Note C – Investments in Unconsolidated Affiliates

Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At May 31, 2025, we held investments in the following unconsolidated joint ventures: ClarkDietrich (25%); Sustainable Energy Solutions (49%); WAVE (50%); and Workhorse (20%).

On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe for cash consideration of $11,986. Pursuant to the transaction, Hexagon acquired a 49% stake in the joint venture. Post-closing, we hold a 49%, noncontrolling interest in the joint venture, with the remaining 2% held by members of the existing management team of the joint venture. Immediately prior to the contribution, we evaluated the goodwill and long-lived assets. An impairment charge of $32,203 was recognized when the disposal group met the criteria as assets held for sale in the fourth quarter of fiscal 2024. Refer to “Note A – Summary of Significant Accounting Policies” for additional information.

We previously held a 50% noncontrolling equity interest in ArtiFlex through August 3, 2022, when that interest was purchased by the unrelated joint venture partner. In connection with this transaction, we received net cash proceeds of approximately $35,795 and recognized a pre-tax loss of $16,059 within equity income, representing the amount by which the book value of our investment exceeded the net cash proceeds.

We received distributions from unconsolidated affiliates totaling $153,605, $187,258, and $228,357 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of $103,767 and $111,905 at May 31, 2025 and 2024, respectively. In accordance with the applicable accounting guidance, the negative balances have been reclassified to distributions in excess of investment in unconsolidated affiliate within our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account. If our equity balance becomes positive in the future, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned, upon joint venture liquidation or otherwise, the liability balance will be immediately recognized as income.

WAVE and ClarkDietrich are included within the Building Products segment, while the Sustainable Energy Solutions and Workhorse joint ventures are reported within Other. The following table presents summarized information regarding the financial position of our unconsolidated affiliates accounted for using the equity method as of May 31:

At May 31, 2025 and 2024, $33,011 and $37,398, respectively, of our consolidated retained earnings represented undistributed earnings of investments accounted for under the equity method.