Quanex Building Products Annual Report 2015

Plain-text annual report

Corporate Information COMPANY DESCRIPTION BOARD OF DIRECTORS INFORMATION (NYSE:NX) With more than 4,000 employees, manufacturing facilities in North America, the United Kingdom and Germany, and sales offices located throughout the world, Quanex had consolidated sales of $645 million in 2015. An industry-leading manufacturer of engineered materials and components for building products sold to Original Equipment Manufacturers (OEMs), Quanex designs and produces energy- efficient window and door products, systems and solutions, as well as kitchen and bath cabinet components. We emphasize continuous improvement in our people, our processes and customer experience, providing an array of products, services and custom solutions that are advancing the industries we serve. LEADERSHIP William C. Griffiths Chairman, President & Chief Executive Officer Brent L. Korb Senior Vice President – Finance & Chief Financial Officer Kevin P. Delaney & Secretary Senior Vice President – General Counsel Dewayne Williams Vice President – Controller Curtis M. Stevens 1, 2*,4 Chief Executive Officer, Louisiana-Pacific Corporation William C. Griffiths 1* Chairman, President & Chief Executive Officer, Quanex Building Products Corporation Joseph D. Rupp 1, 3, 4*, 5 Chairman, President & Chief Executive Officer, Olin Corporation LeRoy D. Nosbaum 2, 3, 4 Retired President & Chief Executive Officer, Itron, Inc. Robert R. Buck 2, 4 Chairman of the Board, Beacon Roofing Supply, Inc. Susan F. Davis 3*, 4 Executive Vice President - Asia Pacific, Johnson Controls, Inc. BOARD COMMITTEES 1 Executive Committee 2 Audit Committee 3 Compensation & Management Development Committee 4 Nominating & Corporate Governance Committee 5 Lead Director * Denotes Committee Chair STOCKHOLDER Quanex Building Products Corporation 1800 West Loop South Suite 1500 Houston, Texas 77027 713.961.4600 800.231.8176 inquiry@quanex.com TRANSFER AGENT, SHAREHOLDER RECORDS & DIVIDEND DISBURSING AGENT Wells Fargo Bank N.A. Shareowner Services 1110 Centre Point Curve Mendota Heights, MN 55120-4100 P 800.468.9716 F 651.450.4085 651.450.4064 Outside the United States ANNUAL STOCKHOLDER MEETING Friday, March 4, 2016 8:00 a.m. C.S.T. Quanex Corporate Offices The Quanex Form 10-K for the fiscal year ended October 31, 2015, can be viewed and downloaded from the company website at www.Quanex.com/2015AR. Bigger. Better. Stronger. 1800 West Loop South Suite 1500 Houston, Texas 77027 www.Quanex.com IG Spacers Insulating glass spacer products Window & Door Components Thresholds, astragals, components and grilles Vinyl Profiles Extruded window & door profiles Screens Window and Door Screens Cabinet Components Kitchen and bath cabinet doors and components 52060_Cover_workup.indd 4 1/20/16 8:54 AM 52060_Cover_workup.indd 1 1/20/16 8:54 AM 2015 Annual Report SummaryNYSE: NXIG SpacersWindow & Door ProfilesWindow & Door ComponentsWindow & Door ScreensWoodcraft ProductsCorporate Headquarters Bigger, Better, Stronger Financial Highlights FISCAL 2015 IN REVIEW 2015 was a very satisfying and successful year for Quanex, both operationally and strategically. Operationally, gross margins in our legacy business improved approximately 100 basis points and we more than tripled cash provided by operating activities. Strategically, the highlights of the year were the addition of HL Plastics in June, and the addition of Woodcraft Industries two days after our fiscal year closed. HL Plastics is the UK’s fastest growing vinyl profile extruder, and has the most technologically advanced window system in that market. The addition of HL Plastics expands our position in the core western European market, which is enjoying stable growth in the early stages of a residential housing recovery. Woodcraft is a leading provider of hardwood and engineered wood cabinet doors and components to kitchen and bath cabinet OEMs throughout the United States. This industry is less seasonal, is expected to grow faster, and is generally more profitable than the fenestration market where we have been traditionally focused. These two new additions to the Quanex team effectively replaced the revenues of Nichols Aluminum, which we divested in 2014 in the first step of our strategic transformation, but at a much higher level of profitability. In fact, assuming we had owned both HL Plastics and Woodcraft for all of 2015, pro-forma revenues would have been approximately $935 million with pro-forma EBITDA of approximately $105 million, excluding transaction costs. Prior to divesting Nichols, our reported 2013 revenues were $953 million and EBITDA was $43 million. Thus, EBITDA improved two and a half times on similar revenues. Also, EBITDA margins improved from 4.5% in 2013 to 11.2% in 2015 on a pro-forma basis. This improved profitability puts us well on the way to our stated goal of 15% EBITDA margins. We closed the fiscal year with net debt of $34 million after paying down $42 million of the $92 million borrowed to finance the HL Plastics acquisition. The Woodcraft acquisition added an incremental $270 million of debt for a post-acquisition net debt level of $305 million. This represents a comfortable pro-forma debt to EBITDA leverage ratio of 2.9 times. Our primary focus will be to continue to generate strong cash flow through profitable growth and margin enhancement with the intent to reduce our leverage ratio to below 2.5 times by the end of fiscal 2016. “We believe that Quanex’s 2016 revenue will approach a billion dollars, and at that level we expect EBITDA to be between $112 million and $120 million.” FISCAL 2016 OUTLOOK Looking forward to 2016, all economic forecasts are once again predicting very optimistic growth rates for the housing industry, and all indicate that 2016 will be much stronger than 2015. Our view is slightly more conservative, with an expectation that 2016 will be very similar to 2015. Specifically, we expect to experience growth of 5-6% in the North American fenestration market, 6% growth in US cabinets and 7-8% in our core European markets, which on a total company basis results in 5-6% overall growth. If in fact the early economic forecasts prove to be true and any or all market segments experience higher actual growth, we would expect to see a similar improvement in our revenues. Based on our conservative view of 5-6% growth, we believe that Quanex’s 2016 revenue will approach a billion dollars, and at that level we expect EBITDA to be between $112 million and $120 million, excluding transaction costs and purchase accounting impacts. More importantly, we believe that we will be able to generate sufficient cash flow to re-invest $45 million of capital back into the business and still reduce our leverage ratio to below 2.5 times. Included in the capital spend is an incremental $10 million above our annual base capital level. The incremental investments are being made to facilitate future above-market growth, in addition to cost savings initiatives being driven by investments in automation. In 2016 you will see us continue to work on improving margins and generating cash to pay down debt. We will continue to look at “bolt on” acquisitions, but we will not significantly increase our leverage ratio without a clear path to reducing it to below 2.5 times in reasonably short order. We are not done with our strategic transformation, and we will continue our efforts to turn Quanex into a bigger, better and more profitable company. Thank you for your continued support. Bill Griffiths Chairman, President and Chief Executive Officer The following consolidated financial highlights, for the five years Financial Statements and accompanying notes included in Item 8 ended October 31, 2015, were derived from the Company’s audited of the Company’s 2015 