 

584,970

 

 

 

570,489

 

  

 

   

 

 

Total assets

  $2,063,755    $2,085,142  

$

2,621,787

 

 

$

2,325,344

 

  

 

   

 

 

See notes to consolidated financial statements.


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(InDollars in thousands)

 

  May 31, 

May 31,

 

  2016 2015 

2018

 

 

2017

 

LIABILITIES AND EQUITY

   

 

 

 

 

 

 

 

Current liabilities:

   

 

 

 

 

 

 

 

Accounts payable

  $290,432   $294,129  

$

473,485

 

 

$

368,071

 

Short-term borrowings

   2,651    90,550  

 

-

 

 

 

123

 

Accrued compensation, contributions to employee benefit plans and related taxes

   75,105    66,252  

 

96,487

 

 

 

86,201

 

Dividends payable

   13,471    12,862  

 

13,731

 

 

 

13,698

 

Other accrued items

   45,056    56,913  

 

57,125

 

 

 

41,551

 

Income taxes payable

   2,501    2,845  

 

4,593

 

 

 

4,448

 

Current maturities of long-term debt

   862    841  

 

1,474

 

 

 

6,691

 

  

 

  

 

 

Total current liabilities

   430,078    524,392  

 

646,895

 

 

 

520,783

 

Other liabilities

   63,487    58,269  

 

74,237

 

 

 

61,498

 

Distributions in excess of investment in unconsolidated affiliate

   52,983    61,585  

 

55,198

 

 

 

63,038

 

Long-term debt

   579,982    579,352  

 

748,894

 

 

 

571,796

 

Deferred income taxes

   17,379    21,495  
  

 

  

 

 

Deferred income taxes, net

 

60,188

 

 

 

34,300

 

Total liabilities

   1,143,909    1,245,093  

 

1,585,412

 

 

 

1,251,415

 

  

 

  

 

 

Shareholders’ equity – controlling interest:

   

Preferred shares, without par value; authorized – 1,000,000 shares; issued and outstanding – none

   -    -  

Common shares, without par value; authorized – 150,000,000 shares; issued and outstanding, 2016 – 61,533,668 shares, 2015 – 64,141,478 shares

   -    -  

Shareholders' equity - controlling interest:

 

 

 

 

 

 

 

Preferred shares, without par value; authorized - 1,000,000 shares; issued and

 

 

 

 

 

 

 

outstanding - none

 

-

 

 

 

-

 

Common shares, without par value; authorized - 150,000,000 shares; issued and

 

 

 

 

 

 

 

outstanding, 2018 - 58,876,921 shares, 2017 - 62,802,456 shares

 

-

 

 

 

-

 

Additional paid-in capital

   298,984    289,078  

 

295,592

 

 

 

303,391

 

Accumulated other comprehensive loss, net of taxes of $4,768 and $16,909 at May 31, 2016 and 2015, respectively

   (28,565)   (50,704) 

Accumulated other comprehensive loss, net of taxes of $2,908 and $5,310 at

 

 

 

 

 

 

 

May 31, 2018 and May 31, 2017, respectively

 

(14,580

)

 

 

(27,775

)

Retained earnings

   522,952    510,738  

 

637,757

 

 

 

676,019

 

  

 

  

 

 

Total shareholders’ equity – controlling interest

   793,371    749,112  

Total shareholders' equity - controlling interest

 

918,769

 

 

 

951,635

 

Noncontrolling interests

   126,475    90,937  

 

117,606

 

 

 

122,294

 

  

 

  

 

 

Total equity

   919,846    840,049  

 

1,036,375

 

 

 

1,073,929

 

  

 

  

 

 

Total liabilities and equity

  $2,063,755   $2,085,142  

$

2,621,787

 

 

$

2,325,344

 

  

 

  

 

 

See notes to consolidated financial statements.


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

 

  Fiscal Years Ended May 31, 

Fiscal Years Ended May 31,

 

  2016 2015 2014 

2018

 

 

2017

 

 

2016

 

Net sales

  $2,819,714   $3,384,234   $3,126,426  

$

3,581,620

 

 

$

3,014,108

 

 

$

2,819,714

 

Cost of goods sold

   2,367,121    2,920,701    2,633,907  

 

3,018,763

 

 

 

2,478,203

 

 

 

2,367,121

 

  

 

  

 

  

 

 

Gross margin

   452,593    463,533    492,519  

 

562,857

 

 

 

535,905

 

 

 

452,593

 

Selling, general and administrative expense

   297,402    295,920    300,396  

 

367,460

 

 

 

316,373

 

 

 

297,402

 

Impairment of goodwill and long-lived assets

   25,962    100,129    58,246  

 

61,208

 

 

 

-

 

 

 

25,962

 

Restructuring and other expense (income)

   7,177    6,927    (1,876) 
  

 

  

 

  

 

 

Restructuring and other expense (income), net

 

(7,421

)

 

 

6,411

 

 

 

7,177

 

Operating income

   122,052    60,557    135,753  

 

141,610

 

 

 

213,121

 

 

 

122,052

 

Other income (expense):

    

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous income, net

   11,267    795    16,963  

 

2,996

 

 

 

3,764

 

 

 

11,267

 

Interest expense

   (31,670)   (35,800)   (26,671) 

 

(38,675

)

 

 

(29,796

)

 

 

(31,670

)

Equity in net income of unconsolidated affiliates

   114,966    87,476    91,456  

 

103,139

 

 

 

110,038

 

 

 

114,966

 

  

 

  

 

  

 

 

Earnings before income taxes

   216,615    113,028    217,501  

 

209,070

 

 

 

297,127

 

 

 

216,615

 

Income tax expense

   58,987    25,772    57,349  

 

8,220

 

 

 

79,190

 

 

 

58,987

 

  

 

  

 

  

 

 

Net earnings

   157,628    87,256    160,152  

 

200,850

 

 

 

217,937

 

 

 

157,628

 

Net earnings attributable to noncontrolling interests

   13,913    10,471    8,852  

 

6,056

 

 

 

13,422

 

 

 

13,913

 

  

 

  

 

  

 

 

Net earnings attributable to controlling interest

  $143,715   $76,785   $151,300  

$

194,794

 

 

$

204,515

 

 

$

143,715

 

  

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

    

 

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding

   62,469    66,309    68,944  

 

60,923

 

 

 

62,443

 

 

 

62,469

 

  

 

  

 

  

 

 

Earnings per share attributable to controlling interest

  $2.30   $1.16   $2.19  

$

3.20

 

 

$

3.28

 

 

$

2.30

 

  

 

  

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

    

 

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding

   64,755    68,483    71,664  

 

63,042

 

 

 

64,874

 

 

 

64,755

 

  

 

  

 

  

 

 

Earnings per share attributable to controlling interest

  $2.22   $1.12   $2.11  

$

3.09

 

 

$

3.15

 

 

$

2.22

 

  

 

  

 

  

 

 

See notes to consolidated financial statements.


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

Fiscal Years Ended May 31,

 

  2016 2015 2014 

2018

 

 

2017

 

 

2016

 

Net earnings

  $157,628   $87,256   $160,152  

$

200,850

 

 

$

217,937

 

 

$

157,628

 

Other comprehensive income (loss):

    

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

   4,716    (34,229)   7,618  

 

12,744

 

 

 

1,342

 

 

 

4,716

 

Pension liability adjustment, net of tax

   (2,058)   (3,738)   (1,044) 

 

1,566

 

 

 

2,242

 

 

 

(2,058

)

Cash flow hedges, net of tax

   22,208    (11,653)   2,509  

 

959

 

 

 

(2,822

)

 

 

22,208

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   24,866    (49,620)   9,083  
  

 

  

 

  

 

 

Other comprehensive income

 

15,269

 

 

 

762

 

 

 

24,866

 

Comprehensive income

   182,494    37,636    169,235  

 

216,119

 

 

 

218,699

 

 

 

182,494

 

Comprehensive income attributable to noncontrolling interests

   16,640    7,974    9,480  

 

6,429

 

 

 

13,394

 

 

 

16,640

 

  

 

  

 

  

 

 

Comprehensive income attributable to controlling interest

  $165,854   $29,662   $159,755  

$

209,690

 

 

$

205,305

 

 

$

165,854

 

  

 

  

 

  

 

 

See notes to consolidated financial statements.


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands, except per share amounts)

 

 

Controlling Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Controlling Interest     

 

 

 

 

 

 

 

 

 

Additional

 

 

Comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Common Shares Additional
Paid-in
Capital		  Accumulated
Other
Comprehensive
Loss,
Net of Tax		  Retained
Earnings		  Total  Noncontrolling
Interests		  Total 

 

Common Shares

 

 

Paid-in

 

 

Loss,

 

 

Retained

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

(in thousands) Shares Amount 

 

Shares

 

 

Amount

 

 

Capital

 

 

Net of Tax

 

 

Earnings

 

 

Total

 

 

Interests

 

 

Total

 

Balance at May 31, 2013

  69,752,411   $-   $244,864   $(12,036)  $597,994   $830,822   $41,415   $872,237  

Net earnings

  -    -    -    -    151,300    151,300    8,852    160,152  

Other comprehensive income

  -    -    -    8,455    -    8,455    628    9,083  

Acquisition of PSI Energy Solutions, LLC

  -    -    -    -    -    -    84,144    84,144  

Common shares issued, net of withholding tax

  1,036,573    -    4,618    -    -    4,618    -    4,618  

Stock-based compensation

  -    -    25,651    -    -    25,651    -    25,651  

Purchases and retirement of common shares

  (3,380,500)   -    (12,523)   -    (115,695)   (128,218)   -    (128,218) 

Payments to noncontrolling interests

  -    -    -    -    -    -    (40,969)   (40,969) 

Cash dividends declared ($0.60 per share)

  -    -    -    -    (41,816)   (41,816)   -    (41,816) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at May 31, 2014

  67,408,484   $-   $262,610   $(3,581)  $591,783   $850,812   $94,070   $944,882  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings

  -    -    -    -    76,785    76,785    10,471    87,256  

Other comprehensive loss

  -    -    -    (47,123)   -    (47,123)   (2,497)   (49,620) 

Acquisition of dHybrid Systems, LLC

  -    -    -    -    -    -    4,082    4,082  

Common shares issued, net of withholding tax

  909,181    -    2,910    -    -    2,910    -    2,910  

Theoretical common shares in NQ plans

  -    -    14,560    -    -    14,560    -    14,560  

Stock-based compensation

  -    -    26,837    -    -    26,837    -    26,837  

Purchases and retirement of common shares

  (4,176,187)   -    (17,839)   -    (109,521)   (127,360)   -    (127,360) 

Payments to noncontrolling interests

  -    -    -    -    -    -    (15,189)   (15,189) 

Cash dividends declared ($0.72 per share)

  -    -    -    -    (48,309)   (48,309)   -    (48,309) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at May 31, 2015

  64,141,478   $-   $289,078   $(50,704)  $510,738   $749,112   $90,937   $840,049  

 

 

64,141,478

 

 

$

-

 

 

$

289,078

 

 

$

(50,704

)

 

$

510,738

 

 

$

749,112

 

 

$

90,937

 

 

$

840,049

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings

  -    -    -    -    143,715    143,715    13,913    157,628  

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

143,715

 

 

 

143,715

 

 

 

13,913

 

 

 

157,628

 

Other comprehensive income

  -    -    -    22,139    -    22,139    2,727    24,866  

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,139

 

 

 

-

 

 

 

22,139

 

 

 

2,727

 

 

 

24,866

 

Acquisition of Worthington Specialty Processing

  -    -    -    -    -    -    28,004    28,004  

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

28,004

 

 

 

28,004

 

Common shares issued, net of withholding tax

  892,190    -    8,707    -    -    8,707    -    8,707  

 

 

892,190

 

 

 

-

 

 

 

8,707

 

 

 

-

 

 

 

-

 

 

 

8,707

 

 

 

-

 

 

 

8,707

 

Theoretical common shares in NQ plans

  -    -    960    -    -    960    -    960  

 

 

-

 

 

 

-

 

 

 

960

 

 

 

-

 

 

 

-

 

 

 

960

 

 

 

-

 

 

 

960

 

Stock-based compensation

  -    -    16,534    -    -    16,534    -    16,534  

 

 

-

 

 

 

-

 

 

 

16,534

 

 

 

-

 

 

 

-

 

 

 

16,534

 

 

 

-

 

 

 

16,534

 

Purchases and retirement of common shares

  (3,500,000)   -    (16,295)   -    (83,552)   (99,847)   -    (99,847) 

 

 

(3,500,000

)

 

 

-

 

 

 

(16,295

)

 

 

-

 

 

 

(83,552

)

 

 

(99,847

)

 

 

-

 

 

 

(99,847

)

Payments to noncontrolling interests

  -    -    -    -    -    -    (9,106)   (9,106) 

Dividends to noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,106

)

 

 

(9,106

)

Cash dividends declared ($0.76 per share)

  -    -    -    -    (47,949)   (47,949)   -    (47,949) 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(47,949

)

 

 

(47,949

)

 

 

-

 

 

 

(47,949

)

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at May 31, 2016

  61,533,668   $   -   $298,984   $(28,565)  $522,952   $793,371   $126,475   $919,846  

 

 

61,533,668

 

 

$

-

 

 

$

298,984

 

 

$

(28,565

)

 

$

522,952

 

 

$

793,371

 

 

$

126,475

 

 

$

919,846

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

204,515

 

 

 

204,515

 

 

 

13,422

 

 

 

217,937

 

Other comprehensive income (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

790

 

 

 

-

 

 

 

790

 

 

 

(28

)

 

 

762

 

Common shares issued, net of withholding tax

 

 

1,268,788

 

 

 

-

 

 

 

(9,075

)

 

 

-

 

 

 

-

 

 

 

(9,075

)

 

 

-

 

 

 

(9,075

)

Theoretical common shares in NQ plans

 

 

-

 

 

 

-

 

 

 

1,259

 

 

 

-

 

 

 

-

 

 

 

1,259

 

 

 

-

 

 

 

1,259

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

13,158

 

 

 

-

 

 

 

-

 

 

 

13,158

 

 

 

-

 

 

 

13,158

 

Purchase of noncontrolling interest in dHybrid

Systems, LLC

 

 

-

 

 

 

-

 

 

 

(935

)

 

 

-

 

 

 

-

 

 

 

(935

)

 

 

(1,953

)

 

 

(2,888

)

Dividends to noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,622

)

 

 

(15,622

)

Cash dividends declared ($0.80 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(51,448

)

 

 

(51,448

)

 

 

-

 

 

 

(51,448

)

Balance at May 31, 2017

 

 

62,802,456

 

 

$

-

 

 

$

303,391

 

 

$

(27,775

)

 

$

676,019

 

 

$

951,635

 

 

$

122,294

 

 

$

1,073,929

 

Net earnings

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

194,794

 

 

 

194,794

 

 

 

6,056

 

 

 

200,850

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,896

 

 

 

-

 

 

 

14,896

 

 

 

373

 

 

 

15,269

 

Common shares issued, net of withholding tax

 

 

449,465

 

 

 

-

 

 

 

(2,120

)

 

 

-

 

 

 

-

 

 

 

(2,120

)

 

 

-

 

 

 

(2,120

)

Theoretical common shares in NQ plans

 

 

-

 

 

 

-

 

 

 

1,218

 

 

 

-

 

 

 

-

 

 

 

1,218

 

 

 

-

 

 

 

1,218

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

13,460

 

 

 

-

 

 

 

-

 

 

 

13,460

 

 

 

-

 

 

 

13,460

 

Purchase of noncontrolling interest in Worthington

Aritas

 

 

-

 

 

 

-

 

 

 

924

 

 

 

-

 

 

 

-

 

 

 

924

 

 

 

(2,837

)

 

 

(1,913

)

Sale of controlling interest in WEI

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(365

)

 

 

(365

)

Reclassification of stranded tax effects

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,701

)

 

 

1,701

 

 

 

-

 

 

 

-

 

 

 

-

 

Purchases and retirement of common shares

 

 

(4,375,000

)

 

 

-

 

 

 

(21,281

)

 

 

-

 

 

 

(182,986

)

 

 

(204,267

)

 

 

-

 

 

 

(204,267

)

Dividends to noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,915

)

 

 

(7,915

)

Cash dividends declared ($0.84 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(51,771

)

 

 

(51,771

)

 

 

-

 

 

 

(51,771

)

Balance at May 31, 2018

 

 

58,876,921

 

 

$

-

 

 

$

295,592

 

 

$

(14,580

)

 

$

637,757

 

 

$

918,769

 

 

$

117,606

 

 

$

1,036,375

 

See notes to consolidated financial statements


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Fiscal Years Ended May 31,

 

 

2018

 

 

2017

 

 

2016

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

$

200,850

 

 

$

217,937

 

 

$

157,628

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

103,359

 

 

 

86,793

 

 

 

84,699

 

Impairment of goodwill and long-lived assets

 

61,208

 

 

 

-

 

 

 

25,962

 

Provision for (benefit from) deferred income taxes

 

(38,237

)

 

 

18,443

 

 

 

7,354

 

Bad debt expense

 

11

 

 

 

269

 

 

 

346

 

Equity in net income of unconsolidated affiliates, net of distributions

 

(13,352

)

 

 

(8,023

)

 

 

(29,473

)

Net (gain) loss on assets

 

(10,522

)

 

 

7,951

 

 

 

(12,996

)

Stock-based compensation

 

13,758

 

 

 

14,349

 

 

 

15,836

 

Gain on previously held equity interest in Worthington Specialty Processing

 

-

 

 

 

-

 

 

 

(6,877

)

Changes in assets and liabilities, net of impact of acquisitions:

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

(53,066

)

 

 

(39,927

)

 

 

66,117

 

Inventories

 

(84,654

)

 

 

(34,599

)

 

 

66,351

 

Prepaid expenses and other current assets

 

(12,402

)

 

 

985

 

 

 

18,327

 

Other assets

 

(1,258

)

 

 

1,905

 

 

 

(4,530

)

Accounts payable and accrued expenses

 

105,984

 

 

 

67,492

 

 

 

20,180

 

Other liabilities

 

9,666

 

 

 

2,097

 

 

 

4,460

 

Net cash provided by operating activities

 

281,345

 

 

 

335,672

 

 

 

413,384

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

Investment in property, plant and equipment

 

(76,088

)

 

 

(68,386

)

 

 

(97,036

)

Acquisitions, net of cash acquired

 

(285,028

)

 

 

-

 

 

 

(34,206

)

Distributions from (investments in) unconsolidated affiliates

 

2,400

 

 

 

-

 

 

 

(5,595

)

Proceeds from sale of assets and insurance

 

21,311

 

 

 

5,422

 

 

 

9,797

 

Net cash used by investing activities

 

(337,405

)

 

 

(62,964

)

 

 

(127,040

)

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

Net repayments of short-term borrowings, net of issuance costs

 

(948

)

 

 

(2,528

)

 

 

(85,843

)

Proceeds from long-term debt, net of issuance costs

 

197,685

 

 

 

-

 

 

 

921

 

Principal payments on long-term debt

 

(31,130

)

 

 

(874

)

 

 

(862

)

Proceeds from issuance of common shares, net of tax withholdings

 

(2,120

)

 

 

(9,075

)

 

 

8,707

 

Payments to noncontrolling interests

 

(7,915

)

 

 

(15,622

)

 

 

(9,106

)

Repurchase of common shares

 

(204,267

)

 

 

-

 

 

 

(99,847

)

Dividends paid

 

(51,359

)

 

 

(50,716

)

 

 

(47,193

)

Net cash used by financing activities

 

(100,054

)

 

 

(78,815

)

 

 

(233,223

)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(156,114

)

 

 

193,893

 

 

 

53,121

 

Cash and cash equivalents at beginning of year

 

278,081

 

 

 

84,188

 

 

 

31,067

 

Cash and cash equivalents at end of year

$

121,967

 

 

$

278,081

 

 

$

84,188

 

See notes to consolidated financial statements.


WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

   Fiscal Years Ended May 31, 
   2016  2015  2014 

Operating activities:

    

Net earnings

  $157,628   $87,256   $160,152  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

   84,699    85,089    79,730  

Impairment of goodwill and long-lived assets

   25,962    100,129    58,246  

Provision for (benefit from) deferred income taxes

   7,354    (39,960)   (25,916) 

Bad debt expense

   346    259    32  

Equity in net income of unconsolidated affiliates, net of distributions

   (29,473)   (12,299)   (15,333) 

Net (gain) loss on sale of assets

   (12,996)   3,277    (11,212) 

Stock-based compensation

   15,836    17,916    22,017  

Excess tax benefits – stock-based compensation

   -    (7,178)   (8,880) 

Gain on previously held equity interests

   (6,877)   -    (11,000) 

Changes in assets and liabilities, net of impact of acquisitions:

    

Receivables

   66,117    32,011    (49,206) 

Inventories

   66,351    54,108    (38,010) 

Prepaid expenses and other current assets

   18,327    (15,295)   (2,921) 

Other assets

   (4,530)   1,617    (5,278) 

Accounts payable and accrued expenses

   20,180    (83,190)   69,682  

Other liabilities

   4,460    (9,365)   6,943  
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   413,384    214,375    229,046  
  

 

 

  

 

 

  

 

 

 

Investing activities:

    

Investment in property, plant and equipment

   (97,036)   (96,255)   (71,338) 

Investment in notes receivable

   -    (7,300)   -  

Acquisitions, net of cash acquired

   (34,206)   (105,291)   (11,517) 

Distributions from (investments in) unconsolidated affiliates

   (5,595)   (8,230)   9,223  

Proceeds from sale of assets and insurance

   9,797    14,007    27,438  
  

 

 

  

 

 

  

 

 

 

Net cash used by investing activities

   (127,040)   (203,069)   (46,194) 
  

 

 

  

 

 

  

 

 

 

Financing activities:

    

Net proceeds from (repayments of) short-term borrowings, net of issuance costs

   (85,843)   79,047    (103,618) 

Proceeds from long-term debt, net of issuance costs

   921    30,572    247,566  

Principal payments on long-term debt

   (862)   (102,852)   (1,219) 

Proceeds from issuance of common shares

   8,707    2,910    4,618  

Excess tax benefits – stock-based compensation

   -    7,178    8,880  

Payments to noncontrolling interests

   (9,106)   (13,379)   (40,969) 

Repurchase of common shares

   (99,847)   (127,360)   (128,218) 

Dividends paid

   (47,193)   (46,434)   (31,198) 
  

 

 

  

 

 

  

 

 

 

Net cash used by financing activities

   (233,223)   (170,318)   (44,158) 
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   53,121    (159,012)   138,694  

Cash and cash equivalents at beginning of year

   31,067    190,079    51,385  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of year

  $84,188   $31,067   $190,079  
  

 

 

  

 

 

  

 

 

 

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Years Ended May 31, 2016, 20152018, 2017 and 20142016

Note A – Summary of Significant Accounting Policies

Consolidation:Consolidation:  The consolidated financial statements include the accounts of Worthington Industries, Inc. and consolidated subsidiaries (collectively, “we,” “our,” “Worthington,” or the “Company”).  Investments in unconsolidated affiliates are accounted for using the equity method.  Significant intercompany accounts and transactions are eliminated.

dHybrid Systems, LLC (“dHybrid”),The Company owns controlling interests in the following three joint ventures: Spartan Steel Coating, LLC (“Spartan”) (52%), TWB Company, L.L.C. (“TWB”), Worthington Aritaş Basinçli Kaplar Sanayi (“Worthington Aritas”), Worthington Energy Innovations, LLC (“WEI” (55%), and Worthington Specialty Processing (“WSP”) in which we own controlling interests of 79.59%, 52%, 55%, 75%, 75%, and 51%, respectively,(51%).  These joint ventures are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our consolidated balance sheets, and the other joint venture members’their portions of net earnings and other comprehensive income or loss(loss) (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively. On January 1, 2017, the Company acquired the minority membership interest in dHybrid Systems, LLC (“dHybrid”) from the noncontrolling member in a non-cash transaction.  The difference between the fair value of the noncontrolling interest and its carrying value was recorded as a reduction to additional paid-in capital in the amount of $935,000 (net of tax of $539,000).  Effective March 31, 2018, the Company sold its controlling stake in Worthington Energy Innovations, LLC (“WEI”) to the minority member.  There was no impact to net earnings as a result of the transaction as the fair value of the consideration received approximated the net book value of WEI.  On May 23, 2018, the Company acquired the minority ownership interest in Turkey-based Worthington Arıtaş Basınçlı Kaplar Sanayi (“Worthington Aritas”) from the noncontrolling members in a non-cash transaction. The difference between the fair value of the noncontrolling interest and its carrying value was recorded as an increase to additional paid-in-capital in the amount of $924,000.  

Use of Estimates:  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents:  We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories:Inventories:  Inventories are valued at the lower of cost or market.net realizable value.  Cost is determined using the first-in, first-out method for all inventories.  ThisThe assessment of net realizable value requires the use of significant estimates to determine replacement cost, cost to complete, normal profit margin and the ultimate selling price of the inventory.  No lower of cost or market adjustment was recorded in fiscal 2016. Due to a decline in steel prices in fiscal 2015, the replacement cost of our inventory was lower than what was reflected in our records at May 31, 2015. Accordingly, we recorded a lower of cost or market adjustment of $1,716,000 at May 31, 2015 to reflect this lower value. The entire amount related to our Steel Processing operating segment and was recorded in cost of goods sold. We believe our inventories were valued appropriately as of May 31, 20162018 and May 31, 2015.2017.

Derivative Financial Instruments:We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations.  The primary risks managed through the use of derivative instruments include interest rate risk, currency exchange risk and commodity price risk.  All derivative instruments are accounted for using mark-to-market accounting.  The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  Gains and losses on fair value hedges are recognized in current period earnings in the same line as the underlying hedged item.  The effective portion of gains and losses on cash flow hedges is deferred as a component of accumulated other comprehensive income or loss (“AOCI”) and recognized in earnings at the time the hedged item affects earnings, in the same financial statement caption as the underlying hedged item.  Ineffectiveness of the hedges during the fiscal year ended May 31, 20162018 (“fiscal 2016”2018”), the fiscal year ended May 31, 20152017 (“fiscal 2015”2017”) and the fiscal year ended May 31, 20142016 (“fiscal 2014”2016”) was immaterial. Classification in the consolidated statements of earnings of gains and losses related to derivative instruments that do not qualify for hedge accounting is determined based on the underlying intent of the instruments.  Cash flows related to derivative instruments are generally classified as operating activities in our consolidated statements of cash flows.


In order for hedging relationships to qualify for hedge accounting under current accounting guidance, we formally document each hedging relationship and its risk management objective.  This documentation includes the hedge strategy, the hedging instrument, the hedged item, the nature of the risk being hedged, how hedge effectiveness will be assessed prospectively and retrospectively as well as a description of the method used to measure hedge ineffectiveness.

Derivative instruments are executed only with highly-rated counterparties.  No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date.  We monitor our positions, as well as the credit ratings of counterparties to those positions.

We discontinue hedge accounting when it is determined that the derivative instrument is no longer effective in offsetting the hedged risk, expires or is sold, is terminated or is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur or we determine that designation of the hedging instrument is no longer appropriate.  In all situations in which hedge accounting is discontinued and the derivative instrument is retained, we continue to carry the derivative instrument at its fair value on the consolidated balance sheet and recognize any subsequent changes in its fair value in net earnings immediately.  When it is probable that a forecasted transaction will not occur, we discontinue hedge accounting and immediately recognize the gains and losses that were accumulated in AOCI.

Refer to “Note P – Derivative Instruments and Hedging Activities” for additional information regarding the consolidated balance sheet location and the risk classification of our derivative instruments.

