Annual Report for Fiscal Year Ending May 31, 2026 (Form 10-K)

- Management's Discussion and Analysis of Financial Condition and Results of Operations

This MD&A contains forward-looking statements within the meaning of the PSLRA. 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 "Cautionary Note Regarding Forward-Looking Statements" at the beginning of this Form 10-K and "Part I - Item 1A. - Risk Factors" of this Form 10-K.

This MD&A should be read in conjunction with our consolidated financial statements and the related Notes in this Form 10-K. It is intended to provide insight into the financial condition and results of operations to allow investors to view our business from the perspective of management.

Business Overview

We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct operating segments: Building Products and Consumer Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing innovative products and applications, and pursuing strategic investments and acquisitions.

Our Building Products business is a market-leading provider of critical components in essential categories, including: (i) pressurized containment solutions for heating, cooking, cooling and water applications; (ii) HVAC systems; (iii) metal roofing clips; and (iv), through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors.

Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders, helium-filled balloon kits, and accessories and gas griddles and pizza ovens sold primarily to mass merchandisers, retailers and distributors.

Activity outside of our two reportable segments is presented within "Other" and "Unallocated Corporate" as described further below.

Other includes our share of the equity earnings of two of our unconsolidated joint ventures, SES and Workhorse, and the related investments in these businesses.

Unallocated Corporate includes certain assets and liabilities (e.g., cash and cash equivalents and public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level, including direct and incremental costs incurred in connection with the Separation but not attributed to discontinued operations in fiscal 2024.

Separation of the Steel Processing Business

On December 1, 2023, we completed the Separation of our former steel processing business into a separate public company in a transaction intended to qualify as tax free to our shareholders, which was accomplished via the Distribution. Worthington Steel is an independent public company trading on the NYSE under the symbol "WS". Following the Separation, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc. and its common shares continue trading on the NYSE under the ticker symbol "WOR." In connection with the Separation, we received a one-time cash dividend of $150.0 million from Worthington Steel, the proceeds of which were used to pay off in full the 2024 Notes. The dividend was funded by cash drawn on the Worthington Steel Credit Facility of $175.0 million immediately prior to the Distribution.

Acquisitions and Divestitures

Fiscal 2026

On January 16, 2026, we acquired LSI, one of the largest U.S. manufacturers of standing-seam metal roof clips and retrofit components in the commercial roof market. The purchase price was $206.6 million, net of cash acquired, including an estimated tax equalization payment of approximately $3.0 million, subject to customary post-closing adjustments. Refer to "Note P - Acquisitions" for additional information.

On December 3, 2025, we acquired Hydrostat's propane distribution and refurbishment assets. The purchase price was approximately $9.3 million, net of cash acquired, subject to customary post-closing adjustments. Refer to "Note P - Acquisitions" for additional information.

On October 16, 2025, we divested our 49% interest in the composite business of our SES joint venture. In exchange for our divested interest in the composite business, we received common shares of both Hexagon Composites and Hexagon Purus. The transaction aligns the core remaining capabilities of the SES joint venture - primarily Type 1 low-pressure, steel cylinder and storage infrastructure applications - with our long-term strategic priorities. Refer to "Note C - Investments in Unconsolidated Affiliates" and "Note R - Fair Value Measurements" for additional information.

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $90.7 million, net of cash acquired. Elgen began operating as part of Building Products in the first quarter of fiscal 2026. Refer to "Note P - Acquisitions" for additional information.

Fiscal 2025

On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including the acquisition date fair value of contingent consideration that was settled in March 2025 for approximately $11.5 million, resulting in incremental expense in restructuring and other expense, net in our consolidated statement of earnings of $4.5 million. See "Note P - Acquisitions" for additional information.

Factors Affecting Revenues

Demand Trends

General Economic Conditions

The U.S. macroeconomic environment during fiscal 2026 was characterized by uneven growth and a resurgence of inflationary pressure that complicated the Federal Reserve's policy path and dampened consumer and business sentiment. GDP expanded at an annualized rate of 1.6% in the first quarter of calendar 2026, meaningfully below the prior-year pace, as gains in government spending and business investment were partially offset by decelerating consumer spending. Inflation reaccelerated through the second half of fiscal 2026, with the CPI rising 4.2% year over year in May 2026, its highest level since April 2023, driven largely by an energy price surge tied to the outbreak of geopolitical conflict in the Middle East in late February 2026. The Federal Reserve, which had reduced the federal funds target range from 4.25% - 4.50% to 3.50% - 3.75% through a series of rate cuts in the second quarter of fiscal 2026, held rates unchanged through fiscal year end as policymakers weighed the resurgence of inflation against continued labor market stability.