Annual Report on Form 10-K. The historical Financial Statements. Unless otherwise noted, all information in information is not necessarily indicative of the results to be the table reflects only continuing operations. This information expected in the future. should be read in conjunction with the Company’s Consolidated FISCAL YEARS ENDED OCTOBER 31 2015(1) 2014(2)(7) 2013(2)(3) 2012(2)(4)(5) 2011(2)(6)(7) Net sales Cost of sales Selling, general and administrative Depreciation and amortization Operating income (loss) Income (loss) from continuing operations Net income (loss) Diluted earnings (loss) per share Cash dividends declared per share (Dollars in thousands, except per share data) $645,528 $595,384 $554,867 $478,578 $420,258 499,097 464,584 419,733 355,669 315,765 86,536 35,220 24,675 15,614 $0.47 $0.16 82,150 33,869 14,276 8,338 $0.78 $0.16 98,969 53,521 (18,821) (12,384) 100,884 29,975 (8,862) (6,561) (0.32) $0.16 (0.45) $0.16 75,918 25,390 1,386 (411) $0.24 $0.16 $16,093 $29,234 $(11,703) $(16,534) $9,066 (1) In June 2015, we acquired all of the outstanding share capital of Flamstead Holdings Limited, a vinyl profile (5) In fiscal 2012, we experienced a strike at two of our Nichols facilities in Davenport, Iowa, which had a negative extruder with operations located in the United Kingdom, following a pre-acquisition reorganization. The results impact on income (loss) from discontinued operations, reducing operating income by approximately $11.1 million of operations of this acquired business have been included in our consolidated operating results since the date of ($7.3 million net of tax), including a reduction in sales volume and incremental direct costs. acquisition, June 15, 2015, contributing net income of $1.5 million. (2) In April 2014, we sold Nichols to Aleris. Accordingly, the assets and liabilities of Nichols were reported as Edgetech owned three manufacturing facilities, one each in the United States, United Kingdom and Germany, discontinued operations in the consolidated balance sheets for the applicable periods presented, and the related that produced and marketed a full line of warm edge insulating glass spacer systems for window and door operating results are reported as discontinued operations in the consolidated statements of income (loss) customers in North America and abroad. In addition, in March 2011, we acquired a small vinyl extrusion facility in (6) In March 2011, we acquired Edgetech, I.G. Inc. and its German subsidiary. Headquartered in Cambridge, Ohio, presented, as applicable. (3) In December 2012, we acquired substantially all the assets of Alumco, Inc. and its subsidiaries, a manufacturer of window screens, with multiple facilities within the United States. Alumco provided revenues of $49.1 million (7) In fiscal 2011, we recognized an expense of $1.9 million ($1.1 million net of tax) to increase our warranty and a net loss of approximately $0.1 million for the period December 2012 through October 31, 2013. reserve associated with a discontinued legacy product and claims. In fiscal 2014, we decreased our warranty reserve and reduced expense by $2.8 million ($1.8 million net of tax) related to claims associated with this Yakima, Washington. Accordingly, the estimated fair value of assets acquired in the acquisition and the results of operations were included in our consolidated financial statements as of the effective date of the acquisition. (4) In November 2011, we announced a consolidation program for two of our insulating glass manufacturing facilities, whereby we closed a facility in Barbourville, Kentucky. This facility consolidation was completed ahead of schedule in August 2012. In fiscal 2012, we recorded expenses totaling $9.0 million ($5.9 million net of tax) discontinued legacy product. related to this consolidation. Financial Statistics as of October 31, 2015 Book value per common share: $11.75 Total debt to capitalization: 12.7% Return on invested capital: 4.0% Actual number of common shares outstanding: 33,962,460 EBITDA Reconciliation Quanex Building Products Corporation - Non-GAAP Financial Measure Disclosure (US Dollars in thousands, unaudited) EBITDA (defined as net income or loss before interest, taxes, Twelve Months Ended October 31, 2013 depreciation and amortization and other, net) is a non-GAAP financial measure that Quanex’s management uses to measure its operational performance and assist with financial decision-making. EBITDA is a key metric used by management in determining the value of annual incentive awards for its employees. We believe Net Loss Income tax benefit Other, net Interest expense Operating Income this non-GAAP measure (included under market conditions Depreciation and amortization outlined in our forward-looking guidance) provides a consistent EBITDA basis for comparison between periods, and will assist investors in 2013 Revenue Reconciliation understanding our financial performance when comparing our results As presented - 2015 to other investment opportunities. EBITDA may not be the same as that used by other companies. The company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with US GAAP.* Nichols - Discontinued operations 2013 Revenue original presentation *Due to the high variability and difficulty in predicting certain items that affect GAAP net income, information reconciling forward-looking EBITDA as presented to GAAP financial measures is unavailable to Quanex without unreasonable effort. $<11,703> <6,498> <168> 640 <17,729> 60,504 $42,775 $554,867 $397,775 $952,642 52060_Cover_workup.indd 2 1/20/16 8:54 AM 52060_Cover_workup.indd 3 1/20/16 8:54 AM UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________________________ FORM 10-K(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended October 31, 2015or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 1-33913 _______________________________QUANEX BUILDING PRODUCTS CORPORATION(Exact name of registrant as specified in its charter)Delaware 26-1561397(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)1800 West Loop South, Suite 1500, Houston, Texas 77027(Address of principal executive offices) (Zip code)Registrant’s telephone number, including area code: (713) 961-4600Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registeredCommon Stock, $0.01 par value New York Stock Exchange, Inc.Securities registered pursuant to Section 12(g) of the Act: NONE_______________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate 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 preceding12 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 andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filerx Accelerated fileroNon-accelerated filero Smaller reporting companyoIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No xThe aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 30, 2015, computed by reference to the closing price for the CommonStock on the New York Stock Exchange, Inc. on that date, was $647,082,082. Such calculation assumes only the registrant’s officers and directors at such date were affiliates of theregistrant.At December 11, 2015 there were outstanding 33,971,483 shares of the registrant’s Common Stock, $0.01 par value. _______________________________DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s definitive Proxy Statement for its 2016 Annual Meeting of Stockholders to be filed with the Commission within 120 days of October 31, 2015 areincorporated herein by reference in Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PagePART I Item 1.Business4 Item 1A.Risk Factors10 Item 1B.Unresolved Staff Comments13 Item 2.Properties14 Item 3.Legal Proceedings14 Item 4.Mine Safety Disclosures15 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16 Item 6.Selected Financial Data18 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20 