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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~February 29,~~August 31, 2016

¨	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 001-08399

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


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)

(614) 438-3210

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 x NO ¨

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


Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date. On ~~March 31,~~September 30, 2016, the number of Common Shares, without par value, issued and outstanding was ~~62,450,297.~~63,496,093.

TABLE OF CONTENTS


Safe Harbor Statement		ii

Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – ~~February 29,~~August 31, 2016 and May 31, ~~2015~~2016	1

	Consolidated Statements of Earnings – Three ~~and Nine~~ Months Ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015	2

	Consolidated Statements of Comprehensive Income ~~(Loss)~~ – Three ~~and Nine~~ Months Ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015	3

	Consolidated Statements of Cash Flows – Three ~~and Nine~~ Months Ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2420

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4131

Item 4.	Controls and Procedures	4131

Part II. Other Information

Item 1.	Legal Proceedings	4132

Item 1A.	Risk Factors	4132

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4232

Item 3.	Defaults Upon Senior Securities (Not applicable)	4233

Item 4.	Mine Safety Disclosures (Not applicable)	4233

Item 5.	Other Information (Not applicable)	4233

Item 6.	Exhibits	4333

Signatures		4435

Index to Exhibits		4536

SAFE HARBOR STATEMENT

Selected statements contained in this Quarterly Report on Form 10-Q, including, without limitation, in “PART I – Item 2. – 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” or other similar words or phrases. These forward-looking statements include, without limitation, statements relating to:

•

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 ~~sustainable~~sustaining earnings, earnings potential, margins or shareholder value;

•

effects of judicial rulings; and

•

other non-historical ~~matters~~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 ~~worldwide~~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;

•

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,~~Transformation efforts, 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 in which we participate 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~~civil unrest, international conflicts 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 these 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 changes to healthcare laws in the United States, which may increase our healthcare and other costs and negatively impact our operations and financial results;

•

cyber security risks; and

•

other risks described from time to time in our filings with the United States Securities and Exchange Commission, including those described in “PART I – Item 1A. — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2015.~~2016.

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 Quarterly Report on Form 10-Q are based on current information as of the date of this Quarterly Report on Form 10-Q, and we assume no obligation to correct or update any such statements in the future, except as required by applicable law.

iii

PART I. FINANCIAL INFORMATION

Item 1. – Financial Statements

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	February 29, 2016		May 31, 2015		August 31, 2016		May 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	25,432	$	31,067	$	181,525	$	84,188
Receivables, less allowances of $3,313 and $3,085 at February 29, 2016 and May 31, 2015, respectively		399,138		474,292
Receivables, less allowances of $3,866 and $4,579 at August 31, 2016 and May 31, 2016, respectively						416,529		439,688
Inventories:
Raw materials		159,183		181,975		192,117		162,427
Work in process		82,334		107,069		104,418		86,892
Finished products		79,710		85,931		73,198		70,016

Total inventories		321,227		374,975		369,733		319,335
Income taxes receivable		11,934		12,119		2,498		10,535
Assets held for sale		11,441		23,412		10,052		10,079
Deferred income taxes		22,709		22,034
Prepaid expenses and other current assets		55,777		54,294		52,129		51,290

Total current assets		847,658		992,193		1,032,466		915,115
Investments in unconsolidated affiliates		208,898		196,776		200,048		191,826
Goodwill		244,144		238,999		246,204		246,067
Other intangible assets, net of accumulated amortization of $46,219 and $47,547 at February 29, 2016 and May 31, 2015, respectively		94,605		119,117
Other intangible assets, net of accumulated amortization of $52,998 and $49,532 at August 31, 2016 and May 31, 2016, respectively						92,689		96,164
Other assets		25,603		24,867		29,775		29,254
Property, plant & equipment:
Property, plant and equipment:
Land		16,067		16,017		18,537		18,537
Buildings and improvements		239,342		218,182		259,682		256,973
Machinery and equipment		928,648		872,986		974,219		945,951
Construction in progress		35,235		40,753		30,789		48,156

Total property, plant & equipment		1,219,292		1,147,938
Total property, plant and equipment						1,283,227		1,269,617
Less: accumulated depreciation		680,272		634,748		702,456		686,779

Property, plant and equipment, net		539,020		513,190
Total property, plant and equipment, net						580,771		582,838

Total assets	$	1,959,928	$	2,085,142	$	2,181,953	$	2,061,264


Liabilities and equity
Current liabilities:
Accounts payable	$	262,405	$	294,129	$	325,299	$	290,432
Short-term borrowings		30,766		90,550		1,534		2,651
Accrued compensation, contributions to employee benefit plans and related taxes		65,475		66,252		69,204		75,105
Dividends payable		13,243		12,862		14,212		13,471
Other accrued items		52,985		56,913		49,453		45,056
Income taxes payable		1,917		2,845		15,639		2,501
Current maturities of long-term debt		857		841		867		862

Total current liabilities		427,648		524,392		476,208		430,078
Other liabilities		62,006		58,269		63,229		63,487
Distributions in excess of investment in unconsolidated affiliate		58,430		61,585		66,192		52,983
Long-term debt		579,515		579,352		577,408		577,491
Deferred income taxes		18,515		21,495
Deferred income taxes, net						17,836		17,379

Total liabilities		1,146,114		1,245,093		1,200,873		1,141,418
Shareholders’ equity - controlling interest		719,776		749,112		855,962		793,371
Noncontrolling interests		94,038		90,937		125,118		126,475

Total equity		813,814		840,049		981,080		919,846

Total liabilities and equity	$	1,959,928	$	2,085,142	$	2,181,953	$	2,061,264

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended August 31,
	February 29, 2016			February 28, 2015			February 29, 2016			February 28, 2015			2016			2015
Net sales	$	647,080		$	804,785		$	2,105,043		$	2,538,211		$	737,549		$	758,147
Cost of goods sold		551,157			706,294			1,786,925			2,184,990			590,267			645,131

Gross margin		95,923			98,491			318,118			353,221			147,282			113,016
Selling, general and administrative expense		70,149			66,764			218,822			219,327			81,056			75,951
Impairment of goodwill and long-lived assets		—			81,600			25,962			97,785
Impairment of long-lived assets														—			3,000
Restructuring and other expense		702			2,177			5,294			2,765			1,328			3,069

Operating income (loss)		25,072			(52,050	)		68,040			33,344
Operating income														64,898			30,996
Other income (expense):
Miscellaneous income, net		3,305			213			3,723			1,756
Miscellaneous income (expense), net														863			(578	)
Interest expense		(7,886	)		(8,381	)		(23,539	)		(27,573	)		(7,870	)		(7,854	)
Equity in net income of unconsolidated affiliates		24,994			18,800			80,822			69,043			34,544			26,581

Earnings (loss) before income taxes		45,485			(41,418	)		129,046			76,570
Income tax expense (benefit)		11,613			(18,173	)		35,121			19,540
Earnings before income taxes														92,435			49,145
Income tax expense														23,899			14,150

Net earnings (loss)		33,872			(23,245	)		93,925			57,030
Net earnings														68,536			34,995
Net earnings attributable to noncontrolling interests		4,296			2,465			9,698			9,110			2,969			3,027

Net earnings (loss) attributable to controlling interest	$	29,576		$	(25,710	)	$	84,227		$	47,920
Net earnings attributable to controlling interest													$	65,567		$	31,968


Basic
Average common shares outstanding		61,747			66,359			62,810			67,013			61,885			63,993

Earnings (loss) per share attributable to controlling interest	$	0.48		$	(0.39	)	$	1.34		$	0.72
Earnings per share attributable to controlling interest													$	1.06		$	0.50


Diluted
Average common shares outstanding		63,727			66,359			64,583			69,301			64,337			66,065

Earnings (loss) per share attributable to controlling interest	$	0.46		$	(0.39	)	$	1.30		$	0.69
Earnings per share attributable to controlling interest													$	1.02		$	0.48


Common shares outstanding at end of period		61,285			65,078			61,285			65,078			62,179			63,343

Cash dividends declared per share	$	0.19		$	0.18		$	0.57		$	0.54		$	0.20		$	0.19

See notes to consolidated financial ~~statements~~statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(In thousands)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended August 31,
	February 29,			February 28,			February 29,			February 28,			2016			2015
	2016			2015			2016			2015
Net earnings (loss)	$	33,872		$	(23,245	)	$	93,925		$	57,030
Net earnings													$	68,536		$	34,995
Other comprehensive income (loss):
Foreign currency translation		8,646			(14,873	)		1,255			(31,735	)		(665	)		1,823
Pension liability adjustment, net of tax		(90	)		(701	)		(98	)		(701	)		—			(8	)
Cash flow hedges, net of tax		5,430			(9,538	)		3,537			(10,458	)		625			630

Other comprehensive income (loss)		13,986			(25,112	)		4,694			(42,894	)		(40	)		2,445

Comprehensive income (loss)		47,858			(48,357	)		98,619			14,136
Comprehensive income														68,496			37,440
Comprehensive income attributable to noncontrolling interests		7,476			1,626			12,207			6,657			2,973			2,971

Comprehensive income (loss) attributable to controlling interest	$	40,382		$	(49,983	)	$	86,412		$	7,479
Comprehensive income attributable to controlling interest													$	65,523		$	34,469

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended August 31,
	February 29,			February 28,			February 29,			February 28,			2016			2015
	2016			2015			2016			2015
Operating activities
Net earnings (loss)	$	33,872		$	(23,245	)	$	93,925		$	57,030
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Operating activities:
Net earnings													$	68,536		$	34,995
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		20,761			21,762			62,748			63,329			21,831			21,440
Impairment of goodwill and long-lived assets		-			81,600			25,962			97,785
Impairment of long-lived assets														-			3,000
Provision for (benefit from) deferred income taxes		9,322			(35,334	)		(6,069	)		(41,361	)		20			(5,540	)
Bad debt expense (income)		187			(46	)		195			(106	)
Bad debt (income) expense														(81	)		10
Equity in net income of unconsolidated affiliates, net of distributions		(622	)		(571	)		(16,524	)		(8,374	)		3,898			(5,513	)
Net (gain) loss on sale of assets		(3,385	)		3,047			(7,633	)		3,481
Net loss on sale of assets														4,396			1,606
Stock-based compensation		3,627			4,058			11,284			12,911			3,136			3,777
Excess tax benefits - stock-based compensation		(431	)		(663	)		(1,689	)		(6,416	)
Changes in assets and liabilities, net of impact of acquisitions:
Changes in assets and liabilities:
Receivables		10,688			5,078			76,791			10,914			16,954			42,629
Inventories		37,211			(8,795	)		61,032			(43,925	)		(50,398	)		(7,824	)
Prepaid expenses and other current assets		(19,309	)		(3,078	)		9,324			(11,182	)		7,162			11,166
Other assets		(1,216	)		2,415			(4,019	)		5,631			1,246			442
Accounts payable and accrued expenses		14,027			40,260			(16,500	)		10,055			43,061			41,626
Other liabilities		1,052			(3,612	)		5,352			(10,108	)		1,144			(3,187	)

Net cash provided by operating activities		105,784			82,876			294,179			139,664			120,905			138,627


Investing activities
Investing activities:
Investment in property, plant and equipment		(14,973	)		(26,119	)		(75,465	)		(73,265	)		(16,316	)		(38,497	)
Investment in notes receivable		-			-			-			(7,300	)
Acquisitions, net of cash acquired		(31,256	)		(54,389	)		(34,206	)		(105,482	)
Investments in unconsolidated affiliates, net of distributions		(3,683	)		(4,559	)		(5,596	)		(8,230	)
Proceeds from sale of assets and insurance		431			3,521			9,887			3,813
Investments in unconsolidated affiliates														-			(1,687	)
Proceeds from sale of assets														157			131

Net cash used by investing activities		(49,481	)		(81,546	)		(105,380	)		(190,464	)		(16,159	)		(40,053	)


Financing activities
Net proceeds from (repayments of) short-term borrowings		(16,716	)		112,285			(57,728	)		112,644
Financing activities:
Net repayments of short-term borrowings														(1,117	)		(68,511	)
Proceeds from long-term debt		-			5,916			921			26,396			-			921
Principal payments on long-term debt		(216	)		(101,832	)		(644	)		(102,645	)		(219	)		(208	)
Proceeds from issuance of common shares		2,747			2,081			5,811			1,627
Excess tax benefits - stock-based compensation		431			663			1,689			6,416
Proceeds from (payments for) issuance of common shares														5,821			(602	)
Payments to noncontrolling interests		(4,206	)		(9,200	)		(9,106	)		(12,067	)		-			(3,336	)
Repurchase of common shares		(28,352	)		(52,795	)		(99,848	)		(94,415	)		-			(27,582	)
Dividends paid		(11,913	)		(12,517	)		(35,529	)		(34,767	)		(11,894	)		(11,551	)

Net cash used by financing activities		(58,225	)		(55,399	)		(194,434	)		(96,811	)		(7,409	)		(110,869	)


Decrease in cash and cash equivalents		(1,922	)		(54,069	)		(5,635	)		(147,611	)
Increase (decrease) in cash and cash equivalents														97,337			(12,295	)
Cash and cash equivalents at beginning of period		27,354			96,537			31,067			190,079			84,188			31,067

Cash and cash equivalents at end of period	$	25,432		$	42,468		$	25,432		$	42,468		$	181,525		$	18,772

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A – Basis of Presentation

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”), Spartan Steel Coating, LLC (“Spartan”), TWB Company, L.L.C. (“TWB”), Worthington Arıtaş Basınçlı Kaplar Sanayi (“Worthington Aritas”), ~~and~~ Worthington Energy Innovations, LLC (“WEI”), and Worthington Specialty Processing (“WSP”) in which we own controlling interests of 79.59%, 52%, 55%, 75%, 75%, and ~~75%~~51%, respectively, 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 (loss) (“OCI”) shown as net earnings or comprehensive income ~~(loss)~~ attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, ~~(loss),~~ respectively.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which are of a normal and recurring nature, except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair presentation of the consolidated financial statements for these interim periods, have been included. Operating results for the three ~~and nine~~ months ended ~~February 29,~~August 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, ~~2016~~2017 (“fiscal ~~2016”~~2017”). For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended May 31, ~~2015~~2016 (“fiscal ~~2015”~~2016”) of Worthington Industries, Inc. (the ~~“2015~~“2016 Form 10-K”).

The preparation of financial statements in conformity with 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.