We believe these dynamics, including persistent inflationary pressure, an extended pause in monetary easing, and elevated mortgage rates near 6.5%, continued to weigh on consumer and business sentiment throughout fiscal 2026 and may impact new activity across our key end markets entering fiscal 2027. In Building Products, elevated financing costs constrained new construction demand, while geopolitical uncertainty and energy price volatility introduced additional headwinds for contractor and distributor confidence. Within our Consumer Products segment, inflation-driven cost consciousness and elevated interest rates influenced discretionary purchases and contributed to cautious buying patterns. We expect demand within both operating segments to remain uneven in the near term.

Inventory Management

Demand for our products is influenced by the inventory management strategies of our retail and distribution partners. Periods of customer destocking, when our customers reduce their own inventories, can lead to lower order volumes, even when consumer sell-through remains steady. Conversely, customers' restocking can temporarily elevate shipments above underlying end-user demand. As a result, shifts in customers' inventory levels can meaningfully impact our reported revenue and margin performance, particularly in Consumer Products, where a large volume of products flow through big box retailers.

During fiscal 2026, inventory levels at most key retailer and distributor customers within Consumer Products remained aligned with end-consumer demand, and replenishment activity generally mirrored point-of-sale trends, with no material build-up in our distribution or retail channels. However, Building Products benefited from a load-in effect that began toward the end of fiscal 2025 and continued through the first nine months of fiscal 2026, driven by federal regulations requiring the use of A2L refrigerants in newly manufactured residential and commercial HVAC systems. As contractors, distributors, and dealers positioned inventory to adjust to the regulatory transition, order volumes were temporarily elevated above underlying demand. While this dynamic provided a near-term tailwind throughout most of fiscal 2026, it began to normalize in the fourth quarter, as channel inventories reached desired levels and the transition matured. As new and replacement HVAC systems utilizing A2L refrigerants continue to enter service, we expect the installed base to grow, supporting meaningful long-term opportunities for our business.

End Market Trends

We offer a wide range of products and services to a diverse, primarily domestic, customer base across several end markets, including U.S. residential and non-residential construction, repair/remodel, which collectively drive demand for the Building Products segment. These end markets also drive demand for many of our consumer products sold in the tools and outdoor living categories. Demand for our remaining consumer products, including helium-filled balloon kits sold into the celebrations category, is generally driven by the general health of the consumer, including the macroeconomic and geopolitical conditions discussed above.

We actively monitor publicly available economic data and leading indicators across our key end markets. The table and discussion that follow summarize select indicators that we monitor on a regular basis and that we believe are most relevant to our near-term outlook.

Conditions across our key end markets remained soft and uneven throughout fiscal 2026, with improvement in some forward-looking indicators offset by continuing weakness in current activity. In residential construction, U.S. private housing starts fell 8.7% year over year in May 2026, reaching an annualized rate of 1.2 million, the lowest monthly pace since May 2020. Authorized housing permits registered 886,000 units on a seasonally adjusted annualized basis in May 2026, below prior-year levels and consistent with the cautious builder posture reflected across the market. The HMI finished the fiscal year at 37 in May 2026, marking 25 consecutive months below the 50-point threshold that signals favorable conditions, as elevated mortgage rates near 6.5% and geopolitical uncertainty continued to suppress buyer demand. In non-residential construction, the ABI registered 44.5 in May 2026, remaining below the 50-point expansion threshold for the 41st consecutive month; billings have not crossed into growth territory since January 2023. The DMI rose 5.9% in May to 275.7, and stood 33.8% above the May 2025 level, driven primarily by data center and healthcare planning activity. While the DMI's sustained elevation signals stronger construction activity in future periods, the gap between planning momentum and current billings reflects a non-residential market still working through a prolonged contraction cycle. Within repair and remodel, the LIRA projected approximately 2.1% year-over-year growth through the first quarter of calendar 2026, decelerating to 1.6% by the fourth quarter and only 0.5% by the first quarter of calendar 2027, reflecting slowing remodeling permit activity and persistently weak housing turnover. We believe near-term demand across our construction-facing end markets will remain constrained by the elevated rate environment, while the strengthening non-residential planning pipeline and recurring purchase patterns are expected to provide support to overall volumes as we enter fiscal 2027.