Item 7A.Quantitative and Qualitative Disclosures about Market Risk39 Item 8.Financial Statements and Supplementary Data41 Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure88 Item 9A.Controls and Procedures89 Item 9B.Other Information89 PART III Item 10.Directors, Executive Officers and Corporate Governance90 Item 11.Executive Compensation90 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90 Item 13.Certain Relationships and Related Transactions, and Director Independence90 Item 14.Principal Accountant Fees and Services90 PART IV Item 15.Exhibits and Financial Statement Schedules90Unless the context indicates otherwise, references to "Quanex", the "Company", "we", "us" and "our" refer to the consolidated business operations of QuanexBuilding Products Corporation and its subsidiaries.Cautionary Note Regarding Forward-Looking StatementsCertain of the statements contained in this document and in documents incorporated by reference herein, including those made under the caption“Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking” statements as defined under the PrivateSecurities Litigation Reform Act of 1995. Generally, the words “expect,” “believe,” “intend,” “estimate,” “anticipate,” “project,” “will” and similarexpressions identify forward-looking statements, which generally are not historical in nature. Forward looking statements are (1) all statements which addressfuture operating performance, (2)events or developments that we expect or anticipate will occur in the future, including statements relating to volume, sales,operating income and earnings per share, and (3) statements expressing general outlook about future operating results. Forward-looking statements aresubject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections orexpectations. As and when made, we believe that these forward-looking statements are reasonable. However, caution should be taken not to place unduereliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information,future events or otherwise.Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are notlimited to the following:•changes in market conditions, particularly in the new home construction, and residential remodeling and replacement (R&R) activity markets in theUnited States, United Kingdom and Germany;•changes in non-pass-through raw material costs;•changes in domestic and international economic conditions;•changes in purchases by our principal customers;•fluctuations in foreign currency exchange rates;•our ability to maintain an effective system of internal controls;•our ability to successfully implement our internal operating plans and acquisition strategies;•our ability to successfully implement our plans with respect to information technology (IT) systems and processes;•our ability to control costs and increase profitability;•changes in environmental laws and regulations;•changes in warranty obligations;•changes in energy costs;•changes in tax laws, and interpretations thereof;•changes in interest rates;•our ability to service our debt facilities and remain in good standing with our lenders;•our ability to maintain a good relationship with our suppliers, subcontractors, and key customers; and•the resolution of litigation and other legal proceedings.Additional factors that could cause actual results to differ materially are discussed under Item 1A, “Risk Factors” included elsewhere in this AnnualReport on Form 10-K.About Third-Party InformationIn this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industrypublications, United States government sources and other third parties. Although we believe this information is reliable, we cannot guarantee the accuracy orcompleteness of the information and have not independently verified it.Table of Contents PART IItem 1. Business (Continuing Operations).Our CompanyQuanex was incorporated in Delaware on December 12, 2007 as Quanex Building Products Corporation. We manufacture components primarily for thewindow and door (fenestration) industry, which include (1) energy-efficient flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and doorscreens, and (4) precision-formed metal and wood products for original equipment manufacturers (OEMs), as well as certain non-fenestration components andproducts, which include solar panel sealants, wood flooring, trim moldings, plastic decking, fencing, water retention barriers, hardware, and conservatory roofcomponents. We use low-cost production processes and engineering expertise to provide our customers with specialized products for their specific windowand door applications. We believe these capabilities provide us with unique competitive advantages. We serve a primary customer base in North America andthe United Kingdom, and also serve customers in international markets through our operating plants in the United Kingdom and Germany, as well as throughsales and marketing efforts in other countries.Our HistoryOur predecessor company, Quanex Corporation, was organized in Michigan in 1927 as Michigan Seamless Tube Company, and was laterreincorporated in Delaware in 1968. In 1977, Michigan Seamless Tube Company changed its name to Quanex Corporation. On December 12, 2007, QuanexBuilding Products Corporation was incorporated as a wholly-owned subsidiary in the state of Delaware, in order to facilitate the separation of QuanexCorporation's vehicular products and building products businesses. This separation became effective on April 23, 2008, through a spin-off of the buildingproducts business to Quanex Corporation's then-existing shareholders. Immediately following the spin-off, our former parent company, consisting principallyof the vehicular products business and all non-building products related corporate accounts, merged with a wholly-owned subsidiary of Gerdau S.A.Since the spin-off in 2008, we have evolved our business by making investments in organic growth initiatives and taking a disciplined approach to newbusiness and strategic acquisition opportunities, and disposing of non-core businesses while seeking to provide superior value to our customers.Notable developments and transactions which occurred since the spin-off include the following:•in March 2011, we acquired certain vinyl extrusion assets in Yakima, Washington from a customer of our vinyl extrusion business;•in March 2011, we acquired Edgetech, I.G. Inc. and its German subsidiary, which provided us with three manufacturing facilities, one each in theUnited States, United Kingdom and Germany, that produce and market a full line of flexible insulating glass spacer systems for window and doorcustomers in North America and abroad. This acquisition complemented our then existing insulating glass products business in the United Statesand, as a result, we committed to a plan to consolidate these facilities in November 2011. This consolidation plan, in part, resulted in the closure of aplant in Barbourville, Kentucky, and the relocation of equipment that was used to manufacture the single seal, warm-edge spacer system to ourfacility in Cambridge, Ohio. This consolidation was substantially completed by August 2012, with minor residual cash payments and program costsincurred during fiscal 2013. We sold the facility in Barbourville in May 2014;•in December 2012, we acquired substantially all of the assets of Alumco Inc. and its subsidiaries (Alumco), an aluminum screen manufacturer, whichwe believe allowed us to expand the scope of our fenestration business to include screens for vinyl window and door manufacturers and to expandour geographic reach throughout the United States;•in April 2014, we sold our interest in a limited liability company which held the net assets of our Nichols Aluminum business (Nichols), the soleoperating segment included in our Aluminum Sheet