Recently Adopted Accounting Standards

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 revises the consolidation requirements for limited partnerships, the considerations surrounding the primary beneficiary determination and the consolidation of certain investment funds and is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this amended guidance on a prospective basis effective June 1, 2016. The adoption of this guidance did not impact our financial position or results of operations.

In April 2015, amended accounting guidance was issued that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability itself. The amended guidance does not apply to line-of-credit arrangements. Accordingly, issuance costs related to line-of-credit arrangements will continue to be presented as an asset and amortized ratably over the term of the arrangement. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this guidance on a retrospective basis effective June 1, 2016. As a result, debt issuance costs totaling $2,405,000 and $2,491,000 as of August 31, 2016 and May 31, 2016, respectively, have been presented as a component of the carrying amount of long-term debt reported in our consolidated balance sheets. These amounts were previously capitalized and reported within other assets.

adjustments are identified, rather than retrospectively adjusting previously reported amounts. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this amended guidance on a prospective basis effective June 1, 2016. The adoption of this guidance did not impact our financial position or results of operations.

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 Company early adopted this guidance during the fourth quarter of fiscal 2016. As required for early adoption in an interim period, all adjustments have been reflected as of the beginning of fiscal 2016. Accordingly, income tax expense for the three months ended August 31, 2015 has been restated to reflect excess tax benefits associated with share-based payments totaling $558,000 in current income tax expense, rather than in paid-in capital.

Recently Issued 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 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. For public business entities, 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 application is permitted for financial statements that have not been issued. The revised guidance is to be applied on a retrospective basis, and entities are to comply with the applicable disclosures for a change in an accounting principle accordingly. The adoption of this guidance will not have a significant impact on our consolidated financial position and results of operations.

transportation. The amended guidance has no impact on inventory accounted for under the last-in, first-out (LIFO) or retail inventory methods. ~~For public business entities, the~~The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early ~~application~~adoption is permitted as of the beginning of an interim or annual reporting period. We ~~are in~~do not expect the ~~process~~adoption 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.~~

~~In September 2015,~~ amended accounting guidance ~~was issued regarding adjustments~~ to ~~provisional amounts reported in conjunction with~~have 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 adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amended guidance is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early application is permitted for financial statements that have not been issued. We are in the process of evaluating the effect this guidance will havematerial impact on our ~~consolidated~~ financial position ~~and~~or results of ~~operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting.~~

In November 2015, amended accounting guidance was issued that simplifies the presentation of deferred income taxes. The amended guidance requires that all deferred income tax assets and liabilities be classified as noncurrent on a classified statement of financial position. For public business entities, 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 application is permitted as of the beginning of an interim or annual reporting period, and the change may be applied either prospectively or retrospectively. 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.operations.

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. ~~For public business entities, the~~The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early ~~application~~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 we have not determined the effect of the amended guidance on our ongoing financial reporting.

In March 2016, amended accounting guidance was issued regarding derivative instruments designated as hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and of itself, require dedesignation 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.

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.

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 amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. We are in the process of evaluating the effect this guidance will have on our consolidated financial position, results of operations and cash flows, and we have not determined the effect of the amended guidance on our ongoing financial reporting.

NOTE B – Investments in Unconsolidated Affiliates

Our investments in affiliated companies that we do not control, either through majority ownership or otherwise, are accounted for using the equity 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”) (50%), Worthington Armstrong Venture (“WAVE”) (50%), ~~Worthington Specialty Processing (“WSP”) (51%),~~ and Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. (10%).

WSP has been considered to be jointly controlled and not consolidated due to substantive participating rights of the minority partner. However, on March 1, 2016, the Company obtained formal control over the operations of the WSP joint venture with United States Steel Corporation (“U.S. Steel”). Our ownership interest will remain at 51%. WSP’s financial statements will be consolidated within the Steel Processing operating segment beginning March 1, 2016. Refer to “NOTE Q – Subsequent Events” for additional detail.

We received distributions from unconsolidated affiliates totaling ~~$65,318,000~~$38,442,000 during the ~~nine~~three months ended ~~February 29,~~August 31, 2016. We have received cumulative distributions from WAVE in excess of our investment balance totaling ~~$58,430,000~~$66,192,000 at ~~February 29,~~August 31, 2016. In accordance with the applicable accounting guidance, these excess distributions are reclassified to the liabilities 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 obvious 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 received, less distributions received in prior periods that were determined to be returns of investment, 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.

Combined financial information for our unconsolidated affiliates is summarized as follows:

(in thousands)    February 29,
2016    May 31,
2015
Cash
   $ 132,893       $ 101,011
Receivable from member (1)
   6,902       11,092
Other current assets
   434,533       491,507
Noncurrent assets
   376,416       318,939




Total assets
   $ 950,744       $ 922,549




Current liabilities
   $ 131,308       $ 184,028
Short-term borrowings
   16,684       -
Current maturities of long-term debt
   3,721       4,489
Long-term debt
   269,261       272,861
Other noncurrent liabilities
   21,133       20,471
Equity
   508,637       440,700




Total liabilities and equity
   $ 950,744       $ 922,549

   Three Months Ended    Nine Months Ended
   February 29, February 28,    February 29, February 28,
(in thousands)    2016    2015    2016    2015
Net sales
   $ 376,448       $ 356,604       $ 1,170,096       $ 1,137,866
Gross margin
   83,251       67,636       257,036       232,580
Operating income
   54,801       41,335       171,857       154,678
Depreciation and amortization
   7,905       8,827       24,070       26,932
Interest expense
   2,038       2,157       6,333       6,492
Other income (expense) (2)
   (59 )    (79 )    23,505       (208 )
Income tax expense
   2,625       2,555       7,348       8,107
Net earnings
   51,994       37,859       186,063       141,789

(in thousands)    August 31,
2016    May 31,
2016
Cash
   $ 51,269       $ 112,122
Other current assets
   513,318       446,796
Noncurrent assets
   355,777       352,370




Total assets
   $ 920,364       $ 911,288




Current liabilities
   $ 125,082       $ 112,491
Short-term borrowings
   8,315       11,398
Current maturities of long-term debt
   2,913       3,297
Long-term debt
   265,301       266,942
Other noncurrent liabilities
   22,678       21,034
Equity
   496,075       496,126




Total liabilities and equity
   $ 920,364       $ 911,288

   Three Months Ended
August 31,
(in thousands)    2016    2015
Net sales
   $ 417,115       $ 404,463
Gross margin
   124,197       89,018
Operating income
   94,397       61,246
Depreciation and amortization
   6,820       8,097
Interest expense
   2,148       2,159
Income tax expense
   7,518       2,560
Net earnings
   86,067       62,926

The financial results of WSP have been included in the amounts presented in the tables above through March 1, 2016. Effective March 1, 2016, the Company obtained effective control over the operations of WSP. As a result, WSP’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 interests.

~~(1)~~

~~Represents cash owed from a joint venture partner as a result of centralized cash management.~~

~~(2)~~

The increase in other income for the nine months ended February 29, 2016, as compared to the comparable period in the prior year is primarily attributable to the impact of ClarkDietrich’s legal settlement related to successful disparagement litigation brought against several competitors in an industry trade association.

NOTE C – Impairment of ~~Goodwill and~~ Long-Lived Assets

We review the carrying value of our long-lived assets, including intangible assets with definite 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 of long-lived assets with definite useful lives 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, which would be recorded as an impairment charge in our consolidated statement of earnings.

~~Fiscal 2016:~~ ~~Due to the decline in oil prices and resulting reduced demand for products, management determined that an~~No impairment indicator was present for the long-lived assets in the Oil & Gas Equipment business within Pressure Cylinders. The Company had tested the five asset groups in its Oil & Gas Equipment business for impairmentcharges were recognized 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 Oil & Gas 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 reasonably 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 Oil & Gas 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 Oil & Gas Equipment component with the rest of the Pressure Cylinders for purposes of goodwill impairment testing. This determination was driven by changes in the economic characteristics of the Oil & Gas Equipment business as a result of sustained low oil prices, which now indicate that the risk profile and prospects for growth and profitability of the Oil & Gas Equipment component are no longer similar to the other components of our Pressure Cylinders businesses. 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 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.2017.

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 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 nine months ended February 29, 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. 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 $313,000.

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.

NOTE D – Restructuring and Other Expense

We consider restructuring activities to be programs whereby we fundamentally change our operations such as closing and consolidating manufacturing facilities, moving manufacturing of a product to another location, and rationalizing headcount.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense financial statement caption in our consolidated statement of earnings for the ~~nine~~three months ended ~~February 29,~~August 31, 2016 is summarized as follows:


(in thousands)	Beginning Balance		Expense			Payments			Adjustments			Ending Balance		Beginning Balance		Expense		Payments			Adjustments		Ending Balance
Early retirement and severance	$	2,170	$	5,365		$	(4,639	)	$	26		$	2,922	$	1,831	$	190	$	(890	)	$	8	$	1,139
Facility exit and other costs		371		6,576			(5,760	)		(23	)		1,164		653		1,027		(529	)		-		1,151

	$	2,541		11,941		$	(10,399	)	$	3		$	4,086	$	2,484		1,217	$	(1,419	)	$	8	$	2,290

Net gain on sale of assets				(6,647	)
Net loss on sale of assets																	111

Restructuring and other expense			$	5,294												$	1,328

~~During fiscal 2016,~~Facility exit costs in the ~~following activities were taken related to the Company’s restructuring activities:~~

Incurrent year consisted primarily of costs incurred in connection with the ~~closure of the Engineered Cabs facility in Florence, South Carolina the Company recognized severance expense of $2,171,000 and facility exit costs of $888,000.~~

~~The Company recognized severance expense of $1,496,000 related to workforce reductions in our Oil & Gas Equipment business within Pressure Cylinders.~~

~~In connection with the closure~~closures of the Company’s stainless steel business, ~~PSM,~~Precision Specialty Metals, Inc. (“PSM”) and the ~~Company recognized $5,184,000 of facility exit costs and severance expense of $1,122,000.~~

~~In connection with the pending closure of the steel packaging~~Florence, South Carolina facility in ~~York, Pennsylvania, the Company recognized severance expense of $556,000.~~Engineered Cabs.

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 $134,000 during fiscal 2016 related to this matter.

~~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.

~~The Company incurred severance expense and facility costs totaling $260,000 and $370,000, respectively, related to other non-significant restructuring activities.~~

The total liability as of ~~February 29,~~August 31, 2016 is expected to be paid in the next twelve months.

NOTE E – Contingent Liabilities and Commitments

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 believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations.

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 ~~February 29,~~August 31, 2016, 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 ~~$10,820,000~~$10,198,000 at ~~February 29, 2016. We have also guaranteed the repayment of a term loan entered into by our unconsolidated affiliate, ArtiFlex, which had $417,000 outstanding at February 29,~~August 31, 2016. Based on current facts and circumstances, we have estimated the likelihood of payment pursuant to ~~these guarantees, and determined that the fair value of our obligation under each~~this guarantee ~~based on those likely outcomes~~ is not ~~material~~probable and, therefore, no ~~amounts have~~amount has been recognized in our consolidated financial statements.

NOTE G – Debt and Receivables Securitization

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. However, we can 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 rate or Fed Funds ~~rates.~~rate. The applicable margin is determined by our credit rating. ~~The applicable interest rate at February 29, 2016 was 1.538%. Borrowings~~There were no borrowings outstanding under the Credit Facility ~~totaled $22,710,000~~ at ~~February 29, 2016, leaving $477,290,000 available for future use.~~August 31, 2016.

We also maintain a $100,000,000 revolving trade accounts receivable securitization facility (the “AR Facility”) which expires in January 2018. ~~The AR Facility has been available throughout fiscal 2016 to date, and was available throughout 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.~~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 ~~February 29,~~August 31, 2016, ~~the pool of eligible accounts receivable exceeded the $100,000,000 limit, and $5,000,000 of~~no undivided ownership interests in this pool of accounts receivable had been sold.

The remaining balance of short-term borrowings at February 29, 2016 consisted of an aggregate of $3,056,000 outstanding under various credit facilities maintained by our consolidated affiliate, Worthington Aritas.

We also ~~have~~had letters of credit totaling ~~$16,650,000~~$15,359,000 outstanding as of ~~February 29,~~August 31, 2016. These letters of credit ~~are~~

have been issued to ~~third-party service providers~~third parties and had no amounts drawn against them at ~~February 29,~~August 31, 2016.