Risks and Uncertainties:  As of May 31, 2016,2018, excluding our joint ventures, we togetheroperated 36 manufacturing facilities worldwide, principally in three operating segments, which correspond with our unconsolidated affiliates, operated 82 manufacturing facilities in 24 statesreportable business segments: Steel Processing, Pressure Cylinders, and 11 countries. A total of 31 of these facilities are operated by wholly-owned, consolidated subsidiaries of the Company. The remaining facilities are operated by our consolidated and unconsolidated joint ventures. As of May 31, 2016, weEngineered Cabs.  We also held equity positions in 12 active9 joint ventures, which operated 49 manufacturing facilities worldwide, as of which six are consolidated.May 31, 2018.  Our largest end market is the automotive market,industry, which comprised 43%37%, 38%43%, and 36%42% of consolidated net sales in fiscal 2016,2018, fiscal 2015,2017, and fiscal 2014,2016, respectively.  Our foreigninternational operations represented 8%9%, 6%7%, and 7%6% of consolidated net sales and 10%6%, (2)%4%, and (2)%8% of net earnings attributable to controlling interest in fiscal 2016,2018, fiscal 2015,2017, and fiscal 2014,2016, respectively, and 14% and 14%11% of consolidated net assets as of May 31, 20162018 and 2015,May 31, 2017, respectively.  As of May 31, 2016,2018, approximately 8%9% of our consolidated labor force was represented by collective bargaining agreements.  The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our consolidated financial position, cash flows or future results of operations.

In fiscal 2016,2018, our largest customer accounted for approximately 8% of our consolidated net sales, and our ten largest customers accounted for approximately 34%30% of our consolidated net sales.  A significant loss of, or decrease in, business from any of these customers could have an adverse effect on our consolidated net sales and financial results if we cannotwere not able to obtain replacement business.  Also, due to consolidation within the industries we serve, including the construction, automotive and retail industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our largest customers.

Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers.  The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our steel costs.  In an environment of increasing prices for steel and other raw materials, in general, competitive conditions may impact how much of the price increases we can pass on to our customers.  To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected.  Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials to complete orders for which the selling prices have decreased.  Declining steel prices could also require us to write-down

the value of our inventories to reflect current market pricing.  Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue.  Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past.


Receivables:  We review our receivables on an ongoing basis to ensure that they are properly valued and collectible.  This is accomplished through two contra-receivable accounts: returns and allowances and allowance for doubtful accounts.  Returns and allowances are used to record estimates of returns or other allowances resulting from quality, delivery, discounts or other issues affecting the value of receivables.  This account is estimated based on historical trends and current market conditions, with the offset to net sales.  The returns and allowances account decreased approximately $341,000$538,000 during fiscal 20162018 to $6,052,000.$6,199,000.  

The allowance for doubtful accounts is used to record the estimated risk of loss related to the customers’ inability to pay.  This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions.  As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative (“SG&A”) expense.  Account balances are charged off against the allowance when recovery is considered remote.  The allowance for doubtful accounts increaseddecreased approximately $1,494,000$2,812,000 during fiscal 20162018 to $4,579,000.$632,000.

While we believe our allowances areallowance for doubtful accounts is adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings.  If the economic environment and market conditions deteriorate, particularly in the automotive and construction end markets where our exposure is greatest, additional reserves may be required.

Property and Depreciation:  Property, plant and equipment are carried at cost and depreciated using the straight-line method.  Buildings and improvements are depreciated over 10 to 40 years and machinery and equipment over 3 to 20 years.  Depreciation expense was $68,886,000, $64,666,000,$83,680,000, $73,268,000 and $62,344,000$68,886,000 during fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.  Accelerated depreciation methods are used for income tax purposes.

Goodwill and Other Long-Lived Assets: We use the purchase method of accounting for all business combinations and recognize amortizable and indefinite-lived intangible assets separately from goodwill.  The acquired assets and assumed liabilities in an acquisition are measured and recognized based on their estimated fair values at the date of acquisition, with goodwill representing the excess of the purchase price over the fair value of the identifiable net assets.  A bargain purchase may occur, wherein the fair value of identifiable net assets exceeds the purchase price, and a gain is then recognized in the amount of that excess. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may be present.  Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit.  A reporting unit is defined as an operating segment or one level below an operating segment.  With the exception of Pressure Cylinders, we test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance.  For our Pressure Cylinders operating segment, the Oiloil & Gas Equipmentgas equipment business has been treated as a separate reporting unit since the second quarter of fiscal 2016.

For goodwill and indefinite-lived intangible assets, we test for impairment by completing what is referred to as the “Step 0” analysis which involves evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If our “Step 0” analysis indicates it is more likely than not that the fair value is less than the carrying amount, we would perform a quantitative impairment test. The goodwill impairment test consists of comparingquantitative analysis compares the fair value of each reporting unit determined using discounted cash flows,or indefinite-lived intangible asset to each reporting unit’sthe respective carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, there is no impairment. If the carrying amount, of the reporting unit

exceeds its estimated fair value, goodwill impairment is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of the reporting unit, excluding goodwill, to its estimated fair value, with the difference representing the implied fair value of the goodwill. If the implied fair value of the goodwill is lower than its carrying value, the difference is recorded asand an impairment chargeloss is recognized in our consolidated statements of earnings. The impairment test for indefinite-lived intangible assets consists of a comparisonearnings equivalent to the excess of the carrying amount over the fair value. Fair value of the intangible asset to its carrying value. If the carrying value of the intangible asset exceeds its fair value, the difference is recordeddetermined based on discounted cash flows or appraised values, as an impairment charge in our consolidated statements of earnings.appropriate.

We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.  Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount.  If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists.  If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized.  The impairment loss recognized is equal to the amount that the carrying value of the asset or asset group exceeds its fair value.Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell and are recorded in a single line in the consolidated balance sheets. We classify assets as held for sale if we commit to a plan to sell the assets within one year and actively market the assets in their current condition for a price that is reasonable in comparison to their estimated fair value.


Our impairment testing for both goodwill and other long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital.  Significant changes in any of these assumptions could impact the outcomes of the tests performed. See “Note C – Goodwill and Other Long-Lived Assets” for additional details regarding these assets and related impairment testing.

Leases:  Leases:Certain lease agreements contain fluctuating or escalating payments and rent holiday periods.  The related rent expense is recorded on a straight-line basis over the lease term.  Leasehold improvements made by the lessee, whether funded by the lessee or by landlord allowances or incentives, are recorded as leasehold improvement assets and will be amortized over the shorter of the economic life or the lease term.  These incentives are also recorded as deferred rent and amortized as reductions in rent expense over the lease term.

Stock-Based Compensation:  At May 31, 2016,2018, we had stock-based compensation plans for our employees as well as our non-employee directors as described more fully in “Note J – Stock-Based Compensation.”  All share-based awards, including grants of stock options and restricted common shares, are recorded as expense in the consolidated statements of earnings based on their grant-date fair values.  We estimate forfeitures at the date of grant based on historic experience.

Revenue Recognition:  We recognize revenue upon transfer of title and risk of loss, or in the case of toll processing revenue, upon delivery of the goods, provided evidence of an arrangement exists, pricing is fixed and determinable and the ability to collect is probable.  We provide, through charges to net sales, for returns and allowances based on experience and current customer activities.  We also provide, through charges to net sales, for customer rebates and sales discounts based on specific agreements and recent and anticipated levels of customer activity.  In circumstances where the collection of payment is not probable at the time of shipment, we defer recognition of revenue until payment is collected.

Advertising Expense:We expense advertisingAdvertising costs are expensed as incurred.incurred and included in SG&A expense.  Advertising expense was $13,970,000, $11,153,000,$15,236,000, $14,822,000, and $6,788,000$13,970,000 for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.

Shipping and Handling Fees and Costs:Shipping and handling fees billed to customers are included in net sales, and shippingsales.  Shipping and handling costs incurred are included in cost of goods sold.

Environmental Costs:  Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations.  Costs related to environmental contamination treatment and clean upcleanup are charged to expense as incurred.

Statements of Cash Flows:Supplemental cash flow information was as follows for the fiscal years ended May 31:

 

(in thousands)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

Interest paid, net of amount capitalized

  $30,431    $36,190    $24,199  

 

$

34,839

 

 

$

29,826

 

 

$

30,431

 

Income taxes paid, net of refunds

   50,750     67,825     81,997  

 

$

44,819

 

 

$

55,652

 

 

$

50,750

 

We use the “cumulative earnings” approach for determining cash flow presentation of distributions from our unconsolidated joint ventures.  Distributions received are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our portion of the cumulative equity in the net earnings of the joint venture, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in our consolidated statements of cash flows.

Income Taxes:  We account for income taxes using the asset and liability method.  The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and the financial reporting basis of our assets and liabilities.  In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that all, or a portion, of the deferred tax assets will not be realized.  We provide a valuation allowance for deferred income tax assets when it is more likely than not that a portion of such deferred income tax assets will not be realized.


Tax benefits from uncertain tax positions that are recognized in the consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities.  It is our policy to record these in income tax expense.  While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions.  The taxThese reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues and release of administrative guidance or court decisions affecting a particular tax issue.

Self-Insurance Reserves:  We are largely self-insured with respect to workers’ compensation, general and automobile liability, property damage, employee medical claims and other potential losses.  In order to reduce risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts.  We maintain reserves for the estimated cost to settle open claims, which includes estimates of legal costs expected to be incurred, as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates are based on actuarial valuations that take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, general economic factors and other assumptions believed to be reasonable under the circumstances.  The estimated reserves for these liabilities could be affected if future occurrences and claims differ from the assumptions used and historical trends.

Recently IssuedAdopted Accounting Standards:    In May 2014, amended accounting guidance was issued that replaces most existing revenue recognition guidance under U.S. GAAP. The amended guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Subsequently, additional guidance was issued on several areas including guidance intended to improve the operability and understandability of the implementation of principal versus agent considerations and clarifications on the identification of performance obligations and

implementation of guidance related to licensing. The amended guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations. The amended guidance permits the use of either the retrospective or cumulative effect transition method. We have not selected a transition method nor have we determined the effect of the amended guidance on our ongoing financial reporting.

In February 2015, amended accounting guidance was issued that revised consolidation requirements in order to provide financial statement users with a more useful presentation of an entity’s economic and operational results. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the amendments may be applied using either a retrospective or modified retrospective approach. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations.

In April 2015, amended accounting guidance was issued to simplify the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability itself. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. Retrospective application to prior periods is required. The adoption of this guidance will not have a significant impact on our consolidated financial position and results of operations.Standards:

In July 2015, amended accounting guidance was issued regarding the measurement of inventory.  The amended guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The amended guidance has no impact on inventory accounted for under the last-in, first-out (LIFO) or retail inventory methods.  The Company adopted this amended guidance on a prospective basis effective June 1, 2017.  The adoption of this guidance did not impact our consolidated financial position or results of operations.

In August 2016, amended accounting guidance was issued to clarify the proper cash flow presentation of certain specific types of cash payments and cash receipts.  The Company early adopted this amended guidance on a prospective basis effective June 1, 2017.  The adoption of this guidance did not impact our consolidated statements of cash flows or ongoing financial reporting.

In January 2017, amended accounting guidance was issued to clarify the definition of a business to provide additional guidance to assist in evaluating whether transactions should be accounted for as an acquisition (or disposal) of either an asset or a business.  The Company early adopted this amended guidance on a prospective basis effective September 1, 2017.  The adoption of this guidance did not impact our consolidated financial position or results of operations.

In January 2017, amended accounting guidance was issued to simplify the goodwill impairment calculation, by removing Step 2 of the goodwill impairment test.  Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of the goodwill.  The Company early adopted this amended guidance on a prospective basis effective September 1, 2017.  The adoption of this guidance did not impact our consolidated financial position or results of operations.

In February 2018, amended guidance was issued that would allow a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”) signed into law in December 2017.  The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016,2018, including interim periods within those fiscal years.  EarlyIt is to be applied either in the period of adoption is permitted asor retrospectively to each period in which the effect of the beginningchange in the U.S. federal corporate income tax rate in the TCJA is recognized.  The Company early adopted this amended guidance in the fourth quarter of fiscal 2018.  As a result, the stranded tax effects in AOCI of $1,701,000, related to various unrealized gains and losses associated with the Company’s hedge instruments and minimum pension liability, were reclassified to retained earnings.


Recently Issued Accounting Standards:  

In May 2014, new accounting guidance was issued that replaces most existing revenue recognition guidance under U.S. GAAP.  The new guidance requires an interimentity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  Subsequently, additional guidance was issued on several areas including guidance intended to improve the operability and understandability of the implementation of principal versus agent considerations and clarifications on the identification of performance obligations and implementation of guidance related to licensing.  The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  We doThe guidance permits the use of either the retrospective or cumulative effect transition method.  The Company adopted this guidance on June 1, 2018 using the cumulative effect transition method.  Based on our evaluation, which included a review of significant contracts with customers across all revenue streams, it resulted in a change in timing of revenue recognition for the toll processing and oil & gas equipment revenue streams and did not expect the adoption of this amended accounting guidance to have a material impact on our consolidated financial position or results of operations.

In September 2015, amended accounting guidance was issued regarding adjustments to provisional amounts reported in conjunction with a business combination. The amended guidance requires that an acquirer in a business combination recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as  As a result of the change, calculated as if the accounting had been completed at the acquisition date. Additionally, the amendment requires the acquirer to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. We do not expect the adoption of this amended accounting guidance, the Company will make additional disclosures related to have a material impact on our financial position or resultsthe nature, amount, timing and uncertainty of operations.

In November 2015, amended accounting guidance was issued that simplifiesrevenue and cash flows arising from contracts with customers as required by the presentation of deferred income taxes. The amended guidance requires entities with a classified balance sheet to present all deferred income tax assets and liabilities as noncurrent. The amended guidance is effective for financial

statements issued for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period, and the change may be applied either prospectively or retrospectively. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The adoption was on a prospective basis and therefore prior periods have not been restated.new guidance.

In February 2016, amendednew accounting guidance was issued that replaces most existing lease accounting guidance under U.S. GAAP.  Among other changes, the amendednew guidance requires that leaseleased assets and liabilities be recognized on the balance sheet by lessees for those leases classified as operating leases under previous guidance.  The amendednew guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted, and the change is to be applied using a modified retrospective approach as of the beginning of the earliest period presented.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position, and results of operations and cash flows, and we have not determined the effect of the amendednew guidance on our ongoing financial reporting.

In March 2016, amended accounting guidance was issued regarding derivatives instruments designated as hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and  As of itself, require dedesignationMay 31, 2018, we have operating leases with $43,400,000 of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the change may be applied either prospectively or retrospectively. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations.future minimum lease payments.

In March 2016, amended accounting guidance was issued that simplifies the accounting for share-based payments. The amended guidance impacts several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The impact resulting from the adoption of this amended guidance is summarized below.

•

Income Tax Accounting – The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as an income tax benefit or expense on a prospective basis in the period of adoption. The adoption of this provision of the amended accounting guidance resulted in the recognition of excess tax benefits of $3,178,000 in income tax expense, rather than in paid-in capital, during fiscal 2016. As the adoption was on a prospective basis, prior periods have not been restated.

•

Forfeitures – The Company has elected to continue to estimate the number of awards expected to vest, as permitted by the amended accounting guidance, rather than electing to account for forfeitures as they occur.

•

Statement of Cash Flows Presentation – The amended accounting guidance requires excess tax benefits to be classified as an operating activity in the statement of cash flows. Previously, excess tax benefits were presented as a cash inflow from financing activities and cash outflow from operating activities. The Company has elected to present these changes on a prospective basis and therefore prior periods have not been adjusted to conform with the current presentation.

In June 2016, amended accounting guidance was issued related to the measurement of credit losses on financial instruments.  The amended guidance changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held.  The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within

those fiscal years.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations; however, we do not expect the amended guidance to have a material impact on our ongoing financial reporting.

In October 2016, amended accounting guidance was issued that requires the income tax consequences of an intra-entity transfer of an asset other than inventory to be recognized when the transfer occurs.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position, results of operations and cash flows.

In November 2016, amended accounting guidance was issued that requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated cash flows.

In March 2017, amended accounting guidance was issued that requires an employer to report the service cost component of pension and postretirement benefits in the same line item as other current employee compensation costs.  Additionally, other components of net benefit cost are to be presented in the income statement separately from the service cost component and outside of income from operations.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is to be applied retrospectively for the presentation in the income statement and prospectively on and after the


effective date for the capitalization of service cost.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position, results of operations and cash flows.

In May 2017, amended accounting guidance was issued to provide guidance about which changes to the terms or conditions of a share-based payment award require application of modification accounting.  The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material impact on our consolidated financial position or results of operations.

In August 2017, amended accounting guidance was issued that modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness.  The intent is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities.  The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  It is to be applied using a modified retrospective transition approach for cash flow and net investment hedges existing at the date of adoption.  The presentation and disclosure guidance is only required prospectively.  Early adoption is permitted.  We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting.

Note B – Investments in Unconsolidated Affiliates

At May 31, 2016,Our investments in affiliated companies that we do not control, either through majority ownership or otherwise, are accounted for using the equity investments and the percentage interests owned consisted of the following (in alphabetic order):method.  These include ArtiFlex Manufacturing, LLC (“ArtiFlex”) (50%), Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%), Samuel Steel Pickling Company (31.25%), Serviacero Planos, S. de R. L. de C.V. (“Serviacero”Serviacero Worthington”) (50%), Worthington Armstrong Venture (“WAVE”) (50%), and Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. (10%).

Effective March 1, 2016, the Company reached an agreement with United States Steel Corporation (“U.S. Steel”), its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. Since that date, WSP’s results have been consolidated within the financial results of Steel Processing versus being reported in equity in net income of unconsolidated affiliates. For additional information, refer to “Note O – Acquisitions.”

On October 18, 2013, we finalized an agreement with Nisshin Steel Co., Ltd. and Marubeni-Itochu Steel Inc. to form Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. We own a 10% interest in the joint venture with the option to increase our ownership interest to 34%. The joint venture is constructing a facility to produce cold-rolled strip steel, primarily for the automotive industry, which is scheduled to start production in the first quarter of fiscal 2017.

During the second quarter of fiscal 2014, we dissolved our wind tower joint venture, Gestamp Worthington Wind Steel, LLC, due to the volatile political environment in the United States, particularly in regards to the Federal Production Tax Credit. This event did not have a material impact on our financial position or results of operations.

On July 31, 2013, we acquired an additional 10% interest in our laser welded blank joint venture, TWB, increasing our ownership to a 55% controlling interest. Since that date, TWB’s results have been consolidated within the financial results of Steel Processing versus being reported in equity in net income of unconsolidated affiliates. For additional information, refer to “Note O – Acquisitions.”

We received distributions from unconsolidated affiliates totaling $86,513,000, $78,297,000,$89,787,000, $102,015,000, and $85,346,000$86,513,000 in fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.  We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in an amount recorded within other liabilities on our consolidated balance sheets of $52,983,000$55,198,000 and $61,585,000$63,038,000 at May 31, 20162018 and 2015,2017, respectively.  In accordance with the applicable accounting guidance, we reclassified the negative balance to the liabilityliabilities section of our consolidated balance sheet.  We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income immediately.

We use the “cumulative earnings” approach for determining cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our portion of the cumulative equity in the net earnings of the joint venture, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in our consolidated statements of cash flows. During fiscal 2015, we received excess distributions from ClarkDietrich of $570,000.

The following table presents combined information ofregarding the financial position of our unconsolidated affiliates accounted for using the equity method as of May 31, 2016 and 2015:31:

 

(in thousands)  2016   2015 

2018

 

 

2017

 

Cash

  $112,122    $101,011  

$

52,812

 

 

$

55,541

 

Receivable from member (1)

   -     11,092  

Other current assets

   446,796     491,507  

 

590,578

 

 

 

541,746

 

Current assets for discontinued operations

 

37,640

 

 

 

17,275

 

Noncurrent assets

   352,370     318,939  

 

358,927

 

 

 

342,938

 

  

 

   

 

 

Noncurrent assets for discontinued operations

 

-

 

 

 

18,168

 

Total assets

  $911,288    $922,549  

$

1,039,957

 

 

$

975,668

 

  

 

   

 

 

Current liabilities

  $112,491    $184,028  

$

166,493

 

 

$

148,056

 

Current liabilities for discontinued operations

 

7,142

 

 

 

8,891

 

Short-term borrowings

   11,398     -  

 

26,599

 

 

 

8,172

 

Current maturities of long-term debt

   3,297     4,489  

 

23,243

 

 

 

5,827

 

Long-term debt

   266,942     272,861  

 

259,588

 

 

 

268,711

 

Other noncurrent liabilities

   21,034     20,471  

 

17,536

 

 

 

20,890

 

Noncurrent liabilities for discontinued operations

 

-

 

 

 

490

 

Equity

   496,126     440,700  

 

539,356

 

 

 

514,631

 

  

 

   

 

 

Total liabilities and equity

  $911,288    $922,549  

$

1,039,957

 

 

$

975,668

 

  

 

   

 

 

 

(1)

Represents cash owed from a third-party joint venture partner as a result of centralized cash management. The decrease in fiscal 2016 is due to the consolidation of the WSP joint venture.

The following table presents summarized financial results ofinformation for our four largest unconsolidated affiliates as of, and for the fiscal 2016, fiscal 2015 and fiscal 2014.years ended May 31.  All other unconsolidated affiliates are combined and presented in the Other category.

(in thousands)  2016  2015  2014 

Net sales

    

WAVE

  $393,718   $382,451   $382,821  

ClarkDietrich

   615,609    576,171    549,267  

Serviacero

   260,337    277,385    249,661  

ArtiFlex

   219,510    183,029    170,531  

Other

   74,214    91,144    140,522  
  

 

 

  

 

 

  

 

 

 

Total net sales

  $1,563,388   $1,510,180   $1,492,802  
  

 

 

  

 

 

  

 

 

 

Gross margin

    

WAVE

  $207,143   $181,102   $177,935  

ClarkDietrich

   95,427    65,530    73,803  

Serviacero

   15,328    17,028    22,268  

ArtiFlex

   30,181    24,145    16,839  

Other

   13,142    14,201    21,775  
  

 

 

  

 

 

  

 

 

 

Total gross margin

  $361,221   $302,006   $312,620  
  

 

 

  

 

 

  

 

 

 

Operating income

    

WAVE

  $172,721   $147,603   $144,167  

ClarkDietrich

   33,897    10,436    27,918  

Serviacero

   11,110    14,036    19,413  

ArtiFlex

   22,612    16,476    9,785  

Other

   6,910    4,980    12,649  
  

 

 

  

 

 

  

 

 

 

Total operating income

  $247,250   $193,531   $213,932  
  

 

 

  

 

 

  

 

 

 

Depreciation and amortization

    

WAVE

  $4,120   $4,150   $4,916  

ClarkDietrich

   14,289    16,638    16,523  

Serviacero

   3,508    3,462    3,533  

ArtiFlex

   6,105    7,258    7,129  

Other

   3,081    4,154    4,857  
  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

  $31,103   $35,662   $36,958  
  

 

 

  

 

 

  

 

 

 

Interest expense (income)

    

WAVE

  $6,635   $6,412   $6,464  

ClarkDietrich

   80    138    103  

Serviacero

   114    201    474  

ArtiFlex

   1,650    1,973    2,183  

Other

   (10)   (29)   (2) 
  

 

 

  

 

 

  

 

 

 

Total interest expense

  $8,469   $8,695   $9,222  
  

 

 

  

 

 

  

 

 

 

Income tax expense

    

WAVE

  $2,449   $2,539   $3,606  

ClarkDietrich

   -    -    -  

Serviacero

   6,249    7,844    5,689  

ArtiFlex

   289    105    82  

Other

   53    -    477  
  

 

 

  

 

 

  

 

 

 

Total income tax expense

  $9,040   $10,488   $9,854  
  

 

 

  

 

 

  

 

 

 

Net earnings

    

WAVE

  $164,132   $138,670   $134,019  

ClarkDietrich

   58,539    11,799    27,837  

Serviacero

   6,246    8,429    14,530  

ArtiFlex

   20,673    14,398    7,539  

Other

   8,516    4,806    12,206  
  

 

 

  

 

 

  

 

 

 

Total net earnings

  $258,106   $178,102   $196,131  
  

 

 

  

 

 

  

 

 

 

The financial results ofcategory, including WSP have been included in the amounts presented in the tables above through March 1, 2016.  EffectiveOn March 1, 2016, the Company obtained effective control over the operations of WSP. AsWSP and, as a result, WSP’s results have been consolidated within thebegan consolidating its financial results within those of Steel Processing since that date with the minority member’s portion of earnings eliminated within earnings attributable to noncontrolling interest.Processing.

The financial results of TWB have been included in the amounts presented in the tables above through July 31, 2013. On July 31, 2013, we completed the acquisition of an additional 10% interest in TWB. As a result, TWB’s results have been consolidated within the financial results of Steel Processing since that date with the minority member’s portion of earnings eliminated within earnings attributable to noncontrolling interest.

(in thousands)

 

2018

 

 

2017

 

 

2016

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

360,395

 

 

$

334,031

 

 

$

329,050

 

ClarkDietrich

 

 

790,887

 

 

 

711,735

 

 

 

615,609

 

Serviacero Worthington

 

 

315,098

 

 

 

275,315

 

 

 

260,337

 

ArtiFlex

 

 

197,061

 

 

 

208,922

 

 

 

219,510

 

Other

 

 

28,578

 

 

 

17,784

 

 

 

74,214

 

Total net sales

 

$

1,692,019

 

 

$

1,547,787

 

 

$

1,498,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin (loss)

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

201,581

 

 

$

190,350

 

 

$

191,535

 

ClarkDietrich

 

 

97,437

 

 

 

128,098

 

 

 

95,427

 

Serviacero Worthington

 

 

32,396

 

 

 

37,080

 

 

 

15,328

 

ArtiFlex

 

 

18,266

 

 

 

22,829

 

 

 

30,181

 

Other

 

 

(6,399

)

 

 

(4,313

)

 

 

13,142

 

Total gross margin

 

$

343,281

 

 

$

374,044

 

 

$

345,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

158,697

 

 

$

158,030

 

 

$

162,026

 

ClarkDietrich

 

 

39,153

 

 

 

68,696

 

 

 

33,897

 

Serviacero Worthington

 

 

24,232

 

 

 

29,975

 

 

 

11,110

 

ArtiFlex

 

 

11,395

 

 

 

15,519

 

 

 

22,612

 

Other

 

 

(10,584

)

 

 

(8,407

)

 

 

6,910

 

Total operating income

 

$

222,893

 

 

$

263,813

 

 

$

236,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

1,659

 

 

$

2,978

 

 

$

2,245

 

ClarkDietrich

 

 

11,864

 

 

 

12,718

 

 

 

14,289

 

Serviacero Worthington

 

 

3,919

 

 

 

3,862

 

 

 

3,508

 

ArtiFlex

 

 

5,515

 

 

 

5,850

 

 

 

6,105

 

Other

 

 

749

 

 

 

698

 

 

 

3,081

 

Total depreciation and amortization

 

$

23,706

 

 

$

26,106

 

 

$

29,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense (income)

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

8,365

 

 

$

7,182

 

 

$

6,635

 

ClarkDietrich

 

 

114

 

 

 

20

 

 

 

80

 

Serviacero Worthington

 

 

397

 

 

 

89

 

 

 

114

 

ArtiFlex

 

 

1,333

 

 

 

1,429

 

 

 

1,650

 

Other

 

 

(1

)

 

 

-

 

 

 

(10

)

Total interest expense

 

$

10,208

 

 

$

8,720

 

 

$

8,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

WAVE

 

$

119

 

 

$

2,398

 

 

$

(14

)

ClarkDietrich

 

 

-

 

 

 

-

 

 

 

-

 

Serviacero Worthington

 

 

5,141

 

 

 

11,740

 

 

 

6,249

 

ArtiFlex

 

 

208

 

 

 

(2

)

 

 

289

 

Other

 

 

-

 

 

 

(2

)

 

 

53

 

Total income tax expense

 

$

5,468

 

 

$

14,134

 

 

$

6,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

 

 

 

 

 

 

 

 

 

 

 

WAVE (1)

 

$

152,329

 

 

$

154,866

 

 

$

164,132

 

ClarkDietrich

 

 

39,138

 

 

 

69,122

 

 

 

58,539

 

Serviacero Worthington

 

 

17,577

 

 

 

18,140

 

 

 

6,246

 

ArtiFlex

 

 

9,854

 

 

 

14,092

 

 

 

20,673

 

Other

 

 

(11,922

)

 

 

(5,472

)

 

 

8,516

 

Total net earnings

 

$

206,976

 

 

$

250,748

 

 

$

258,106

 


(1)

On November 20, 2017, WAVE agreed to sell its business and operations in Europe and Asia to the Knauf Group, a family-owned manufacturer of building materials headquartered in Germany.  WAVE has classified its businesses to be sold as discontinued operations.  These net earnings include net income attributable to discontinued operations of $2,226,000, $6,775,000, and $8,930,000 in fiscal 2018, fiscal 2017, and fiscal 2016, respectively.  All other amounts presented in the table above exclude the activity of the discontinued operations of WAVE  

At May 31, 2016, $23,283,0002018 and 2017, $42,636,000 and $28,803,000, respectively, of our consolidated retained earnings represented undistributed earnings net of tax, of our unconsolidated affiliates.affiliates, net of tax.