Products reportable segment, to Aleris International, Inc. (Aleris), a privately held companywhich provides aluminum rolled products and extrusions, aluminum recycling and specification aluminum alloy production;•in June 2015, we acquired the outstanding ownership shares of Flamstead Holdings Limited, an extruder of vinyl lineal products and manufacturerof other plastic products incorporated and registered in England and Wales. Following a pre-sale reorganization and purchase, Flamstead HoldingsLimited owned 100% of the ownership shares of the following subsidiaries: HL Plastics Limited, Vintage Windows Limited, Wegoma MachinerySales Limited, and Liniar Limited (collectively referred to as “HLP”), each registered in England and Wales. We believe that this acquisitionexpands our vinyl extrusion product offerings and expands our international presence in the global fenestration business; and4Table of Contents •in November 2015, we completed the merger of QWMS, Inc., a Delaware corporation which was a newly-formed and wholly-owned Quanexsubsidiary, and WII Holding, Inc. (WII), a Delaware corporation. Upon satisfaction or waiver of conditions set forth in the merger agreement, QWMS,Inc. merged with and into WII, and WII became our wholly-owned subsidiary, and, as a result, we acquired all the subsidiaries of WII (referred tocollectively as Woodcraft). Woodcraft is a manufacturer of cabinet doors and other components to original equipment manufacturers (OEMs) in thekitchen and bathroom cabinet industry, and operates various plants in the United States and Mexico. See additional discussion of this transaction atItem 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations."As of October 31, 2015, we operated 23 manufacturing facilities located in 13 states in the United States, five facilities in the United Kingdom, andanother in Germany. These facilities feature efficient plant design and flexible manufacturing processes, enabling us to produce a wide variety of customengineered products and components primarily focused on the window and door segment of the residential building products markets. We are able tomaintain minimal levels of finished goods inventories at most locations because we typically manufacture products upon order to customer specifications.We believe the primary drivers of our operating results are new home construction and residential remodeling and replacement activity.Our IndustryOur business is largely North American based and dependent upon the spending and growth activity levels of our customers which include national andregional residential window and door manufacturers. With the HLP acquisition in June 2015, we have expanded our international presence and acquired aplatform from which to sell vinyl extruded lineal for house systems to smaller customers primarily in the United Kingdom.We use data related to United States and United Kingdom housing starts and window shipments, as published by or derived from third-party sources, toevaluate the United States and United Kingdom fenestration market.The following table presents calendar-year annual and quarterly housing starts information, as published by the United States Census Bureau based ondata collected from the National Association of Home Builders (NAHB), (units in thousands): Single-family Units Multi-family Units Manufactured Units Period Units % Change Units % Change Units % Change Total UnitsAnnual Data 2009 444 N/A 111 N/A 49 N/A 6042010 471 6% 116 5% 50 2% 6372011 434 (8)% 178 53% 51 2% 6632012 537 24% 247 39% 55 8% 8392013 620 15% 308 25% 60 9% 9882014 647 4% 354 15% 64 7% 1,065Annual Data - Forecast 2015 714 10% 405 14% 68 6% 1,1872016 877 23% 378 (7)% 69 1% 1,3242017 1,148 31% 372 (2)% 79 14% 1,599Quarterly Data - Forecast 2015: 1st quarter 140 N/A 75 N/A No Data Available 2152nd quarter 205 46% 115 53% No Data Available 3203rd quarter(1) 203 (1)% 113 (2)% No Data Available 316(1) Derived from IHS Global Insight's forecast report based on United States Census Data.5Table of Contents The following table presents calendar-year annual and quarterly window shipments information, derived from reports published by Ducker WorldwideLLC, a consulting and research firm, (units in thousands): New Construction Remodeling & ReplacementPeriod Wood Aluminum Vinyl Fiberglass Other Total Wood Aluminum Vinyl Fiberglass Other TotalAnnual Data 2010 2,778 1,746 6,729 526 167 11,946 6,139 1,012 21,079 840 573 29,6432011 2,601 1,820 6,623 514 182 11,740 5,071 717 19,086 730 516 26,1202012 2,736 2,516 8,625 592 237 14,706 4,566 696 18,902 657 594 25,4152013 2,989 3,077 10,585 668 264 17,583 4,739 658 19,588 685 658 26,3282014 3,108 3,471 11,651 728 291 19,249 4,697 718 19,972 698 677 26,762Quarterly Data 2015: 1st quarter 671 758 2,653 173 74 4,329 1,072 154 4,608 166 160 6,1602nd quarter 791 893 3,127 204 87 5,102 1,243 179 5,345 193 186 7,146Quarterly Data - Forecast 3rd quarter 944 1,065 3,731 243 103 6,086 1,318 189 5,666 205 197 7,5754th quarter 852 962 3,368 220 93 5,495 1,173 170 5,099 191 184 6,817The following table presents calendar-year annual housing starts information in the United Kingdom, derived from reports published by D&GConsulting, a consulting and research firm, (units in thousands):Housing Construction Private Housing Public HousingPeriod Annual % Change Actual % ChangeActual Data 2010 100 —% 30 —%2011 100 —% 34 13%2012 104 4% 32 (6)%2013 102 (2)% 32 —%2014 111 9% 28 (13)%Forecast Data 2015 122 10% 35 25%2016 141 16% 30 (14)%2017 155 10% 28 (7)%2018 165 6% 28 —%We have noted the following trends which we believe affect our industry:•the number of housing starts and window shipments in the United States has increased in recent years following a dramatic decline from 2007through 2011. The NAHB expects this trend to continue for the next several years, which should result in higher demand for our fenestrationproducts;•the recent growth in the housing market has been predominately in new construction which has outpaced the growth in the residential remodelingand replacement sector; the recent recovery in new home construction in the United States has been led by multi-family homes compared to mid-and higher priced homes; the current growth in single-family homes has seen the share of the large tract builders increase and the smaller custombuilders decrease; and multi-family and tract homes typically employ lower cost, less energy efficient windows;•programs in the United States such as Energy Star have improved customer awareness of the technological advances in window and door energy-efficiency, but the government has been reluctant to enforce stricter energy standards;•higher energy efficiency standards in Europe should favorably impact sales of our insulating glass spacer products in the short- to mid-term; and•commodity prices have fluctuated in recent years, including the cost of critical materials used in our manufacturing processes such as resin, whichimpacts margins related to our vinyl extrusion products, oil products such as butyl, which impacts our insulating glass products, and aluminum andwood products used by our other businesses.6Table of Contents StrategyOur vision is to be the preferred supplier to our customers in each market we serve. Our strategy to achieve this vision includes the following:•focus on organic growth with our current customer base and expand our market share with national and regional customers by providing: (1) aquality product; (2) a high level of customer service; (3) product choices at different price points; and (4) new products or enhancements to existingproduct offerings. These enhancements may include higher thermal efficiency, enhanced functionality, improved weatherability, better appearanceand best-in-class quality for our fenestration products;•realize improved profitability