NOTE H – Comprehensive Income ~~(Loss)~~

The following table summarizes the tax effects on each component of ~~other comprehensive income (loss)~~OCI for the three months ~~ended:~~ended August 31:

   February 29, 2016 February 28, 2015
   Before-Tax Tax Net-of-Tax Before-Tax Tax    Net-of-Tax
(in thousands)
Foreign currency translation
   $ 8,646    $ -    $ 8,646    $ (14,873 ) $ -       $ (14,873 )
Pension liability adjustment
   (90 ) -    (90 ) (1,072 ) 371       (701 )
Cash flow hedges
   8,505    (3,075 ) 5,430    (15,253 ) 5,715       (9,538 )




Other comprehensive income (loss)
   $ 17,061    $ (3,075 ) $ 13,986    $ (31,198 ) $ 6,086       $ (25,112 )

~~The following table summarizes the tax effects on each component of other comprehensive income (loss) for the nine months ended:~~

   February 29, 2016 February 28, 2015
   Before-Tax Tax Net-of-Tax Before-Tax Tax    Net-of-Tax
(in thousands)
Foreign currency translation
   $ 1,255    $ -    $ 1,255    $ (31,735 ) $ -       $ (31,735 )
Pension liability adjustment
   (98 ) -    (98 ) (1,072 ) 371       (701 )
Cash flow hedges
   5,938    (2,401 ) 3,537    (16,683 ) 6,225       (10,458 )




Other comprehensive income (loss)
   $ 7,095    $ (2,401 ) $ 4,694    $ (49,490 ) $    6,596       $ (42,894 )

   2016 2015
   Before-Tax Tax Net-of-Tax Before-Tax Tax Net-of-Tax
(in thousands)
Foreign currency translation
   $ (665 ) $ -    $ (665 ) $ 1,823    $ -    $ 1,823
Pension liability adjustment
   -    -    -    (8 ) -    (8 )
Cash flow hedges
   1,088    (463 ) 625    1,238    (608 ) 630


Other comprehensive income (loss)
   $ 423    $ (463 ) $ (40 ) $ 3,053    $ (608 ) $ 2,445

NOTE I – Changes in Equity

The following table provides a summary of the changes in total equity, shareholders’ equity attributable to controlling interest, and equity attributable to noncontrolling interests for the ~~nine~~three months ended ~~February 29,~~August 31, 2016:


	Controlling Interest																		Controlling Interest
(in thousands)	Additional Paid-in Capital			Cumulative Other Comprehensive Loss, Net of Tax			Retained Earnings			Total			Non- controlling Interests			Total			Additional Paid-in Capital		Accumulated Other Comprehensive Loss, Net of Tax			Retained Earnings			Total			Non- controlling Interests			Total
Balance at May 31, 2015	$	289,078		$	(50,704	)	$	510,738		$	749,112		$	90,937		$	840,049
Balance at May 31, 2016																			$	298,984	$	(28,565	)	$	522,952		$	793,371		$	126,475		$	919,846
Net earnings		-			-			84,227			84,227			9,698			93,925			-		-			65,567			65,567			2,969			68,536
Other comprehensive income		-			2,185			-			2,185			2,509			4,694
Other comprehensive income (loss)																				-		(45	)		-			(45	)		5			(40	)
Common shares issued, net of withholding tax		5,811			-			-			5,811			-			5,811			5,821		-			-			5,821			-			5,821
Common shares in NQ plans		881			-			-			881			-			881			634		-			-			634			-			634
Stock-based compensation		13,466			-			-			13,466			-			13,466			3,491		-			-			3,491			-			3,491
Purchases and retirement of common shares		(16,296	)		-			(83,552	)		(99,848	)		-			(99,848	)
Cash dividends declared		-			-			(36,058	)		(36,058	)		-			(36,058	)		-		-			(12,877	)		(12,877	)		-			(12,877	)
Payments to noncontrolling interest		-			-			-			-			(9,106	)		(9,106	)
Dividends to noncontrolling interest																				-		-			-			-			(4,331	)		(4,331	)

Balance at February 29, 2016	$	292,940		$	(48,519	)	$	475,355		$	719,776		$	94,038		$	813,814
Balance at August 31, 2016																			$	308,930	$	(28,610	)	$	575,642		$	855,962		$	125,118		$	981,080

The components of the changes in accumulated other comprehensive loss were as follows:


(in thousands)	Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			Accumulated Other Comprehensive Loss			Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance as of May 31, 2015	$	(20,717	)	$	(15,003	)	$	(14,984	)	$	(50,704	)
Balance as of May 31, 2016													$	(18,728	)	$	(17,061	)	$	7,224		$	(28,565	)
Other comprehensive income (loss) before reclassifications		(1,254	)		(98	)		(17,903	)		(19,255	)		(670	)		-			733			63
Reclassification adjustments to income (a)		-			-			23,841			23,841			-			-			355			355
Income taxes		-			-			(2,401	)		(2,401	)		-			-			(463	)		(463	)

Balance as of February 29, 2016	$	(21,971	)	$	(15,101	)	$	(11,447	)	$	(48,519	)
Balance as of August 31, 2016													$	(19,398	)	$	(17,061	)	$	7,849		$	(28,610	)

(a)	The statement of earnings classification of amounts reclassified to income for cash flow hedges is disclosed in “NOTE ON – Derivative Instruments and Hedging Activities.”

NOTE J – Stock-Based Compensation

Non-Qualified Stock Options

During the ~~nine~~three months ended ~~February 29,~~August 31, 2016, we granted non-qualified stock options covering a total of ~~153,500~~111,000 common shares under our stock-based compensation plans. The option price of ~~$30.92~~$42.30 per share was equal to the market price of the underlying common shares at the grant date. The fair value of these stock options, based on the Black-Scholes option-pricing model, calculated at the grant date, was ~~$9.55~~$11.60 per share. The calculated pre-tax stock-based compensation expense for these stock options, after an estimate for forfeitures, is ~~$1,305,000~~$1,146,000 and will be recognized on a straight-line basis over the three-year vesting period. The following assumptions were used to value these stock options:


Dividend yield	~~2.33~~2.59	%
Expected volatility	~~38.40~~36.86	%
Risk-free interest rate	~~1.98~~1.15	%
Expected term (years)	6.0

Expected volatility is based on the historical volatility of our common shares and the risk-free interest rate is based on the United States Treasury strip rate for the expected term of the stock options. The expected term was developed using historical exercise experience.

Service-Based Restricted Common Shares

During the ~~nine~~three months ended ~~February 29,~~August 31, 2016, we granted an aggregate of ~~210,200~~115,625 service-based restricted common shares under our stock-based compensation plans. The fair value of these restricted common shares was equal to the closing market price of the underlying common shares on the date of grant, or ~~$29.26~~$42.30 per share. The calculated pre-tax stock-based compensation expense for these restricted common shares, after an estimate for forfeitures, is ~~$5,582,000~~$4,353,000 and will be recognized on a straight-line basis over the three-year service-based vesting period.

Performance Share Awards

We have awarded performance shares to certain key employees ~~that~~under our stock-based compensation plans. These performance shares are earned based on the level of achievement with respect to 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 ending May 31, ~~2016,~~ 2017, 2018 and ~~2018.~~2019. 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 values of our performance shares are 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. During the ~~nine~~three months ended ~~February 29,~~August 31, 2016, we granted performance share awards covering an aggregate of ~~87,096~~68,500 common shares (at target levels). The calculated pre-tax stock-based compensation expense for these performance shares is ~~$2,623,000~~$2,809,000 and will be recognized over the three-year performance period.

NOTE K – Income Taxes

Income tax expense for the ~~nine~~three months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~August 31, 2015 reflected estimated annual effective income tax rates of ~~30.1%~~31.2% and ~~30.9%~~31.7%, respectively. The annual effective income tax rates exclude any impact from the inclusion of net earnings attributable to noncontrolling interests in our consolidated statements of earnings. Net earnings attributable to noncontrolling interests isare primarily a result of our WSP, Spartan, ~~Worthington Nitin Cylinders,~~ Worthington Aritas, and TWB consolidated joint ventures. The earnings attributable to the noncontrolling ~~interest~~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 ~~and Worthington Nitin Cylinders (both~~(a foreign ~~corporations)~~corporation), and TWB’s wholly-owned foreign corporations, is reported in our consolidated tax expense. Management is required to estimate the annual effective income tax rate based upon its forecast of annual pre-tax income for domestic and foreign operations. Our actual effective income tax rate for fiscal ~~2016~~2017 could be materially different from the forecasted rate as of ~~February 29,~~August 31, 2016.

NOTE L – Earnings ~~(Loss)~~ per Share

The following table sets forth the computation of basic and diluted earnings ~~(loss)~~ per share attributable to controlling interest for the three ~~and nine~~ months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015:

   Three Months Ended    Nine Months Ended
   February 29, February 28,    February 29, February 28,
(in thousands, except per share amounts)    2016    2015    2016    2015
Numerator (basic & diluted):

Net earnings (loss) attributable to controlling interest – income (loss) available to common shareholders
   $ 29,576       $ (25,710 )    $ 84,227       $ 47,920
Denominator:

Denominator for basic earnings (loss) per share attributable to controlling interest – weighted average common shares
   61,747       66,359       62,810       67,013
Effect of dilutive securities
   1,980       -       1,773       2,288








Denominator for diluted earnings (loss) per share attributable to controlling interest – adjusted weighted average common shares
   63,727       66,359       64,583       69,301








Basic earnings (loss) per share attributable to controlling interest
   $ 0.48       $ (0.39 )    $ 1.34       $ 0.72
Diluted earnings (loss) per share attributable to controlling interest
   $ 0.46       $ (0.39 )    $ 1.30       $ 0.69


	Three Months Ended August 31,
(in thousands, except per share amounts)	2016		2015
Numerator (basic & diluted):
Net earnings attributable to controlling interest – income available to common shareholders	$	65,567	$	31,968
Denominator:
Denominator for basic earnings per share attributable to controlling interest – weighted average common shares		61,885		63,993
Effect of dilutive securities		2,452		2,072

Denominator for diluted earnings per share attributable to controlling interest – adjusted weighted average common shares		64,337		66,065

Basic earnings per share attributable to controlling interest	$	1.06	$	0.50
Diluted earnings per share attributable to controlling interest	$	1.02	$	0.48

Stock options and restricted common shares covering ~~352,830~~161,429 and ~~1,924,019~~318,904 common shares for the three months ended ~~February 29,~~August 31, 2016 and ~~February 28, 2015, respectively, and 343,454 and 122,721 common shares for the nine months ended February 29, 2016 and February 28,~~ 2015, respectively, have been excluded from the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.

NOTE M – Segment Operations

Summarized financial information for our reportable segments is shown in the following table:


	Three Months Ended						Nine Months Ended
	February 29,			February 28,			February 29,			February 28,			Three Months Ended August 31,
(in thousands)	2016			2015			2016			2015			2016			2015
Net sales
Steel Processing	$	419,026		$	500,703		$	1,377,638		$	1,605,790		$	505,674		$	490,800
Pressure Cylinders		200,721			248,086			626,288			749,789			205,209			224,394
Engineered Cabs		25,553			45,390			92,869			146,484			25,581			38,617
Other		1,780			10,606			8,248			36,148			1,085			4,336

Total net sales	$	647,080		$	804,785		$	2,105,043		$	2,538,211		$	737,549		$	758,147

Operating income (loss)
Steel Processing	$	21,294		$	16,406		$	71,574		$	86,152		$	54,782		$	23,638
Pressure Cylinders		8,969			18,611			15,479			47,797			14,105			16,819
Engineered Cabs		(4,053	)		(85,780	)		(17,634	)		(93,534	)		(1,843	)		(9,291	)
Other		(1,138	)		(1,287	)		(1,379	)		(7,071	)		(2,146	)		(170	)

Total operating income (loss)	$	25,072		$	(52,050	)	$	68,040		$	33,344
Total operating income													$	64,898		$	30,996

Impairment of goodwill and long-lived assets
Impairment of long-lived assets
Steel Processing	$	-		$	-		$	-		$	3,050		$	-		$	-
Pressure Cylinders		-			-			22,962			9,567			-			-
Engineered Cabs		-			81,600			3,000			83,989			-			3,000
Other		-			-			-			1,179			-			-

Total impairment of goodwill and long-lived assets	$	-		$	81,600		$	25,962		$	97,785
Total impairment of long-lived assets													$	-		$	3,000

Restructuring and other expense (income)
Steel Processing	$	1,068		$	(28	)	$	3,788		$	(58	)	$	966		$	462
Pressure Cylinders		(1,031	)		2,498			(316	)		2,926			146			731
Engineered Cabs		416			(313	)		3,059			(313	)		206			1,878
Other		249			20			(1,237	)		210			10			(2	)

Total restructuring and other expense	$	702		$	2,177		$	5,294		$	2,765		$	1,328		$	3,069


(in thousands)	February 29, 2016			May 31, 2015									August 31, 2016			May 31, 2016
Total assets
Steel Processing	$	734,182		$	829,116								$	871,588		$	819,853
Pressure Cylinders		784,880			804,799									766,070			787,786
Engineered Cabs		75,603			94,506									70,471			75,124
Other		365,263			356,721									473,824			378,501

Total assets	$	1,959,928		$	2,085,142								$	2,181,953		$	2,061,264

NOTE N ~~– Acquisitions~~

~~The CryoScience business of Taylor Wharton~~

On December 7, 2015, the Company acquired 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 property and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and liquefied natural gas markets. The total purchase price was $30,287,000 after adjusting for an estimated working capital deficit of $1,069,000. 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, we identified and valued the following identifiable intangible assets:

(in thousands)       Useful Life
Category
   Amount    (Years)
Technology
   $ 2,800       20
Customer relationships
   2,200       15
Other
   260       1



Total acquired identifiable intangible assets
   $ 5,260

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
   $ 2,271
Inventories
   5,686
Prepaid expenses
   211
Intangible assets
   5,260
Property, plant and equipment
   13,400


Total identifiable assets
   26,828
Accounts payable
   (2,801 )
Other accrued items
   (310 )


Net assets
   23,717
Goodwill
   6,570


Purchase price
   $ 30,287
Plus: estimated working capital deficit
   1,069


Cash paid at closing
   $ 31,356

Operating results of the acquired business have been included in our consolidated statement of earnings from the acquisition date, forward, and have been immaterial. Pro forma net sales and net earnings, including the acquired business since the beginning of fiscal 2015, would not be materially different than reported results.

~~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 business have been included in our consolidated statements of earnings from the acquisition date, forward, and have been immaterial. Pro forma results, including the acquired business since the beginning of fiscal 2015, would not be materially different than reported results.

~~NOTE O~~ – Derivative Instruments and Hedging Activities

We utilize derivative 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 rate 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~~Rate 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 fluctuations. The translation of foreign currencies into United States dollars also subjects us to exposure related to fluctuating foreign 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 and enter into derivative instruments only with major financial institutions.~~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 ~~February 29,~~August 31, 2016, we had posted total cash collateral of ~~$3,810,000~~$152,000 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 P~~“NOTE O – Fair ~~Value Measurements”~~Value” 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 financial statement caption in which they were recorded in our consolidated balance sheet at ~~February 29,~~August 31, 2016:


	Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
(in thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	-	Accounts payable	$	12,334	Receivables	$	10,337	Accounts payable	$	31
							Other assets		850	Other liabilities		-
	Other assets		-	Other liabilities		338
									11,187			31
			-			12,672
Interest rate contracts	Receivables		-	Accounts payable		141	Receivables		-	Accounts payable		175
	Other assets		-	Other liabilities		327	Other assets		-	Other liabilities		320

			-			468			-			495

Totals		$	-		$	13,140		$	11,187		$	526

Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	-	Accounts payable	$	2,247	Receivables	$	3,737	Accounts payable	$	151
	Other assets		-	Other liabilities		133	Other assets		75	Other liabilities		-

			-			2,380			3,812			151

Foreign exchange contracts	Receivables		-	Accounts payable		2

			-			2
Foreign currency contracts							Receivables		-	Accounts payable		31

Totals		$	-		$	2,382		$	3,812		$	182

Total Derivative Instruments		$	-		$	15,522		$	14,999		$	708

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 aggregate impact would have been a ~~$995,000 increase~~$200,000 decrease in receivables with a corresponding ~~increase~~decrease in accounts payable.