Factors Affecting Operating Costs

Raw Materials

Our largest raw material expenditures include cold-rolled and hot-rolled steel, propane, propylene, and aluminum. Fluctuations in the prices of these inputs have a direct impact on our cost of goods sold and financial performance.

Steel: Steel is our most significant direct material cost across both Building Products and Consumer Products. During fiscal 2026, hot-rolled steel prices averaged $919 per ton for the fiscal year, compared to approximately $755 per ton in fiscal 2025. Prices entered fiscal 2026 in the mid-$800s per ton and softened through the first half, reaching a low of approximately $808 per ton in September 2025, as demand conditions were relatively subdued. The market shifted meaningfully in the second half of fiscal 2026. Beginning in December 2025, prices rose each successive month, closing May 2026 at approximately $1,081 per ton. Cold-rolled steel prices followed a similar pattern, averaging approximately $1,093 per ton in fiscal 2026, compared to approximately $999 per ton in fiscal 2025, declining through the first half before rising through the balance of the fiscal year consistent with the trend in hot-rolled steel. The expansion of Section 232 tariffs on imported steel from 25% to 50%, effective June 4, 2025, contributed to domestic price appreciation, particularly as the tariff impact worked through the supply chain during the second half of the fiscal year.

Aluminum: Aluminum prices increased substantially in fiscal 2026, reflecting a combination of tightening global supply conditions and the expansion of Section 232 tariffs on aluminum imports, which increased from 25% to 50% effective June 4, 2025. Prices were relatively stable through the first half of fiscal 2026 before accelerating sharply in the second half as the tariff impact worked through the supply chain and global supply constraints intensified. By the end of fiscal 2026, prices had reached levels meaningfully higher than where the year began. These increases affected input costs across aluminum-intensive components, including fuel cylinder valves and other assemblies. Where possible, we mitigated the impact of rising aluminum costs through forward purchasing arrangements and supplier negotiations, though the overall commodity environment remained a headwind throughout the year.

Propane, propylene, and other gases: Propane represented a meaningful offset to higher metal costs during fiscal 2026. Prices softened through most of the fiscal year, reflecting ample domestic supply conditions, before partially recovering in the fourth quarter. Despite the recovery, propane ended the year meaningfully below prior year levels, providing a favorable tailwind to input costs in both Building Products and Consumer Products. Propylene prices also declined during fiscal 2026, driven by abundant Gulf Coast supply and softer downstream demand conditions in North America. A portion of our propane and propylene requirements are secured under fixed-price supply agreements, which limited our exposure to spot price fluctuations during the year. Costs for certain other industrial gases were lower compared to the prior year, providing a margin benefit in select product lines within Consumer Products.

We continue to actively monitor commodity markets and maintain a diversified sourcing strategy to ensure continuity of supply and cost discipline. Our approach to material procurement supports margin stability and helps mitigate the impact of input price volatility on our results.

Seasonality

Historically, net sales in both Building Products and Consumer Products tend to be stronger in our fiscal third and fourth quarters. In Building Products, this seasonality is generally driven by weather conditions, customer business cycles, and the timing of renovation and new construction projects, while in Consumer Products, it is driven by our facilities performing at seasonal peaks, matching consumer demand.

Results of Operations

Fiscal 2026 Compared to Fiscal 2025

The tables throughout this section present, on a comparative basis, our consolidated results of operations for the periods presented. For a discussion of the non-GAAP financial measures presented in the following table, as well as a reconciliation of the differences between each non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP, refer to the "Use of Non-GAAP Financial Measures and Definitions" section preceding Part I, Item 1 of this Form 10-K.

Net Sales

The following table provides a breakdown of consolidated net sales by operating segment for the periods indicated:

Gross profit

Gross profit was $378.3 million in fiscal 2026, an increase of $59.3 million, or 18.6%, over the prior fiscal year, on higher overall volume, including contributions from our fiscal 2026 acquisitions, and higher average selling prices. While gross profit was up over the prior fiscal year, gross margin was relatively flat as the impact of higher overall volume and higher average selling prices was partially offset by higher amortization of the inventory step-up associated with the LSI and Elgen acquisitions.