in our manufacturing processes through: (1) ongoing preventive maintenance programs; (2) better utilization of ourcapacity by focusing on operational efficiencies and reducing scrap; (3) marketing our value added products; and (4) focusing on employee safety;•offer logistic solutions that provide our customers with just-in-time service which can reduce their processing costs; and•pursue targeted business acquisitions which may include vertically integrated vinyl extrusion businesses or screen or wood product manufacturers,that allow us to expand our existing fenestration footprint, enhance our existing product offerings, acquire complementary technology, enhance ourleadership position within the markets we serve, and expand into adjacent markets or service lines.Business SegmentsWe have two reportable business segments: (1) Engineered Products, comprised of our four operating segments focused primarily on North Americanfenestration, and (2) International Extrusion, comprised solely of HLP acquired on June 15, 2015. In addition, we recorded LIFO inventory adjustments,corporate office charges and inter-segment eliminations as Corporate & Other. Prior to April 1, 2014, we presented two reportable segments: (1) EngineeredProducts, and (2) Aluminum Sheet Products as well as corporate and other. On April 1, 2014, we sold Nichols, the sole operating segment included in ourAluminum Sheet Products reportable segment. To account for Nichols as a discontinued operation, we reclassified certain costs from Corporate & Other toNichols, including a portion of the LIFO reserve, as well as insurance accruals related to workers compensation claims, to properly reflect these directexpenses as a component of the disposal group. The accounting policies of our operating segments are the same as those used to prepare our accompanyingconsolidated financial statements. Financial information specific to each segment is located in note 18 of the accompanying financial statements.We produce window and door components for original equipment manufacturers that primarily serve the residential new construction, and residentialremodeling and replacement markets. We manufacture insulating glass (IG) spacer systems, window and door profiles, window and patio door screens,aluminum cladding and other roll formed metal window components, door components such as thresholds and astragals, patio screen doors and customwindow grilles, trim and architectural moldings in a variety of woods, thin film solar panel sealants, and engineered wood flooring. We operate five flexibleIG spacer facilities, five polyvinyl chloride (PVC) extrusion facilities, nine facilities producing window and door screens, two facilities producing woodfenestration (door and window) components, one facility producing engineered wood flooring, four facilities producing other fenestration products, and twofacilities producing PVC, plastic decking, fencing, hardware, conservatory roof component, and water retention barriers. The insulating glass facilities usecompound-extrusion and laminating technology to produce highly engineered insulating glass spacer products from butyl, ethylene propylenedieneterpolymer (EPDM), composite and silicone-based raw materials. These spacer products separate two or three panes of glass in an IG unit to improve itsthermal performance. Our vinyl extrusion facilities use automated production processes to manufacture vinyl and composite profiles which constitute theframing material used in the assembly of vinyl windows and patio doors.We believe our strengths include design expertise, new technology development capability, customer service, just-in-time delivery systems, highquality manufacturing, the ability to generate unique patented products and participation in industry and governmental advocacy.7Table of Contents Raw Materials and SuppliesWe purchase a diverse range of raw materials, which include PVC, epoxy resin, butyl, titanium dioxide (TiO2) desiccant powder, silicone and EPDMrubber compounds, coated and uncoated aluminum sheet and wood (both hardwood and softwood). These raw materials are generally available from severalsuppliers at market prices. We may enter into sole sourcing arrangements with our suppliers from time to time if we believe we can realize beneficial savings,but only after we have determined that the vendor can reliably supply our raw material requirements. These sole sourcing arrangements, generally havetermination clauses to protect us if a sole sourced vendor could not provide raw materials timely and on economically feasible terms. We believe there areother qualified suppliers from which we could purchase raw materials and supplies.CompetitionOur products are sold under highly competitive conditions. We compete with a number of companies, some of which have greater financial resourcesthan us. We believe the primary competitive factors in the markets we serve include price, product quality, delivery and the ability to manufacture tocustomer specifications. The volume of engineered building products that we manufacture represents a small percentage of annual domestic consumption.Similarly, our subsidiaries in the United Kingdom compete against some larger vinyl producers and many smaller window manufacturers.We compete against a range of small and mid-size metal, vinyl and wood products suppliers, wood molding companies, and the in-house operations ofcustomers who have vertically integrated fenestration operations. We also compete against IG spacer manufacturing firms. IG systems are used in numerousend markets including residential housing, commercial construction, appliances and transportation vehicles, but we primarily serve the residential housingmarket. Competition is largely based on regional presence, custom engineering, product development, quality, service and price. Primary competitorsinclude, but are not limited to, Veka, Deceuninck, Axiall, Vision Extrusions, GED Integrated Solutions, Technoform, Swiss Spacer, Thermix, Rite Screen,Allmetal and Endura.Sales, Marketing, and DistributionWe sell our products to customers in various countries. Therefore, we have sales representatives whose territories essentially cover the United States,Canada, Europe, and to a lesser extent, the Middle East, Latin and South America, Australia and Asia. Our sales force is tasked with selling and marketing ourcomplete range of components, products and systems to national and regional OEMs through a direct sales force in North America and the United Kingdom,supplemented with the limited use of distributors and independent sales agents. CustomersCertain of our businesses or product lines are largely dependent on a relatively few large customers. See page 51 of this Annual Report on form 10-K forrelated disclosure.Sales BacklogGiven the short lead times involved in our business, we have a relatively low backlog, approximately $21 million as of October 31, 2015.The criteriafor revenue recognition has not been met, and therefore, we have not recorded revenue or deferred revenue with regard to these sales orders. If these salesorders result in a sale, we will record as revenue during Fiscal 2016. Seasonal Nature of BusinessOur business is impacted by seasonality. We have historically experienced lower sales for our products during the first half of our fiscal year as winterweather reduces homebuilding and home improvement activity. Our operating income tends to decline during this period of lower sales because a highpercentage of our operating expenses are fixed overhead. We typically experience more favorable results in the third and fourth quarters of the fiscal year.Expenses for labor and other costs are generally semi-variable throughout the year.Working CapitalWe fund operations through a combination of available