The following table summarizes the fair value of our derivative instruments and the financial statement caption in which they were recorded in the consolidated balance sheet at May 31, ~~2015:~~2016:

   Asset Derivatives    Liability Derivatives
   Balance       Balance
   Sheet    Fair    Sheet    Fair
(in thousands)    Location    Value    Location    Value
Derivatives designated as hedging instruments:

Commodity contracts
   Receivables    $ -       Accounts payable    $ 17,241
   Other assets    -       Other liabilities    592




      -          17,833
Interest rate contracts
   Receivables    -       Accounts payable    81
Other assets
   Other assets    -       Other liabilities    113




      -          194




Foreign exchange contracts
   Receivables    75       Accounts payable    -




Totals
      $ 75          $ 18,027




Derivatives not designated as hedging instruments:

Commodity contracts
   Receivables    $ 96       Accounts payable    $ 4,104




Totals
      $ 96          $ 4,104




Total Derivative Instruments
      $ 171          $ 22,131

   Asset Derivatives    Liability Derivatives
(in thousands)    Balance
Sheet
Location    Fair
Value    Balance
Sheet
Location    Fair
Value
Derivatives designated as hedging instruments:

Commodity contracts

Receivables
      $ 13,224
Accounts payable
   $ 696

Other assets
      3,589
Other liabilities
   80




      16,813          776




Interest rate contracts

Receivables
      -
Accounts payable
   155

Other assets
      -
Other liabilities
   306




      -          461




Totals
      $ 16,813          $ 1,237




Derivatives not designated as hedging instruments:

Commodity contracts

Receivables
      $ 4,660
Accounts payable
   $ 761

Other assets
      317
Other liabilities
   -




      4,977          761




Foreign currency contracts

Receivables
      -
Accounts payable
   15




      -          15




Totals
      $ 4,977          $ 776




Total Derivative Instruments
      $ 21,790          $ 2,013

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 aggregate impact would have been a ~~$500,000 increase~~$300,000 decrease in receivables with a corresponding ~~increase~~decrease in accounts payable.

Cash Flow Hedges

We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest ~~rates, foreign exchange~~ rates 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 ~~other comprehensive income (loss) (“OCI”)~~OCI and reclassified into earnings in the same financial statement caption 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 ~~February 29,~~August 31, 2016:

(in thousands)

Notional
Amount

Maturity Date

Notional
Amount

Maturity Date

Commodity contracts

103,490

March 2016 - December 2017

60,267

September 2016 - December 2017

Interest rate contracts

16,635

September 2019

17,072

September 2019

The following table summarizes the gain (loss) recognized in OCI and the ~~gain (loss)~~loss reclassified from accumulated OCI into earnings for derivative instruments designated as cash flow hedges during the three months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015:

   Location of    Location of
   Gain (Loss)    Gain (Loss) Gain (Loss)    Gain (Loss)
   Reclassified    Reclassified (Ineffective    (Ineffective
   Gain (Loss) from    from Portion)    Portion)
   Recognized Accumulated    Accumulated and Excluded    and Excluded
   in OCI OCI    OCI from    from
   (Effective (Effective    (Effective Effectiveness    Effectiveness
(in thousands)    Portion) Portion)    Portion) Testing    Testing
For the three months ended
February 29, 2016:

Interest rate contracts
   $ (107 ) Interest expense    $ (130 ) Interest expense    $ -
Commodity contracts
   707    Cost of goods sold    (7,775 ) Cost of goods sold    -






Totals
   $ 600       $ (7,905 )    $ -






For the three months ended
February 28, 2015:

Interest rate contracts
   $ -    Interest expense    $ (160 ) Interest expense    $ -
Commodity contracts
   (15,178 ) Cost of goods sold    539    Cost of goods sold    -
Foreign currency contracts
   314    Miscellaneous income    -    Miscellaneous income    -






Totals
   $ (14,864 )    $ 379       $ -

The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from accumulated OCI into earnings for derivative instruments designated as cash flow hedges during the nine months ended February 29, 2016 and February 28, 2015:


				Location of				Location of						Location of				Location of
				Gain (Loss)	Gain (Loss)			Gain (Loss)	Gain (Loss)					Loss	Loss			Gain	Gain
				Reclassified	Reclassified			(Ineffective	(Ineffective					Reclassified	Reclassified			(Ineffective	(Ineffective
	Gain (Loss)			from	from			Portion)	Portion)		Gain (Loss)			from	from			Portion)	Portion)
	Recognized			Accumulated	Accumulated			and Excluded	and Excluded		Recognized			Accumulated	Accumulated			and Excluded	and Excluded
	in OCI			OCI	OCI			from	from		in OCI			OCI	OCI			from	from
	(Effective			(Effective	(Effective			Effectiveness	Effectiveness		(Effective			(Effective	(Effective			Effectiveness	Effectiveness
(in thousands)	Portion)			Portion)	Portion)			Testing	Testing		Portion)			Portion)	Portion)			Testing	Testing
For the nine months ended February 29, 2016:
For the three months ended August 31, 2016:
Commodity contracts											$	769		Cost of goods sold	$	(252	)	Cost of goods sold	$	-
Interest rate contracts	$	(274	)	Interest expense	$	(415	)	Interest expense	$	-		(36	)	Interest expense		(103	)	Interest expense		-

Totals											$	733			$	(355	)		$	-

For the three months ended August 31, 2015:
Commodity contracts		(17,629	)	Cost of goods sold		(23,422	)	Cost of goods sold		-	$	(8,126	)	Cost of goods sold	$	(9,187	)	Cost of goods sold	$	-
Interest rate contracts												34		Interest expense		(139	)	Interest expense		-
Foreign currency contracts		-		Miscellaneous income		(4	)	Miscellaneous income		-		-		Miscellaneous income, net		(4	)	Miscellaneous income, net		-

Totals	$	(17,903	)		$	(23,841	)		$	-	$	(8,092	)		$	(9,330	)		$	-

For the nine months ended February 28, 2015:
Interest rate contracts	$	-		Interest expense	$	(2,445	)	Interest expense	$	-
Commodity contracts		(19,953	)	Cost of goods sold		(613	)	Cost of goods sold		-
Foreign currency contracts		211		Miscellaneous income		-		Miscellaneous income		-

Totals	$	(19,742	)		$	(3,058	)		$	-

The estimated net amount of the losses recognized in accumulated OCI at ~~February 29,~~August 31, 2016 expected to be reclassified into net earnings within the succeeding twelve months is ~~$9,382,000~~$9,008,000 (net of tax of ~~$5,349,000)~~$5,568,000). This amount was computed using the fair value of the cash flow hedges at ~~February 29,~~August 31, 2016, and will change before actual reclassification from OCI to net earnings during the fiscal years ending May 31, ~~2016~~2017 and ~~2017.~~2018.

Economic (Non-designated) Hedges

We enter into foreign currency contracts to manage our foreign currency exchange rate 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 ~~February 29,~~August 31, 2016:

(in thousands)

Notional
Amount

Maturity Date(s)

Notional
Amount

Maturity Date(s)

Commodity contracts

36,996

March 2016 - October 2017

24,809

September 2016 - August 2018

Foreign currency contracts

6,806

March 2016 - February 2017

18,847

September 2016 - August 2017

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during the three months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015:

   Gain (Loss) Recognized
in Earnings for the
Three Months Ended
(in thousands)    Location of Gain (Loss)
Recognized in Earnings February 29,
2016    February 28,
2015
Commodity contracts
   Cost of goods sold $ 173       $ (4,105 )
Foreign currency contracts
   Miscellaneous income (expense) 47       —




Total
   $ 220       $ (4,105 )

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during the nine months ended February 29, 2016 and February 28, 2015:


										Gain (Loss) Recognized
										in Earnings for the Three Months Ended
		Gain (Loss) Recognized in Earnings for the Nine Months Ended						Location of Gain (Loss)		August 31,
(in thousands)	Location of Gain (Loss) Recognized in Earnings	February 29, 2016			February 28, 2015			Recognized in Earnings		2016			2015
Commodity contracts	Cost of goods sold	$	(7,972	)	$	(6,522	)		Cost of goods sold	$	2,908		$	(2,755	)
Foreign currency contracts	Miscellaneous income (expense)		117			43			Miscellaneous expense, net		(66	)		—

Total		$	(7,855	)	$	(6,479	)			$	2,842		$	(2,755	)

The gain (loss) on the foreign currency derivatives significantly offsets the gain (loss) on the hedged item.

NOTE PO – Fair Value

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. 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 markets~~included within Level 1 that are observable for ~~identical or similar~~the 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 ~~February 29,~~August 31, 2016, our assets and liabilities measured at fair value on a recurring basis were as follows:


(in thousands)	Quoted Price in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative contracts (1)	$	-	$	-	$	-	$	-	$	-	$	14,999	$	-	$	14,999

Total assets	$	-	$	-	$	-	$	-	$	-	$	14,999	$	-	$	14,999

Liabilities
Derivative contracts (1)	$	-	$	15,522	$	-	$	15,522	$	-	$	708	$	-	$	708
Contingent consideration obligation (2)		-		-		540		540		-		-		4,519		4,519

Total liabilities	$	-	$	15,522	$	540	$	16,062	$	-	$	708	$	4,519	$	5,227

At May 31, ~~2015,~~2016, our assets and liabilities measured at fair value on a recurring basis were as follows:


(in thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative contracts (1)	$	-	$	171	$	-	$	171	$	-	$	21,790	$	-	$	21,790

Total assets	$	-	$	171	$	-	$	171	$	-	$	21,790	$	-	$	21,790

Liabilities
Derivative contracts (1)	$	-	$	22,131	$	-	$	22,131	$	-	$	2,013	$	-	$	2,013
Contingent consideration obligations (2)		-		-		3,979		3,979		-		-		4,519		4,519

Total liabilities	$	-	$	22,131	$	3,979	$	26,110	$	-	$	2,013	$	4,519	$	6,532

(1)

The fair value of our derivative contracts is 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 O~~“NOTE N – Derivative Instruments and Hedging Activities” for additional information regarding our use of derivative instruments.

(2)	The fair value of the contingent consideration obligations is determined using a probability weighted cash flow approach based on management’s projections of future cash flows of the acquired businesses. The fair value measurement was based on Level 3 inputs not observable in the market.

~~Non-Recurring Fair Value Measurements~~

~~At February 29, 2016, 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, management reviewed certain intangible assets related to our CNG fuel systems joint venture, dHybrid, for impairment. 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 were based on Level 3 inputs not observable in the market. The key assumptions that drove the fair value calculations were projected cash flows and the discount rate.

The fair value of non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, notes receivable, income taxes receivable, other assets, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities approximate carrying value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was ~~$602,511,000~~$611,710,000 and ~~$610,028,000~~$609,245,000 at ~~February 29,~~August 31, 2016 and May 31, ~~2015,~~2016, respectively. The carrying amount of long-term debt, including current maturities, was ~~$580,372,000~~$578,275,000 and ~~$580,193,000~~$578,353,000 at ~~February 29,~~August 31, 2016 and May 31, ~~2015,~~2016, respectively.

~~NOTE Q – Subsequent Events~~

As of March 1, 2016, the Company reached an agreement with U.S. Steel, its partner in the WSP joint venture, whereby it obtained a majority of the WSP Board of Directors, which gave the Company effective control over the operations of WSP. As a result, we began consolidating the results of WSP within our financial results as of March 1, 2016, the beginning of the Company’s fiscal 2016 fourth quarter. The equity of United States Steel Corporation in the joint venture will be shown as noncontrolling interest in our consolidated balance sheets beginning March 1, 2016 and United States Steel Corporation’s portion of net earnings will be included as net earnings attributable to noncontrolling interest in our consolidated statements of earnings beginning with the fourth quarter of fiscal 2016. The Company had been accounting for the results of WSP, through the third quarter of 2016, under the equity method. As a result of this change, and in accordance with U.S. GAAP, we will be required to write up the assets of WSP to fair market value which will result in a one-time, non-cash gain in the fourth quarter of fiscal 2016. The ownership percentages in WSP will remain 51% Worthington and 49% U.S. Steel.

Item 2. —– Management’s Discussion and Analysis of Financial Condition and Results of Operations

Selected statements contained in this “Item 2. – 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 Quarterly Report on Form 10-Q and “Part I - Item 1A. - Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2015.~~2016.

Introduction

The following discussion and analysis of market and industry trends, business developments, and the results of operations and financial position of Worthington Industries, Inc., together with its subsidiaries (collectively, “we,” “our,” “Worthington,” or our “Company”), should be read in conjunction with our consolidated financial statements and notes thereto included in “Item 1. – Financial Statements” of this Quarterly Report on Form 10-Q. Our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2015~~2016 (“fiscal ~~2015”~~2016”) includes additional information about Worthington, our operations and our consolidated financial position and should be read in conjunction with this Quarterly Report on Form 10-Q.

As of ~~February 29,~~August 31, 2016, excluding our joint ventures, we operated 3229 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,~~segment consists of Worthington Energy Innovations (“WEI”), which dodoes not meet the applicable aggregation criteria or quantitative thresholds for separate disclosure, ~~are~~and therefore is 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 active joint ventures, which operated 51 manufacturing facilities worldwide, as of ~~February 29,~~August 31, 2016. ~~Five~~Six of these joint ventures are consolidated 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)’~~their portion of net earnings and other comprehensive income (loss), shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, ~~(loss),~~ respectively. The remaining ~~seven~~six of these joint ventures are accounted for using the equity method.

Overview

The ~~Company’s performance was steady~~Company benefited from rising steel prices and strong demand in the automotive and construction end markets during the ~~third~~first quarter of fiscal 2017. Increases in flat steel prices during the first half of calendar 2016 ~~despite continued weakness~~led to an improved pricing spread in Steel Processing and had a significant impact on earnings. Weakness in the oil & gas equipment ~~and agricultural~~ end ~~markets and the unfavorable impact of inventory holding losses~~market continues to weigh on our Pressure Cylinders business. The Company has reduced costs in ~~Steel Processing. Lower manufacturing costs across most of our businesses, improved profitability~~an attempt to match demand in ~~the Industrial Products business and strong contributions from our unconsolidated joint ventures highlighted the quarter.~~

Pressure Cylinders’ operating income was down $9.6 million. Continued weakness in the Oil & Gas Equipment business combined with $3.9 million of expense related to indemnification, purchase accounting and transition services fees for recent acquisitions in the Cryogenics and Alternative Fuels businesses led to an overall decrease in gross margin. Sales in the Oil & Gas Equipment business were down 71% from the prior year quarter on lower volume. Demand in the Oil & Gas Equipment business continued to decline as oil prices dropped through much of the quarter. Lower commodity costs and improved profitability in the Industrial Products business helped mitigate the overall decrease in Pressure Cylinders’ operating income.