Note C – Goodwill and Other Long-Lived Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2018 and fiscal 2017 by reportable business segment:

(in thousands)

 

Steel

Processing

 

 

Pressure

Cylinders

 

 

Engineered

Cabs

 

 

Other

 

 

Total

 

Balance at May 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

7,045

 

 

$

233,371

 

 

$

44,933

 

 

$

127,245

 

 

$

412,594

 

Accumulated impairment losses

 

 

-

 

 

 

-

 

 

 

(44,933

)

 

 

(121,594

)

 

 

(166,527

)

 

 

 

7,045

 

 

 

233,371

 

 

 

-

 

 

 

5,651

 

 

 

246,067

 

Acquisitions and purchase accounting adjustments

 

 

854

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

854

 

Translation adjustments

 

 

-

 

 

 

752

 

 

 

-

 

 

 

-

 

 

 

752

 

 

 

 

854

 

 

 

752

 

 

 

-

 

 

 

-

 

 

 

1,606

 

Balance at May 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,899

 

 

 

234,123

 

 

 

44,933

 

 

 

127,245

 

 

 

414,200

 

Accumulated impairment losses

 

 

-

 

 

 

-

 

 

 

(44,933

)

 

 

(121,594

)

 

 

(166,527

)

 

 

 

7,899

 

 

 

234,123

 

 

 

-

 

 

 

5,651

 

 

 

247,673

 

Acquisitions and purchase accounting adjustments

 

 

-

 

 

 

103,437

 

 

 

-

 

 

 

-

 

 

 

103,437

 

Translation adjustments

 

 

-

 

 

 

3,739

 

 

 

-

 

 

 

-

 

 

 

3,739

 

Impairment losses

 

 

-

 

 

 

(4,015

)

 

 

-

 

 

 

(5,651

)

 

 

(9,666

)

 

 

 

-

 

 

 

103,161

 

 

 

-

 

 

 

(5,651

)

 

 

97,510

 

Balance at May 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,899

 

 

 

341,299

 

 

 

44,933

 

 

 

127,245

 

 

 

521,376

 

Accumulated impairment losses

 

 

-

 

 

 

(4,015

)

 

 

(44,933

)

 

 

(127,245

)

 

 

(176,193

)

 

 

$

7,899

 

 

$

337,284

 

 

$

-

 

 

$

-

 

 

$

345,183

 

For additional information regarding the Company’s acquisitions, refer to “Note O – Acquisitions.”  Fiscal 2018 impairment charges noted in the table above consisted of $4,015,000 of goodwill allocated to oil & gas equipment assets available for sale and $5,651,000 related to the sale of a 65% stake in WEI on March 31, 2018.  


Other Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from one to 20 years.  The following table summarizes other intangible assets by class as of May 31, 2018 and 2017:

 

2018

 

 

2017

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Accumulated

 

(in thousands)

Cost

 

 

Amortization

 

 

Cost

 

 

Amortization

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

$

76,701

 

 

$

-

 

 

$

14,501

 

 

$

-

 

Total indefinite-lived intangible assets

 

76,701

 

 

 

-

 

 

 

14,501

 

 

 

-

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

173,363

 

 

$

57,125

 

 

$

96,262

 

 

$

45,822

 

Non-compete agreements

 

8,669

 

 

 

8,137

 

 

 

9,443

 

 

 

7,751

 

Technology / know-how

 

26,411

 

 

 

5,856

 

 

 

21,755

 

 

 

5,607

 

Other

 

3,804

 

 

 

3,804

 

 

 

3,954

 

 

 

3,954

 

Total definite-lived intangible assets

 

212,247

 

 

 

74,922

 

 

 

131,414

 

 

 

63,134

 

Total intangible assets

$

288,948

 

 

$

74,922

 

 

$

145,915

 

 

$

63,134

 

The increase in the carrying value of other intangible assets was primarily driven by the June 2, 2017 acquisition of AMTROL, as disclosed in “Note O – Acquisitions”, partially offset by impairment charges of $11,549,000, $3,849,000 and $1,674,000 related to intangible assets of Worthington Aritas, certain oil & gas equipment asset groups in Pressure Cylinders and WEI, respectively, as further discussed below.

Amortization expense totaled $19,679,000, $13,525,000, and $15,813,000 in fiscal 2018, fiscal 2017 and fiscal 2016, respectively.

Amortization expense for each of the next five fiscal years is estimated to be:

(in thousands)

 

 

 

 

2019

 

$

15,308

 

2020

 

$

13,299

 

2021

 

$

12,539

 

2022

 

$

10,858

 

2023

 

$

10,221

 

Impairment of Long-Lived Assets

Fiscal 2018:  During the fourth quarter of fiscal 2018, management committed to plans to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment assets within Pressure Cylinders.  As all of the criteria for classification as assets held for sale were met in both instances, the net assets of each asset group have been presented separately as assets held for sale in our consolidated balance sheets.  In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell.  The book value of Worthington Aritas exceeded its estimated fair market value of $9,000,000, resulting in an impairment charge of $42,422,000, consisting of $19,621,000, $11,549,000, and $11,252,000 related to fixed assets, intangible assets, and other assets, respectively.  The impairment charge related to intangible assets was for customer relationships and technological know-how.  The book value of the oil & gas equipment asset group also exceeded its estimated fair market value of $21,000,000, resulting in an impairment charge of $10,497,000, consisting of $4,015,000, $3,849,000, and $2,633,000 related to allocated goodwill, intangible assets, and fixed assets, respectively.  The impairment charge related to intangible assets was for the full write-off of the remaining book value of customer relationships.  In both instances, fair value was determined using observable (Level 2) inputs.


During the second quarter of fiscal 2018, the Company determined that indicators of impairment were present with regard to the goodwill and intangible assets of the former WEI reporting unit.  As a result, these assets were written down to their estimated fair value resulting in an impairment charge of $7,325,000.  During the second quarter of fiscal 2018, the Company also identified the presence of impairment indicators with regard to vacant land at the oil & gas equipment facility in Bremen, Ohio, resulting in an impairment charge of $964,000 to write the vacant land down to its estimated fair value.  

Fiscal 2016:Due to the decline in oil prices and resulting reduced demand for products, management determined that an impairment indicator was present for the long-lived assets in the Oiloil & Gas Equipmentgas equipment business within Pressure Cylinders.  The Company had tested the five asset groups in its Oiloil & Gas Equipmentgas equipment business for impairment during the fourth quarter of fiscal 2015 and again in the first quarter of fiscal 2016.  In each of these tests, the Company’s estimate of the undiscounted future cash flows for each asset group indicated that the carrying amounts were expected to be recovered as of those measurement dates.

During the second quarter of fiscal 2016, the continued decline of oil prices further reduced the demand for Oiloil & Gas Equipmentgas equipment products, causing a significant decrease in the long-term cash flow projections of that business.  Based on these revised cash flow projections, the Company determined that long-lived assets of two of the facilities with a combined carrying amount of $59,895,000 were impaired and wrote them down to their estimated fair value of $36,933,000, resulting in an impairment charge of $22,962,000.  Fair value was based on expected future cash flows using Level 3 inputs under Accounting Standard Codification (“ASC”) 820.  The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections, or 13%.  Because of deteriorating market conditions (i.e., rising interest rates and declining marketplace demand), it is possible that our estimate of discounted cash flows may change resulting in the need to adjust our determination of fair value.

As a result of the impairment of the Oiloil & Gas Equipmentgas equipment assets noted above, the Company also performed an impairment review of the goodwill of the Pressure Cylinders reporting unit during the second quarter of fiscal 2016.  The Company first assessed the reporting unit structure and determined that it was no longer appropriate to aggregate the Oiloil & Gas Equipmentgas equipment component with the rest of Pressure Cylinders for purposes of goodwill impairment testing.  This determination was driven by changes in the economic characteristics of the Oiloil & Gas Equipmentgas equipment business as a result of sustained low oil prices, which now indicateindicated that the risk profile and prospects for growth and profitability of the Oil & Gas Equipment component arewere no longer similar to the other components of our Pressure Cylinders businesses.Cylinders.  In accordance with the applicable accounting guidance, the Company allocated a portion of Pressure Cylinders goodwill totaling $25,982,000 to the Oil & Gas Equipment reporting unit using a relative fair value approach.  A subsequent comparison of the fair values of the Oil & Gas Equipment and the Pressure Cylinders reporting units, determined using discounted cash flows, to their respective carrying values indicated that a step 2 calculation to quantify a potential impairment was not required.  The key assumptions that drive the fair value calculations are projected cash flows and the discount rate.  Prior to the allocation of goodwill, the Company tested the goodwill of the old Pressure Cylinders reporting unit for impairment and determined that fair value exceeded carrying value by a significant amount.

During the first quarter of fiscal 2016, management finalized its plan to close the Engineered Cabs facility in Florence, South Carolina and transfer the majority of the business to the Engineered Cabs facility in

Greeneville, Tennessee.  Under the plan, certain machinery and equipment was transferred to the Greeneville facility to support higher volume requirements.  Management reevaluated the recoverability of the remaining assets and determined that long-lived assets with a carrying value of $4,059,000 were impaired.  As a result, these long-lived assets were written down to their estimated fair value of $1,059,000 resulting in an impairment charge of $3,000,000 during the first quarter of fiscal 2016.  The Company ceased production at the Florence facility on September 30, 2015.

Fiscal 2015:    During the fourth quarter of fiscal 2015, we determined that indicators of impairment were present with regard to intangible assets related to our compressed natural gas (“CNG”) fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value, resulting in an impairment charge of $2,344,000.

During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs reporting unit was necessary. This conclusion was based on certain indicators of impairment, including the decision to close the Company’s Engineered Cabs’ facility in Florence, South Carolina and significant downward revisions to forecasted cash flows as a result of continued weakness in the mining and agricultural end markets and higher than expected manufacturing costs.

Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs reporting unit for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sums of the undiscounted future cash flows for the customer relationship intangible asset and the property, plant and equipment of the Florence, South Carolina facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values, resulting in impairment charges of $22,356,000 for the customer relationship intangible asset and $14,311,000 for the property, plant and equipment of the Florence asset group during the third quarter of fiscal 2015. As noted above, an additional impairment charge related to the Florence asset group was later recognized during the first quarter of fiscal 2016.

As noted above, the Company determined that indicators of potential impairment existed to require an interim goodwill analysis of the Engineered Cabs reporting unit. A comparison of the fair value of the Engineered Cabs reporting unit, determined using discounted cash flows, to its carrying value indicated that a step 2 calculation to quantify the potential impairment was required. After a subsequent review of the fair value of the net assets of Engineered Cabs, it was determined that the implied fair value of goodwill was $0 and, accordingly, the entire $44,933,000 goodwill balance was written-off during the third quarter of fiscal 2015. The key assumptions used in the fair value calculations were projected cash flows and the discount rate.

During the second quarter of fiscal 2015, management committed to a plan to sell the assets of the Advanced Component Technologies, Inc. (“ACT”) business within Engineered Cabs. In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell, resulting in an impairment charge of $2,389,000. During the third quarter of fiscal 2015, the Company completed the sale of these assets and recognized a gain of $332,000.

Also during the second quarter of fiscal 2015, we determined that indicators of impairment were present at the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, and at the Company’s military construction business due to current and projected operating losses. Recoverability of the identified asset groups was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows was less than the net book value of the asset groups. In accordance with the applicable accounting guidance, the net assets were written down to their fair values, resulting in impairment charges of $3,221,000 and $1,179,000, respectively.

During the fourth quarter of fiscal 2014, the Company committed to a plan to sell its 60% ownership interest in Worthington Nitin Cylinders, a consolidated joint venture in India, and Precision Specialty Metals (“PSM”), a stainless steel business. Accordingly, at May 31, 2014, the net assets of these businesses were recorded as assets held for sale at the lower of their fair values or net book values, less selling costs. During the first half of fiscal 2015, changes in facts and circumstances related to these businesses indicated that the Company needed to reassess the fair value of these assets. As a result, additional impairment charges of $6,346,000 and $3,050,000, respectively, were recorded. The Company completed the sale of Worthington Nitin Cylinders during the second quarter of fiscal 2016.

Fiscal 2014:    As noted above, during the fourth quarter of fiscal 2014, management committed to a plan to sell Worthington Nitin Cylinders and PSM. In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell resulting in impairment charges of $18,959,000 and $7,141,000, respectively. The portion of the Worthington Nitin Cylinders impairment charge attributable to the noncontrolling interest was $7,583,000 and was recorded within net earnings attributable to noncontrolling interest.

During the fourth quarter of fiscal 2014, we determined that indicators of impairment were present at the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, due to current and projected operating losses. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the net assets were written down to their fair value of $7,034,000, resulting in an impairment charge of $1,412,000.

During the second quarter of fiscal 2014, we committed to a re-branding initiative. Under the re-branding initiative, we re-branded substantially all of our businesses under the Worthington Industries name. In connection with the change in branding strategy, we discontinued the use of all non-Worthington trade names except those related to consumer products such as BernzOmatic® and Balloon Time® and those related to our joint ventures. As a result, we determined an impairment indicator was present for the trade names that have been or will be discontinued. As no future cash flows will be attributed to the impacted trade names, the entire book value was written off, resulting in an impairment charge of $30,734,000.

Goodwill

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2016 and fiscal 2015 by reportable business segment:

   Steel
Processing		   Pressure
Cylinders		  Engineered
Cabs		  Other  Total 
(in thousands)                 

Balance at May 31, 2014

       

Goodwill

  $-    $200,509   $44,933   $127,245   $372,687  

Accumulated impairment losses

   -     -    -    (121,594)   (121,594) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   -     200,509    44,933    5,651    251,093  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions and purchase accounting adjustments

   6,587     41,421    -    -    48,008  

Divestitures

   -     (1,891)   -    -    (1,891) 

Translation adjustments

   -     (13,278)   -    -    (13,278) 

Impairment losses

   -     -    (44,933)   -    (44,933) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   6,587     26,252    (44,933)   -    (12,094) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2015

       

Goodwill

   6,587     226,761    44,933    127,245    405,526  

Accumulated impairment losses

   -     -    (44,933)   (121,594)   (166,527) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   6,587     226,761    -    5,651    238,999  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions and purchase accounting adjustments

   458     6,713    -    -    7,171  

Translation adjustments

   -     (103)   -    -    (103) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   458     6,610    -    -    7,068  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at May 31, 2016

       

Goodwill

   7,045     233,371    44,933    127,245    412,594  

Accumulated impairment losses

   -     -    (44,933)   (121,594)   (166,527) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
  $7,045    $233,371   $-   $5,651   $246,067  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

For additional information regarding the Company’s acquisitions, refer to “Note O – Acquisitions.”

Other Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from one to 20 years. The following table summarizes other intangible assets by class as of May 31, 2016 and 2015:

   2016   2015 
(in thousands)  Cost   Accumulated
Amortization		   Cost   Accumulated
Amortization		 

Indefinite-lived intangible assets:

        

Trademarks

  $14,501    $-    $12,601    $-  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total indefinite-lived intangible assets

   14,501     -     12,601     -  

Definite-lived intangible assets:

        

Customer relationships

  $96,072    $35,561    $119,871    $34,421  

Non-compete agreements

   9,422     6,237     14,221     6,897  

Technology / know-how

   21,689     3,865     15,633     2,350  

Other

   4,012     3,869     4,338     3,879  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total definite-lived intangible assets

   131,195     49,532     154,063     47,547  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total intangible assets

  $145,696    $49,532    $166,664    $47,547  
  

 

 

   

 

 

   

 

 

   

 

 

 

Amortization expense of $15,813,000, $20,422,000, and $17,386,000 was recognized during fiscal 2016, fiscal 2015 and fiscal 2014, respectively.

Amortization expense for each of the next five fiscal years is estimated to be:

(in thousands)    

2017

  $13,664  

2018

  $13,225  

2019

  $10,772  

2020

  $8,385  

2021

  $7,813  

Note D – Restructuring and Other Expense (Income), Net

We consider restructuring activities to be programs whereby we fundamentally change our operations such as closing and consolidating manufacturing facilities or moving manufacturing of a product to another location, and employee severance (including rationalizing headcount or other significant changeslocation.  Restructuring activities may also involve substantial realignment of the management structure of a business unit in personnel).response to changing market conditions.


A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income)income, net financial statement caption in our consolidated statement of earnings for fiscal 2016,2018, is summarized below:

 

 

Beginning

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending

 

(in thousands)  Beginning
Balance		   Expense Payments Adjustments Ending
Balance		 

 

Balance

 

 

Expense

 

 

Payments

 

 

Adjustments

 

 

Balance

 

Early retirement and severance

  $2,170    $6,137   $(5,746)  $(730)  $1,831  

 

$

253

 

 

$

2,549

 

 

$

(1,787

)

 

$

101

 

 

$

1,116

 

Facility exit and other costs

   371     7,967    (7,482)   (203)   653  

 

 

536

 

 

 

482

 

 

 

(1,018

)

 

 

-

 

 

 

-

 

  

 

   

 

  

 

  

 

  

 

 

 

$

789

 

 

 

3,031

 

 

$

(2,805

)

 

$

101

 

 

$

1,116

 

  $2,541     14,104   $(13,228)  $(933)  $2,484  
  

 

    

 

  

 

  

 

 

Net gain on sale of assets

     (6,927)    

 

 

 

 

 

 

(10,452

)

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Restructuring and other expense

    $7,177     
    

 

    

Restructuring and other income, net

 

 

 

 

 

$

(7,421

)

 

 

 

 

 

 

 

 

 

 

 

 

During fiscal 2016,2018, the following actions were taken related to the Company’s restructuring activities:

In connection with the closureacquisition of the Engineered Cabs facility in Florence, South CarolinaAMTROL on June 2, 2017, the Company recognized severance expense of $1,929,000 and facility exit costs of $1,283,000. The Company also recognized a net loss of $207,000$2,365,000 related to the disposal of assets.corporate management and other positions at AMTROL that were eliminated.

The Company recognized severance expense of $1,803,000 related to workforce reductions in our Oil & Gas Equipment business within Pressure Cylinders.

In connection with the closure of the Company’s stainless steel business, PSM,Precision Specialty Metals, Inc. (“PSM”), the Company recognized $5,863,000 of facility exit costs of $560,000 and a net gain on disposal of assets of $10,595,000 for the sale of the real estate of this business.  Net proceeds were $15,874,000.

In connection with other non-significant restructuring activities, the Company recognized severance expense of $1,122,000.$184,000 and a credit to facility exit costs of $78,000.  The Company also recognized a net gain of $670,000 related to theloss on disposal of assets.

In connection with the pending closure of the steel packaging facility in York, Pennsylvania, the Company recognized severance expense of $589,000.

The Company recognized a gain of $2,978,000 in connection with the sale of the remaining fixed assets of its legacy Baltimore steel processing facility. The Company also recorded a $240,000 credit to severance expense and recognized facility exit costs of $130,000 during fiscal 2016 related to this matter.$143,000.

The Company recognized a gain of $1,484,000 in connection with the sale of the remaining land and building of its legacy metal framing business.

The Company recognized a gain of $1,928,000 in connection with the sale of its interest in Worthington Nitin Cylinders, the Company’s alternative fuels joint venture in India. The sale was completed on January 28, 2016.

In connection with the consolidation of the cryogenics trailer business in Boston, Massachusetts, to the recently acquired facility in Theodore, Alabama, the Company recognized severance expense of $550,000.

The Company incurred severance expense and facility costs totaling $384,000 and $691,000, respectively, related to other non-significant restructuring activities.

The total liability as of May 31, 20162018 is expected to be paid in the next twelve months.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income) financial statement caption in our consolidated statement of earnings for fiscal 2015, is summarized as follows:

(in thousands)  Beginning
Balance		   Expense   Payments  Adjustments   Ending
Balance		 

Early retirement and severance

  $6,495    $3,323    $(7,694)  $46    $2,170  

Facility exit and other costs

��  534     1,266     (1,568)   139     371  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
  $7,029     4,589    $(9,262)  $185    $2,541  
  

 

 

     

 

 

  

 

 

   

 

 

 

Net loss on sale of assets

     2,338       
    

 

 

      

Restructuring and other expense

    $6,927       
    

 

 

      

During fiscal 2015, the following actions were taken related to the Company’s restructuring activities:

In connection with the wind-down of our former Metal Framing operating segment, we recognized $413,000 of facility exit and other costs.

The Company completed the sale of its aluminum high-pressure cylinder business in New Albany, Mississippi, for cash proceeds of $8,415,000. A loss of $2,670,000 was recognized as a result of the transaction, which included $1,891,000 of allocated goodwill. The Company also recognized an accrual of $664,000 for expected severance costs associated with the transaction.

The Company completed the sale of the ACT business within Engineered Cabs for cash proceeds of $2,622,000, resulting in a gain of $332,000.

On March 24, 2015, the Company announced a workforce reduction in several Oil & Gas Equipment locations due to slowing demand. The Company recognized an accrual of $2,221,000 for expected severance costs covering those affected by the workforce reductions.

In connection with the consolidation of the BernzOmatic hand torch manufacturing operation in Medina, New York into the existing Pressure Cylinders’ facility in Chilton, Wisconsin, we incurred $853,000 of facility exit costs.

In connection with the wind down of the Military Construction business, the Company recognized an accrual of $366,000 for expected severance costs.

Note E – Contingent Liabilities and Commitments

Legal Proceedings

We are defendants in certain legal actions.  In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our consolidated financial position or future results of operations.  We also believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations.

Insurance Recoveries

On August 19, 2013, a fire occurred at our Pressure Cylinders facility in Kienberg, Austria, in the building that houses the massing process in the production of acetylene cylinders. The other portions of the Austrian facility were not damaged; however, the massing process building sustained extensive damage and was rendered inoperable. Additionally, we incurred incremental business interruption costs. The Company had business interruption and property damage insurance and, as a result, the fire did not have a material adverse impact on the Company’s consolidated financial results.

During fiscal 2015, the Company received proceeds of $1,248,000 representing advance payments for the replacement value of damaged equipment. These proceeds were in excess of the $243,000 remaining book value of the assets, resulting in a gain of $1,005,000 within miscellaneous income.

Total proceeds received related to insurance claims since the date of loss have been as follows:

(in thousands)    

Property and equipment

  $6,892  

Business interruption

   5,521  

Other expenses

   1,001  
  

 

 

 

Total insurance proceeds

  $13,414  
  

 

 

 

Proceeds for business interruption related to the loss of profits since the date of the fire and have been recorded as a reduction of manufacturing expense, including $2,653,000 during fiscal 2015. Proceeds for other expenses represent reimbursement for incremental expenses related to the fire and were recorded as an offset to manufacturing expense, including $256,000 during fiscal 2015. This claim was settled during the third quarter of fiscal 2015.

Note F – Guarantees

We do not have guarantees that we believe are reasonably likely to have a material current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  However, as of May 31, 2016,2018, we were party to an operating lease for an aircraft in which we have guaranteed a residual value at the termination of the lease.  The maximum obligation under the terms of this guarantee was approximately $10,510,000$8,354,000 at May 31, 2016.2018.  Based on current facts and circumstances, we have estimated the likelihood of payment pursuant to this guarantee is not probable and, determined that thetherefore, no amounts have been recognized in our consolidated financial statements.

We also had in place $14,493,000 of outstanding stand-by letters of credit issued to third-party service providers at May 31, 2018.  The fair value of our obligationthese guarantee instruments, based on the likely outcome ispremiums paid, was not material.material and no amounts were drawn against them at May 31, 2018.


Note G – Debt and Receivables Securitization

The following table summarizes our long-term debt and short-term borrowings outstanding at May 31, 20162018 and 2015:2017:

 

(in thousands)  2016   2015 

2018

 

 

2017

 

Short-term borrowings

  $2,651    $90,550  

$

-

 

 

$

123

 

4.30% senior notes due August 1, 2032

 

200,000

 

 

 

-

 

4.55% senior notes due April 15, 2026

   249,567     249,524  

 

250,000

 

 

 

250,000

 

4.60% senior notes due August 10, 2024

   150,000     150,000  

 

150,000

 

 

 

150,000

 

6.50% senior notes due April 15, 2020

   149,937     149,920  

 

150,000

 

 

 

150,000

 

Term loans

   31,020     30,429  

 

829

 

 

 

30,400

 

Other

   320     320  

 

3,899

 

 

 

668

 

  

 

   

 

 

Total debt

   583,495     670,743  

 

754,728

 

 

 

581,191

 

Unamortized discount and debt issuance costs

 

(4,360

)

 

 

(2,581

)

Total debt, net

 

750,368

 

 

 

578,610

 

Less: current maturities and short-term borrowings

   3,513     91,391  

 

1,474

 

 

 

6,814

 

  

 

   

 

 

Total long-term debt

  $579,982    $579,352  

$

748,894

 

 

$

571,796

 

  

 

   

 

 

Short-term borrowings at May 31, 2016, consisted of an aggregate of $2,651,000 outstanding under various credit facilities maintained by our consolidated affiliate, Worthington Aritas.Maturities on long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:

We maintain a $100,000,000 revolving trade accounts receivable securitization facility (the “AR Facility”) that expires in January 2018 and was available throughout fiscal 2016 and fiscal 2015. Pursuant to the terms of the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on a revolving basis, to Worthington Receivables Corporation (“WRC”), a wholly-owned, consolidated, bankruptcy-remote subsidiary. In turn, WRC may sell without recourse, on a revolving basis, up to $100,000,000 of undivided ownership interests in this pool of accounts receivable to a multi-seller, asset-backed commercial paper conduit (the “Conduit”). Purchases by the Conduit are financed with the sale of A1/P1 commercial paper. We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest. Because the amount eligible to be sold excludes receivables more than 90 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal. The book value of the retained portion of the pool of accounts receivable approximates fair value. As of May 31, 2016, no undivided ownership interests in this pool of accounts receivable had been sold. Facility fees of $540,000, $723,000, and $652,000 were recognized within interest expense during fiscal 2016, fiscal 2015 and fiscal 2014, respectively.

(in thousands)

 

 

 

 

2019

 

$

1,474

 

2020

 

 

151,111

 

2021

 

 

639

 

2022

 

 

656

 

2023

 

 

541

 

Thereafter

 

 

600,307

 

Total

 

$

754,728

 

We maintain a $500,000,000 multi-year revolving credit facility (the “Credit Facility”) with a group of lenders that matures in April 2020. Borrowings under the Credit Facility typically have maturities of less than one year and given that our intention has been to repay them within a year, they have been classified as short-term borrowings within current liabilities on our consolidated balance sheets. However, we can also extend the term of amounts borrowed by renewing these borrowings for the term of the Credit Facility. We have the option to borrow at rates equal to an applicable margin over the LIBOR, Prime or Fed Funds rates. The applicable margin is determined by our credit rating. There were no borrowings outstanding under the Credit Facility at May 31, 2016.

We also had letters of credit totaling $16,428,000 outstanding as of May 31, 2016. These letters of credit have been issued to third-party service providers and had no amounts drawn against them at May 31, 2016.Long-Term Debt

On September 26, 2014, our consolidated joint venture in Turkey, Worthington Aritas executed a five-year term loan denominated in Euros. As of May 31, 2016, we had borrowed $28,445,000 against the facility. The facility bearsEuros, with interest at a variable rate based on EURIBOR. The applicable variable rate was 1.500% at May 31, 2016.  On October 15, 2014, we entered into an interest rate swap to fix the interest rate on 60% of the borrowings outstanding under this facility at 2.015% starting on December 26, 2014 through September 26, 2019.2014.  Borrowings against the facility are beingwere used for the construction of a new cryogenics manufacturing facility in Turkey.  In anticipation of the planned sale of the Company’s cryogenics business in Turkey, the Company paid off this term loan and settled the derivative instrument for an immaterial loss during the fourth quarter of fiscal 2018.