cash and cash equivalents, short-term investments, and cash flow generated from ouroperations. In addition, our revolving credit facility is available for working capital needs. We extend credit to our domestic customers in the ordinary courseof business generally for a term of 30 days, while the terms for our international customers vary from cash advances to 90 days. Inventory of raw materials arecarried in quantities deemed necessary to ensure a smooth production process, some of which are governed by consignment agreements with suppliers. Westrive to maintain minimal finished goods inventories, while ensuring an adequate supply on hand to service customer needs.8Table of Contents Service Marks, Trademarks, Trade Names, and PatentsOur federally registered trademarks or service marks include QUANEX, QUANEX and design, "Q" design, TRUSEAL TECHNOLOGIES, DURASEAL,DURALITE, SOLARGAIN EDGE TAPE, ENVIROSEALED WINDOWS, EDGETHERM, COLONIAL CRAFT, EDGETECH, ECOBLEND, SUPER SPACER,TSS, TRUE WARM, E & Design, QUIET EDGE, HEALTH SMART WINDOWS, ENERGY WISE WINDOWS, DESI-ROPE, 360 and design, INTELLICLIP,SUSTAINAVIEW, MIKRON, MIKRONWOOD, MIKRONBLEND, MIKRON BLEND and design, ENERGYCORE, FUSION INSULATED SYSTEM,AIRCELL, SUPERCOAT, SUPERCAP, STYLELOCK, STYLELOCK and design, K2 MIKRON and design, HOMESHIELD, HOMESHIELD and design, andSTORM SEAL. We consider the following marks, design marks and associated trade names to be valuable in the conduct of our business: HOMESHIELD,COLONIAL CRAFT, TRUSEAL TECHNOLOGIES, EDGETECH, MIKRON and QUANEX. With the acquisition of HLP in June 2015, we acquired a numberof registered designs, patents and trademarks registered in the United Kingdom, which include: MODLOK, LINIAR, SUPERCUT, and various other trademarks and patents which are pending approval. Generally, our business does not depend on patent protection, but patents obtained with regard to our vinylextrusion products and processes, fabricated metal components and IG spacer products business remain a valuable competitive advantage over other buildingproducts manufacturers. We obtain patent protection for various dyes and other tooling created in connection with the production of customer-specific vinylprofile designs and vinyl extrusions. Our fabricated metal components business obtains patent protection for its thresholds. Our window sealant business unitrelies on patents to protect the design of several of its window spacer products. Although we hold numerous patents, the proprietary process technology thathas been developed is also considered a source of competitive advantage.Research and DevelopmentIn general, we expense research and development costs as incurred. We devote time, effort and expense to: (1) custom- engineer products for specificcustomer applications; (2) develop superior, proprietary process technology; and (3) partner with customers to develop new products. In addition, we mayacquire businesses with patented technology in order to expand our product offerings.Environmental and Employee Safety MattersWe are subject to extensive laws and regulations concerning worker safety, the discharge of materials into the environment and the remediation ofchemical contamination. To satisfy such requirements, we must make capital and other expenditures on an on-going basis. The cost of worker safety andenvironmental matters has not had a material adverse effect on our operations or financial condition in the past, and we are not currently aware of anyexisting conditions that we believe are likely to have a material adverse effect on our operations, financial condition, or cash flows.Safety and Environmental PoliciesFor many years, we have maintained compliance policies that are designed to help protect our workforce, to identify and reduce the potential for job-related accidents, and to minimize liabilities and other financial impacts related to worker safety and environmental issues. These policies include extensiveemployee training and education, as well as internal policies embodied in our Code of Business Conduct and Ethics. We have a Director of Environmental,Health and Safety and maintain a company-wide Safety Council, comprised of leaders from across the organization, which meets regularly to discuss safetyissues and drive safety improvements. We plan to continue to focus on safety in particular as a core strategy to improve our operational efficiency andfinancial performance.RemediationUnder applicable state and federal laws, we may be responsible for, among other things, all or part of the costs required to remove or remediate wastes orhazardous substances at locations we, or our predecessors, have owned or operated. From time to time, we also have been alleged to be liable for all or part ofthe costs incurred to clean up third-party sites where there might have been an alleged improper disposal of hazardous substances. At present, we are notinvolved in any such matters.9Table of Contents Environmental Compliance CostsWe have incurred expenses to comply with existing environmental regulations which total approximately $0.2 million, $0.4 million and $0.3 millionfor the years ended October 31, 2015, 2014 and 2013, respectively. We have not incurred capital expenditures related to environmental matters during theseyears and we do not expect to incur such costs for fiscal 2016. However, future expenditures relating to environmental matters may result from theidentification of new environmental issues, changes in regulations or environmental laws, or governmental actions with regards to existing sites. We willcontinue to have expenditures beyond fiscal 2015 in connection with environmental matters, including control of air emissions, control of water dischargesand plant decommissioning costs. It is not possible at this time to reasonably estimate the amount of those expenditures, except as discussed above, due touncertainties about emission levels, control technologies, the positions of governmental authorities and the application of requirements to us. Based uponour experience to date, we do not believe that our compliance with environmental requirements will have a material adverse effect on our operations,financial condition or cash flows.EmployeesAs of October 31, 2015, we had 2,693 employees. Of these employees, 2,140 were domiciled in the United States, 490 in the United Kingdom, and 63 inGermany.Geographic InformationOur manufacturing facilities and all long-lived assets are located in the United States, United Kingdom and Germany. Financial information specific toeach geographic area is located in note 18 of the accompanying financial statements.For InvestorsWe periodically file or furnish documents to the Securities and Exchange Commission (SEC), including our Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q, Current Reports on Form 8-K and other reports as required. These reports are also available free of charge from the Investor RelationsSection of our website at http://www.quanex.com, as soon as reasonably practicable after we file such material, or furnish it to the SEC. As permitted by theSEC rules, we post relevant information on our website. However, the information contained on our website is not incorporated by reference into this AnnualReport on Form 10-K and should not be considered part of this report.Item 1A. Risk Factors.The following risk factors, along with other information contained elsewhere in this Annual Report on Form 10-K and our other public filings with theSEC, should be carefully considered before deciding to invest in our securities. Additional risks and uncertainties that are not currently known to us or thatwe may view as immaterial could impair our business if such risks were to develop into actual events. Therefore, any of these risks could have a materialadverse