Steel Processing operating income was up $4.9 million from the prior year quarter to $21.3 million. Improved inventory management and some modest mark-to-market gains on several non-designated steel hedges compared to losses in the prior year period were partially offset by lower tolling volume at our Spartan joint venture.

Engineered Cabs’ net sales of $25.6 million were $19.8 million, or 44%, below the prior year quarter due to declines in market demand and the September 2015 closure of the Florence, South Carolina facility. Adjusting for impairment and restructuring charges, the operating loss improved $0.9 million from the prior year quarter.this market.

Equity in net income of unconsolidated affiliates (“equity income”) was up ~~$6.2~~$7.9 million, or ~~31%~~30%, from the prior year ~~quarter. Higher contributions from WAVE, Serviacero~~quarter driven by a $6.0 million increase at ClarkDietrich and ~~ClarkDietrich accounted for the majority of the increase in equity income. Strong~~improvements at ArtiFlex and Serviacero. Lower steel costs and strong automotive and construction markets in the ~~Unites States (the “U.S.”) and lower commodity costs~~U.S. are benefiting these businesses. We received ~~dividends~~distributions from unconsolidated joint ventures of ~~$25.4~~$38.4 million during the quarter.

Recent Business Developments

On December 7, 2015, the Company completed the acquisition of the global CryoScience business of Taylor Wharton, including a manufacturing facility in Theodore, Alabama, for $30.3 million. 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.

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, for $3.4 million. The acquired net assets became part of the Pressure Cylinders operating segment upon closing.

During the quarter, the Company ~~repurchased a total of 1,000,000 common shares for $28.4 million at an average price of $28.35.~~

~~As of March 1, 2016,~~completed the ~~Company obtained effective control~~exit of the ~~Worthington Specialty Processing (“WSP”) joint venture with United States Steel Corporation. Our ownership interest will remain at 51%. WSP’s earnings will be consolidated~~businesses within ~~the Steel Processing~~its former Construction Services operating segment beginning March 1, 2016. For additional financial information, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE Q – Subsequent Events” of this Quarterly Report on Form 10-Q.segment.

On ~~March 23,~~September 28, 2016, the Board of Directors of Worthington Industries, Inc. (the “Board”) declared a quarterly dividend of ~~$0.19~~$0.20 per share payable on ~~June~~December 29, 2016 to shareholders of record on ~~June~~December 15, 2016.

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 the ~~third~~first quarter of each of fiscal ~~2016~~2017 and fiscal ~~2015~~2016 is illustrated in the following chart:

LOGO

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%~~63% of the net sales of our Steel Processing operating segment are to the automotive market. North American vehicle production, primarily by ~~Chrysler,~~ Ford, ~~and~~ General Motors and FCA US (the “Detroit Three automakers”), has a considerable impact on the activity within this operating segment. The majority of the net sales of ~~four~~three of our unconsolidated joint ventures are also to the automotive end market.

Approximately ~~11%~~13% of the net sales of our Steel Processing operating segment ~~50%~~and 52% 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 24% and ~~50%~~48% 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 these portions of our business. However, we believe that the trend in U.S. GDP growth is a good economic indicator for analyzing these operating segments.

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


	Three Months Ended									Nine Months Ended									Three Months Ended August 31,
	Feb 29, 2016			Feb 28, 2015			Inc/(Dec)			Feb 29, 2016			Feb 28, 2015			Inc / (Dec)			2016			2015			Inc / (Dec)
U.S. GDP (% growth year-over-year)¹		1.1	%		2.4	%		-1.3	%		1.2	%		2.7	%		-1.5	%		1.5	%		1.4	%		0.1	%
Hot-Rolled Steel ($ per ton)²	$	383		$	578		($	195	)	$	421		$	634		($	213	)	$	617		$	461		$	156
Detroit Three Auto Build (000’s vehicles)³		2,174			2,053			121			6,987			6,694			293			2,380			2,318			62
No. America Auto Build (000’s vehicles)³		4,177			4,024			153			13,189			12,682			507			4,563			4,393			170
Zinc ($ per pound)⁴	$	0.80		$	0.93		($	0.13	)	$	0.81		$	0.99		($	0.18	)	$	0.84		$	0.88		$	(0.04	)
Natural Gas ($ per mcf)⁵	$	1.84		$	3.09		($	1.25	)	$	2.40		$	3.97		($	1.57	)	$	2.00		$	2.78		$	(0.78	)
On-Highway Diesel Fuel Prices ($ per gallon)⁶	$	2.15		$	3.09		($	0.94	)	$	2.47		$	3.56		($	1.09	)	$	2.39		$	2.75		$	(0.36	)
Crude Oil - WTI ($ per barrel)⁶																			$	46.04		$	51.20		$	(5.16	)

¹	2015 figures based on revised actuals² CRU Hot-Rolled Index; period average³ IHS Global⁴ LME Zinc; period average⁵ NYMEX Henry Hub Natural Gas; period average⁶ 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 following table presents the average quarterly market price per ton of hot-rolled steel during fiscal ~~2016~~2017 (first ~~second and third quarters)~~quarter), fiscal ~~2015~~2016 and fiscal ~~2014:~~2015:


(Dollars per ton¹)
	Fiscal Year						Inc / (Dec)										Fiscal Year
	2016		2015		2014		2016 vs. 2015					2015 vs. 2014					2017		2016		2015
1st Quarter	$	461	$	671	$	627	($	210	)	-31.3	%	$	44		7.0	%	$	617	$	461	$	673
2nd Quarter	$	419	$	651	$	651	($	232	)	-35.6	%	$	0		0.0	%		N/A	$	419	$	651
3rd Quarter	$	383	$	578	$	669	($	195	)	-33.7	%	($	91	)	-13.6	%		N/A	$	383	$	578
4th Quarter		N/A	$	464	$	655		N/A		N/A		($	191	)	-29.2	%		N/A	$	507	$	464
Annual Avg.		N/A	$	591	$	651		N/A		N/A		($	60	)	-9.2	%		N/A	$	443	$	592

¹	CRU Hot-Rolled Index, period average

No single customer contributed more than 10% of our consolidated net sales during the ~~third~~first quarter of fiscal ~~2016.~~2017. 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 the ~~third~~first quarter of fiscal ~~2016,~~2017, overall vehicle production for the Detroit Three automakers was up 6%3% and North American vehicle production as a whole increased 4%.

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

~~Third~~First Quarter -– Fiscal ~~2016~~2017 Compared to Fiscal ~~2015~~2016

Consolidated Operations

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


	Three Months Ended															Three Months Ended August 31,
(Dollars in millions)	Feb 29, 2016			% of Net sales			Feb 28, 2015			% of Net sales			Increase/ (Decrease)
																			% of						% of			Increase/
(In millions)																2016			Net sales			2015			Net sales			(Decrease)
Net sales	$	647.1			100.0	%	$	804.8			100.0	%	$	(157.7	)	$	737.5			100.0	%	$	758.1			100.0	%	$	(20.6	)
Cost of goods sold		551.2			85.2	%		706.3			87.8	%		(155.1	)		590.2			80.0	%		645.1			85.1	%		(54.9	)

Gross margin		95.9			14.8	%		98.5			12.2	%		(2.6	)		147.3			20.0	%		113.0			14.9	%		34.3
Selling, general and administrative expense		70.1			10.8	%		66.8			8.3	%		3.3			81.1			11.0	%		75.9			10.0	%		5.2
Impairment of goodwill and long-lived assets		—			0.0	%		81.6			10.1	%		(81.6	)
Impairment of long-lived assets																	—			0.0	%		3.0			0.4	%		(3.0	)
Restructuring and other expense		0.7			0.1	%		2.2			0.3	%		(1.5	)		1.3			0.2	%		3.1			0.4	%		(1.8	)

Operating income (loss)		25.1			3.9	%		(52.1	)		-6.5	%		77.2
Miscellaneous income, net		3.3			0.5	%		0.2			0.0	%		3.1
Operating income																	64.9			8.8	%		31.0			4.1	%		33.9
Miscellaneous income (expense), net																	0.9			0.1	%		(0.6	)		-0.1	%		1.5
Interest expense		(7.9	)		-1.2	%		(8.4	)		-1.0	%		(0.5	)		(7.9	)		-1.1	%		(7.9	)		-1.0	%		—
Equity in net income of unconsolidated affiliates (1)		25.0			3.9	%		18.8			2.3	%		6.2			34.5			4.7	%		26.6			3.5	%		7.9
Income tax benefit (expense)		(11.6	)		-1.8	%		18.2			2.3	%		29.8
Income tax expense																	(23.9	)		-3.2	%		(14.1	)		-1.9	%		(9.8	)

Net earnings (loss)		33.9			5.2	%		(23.3	)		-2.9	%		57.2
Net earnings attributable to noncontrolling interests		4.3			0.7	%		2.4			0.3	%		1.9
Net earnings																	68.5			9.3	%		35.0			4.6	%		33.5
Net loss attributable to noncontrolling interests																	(2.9	)		-0.4	%		(3.0	)		-0.4	%		0.1

Net earnings (loss) attributable to controlling interest	$	29.6			4.6	%	$	(25.7	)		-3.2	%	$	55.3
Net earnings attributable to controlling interest																$	65.6			8.9	%	$	32.0			4.2	%	$	33.6


(1) Equity income by unconsolidated affiliate
WAVE	$	18.7					$	15.6					$	3.1		$	20.7					$	22.0					$	(1.3	)
ClarkDietrich		1.3						0.2						1.1			8.6						2.6						6.0
Serviacero		1.7						(0.3	)					2.0			2.0						0.8						1.2
ArtiFlex		3.0						2.8						0.2			2.9						1.5						1.4
WSP		0.2						0.4						(0.2	)		—						0.8						(0.8	)
Other		0.1						0.1						(0.0	)		0.3						(1.1	)					1.4

Total	$	25.0					$	18.8					$	6.2		$	34.5					$	26.6					$	7.9

Net earnings attributable to controlling interest for the three months ended ~~February 29,~~August 31, 2016 increased ~~$55.3~~$33.6 million from the comparable period in the prior year. Net sales and operating highlights were as follows:

Net sales decreased $157.7 million from the comparable period in the prior year. The decrease was the result of lower average selling prices in Steel Processing due to a decline in the market price of steel combined with lower volumes in Pressure Cylinders and Engineered Cabs.

~~Gross margin decreased $2.6~~$20.6 million from the comparable period in the prior year on lower ~~volume. However, gross~~volume, partially offset by higher average selling prices. Lower overall volume reduced net sales by $28.6 million on decreases in certain Pressure Cylinders businesses and Engineered Cabs, partially offset by contributions from the consolidation of the WSP joint venture effective March 1, 2016.

Gross margin asincreased $34.3 million from the comparable period in the prior year on a ~~percent of sales actually increased due to an improved~~favorable pricing spread ~~and~~in Steel Processing due primarily to inventory holding gains in the current quarter compared to inventory holding losses in the prior year quarter, partially offset by lower ~~manufacturing expenses across many of our businesses.~~volume in Pressure Cylinders.

SG&A expense increased ~~$3.3~~$5.2 million over the comparable prior year period ~~to $70.1 million. The increase was primarily due to~~driven by the impact of acquisitions, ~~and~~ higher profit sharing and bonus ~~expense.~~

~~Impairment charges of $81.6~~expense and a $1.5 million ~~for the three months ended February 28, 2015, were due to the impairment of goodwill and other long-lived assets~~increase in Engineered Cabs. For additional information, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE C – Impairment of Goodwill and Long-Lived Assets” of this Quarterly Report on Form 10-Q.accrued legal expense.

Restructuring and other expense ~~was $0.7~~of $1.3 million in the current ~~period. Expenses~~period consisted primarily of ~~$1.1~~$0.8 million ~~in net restructuring charges in Steel Processing primarily tied~~of facility exist costs related to the ongoing closure of Precision Specialty Metals (“PSM”)~~, $0.8 million of employee severance related to workforce reduction in Oil & Gas Equipment~~ and ~~$0.4~~$0.2 million of facility exit costs related to the closure of the Florence, South Carolina facility in Engineered Cabs. ~~A gain of $1.9 million related to the sale of the Worthington Nitin Cylinders joint venture in India, which was completed during the quarter, partially offset the impact the expenses.~~ For additional financial information regarding the Company’s restructuring activities, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE D – Restructuring and Other Expense” of this Quarterly Report on Form 10-Q.

Interest expense of $7.9 million was ~~$0.5 million lower than~~unchanged from the comparable period in the prior year. ~~The decrease was driven by lower average debt levels as a result of a decrease in working capital requirements due to the lower market price of steel.~~

Equity income increased ~~$6.2~~$7.9 million from the comparable period in the prior year to ~~$25.0~~$34.5 million ~~on net sales of $376.4 million. Higher contributions from WAVE, Serviacero~~driven primarily by a $6.0 million increase at ClarkDietrich and ~~ClarkDietrich accounted for~~improvements at ArtiFlex and Serviacero. Lower steel costs and strong automotive and construction markets in the ~~majority of the increase.~~U.S. are benefiting these businesses. We received ~~dividends~~distributions of $38.4 million from our unconsolidated ~~joint ventures of $25.4 million~~affiliates during the quarter. For additional financial ~~information~~ regarding our unconsolidated affiliates, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE B – Investments in Unconsolidated Affiliates” of this Quarterly Report on Form 10-Q.

Income tax expense increased $9.8 million from the comparable period in the prior year due primarily to higher earnings. The increase in tax expense was ~~$11.6 million~~partially offset by the following items recorded in the current ~~period compared to an income~~quarter: (i) a $4.6 million tax benefit ~~of $18.2~~associated with share-based payment awards, and (ii) a $1.2 million ~~in the comparable prior year period. The prior year~~ tax benefit ~~was due primarily~~related to ~~impairment charges recorded in Engineered Cabs. Excluding the impact of these impairment charges, prior year income~~foreign tax ~~expense was approximately $10.9 million.~~credits. The current quarter expense was calculated using an estimated annual effective income tax rate of ~~30.1%~~31.2% versus ~~30.9%~~31.7% in the prior year quarter. Refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE K – Income Taxes” of this Quarterly Report on Form 10-Q for more information on our tax rates.