On July 28, 2017, we issued $200,000,000 aggregate principal amount of senior unsecured notes due August 1, 2032 (the “2032 Notes”).  The 2032 Notes bear interest at a rate of 4.300%.  The 2032 Notes were sold to the public at 99.901% of the principal amount thereof, to yield 4.309% to maturity.  We used a portion of the net proceeds from the offering to repay amounts then outstanding under our multi-year revolving credit facility and amounts then outstanding under our revolving trade accounts receivable securitization facility, both of which are described in more detail below.  We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes.  The interest rate swap had a notional amount of $150,000,000 to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 2032 Notes.  Upon pricing of the 2032 Notes, the derivative instrument was settled resulting in a gain of approximately $3,098,000, which was reflected in AOCI.  Approximately $2,116,000 and $198,000 were allocated to debt issuance costs and the debt discount, respectively.  The debt issuance costs and the debt discount were recorded on the consolidated balance sheet within long-term debt as a contra-liability.  Each will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the 2032 Notes.  The unamortized portion of the debt issuance costs and debt discount was $1,998,000 and $187,000, respectively, at May 31, 2018.


On April 15, 2014, we issued $250,000,000 aggregate principal amount of unsecured senior notes due on April 15, 2026 (the “2026 Notes”).  The 2026 Notes bear interest at a rate of 4.55%.  The 2026 Notes were sold to the public at 99.789% of the principal amount thereof, to yield 4.573% to maturity.  We used a portion of the net proceeds from the offering to repay borrowings then outstanding under our revolving credit facilities.facilities.  Approximately $3,081,000, $2,256,000$2,279,000 and $528,000 of the aggregate proceeds were allocated to the settlement of a derivative contract entered into in anticipation of the issuance of the 2026 Notes, debt issuance costs, and the debt discount, respectively.  The debt discount, debt issuance costs and debt discount were recorded on the consolidated balance sheets within long-term debt as a contra-liability, and the loss on the derivative contract were recorded on the consolidated balance sheet as of May 31, 2016, within long-term debt as a contra-liability, short- and long-term other assets and AOCI respectively..  Each will continue to be recognized,amortized, through interest expense, in our consolidated statements of earnings over the term of the 2026 Notes.  The unamortized portion of the debt issuance costs and debt discount was $1,867,000$1,488,000 and $433,000,$344,000, respectively, at May 31, 2016.2018 and $1,677,000 and $388,000, respectively at May 31, 2017.

On August 10, 2012, we issued $150,000,000 aggregate principal amount of unsecured senior notes due August 10, 2024 (the “2024 Notes”).  The 2024 Notes bear interest at a rate of 4.60%.  The net proceeds from this issuance were used to repay a portion of the then outstanding borrowings under our revolving credit facilities.  Approximately $80,000 of the aggregate proceeds were allocated to debt issuance costs.  The unamortized portion of the debt issuance costs was $41,000 and $48,000 at May 31, 2018 and 2017, respectively.

On April 27, 2012, we executed a $5,880,000 seven-year term loan that matures on May 1, 2019 and requires monthly payments of $76,350.  The loan bears interest at a rate of 2.49% and is secured by an aircraft that was purchased with its proceeds.  Borrowings outstanding totaled $2,575,000$829,000 and $1,713,000 as of May 31, 2016.2018 and 2017, respectively.

On April 13, 2010, we issued $150,000,000 aggregate principal amount of unsecured senior notes due on April 15, 2020 (the “2020 Notes”).  The 2020 Notes bear interest at a rate of 6.50%.  The 2020 Notes were sold to the public at 99.890% of the principal amount thereof, to yield 6.515% to maturity.  We used the net proceeds from the offering to repay a portion of the then outstanding borrowings under our revolving credit facilities.  Approximately $165,000, $1,535,000$1,358,000, $1,486,000 and $1,358,000 of the aggregate proceeds$165,000 were allocated to the debt discount, debt issuance costs, and the settlement of a derivative contract entered into in anticipation of the issuance of the 2020 Notes. The debt discount,Notes, debt issuance costs, and the loss on the derivative contractdebt discount.  The debt discount and debt issuance costs were recorded on the consolidated balance sheets within long-term debt as a contra-liability, short- and long-term other assets and the loss on the derivative contract within AOCI respectively..  Each will continue to be recognized,amortized, through interest expense, in our consolidated statements of earnings over the remaining term of the 2020 Notes.  The unamortized portion of the debt issuance costs and debt discount was $569,000$272,000 and $63,000,$30,000, respectively, at May 31, 2016.2018 and $421,000 and $47,000, respectively at May 31, 2017.

MaturitiesOther Financing Arrangements

We maintain a $50,000,000 revolving trade accounts receivable securitization facility (the “AR Facility”).  On January 16, 2018, the Company amended the terms of the AR Facility, extending the maturity by one year to January 2019 and reducing the borrowing capacity from $100,000,000 to $50,000,000.  Pursuant to the terms of the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on long-term debta revolving basis, to Worthington Receivables Corporation (“WRC”), a wholly-owned, consolidated, bankruptcy-remote subsidiary.  In turn, WRC may sell without recourse, on a revolving basis, up to $50,000,000 of undivided ownership interests in this pool of accounts receivable to a third-party bank.  We retain an undivided interest in this pool and short-termare subject to risk of loss based on the collectability of the receivables from this retained interest.  Because the amount eligible to be sold excludes receivables more than 90 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal.  As of May 31, 2018, no undivided ownership interests in this pool of accounts receivable had been sold.  Facility fees of $383,000, $354,000, and $540,000 were recognized within interest expense during fiscal 2018, fiscal 2017 and fiscal 2016, respectively.


We also maintain a $500,000,000 multi-year revolving credit facility (the “Credit Facility”) with a group of lenders.  On February 16, 2018, the Company amended the terms of the Credit Facility, extending the maturity by three years to February 2023. Debt issuance costs of $805,000 were incurred as a result of the renewal.  These costs have been deferred and will be amortized over the life of the Credit Facility to interest expense.  Borrowings under the Credit Facility have maturities of up to one year.  We have the option to borrow at rates equal to an applicable margin over the LIBOR, Prime rate or Overnight Bank Funding rate.  The applicable margin is determined by our credit rating.  There were no borrowings outstanding under the Credit Facility at May 31, 2018.  As discussed in “Note F – Guarantees,” we provided $14,493,000 in letters of credit for third-party beneficiaries as of May 31, 2018.  While not drawn against at May 31, 2018, $13,245,000 of these letters of credit were issued against availability under the next five fiscal years, and the remaining years thereafter, are as follows:Credit Facility, leaving $486,755,000 available at May 31, 2018.

(in thousands)    

2017

  $3,513  

2018

   6,573  

2019

   6,518  

2020

   167,067  

2021

   -  

Thereafter

   400,320  
  

 

 

 

Total

  $583,991  
  

 

 

 

Note H – Comprehensive Income (Loss)

Other Comprehensive Income (Loss):The following table summarizes the tax effects of each component of other comprehensive income (loss) for the fiscal years ended May 31:

 

 2016 2015 2014 

2018

 

 

2017

 

 

2016

 

(in thousands) Before-
Tax		 Tax Net-of-
Tax		 Before-
Tax		 Tax Net-of-
Tax		 Before-
Tax		 Tax Net-of-
Tax		 

Before-Tax

 

 

Tax

 

 

Net-of-Tax

 

 

Before-Tax

 

 

Tax

 

 

Net-of-Tax

 

 

Before-Tax

 

 

Tax

 

 

Net-of-Tax

 

Foreign currency translation

 $4,716   $-   $4,716   $(34,229)  $-   $(34,229)  $7,618   $-   $7,618  

$

12,744

 

 

$

-

 

 

$

12,744

 

 

$

1,342

 

 

$

-

 

 

$

1,342

 

 

$

4,716

 

 

$

-

 

 

$

4,716

 

Pension liability adjustment

  (3,233)   1,175    (2,058)   (5,652)   1,914    (3,738)   (1,555)   511    (1,044) 

 

1,875

 

 

 

(309

)

 

 

1,566

 

 

 

3,400

 

 

 

(1,158

)

 

 

2,242

 

 

 

(3,233

)

 

 

1,175

 

 

 

(2,058

)

Cash flow hedges

  35,524    (13,316)   22,208    (18,605)   6,952    (11,653)   3,548    (1,039)   2,509  

 

1,351

 

 

 

(392

)

 

 

959

 

 

 

(4,522

)

 

 

1,700

 

 

 

(2,822

)

 

 

35,524

 

 

 

(13,316

)

 

 

22,208

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

 $37,007   $(12,141)  $24,866   $(58,486)  $8,866   $(49,620)  $9,611   $(528)  $9,083  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income

$

15,970

 

 

$

(701

)

 

$

15,269

 

 

$

220

 

 

$

542

 

 

$

762

 

 

$

37,007

 

 

$

(12,141

)

 

$

24,866

 

Accumulated Other Comprehensive Loss:The components of the changes in accumulated other comprehensive loss for the fiscal yearyears ended May 31, 20162018 and May 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

Foreign

 

 

Pension

 

 

 

 

 

 

Other

 

 

 

Currency

 

 

Liability

 

 

Cash Flow

 

 

Comprehensive

 

(in thousands)

 

Translation

 

 

Adjustment

 

 

Hedges

 

 

Loss

 

Balance at May 31, 2016

 

$

(18,728

)

 

$

(17,061

)

 

$

7,224

 

 

$

(28,565

)

Other comprehensive income before reclassifications

 

 

1,370

 

 

 

2,841

 

 

 

7,669

 

 

 

11,880

 

Reclassification adjustments to income (a)

 

 

-

 

 

 

559

 

 

 

(12,191

)

 

 

(11,632

)

Income taxes

 

 

-

 

 

 

(1,158

)

 

 

1,700

 

 

 

542

 

Balance at May 31, 2017

 

$

(17,358

)

 

$

(14,819

)

 

$

4,402

 

 

$

(27,775

)

Other comprehensive income before reclassifications

 

 

12,371

 

 

 

1,402

 

 

 

14,980

 

 

 

28,753

 

Reclassification adjustments to income (a)

 

 

-

 

 

 

473

 

 

 

(13,629

)

 

 

(13,156

)

Reclassification of stranded tax effects

 

 

-

 

 

 

(2,818

)

 

 

1,117

 

 

 

(1,701

)

Current income tax effect

 

 

-

 

 

 

(309

)

 

 

(392

)

 

 

(701

)

Balance at May 31, 2018

 

$

(4,987

)

 

$

(16,071

)

 

$

6,478

 

 

$

(14,580

)

 

  Foreign
Currency
Translation		  Pension
Liability
Adjustment		  Cash Flow
Hedges		  Accumulated
Other
Comprehensive
Loss		 
(in thousands)            

Balance as of May 31, 2015

 $(20,717)  $(15,003)  $(14,984)  $(50,704) 

Other comprehensive income (loss) before reclassifications

  1,989    (3,667)   7,283    5,605  

Reclassification adjustments to income (a)

  -    434    28,241    28,675  

Income taxes

  -    1,175    (13,316)   (12,141) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of May 31, 2016

 $(18,728)  $(17,061)  $7,224   $(28,565) 
 

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)

The statement of earnings classification of amounts reclassified to income for cash flow hedges is disclosed in “Note P – Derivative Instruments and Hedging Activities.”

The estimated net amount of the gains in AOCI at May 31, 20162018 expected to be reclassified into net earnings within the succeeding twelve months is $6,792,000$5,775,000 (net of tax of $4,127,000)$1,751,000).  This amount was computed using the fair value of the cash flow hedges at May 31, 2016,2018, and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2017.2018.


Note I – Equity

Preferred Shares:  The Worthington Industries, Inc. Amended Articles of Incorporation authorize two classes of preferred shares and their relative voting rights.  The Board of Directors of Worthington Industries, Inc. is empowered to determine the issue prices, dividend rates, amounts payable upon liquidation and other terms of the preferred shares when issued.  No preferred shares are issued or outstanding.

Common Shares:On June 29, 2011,26, 2014, Worthington Industries, Inc. announced that on June 25, 2014, the Board of Directors of Worthington Industries, Inc. authorized the repurchase of up to 10,000,000 of our outstanding common shares,shares.  As of which none remained available for repurchase at May 31, 2015. During fiscal 2015, 1,722,332the end of the month of April, 2018 a total of 10,000,000 common shares werehad been repurchased under this authorization and, no further purchases may be made under this authorization.

On June 25, 2014,September 27, 2017, the Board of Worthington Industries, Inc. authorized the repurchase of up to an additional 10,000,000 of our outstanding6,828,855 common shares.  AnThe total number of common shares available for repurchase at May 31, 2018 was 6,500,000.

During fiscal 2018, we repurchased 4,375,000 common shares having an aggregate cost of 3,500,000 and 2,453,855$204,267,000.  During fiscal 2017, no common shares were repurchased under this authorization during fiscal 2016 and fiscal 2015, respectively. At May 31, 2016, 4,046,145common shares remained available for repurchase under thisthe then-existing authorization.

During fiscal 2016, and fiscal 2015, we paid $99,847,000 and $127,360,000 to repurchaserepurchased 3,500,000 and 4,176,187 of our common shares respectively,having an aggregate cost of $99,847,000 under these authorizations.the then-existing authorization.

The commonCommon shares available for repurchase under these authorizationsthe authorization currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations.  Repurchases may be made on the open market or through privately negotiated transactions.

On October 1, 2014, the Company amended its non-qualified deferred compensation plans for employees to require that any portion of a participant’s current account credited to the theoretical common share option, which reflects the fair value of the Company’s common shares with dividends reinvested, and any new contributions credited to the theoretical common share option remain credited to the theoretical common share option until distributed.  For amounts credited to the theoretical common share option, payouts are required to be made in the form of whole common shares of the Company and cash in lieu of fractional common shares.  As a result, we account for the deferred compensation obligation credited to the theoretical

common share option within equity.  The amounts recorded in equity which totaled $960,000$1,218,000 and $14,560,000 for$1,259,000 during fiscal 20162018 and fiscal 2015,2017, respectively.  Prior to October 1, 2014, participant accounts credited to the theoretical common share option were settled in cash and classified as a liability in the Company’s consolidated balance sheet.sheets.

Note J – Stock-Based Compensation

Under our employee and non-employee director stock-based compensation plans (the “Plans”), we may grant incentive or non-qualified stock options, restricted common shares and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors.  We classify share-based compensation expense within SG&A expense to correspond with the same financial statement caption as the majority of the cash compensation paid to employees.  A total of 4,886,3932,958,967 of our common shares were authorized and available for issuance in connection with the stock-based compensation plans in place at May 31, 2016.2018.

We recognized pre-tax stock-based compensation expense of $15,836,000$13,758,000 ($10,056,0009,482,000 after-tax), $17,916,000$14,349,000 ($11,500,0009,112,000 after-tax), and $22,017,000$15,836,000 ($13,778,00010,056,000 after-tax) under the Plans during fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.  At May 31, 2016,2018, the total unrecognized compensation cost related to non-vested awards was $9,963,000,$14,312,000, which will be expensed over the next three fiscal years.

Non-Qualified Stock Options

Stock options may be granted to purchase common shares at not less than 100% of the fair market value of the underlying common shares on the date of the grant.  All outstanding stock options are non-qualified stock options.  The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the date of grant.  Generally, stock options granted to employees vest and become exercisable at the rate of (i) 20% per year for options issued before June 30, 2011, and (ii) 33% per year for options issued on or after June 30, 2011, in each case beginning one year from the date of grant, and expire ten years after the date of grant.  Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the date of grant or (b) the date on which the next annual meeting of shareholders is held following the date of grant for any stock option granted as of the date of an annual meeting of shareholders of Worthington Industries, Inc.  Stock options can be exercised through net-settlement, at the election of the option holder.


U.S. GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant-date fair value.  We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions.  The computation of fair values for all stock options incorporates the following assumptions: expected volatility (based on the historical volatility of our common shares); risk-free interest rate (based on the United States Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of our common shares over the preceding annual period).

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years.  For each grant, the exercise price was equal to the closing market price of the underlying common shares at each respective grant date.  The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates.  The calculated pre-tax stock-based compensation expense for these stock options, which is after an estimate of forfeitures, will be recognized on a straight-line basis over the respective vesting periods of the stock options.

 

  2016   2015   2014 
(in thousands, except per share amounts)            

 

2018

 

 

2017

 

 

2016

 

Granted

   154     97     130  

 

 

90

 

 

 

111

 

 

 

154

 

Weighted average exercise price, per share

  $30.92    $42.95    $32.21  

 

$

47.76

 

 

$

42.30

 

 

$

30.92

 

Weighted average grant date fair value, per share

  $9.55    $17.96    $12.92  

 

$

14.99

 

 

$

11.60

 

 

$

9.55

 

Pre-tax stock-based compensation

  $1,305    $1,553    $1,539  

Pre-tax stock-based compensation, net of forfeitures

 

$

1,203

 

 

$

1,146

 

 

$

1,305

 

The weighted average fair value of stock options granted in fiscal 2016,2018, fiscal 20152017 and fiscal 20142016 was based on the Black-Scholes option pricing model with the following weighted average assumptions:

 

  2016 2015 2014 

 

2018

 

 

2017

 

 

2016

 

Assumptions used:

    

 

 

 

 

 

 

 

 

 

 

 

 

Dividend yield

   2.33%   1.88%   2.28% 

 

 

1.81

%

 

 

2.59

%

 

 

2.33

%

Expected volatility

   38.40%   50.92%   52.23% 

 

 

36.65

%

 

 

36.86

%

 

 

38.40

%

Risk-free interest rate

   1.98%   1.88%   1.69% 

 

 

1.98

%

 

 

1.15

%

 

 

1.98

%

Expected life (years)

   6.0    6.0    6.0  

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

The following tables summarize our stock option activity for the years ended May 31:

 

 

2018

 

 

2017

 

 

2016

 

  2016   2015   2014 
(in thousands, except per share)  Stock
Options		 Weighted
Average
Exercise
Price		   Stock
Options		 Weighted
Average
Exercise
Price		   Stock
Options		 Weighted
Average
Exercise
Price		 

(in thousands, except per share amounts)

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

Outstanding, beginning of year

   4,044   $18.25     4,752   $17.58     5,517   $17.19  

 

 

2,307

 

 

$

20.99

 

 

 

3,306

 

 

$

19.01

 

 

 

4,044

 

 

$

18.25

 

Granted

   154    30.92     97    42.95     130    32.21  

 

 

90

 

 

 

47.76

 

 

 

111

 

 

 

42.30

 

 

 

154

 

 

 

30.92

 

Exercised

   (874)   17.22     (758)   17.24     (828)   17.39  

 

 

(371

)

 

 

20.37

 

 

 

(1,076

)

 

 

16.90

 

 

 

(874

)

 

 

17.22

 

Forfeited

   (18)   32.25     (47)   17.00     (67)   16.13  

 

 

(7

)

 

 

33.02

 

 

 

(34

)

 

 

29.95

 

 

 

(18

)

 

 

32.25

 

  

 

    

 

    

 

  

Outstanding, end of year

   3,306    19.01     4,044    18.25     4,752    17.58  

 

 

2,019

 

 

 

22.26

 

 

 

2,307

 

 

 

20.99

 

 

 

3,306

 

 

 

19.01

 

  

 

    

 

    

 

  

Exercisable at end of year

   3,059    17.85     3,276    17.63     2,996    17.57  

 

 

1,800

 

 

 

20.03

 

 

 

2,067

 

 

 

19.17

 

 

 

3,059

 

 

 

17.85

 

  

 

    

 

    

 

  

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Aggregate

 

 

Number of

 

 

Contractual

 

 

Intrinsic

 

 

Stock Options

 

 

Life

 

 

Value

 

 

(in thousands)

 

 

(in years)

 

 

(in thousands)

 

May 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

2,019

 

 

 

3.59

 

 

$

51,858

 

Exercisable

 

 

1,800

 

 

 

3.06

 

 

$

50,673

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

2,307

 

 

 

3.95

 

 

$

48,509

 

Exercisable

 

 

2,067

 

 

 

3.47

 

 

$

47,488

 

  Number of
Stock Options
(in thousands)		   Weighted
Average
Remaining
Contractual
Life
(in years)		   Aggregate
Intrinsic Value
(in thousands)		 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2016

      

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

   3,306     4.33    $61,178  

 

 

3,306

 

 

 

4.33

 

 

$

61,178

 

Exercisable

   3,059     4.01     60,082  

 

 

3,059

 

 

 

4.01

 

 

$

60,082

 

May 31, 2015

      

Outstanding

   4,044     4.82    $38,277  

Exercisable

   3,276     4.42     31,625  

May 31, 2014

      

Outstanding

   4,752     5.50    $107,970  

Exercisable

   2,996     4.67     68,108  

During fiscal 2016, the

The total intrinsic value of stock options exercised during fiscal 2018 was $9,084,000.$5,758,000.  The total amount of cash received from the exercise of stock options during fiscal 20162018 was $7,893,000,$3,864,000, and the related excess tax benefit realized from share-based payment awards was $3,178,000.$4,075,000.

The following table summarizes information about non-vested stock option awards for fiscal 2016:the year ended May 31, 2018:

 

 

 

 

 

 

Weighted Average

 

 

Number of

 

 

Grant Date

 

 

Stock Options

 

 

Fair Value

 

  Number of
Stock Options
(in thousands)		   Weighted
Average
Grant
Date Fair
Value Per
Share		 

 

(in thousands)

 

 

per share

 

Non-vested, beginning of year

   768    $7.66  

 

 

240

 

 

$

9.99

 

Granted

   154     8.50  

 

 

90

 

 

 

14.99

 

Vested

   (657)    6.63  

 

 

(104

)

 

 

11.06

 

Forfeited

   (18)    7.87  

 

 

(7

)

 

 

9.59

 

  

 

   

Non-vested, end of year

   247    $10.91  

 

 

219

 

 

$

11.55

 

  

 

   

Service-Based Restricted Common Shares

We have awarded restricted common shares to certain employees and non-employee directors that contain service-based vesting conditions.  Service-based restricted common shares granted to employees cliff vest three years from the date of grant.  Service-based restricted common shares granted to non-employee directors vest under the same parameters as the non-employee stock options discussed above.  TheseAll service-based restricted common shares are valued at the closing market price of our common shares on the date of the grant.

The table below sets forth the service-basedrestricted common shares we granted during each of fiscal 2016,2018, fiscal 20152017 and fiscal 2014.2016.  The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective vesting periods.

 

(in thousands, except per share amounts)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

Granted

   217     240     380  

 

 

176

 

 

 

525

 

 

 

217

 

Weighted average grant date fair value, per share

  $29.49    $40.05    $33.14  

 

$

47.88

 

 

$

42.28

 

 

$

29.49

 

Pre-tax stock-based compensation

  $5,800    $8,660    $11,307  

Pre-tax stock-based compensation, net of forfeitures

 

$

7,605

 

 

$

19,841

 

 

$

5,800

 


The following tables summarize the activity for ourservice-based restricted common share activityshares for the years ended May 31:

 

 

2018

 

 

2017

 

 

2016

 

 2016 2015 2014 
(in thousands, except per share) Restricted
Common
Shares		 Weighted
Average
Grant
Date Fair
Value		 Restricted
Common
Shares		 Weighted
Average
Grant
Date Fair
Value		 Restricted
Common
Shares		 Weighted
Average
Grant
Date Fair
Value		 

(in thousands, except per share amounts)

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Outstanding, beginning of year

  635   $33.65    573   $28.36    399   $18.74  

 

 

865

 

 

$

39.49

 

 

 

698

 

 

$

33.69

 

 

 

635

 

 

$

33.65

 

Granted

  217    29.49    240    40.05    380    33.14  

 

 

176

 

 

 

47.88

 

 

 

525

 

 

 

42.28

 

 

 

217

 

 

 

29.49

 

Vested

  (120)   24.14    (142)   23.32    (185)   17.17  

 

 

(205

)

 

 

40.96

 

 

 

(310

)

 

 

31.81

 

 

 

(120

)

 

 

24.14

 

Forfeited

  (34)   34.53    (36)   32.62    (21)   30.70  

 

 

(40

)

 

 

41.58

 

 

 

(48

)

 

 

38.82

 

 

 

(34

)

 

 

34.53

 

 

 

   

 

   

 

  

Outstanding, end of year

  698    33.69    635    33.65    573    28.36  

 

 

796

 

 

 

40.80

 

 

 

865

 

 

 

39.49

 

 

 

698

 

 

 

33.69

 

 

 

   

 

   

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average remaining contractual life of outstanding restricted common shares (in years)

  1.04     1.41     1.61   

Aggregate intrinsic value of outstanding restricted common shares

 $26,059    $17,269    $23,112   

Aggregate intrinsic value of restricted common shares vested during the year

 $3,527    $5,400    $7,499   

Weighted average remaining contractual life of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding restricted common shares (in years)

 

 

1.21

 

 

 

 

 

 

 

1.57

 

 

 

 

 

 

 

1.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate intrinsic value of outstanding restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common shares

 

$

38,160

 

 

 

 

 

 

$

36,298

 

 

 

 

 

 

$

26,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate intrinsic value of restricted common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vested during the year

 

$

10,330

 

 

 

 

 

 

$

12,840

 

 

 

 

 

 

$

3,527

 

 

 

 

 

Market-Based Restricted Common Shares

During fiscal 2015, we granted an aggregate of 50,000 market-based restricted common shares to two key employees under one of our stock-based compensation plans.  Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $60.00 per share and remaining at or above that price for 30 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period.  The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $32.06 per share.  The following assumptions were used to determine the grant-date fair value and the derived service period for these market-based restricted common shares:

 

Dividend yield

1.60

%

Expected volatility

44.00

%

Risk-free interest rate

1.70

%

The calculated pre-tax stock-based compensation expense for these restricted common shares was determined to be $1,603,000 and will continue to be recognized on a straight-line basis over$1,603,000.  In fiscal 2016, 25,000 of these shares were cancelled.  At May 31, 2018, the remaining vesting period.25,000 restricted common shares were outstanding.

Performance Shares

We have awarded performance shares to certain key employees that are contingent (i.e., vest) upon achieving corporate targets for cumulative corporate economic value added, earnings per share growth and, in the case of business unit executives, business unit operating income targets for the three-year periods ended or ending May 31, 2016, 20172018, 2019 and 2018.2020.  These performance share awards will be paid, to the extent earned, in common shares of the Company in the fiscal quarter following the end of the applicable three-year performance period.  The fair value of our performance shares is determined by the closing market prices of the underlying common shares at their respective grant dates and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued.


The table below sets forth the performance shares we granted (at target levels) during fiscal 2016,2018, fiscal 20152017 and fiscal 2014:2016:

 

(in thousands, except per share amounts)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

Granted

   87     61     59  

 

 

54

 

 

 

67

 

 

 

87

 

Weighted average grant date fair value, per share

  $30.12    $42.71    $33.33  

 

$

50.61

 

 

$

44.91

 

 

$

31.12

 

Pre-tax stock-based compensation

  $2,623    $2,611    $1,958  

 

$

2,748

 

 

$

2,995

 

 

$

2,623

 

Note K – Employee Pension Plans

We provide retirement benefits to employees mainly through defined contribution retirement plans.  Eligible participants make pre-tax contributions based on elected percentages of eligible compensation, subject to annual addition and other limitations imposed by the Internal Revenue Code and the various plans’ provisions.  Company contributions consist of company matching contributions, annual or monthly employer contributions and discretionary contributions, based on individual plan provisions.

We also have one defined benefit plan, The Gerstenslager Company Bargaining Unit Employees’ Pension Plan (the “Gerstenslager Plan” or “defined benefit plan”).  The Gerstenslager Plan is anon-contributory non‑contributory pension plan, which covers certain employees based on age and length of service.  Our contributions have complied with ERISA’sERISA's minimum funding requirements.  Effective May 9, 2011, in connection with the formation of the ArtiFlex joint venture, the Gerstenslager Plan was frozen, which qualified as a curtailment under the applicable accounting guidance.  We did not recognize a gain or loss in connection with the curtailment of the Gerstenslager Plan.