effect on our financial condition, results of operations and cash flows. This listing of risk factors is not all-inclusive and is not necessarily presentedin order of importance.Industry RisksAny sustained decline in residential remodeling, replacement activities, or housing starts could have a material adverse effect on our business, financialcondition and results of operations.The primary drivers of our business are residential remodeling, replacement activities and housing starts. The home building and residentialconstruction industry is cyclical and seasonal, and product demand is based on numerous factors such as interest rates, general economic conditions,consumer confidence and other factors beyond our control. Declines in the number of housing starts and remodeling expenditures resulting from such factorscould have a material adverse effect on our business, results of operations and financial condition.If the availability of critical raw materials were to become scarce or if the price of these items were to increase significantly, we might not be able totimely produce products for our customers or maintain our profit levels.We purchase from outside sources significant amounts of raw materials, such as butyl, titanium dioxide, vinyl resin, aluminum, steel and wood productsfor use in our manufacturing facilities. Because we do not have long-term contracts for the supply of many of our raw materials, their availability and price aresubject to market fluctuation and may be subject to curtailment or change. Any of these factors could affect our ability to timely and cost-effectivelymanufacture products for our customers.10Table of Contents Compliance with, or liabilities under, existing or future environmental laws and regulations could significantly increase our costs of doing business.We are subject to extensive federal, state and local laws and regulations concerning the discharge of materials into the environment and the remediationof chemical contamination. To satisfy such requirements, we must make capital and other expenditures on an on-going basis. Future expenditures relating toenvironmental matters will necessarily depend upon whether such regulations and future governmental decisions or interpretations of these regulations applyto us and our facilities. It is likely that we will be subject to increasingly stringent environmental standards, and we will incur additional expenditures tocomply with such standards. Furthermore, if we fail to comply with applicable environmental regulations, we could be subject to substantial fines or penaltiesand to civil and criminal liability.Our goodwill and indefinite-lived intangible assets may become impaired and could result in a charge to income.We evaluate our goodwill and indefinite-lived intangible assets at least annually to determine whether we must test for impairment. In making thisassessment, we must use judgment to make estimates of future operating results and appropriate residual values. Actual future operating results and residualvalues associated with our operations could differ significantly from these estimates, which may result in an impairment charge in a future period, resulting ina decrease in net income from operations in the year of the impairment, as well as a decline in our recorded net worth.We may not be able to protect our intellectual property.We rely on a combination of copyright, patent, trade secrets, confidentiality procedures and contractual commitments to protect our proprietaryinformation. However, these measures can only provide limited protection and unauthorized third parties may try to copy or reverse engineer portions of ourproducts or may otherwise obtain and use our intellectual property. If we cannot protect our proprietary information against unauthorized use, we may not beable to retain a perceived competitive advantage and we may lose sales to the infringing sellers, which may have a material adverse effect on our financialcondition, results of operations and cash flows.We are subject to various existing and contemplated laws, regulations and government initiatives that may materially impact the demand for ourproducts, our profitability or our costs of doing business.Our business may be materially impacted by various governmental laws, regulations and initiatives that may artificially create, deflate, accelerate, ordecelerate consumer demand for our products. For example, when the government issues tax credits designed to encourage increased homebuilding orenergy-efficient window purchases, the credits may create a spike in demand that would not otherwise have occurred and our production capabilities may notbe able to keep pace, which could materially impact our profitability. Likewise, when such laws, regulations or initiatives expire, our business mayexperience a material loss in sales volume or an increase in production costs as a result of the decline in consumer demand.Our operations outside the United States require us to comply with a number of United States and international anti-corruption regulations, violationsof which could have a material adverse effect on our consolidated results of operations and consolidated financial condition.Our international operations require us to comply with a number of United States and international regulations, including the Foreign Corrupt PracticesAct (FCPA) and the United Kingdom Bribery Act 2010. While we have implemented appropriate training and compliance programs to prevent violations ofthese anti-bribery regulations, we cannot ensure that our policies, procedures and programs will always protect us from reckless or criminal acts committed byour employees or agents. Allegations of violations of applicable anti-corruption laws, may result in internal, independent, or government investigations, andviolations of anti-corruption laws may result in severe criminal or civil sanctions or other liabilities which could have a material adverse effect on ourbusiness, consolidated results of operations and consolidated financial condition.Failure to achieve and maintain effective internal controls could have a material adverse effect on our business and on our stock price.Effective internal controls are necessary for us to effectively monitor our business, prevent fraud or theft, remain in compliance with our credit facilitycovenants, and provide reliable financial reports, both to the public and to our lenders. If we fail to maintain the adequacy of our internal controls, both inaccordance with current standards and as standards are modified over time, we could trigger an event of default under our credit facilities or lose theconfidence of the investing community, both of which could result in a material adverse effect on our stock price, limit our ability to borrow funds, or resultin the application of unfavorable commercial terms to borrowings then outstanding.11Table of Contents Company RisksOur business will suffer if we are unable to adequately address potential supplier or customer pricing pressures, particularly with respect to originalequipment manufacturers that have significant pricing leverage over suppliers.Our primary customers are OEMs, who have substantial leverage in setting purchasing and payment terms. We attempt to manage this pricing pressureand to preserve our business relationships with the OEMs by negotiating reasonable price concessions when needed, and by reducing our production coststhrough various measures, which may include managing our purchase process to control the cost of our raw materials and components, and implementingcost-effective process improvements. However, our efforts may not be successful and our operating margins could be negatively impacted.Our revenues could decline or we may lose business if our customers vertically