Segment Operations

Steel Processing

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


														Three Months Ended August 31,
	Three Months Ended															% of					% of			Increase/
(Dollars in millions)	Feb 29, 2016		% of Net sales			Feb 28, 2015		% of Net sales			Increase/ (Decrease)			2016		Net sales			2015		Net sales			(Decrease)
Net sales	$	419.0		100.0	%	$	500.7		100.0	%	$	(81.7	)	$	505.7		100.0	%	$	490.8		100.0	%	$	14.9
Cost of goods sold		366.6		87.5	%		457.0		91.3	%		(90.4	)		413.0		81.7	%		433.8		88.4	%		(20.8	)

Gross margin		52.4		12.5	%		43.7		8.7	%		8.7			92.7		18.3	%		57.0		11.6	%		35.7
Selling, general and administrative expense		30.0		7.2	%		27.3		5.5	%		2.7			36.9		7.3	%		32.9		6.7	%		4.0
Restructuring and other expense		1.1		0.3	%		—		0.0	%		1.1			1.0		0.2	%		0.5		0.1	%		0.5

Operating income	$	21.3		5.1	%	$	16.4		3.3	%	$	4.9		$	54.8		10.8	%	$	23.6		4.8	%	$	31.2

Material cost	$	284.4				$	375.6				$	(91.2	)	$	312.7				$	348.2				$	(35.5	)
Tons shipped (in thousands)		801					831					(30	)		1,032					866					166

Net sales and operating highlights were as follows:

Net sales ~~decreased $81.7~~increased $14.9 million from the comparable period in the prior year ~~as declining steel prices led to lower~~on the combined impact of higher volume and higher average selling ~~prices, which reduced~~prices. Higher volume favorably impacted net sales by ~~$75.9 million. Volume also declined~~$8.9 million and was driven by the consolidation of the WSP joint venture effective March 1, 2016, partially offset by the closure of the Company’s stainless steel business, PSM. The remaining increase in ~~the current period reducing~~ net sales ~~by an additional $5.8 million as a result of declines at our Spartan joint venture.~~was due to higher average selling prices. The mix of direct versus toll tons processed was 52% to 48% compared to 60% to 40% ~~compared to 57% to 43%~~ in the prior year quarter. The change in mix was primarily the result of the consolidation of the WSP joint venture.

Operating income increased ~~$4.9~~$31.2 million from the comparable period in the prior year driven by a higher spread between average selling prices and material cost ~~and contributions from~~due primarily to inventory holding gains in the ~~January 2015 acquisition of the net assets of Rome Strip Steel. The favorable pricing spread was the result of improved~~current quarter compared to inventory ~~management and some modest mark-to-market gains on several non-designated steel hedges compared to~~holding losses in the prior ~~year.~~year quarter. Higher SG&A expense, driven by the ~~impact~~consolidation of ~~acquisitions~~WSP and higher profit sharing and bonus expense, combined with current period restructuring activities partially offset the overall increase in operating income. Restructuring and other expense in the current quarter consisted primarily of costs related to the ~~planned~~ongoing closure of PSM.

Pressure Cylinders

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

   Three Months Ended
(Dollars in millions)    Feb 29,
2016    % of
Net sales Feb 28,
2015    % of
Net sales Increase/
(Decrease)
Net sales
   $ 200.7       100.0 % $ 248.1       100.0 % $ (47.4 )
Cost of goods sold
   157.4       78.4 % 193.9       78.2 % (36.5 )






Gross margin
   43.3       21.6 % 54.2       21.8 % (10.9 )
Selling, general and administrative expense
   35.3       17.6 % 33.1       13.3 % 2.2
Impairment of long-lived assets
   -       0.0 % -       0.0 % -
Restructuring and other expense (income)
   (1.0 )    -0.5 % 2.5       1.0 % (3.5 )






Operating income
   $ 9.0       4.5 % $ 18.6       7.5 % $ (9.6 )






Material cost
   $ 84.9       $ 117.2       $ (32.3 )
Net sales by principal class of products:

Consumer Products
   $ 51.1       $ 53.9       $ (2.8 )
Industrial Products*
   100.4       98.4       2.0
Mississippi*
   -       8.5       (8.5 )
Alternative Fuels
   22.3       23.7       (1.4 )
Oil & Gas Equipment
   17.2       60.2       (43.0 )
Cryogenics
   9.7       3.4       6.3






Total Pressure Cylinders
   $ 200.7       $ 248.1       $ (47.4 )






Units shipped by principal class of products:

Consumer Products
   10,478,006       11,826,910       (1,348,904 )
Industrial Products*
   6,414,484       6,236,914       177,570
Mississippi*
   -       1,397,658       (1,397,658 )
Alternative Fuels
   96,123       105,460       (9,337 )
Oil & Gas Equipment
   640       2,548       (1,908 )
Cryogenics
   3,770       95       3,675






Total Pressure Cylinders
   16,993,023       19,569,585       (2,576,562 )

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


	Three Months Ended August 31,
			% of					% of			Increase/
(Dollars in millions)	2016		Net sales			2015		Net sales			(Decrease)
Net sales	$	205.2		100.0	%	$	224.4		100.0	%	$	(19.2	)
Cost of goods sold		154.0		75.0	%		170.0		75.8	%		(16.0	)

Gross margin		51.2		25.0	%		54.4		24.2	%		(3.2	)
Selling, general and administrative expense		37.0		18.0	%		36.9		16.4	%		0.1
Restructuring and other expense		0.1		0.0	%		0.7		0.3	%		(0.6	)

Operating income	$	14.1		6.9	%	$	16.8		7.5	%	$	(2.7	)


Material cost	$	85.5				$	99.1				$	(13.6	)

Net sales by principal class of products:
Consumer products	$	60.6				$	55.0				$	5.6
Industrial products		90.0					105.1					(15.1	)
Alternative fuels		29.8					24.8					5.0
Oil & gas equipment		14.5					32.9					(18.4	)
Cryogenics		10.3					6.6					3.7

Total Pressure Cylinders	$	205.2				$	224.4				$	(19.2	)


Units shipped by principal class of products:
Consumer products		12,088,912					11,977,945					110,967
Industrial products		6,561,139					7,147,952					(586,813	)
Alternative fuels		136,062					91,956					44,106
Oil & gas equipment		756					1,320					(564	)
Cryogenics		4,854					237					4,617

Total Pressure Cylinders		18,791,723					19,219,410					(427,687	)

Net sales and operating highlights were as follows:

Net sales decreased ~~$47.4~~$19.2 million from the comparable period in the prior year. The decrease was driven almost exclusively by lower overall volume due primarily to declines in the oil & gas equipment and industrial products businesses.

Operating income decreased $2.7 million from the comparable period in the prior year ~~on lower volume, particularly~~primarily due to declines in the ~~Oil~~oil & ~~Gas Equipment~~gas equipment business, ~~where volumes decreased 75%. Volumes~~as improvements in the ~~current quarter were also negatively impacted by the May 2015 disposition of our high-pressure cylinders~~consumer products business ~~in Mississippi, which generated sales of $8.5 million~~offset smaller declines in the ~~comparable period in the prior year.~~

Operating income decreased $9.6 million from the comparable period in the prior year. Continued weakness in the Oil & Gas Equipment business combined with $3.9 million of expense related to indemnification, purchase accountingindustrial products and transition services fees for recent acquisitions in the Cryogenics and Alternative Fuels businesses led to an overall decrease in gross margin. Lower commodity costs and improved profitability in Industrial Products business helped mitigate the overall decrease in operating income. Restructuring and other income in the current quarter consisted of a $1.9 million gain related to the sale of the Worthington Nitin Cylinders joint venture in India, partially offset by $796,000 of employee severance related to workforce reduction in Oil & Gas Equipment.cryogenics businesses.

Engineered Cabs

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


	Three Months Ended															Three Months Ended August 31,
(In millions)	Feb 29, 2016			% of Net sales			Feb 28, 2015			% of Net sales			Increase/ (Decrease)			2016			% of Net sales			2015			% of Net sales			Increase/ (Decrease)
Net sales	$	25.6			100.0	%	$	45.4			100.0	%	$	(19.8	)	$	25.6			100.0	%	$	38.6			100.0	%	$	(13.0	)
Cost of goods sold		25.2			98.4	%		43.6			96.0	%		(18.4	)		23.3			91.0	%		37.6			97.4	%		(14.3	)

Gross margin		0.4			1.6	%		1.8			4.0	%		(1.4	)		2.3			9.0	%		1.0			2.6	%		1.3
Selling, general and administrative expense		4.1			16.0	%		6.3			13.9	%		(2.2	)		3.9			15.2	%		5.4			14.0	%		(1.5	)
Impairment of goodwill and long-lived assets		-			0.0	%		81.6			179.7	%		(81.6	)
Restructuring and other (income) expense		0.4			1.6	%		(0.3	)		-0.7	%		0.7
Impairment of long-lived assets																	-			0.0	%		3.0			7.8	%		(3.0	)
Restructuring and other expense																	0.2			0.8	%		1.9			4.9	%		(1.7	)

Operating loss	$	(4.1	)		-16.0	%	$	(85.8	)		-189.0	%	$	81.7		$	(1.8	)		-7.0	%	$	(9.3	)		-24.1	%	$	7.5


Material cost	$	12.3					$	20.8					$	(8.5	)	$	11.2					$	18.0					$	(6.8	)

Net sales and operating highlights were as follows:

Net sales decreased ~~$19.8~~$13.0 million from the comparable period in the prior year due to declines in market ~~demand and the September 2015 closure of the Florence, South Carolina facility.~~demand.

Operating loss improved ~~$81.7~~$7.5 million to ~~$4.1~~$1.8 million, primarily due to lower impairment and restructuring ~~charges. Excluding the impact of impairment~~charges, improved gross margin and ~~restructuring charges, the operating loss improved $0.8 million as a result of~~ lower SG&A ~~expense, partially offset by a decrease in gross margin.~~expense.

Other

The Other category includes the ~~Construction Services and~~ WEI operating ~~segments,~~segment, which dodoes 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, including costs associated with our captive insurance company. The following table presents a summary of operating results for the Other category for the periods indicated:


	Three Months Ended															Three Months Ended August 31,
(In millions)	Feb 29, 2016			% of Net sales			Feb 28, 2015			% of Net sales			Increase/ (Decrease)			2016			% of Net sales			2015			% of Net sales			Increase/ (Decrease)
Net sales	$	1.7			100.0	%	$	10.6			100.0	%	$	(8.9	)	$	1.1			100.0	%	$	4.3			100.0	%	$	(3.2	)
Cost of goods sold		1.9			111.8	%		11.9			112.3	%		(10.0	)		-			0.0	%		3.7			86.0	%		(3.7	)

Gross margin		(0.2	)		-11.8	%		(1.3	)		-12.3	%		1.1			1.1			100.0	%		0.6			14.0	%		0.5
Selling, general and administrative expense		0.7			41.2	%		-			0.0	%		0.7			3.2			290.9	%		0.8			18.6	%		2.4
Restructuring and other expense		0.2			11.8	%		-			0.0	%		0.2

Operating loss	$	(1.1	)		-64.7	%	$	(1.3	)		-12.3	%	$	0.2		$	(2.1	)		-190.9	%	$	(0.2	)		-4.7	%	$	(1.9	)

Net sales and operating highlights were as follows:

Net sales decreased ~~$8.9 million from the comparable period in the prior year on lower volume in Construction Services, which the Company is exiting.~~

~~Operating loss of $1.1 million in the current period was driven primarily by losses within Construction Services.~~

~~Nine Months Year-to-Date - Fiscal 2016 Compared to Fiscal 2015~~

~~Consolidated Operations~~

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

   Nine Months Ended
(Dollars in millions)    Feb 29,
2016    % of
Net sales Feb 28,
2015    % of
Net sales Increase/
(Decrease)
Net sales
   $ 2,105.0       100.0 % $ 2,538.2       100.0 % $ (433.2 )
Cost of goods sold
   1,786.9       84.9 % 2,185.0       86.1 % (398.1 )






Gross margin
   318.1       15.1 % 353.2       13.9 % (35.1 )
Selling, general and administrative expense
   218.8       10.4 % 219.3       8.6 % (0.5 )
Impairment of goodwill and long-lived assets
   26.0       1.2 % 97.8       3.9 % (71.8 )
Restructuring and other expense
   5.3       0.3 % 2.8       0.1 % 2.5






Operating income
   68.0       3.2 % 33.3       1.3 % 34.7
Miscellaneous income, net
   3.7       0.2 % 1.8       0.1 % 1.9
Interest expense
   (23.5 )    -1.1 % (27.6 )    -1.1 % (4.1 )
Equity in net income of unconsolidated affiliates (1)
   80.8       3.8 % 69.0       2.7 % 11.8
Income tax expense
   (35.1 )    -1.7 % (19.5 )    -0.8 % 15.6






Net earnings
   93.9       4.5 % 57.0       2.2 % 36.9
Net earnings attributable to noncontrolling interests
   9.7       0.5 % 9.1       0.4 % 0.6






Net earnings attributable to controlling interest
   $ 84.2       4.0 % $ 47.9       1.9 % $ 36.3






(1)    Equity income by unconsolidated affiliate

WAVE
   $ 59.8       $ 54.3       $ 5.5
ClarkDietrich
   10.3       2.4       7.9
Serviacero
   2.9       3.3       (0.4 )
ArtiFlex
   7.2       6.0       1.2
WSP
   1.7       2.5       (0.8 )
Other
   (1.1 )    0.5       (1.6 )






Total
   $ 80.8       $ 69.0       $ 11.8

Net earnings attributable to controlling interest for the nine months ended February 29, 2016 increased $36.3 million from the comparable period in the prior year. Net sales and operating highlights were as follows:

Net sales decreased $433.2 million from the comparable period in the prior year. The decrease was driven by lower average selling prices in Steel Processing due to a decline in the market price of steel combined with lower volume in all business segments and an unfavorable change in product mix in Engineered Cabs.