The following table summarizes the components of net periodic pension cost for the defined benefit plan and the defined contribution plans for the years ended May 31:

 

(in thousands)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

Defined benefit plan:

      

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

  $1,621    $1,541    $1,403  

 

$

1,522

 

 

$

1,527

 

 

$

1,621

 

Actual return (loss) on plan assets

   (1,154)    1,846     2,524  

Actuarial (return) loss on plan assets

 

 

(1,361

)

 

 

(2,224

)

 

 

1,154

 

Net amortization and deferral

   (356)    (3,641)    (4,175) 

 

 

(20

)

 

 

1,025

 

 

 

(2,664

)

  

 

   

 

   

 

 

Net periodic pension cost (benefit) on defined benefit plan

   111     (254)    (248) 

Net periodic pension cost on defined benefit plan

 

 

141

 

 

 

328

 

 

 

111

 

Defined contribution plans

   13,300     13,270     12,586  

 

 

14,972

 

 

 

14,542

 

 

 

13,300

 

  

 

   

 

   

 

 

Total retirement plan cost

  $13,411    $13,016    $12,338  

 

$

15,113

 

 

$

14,870

 

 

$

13,411

 

  

 

   

 

   

 

 

The following actuarial assumptions were used for our defined benefit plan:

 

  2016 2015 2014 

 

2018

 

 

2017

 

 

2016

 

To determine benefit obligation:

    

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

   3.75%   4.07%   4.38% 

 

 

4.02

%

 

 

3.94

%

 

 

3.75

%

To determine net periodic pension cost:

    

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

   4.07%   4.38%   4.44% 

 

 

3.94

%

 

 

3.75

%

 

 

4.07

%

Expected long-term rate of return

   7.00%   7.00%   8.00% 

 

 

7.00

%

 

 

7.00

%

 

 

7.00

%

Rate of compensation increase

   n/a    n/a    n/a  

 

n/a

 

 

n/a

 

 

n/a

 

To calculate the discount rate we used the expected cash flows of the benefit payments and the Citigroup Pension Index.  The Gerstenslager Plan’s expected long-term rate of return in fiscal 2016,2018, fiscal 20152017 and fiscal 20142016 was based on the actual historical returns adjusted for a change in the frequency of lump-sum settlements upon retirement.  In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.


The following tables provide a reconciliation of the changes in the projected benefit obligation and fair value of plan assets and the funded status forof the Gerstenslager Plan during fiscal 2016 and fiscal 2015 as of, and for the respective measurement dates:fiscal years ended May 31:

 

(in thousands)  May 31,
2016		   May 31,
2015		 

 

2018

 

 

2017

 

Change in benefit obligation

    

 

 

 

 

 

 

 

 

Benefit obligation, beginning of year

  $40,227    $35,539  

 

$

39,174

 

 

$

41,168

 

Interest cost

   1,621     1,541  

 

 

1,522

 

 

 

1,527

 

Actuarial loss

   759     3,924  

Actuarial gain

 

 

(1,516

)

 

 

(2,459

)

Benefits paid

   (1,439)    (777) 

 

 

(1,170

)

 

 

(1,062

)

  

 

   

 

 

Benefit obligation, end of year

  $41,168    $40,227  

Benefits obligation, end of year

 

$

38,010

 

 

$

39,174

 

  

 

   

 

 

 

 

 

 

 

 

 

 

Change in plan assets

    

 

 

 

 

 

 

 

 

Fair value, beginning of year

  $28,159    $26,470  

 

$

27,022

 

 

$

25,566

 

Actual return (loss) on plan assets

   (1,154)    1,846  

Actuarial return on plan assets

 

 

1,361

 

 

 

2,224

 

Company contributions

   -     620  

 

 

-

 

 

 

294

 

Benefits paid

   (1,439)    (777) 

 

 

(1,171

)

 

 

(1,062

)

  

 

   

 

 

Fair value, end of year

  $25,566    $28,159  

 

 

27,212

 

 

 

27,022

 

  

 

   

 

 

Funded status

  $(15,602)   $(12,068) 

 

$

(10,798

)

 

$

(12,152

)

  

 

   

 

 

 

 

 

 

 

 

 

 

Amounts recognized in the consolidated balance sheets consist of:

    

 

 

 

 

 

 

 

 

Other liabilities

  $(15,602)   $(12,068) 

 

$

(10,798

)

 

$

(12,152

)

Accumulated other comprehensive loss

   21,324     17,900  

 

 

16,343

 

 

 

17,839

 

 

 

 

 

 

 

 

 

Amounts recognized in accumulated other comprehensive loss consist of:

    

 

 

 

 

 

 

 

 

Net loss

   21,324     17,900  

 

 

16,343

 

 

 

17,839

 

  

 

   

 

 

Total

  $21,324    $17,900  

 

$

16,343

 

 

$

17,839

 

  

 

   

 

 

The following table shows other changes in plan assets and benefit obligations recognized in OCI during the fiscal yearyears ended May 31:

 

(in thousands)  2016   2015 

Net actuarial loss

  $(3,858)   $(4,199) 

Amortization of net loss

   434     327  
  

 

 

   

 

 

 

Total recognized in other comprehensive loss

  $(3,424)   $(3,872) 
  

 

 

   

 

 

 

Total recognized in net periodic benefit cost and other comprehensive loss

  $(3,535)   $(3,618) 
  

 

 

   

 

 

 

(in thousands)

 

2018

 

 

2017

 

Net actuarial gain

 

$

1,023

 

 

$

2,926

 

Amortization of net loss

 

 

473

 

 

 

559

 

Total recognized in other comprehensive income

 

$

1,496

 

 

$

3,485

 

Total recognized in net periodic benefit cost and other comprehensive income

 

$

1,355

 

 

$

3,157

 

The estimated net loss for the defined benefit plan that will be amortized from AOCI into net periodic pension cost over theduring fiscal year ending May 31, 20172019 is $559,000.$441,000.

Pension plan assets are required to be disclosed at fair value in the consolidated financial statements.  Fair value is defined in “Note Q – Fair Value Measurements.”  The pension plan assets’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.


The following table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2018:

 

 

 

 

 

 

Quoted

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

(in thousands)

 

Fair Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(level 3)

 

Investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

291

 

 

$

291

 

 

$

-

 

 

$

-

 

Bond funds

 

 

14,887

 

 

 

14,887

 

 

 

-

 

 

 

-

 

Equity funds

 

 

12,034

 

 

 

12,034

 

 

 

-

 

 

 

-

 

Total

 

$

27,212

 

 

$

27,212

 

 

$

-

 

 

$

-

 

The following table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2016:2017:

 

(in thousands)  Fair Value   Quoted
Prices
in Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 

Investment:

        

Money Market Funds

  $340    $340    $   -    $   -  

Bond Funds

   12,435     12,435     -     -  

Equity Funds

   12,791     12,791     -     -  
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $25,566    $25,566    $-    $-  
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table sets forth by level within the fair value hierarchy a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2015:

 

 

 

 

 

 

Quoted

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

(in thousands)

 

Fair Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(level 3)

 

Investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

294

 

 

$

294

 

 

$

-

 

 

$

-

 

Bond funds

 

 

14,613

 

 

 

14,613

 

 

 

-

 

 

 

-

 

Equity funds

 

 

12,115

 

 

 

12,115

 

 

 

-

 

 

 

-

 

Total

 

$

27,022

 

 

$

27,022

 

 

$

-

 

 

$

-

 

 

(in thousands)  Fair Value   Quoted
Prices
in Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 

Investment:

        

Money Market Funds

  $1,775    $1,775    $   -    $   -  

Bond Funds

   11,524     11,524     -     -  

Equity Funds

   14,860     14,860     -     -  
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $28,159    $28,159    $-    $-  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair values of the money market, bond and equity funds held by the defined benefit plan were determined by quoted market prices.

Plan assets for the defined benefit plan consisted principally of the following as of the respective measurement dates:

 

 

May 31,

 

 

May 31,

 

  May 31,
2016		 May 31,
2015		 

 

2018

 

 

2017

 

Asset category

   

Asset category:

 

 

 

 

 

 

 

 

Equity securities

   50%   53% 

 

 

44

%

 

 

45

%

Debt securities

   49%   41% 

 

 

55

%

 

 

54

%

Other

   1%   6% 

 

 

1

%

 

 

1

%

  

 

  

 

 

Total

   100%   100% 

 

 

100

%

 

 

100

%

  

 

  

 

 

Equity securities include no employer stock.  The investment policy and strategy for the defined benefit plan is: (i) long-term in nature with liquidity requirements that are anticipated to be minimal due to the projected normal retirement date of the average employee and the current average age of participants;  (ii) to earn nominal returns, net of investment fees, equal to or in excess of the actuarial assumptions of the plan;defined benefit plan’s liability growth rate; and (iii) to include a strategicdiversified asset allocation of 60%-80%domestic and international equities including international, and 20%-40% fixed income investments.  No employerWe have already contributed $104,000 in fiscal 2019 and have five contributions are expected to be made to the defined benefit plan duringplanned for fiscal 2017.2019 totaling $876,000.


The following estimated future benefits, which reflect expected future service, as appropriate, are expected to be paid under the defined benefit plan during the fiscal years noted:

 

(in thousands)    

 

 

 

 

2017

  $927  

2018

  $1,005  

2019

  $1,099  

 

$

1,223

 

2020

  $1,173  

 

$

1,237

 

2021

  $1,291  

 

$

1,275

 

2022-2026

  $8,470  

2022

 

$

1,382

 

2023

 

$

1,476

 

2024-2028

 

$

9,066

 

Commercial law requires us to pay severance and service benefits to employees at our Austrian Pressure Cylinders location.  Severance benefits must be paid to all employees hired before December 31, 2002.  Employees hired after that date are covered under a governmental plan that requires us to pay benefits as a percentage of compensation (included in payroll tax withholdings).  Service benefits are based on a percentage of compensation and years of service.  The accrued liability for these unfunded plans was $5,939,000$6,561,000 and $5,564,000$6,149,000 at May 31, 20162018 and 2015,2017, respectively, and was included in other liabilities on the consolidated balance sheets.  Net periodic pension cost for these plans was $617,000, $718,000,$601,000, $554,000, and $677,000,$617,000, for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively. The assumed salary rate increase was 2.75%, 2.75%, and 2.75% for fiscal 2016 and 3.0% for each of2018, fiscal 20152017 and fiscal 2014.2016, respectively.  The discount rate at May 31, 2016, 20152018, 2017 and 20142016 was 1.75%1.80%, 1.60%, and 3.25%1.75%, respectively.  Each discount rate was based on a published corporate bond rate with a term approximating the estimated benefit payment cash flows and is consistent with European and Austrian regulations.

Note L – Income Taxes

On December 22, 2017, the TCJA was enacted into federal law. The TCJA significantly revised the U.S. corporate income tax system by lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. In addition, the TCJA added several new provisions including changes to bonus depreciation, the deduction for executive compensation, a tax on global intangible low-taxed income (“GILTI”), the base erosion anti-abuse tax (“BEAT”) and a deduction for foreign-derived intangible income (“FDII”). Many of these provisions, including the tax on GILTI, the BEAT and the deduction for FDII, do not apply to the Company until June 1, 2018. The Company has elected to account for the tax on GILTI as a period cost and thus has not adjusted any of the deferred tax assets and liabilities of its foreign subsidiaries for the new tax. The two material items that impacted the Company for fiscal 2018 were the reduction in the tax rate and a one-time mandatory deemed repatriation tax imposed on the Company’s unremitted foreign earnings. Due to the Company’s fiscal year, the Company’s fiscal 2018 U.S. federal blended statutory income tax rate is 29.2%. The Company’s U.S. federal statutory income tax rate will be 21.0% starting June 1, 2018.

Consistent with applicable Securities and Exchange Commission guidance in Staff Accounting Bulletin 118 (“SAB118”), the Company has made a reasonable estimate of the one-time mandatory deemed repatriation tax required by the TCJA. As such, the Company recognized a provisional income tax expense of $6.9 million for the one-time mandatory deemed repatriation tax for fiscal 2018.  SAB118 allows companies to use a measurement period, similar to that used in business combinations, to account for the impacts of the TCJA in their consolidated financial statements.  The Company considers key estimates on the deemed repatriation tax to be incomplete due to our continuing analysis of final year-end data and the impact of expected further authoritative guidance and interpretations.  We expect to complete our analysis of the amount recorded within the measurement period of one year from the enactment of the TCJA.


Earnings before income taxes for the three fiscal years ended May 31 include the following components:

 

(in thousands)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

United States based operations

  $180,467    $104,732    $210,783  

 

$

177,088

 

 

$

266,222

 

 

$

180,467

 

Non – United States based operations

   36,148     8,296     6,718  

 

 

31,982

 

 

 

30,905

 

 

 

36,148

 

  

 

   

 

   

 

 

Earnings before income taxes

   216,615     113,028     217,501  

 

 

209,070

 

 

 

297,127

 

 

 

216,615

 

Less: Net earnings attributable to noncontrolling interests*

   13,913     10,471     8,852  

 

 

6,056

 

 

 

13,422

 

 

 

13,913

 

  

 

   

 

   

 

 

Earnings before income taxes attributable to controlling interest

  $202,702    $102,557    $208,649  

 

$

203,014

 

 

$

283,705

 

 

$

202,702

 

  

 

   

 

   

 

 

 

*

Net earnings attributable to noncontrolling interests are not taxable to Worthington.

Significant components of income tax expense (benefit) for the fiscal years ended May 31 were as follows:

 

(in thousands)  2016   2015   2014 

 

2018

 

 

2017

 

 

2016

 

Current

      

 

 

 

 

 

 

 

 

 

 

 

 

Federal

  $42,837    $57,511    $73,149  

 

$

33,261

 

 

$

50,200

 

 

$

42,837

 

State and local

   2,157     2,731     3,537  

 

 

3,292

 

 

 

2,954

 

 

 

2,157

 

Foreign

   6,639     5,490     6,579  

 

 

9,904

 

 

 

7,593

 

 

 

6,639

 

  

 

   

 

   

 

 
   51,633     65,732     83,265  
  

 

   

 

   

 

 

 

 

46,457

 

 

 

60,747

 

 

 

51,633

 

Deferred

      

 

 

 

 

 

 

 

 

 

 

 

 

Federal

   7,584     (37,839)    (25,453) 

 

 

(34,442

)

 

 

18,177

 

 

 

7,584

 

State and local

   934     (754)    (1,194) 

 

 

388

 

 

 

476

 

 

 

934

 

Foreign

   (1,164)    (1,367)    731  

 

 

(4,183

)

 

 

(210

)

 

 

(1,164

)

  

 

   

 

   

 

 

 

 

(38,237

)

 

 

18,443

 

 

 

7,354

 

   7,354     (39,960)    (25,916) 

 

$

8,220

 

 

$

79,190

 

 

$

58,987

 

  

 

   

 

   

 

 
  $58,987    $25,772    $57,349  
  

 

   

 

   

 

 

Due to the adoption of amended accounting guidance

The tax benefit related to the accounting for share-based paymentspurchase of noncontrolling interest in the current year, as described in “Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards,” no tax benefits related to stock-based compensation weredHybrid Systems, LLC credited to additional paid-in capital inwas $539,000 for fiscal 2016.2017.  Tax benefits related to stock-based compensation that were credited to additional paid-in capital were $6,179,000, and $7,115,000 for fiscal 2015 and fiscal 2014, respectively. Tax benefits(expense) related to defined benefit pension liability that were credited to (deducted from) OCI were $1,175,000, $1,914,000,$(309,000), $(1,158,000), and $511,000$1,175,000 for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.  Tax benefits (expenses) related to cash flow hedges that were credited to (deducted from) OCI were $(13,316,000)$(392,000), $6,952,000,$1,700,000, and $(1,039,000)$(13,316,000) for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.

A reconciliation of the 35% federal statutory corporate income tax rate to total tax provision follows:

 

   2016  2015  2014 

Federal statutory rate

   35.0%   35.0%   35.0% 

State and local income taxes, net of federal tax benefit

   2.6    3.0    2.0  

Change in state and local valuation allowances

   (1.1)   (1.1)   (0.9) 

Non-U.S. income taxes at other than 35%

   (3.5)   (0.7)   (1.0) 

Change in Non-U.S. valuation allowances

   0.5    1.2    1.4  

Qualified production activities deduction

   (2.2)   (5.9)   (3.9) 

Acquisition of an additional 10% interest in TWB

   -    -    (3.4) 

Research & development credits

   (0.2)   (0.2)   (1.1) 

Tax write off of investment in foreign subsidiary

   -    -    (1.1) 

Benefit related to foreign tax credits

   -    (5.3)   -  

Excess benefit related to share-based payment awards

   (1.6)   -    -  

Other

   (0.4)   (0.9)   0.5  
  

 

 

  

 

 

  

 

 

 

Effective tax rate attributable to controlling interest

   29.1%   25.1%   27.5% 
  

 

 

  

 

 

  

 

 

 

 

 

2018

 

 

2017

 

 

2016

 

Federal statutory corporate income tax rate

 

 

29.2

%

 

 

35.0

%

 

 

35.0

%

State and local income taxes, net of federal tax benefit

 

 

2.3

 

 

 

1.5

 

 

 

1.5

 

Non-U.S. income taxes at other than federal statutory rate

 

 

(1.4

)

 

 

(1.4

)

 

 

(3.0

)

Qualified production activities deduction

 

 

(2.3

)

 

 

(1.9

)

 

 

(2.2

)

Impact of tax reform (1)

 

 

(15.4

)

 

 

-

 

 

 

-

 

Worthington Aritas write down

 

 

(4.8

)

 

 

-

 

 

 

-

 

Excess benefit related to share-based payment awards

 

 

(2.0

)

 

 

(5.7

)

 

 

(1.6

)

AMTROL acquisition

 

 

(1.9

)

 

 

-

 

 

 

-

 

Other

 

 

0.3

 

 

 

0.4

 

 

 

(0.6

)

Effective tax rate attributable to controlling interest

 

 

4.0

%

 

 

27.9

%

 

 

29.1

%

(1)

Amount reflects the impact of the re-measurement of the Company’s deferred tax balances at the lower federal statutory corporate income tax rate, net of the mandatory deemed repatriation tax on unremitted foreign earnings.


The above effective tax rate attributable to controlling interest excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in our consolidated statements of earnings. The effective tax rates upon inclusion of net earnings attributable to noncontrolling interests were 27.2%3.9%, 22.8%26.7% and 26.4%27.2% for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively. The change in effective income tax rates, upon inclusion of netNet earnings attributable to noncontrolling interests isare primarily a result of our WSP, Spartan, Worthington Nitin Cylinders, Worthington Aritas, and TWB consolidated joint ventures.ventures and Worthington Aritas through May 23, 2018, which is the date we purchased the remaining 25% ownership interest.  The earnings attributable to the noncontrolling interests in WSP, Spartan and TWB’s U.S. operations do not generate tax expense

to Worthington since the investors in WSP, Spartan and TWB’s U.S. operations are taxed directly based on the earnings attributable to them. The tax expense of Worthington Aritas a(a foreign corporation,corporation), and TWB’s wholly-owned foreign corporations, is reported in our consolidated tax expense.    Since the consolidation of TWB on July 31, 2013, the tax expense of TWB’s wholly-owned foreign corporations are reported in our consolidated tax expense.

Under applicable accounting guidance, a tax benefit may be recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  Any tax benefits recognized in our financial statements from such a position were measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

The total amount of unrecognized tax benefits were $2,827,000, $3,530,000,$2,638,000, $2,975,000, and $4,110,000$2,827,000 as of May 31, 2016, 20152018, 2017 and 2014,2016, respectively.  The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate attributable to controlling interest was $2,035,000$2,235,000 as of May 31, 2016.2018.  Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes.  Accrued amounts of interest and penalties related to unrecognized tax benefits are recognized as part of income tax expense within our consolidated statements of earnings.  As of May 31, 2016, 20152018, 2017 and 2014,2016, we had accrued liabilities of $538,000, $947,000$271,000, $307,000 and $1,049,000,$538,000, respectively, for interest and penalties related to unrecognized tax benefits.

A tabular reconciliation of unrecognized tax benefits follows:

 

(In thousands)    

Balance at May 31, 2015

  $3,530  

Increases – tax positions taken in prior years

   362  

Decreases – tax positions taken in prior years

   (530) 

Increases – current tax positions

   687  

Settlements

   (755) 

Lapse of statutes of limitations

   (467) 
  

 

 

 

Balance at May 31, 2016

  $2,827  
  

 

 

 

(In thousands)

 

 

 

 

Balance at May 31, 2017

 

$

2,975

 

Decreases - tax positions taken in prior years

 

 

(107

)

Increases - tax positions taken in prior years

 

 

81

 

Increases - current tax positions

 

 

12

 

Settlements

 

 

(184

)

Lapse of statutes of limitations

 

 

(139

)

Balance at May 31, 2018

 

$

2,638

 

Approximately $404,000$753,000 of the liability for unrecognized tax benefits is expected to be settled in the next twelve months due to the expiration of statutes of limitations in various tax jurisdictions and as a result of expected settlements with various tax jurisdictions. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, any change is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

The following is a summary of the tax years open to examination by major tax jurisdiction:

U.S. Federal – 2013–2015 and forward

U.S. State and Local – 2012–2013 and forward

Austria – 2013 and forward

Canada – 2012–2014 and forward

Mexico – 20102013 and forward

Earnings before income taxes attributable to foreign sources for fiscal 2016, fiscal 2015Portugal – 2014 and fiscal 2014 were as noted above. As of May 31, 2016, and based on the tax laws in effect at that time, it remains our intention to continue to indefinitely reinvest our undistributed foreign earnings, except for the foreign earnings of our TWB joint venture. Accordingly, no deferred tax liability has been recorded for our foreign earnings, except those that pertain to TWB. Excluding TWB, the undistributed earnings of our foreignforward


subsidiaries at May 31, 2016 were approximately $225,000,000. If such earnings were not permanently reinvested, a deferred tax liability of approximately $15,000,000 would have been required.

The components of our deferred tax assets and liabilities as of May 31 were as follows:

 

(in thousands)  2016   2015 

Deferred tax assets

    

Accounts receivable

  $2,786    $1,895  

Inventories

   6,418     8,051  

Accrued expenses

   34,035     33,678  

Net operating and capital loss carry forwards

   12,756     14,326  

Tax credit carry forwards

   3,127     3,688  

Stock-based compensation

   22,452     20,434  

Derivative contracts

   -     9,177  

Other

   210     247  
  

 

 

   

 

 

 

Total deferred tax assets

   81,784     91,496  

Valuation allowance for deferred tax assets

   (11,796)    (13,036) 
  

 

 

   

 

 

 

Net deferred tax assets

   69,988     78,460  
  

 

 

   

 

 

 

Deferred tax liabilities

    

Property, plant and equipment

   (35,521)    (39,433) 

Undistributed earnings of unconsolidated affiliates

   (42,967)    (35,165) 

Derivative contracts

   (6,395)    -  

Other

   (2,484)    (2,150) 
  

 

 

   

 

 

 

Total deferred tax liabilities

   (87,367)    (76,748) 
  

 

 

   

 

 

 

Net deferred tax asset (liability)

  $(17,379)   $1,712  
  

 

 

   

 

 

 

The above amounts are classified in the consolidated balance sheets as of May 31 as follows:

(in thousands)

 

2018

 

 

2017

 

Deferred tax assets

 

 

 

 

 

 

 

 

Accounts receivable

 

$

1,455

 

 

$

2,157

 

Inventories

 

 

5,004

 

 

 

6,624

 

Accrued expenses

 

 

23,219

 

 

 

30,065

 

Net operating loss carry forwards

 

 

14,201

 

 

 

13,256

 

Tax credit carry forwards

 

 

811

 

 

 

3,206

 

Stock-based compensation

 

 

10,588

 

 

 

17,668

 

Other

 

 

502

 

 

 

205

 

Total deferred tax assets

 

 

55,780

 

 

 

73,181

 

Valuation allowance for deferred tax assets

 

 

(14,006

)

 

 

(12,987

)

Net deferred tax assets

 

 

41,774

 

 

 

60,194

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

(74,512

)

 

 

(42,599

)

Investment in affiliated companies, principally due to undistributed earnings

 

 

(22,918

)

 

 

(46,001

)

Derivative contracts

 

 

(2,653

)

 

 

(1,745

)

Other

 

 

(1,879

)

 

 

(4,149

)

Total deferred tax liability

 

 

(101,962

)

 

 

(94,494

)

Net deferred tax liability

 

$

(60,188

)

 

$

(34,300

)

 

(in thousands)  2016   2015 

Current assets:

    

Deferred income taxes

  $-    $22,034  

Noncurrent assets:

    

Other assets

   -     1,173  

Noncurrent liabilities:

    

Deferred income taxes

   (17,379)    (21,495) 
  

 

 

   

 

 

 

Net deferred tax asset (liability)

  $(17,379)   $1,712  
  

 

 

   

 

 

 

During fiscal 2016, the Company adopted amended accounting guidance that requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The adoption was on a prospective basis and therefore prior periods have not been restated. At May 31, 2016,2018, we had tax benefits for state net operating loss carry forwards of $9,615,000$9,363,000 that expire from fiscal 20172019 to the fiscal year ending May 31, 2036,2038, tax benefits for foreign net operating loss carry forwards of $3,141,000$4,837,000 that expire from fiscal 20182019 to the fiscal year ending May 31, 2036,2023, tax benefits for foreign investment tax credit carry forwards of $649,000, that expire in the fiscal year ending May 31, 2025, and a tax benefitbenefits for foreign income tax credit carry forwards of $3,127,000,$162,000, that expire from fiscal 2025 toin the fiscal year ending May 31, 2026.2028.

The valuation allowance for deferred tax assets of $11,796,000$14,006,000 at May 31, 20162018 is associated primarily with the net operating loss carry forwards.  The valuation allowance includes $9,395,000$9,537,000 for state and $2,401,000$4,469,000 for foreign.foreign deferred tax assets.  The majority of the state valuation allowance relates to our facility in Decatur,

Alabama. The foreign valuation allowance relates to the Company’s operations in Turkey.  Based on our history of profitability, the scheduled reversal of deferred tax liabilities, and taxable income projections, we have determined that it is more likely than not that the remaining deferred tax assets are otherwise realizable.

Note M – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the fiscal years ended May 31:

 

(in thousands, except per share amounts)  2016   2015   2014 

2018

 

 

2017

 

 

2016

 

Numerator (basic & diluted):

      

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to controlling interest – income available to common shareholders

  $143,715    $76,785    $151,300  

Net earnings attributable to controlling interest - income available to

 

 

 

 

 

 

 

 

 

 

 

common shareholders

$

194,794

 

 

$

204,515

 

 

$

143,715

 

Denominator:

      

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share attributable to controlling interest – weighted average common shares

   62,469     66,309     68,944  

Denominator for basic earnings per share attributable to controlling

 

 

 

 

 

 

 

 

 

 

 

interest - weighted average common shares

 

60,923

 

 

 

62,443

 

 

 

62,469

 

Effect of dilutive securities

   2,286     2,174     2,720  

 

2,119

 

 

 

2,431

 

 

 

2,286

 

  

 

   

 

   

 

 

Denominator for diluted earnings per share attributable to controlling interest – adjusted weighted average common shares

   64,755     68,483     71,664  
  

 

   

 

   

 

 

Denominator for diluted earnings per share attributable to controlling

 

 

 

 

 

 

 

 

 

 

 

interest - adjusted weighted average common shares

 

63,042

 

 

 

64,874

 

 

 

64,755

 

Basic earnings per share attributable to controlling interest

  $2.30    $1.16    $2.19  

$

3.20

 

 

$

3.28

 

 

$

2.30

 

Diluted earnings per share attributable to controlling interest

   2.22     1.12     2.11  

$

3.09

 

 

$

3.15

 

 

$

2.22

 


Stock options covering 326,585, 97,798,188,504, 100,048, and 7,945326,585 common shares for fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively, have been excluded from the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive for those periods.

Note N – Segment Data

Our operations are managed principally on a products and services basis and include three reportable business segments: Steel Processing, Pressure Cylinders and Engineered Cabs, each of which is comprised of a similar group of products and services.  Factors used to identify reportable business segments include the nature of the products and services provided by each business, the management reporting structure, similarity of economic characteristics and certain quantitative measures, as prescribed by authoritative guidance.  A discussion of each of our reportable business segments is outlined below.