SG&A

SG&A increased $26.6 million, or 9.9%, from fiscal 2025, primarily due to the addition of LSI and Elgen. As a percentage of net sales, SG&A was down from 23.3% to 21.4%.

Other Operating Items

Other Non-Operating Items

Equity Income

------------------

Equity income was down $10.2 million from fiscal 2025, driven by lower contributions from ClarkDietrich, which were down $18.9 million, as continued pricing pressure and an unfavorable shift in project mix led to lower gross profit, partially offset by higher contributions from WAVE, up $8.0 million.

Income Tax Expense

Income tax expense totaled $46.3 million in fiscal 2026, compared to $33.8 million in the prior fiscal year. The increase was primarily driven by higher pre-tax earnings. The effective tax rate for fiscal 2026 was 22.9%, compared to 26.1% in the prior fiscal year, which was impacted by certain discrete items. On an adjusted basis, the annual effective tax rate was 23.3% in fiscal 2026, compared to 23.0% in the prior fiscal year. Refer to the "Use of Non-GAAP Financial Measures and Definitions" section preceding Part I, Item 1 of this Form 10-K for additional information regarding our use of non-GAAP financial measures. Refer to "Note M - Income Taxes" for additional information.

Adjusted EBITDA

The following table provides a summary of adjusted EBITDA from continuing operations by reportable segment, a non-GAAP financial measure, along with the respective percentage of net sales for each reportable segment and on a consolidated basis. Refer to the "Use of Non-GAAP Financial Measures and Definitions" section preceding Part I, Item 1 of this Form 10-K for additional information regarding our use of non-GAAP financial measures. A reconciliation of earnings before income taxes from continuing operations to adjusted EBITDA from continuing operations is provided in "Note O - Segment Data."

Fiscal 2025 Compared to Fiscal 2024

For a comparison of our results of operations for fiscal 2025 and fiscal 2024, see "Part II - Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Fiscal 2025 Compared to Fiscal 2024" of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with the SEC on July 30, 2025.

Liquidity and Capital Resources

During fiscal 2026, we generated $226.1 million of cash from operating activities, invested $55.9 million in property, plant and equipment, and spent approximately $304.1 million to acquire 100% of the outstanding equity interests in Elgen and LSI, and the propane and distribution assets of Hydrostat. Additionally, we paid $43.7 million to repurchase 800,000 common shares and paid dividends of $36.9 million on the common shares during fiscal 2026.

We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, maintenance capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least the next 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility, which had a total of $500.0 million of borrowing capacity to be drawn as of May 31, 2026.

Although we do not currently anticipate a need, we believe that we could access the financial markets to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions and a high interest rate environment could create volatility in the financial markets, which may impact our ability to access capital and the terms under which we can do so.

We routinely monitor operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. Should we seek additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs. We may also from time to time seek to retire or repurchase our outstanding debt through cash purchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transaction may or may not be material.

Operating Activities

Certain of our diversified end markets are cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We use operating cash flow and, when appropriate, short-term borrowings to manage normal fluctuations in working capital needs. These needs generally arise during periods of increased economic activity or increasing raw material prices, requiring 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 $226.1 million during fiscal 2026, compared to $209.7 million during fiscal 2025, as higher net earnings and lower net working capital requirements (accounts receivable, inventory, and accounts payable) in fiscal 2026 were partially offset by a $13.6 million decrease in distributions received from unconsolidated affiliates.

Investing Activities

Net cash used by investing activities was $360.1 million during fiscal 2026, compared to $135.1 million during fiscal 2025. Net cash used by investing activities during fiscal 2026 was driven primarily by cash paid to acquire the outstanding equity interests in Elgen and LSI, and capital expenditures, including $25.1 million related to ongoing facility modernization projects. Net cash used by investing activities during fiscal 2025 was driven primarily by the acquisition of Ragasco for $95.0 million, including an earnout, and capital expenditures of $50.6 million, partially offset by $11.5 million of proceeds from the sale of 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment on May 29, 2024.

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

Financing Activities

Net cash used by financing activities was $88.4 million during fiscal 2026, compared to $68.8 million in fiscal 2025. During fiscal 2026, we paid $43.7 million to repurchase 800,000 common shares and paid dividends of $36.9 million on the common shares. During fiscal 2025, we paid $30.9 million to repurchase 700,000 common shares and paid dividends of $33.9 million on the common shares.