~~Gross margin decreased $35.1 million from the comparable period in the prior year on lower volume and higher inventory holding losses in Steel Processing.~~

~~SG&A expense decreased $0.5 million from the comparable period in the prior year on lower profit sharing and bonus expense, which partially offset the impact of acquisitions.~~

Impairment charges in the current year period of $26.0 million consisted of $23.0 million related to the 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. Impairment charges in the prior year period related primarily to the impairment of goodwill and other long-lived assets in Engineered Cabs. For additional information, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE C – Impairment of Goodwill and Long-Lived Assets” of this Quarterly Report on Form 10-Q.

Restructuring and other expense of $5.3 million in the current period consisted of $6.2 million in net restructuring charges related to the ongoing closure of PSM, $1.5 million of employee severance related to workforce reduction in Oil & Gas Equipment and $3.1 million of facility exit costs related to the closure of the Florence, South Carolina facility in Engineered Cabs. A net gain of $6.1 million on asset disposals partially offset the impact of these items. The net gain was related primarily to the disposal of the remaining fixed assets of our legacy Baltimore steel processing facility ($3.0 million), the sale of the

Worthington Nitin Cylinders joint venture in India ($1.9 million), and the sale of real estate in our legacy metal framing business ($1.5 million). For additional financial information regarding the Company’s restructuring activities, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE D – Restructuring and Other Expense” of this Quarterly Report on Form 10-Q.

Interest expense of $23.5 million was $4.1 million lower than the comparable period in the prior year. The decrease was driven by lower average debt levels as a result of a decrease in working capital requirements due to the lower market price of steel.

Equity income increased $11.8 million over the prior year period to $80.8 million on net sales of $1.2 billion. The equity portion of income from WAVE, ClarkDietrich and ArtiFlex exceeded the prior year period by $5.5 million, $7.9 million and $1.2 million, respectively. These increases were partially offset by $1.7 million of product development expenses related to the Alternative Fuels business. For additional financial information regarding our unconsolidated affiliates, refer to “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE B – Investments in Unconsolidated Affiliates” of this Quarterly Report on Form 10-Q.

Income tax expense increased $15.6 million from the comparable period in the prior year due to higher earnings resulting primarily from the impact of prior year impairment charges recorded in Engineered Cabs. The increase in tax expense was partially offset by the impact of impairment charges recorded in the current year. Tax expense of $35.1 million for the nine months was calculated using an estimated annual effective rate of 30.1% versus 30.9% in the prior year comparable period. See “Item 1. – Financial Statements – Notes to Consolidated Financial Statements – NOTE K – Income Taxes” of this Quarterly Report on Form 10-Q for more information on our tax rates.

~~Segment Operations~~

~~Steel Processing~~

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

   Nine Months Ended
(Dollars in millions)    Feb 29,
2016    % of
Net sales Feb 28,
2015    % of
Net sales Increase/
(Decrease)
Net sales
   $ 1,377.6       100.0 % $ 1,605.8       100.0 % $ (228.2 )
Cost of goods sold
   1,206.4       87.6 % 1,427.2       88.9 % (220.8 )






Gross margin
   171.2       12.4 % 178.6       11.1 % (7.4 )
Selling, general and administrative expense
   95.8       7.0 % 89.5       5.6 % 6.3
Impairment of long-lived assets
   -       0.0 % 3.1       0.2 % (3.1 )
Restructuring and other (income) expense
   3.8       0.3 % (0.1 )    0.0 % 3.9






Operating income
   $ 71.6       5.2 % $ 86.1       5.4 % $ (14.5 )






Material cost
   $ 955.2       $ 1,171.2       $ (216.0 )
Tons shipped (in thousands)
   2,495       2,635       (140 )

~~Net sales and operating highlights were as follows:~~

~~Net sales decreased $228.2~~$3.2 million from the comparable period in the prior year as ~~declining steel prices led to lower average selling prices, which reduced net sales by $200.0 million. Volume also declined in~~ the current period reducing net sales by an additional $28.2 million as lower tolling volume more than offset contributions from the recent acquisition of the net assets of Rome Strip Steel. The mix of direct versus toll tons processed was 61% to 39% compared to 58% to 42% in the comparable period of fiscal 2015.

Operating income decreased $14.5 million from the comparable period in the prior year due primarily to the combined impact of lower volume and the unfavorable impact of higher inventory holding losses, partially offset by an improved pricing spread as a result of improved inventory management and some mark-to-market gains on several non-designated steel hedges compared to losses in the prior year. Higher SG&A expense, driven by the impact of acquisitions and higher profit sharing and bonus expense, combined with current period restructuring activities partially offset the overall increase in operating income. Restructuring and other

expense in the current period consisted primarily of costs related to the ongoing closure of PSM ($6.2 million), which were partially offset by a net gain related to the disposal of the remaining fixed assets of our legacy Baltimore steel processing facility ($3.0 million). The $3.1 million impairment charge in the prior year period related to the ongoing closure of the PSM facility.

~~Pressure Cylinders~~

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

Nine Months Ended
(Dollars in millions) Feb 29,
2016 % of
Net sales Feb 28,
2015 % of
Net sales Increase/
(Decrease)
Net sales
$ 626.3    100.0 % $ 749.8    100.0 % $ (123.5 )
Cost of goods sold
482.0    77.0 % 585.4    78.1 % (103.4 )

Gross margin
144.3    23.0 % 164.4    21.9 % (20.1 )
Selling, general and administrative expense
106.1    16.9 % 104.1    13.9 % 2.0
Impairment of long-lived assets
23.0    3.7 % 9.6    1.3 % 13.4
Restructuring and other expense (income)
(0.3 ) 0.0 % 2.9    0.4 % (3.2 )

Operating income
$ 15.5    2.5 % $ 47.8    6.4 % $ (32.3 )

Material cost
$ 269.4    $ 351.5    $ (82.1 )
Net sales by principal class of products:

Consumer Products
$ 155.5    $ 160.8    $ (5.3 )
Industrial Products*
303.2    299.7    3.5
Mississippi*
-    21.7    (21.7 )
Alternative Fuels
71.1    68.3    2.8
Oil & Gas Equipment
75.1    184.5    (109.4 )
Cryogenics
21.4    14.8    6.6

Total Pressure Cylinders
$ 626.3    $ 749.8    $ (123.5 )

Units shipped by principal class of products:

Consumer Products
32,979,643    35,413,635    (2,433,992 )
Industrial Products*
19,489,175    18,905,475    583,700
Mississippi*
-    4,385,065    (4,385,065 )
Alternative Fuels
295,200    316,849    (21,649 )
Oil & Gas Equipment
3,004    8,529    (5,525 )
Cryogenics
4,234    443    3,791

Total Pressure Cylinders
52,771,256    59,029,996    (6,258,740 )

*	Mississippi, an industrial gas facility, was sold in May 2015. It has been broken out 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 $123.5 million from the comparable period in the prior year on lower volume, particularly in the Oil & Gas Equipment business where volumes decreased 65%. Volumes in the current period were also negatively impacted by the May 2015 disposition of our high-pressure cylinders business in Mississippi, which generated sales of $21.7 million in the comparable period in the prior year.

Operating income decreased $32.3 million from the comparable period in the prior year as declines in Oil & Gas Equipment more than offset improvements in the Industrial Products and Consumer Products businesses resulting from lower manufacturing costs and an improved product mix. 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:~~

   Nine Months Ended
(In millions)    Feb 29,
2016    % of
Net sales Feb 28,
2015    % of
Net sales Increase/
(Decrease)
Net sales
   $ 92.9       100.0 % $ 146.5       100.0 % $ (53.6 )
Cost of goods sold
   90.2       97.1 % 136.1       92.9 % (45.9 )






Gross margin
   2.7       2.9 % 10.4       7.1 % (7.7 )
Selling, general and administrative expense
   14.2       15.3 % 20.2       13.8 % (6.0 )
Impairment of goodwill and long-lived assets
   3.0       3.2 % 84.0       57.3 % (81.0 )
Restructuring and other (income) expense
   3.1       3.3 % (0.3 )    -0.2 % 3.4






Operating loss
   $ (17.6 )    -18.9 % $ (93.5 )    -63.8 % $ 75.9






Material cost
   $ 43.7       $ 66.5       $ (22.8 )

~~Net sales and operating highlights were as follows:~~

Net sales decreased $53.6 million over the comparable period in the prior year 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.has ceased operations.

Operating loss ~~improved $75.9 million to $17.6 million due to the combined impact~~ of lower impairment and restructuring charges. Impairment and restructuring charges totaled $6.1 million in the current period and related to the closure of the Florence, South Carolina facility. Excluding the impact of impairment and restructuring charges, the operating loss increased $1.7 million as a result of an unfavorable change in product mix.

~~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, including costs associated with our captive insurance company. The following table presents a summary of operating results for the Other category for the periods indicated:

   Nine Months Ended
(In millions)    Feb 29,
2016    % of
Net sales Feb 28,
2015    % of
Net sales Increase/
(Decrease)
Net sales
   $ 8.2       100.0 % $ 36.1       100.0 % $ (27.9 )
Cost of goods sold
   8.3       101.2 % 36.2       100.3 % (27.9 )






Gross margin
   (0.1 )    -1.2 % (0.1 )    -0.3 % -
Selling, general and administrative expense
   2.5       30.5 % 5.6       15.5 % (3.1 )
Impairment of long-lived assets
   -       0.0 % 1.2       3.3 % (1.2 )
Restructuring and other expense (income)
   (1.2 )    -14.6 % 0.2       0.6 % (1.4 )






Operating loss
   $ (1.4 )    -17.1 % $ (7.1 )    -19.7 % $ 5.7

~~Net sales and operating highlights were as follows:~~

~~Net sales decreased $27.9 million from the comparable period in the prior year on lower volume in Construction Services, which the Company is exiting.~~

~~Operating loss of $1.4~~$2.1 million in the current period was driven primarily by ~~losses within Construction Services.~~a $1.5 million increase in accrued legal expense.

Liquidity and Capital Resources

During the ~~nine~~three months ended ~~February 29,~~August 31, 2016, we generated ~~$294.2~~$120.9 million of cash from operating activities, invested ~~$75.5~~$16.3 million in property, plant and equipment, ~~spent $34.2 million on acquisitions~~ and paid dividends of ~~$35.5~~$11.9 million on ~~our common shares. Additionally, we paid $99.8 million to repurchase 3,500,000 of~~ our common shares. The following table summarizes our consolidated cash flows for the ~~nine~~three months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015:


							Three Months Ended
	Nine Months Ended						August 31,
(in millions)	February 29, 2016			February 28, 2015			2016			2015
Net cash provided by operating activities	$	294.2		$	139.7		$	120.9		$	138.6
Net cash used by investing activities		(105.4	)		(190.5	)		(16.2	)		(40.1	)
Net cash used by financing activities		(194.5	)		(96.8	)		(7.4	)		(110.8	)

Decrease in cash and cash equivalents		(5.7	)		(147.6	)
Increase (decrease) in cash and cash equivalents								97.3			(12.3	)
Cash and cash equivalents at beginning of period		31.1			190.1			84.2			31.1

Cash and cash equivalents at end of period	$	25.4		$	42.5		$	181.5		$	18.8

We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital. These resources include cash and cash equivalents, cash provided by operating activities and unused lines of credit. We also believe that we have adequate access to the financial markets to allow us to be in a position to sell long-term debt or equity securities. However, uncertainty and volatility in the financial markets may impact our ability to access capital and the terms under which we can do so.

Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic 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 to 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 ~~$294.2~~$120.9 million during the ~~nine~~three months ended ~~February 29,~~August 31, 2016 compared to ~~$139.7~~$138.6 million in the comparable period of fiscal ~~2015.~~2016. The ~~increase~~decrease was driven primarily by ~~declining~~an increase in working capital levels as a result of ~~lower~~higher average steel ~~prices.~~prices partially offset by higher net earnings.

Investing Activities

Net cash used by investing activities was ~~$105.4~~$16.2 million during the ~~nine~~three months ended ~~February 29,~~August 31, 2016 compared to ~~$190.5~~$40.1 million in the prior year period. The decrease from the prior year period was driven primarily by lower acquisition activity in the current year. During the nine months ended February 29, 2016, we spent a combined $34.2 million, net of cash acquired, for the net assets of the CryoScience business of Taylor Wharton and the net assets of NetBraze, LLC. Comparatively, during the nine months ended February 28, 2015, we spent a combined $105.5 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 made capital ~~expenditures of $75.5 million and received $9.9 million in proceeds from asset sales during the first nine months of fiscal 2016.~~expenditures.

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 such opportunities may require additional financing. There can be no assurance, however, that any such opportunities will arise, that any such acquisitions will be consummated, or that any needed additional financing will be available on satisfactory terms when required.

Financing Activities

Net cash used by financing activities was ~~$194.5~~$7.4 million during the ~~nine~~three months ended ~~February 29,~~August 31, 2016 compared to ~~$96.8~~$110.8 million in the comparable prior year period. During the first ~~nine~~three months of fiscal ~~2016,~~2017, we ~~paid $99.8 million to repurchase 3,500,000 of our common shares, reduced short-term borrowings by $57.7 million, and~~ paid dividends of ~~$35.5~~$11.9 million on our common shares and received $5.8 million of proceeds from the issuance of common shares.

As of ~~February 29,~~August 31, 2016, we were in compliance with our short-term and long-term financial debt covenants. These debt agreements do not include credit rating triggers or material adverse change provisions. Our credit ratings at ~~February 29,~~August 31, 2016 were unchanged from those reported as of May 31, ~~2015.~~2016.

Common shares - The Board declared a quarterly dividend of $0.20 per common share for the first quarter of fiscal 2017 compared to $0.19 per common share ~~during~~for the first ~~second and third quarters~~quarter of fiscal ~~2016 compared to $0.18 per common share during the comparable periods of fiscal 2015.~~2016. Dividends paid on our common shares totaled ~~$35.5~~$11.9 million and ~~$34.8~~$11.6 million during the ~~nine~~three months ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015, respectively. On ~~March 22,~~September 28, 2016, the Board declared a quarterly dividend of ~~$0.19~~$0.20 per common share payable on ~~June~~December 29, 2016 to shareholders of record on ~~June~~December 15, 2016.

On June 25, 2014, the Board authorized the repurchase of up to 10,000,000 of our outstanding common shares. A total of 5,953,855 common shares have been repurchased under this authorization, ~~including 3,500,000 during the first nine months of fiscal 2016,~~ leaving 4,046,145 common shares available for repurchase. No common shares were repurchased under this authorization during the first quarter of fiscal 2017.

The common shares available for repurchase under this authorization 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.