During the first quarter of fiscal 2015,Effective June 1, 2017, we made certain organizational changes impacting the internal reporting and management structure of our Steel Worthington Steelpac Systems, LLC (“Packaging operating segment.Solutions”).  As a result of these organizational changes, management responsibilities and internal reporting were realigned, under ourmoving Packaging Solutions from the Steel Processing operating segment to the Engineered Cabs operating segment.  SegmentPreviously reported segment information reported in previous periods has not been restated to conform to this new presentation.presentation and is immaterial for all periods presented.

Steel Processing: The Steel Processing operatingreportable segment consists of the Worthington Steel business unit and Worthington Steelpac Systems, LLC (“SteelPac”), which designs and manufactures reusable steel custom platforms, racks and pallets for supporting, protecting and handling products throughout the shipping process. Worthington Steel also includes three consolidated joint ventures: Spartan, TWB and WSP.  Spartan operates a cold-rolled, hot-dipped galvanizing line and TWB operates a laser welded blanking business.  WSP serves primarily as a toll processor for U.S.United States Steel Corporation and others.  Its services include slitting, blanking, cutting-to-length, laser blanking, laser welding, tension leveling and warehousing.  Worthington Steel is an intermediate processor of flat-rolled steel.  This operating segment’s processing capabilities include cold reducing, configured blanking, coil fed laser blanking, cutting-to-length, dry-lube, hot-dipped galvanizing, hydrogen annealing, laser welding, pickling, slitting, oscillate slitting, temper rolling, tension

leveling, and non-metallic coating, including  acrylic and paint coating. Worthington Steel sells to customers principally in the automotive, aerospace, agricultural, appliance, automotive, construction, container, hardware, HVAC, lawn and garden, leisure and recreation, office furniture and office equipment markets. Worthington Steel also toll processes steel for steel mills, large end-users, service centers and other processors.  Toll processing is different from typical steel processing in that the mill, end-user or other party retains title to the steel and has the responsibility for selling the end product.  Steel Processing also includes the results of Packaging Solutions through May 31, 2017.  The percentage of our consolidated net sales generated by Steel Processing was approximately 63%, 69% and 65%, in fiscal 2018, fiscal 2017 and fiscal 2016, respectively.

Pressure Cylinders: The Pressure Cylinders operatingreportable segment consists of the Worthington Cylinders business unit and two consolidated joint ventures:Worthington Aritas.  Worthington Aritas is a Turkish manufacturer of cryogenic pressure vessels for LNG and other gas storage applications;applications.  During the fourth quarter of fiscal 2018, management committed to a plan to sell the Company’s cryogenics business in Turkey and dHybrid, which manufactures CNG fuel systemsthe net assets of the asset group have been presented separately as assets held for heavy duty, refuse and other trucks out of a facilitysale in Salt Lake City, Utah.our consolidated balance sheets.  The percentage of our consolidated net sales generated by Pressure Cylinders was approximately 34%, 28% and 30% in each of fiscal 2016,2018, fiscal 20152017 and fiscal 2014.

Our2016, respectively.  We acquired AMTROL on June 2, 2017, which has been included in the Pressure Cylinders operatingreportable segment since that date, and accounted for approximately 7%of our consolidated net sales in fiscal 2018.


Pressure Cylinders manufactures and sells filled and unfilled pressure cylinders, tanks, hand torches, well water and expansion tanks, and oil and gas equipment along with various accessories and related products for diversified end-use market applications.  The following is a description of these markets:

Industrial Products: This market sector includes high pressure and acetylene cylinders for industrial gases, refrigerant and certain propane gas cylinders, hand torch cylinderscryogenic equipment, and joining products such as soldersystems and brazing rodsservices for handling liquid gasses, and other specialty products. Cylinders in these marketsthis market sector are generally sold to gas producers, cylinder exchangers and industrial distributors. Industrial cylinders hold fuel for uses such as cutting, brazing and soldering, semiconductor production, and beverage delivery. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential and automotive air conditioning and refrigeration systems.  LPG cylinders hold fuel for barbeque grills, recreational vehicle equipment, residential and light commercial heating systems, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Cryogenic equipment and systems include LNG systems for marine and mining applications, liquid nitrogen storage freezers and shipping containers for organic specimens in healthcare markets, and tanks, trailers, and regasification plants for liquefied nitrogen, oxygen, argon, hydrogen, and natural gas. Specialty products include a variety of fire suppression and chemical tanks.

Consumer Products: This market sector includes propane-filled cylinders for torches, camping stoves and other applications, hand held torches and accessories such as solder and brazing rods, and Balloon Time® helium-filled balloon kits, well water tanks and expansion tanks. These products are sold primarily to mass merchandisers and distributors.

•

Consumer Products:    This market sector includes propane-filled cylinders for torches, camping stoves and other applications, hand held torches and accessories, and Balloon Time® helium-filled balloon kits. These products are sold primarily to mass merchandisers and distributors.

Alternative Fuels: This market sector includes composite and steel cylinders used to hold CNG and hydrogen for automobiles, buses, and light-duty trucks, and to hold propane/autogas for automobiles and light- and medium-duty trucks, as well as CNG fuel systems for heavy duty, refuse and other trucks.

Oil & Gas Equipment:  This market sector includes steel and fiberglass storage tanks, separation equipment, controls and other products primarily used in the energy markets, including oil and gas and nuclear. This market sector also includes hoists and other marine products which are used principally in shipyard lift systems. This market sector also leverages its manufacturing competencies to produce pressure vessels, atmospheric tanks, controls and various custom machined components for other industrial and agricultural end markets.

Cryogenics:    This market sector includes cryogenic equipment, systems and services for handling liquid gases. Key product segments include LNG systems for marine and mining applications, liquid nitrogen storage freezers and shipping containers for organic specimens in healthcare markets, and tanks, trailers, and regasification plants for liquefied nitrogen, oxygen, argon, hydrogen, and natural gas.

Engineered Cabs:    This operating The Engineered Cabs reportable segment consists of the Worthington Industries Engineered Cabs business unit, a non-captive designer and manufacturer of high-quality, custom-engineered open and enclosed cabs and operator stations and custom fabrications for heavy mobile equipment used primarily in

the agricultural, construction, forestry, military and mining industries.  Engineered Cabs’ product design, engineering support and broad manufacturing capabilities enable it to produce cabs and structures used in products ranging from small utility equipment to the large earthmovers.  Engineered Cabs also includes Packaging Solutions, effective June 1, 2017.  Packaging Solutions designs and manufactures reusable custom steel platforms, racks and pallets for supporting, protecting and handling products throughout the shipping process.  For fiscal 2018, fiscal 2017 and fiscal 2016, the percentage of our consolidated net sales generated by the Engineered Cabs operating segment was approximately 3%, 3%, and 4%, respectively.

Other:Other: The Other category includes the Construction Services andformer Worthington Energy Innovations operating segments,segment, as they doit did not meet the quantitative thresholds for separate disclosure.disclosure prior to disposal of a 65% stake effective March 31, 2018.  Certain income and expense items not allocated to our operating segments are also included in Other.

Construction Services:The Company is in the process of winding down this business, which involved the supply and construction of single family housing,Other, including costs associated with a focus on military housing.

Worthington Energy Innovations:    WEI is a 75%-owned consolidated joint venture with Tom E. Kiser (20%) and Stonehenge Structured Finance Partners, LLC (5%) (together referred to as “WEI Partners”), with offices in Fremont and Columbus, Ohio. WEI is an Energy Services Company that develops cost-effective energy solutions for entities in North America and Asia. Once these solutions are implemented, WEI monitors, verifies and guarantees these energy saving solutions. WEI’s financial results are reported within theour captive insurance company.  The Other category foralso includes the results of our former Construction Services operating segment, reporting purposes.on a historical basis, through May 31, 2016.

The accounting policies of the reportable business segments and other operating segments are described in “Note“Note A – Summary of Significant Accounting Policies.”  We evaluate operating segment performance based on operating income (loss).Inter-segment. Inter-segment sales are not material.


The following table presents summarized financial information for our reportable business segments as of, and for the fiscal years ended, May 31:

 

(in thousands)  2016   2015   2014 

2018

 

 

2017

 

 

2016

 

Net sales

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $1,843,661    $2,145,744    $1,936,073  

$

2,252,771

 

 

$

2,074,869

 

 

$

1,843,661

 

Pressure Cylinders

   844,898     1,001,402     928,396  

 

1,206,183

 

 

 

829,846

 

 

 

844,898

 

Engineered Cabs

   121,946     192,953     200,528  

 

116,631

 

 

 

101,388

 

 

 

121,946

 

Other

   9,209     44,135     61,429  

 

6,035

 

 

 

8,005

 

 

 

9,209

 

  

 

   

 

   

 

 

Total net sales

  $2,819,714    $3,384,234    $3,126,426  

$

3,581,620

 

 

$

3,014,108

 

 

$

2,819,714

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $112,001    $108,707    $119,025  

$

152,690

 

 

$

170,481

 

 

$

112,001

 

Pressure Cylinders

   28,375     58,113     55,004  

 

23,396

 

 

 

54,098

 

 

 

28,375

 

Engineered Cabs

   (19,331)    (97,260)    (26,516) 

 

(11,305

)

 

 

(7,685

)

 

 

(19,331

)

Other

   1,007     (9,003)    (11,760) 

 

(23,171

)

 

 

(3,773

)

 

 

1,007

 

  

 

   

 

   

 

 

Total operating income

  $122,052    $60,557    $135,753  

$

141,610

 

 

$

213,121

 

 

$

122,052

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $38,523    $34,526    $32,882  

$

43,331

 

 

$

42,861

 

 

$

38,523

 

Pressure Cylinders

   32,403     34,953     31,984  

 

46,691

 

 

 

31,052

 

 

 

32,403

 

Engineered Cabs

   6,205     10,184     10,027  

 

5,415

 

 

 

5,197

 

 

 

6,205

 

Other

   7,568     5,426     4,837  

 

7,922

 

 

 

7,683

 

 

 

7,568

 

  

 

   

 

   

 

 

Total depreciation and amortization

  $84,699    $85,089    $79,730  

$

103,359

 

 

$

86,793

 

 

$

84,699

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of goodwill and long-lived assets

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $-    $3,050    $7,141  

$

-

 

 

$

-

 

 

$

-

 

Pressure Cylinders

   22,962     11,911     32,005  

 

53,883

 

 

 

-

 

 

 

22,962

 

Engineered Cabs

   3,000     83,989     19,100  

 

-

 

 

 

-

 

 

 

3,000

 

Other

   -     1,179     -  

 

7,325

 

 

 

-

 

 

 

-

 

  

 

   

 

   

 

 

Total impairment of goodwill and long-lived assets

  $25,962    $100,129    $58,246  

$

61,208

 

 

$

-

 

 

$

25,962

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and other expense (income)

      

Restructuring and other expense (income), net

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $4,110    $72    $(3,382) 

$

(10,087

)

 

$

1,828

 

 

$

4,110

 

Pressure Cylinders

   392     6,408     (745) 

 

2,365

 

 

 

3,411

 

 

 

392

 

Engineered Cabs

   3,570     (332)    -  

 

(78

)

 

 

1,219

 

 

 

3,570

 

Other

   (895)    779     2,251  

 

379

 

 

 

(47

)

 

 

(895

)

  

 

   

 

   

 

 

Total restructuring and other expense (income)

  $7,177    $6,927    $(1,876) 

Total restructuring and other expense (income), net

$

(7,421

)

 

$

6,411

 

 

$

7,177

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $819,853    $829,116    $850,748  

$

999,238

 

 

$

882,863

 

 

$

819,853

 

Pressure Cylinders

   787,786     804,799     818,720  

 

1,147,268

 

 

 

766,611

 

 

 

787,786

 

Engineered Cabs

   75,124     94,506     181,251  

 

66,456

 

 

 

62,141

 

 

 

75,124

 

Other

   380,992     356,721     445,662  

 

408,825

 

 

 

613,729

 

 

 

378,501

 

  

 

   

 

   

 

 

Total assets

  $2,063,755    $2,085,142    $2,296,381  

$

2,621,787

 

 

$

2,325,344

 

 

$

2,061,264

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

      

 

 

 

 

 

 

 

 

 

 

 

Steel Processing

  $42,063    $34,546    $16,682  

$

31,966

 

 

$

40,775

 

 

$

42,063

 

Pressure Cylinders

   29,916     35,872     32,364  

 

32,697

 

 

 

24,798

 

 

 

29,916

 

Engineered Cabs

   6,945     8,951     10,351  

 

2,067

 

 

 

755

 

 

 

6,945

 

Other

   18,112     16,886     11,941  

 

9,358

 

 

 

2,058

 

 

 

18,112

 

  

 

   

 

   

 

 

Total capital expenditures

  $97,036    $96,255    $71,338  

$

76,088

 

 

$

68,386

 

 

$

97,036

 

  

 

   

 

   

 

 


The following table presents net sales by geographic region for the fiscal years ended May 31:

 

(in thousands)  2016   2015   2014 

United States

  $2,586,391    $3,175,972    $2,917,484  

Europe

   143,466     125,778     136,513  

Mexico

   54,284     56,687     51,430  

Canada

   21,521     6,464     10,324  

Other

   14,052     19,333     10,675  
  

 

 

   

 

 

   

 

 

 

Total

  $2,819,714    $3,384,234    $3,126,426  
  

 

 

   

 

 

   

 

 

 

(in thousands)

 

2018

 

 

2017

 

 

2016

 

North America

 

$

3,275,090

 

 

$

2,805,182

 

 

$

2,662,196

 

International

 

 

306,530

 

 

 

208,926

 

 

 

157,518

 

Total

 

$

3,581,620

 

 

$

3,014,108

 

 

$

2,819,714

 

The following table presents property, plant and equipment, net, by geographic region as of May 31:

 

(in thousands)  2016   2015 

United States

  $506,649    $439,296  

Europe

   49,529     50,520  

Mexico

   4,903     5,030  

Canada

   3,711     4,284  

Other

   18,046     14,060  
  

 

 

   

 

 

 

Total

  $582,838    $513,190  
  

 

 

   

 

 

 

(in thousands)

 

2018

 

 

2017

 

North America

 

$

512,439

 

 

$

501,776

 

International

 

 

72,531

 

 

 

68,713

 

Total

 

$

584,970

 

 

$

570,489

 

Note O – Acquisitions

Fiscal 2016

Worthington Specialty Processing

Effective March 1, 2016, the Company reached an agreement with U.S. Steel, its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel. This transaction was accounted for as a step acquisition, which required that the Company re-measure its previously held 51% ownership interest in WSP to fair value and record the difference between fair value and carrying value as a gain in our consolidated statement of earnings. The re-measurement to fair value resulted in a non-cash, pre-tax gain of $6,877,000, which is included in miscellaneous income in our consolidated statement of earnings for fiscal 2016. The fair value of the Company’s previously held interest in WSP was estimated to be $32,375,000 and was derived using an income approach. The acquired assets became part of our Steel Processing operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. In connection with the acquisition of WSP, we identified and valued the following identifiable intangible assets:

(in thousands)  Amount   Useful  Life
(Years)		 

Category

    

Customer relationships

  $3,300     6  

Trade name

   1,900     Indefinite  
  

 

 

   

Total acquired identifiable intangible assets

  $5,200    
  

 

 

   

The total fair value of the business includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The fair value of the business also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)    

Cash

  $6,902  

Accounts receivable

   10,233  

Inventories

   3,349  

Prepaid expense and other

   809  

Intangible assets

   5,200  

Other assets

   2,608  

Property, plant and equipment

   39,511  
  

 

 

 

Total identifiable assets

   68,612  

Accounts payable

   (6,963) 

Accrued liabilities

   (1,728) 
  

 

 

 

Net identifiable assets

   59,921  

Goodwill

   458  
  

 

 

 

Net assets

   60,379  

Noncontrolling interest

   (28,004) 
  

 

 

 

Total basis allocated

  $32,375  
  

 

 

 

The CryoScience business of Taylor WhartonAMTROL

On December 7, 2015,June 2, 2017, the Company acquired AMTROL, a leading manufacturer of pressure cylinders and water system tanks with operations in the net assets of the CryoScience business of Taylor Wharton (“Taylor Wharton CryoScience”), including a manufacturing facility in Theodore, Alabama. The Company also purchased certain intellectual propertyU.S. and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and LNG markets.Europe.  The total purchase price was $30,584,000$291,921,000 after adjusting for an estimatedexcess working capital deficit of $772,000.and was funded primarily with cash on hand.  The acquirednet assets became part of ourthe Pressure Cylinders operating segment upon closing.at closing, with the well water and expansion tank operations aligning under the consumer products business and the refrigerant, liquid propane and industrial and specialty gas operations aligning under the industrial products business.  Total acquisition-related expenses were $3,568,000, of which $1,568,000 were incurred during fiscal 2018.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired.  In connection with the acquisition, we identified and valued the following identifiable intangible assets:

 

(in thousands)  Amount   Useful  Life
(Years)		 

 

 

 

 

 

Useful Life

Category

  

 

Amount

 

 

(Years)

Customer relationships

 

$

90,800

 

 

14-17

Trade names

 

 

62,200

 

 

Indefinite

Technology

  $2,800     20  

 

 

13,000

 

 

15-16

Customer relationships

   2,200     15  

Other

   260     1  
  

 

   

Total acquired identifiable intangible assets

  $5,260    

 

$

166,000

 

 

 

  

 

   

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce), or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)    

Accounts receivable

  $2,367  

Inventories

   5,762  

Prepaid expenses

   208  

Intangible assets

   5,260  

Property, plant and equipment

   13,400  
  

 

 

 

Total identifiable assets

   26,997  

Accounts payable

   (2,808) 

Other accrued items

   (318) 
  

 

 

 

Net assets

   23,871  

Goodwill

   6,713  
  

 

 

 

Purchase price

  $30,584  

Plus: estimated working capital deficit

   772  
  

 

 

 

Cash paid at closing

  $31,356  
  

 

 

 

NetBraze

On January 15, 2016, the Company acquired the net assets of NetBraze, LLC, a manufacturer of brazing alloys, silver brazing filler metals, solders and fluxes. The total purchase price was $3,390,000, including contingent consideration with an estimated fair value of $540,000. This basis was allocated among the net assets acquired at their acquisition-date fair values, with $1,565,000 to working capital and $1,825,000 to fixed assets. The purchase price is subject to change based on final working capital adjustments. The acquired assets became part of our Pressure Cylinders operating segment upon closing.

Operating results of the acquired businesses have been included in our consolidated statements of earnings from the respective acquisition date, forward, and have been immaterial, individually and in the aggregate. Pro forma results, including the acquired businesses since the beginning of fiscal 2015, would not be materially different than reported results, individually and in the aggregate.

Fiscal 2015

Rome Strip Steel Company, Inc.

On January 16, 2015, the Company acquired the assets of Rome Strip Steel Company, Inc. (“Rome Strip Steel”) for cash consideration of $54,495,000. This amount differs from the $55,312,000 paid at closing due to an estimated working capital deficit of $817,000. Located in Rome, New York, the Rome Strip Steel business manufactures cold-rolled steel to extremely tight tolerances. The acquired assets became part of our Steel Processing operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the assets of Rome Strip Steel, we identified and valued the following identifiable intangible assets:

(in thousands)      Useful  Life
(Years)		 

Category

  Amount   

Customer relationships

  $4,300     10  

Non-compete agreements

   1,200     5  
  

 

 

   

Total acquired identifiable intangible assets

  $5,500    
  

 

 

   

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value.  The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process.  This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes.


The following table summarizessummarized the consideration transferred for the assets of Rome Strip SteelAMTROL and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

 

 

 

 

 

 

Measurement

 

 

 

 

 

 

Preliminary

 

 

Period

 

 

Revised

 

(in thousands)    

 

Valuation

 

 

Adjustments

 

 

Valuation

 

Cash

  $10  

 

$

6,893

 

 

$

-

 

 

$

6,893

 

Accounts receivable

   6,333  

 

 

40,212

 

 

 

-

 

 

 

40,212

 

Inventories

   17,063  

 

 

37,249

 

 

 

-

 

 

 

37,249

 

Prepaid expenses

   41  

 

 

981

 

 

 

-

 

 

 

981

 

Other assets

 

 

2,550

 

 

 

-

 

 

 

2,550

 

Intangible assets

   5,500  

 

 

166,000

 

 

 

-

 

 

 

166,000

 

Property, plant and equipment

   22,775  

 

 

52,870

 

 

 

-

 

 

 

52,870

 

  

 

 

Total identifiable assets

   51,722  

Total assets

 

 

306,755

 

 

 

-

 

 

 

306,755

 

Accounts payable

   (3,091) 

 

 

25,945

 

 

 

-

 

 

 

25,945

 

Accrued liabilities

 

 

21,016

 

 

 

-

 

 

 

21,016

 

Long-term debt including current maturities

 

 

2,287

 

 

 

-

 

 

 

2,287

 

Other accrued items

   (410) 

 

 

3,993

 

 

 

1,501

 

 

 

5,494

 

Other liabilities

   (313) 
  

 

 

Net assets

   47,908  

Deferred income taxes, net

 

 

64,495

 

 

 

(966

)

 

 

63,529

 

Net identifiable assets

 

 

189,019

 

 

 

(535

)

 

 

188,484

 

Goodwill

   6,587  

 

 

102,902

 

 

 

535

 

 

 

103,437

 

  

 

 

Purchase price

  $54,495  

 

$

291,921

 

 

$

-

 

 

$

291,921

 

Plus: estimated working capital deficit

   817  
  

 

 

Cash paid at closing

  $55,312  
  

 

 

dHybrid Systems, LLC

On October 20, 2014, we acquired a 79.59% ownership interestOperating results of AMTROL have been included in dHybrid, a manufacturerthe Company’s consolidated statements of CNG systems for heavy duty, refuseearnings since the date of the acquisition.  During the fiscal year ended May 31, 2018, AMTROL contributed net sales of $265,198,000 and other trucks, for total considerationoperating income of $15,918,000, including contingent consideration with an estimated fair value of $3,979,000, and the assumption of certain liabilities. The remaining 20.41% was retained by a founding member. The acquired business became part of our Pressure Cylinders operating segment upon closing.$18,899,000.  

The contingent consideration arrangement requiresfollowing unaudited pro forma information presents consolidated financial information as if AMTROL had been acquired at the Companybeginning of fiscal 2017.  Depreciation and amortization expense included in the pro forma results reflect the acquisition-date fair values assigned to pay $3,979,000the definite-lived intangible assets and fixed assets of additional consideration when cumulative net sales beginning JanuaryAMTROL assuming a June 1, 2013 reach $20,000,000 plus 50% of gross margin above certain thresholds2016 acquisition date.  Adjustment has also been made for the acquisition-related costs incurred in each ofperiod presented.  Pro forma results for the five twelve-month periods followingfiscal year ended May 31, 2018 have also been adjusted to remove the closing date. We determinedimpact of the acquisition-date fair value adjustments to inventories and accrued severance costs related to headcount reductions at AMTROL initiated during the first quarter of fiscal 2018, as discussed in “Note D – Restructuring and Other Expense (Income), Net.”  The pro forma adjustments noted above have been adjusted for the applicable income tax impact.  The pro forma information is presented for informational purposes only and is not indicative of the contingent consideration obligation using a probability weighted cash flow approach based on management’s projectionsresults of future sales and gross margin. Refer to “Note Q – Fair Value Measurements” for additional information regarding the fair value measurement of the contingent consideration obligation.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection withoperations that would have been achieved if the acquisition had taken place as of the assets of dHybrid, we identified and valued the following identifiable intangible assets:June 1, 2016

 

(in thousands)      Useful  Life
(Years)		 

Category

  Amount   

Technological know-how

  $3,100     10  

Customer relationships

   600     7  

Backlog

   88     Less than 1  
  

 

 

   

Total acquired identifiable intangible assets

  $3,788    
  

 

 

   

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for our 79.59% interest in dHybrid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands, except per share amounts)

 

2018

 

 

2017

 

Net sales

 

$

3,581,620

 

 

$

3,263,315

 

Net earnings attributable to controlling interest

 

$

199,038

 

 

$

215,182

 

Diluted earnings per share attributable to controlling interest

 

$

3.16

 

 

$

3.32

 

 

(in thousands)    

Consideration Transferred:

  

Cash consideration

  $11,939  

Fair value of contingent consideration

   3,979  
  

 

 

 

Total consideration

  $15,918  
  

 

 

 

Estimated Fair Value of Assets Acquired and Liabilities Assumed:

  

Cash and cash equivalents

  $1,132  

Accounts receivable

   1,482  

Inventories

   2,732  

Prepaid expenses and other current assets

   38  

Intangible assets

   3,788  

Property, plant and equipment

   406  
  

 

 

 

Total identifiable assets

   9,578  

Accounts payable

   (1,867) 

Accrued liabilities

   (533) 

Long-term debt

   (5,000) 
  

 

 

 

Net identifiable assets

   2,178  

Goodwill

   17,822  
  

 

 

 

Net assets

   20,000  

Noncontrolling interest

   (4,082) 
  

 

 

 

Total consideration

  $15,918  
  

 

 

 

Midstream Equipment Fabrication LLC

On August 1, 2014, we acquired the assets of Midstream Equipment Fabrication LLC (“MEF”) for cash consideration of $38,441,000 and the assumption of certain liabilities. The MEF business manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas. The acquired assets became part of our Pressure Cylinders operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the assets of MEF, we identified and valued the following identifiable intangible assets:

(in thousands)      Useful  Life
(Years)		 

Category

  Amount   

Technological know-how

  $5,100     10  

Customer relationships

   4,300     7  

Non-compete agreements

   2,400     4  

Backlog

   1,800     Less than 1  
  

 

 

   

Total acquired identifiable intangible assets

  $13,600    
  

 

 

   

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for the assets of MEF and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)    

Accounts receivable

  $3,329  

Inventories

   3,550  

Intangible assets

   13,600  

Property, plant and equipment

   166  
  

 

 

 

Total identifiable assets

   20,645  

Accounts payable

   (555) 

Other accrued items

   (92) 

Deferred revenue

   (4,808) 
  

 

 

 

Net identifiable assets

   15,190  

Goodwill

   23,251  
  

 

 

 

Cash consideration

  $38,441  
  

 

 

 

James Russell Engineering Works, Inc.

On July 31, 2014, we acquired the assets of James Russell Engineering Works, Inc. (“JRE”) for cash consideration of $1,571,000. The JRE business manufactures aluminum and stainless steel cryogenic transport trailers used for hauling liquid oxygen, nitrogen, argon, hydrogen and LNG for producers and distributors of industrial gases and LNG. The acquired assets became part of our Pressure Cylinders operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for the assets of JRE and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)    

Cash

  $253  

Accounts receivable

   509  

Inventories

   2,793  

Prepaid expense and other current assets

   40  

Property, plant and equipment

   250  
  

 

 

 

Total identifiable assets

   3,845  

Accounts payable

   (514) 

Other accrued items

   (2,160) 
  

 

 

 

Net identifiable assets

   1,171  

Goodwill

   400  
  

 

 

 

Total cash consideration

  $1,571  
  

 

 

 

Operating results of the acquired businesses have been included in our consolidated statement of earnings from the respective acquisition date, forward, and have not been material, individually and in the aggregate. Pro forma net sales and net earnings, including the acquired businesses since the beginning of fiscal 2014, would not be materially different than reported results, individually and in the aggregate.

Note P – Derivative Instruments and Hedging Activities

We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk, foreign currency exchange risk and commodity price risk. While certain of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative instruments are adjusted to current fair value through earnings at the end of each period.


Interest Rate Risk Management – We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.

Foreign Currency Exchange Risk Management – We conduct business in several major international currencies and are therefore subject to risks associated with changing foreign currency exchange rates. We enter into various contracts that change in value as foreign currency exchange rates change to manage this exposure. Such contracts limit exposure to both favorable and unfavorable currency exchange rate fluctuations. The translation of foreign currencies into United States dollars also subjects us to exposure related to fluctuating currency exchange rates; however, derivative instruments are not used to manage this risk.

Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, natural gas, zinc and other raw materials, and our utility requirements. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative contracts to manage the associated price risk.

We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place

with certain counterparties to limit our credit exposure.  These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. At May 31, 2016, we had posted total cash collateral of $255,000 to our margin accounts.  Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold.  We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.

Refer to “Note"Note Q – Fair Value Measurements”Measurements" for additional information regarding the accounting treatment for our derivative instruments, as well as how fair value is determined.