Long-term debt - We typically use the net proceeds from long-term debt for acquisitions, refinancing of outstanding debt, capital expenditures and general corporate purposes. As of May 31, 2026, we were in compliance with the covenants in our long-term debt agreements. Our long-term debt agreements do not include ratings triggers or material adverse change provisions.

Short-term borrowings - Our short-term debt agreements do not include ratings triggers or material adverse change provisions. As of May 31, 2026, we were in compliance with the covenants in our short-term debt agreements.

We maintain the $500.0 million Credit Facility that matures on September 27, 2028. Borrowings under the Credit Facility have maturities of up to one year. We have the option to borrow at rates equal to an applicable margin over the Simple SOFR, the Prime Rate of PNC Bank, National Association, or the Overnight Bank Funding Rate. The applicable margin is determined by our total leverage ratio. There were no borrowings outstanding under the Credit Facility at May 31, 2026.

As discussed in "Note G - Guarantees," we had in place $9.2 million in outstanding letters of credit for third-party beneficiaries as of May 31, 2026. No amounts were drawn against these outstanding letters of credit at May 31, 2026, and the fair value of these guaranteed instruments, based on premiums paid, was not material.

Common shares - During fiscal 2026, we declared dividends totaling $0.76 per common share at a quarterly rate of $0.19 per common share. During fiscal 2025, we declared dividends totaling $0.68 per common share at a quarterly rate of $0.17 per common share. Dividends paid on our common shares totaled $36.9 million in fiscal 2026 compared to $33.9 million during fiscal 2025. On June 23, 2026, the Board declared a quarterly dividend of $0.20 per common share for the first quarter of fiscal 2027, a $0.01 per share increase from the previous quarterly rate. The dividend is payable on September 29, 2026 to shareholders of record at the close of business on September 15, 2026.

On March 24, 2021, the Board authorized the repurchase of up to 10,000,000 common shares. At May 31, 2026, a total of 4,565,000 common shares remain available for repurchase under the authorization, which is not subject to a fixed expiration date. The common shares may be repurchased under these authorizations 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 of dividends will continue in the future.

Recently Adopted Accounting Standards

Refer to "Note A - Summary of Significant Accounting Policies" for additional information.

Environmental

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

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with 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 our consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting estimates are defined as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations. Although actual results historically have not deviated significantly from those determined using our estimates, as discussed below, our consolidated financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such policies. The following accounting estimates are considered to be the most critical to us, as these are the primary areas where financial information is subject to our estimates, assumptions and judgment in the preparation of our consolidated financial statements.

Impairment of Goodwill and Indefinite-Lived Long-Lived Assets

Critical estimate: Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. 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 goodwill and indefinite lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and financial performance. If there are no concerns raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the respective carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value.

Assumptions and judgments: When performing a qualitative assessment, judgment is required when considering relevant events and circumstances that could affect the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. If a quantitative analysis is required, assumptions are required to estimate fair value, both at the individual asset and enterprise level, to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions.

Impairment of Definite-Lived Long-Lived Assets

Critical estimate: We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value.

Assumptions and judgments: When performing the comparison of the sum of the undiscounted cash flows of the asset or asset group to its respective carrying amount, judgment is required when forming the basis for underlying cash flow forecast assumptions. If the second step of the impairment test is required, assumptions are required to estimate the fair value to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions.

Income Taxes

Critical estimate: In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and deferred tax liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We evaluate the deferred tax assets to determine whether it is more likely than not that some, or a portion, of the deferred tax assets will not be realized, and provide a valuation allowance as appropriate. Changes in existing tax laws or rates could significantly impact the estimate of our tax liabilities.

Assumptions and judgments: Significant judgment is required in determining our tax expense and in evaluating our tax positions. In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in our consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. These reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues, and release of administrative guidance or court decisions affecting a particular tax issue. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. See "Note M - Income Taxes" for further information.

Business Combinations

Critical estimate: We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives, among others.

Assumptions and judgments: Significant assumptions, which vary by the class of asset or liability, are forward looking and could be affected by future economic and market conditions. We engage third-party valuation specialists who review our critical assumptions and prepare the calculation of the fair value of acquired intangible assets in connection with significant business combinations. The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.