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 consolidated 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 will continue in the future. We currently have no material contractual or regulatory restrictions on the payment of dividends.

Contractual Cash Obligations and Other Commercial Commitments

Our contractual cash obligations and other commercial commitments have not changed significantly from those disclosed in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Cash Obligations and Other Commercial Commitments” of our ~~2015~~2016 Form 10-K, other than the changes in borrowings, as described in “Part I – Item 1. – Financial Statements -– NOTE G – Debt and Receivables Securitization” of this Quarterly Report on Form 10-Q.

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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. However, as of ~~February 29,~~August 31, 2016, 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 ~~$10.8~~$10.2 million at ~~February 29,~~August 31, 2016. ~~We have also guaranteed the repayment of a $0.4 million term loan held by ArtiFlex, an unconsolidated joint venture.~~ Based on current facts and circumstances, we have estimated the likelihood of payment pursuant to ~~these guarantees and determined that the fair value of our obligation under each~~this guarantee ~~based on those likely outcomes~~ is not ~~material.~~probable and, therefore, no amounts have been recognized in our consolidated financial statements.

Recently Adopted Accounting Standards

corresponding debt liability itself. The amended guidance does not apply to line-of-credit arrangements. Accordingly, issuance costs related to line-of-credit arrangements will continue to be presented as an asset and amortized ratably over the term of the arrangement. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this guidance on a retrospective basis effective June 1, 2016. As a result, debt issuance costs totaling $2.4 million and $2.5 million as of August 31, 2016 and May 31, 2016, respectively, have been presented as a component of the carrying amount of long-term debt reported in our consolidated balance sheets. These amounts were previously capitalized and reported within other assets.

In September 2015, amended accounting guidance was issued regarding adjustments to provisional amounts recorded in conjunction with a business combination. The amended guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which such adjustments are identified, rather than retrospectively adjusting previously reported amounts. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this amended guidance on a prospective basis effective June 1, 2016. The adoption of this guidance did not impact our financial position or results of operations.

Recently Issued Accounting 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. ~~For public business entities, the~~The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early ~~application~~adoption is permitted as of the beginning of an interim or annual reporting period. We ~~are in~~do not expect the ~~process~~adoption 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.~~

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 we have not determined the effect of the amended guidance on our ongoing financial reporting.

In March 2016, amended accounting guidance was issued regarding derivative instruments designated as

hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and of itself, require dedesignation 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.

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, and we have not determined the effect of the amended guidance on our ongoing financial reporting.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is 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, 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 obtained from other sources. Critical accounting policies are defined as those that require our significant judgments and involve 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, our 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. Our critical accounting policies have not significantly changed from those discussed in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” of our ~~2015~~2016 Form 10-K.

We review our receivables on an ongoing basis to ensure they are properly valued. Based on this review, we believe our reserve for doubtful accounts is adequate. However, if the economic environment and market conditions deteriorate, particularly in the automotive and construction markets where our exposure is greatest, additional reserves may be required. We recognize revenue upon transfer of title and risk of loss 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.

During the second quarter of fiscal 2016, the continued decline of oil prices further reduced the demand for Oil & Gas 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 $22.7 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 reasonably possible that our estimate of discounted cash flows may change resulting in the need to adjust our determination of fair value.2017.

As a result of the impairment of the Oil & Gas 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 Oil & Gas Equipment component with the rest of the Pressure Cylinders for purposes of goodwill impairment testing. This determination was driven by changes in the economic characteristics of the Oil & Gas Equipment business as a result of sustained low oil prices, which now indicate that the risk profile and prospects for growth and profitability of the Oil & Gas Equipment component are no longer similar to the other components of our Pressure Cylinders businesses. In accordance with the applicable accounting guidance, the Company allocated a portion of Pressure Cylinders goodwill totaling $26.0 million 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 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 $4.1 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.

~~Fiscal 2015:~~ ~~During~~Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the ~~third~~fourth quarter, ~~of fiscal 2015, the Company concluded~~or more frequently if events or changes in circumstances indicate that ~~an interim~~ impairment ~~test~~may be present. Application 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 $22.4 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 relatedtesting involves judgment, including but not limited to, the ~~Florence asset group was later recognized during the nine months ended February 29, 2016.~~

~~As noted above, the Company determined that indicators~~identification of ~~potential impairment existed to require an interim goodwill analysis of the Engineered Cabs~~ reporting ~~unit. A comparison~~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 ~~Engineered Cabs~~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 oil & gas equipment business has been treated as a separate reporting unit since the second quarter of fiscal 2016.

The goodwill impairment test consists of comparing the fair value of each reporting unit, determined using discounted cash flows, to each reporting unit’s respective carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, ~~indicated that a step 2 calculation to quantify~~there is no impairment. If the ~~potential~~carrying amount of the reporting unit exceeds its estimated fair value, goodwill impairment ~~was required. After a subsequent review~~is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of ~~Engineered Cabs, it was determined that~~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 ~~was $0 and, accordingly,~~is lower than its carrying value, the ~~entire $44.9 million goodwill balance was written-off during the third quarter~~difference is recorded as an impairment charge in our consolidated statements of ~~fiscal 2015.~~earnings. The ~~key assumptions used in~~impairment test for indefinite-lived intangible assets consists of a comparison of 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. business within Engineered Cabs. In accordance with~~intangible asset to its carrying value. If the ~~applicable accounting guidance,~~carrying value of the ~~net assets were recorded at the lower of net book value or~~intangible asset exceeds its fair value, ~~less costs to sell, resulting in~~the difference is recorded as an impairment charge in our consolidated statements of ~~$2.4 million. During the third quarter~~earnings. We performed our annual impairment evaluation of ~~fiscal 2015, the Company completed the sale of these~~goodwill and other indefinite-lived intangible assets ~~and recognized a gain of $0.3 million.~~

~~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,~~2016 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 indicatedconcluded that ~~the Company needed to reassess~~ the fair value of ~~these assets. As a result, additional~~each reporting unit exceeded its carrying value; therefore, no impairment charges ~~of $6.3 million and $3.1 million, respectively,~~ were ~~recorded.~~recognized. Additionally, no impairment indicators were present with regard to our goodwill or intangible assets with indefinite useful lives during the three months ended August 31, 2016.

Item 3. - Quantitative and Qualitative Disclosures About Market Risk

Market risks have not changed significantly from those disclosed in “Part II - Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of our ~~2015~~2016 Form 10-K.

Item 4. - 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 period covered by this Quarterly Report on Form 10-Q (the fiscal quarter ended ~~February 29,~~August 31, 2016). 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 period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended August 31, 2015, the Company implemented a new enterprise performance management system. This system was implemented to increase the overall efficiency of the consolidation and financial reporting processes and not in response to any deficiency or material weakness in internal control over financial reporting. While the Company has not completed the testing of the operating effectiveness of all key controls in the new system, we believe that effective internal control over financial reporting was maintained during and after the conversion. There were no ~~other~~ changes that occurred during the ~~periods~~period covered by this Quarterly Report on Form 10-Q (the ~~three-month and nine-month periods~~fiscal quarter ended ~~February 29,~~August 31, 2016) in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.- – Legal Proceedings

Various legal actions, which generally have arisen in the ordinary course of business, are pending against the Company. None of this pending litigation, individually or collectively, is expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 1A. – Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “PART I – Item 1A. —– Risk Factors” of the Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, ~~2015~~2016 (the ~~“2015~~“2016 Form 10-K”), as filed with the Securities and Exchange Commission on ~~July 30, 2015,~~August 1, 2016, and available at www.sec.gov or at www.worthingtonindustries.com, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those

disclosed in our ~~2015~~2016 Form 10-K. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report on Form 10-Q. Any of the risks described in our ~~2015~~2016 Form 10-K could materially affect our business, consolidated financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in our ~~2015~~2016 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or future results.

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds

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 Securities Exchange Act of 1934, as amended) of common shares of Worthington Industries, Inc. during each month of the fiscal quarter ended ~~February 29,~~August 31, 2016:

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)
December 1-31, 2015 (2)
   4,471       $ 29.44       -       5,046,145
January 1-31, 2016 (2)
   761,140       $ 28.00       750,000       4,296,145
February 1-29, 2016
   250,000       $ 29.51       250,000       4,046,145







Total
   1,015,611       $ 28.38       1,000,000


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)
June 1-30, 2016 (2)		86,060	$	39.87		-		4,046,145
July 1-31, 2016		-	$	-		-		4,046,145
August 1-31, 2016		-	$	-		-		4,046,145

Total		86,060	$	39.87		-

(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 of Directors had authorized the repurchase of up to 10,000,000 of Worthington Industries’ outstanding common shares. A total of 4,046,145 common shares were available under this repurchase authorization at ~~February 29,~~August 31, 2016.

The common shares available for repurchase under this authorization 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 ~~15,611~~86,060 common shares surrendered by employees in ~~December 2015 and January~~June 2016 to satisfy tax withholding obligations upon the exercise of stock ~~options.~~options and vesting of restricted common shares. These common shares were not counted against the share repurchase authorization in effect throughout the ~~third~~first quarter of fiscal ~~2016~~2017 and discussed in footnote (1) above.

Item 3. – Defaults Upon Senior Securities

Not applicable

Item 4. – Mine Safety Disclosures

Not applicable

Item 5. – Other Information

Not applicable

Item 6.– Exhibits



		10.1		Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc. (Incorporated herein by reference to Exhibit 10.65 to the Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, 2016 (SEC File No. 1-8399))

		10.2		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 Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, 2016 (SEC File No. 1-8399))

		10.3		Second Amendment to the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Worthington Industries, Inc. dated October 3, 2016 and filed with the SEC on the same day (SEC FileNo. 1-8399))

		31.1		Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) *

		31.2		Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) *

		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**

		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**

		101.INS		XBRL Instance Document #

		101.SCH		XBRL Taxonomy Extension Schema Document #

		101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document #

		101.LAB		XBRL Taxonomy Extension Label Linkbase Document #

		101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document #

		101.DEF		XBRL Taxonomy Extension Definition Linkbase Document #

*	Filed herewith.

**	Furnished herewith.

#	Attached as Exhibit 101 to this Quarterly Report on Form 10-Q of Worthington Industries, Inc. are the following documents formatted in XBRL (Extensible Business Reporting Language):

(i)

Consolidated Balance Sheets at ~~February 29,~~August 31, 2016 and May 31, ~~2015;~~2016;

(ii)

Consolidated Statements of Earnings for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015;

(iii)

Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015;

(iv)

Consolidated Statements of Cash Flows for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015; and

(v)

Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements 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: ~~April~~October 11, 2016	By:	/s/ B. Andrew Rose
		B. Andrew Rose,
		Executive Vice President and Chief Financial Officer
		(On behalf of the Registrant and as Principal
		Financial Officer)

INDEX TO EXHIBITS


Exhibit No.	Description	Location

10.1	Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc.	Incorporated herein by reference to Exhibit 10.65 to the Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, 2016 (SEC File No. 1-8399)

10.2	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 Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, 2016 (SEC File No. 1-8399)

10.3	Second Amendment to the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors	Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Worthington Industries, Inc. dated October 3, 2016 and filed with the SEC on the same day (SEC File No. 1-8399)

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

101.INS	XBRL Instance Document	Submitted electronically herewith #

101.SCH	XBRL Taxonomy Extension Schema Document	Submitted electronically herewith #

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Submitted electronically herewith #

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Submitted electronically herewith #

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically herewith #

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically herewith #

#
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q of Worthington Industries, Inc. are the following documents formatted in XBRL (Extensible Business Reporting Language):

(i)

Consolidated Balance Sheets at ~~February 29,~~August 31, 2016 and May 31, ~~2015;~~2016;

(ii)

Consolidated Statements of Earnings for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015;

(iii)

Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015;

(iv)

Consolidated Statements of Cash Flows for the three months ~~and nine months~~ ended ~~February 29,~~August 31, 2016 and ~~February 28,~~ 2015; and

(v)

Notes to Consolidated Financial Statements.

4537


	Three Months Ended						Nine Months Ended
	February 29, February 28,						February 29, February 28,
(in thousands)	2016			2015			2016		2015
Net sales	$	376,448		$	356,604		$	1,170,096	$	1,137,866
Gross margin		83,251			67,636			257,036		232,580
Operating income		54,801			41,335			171,857		154,678
Depreciation and amortization		7,905			8,827			24,070		26,932
Interest expense		2,038			2,157			6,333		6,492
Other income (expense) (2)		(59	)		(79	)		23,505		(208	)
Income tax expense		2,625			2,555			7,348		8,107
Net earnings		51,994			37,859			186,063		141,789


	February 29, 2016									February 28, 2015
	Before-Tax			Tax			Net-of-Tax			Before-Tax			Tax		Net-of-Tax
(in thousands)
Foreign currency translation	$	8,646		$	-		$	8,646		$	(14,873	)	$	-	$	(14,873	)
Pension liability adjustment		(90	)		-			(90	)		(1,072	)		371		(701	)
Cash flow hedges		8,505			(3,075	)		5,430			(15,253	)		5,715		(9,538	)

Other comprehensive income (loss)	$	17,061		$	(3,075	)	$	13,986		$	(31,198	)	$	6,086	$	(25,112	)


(in thousands)			Useful Life
Category	Amount		(Years)
Technology	$	2,800		20
Customer relationships		2,200		15
Other		260		1

Total acquired identifiable intangible assets	$	5,260


(in thousands)
Accounts receivable	$	2,271
Inventories		5,686
Prepaid expenses		211
Intangible assets		5,260
Property, plant and equipment		13,400

Total identifiable assets		26,828
Accounts payable		(2,801	)
Other accrued items		(310	)

Net assets		23,717
Goodwill		6,570

Purchase price	$	30,287
Plus: estimated working capital deficit		1,069

Cash paid at closing	$	31,356


	Asset Derivatives			Liability Derivatives
	Balance			Balance
	Sheet	Fair		Sheet	Fair
(in thousands)	Location	Value		Location	Value
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	-	Accounts payable	$	17,241
	Other assets		-	Other liabilities		592

			-			17,833
Interest rate contracts	Receivables		-	Accounts payable		81
Other assets	Other assets		-	Other liabilities		113

			-			194

Foreign exchange contracts	Receivables		75	Accounts payable		-

Totals		$	75		$	18,027

Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	96	Accounts payable	$	4,104

Totals		$	96		$	4,104

Total Derivative Instruments		$	171		$	22,131