The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2016:2018:

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Balance

 

 

 

 

 

Balance

 

 

 

 

  Asset Derivatives   Liability Derivatives 

 

Sheet

 

Fair

 

 

Sheet

 

Fair

 

(in thousands)  Balance
Sheet
Location		   Fair
Value		   Balance Sheet
Location		   Fair
Value		 

 

Location

 

Value

 

 

Location

 

Value

 

Derivatives designated as hedging instruments:

  

      

Derivatives designated as hedging

 

 

 

 

 

 

 

 

 

 

 

 

instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

Receivables

 

$

6,385

 

 

Accounts payable

 

$

-

 

 

Other assets

 

 

68

 

 

Other liabilities

 

 

-

 

Totals

 

 

 

$

6,453

 

 

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging

 

 

 

 

 

 

 

 

 

 

 

 

instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

   Receivables    $13,224     Accounts payable    $696  

 

Receivables

 

$

4,749

 

 

Accounts payable

 

$

613

 

   Other assets     3,589     Other liabilities     80  

 

Other assets

 

 

221

 

 

Other liabilities

 

 

158

 

    

 

     

 

 

 

 

 

 

4,970

 

 

 

 

 

771

 

     16,813       776  

Interest rate contracts

   Receivables     -     Accounts payable     155  
   Other assets     -     Other liabilities     306  
    

 

     

 

 
     -       461  
    

 

     

 

 

Foreign exchange contracts

 

Receivables

 

 

-

 

 

Accounts payable

 

 

75

 

Totals

    $16,813      $1,237  

 

 

 

$

4,970

 

 

 

 

$

846

 

    

 

     

 

 

Derivatives not designated as hedging instruments:

  

      

Commodity contracts

   Receivables    $4,660     Accounts payable    $761  
   Other assets     317     Other liabilities     -  
    

 

     

 

 
     4,977       761  
    

 

     

 

 

Foreign exchange contracts

   Receivables     -     Accounts payable     15  
    

 

     

 

 
     -       15  
    

 

     

 

 

Totals

    $4,977      $776  
    

 

     

 

 

Total Derivative Instruments

    $21,790      $2,013  
    

 

     

 

 

Total derivative instruments

 

 

 

$

11,423

 

 

 

 

$

846

 

The amounts in the table above reflect the fair value of the Company’s derivative contracts on a net basis. Had these amounts been recognized on a gross basis, the impact would have been a $300,000 decrease$351,000 increase in receivables with a corresponding decreaseincrease in accounts payable.


The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2015:2017:

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Balance

 

 

 

 

 

Balance

 

 

 

 

  Asset Derivatives   Liability Derivatives 

 

Sheet

 

Fair

 

 

Sheet

 

Fair

 

(in thousands)  Balance
Sheet
Location		   Fair
Value		   Balance Sheet
Location		   Fair
Value		 

 

Location

 

Value

 

 

Location

 

Value

 

Derivatives designated as hedging instruments:

        

Derivatives designated as hedging

 

 

 

 

 

 

 

 

 

 

 

 

instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

   Receivables    $-     Accounts payable    $17,241  

 

Receivables

 

$

7,148

 

 

Accounts payable

 

$

111

 

   Other assets     -     Other liabilities     592  
    

 

     

 

 

 

Other assets

 

 

6

 

 

Other liabilities

 

 

159

 

     -       17,833  

 

 

 

 

7,154

 

 

 

 

 

270

 

Interest rate contracts

   Receivables     -     Accounts payable     81  

 

Receivables

 

 

-

 

 

Accounts payable

 

 

141

 

   Other assets     -     Other liabilities     113  

 

Other assets

 

 

-

 

 

Other liabilities

 

 

160

 

    

 

     

 

 

 

 

 

 

-

 

 

 

 

 

301

 

     -       194  

Foreign exchange contracts

   Receivables     75     Accounts payable     -  
    

 

     

 

 

Totals

    $75      $18,027  

 

 

 

$

7,154

 

 

 

 

$

571

 

    

 

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

  

      

Derivatives not designated as hedging

 

 

 

 

 

 

 

 

 

 

 

 

instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

   Receivables    $96     Accounts payable    $4,104  

 

Receivables

 

$

1,110

 

 

Accounts payable

 

$

570

 

   Other assets     -     Other liabilities     -  

 

Other assets

 

 

-

 

 

Other liabilities

 

 

1

 

    

 

     

 

 

 

 

 

 

1,110

 

 

 

 

 

571

 

Foreign exchange contracts

 

Receivables

 

 

62

 

 

Accounts payable

 

 

-

 

Totals

    $96      $4,104  

 

 

 

$

1,172

 

 

 

 

$

571

 

    

 

     

 

 

Total Derivative Instruments

    $171      $22,131  
    

 

     

 

 

Total derivative instruments

 

 

 

$

8,326

 

 

 

 

$

1,142

 

The amounts in the table above reflect the fair value of the Company’s derivative contracts on a net basis. Had these amounts been recognized on a gross basis, the impact would have been a $200,000 decrease$100,000 increase in receivables with a corresponding decreaseincrease in accounts payable.

Cash Flow Hedges

We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions.  These derivative instruments are designated and qualify as cash flow hedges.  Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.  The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately.

The following table summarizes our cash flow hedges outstanding at May 31, 2016:2018:

 

 

Notional

 

 

 

(in thousands)  Notional
Amount		   Maturity
Date		 

 

Amount

 

 

Maturity Date

Commodity contracts

  $87,639     June 2016 – December 2017  

 

$

15,276

 

 

June 2018 - June 2019

Interest rate contracts

  $17,032     September 2019  


The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative instruments designated as cash flow hedges during fiscal 20162018 and fiscal 2015:2017:

 

 

 

 

 

 

 

 

 

 

 

 

Location of

 

 

 

 

 

 

 

 

 

Location of

 

 

 

 

 

Gain

 

Gain

 

 

 

 

 

 

Gain (Loss)

 

Gain (Loss)

 

 

(Ineffective

 

(Ineffective

 

 

Gain

 

 

Reclassified

 

Reclassified

 

 

Portion)

 

Portion)

 

 

Recognized

 

 

from

 

from

 

 

Excluded

 

Excluded

 

 

in OCI

 

 

AOCI

 

AOCI

 

 

from

 

from

 

 

(Effective

 

 

(Effective

 

(Effective

 

 

Effectiveness

 

Effectiveness

 

(in thousands)  Income
(Loss)
Recognized
in OCI
(Effective
Portion)		 Location of
Income (Loss)
Reclassified from
Accumulated OCI
(Effective
Portion)		   Income
(Loss)
Reclassified
from
Accumulated
OCI
(Effective
Portion)		 Location of
Income (Loss)
(Ineffective
Portion)
Excluded from
Effectiveness
Testing		   Income
(Loss)
(Ineffective
Portion)
Excluded
from
Effectiveness
Testing		 

 

Portion)

 

 

Portion)

 

Portion)

 

 

Testing

 

Testing

 

For the fiscal year ended

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2016:

        

May 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

  $(266)   Interest expense    $(510)   Interest expense    $        -  

 

$

3,363

 

 

Interest expense

 

$

(407

)

 

Interest expense

 

$

-

 

Commodity contracts

   7,549    Cost of goods sold     (27,727)   Cost of goods sold     -  

 

 

11,620

 

 

Cost of goods sold

 

 

14,034

 

 

Cost of goods sold

 

 

-

 

Foreign currency contracts

   -    
 		Miscellaneous
income, net		  
  		   (4)   
 		Miscellaneous
income, net		  
  		   -  
  

 

    

 

    

 

 

Totals

  $7,283     $(28,241)    $        -  

 

$

14,983

 

 

 

 

$

13,627

 

 

 

 

$

-

 

  

 

    

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the fiscal year ended

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2015:

        

May 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

  $(167)   Interest expense    $(2,538)   Interest expense    $        -  

 

$

26

 

 

Interest expense

 

$

(211

)

 

Interest expense

 

$

-

 

Commodity contracts

   (29,336)   Cost of goods sold     (8,364)   Cost of goods sold     -  

 

 

7,643

 

 

Cost of goods sold

 

 

12,402

 

 

Cost of goods sold

 

 

-

 

Foreign currency contracts

   851    
 		Miscellaneous
income, net		  
  		   855    
 		Miscellaneous
income, net		  
  		   -  
  

 

    

 

    

 

 

Totals

  $(28,652)    $(10,047)    $        -  

 

$

7,669

 

 

 

 

$

12,191

 

 

 

 

$

-

 

  

 

    

 

    

 

 

The estimated net amount of the gains in AOCI at May 31, 20162018 expected to be reclassified into net earnings within the succeeding twelve months is $6,792,000$5,775,000 (net of tax of $4,127,000)$1,751,000).  This amount was computed using the fair value of the cash flow hedges at May 31, 2016,2018, and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2017.2019.

Economic (Non-designated) Hedges

We enter into foreign currencyexchange contracts to manage our foreign exchange exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment.  We also enter into certain commodity contracts that do not qualify for hedge accounting treatment.  Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings.

The following table summarizes our economic (non-designated) derivative instruments outstanding at May 31, 2016:2018:

 

 

Notional

 

 

 

(in thousands)  Notional
Amount		   Maturity Date(s) 

 

Amount

 

 

Maturity Date(s)

Commodity contracts

  $33,371     June 2016 – December 2017  

 

$

31,814

 

 

June 2018 - December 2019

Foreign currency contracts

  $10,767     May 2017  

Foreign exchange contracts

 

 

10,448

 

 

June 2018 - August 2018

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 20162018 and fiscal 2015:2017:

 

 

 

 

Gain (Loss)

 

 

 

 

Recognized in Earnings

 

   Income (Loss) Recognized
in Earnings		 

 

 

 

Fiscal Year Ended

 

  

Location of Income (Loss)

Recognized in Earnings

 Fiscal Year Ended
May 31,		 

 

Location of Gain (Loss)

 

May 31,

 

(in thousands)       2016         2015     

 

Recognized in Earnings

 

2018

 

 

2017

 

Commodity contracts

  Cost of goods sold $(1,351)  $(15,432) 

 

Cost of goods sold

 

$

6,284

 

 

$

3,749

 

Foreign exchange contracts

  Miscellaneous income, net  148    -  

 

Miscellaneous income, net

 

 

(264

)

 

 

(553

)

   

 

  

 

 

Total

   $(1,203)  $(15,432) 

 

 

 

$

6,020

 

 

$

3,196

 

   

 

  

 

 


Note Q – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.date.  Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability.  Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies.  This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.  The three levels of inputs used to measure fair values are as follows:

 

Level 1

–

Observable prices in active markets for identical assets and liabilities.

Level 2

–

Observable inputs–

Inputs other than quoted prices in active marketsincluded within Level 1 that are observable for identical or similarthe assets and liabilities.liabilities, either directly or indirectly.

Level 3

–

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Recurring Fair Value Measurements

At May 31, 2016,2018, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

(in thousands)  Quoted  Prices
in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		   Totals 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Totals

 

Assets

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts (1)

  $  -    $21,790    $-    $21,790  

 

$

-

 

 

$

11,423

 

 

$

-

 

 

$

11,423

 

  

 

   

 

   

 

   

 

 

Total assets

  $-    $21,790    $-    $21,790  

Total Assets

 

$

-

 

 

$

11,423

 

 

$

-

 

 

$

11,423

 

  

 

   

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts (1)

  $-    $2,013    $-    $2,013  

 

$

-

 

 

$

846

 

 

$

-

 

 

$

846

 

Contingent consideration obligations (2)

   -     -     4,519     4,519  
  

 

   

 

   

 

   

 

 

Total liabilities

  $-    $2,013    $4,519    $6,532  

 

$

-

 

 

$

846

 

 

$

-

 

 

$

846

 

  

 

   

 

   

 

   

 

 

At May 31, 2015,2017, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

(in thousands)  Quoted  Prices
in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		   Totals 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Totals

 

Assets

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts (1)

  $  -    $171    $-    $171  

 

$

-

 

 

$

8,326

 

 

$

-

 

 

$

8,326

 

  

 

   

 

   

 

   

 

 

Total assets

  $-    $171    $-    $171  

 

$

-

 

 

$

8,326

 

 

$

-

 

 

$

8,326

 

  

 

   

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts (1)

  $-    $22,131    $-    $22,131  

 

$

-

 

 

$

1,142

 

 

$

-

 

 

$

1,142

 

Contingent consideration obligations (2)

   -     -     3,979     3,979  
  

 

   

 

   

 

   

 

 

Contingent consideration obligation (2)

 

 

-

 

 

 

-

 

 

 

585

 

 

 

585

 

Total liabilities

  $-    $22,131    $3,979    $26,110  

 

$

-

 

 

$

1,142

 

 

$

585

 

 

$

1,727

 

  

 

   

 

   

 

   

 

 

 

(1)

(1)

The fair value of our derivative contracts iswas based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the


respective maturities.  Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows.  Refer to “Note“Note P – Derivative Instruments and Hedging Activities”Activities” for additional information regarding our use of derivative instruments.

 

(2)

The fair value of the contingent consideration obligations isobligation was determined using a probability weighted cash flow approach based on management’s projections of future cash flows of the acquired businesses.business.  The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements.

Non-Recurring Fair Value Measurements

At May 31, 2016,2018, our assets measured at fair value on a non-recurring basis were categorized as follows:

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

(in thousands)

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Totals

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held for sale (1)

 

$

-

 

 

$

30,000

 

 

$

-

 

 

$

30,000

 

Total assets

 

$

-

 

 

$

30,000

 

 

$

-

 

 

$

30,000

 

(1)

During the fourth quarter of fiscal 2018, management committed to a plan to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment assets within Pressure Cylinders.  In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell.  The book value of Worthington Aritas exceeded its estimated fair market value of $9,000,000, resulting in an impairment charge of $42,422,000.  The book value of the oil & gas equipment asset group also exceeded its estimated fair market value of $21,000,000, resulting in an impairment charge of $10,497,000.

At May 31, 2017, there were no assets or liabilities measured at fair value on a non-recurring basis on the Company’s consolidated balance sheet.

At May 31, 2015, our assets measured at fair value on a non-recurring basis were categorized as follows:

(in thousands)  Quoted  Prices
in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		   Totals 

Assets

        

Long-lived assets held and used (1)

  $  -    $  -    $12,403    $12,403  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $-    $-    $12,403    $12,403  
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

During the fourth quarter of fiscal 2015, the Company determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value of $600,000, resulting in an impairment charge of $2,344,000. The key assumptions that drove the fair value calculation were projected cash flows and the discount rate.

During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs operating segment was necessary. Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs operating segment for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows for the customer relationship intangible asset and the property, plant and equipment of the Florence, South Carolina facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values of $2,000,000 and $9,803,000. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements. The key assumptions that drove the fair value calculations were projected cash flows and the discount rate.

The non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, deferred income taxes, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued expenses, income taxes payable and other liabilities approximate fair value due to their short-term nature.  The fair value of long-term debt, including current maturities, based upon models utilizing primarily market observable (Level 2) inputs and credit risk, was $609,245,000$757,069,000 and $610,028,000$618,059,000 at May 31, 20162018 and 2015,2017, respectively.  The carrying amount of long-term debt, including current maturities, was $580,844,000$750,368,000 and $580,193,000$578,487,000 at May 31, 20162018 and 2015,2017, respectively.

Note R – Operating Leases

We lease certain property and equipment from third parties under non-cancelable operating lease agreements.  Rent expense under operating leases was $14,683,000, $17,219,000$16,277,000, $13,519,000 and $14,677,000$14,683,000 in fiscal 2016,2018, fiscal 20152017 and fiscal 2014,2016, respectively.  Future minimum lease payments for non-cancelable operating leases having an initial or remaining term in excess of one year at May 31, 2016,2018, were as follows:

 

(in thousands)    

 

 

 

 

2017

  $9,569  

2018

   8,567  

2019

   7,342  

 

$

11,348

 

2020

   5,800  

 

 

8,839

 

2021

   4,643  

 

 

6,774

 

2022

 

 

5,825

 

2023

 

 

5,097

 

Thereafter

   5,810  

 

 

5,508

 

  

 

 

Total

  $41,731  

 

$

43,391

 

  

 

 

Note S – Related Party Transactions

We purchase from, and sell to, affiliated companies certain raw materials and services at prevailing market prices.  Net sales to affiliated companies for fiscal 2016,2018, fiscal 20152017 and fiscal 20142016 totaled $32,496,000, $32,277,000,$57,382,000, $56,588,000, and $31,441,000,$32,496,000, respectively.  Purchases from affiliated companies for fiscal 2016,2018, fiscal 20152017 and fiscal 20142016 totaled $15,737,000, $8,021,000,$7,292,000, $7,145,000, and $9,387,000,$15,737,000, respectively.  Accounts receivable from affiliated companies were $5,152,000$2,479,000 and $5,826,000$4,616,000 at May 31, 20162018 and 2015,2017, respectively.  Accounts payable to affiliated companies were $107,000 and $11,528,000$76,000 at May 31, 2016 and 2015, respectively.

2017.

Note T – Quarterly Results of Operations (Unaudited)

The following table summarizes the unaudited quarterly consolidated results of operations for fiscal 20162018 and fiscal 2015:2017:

 

(in thousands, except per share) Three Months Ended 
Fiscal 2016 August 31  November 30  February 29  May 31 

Net sales

 $758,147   $699,816   $647,080   $714,671  

Gross margin

  113,016    109,179    95,923    134,475  

Impairment of long-lived assets (1)

  3,000    22,962    -    -  

Net earnings (2)

  34,995    25,752    34,143    62,738  

Net earnings attributable to controlling interest (2)

  31,968    23,376    29,847    58,523  

Earnings per share – basic (2)

 $0.50   $0.37   $0.48   $0.95  

Earnings per share – diluted (2)

  0.48    0.36    0.47    0.92  
Fiscal 2015 August 31  November 30  February 28  May 31 

Net sales

 $862,414   $871,012   $804,785   $846,023  

Gross margin

  129,507    125,223    98,491    110,312  

Impairment of goodwill and long-lived assets (1)

  1,950    14,235    81,600    2,344  

Net earnings (loss)

  48,820    31,455    (23,243)   30,226  

Net earnings (loss) attributable to controlling interest

  44,168    29,462    (25,710)   28,865  

Earnings (loss) per share – basic

 $0.65   $0.44   $(0.39)  $0.45  

Earnings (loss) per share – diluted

  0.63    0.43    (0.39)   0.44  

(in thousands, except per share)

 

Three Months Ended

 

Fiscal 2018

 

August 31

 

 

November 30

 

 

February 28

 

 

May 31

 

Net sales

 

$

848,237

 

 

$

871,266

 

 

$

841,657

 

 

$

1,020,460

 

Gross margin

 

 

132,778

 

 

 

140,079

 

 

 

127,055

 

 

 

162,946

 

Impairment of goodwill and long-lived assets (1)

 

 

 

 

 

 

8,289

 

 

 

-

 

 

 

52,919

 

Net earnings

 

 

48,074

 

 

 

41,622

 

 

 

78,297

 

 

 

32,857

 

Net earnings attributable to controlling interest

 

 

45,534

 

 

 

39,403

 

 

 

79,087

 

 

 

30,770

 

Basic earnings per share - controlling interest

 

$

0.73

 

 

$

0.64

 

 

$

1.31

 

 

$

0.52

 

Diluted earnings per share - controlling interest

 

$

0.70

 

 

$

0.62

 

 

$

1.27

 

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

 

August 31

 

 

November 30

 

 

February 28

 

 

May 31

 

Net sales

 

$

737,549

 

 

$

727,780

 

 

$

703,436

 

 

$

845,343

 

Gross margin

 

 

147,282

 

 

 

122,803

 

 

 

110,990

 

 

 

154,830

 

Net earnings

 

 

68,536

 

 

 

49,867

 

 

 

38,951

 

 

 

60,583

 

Net earnings attributable to controlling interest

 

 

65,567

 

 

 

46,565

 

 

 

35,889

 

 

 

56,494

 

Basic earnings per share - controlling interest

 

$

1.06

 

 

$

0.75

 

 

$

0.57

 

 

$

0.90

 

Diluted earnings per share - controlling interest

 

$

1.02

 

 

$

0.72

 

 

$

0.55

 

 

$

0.87

 

 

(1)

For additional information regarding the Company’s impairment charges,activity, refer to “Note C – Goodwill and Other Long-Lived Assets.”

(2)

Amounts are presented on a revised basis due to the adoption of amended accounting guidance related to the accounting for share-based payments in the fourth quarter of fiscal 2016. As a result of the adoption of this amended accounting guidance, net earnings and net earnings attributable to controlling interest for the three month periods ended August 31, 2015, November 30, 2015 and February 29, 2016 increased $558,000, $136,000 and $271,000, respectively, from the previously reported results. For additional information, refer to “Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards.”

The sum of the quarterly earnings per share data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly earnings per share calculations.


WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

 

COL. A.     COL. B.      COL. C.      COL. D.      COL. E.     
Description          Additions                 
  Balance at
Beginning
of Period		     Charged to
Costs and
Expenses		     Charged to
Other Accounts –
Describe (A)		     Deductions –
Describe (B)		   Balance at End
of Period		    
            

Year Ended May 31, 2016:

 

Deducted from asset accounts:

Allowance for possible losses on trade

accounts receivable

  $3,085,000    $1,556,000    $394,000    $456,000    $4,579,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

Year Ended May 31, 2015:

 

Deducted from asset accounts:

Allowance for possible losses on trade

accounts receivable

  $3,043,000    $259,000    $-    $217,000    $3,085,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

Year Ended May 31, 2014:

 

Deducted from asset accounts:

Allowance for possible losses on trade

accounts receivable

  $3,408,000    $32,000    $-    $397,000    $3,043,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

COL. A.

COL. B.

COL. C.

COL. D.

COL. E.

Description

Balance at Beginning of Period

Additions

Deductions – Describe  (B)

Balance at End of Period

Charged to Costs and Expenses

Charged to Other Accounts – Describe  (A)

Year Ended May 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts: Allowance for

   possible losses on trade accounts receivable

 

$

3,444,000

 

 

$

11,000

 

 

$

-

 

 

$

2,823,000

 

 

$

632,000

 

Year Ended May 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts: Allowance for

   possible losses on trade accounts receivable

 

$

4,579,000

 

 

$

269,000

 

 

$

-

 

 

$

1,404,000

 

 

$

3,444,000

 

Year Ended May 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts: Allowance for

   possible losses on trade accounts receivable

 

$

3,085,000

 

 

$

1,556,000

 

 

$

394,000

 

 

$

456,000

 

 

$

4,579,000

 

Note A – Miscellaneous amounts.

Note B – Uncollectable accounts charged to the allowance.  For fiscal 2018, the balance also includes $1,215,000 related to Worthington Aritas that was reclassified to assets held for sale.

See accompanying Report of Independent Registered Public Accounting Firm.


Item 9. – Changes in and Disagreements With AccountantsAccountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. –- Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures [as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)] that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of our principal executive officer and our principal financial officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K (the fiscal year ended May 31, 2016)2018).  Based on that evaluation, our principal executive officer and our principal financial officer have concluded that such disclosure controls and procedures were effective at a reasonable assurance level as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred in the last fiscal quarter (the fiscal quarter ended May 31, 2016)2018) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Annual Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Worthington Industries, Inc. and our consolidated subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of Worthington Industries, Inc. and our consolidated subsidiaries are being made only in accordance with authorizations of management and directors of Worthington Industries, Inc. and our consolidated subsidiaries, as appropriate; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Worthington Industries, Inc. and our consolidated subsidiaries that could have a material effect on the financial statements.


Management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of May 31, 2016,2018, the end of our fiscal year.  Management based its assessment on criteria established inInternal Control –- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The scope of the assessment included all of the consolidated operations of the Company except for those of New AMTROL Holdings, Inc. and its subsidiaries (collectively, “AMTROL”). AMTROL was acquired on June 2, 2017.  The total assets and net sales of AMTROL represented $418.6 million and $265.2 million of consolidated total assets and consolidated net sales of the Company, respectively, as of and for the year ended May 31, 2018.    

Management’s assessment included evaluation of such elements as the design and operating effectiveness of key controls over financial reporting, process documentation, accounting policies and our overall control environment.  This assessment is supported by testing and monitoring performed under the direction of management.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.  Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.

Based on the assessment of our internal control over financial reporting, management has concluded that our internal control over financial reporting was effective at a reasonable assurance level as of May 31, 2016.2018.  The results of management’s assessment were reviewed with the Audit Committee of the Board of Directors of Worthington Industries, Inc.

Additionally, our independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of our internal control over financial reporting and issued the accompanying Report of Independent Registered Public Accounting Firm.


Report of Independent Registered Public Accounting Firm

TheTo the Board of Directors and Shareholders

Worthington Industries, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Worthington Industries, Inc.’s and subsidiaries’ (the Company) internal control over financial reporting as of May 31, 2016,2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Worthington Industries, In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2018, and 2017, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended May 31, 2018, and related notes and financial statement schedule of valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated July 30, 2018 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired New AMTROL Holdings, Inc.’s and its subsidiaries (AMTROL) during the year ended May 31, 2018, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2018, AMTROL’s internal control over financial reporting associated with total assets of $418.6 million and net sales of $265.2 million included in the consolidated financial statements of the Company as of and for the year ended May 31, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of AMTROL.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

In our opinion, Worthington Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of May 31, 2016, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Worthington Industries, Inc. and subsidiaries as of May 31, 2016 and 2015, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended May 31, 2016, and our report dated August 1, 2016, expressed an unqualified opinion on those consolidated financial statements.

 

/s/KPMG LLP

Columbus, Ohio

July 30, 2018

Columbus, Ohio


August 1, 2016

Item 9B. – OtherOther Information

There is nothing to be reported under this Item 9B.


PART III

Item 10. – Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Persons Nominated or Chosen to Become Directors or Executive Officers

The information required by Item 401 of SEC Regulation S-K concerning the directors of Worthington Industries, Inc. (“Worthington Industries” or the “Registrant”) and the nominees for re-election as directors of Worthington Industries at the Annual Meeting of Shareholders to be held on September 29, 201627, 2018 (the “2016“2018 Annual Meeting”) is incorporated herein by reference from the disclosure to be included under the caption “PROPOSAL 1:  ELECTION OF DIRECTORS” in Worthington Industries’ definitive Proxy Statement relating to the 20162018 Annual Meeting (“Worthington Industries’ Definitive 20162018 Proxy Statement”), which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of Worthington Industries’ fiscal 20162018 (the fiscal year ended May 31, 2016)2018).

The information required by Item 401 of SEC Regulation S-K concerning the executive officers of Worthington Industries is incorporated herein by reference from the disclosure included under the caption “Supplemental Item – Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K.

Compliance with Section 16(a) of the Exchange Act

The information required by Item 405 of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT – Section 16(a) Beneficial Ownership Reporting Compliance” in Worthington Industries’ Definitive 20162018 Proxy Statement.

Procedures by which Shareholders may Recommend Nominees to Worthington Industries’ Board of Directors

Information concerning the procedures by which shareholders of Worthington Industries may recommend nominees to Worthington Industries’ Board of Directors is incorporated herein by reference from the disclosure to be included under the captions “PROPOSAL 1:  ELECTION OF DIRECTORS – Committees of the Board – Nominating and Governance Committee” and “CORPORATE GOVERNANCE – Nominating Procedures” in Worthington Industries’ Definitive 20162018 Proxy Statement.  These procedures have not materially changed from those described in Worthington Industries’ definitive Proxy Statement for the 20152017 Annual Meeting of Shareholders held on September 24, 2015.27, 2017.

Audit Committee Matters

The information required by Items 407(d)(4) and 407(d)(5) of SEC RegulationS-K S‑K is incorporated herein by reference from the disclosure to be included under the caption “PROPOSAL 1:  ELECTION OF DIRECTORS –Committees of the Board – Audit Committee” in Worthington Industries’ Definitive 20162018 Proxy Statement.


Code of Conduct; Committee Charters; Corporate Governance Guidelines; Charter of Lead Independent Director

Worthington Industries’ Board of Directors has adopted Charters for each of the Audit Committee, the Compensation and Stock Option Committee, the Executive Committee and the Nominating and Governance Committee as well as Corporate Governance Guidelines as contemplated by the applicable sections of the New York Stock Exchange Listed Company Manual.  Worthington Industries’ Board of Directors has also adopted a Charter of the Lead Independent Director of Worthington Industries’ Board of Directors.

In accordance with the requirements of Section 303A.10 of the New York Stock Exchange Listed Company Manual, the Board of Directors of Worthington Industries has adopted a Code of Conduct covering the directors, officers and employees of Worthington Industries and its subsidiaries, including Worthington Industries’ Chairman of the Board and Chief Executive Officer (the principal executive officer), Worthington Industries’ Executive Vice President and Chief Financial Officer (the principal financial officer) and Worthington Industries’ Controller (the principal accounting officer).  The Registrant will disclose the following events, if they occur, in a current report on Form 8-K to be filed with the SEC within the required four business days following their occurrence: (A) the date and nature of any amendment to a provision of Worthington Industries’ Code of Conduct that (i) applies to Worthington Industries’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, (ii) relates to any element of the “code of ethics” definition enumerated in Item 406(b) of SECRegulation S-K,S‑K, and (iii) is not a technical, administrative or other non-substantive amendment; and (B) a description of any waiver (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver), including an implicit waiver, from a provision of the Code of Conduct granted to Worthington Industries’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to one or more of the elements of the “code of ethics” definition set forth in Item 406(b) of SEC Regulation S-K.  In addition, Worthington Industries will disclose any waivers from the provisions of the Code of Conduct granted to a director or an executive officer of Worthington Industries in a current report on Form 8-K to be filed with the SEC within the required four business days following their occurrence.

The text of each of the Charter of the Audit Committee, the Charter of the Compensation and Stock Option Committee, the Charter of the Executive Committee, the Charter of the Nominating and Governance Committee, the Charter of the Lead Independent Director, the Corporate Governance Guidelines and the Code of Conduct is posted on the “Corporate Governance” page of the “Investor Center” section of Worthington Industries’ Internet web site located at www.worthingtonindustries.com.  In addition, a copy of the Code of Conduct was filed as Exhibit 14 to Worthington Industries’ Annual Report on Form 10-K for the fiscal year ended May 31, 2012.

Item 11. – Executive Compensation

The information required by Item 402 of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the captions “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,” “EXECUTIVE COMPENSATION” and “COMPENSATION OF DIRECTORS” in Worthington Industries’ Definitive 20162018 Proxy Statement.

The information required by Item 407(e)(4) of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “CORPORATE GOVERNANCE –— Compensation Committee Interlocks and Insider Participation” in Worthington Industries’ Definitive 20162018 Proxy Statement.

The information required by Item 407(e)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “EXECUTIVE COMPENSATION –— Compensation Committee Report”in Worthington Industries’ Definitive 20162018 Proxy Statement.


Item 12. – Security Ownership of Certain Beneficial OwnersOwners and Management and Related Stockholder Matters

Ownership of Common Shares of Worthington Industries

The information required by Item 403 of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in Worthington Industries’ Definitive 20162018 Proxy Statement.

Equity Compensation Plan Information

The information required by Item 201(d) of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “EQUITY COMPENSATION PLAN INFORMATION” in Worthington Industries’ Definitive 20162018 Proxy Statement.

Item 13. – Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Person Transactions

The information required by Item 404 of SEC Regulation S-K is incorporated herein by reference from the disclosure in respect of John P. McConnell to be included under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and from the disclosure to be included under the caption “TRANSACTIONS WITH CERTAIN RELATED PERSONS” in Worthington Industries’ Definitive 20162018 Proxy Statement.

Director Independence

The information required by Item 407(a) of SEC Regulation S-K is incorporated herein by reference from the disclosure to be included under the captions “CORPORATE GOVERNANCE – Director Independence” and “TRANSACTIONS WITH CERTAIN RELATED PERSONS” in Worthington Industries’ Definitive 20162018 Proxy Statement.

Item 14. – Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the captions “AUDIT COMMITTEE MATTERS – Independent Registered Public Accounting Firm Fees” and “AUDIT COMMITTEE MATTERS – Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm” in Worthington Industries’ Definitive 20162018 Proxy Statement.


PART IV

Item 15. – Exhibits and Financial Statement Schedules

(a)

The following documents are filed as a part of this Annual Report on Form 10-K:

(1)

Consolidated Financial Statements:

The consolidated financial statements (and report thereon) listed below are filed as a part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm (KPMG LLP)

Consolidated Balance Sheets as of May 31, 20162018 and 20152017

Consolidated Statements of Earnings for the fiscal years ended May 31, 2016, 20152018, 2017 and 20142016

Consolidated Statements of Comprehensive Income for the fiscal years ended May 31, 2016, 20152018, 2017 and 20142016

Consolidated Statements of Equity for the fiscal years ended May 31, 2016, 20152018, 2017 and 20142016

Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2016, 20152018, 2017 and 20142016

Notes to Consolidated Financial Statements – fiscal years ended May 31, 2016, 20152018, 2017 and 20142016

(2)Financial Statement Schedule:

(2)

Financial Statement Schedule:

Schedule II – Valuation and Qualifying Accounts

All other financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because they are not required or the required information has been presented in the aforementioned consolidated financial statements or notes thereto.

(3)Exhibits Required by Item 601 of Regulation S-K:

(3)

Listing of Exhibits:

The exhibitsdocuments listed on the “Index to Exhibits” beginning on page E-1 of this Annual Report on Form 10-Kbelow are includedfiled or furnished with this Annual Report on Form 10-K as exhibits or incorporated ininto this Annual Report on Form 10-K by reference as noted in the “Index to Exhibits.” The “Index to Exhibits” specifically identifies each management contract or compensatory plan or arrangement required to be included as an exhibit to this Annual Report on Form 10-K or incorporated in this Annual Report on Form 10-K by reference.noted:

 

(b)

Exhibit

Description of Exhibit

Location

2.1

Agreement and Plan of Merger, dated as of June 2, 2017, by and among Worthington Steel of Michigan, Inc., Worthington Rhode Island Corporation, New AMTROL Holdings, Inc. and Aqua Stockholder Representative, LLC, as Stockholder Representative Exhibits: The exhibits listed on☨

Incorporated herein by reference to Exhibit 2.1 to the “Index to Exhibits” beginning on page E-1 of this AnnualCurrent Report on Form 10-K are included with this Annual Report on Form 10-K or incorporated in this Annual Report on Form 10-K by reference as noted in the “Index to Exhibits.”

(c)

Financial Statement Schedule: The financial statement schedule listed in Item 15(a)(2) above is8-K of Worthington Industries, Inc., an Ohio corporation (the “Registrant”), dated June 6, 2017 and filed with this Annual Reportthe SEC on Form 10-K.the same date  (SEC File No. 1-8399)

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.

WORTHINGTON INDUSTRIES, INC.

Date: August 1, 2016

By:

 /s/ JOHN P. MCCONNELL

John P. McConnell,

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

SIGNATURE

DATE

TITLE

/s/ John P. McConnell

John P. McConnell

August 1, 2016

Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

/s/ B. Andrew Rose

B. Andrew Rose

August 1, 2016

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Richard G. Welch

Richard G. Welch

August 1, 2016

Controller (Principal Accounting Officer)

*

Kerrii B. Anderson

*

Director

*

John B. Blystone

*

Director

*

Mark C. Davis

*

Director

*

Michael J. Endres

*

Director

*

Ozey K. Horton, Jr.

*

Director

*

Peter Karmanos, Jr.

*

Director

*

Carl A. Nelson, Jr.

*

Director

*

Sidney A. Ribeau

*

Director

*

Mary Schiavo

*

Director

*The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-identified directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this report within Exhibit 24.

*By:

/s/ John P. McConnell

Date: August 1, 2016

John P. McConnell

Attorney-In-Fact

INDEX TO EXHIBITS

Exhibit

 

Description

 

Location

 

3.1

    3.1

Amended Articles of Incorporation of Worthington Industries, Inc., as filed with the Ohio Secretary of State on October 13, 1998 P

Incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q of Worthington Industries, Inc., an Ohio corporation (the “Registrant”),  for the quarterly period ended August 31, 1998 (SEC File No. 0-4016)

3.2

Code of Regulations of Worthington Industries, Inc. (reflecting all amendments) [for SEC reporting compliance purposes only]amendments through the date of this Annual Report on Form 10-K) [This document represents the Code of Regulations of Worthington Industries, Inc. in compiled form incorporating all amendments.]

Incorporated herein by reference to Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2000 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

4.1

Second Amended and Restated Credit Agreement, dated as of April 23, 2015,February 16, 2018, among Worthington Industries, Inc., as a Borrower; Worthington Industries International S.à.r.l., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A., as a Lender an Issuing Bank and Syndication Agent; Bank of America, N.A.; Branch Banking and Trust Company; U.S. Bank National Association; Wells Fargo Bank, National Association; Branch Banking and Trust Company; Fifth Third Bank; The Huntington National Bank; and The Northern Trust Company; and Credit Suisse AG, Cayman Islands Branch,Company, as Lenders (collectively with PNC Bank, National Association and JPMorgan Chase Bank, N.A., the “Lenders”); and Citizens Bank of Pennsylvania, as a Departing Lender; with Bank of America, N.A., Branch Banking and Trust Company, U.S. Bank National Association and Wells Fargo Bank, National Association serving as Co-Documentation Agents; and J.P. Morgan Securities LLCJPMorgan Chase Bank, N.A. and PNC Capital Markets LLC serving as Joint Bookrunners and Joint Lead Arrangers

Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 28, 2015February 22, 2018 and filed with the SEC on the same date (SEC FileNo. 1-8399)

4.2

Indenture, dated as of April 13, 2010, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC FileNo. 1-8399)

4.3

First Supplemental Indenture, dated as of April 13, 2010, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399)

4.4

Form of 6.50% Global Note due April 15, 2020 (included as Exhibit A in Exhibit 4.3 toincorporated by reference in this Annual Report on Form 10-K)

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399)

4.5

Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 15, 2014 and filed with the SEC on the same date (SEC File No. 1-8399)

4.6

Form of 4.55% Global Note due April 15, 2026 (included as Exhibit A in Exhibit 4.5 toincorporated by reference in this Annual Report onForm 10-K)

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated April 15, 2014 and filed with the SEC on the same date (SEC File No. 1-8399)

4.7

Third Supplemental Indenture, dated as of July 28, 2017, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated July 28, 2017 and filed with the SEC on the same date (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

4.8

Form of 4.300% Global Note due August 1, 2032 (included as Exhibit A in Exhibit 4.7 incorporated by reference in this Annual Report on Form 10-K)

Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated July 28, 2017 and filed with the SEC on the same date (SEC File No. 1-8399)

4.9

Note Agreement, dated as of August 10, 2012, between Worthington Industries, Inc. and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd.

Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 15, 2012 and filed with the SEC on the same date (SEC File No. 1-8399)

    4.8

4.10

Form of 4.60% Senior Note due August 10, 2024 (included as Exhibit A in Exhibit 4.7 to4.9 incorporated by reference in this Annual Report on Form 10-K)

Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 15, 2012 and filed with the SEC on the same date (SEC File No. 1-8399)

    4.9

4.11

Amendment No. 1 to Note Agreement, dated June 10, 2015, among Worthington Industries, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand

Incorporated herein by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (SEC File No. 1-8399)

    4.10

4.12

Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request

Filed herewith

10.1

Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan effective March 1, 2000*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2005 (SEC File No. 1-8399)

10.2

Amendment to the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan (Amendment effective as of September 1, 2011)*

Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 (SEC File No. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

10.3

Second Amendment to the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)*

Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

10.4

Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective December 2008)*

Incorporated herein by reference to Exhibit 10.10 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.5

First Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (First Amendment effective as of September 1, 2011)*

Incorporated herein by reference to Exhibit 10.9 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 (SEC File No. 1-8399)

10.6

Second Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)*

Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

10.7

Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000*

Incorporated herein by reference to Exhibit 10(d) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2000 (SEC File No. 1-8399)

10.8

Amendment to the Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (Amendment effective as of September 1, 2011)*

Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 (SEC File No. 1-8399)

10.9

Second Amendment to the Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated (Second Amendment effective as of October 1, 2014)*

Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

10.10

Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008)*

Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)

10.11

First Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (First Amendment effective as of September 1, 2011)*

Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 (SEC File No. 1-8399)

10.12

Second Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Second Amendment effective as of October 1, 2014)*

Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

10.13

Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008)*

Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)

10.14

First Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013)*

Incorporated herein by reference to Exhibit 10.2 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

10.15

Second Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment effective as of September 26, 2013)*

Incorporated herein by reference to Exhibit 10.3 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.16

Third Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Third Amendment effective as of June 28, 2017)*

Incorporated herein by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.17

Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects the First Amendment, the Second Amendment and the Third Amendment thereto)*

Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.18

Form of Notice of Grant of Stock Options and Option Agreement for non-qualified stock options under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (now known as the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan)*

Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399)

  10.17�� 

Form of Restricted Stock Award Agreement under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan entered into by Worthington Industries, Inc. prior to June 2013 in order to evidence the grant of restricted stock to employees of Worthington Industries, Inc.*

Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report onForm 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)

  10.18

10.19

Form of Letter Evidencing Cash Performance Awards and Performance Share Awards Granted under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (now known as the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan) with targets for the three-fiscal-year periods ending on May 31, 2011, on May 31, 2012, on May 31, 2013 and on May 31, 2014*

Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399)

  10.19

Form of Letter Evidencing Performance Awards Granted and to be Granted under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan with targets for three-fiscal-year periods ending on or after May 31, 2015*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 2, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

  10.20

Form of Notice of Grant and Restricted Stock Award Agreement entered into by Worthington Industries, Inc. in order to evidence the grant for 2013, effective as of June 28, 2013, of restricted common shares, which will vest on the third anniversary of the grant date, pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated July 2, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

  10.21

Form of Notice of Grant and Restricted Stock Award Agreement entered into by Worthington Industries, Inc. with each of B. Andrew Rose and Mark A. Russell in order to evidence the grant, effective as of June 28, 2013, of 180,000 performance-based restricted common shares pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated July 2, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

10.20

  10.22

Form of Restricted Stock Award Agreement for awards granted after June 1, 2014 entered into by Worthington Industries, Inc. in order to evidence the grant, effective as of June 30, 2014, as well as future grants of restricted common shares on and after June 30, 2014 and prior to June 28, 2017, in each case which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 1, 2014 and filed with the SEC on the same date (SEC File No. 1-8399)

  10.23

10.21

Form of Restricted Stock Award Agreement for awards granted after June 28, 2017 entered into by Worthington Industries, Inc. in order to evidence the grant, after June 28, 2017, of restricted common shares, in each case which will vest on the fourth anniversary of the grant date, subject to the terms thereof and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.22

Form of Restricted Stock Award Agreement entered into by Worthington Industries, Inc. with Geoffrey G. Gilmore, in order to evidence the grant, effective June 24, 2014, of 25,000 performance-based restricted common shares pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated July 1, 2014 and filed with the SEC on the same date (SEC File No. 1-8399)

10.23

Form of Restricted Stock Award Agreement for awards granted after June 28, 2017 to be entered into by Worthington Industries, Inc. in order to evidence the grant, after June 28, 2017, of restricted common shares, in each case which will vest on the third anniversary of the grant date, subject to the terms thereto and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan*

Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.24

Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (amendment and restatement effective November 1, 2008)*

Incorporated herein by reference to Exhibit 10.6 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)

10.25

First Amendment to the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (First Amendment effective September 26, 2013)*

Incorporated herein by reference to Exhibit 10.6 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC FileNo. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

10.26

Second Amendment to the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (Second Amendment effective June 28, 2017)*

Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.27

Form of Notice of Grant of Stock Options and Option Agreement for non-qualified stock options granted under the Worthington Industries, Inc. 2003 Stock Option Plan (now known as the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan)*

Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399)

  10.27

10.28

Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amendment(amended and restatementrestated effective as of November 1, 2008)September 2016)*

Incorporated herein by reference to Exhibit 10.910.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)

  10.28

First Amendment to the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amendment and restatement effective as of November 1, 2008) (First Amendment approved by shareholders on September 29, 2011)*

Incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (SEC File No. 1-8399)

  10.29

Form of Nonqualified Stock Option Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (now known as the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors) entered into by Worthington Industries, Inc. in order to evidence the grant of nonqualified stock options to non-employee directors of Worthington Industries, Inc. on September 27, 2006 and September 26, 2007*

Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated October 2, 20063, 2016 and filed with the SEC on the same date (SECday (SEC File No. 1-8399)

  10.30

10.29

Form of Notice of Grant of Stock Options and Option Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (now known as the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors) to evidence the grant of non-qualified stock options to non-employee directors of Worthington Industries, Inc. on and after September 24, 2008*

Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399)

  10.31

10.30

Form of Restricted Stock Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (now known as the Worthington Industries, Inc. Amended and Restated 2006

Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008 (SEC File No. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

Equity Incentive Plan for Non-Employee Directors) entered into by Worthington Industries, Inc. in order to evidence the grant of restricted stock to non-employee directors of Worthington Industries, Inc. on September 24, 2008 and to be entered into by Worthington Industries, Inc. in order to evidence future grants of restricted stock to non-employee directors of Worthington Industries, Inc.*

Incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008 (SEC File No. 1-8399)

  10.32

10.31

Worthington Industries, Inc. 2010 Stock Option Plan*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 5, 2010 and filed with the SEC on the same date (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

  10.33

10.32

First Amendment to the Worthington Industries, Inc. 2010 Stock Option Plan (First Amendment effective September 26, 2013)*

Incorporated herein by reference to Exhibit 10.7 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

  10.34

10.33

Second Amendment to the Worthington Industries, Inc. 2010 Stock Option Plan (Second Amendment effective as of June 28, 2017)*

Incorporated herein by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.34

Form of Non-Qualified Stock Option Award Agreement entered into by Worthington Industries, Inc. in order to evidence the grant of non-qualified stock options to executive officers of Worthington Industries, Inc. effective as of June 30, 2011 pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and to be entered into by Worthington Industries, Inc. in order to evidence future grants of non-qualified stock options to executive officers pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Current Report on Form 8-K dated July 6, 2011 and filed with the SEC on the same date (SEC File No. 1-8399)

10.35

Worthington Industries, Inc. Annual Incentive Plan for Executives*

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Current Report on Form 8-K dated September 30, 2008 and filed with the SEC on the same date (SEC File No. 1-8399)

10.36

First Amendment to the Worthington Industries, Inc. Annual Incentive Plan for Executives (approved by shareholders on September 26, 2013)*

Incorporated herein by reference to Exhibit 10.5 to the Registrant’sRegistrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399)

10.37

Form of Letter Evidencing Cash Performance Bonus Awards Granted and to be Granted under the Worthington Industries, Inc. Annual Incentive Plan for Executives (sometimes also referred to as the Worthington Industries, Inc. Annual Short Term Incentive Plan)*

Incorporated herein by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

*

Indicates management contract or compensatory plan or arrangement.

  10.38

10.38

Receivables Purchase Agreement, dated as of November 30, 2000, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, members of various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10(h)(i) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2001 (SEC File No. 1-8399)

10.39

Amendment No. 1 to Receivables Purchase Agreement, dated as of May 18, 2001, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, members of various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10(h)(ii) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2001 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.40

Amendment No. 2 to Receivables Purchase Agreement, dated as of May 31, 2004, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, members of various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10(g)(x) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2004 (File(SEC File No. 1-8399)

10.41

Amendment No. 3 to Receivables Purchase Agreement, dated as of January 27, 2005, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2005 (SEC File No. 1-8399)

10.42

Amendment No. 4 to Receivables Purchase Agreement, dated as of January 25, 2008, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008 (SEC File No. 1-8399)

10.43

Amendment No. 5 to Receivables Purchase Agreement, dated as of January 22, 2009, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009 (SEC File No. 1-8399)

  10.44

10.44

Amendment No. 6 to Receivables Purchase Agreement, dated as of April 30, 2009, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009 (SEC File No. 1-8399)

10.45

Amendment No. 7 to Receivables Purchase Agreement, dated as of January 21, 2010, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010 (SEC File No. 1-8399)

10.46

Amendment No. 8 to Receivables Purchase Agreement, dated as of April 16, 2010, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.47

Amendment No. 9 to Receivables Purchase Agreement, dated as of January 20, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399)

10.48

Amendment No. 10 to Receivables Purchase Agreement, dated as of February 28, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.2 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399)

10.49

Amendment No. 11 to Receivables Purchase Agreement, dated as of May 6, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (SEC File No. 1-8399)

  10.50

10.50

Amendment No. 12 to Receivables Purchase Agreement, dated as of January 19, 2012, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2012 (SEC File No. 1-8399)

10.51

Amendment No. 13 to Receivables Purchase Agreement, dated as of January 18, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2013 (SEC File No. 1-8399)

10.52

Amendment No. 14 to Receivables Purchase Agreement, dated as of July 15, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.48 to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (SEC File No. 1-8399)

10.53

Amendment No. 15 to Receivables Purchase Agreement, dated as of October 11, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.57 to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

10.54

Amendment No. 16 to Receivables Purchase Agreement, dated as of May 23, 2014, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.58 to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (SEC File No. 1-8399)

10.55

Amendment No. 17 to Receivables Purchase Agreement, dated as of January 16, 2015, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399)

  10.56

10.56

Amendment No. 18 to Receivables Purchase Agreement, dated as of January 16, 2018, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator

Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2018 (SEC File No. 1-8399)

10.57

Purchase and Sale Agreement, dated as of November 30, 2000, between the various originators listed therein and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10(h)(iii) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2001 (SEC File No. 1-8399)

  10.57

10.58

Amendment No. 1, dated as of May 18, 2001, to Purchase and Sale Agreement, dated as of November 30, 2000, between the various originators listed therein and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10(h)(iv) to the Registrant’sRegistrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2001 (File(SEC File No. 1-8399)

  10.58

10.59

Amendment No. 2, dated as of August 25, 2006, to Purchase and Sale Agreement, dated as of November 30, 2000, between the various originators listed therein and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.5 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2006 (SEC File No. 1-8399)

  10.59

10.60

Amendment No. 3, dated as of October 1, 2008, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein, Worthington Taylor, Inc. and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.3 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399)

  10.60

10.61

Amendment No. 4, dated as of February 28, 2011, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein, Dietrich Industries, Inc. and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.4 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

  10.61

10.62

Amendment No. 5, dated as of May 6, 2011, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein, The Gerstenslager Company and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (SEC File No. 1-8399)

  10.62

10.63

Amendment No. 6, dated as of January 19, 2012, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.2 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2012 (SEC File No. 1-8399)

  10.63

10.64

Amendment No. 7, dated as of January 16, 2015, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein, Advanced Component Technologies, Inc., Worthington Cylinders Mississippi, LLC, Worthington Steel of Kentucky, L.L.C., The Worthington Steel Company (North Carolina), and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.2 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399)

  10.64

10.65

Amendment No. 8, dated as of February 18, 2015, to Purchase and Sale Agreement, dated as of November 30, 2000, among the various originators listed therein and Worthington Receivables Corporation

Incorporated herein by reference to Exhibit 10.3 to the Registrant’sRegistrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399)

  10.65

10.66

Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc.*

Filed herewith

  10.66

10.67

Summary of Annual Cash Performance Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Shares granted in Fiscal 2012 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (SEC File No. 1-8399)

  10.67

10.68

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2013 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (SEC File No. 1-8399)

  10.68

10.69

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2014 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (SEC File No. 1-8399)

  10.69

10.70

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2015 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.71 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399)

  10.70

10.71

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2016 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.74 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (SEC File No. 1-8399)


Exhibit

Description of Exhibit

Location

  10.71

10.72

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2017 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.71 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2016 (SEC File No. 1-8399)

10.73

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2018 for Named Executive Officers*

Incorporated herein by reference to Exhibit 10.74 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399)

10.74

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2019 for Named Executive Officers*

Filed herewith

  10.72

10.75

Form of Indemnification Agreement entered into between Worthington Industries, Inc. and each executive officer of Worthington Industries, Inc.*

Incorporated herein by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008 (SEC File No. 1-8399)

10.76

Form of Indemnification Agreement entered into between Worthington Industries, Inc. and each non-employee director of Worthington Industries, Inc. *

Incorporated herein by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008 (SEC File No. 1-8399)

14

Worthington Industries, Inc. Code of Conduct

Incorporated herein by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (SEC File No. 1-8399)

21

Subsidiaries of Worthington Industries, Inc.

Filed herewith

�� 

23.1

Consent of Independent Registered Public Accounting Firm (KPMG LLP)

Filed herewith

 

E-12

*

Indicates management contract or compensatory plan or arrangement.

23.2

Consent of Independent Auditor (KPMG LLP) with respect to consolidated financial statements of  Worthington Armstrong Venture

Filed herewith

24

Powers of Attorney of Directors and Certain Executive Officers of Worthington Industries, Inc.

Filed herewith

31.1

Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer)

Filed herewith

31.2

Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer)

Filed herewith

32.1

Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

32.2

Certifications of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

99.1

Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 20152017 and 20142016 and for the years ended December 31, 2015, 20142017, 2016 and 20132015

Filed herewith

101.INS

XBRL Instance Document

Submitted electronically herewith #

101.SCH

XBRL Taxonomy Extension Schema Document

Submitted electronically herewith #


Exhibit

Description of Exhibit

Location

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Submitted electronically herewith #

101.DEF

XBRL Taxonomy Definition Linkbase Document

Submitted electronically herewith #

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Submitted electronically herewith #

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Submitted electronically herewith #

 

# Attached as Exhibit 101 to this Annual Report on Form 10-K for the fiscal year ended May 31, 2016 of Worthington Industries, Inc. are the following documents formatted in XBRL (eXtensible Business Reporting Language):

☨

The DisclosureSchedules and Exhibits referenced in the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K.  Worthington Industries, Inc. hereby undertakes to furnish a copy of any of the omitted Disclosure Schedules and Exhibits to the Securities and Exchange Commission upon request.

*

Indicates management contract or compensatory plan or arrangement.

#

Attached as Exhibit 101 to this Annual Report on Form 10-K for the fiscal year ended May 31, 2018 of Worthington Industries, Inc. are the following documents formatted in XBRL (eXtensible Business Reporting Language):  

 

(i)

Consolidated Balance Sheets at May 31, 20162018 and 2015;2017;  

 

(ii)

Consolidated Statements of Earnings for the fiscal years ended May 31, 2016, 20152018, 2017 and 2014;2016;

 

(iii)

Consolidated Statements of Comprehensive Income for the fiscal years ended May 31, 2016, 20152018, 2017 and 2014;2016;

 

(iv)

Consolidated Statements of Equity for the fiscal years ended May 31, 2016, 20152018, 2017 and 2014;2016;

 

(v)

Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2016, 20152018, 2017 and 2014;2016; and

 

(vi)

Notes to Consolidated Financial Statements – fiscal years ended May 31, 2016, 20152018, 2017 and 2014.2016.

(b)

Exhibits:  The documents listed in Item 15(a)(3) above are filed or furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference.

(c)

Financial Statement Schedule:  The financial statement schedule listed in Item 15(a)(2) above is filed with this Annual Report on Form 10-K.

Item 16. – Form 10-K Summary

None.


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.

 

WORTHINGTON INDUSTRIES, INC.

Date:   July 30, 2018

By:

/s/ John P. McConnell

John P. McConnell,

Chairman of the Board and Chief Executive Officer

E-13

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

SIGNATURE

DATE

TITLE

/s/ John P. McConnell

July 30, 2018

Director, Chairman of the Board and Chief

John P. McConnell

Executive Officer (Principal Executive Officer)

/s/ B. Andrew Rose

July 30, 2018

Executive Vice President and Chief Financial

B. Andrew Rose

Officer (Principal Financial Officer)

/s/ Richard G. Welch

July 30, 2018

Controller

Richard G. Welch

(Principal Accounting Officer)

*

*

Director

Kerrii B. Anderson

*

*

Director

John B. Blystone

*

*

Director

Mark C. Davis

*

*

Director

Michael J. Endres

*

*

Director

Ozey K. Horton, Jr.

*

*

Director

Peter Karmanos, Jr.

*

*

Director

Carl A. Nelson, Jr.

*

*

Director

Sidney A. Ribeau

*

*

Director

Mary Schiavo

*

The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-identified directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this report within Exhibit 24.

*By:

/s/ John P. McConnell

Date:  July 30, 2018

John P. McConnell

Attorney-In-Fact

116