integrate their operations, diversify their supplier base, or transfermanufacturing capacity to other regions.Certain of our businesses or product lines are largely dependent on a relatively few large customers. Although we believe we have an extensivecustomer base, if we were to lose one of these large customers or if such customer were to materially reduce its purchases as a result of vertical integration,supplier diversification, or a shift in regional focus, our revenue, general financial condition and results of operations could be adversely affected.Our credit facility contains certain operational restrictions, reporting requirements, and financial covenants that limit the aggregate availability offunds.Our credit facility is comprised of an asset-based lending (ABL) revolver and a term loan, each of which contains certain financial covenants and otheroperating and reporting requirements that could present risk to our operating results or limit our ability to access capital for use in the business. For a fulldiscussion of the various covenants and operating requirements imposed by our new credit facility and information related to the potential limitations on ourability to access capital, see Item 7 page 31. Management’s Discussion and Analysis of Financial Conditions and Results of Operations-Liquidity andCapital Resources, in this Annual Report on Form 10-K.We may not be able to successfully identify, manage or integrate future acquisitions, and if we are unable to do so, then our rate of growth andprofitability could be adversely affected.We cannot provide assurance that we will be able to identify appropriate targets for acquisition, or that we will successfully manage or integrateacquisition targets once we have purchased them. If we acquire a business for which we do not fully understand or appreciate the specific business risks, if weovervalue an acquisition or fail to conduct effective due diligence on an acquisition, or if we fail to effectively and efficiently integrate a business that weacquire, then there could be a material adverse effect on our ability to achieve the projected growth and cash flow goals associated with the new business,which could result in an overall material adverse effect on our long-term profitability or revenue generation.If our information technology systems fail, or if we experience an interruption in our operations due to an aging IT infrastructure, then our results ofoperations and financial condition could be materially adversely affected.The failure of our information technology systems, our inability to successfully maintain, enhance and/or replace our information technology systemswhen necessary, or a significant compromise of the integrity or security of the data that is generated from our information technology systems, couldadversely affect our results of operations and could disrupt business and prevent or severely limit our ability to respond to data requests from our customers,suppliers, auditors, shareholders, employees or government authorities.We may not have the right personnel in place to achieve our operating goals and the rural location of some of our operations may make it difficult tolocate or hire highly skilled employees.We operate in some rural areas and small towns where the competition for labor can be fierce, and where the pool of qualified employees may be verysmall. If we are unable to obtain skilled workers and adequately trained professionals to conduct our business, we may not be able to manage our business tothe necessary high standards. In addition, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor and therebynegatively impact our profitability.12Table of Contents Equipment failures or catastrophic loss at any of our manufacturing facilities could prevent us from manufacturing our products.An interruption in production capabilities at any of our facilities due to equipment failure, catastrophic loss, or other reasons could result in ourinability to manufacture products, which could severely affect delivery times, return or cancellation rates, and future sales, any of which could result in lowersales and earnings or the loss of customers. Although we have a disaster recovery plan in place, we currently have one plant which is the sole source for ourinsulating spacer business in the United States. If that plant were to experience a catastrophic loss and our disaster recovery plan were to fail, it could have amaterial adverse effect on our results of operations or financial condition.Product liability claims and product replacements could harm our reputation, revenue generation and financial condition, or could result in costsrelated to litigation, warranty claims, or customer accommodations.We have, on occasion, found flaws and deficiencies in the manufacturing, design, testing or installation of our products, which may result from aproduct defect, a defect in a component part provided by our suppliers, or as a result of the product being installed incorrectly by our customer or an end user.The failure of products before or after installation could result in litigation or claims by our customers or other users of the products, which may result in theneed for us to expend legal fees or other related warranty coverage, settlement, or customer accommodation costs related to the replacement of products or theretrofitting of affected structures.Risks Associated with Investment in Quanex SecuritiesOur corporate governance documents or the provisions of Delaware law may delay or preclude a business acquisition or divestiture that stockholdersmay consider to be favorable, which might result in a decrease in the value of our common shares.Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us withoutthe consent of our Board of Directors. These provisions include restrictions on the ability of our stockholders to remove directors and supermajority votingrequirements for stockholders to amend our organizational documents, a classified Board of Directors, and limitations on action by our stockholders bywritten consent. Our Board has recently approved amendments to our Certificate of Incorporation that are designed to declassify director elections and lowerour supermajority voting thresholds, and plans to present those amendments for stockholder approval at our 2016 annual meeting. However, those proposedchanges might not be approved by our stockholders and, as such, the current classified Board structure and supermajority voting requirements may continueto apply in the future. In addition, our Board of Directors has the right to issue preferred stock without stockholder approval, which could be used to dilutethe stock ownership of a potential hostile acquirer. Although we believe these provisions protect our stockholders from coercive or otherwise unfair takeovertactics, and thereby provide for an opportunity for us to receive a higher bid by requiring potential acquirers to negotiate with our Board of Directors, theseprovisions apply even if the offer may be considered beneficial by some stockholders.We have the ability to issue additional equity securities, which would lead to dilution of our issued and outstanding common stock.We are authorized to issue, without stockholder approval, 1,000,000 shares of preferred stock, no par value, in one or more series, which may give otherstockholders dividend, conversion, voting, and liquidation rights, among other rights, which may be superior to the rights of holders of our common stock.The issuance of additional equity securities or securities convertible into equity securities would result in dilution of existing stockholders' equity interests.Our Board of Directors has no present intention to issue any such preferred shares, but has the right to do so in the future. In addition, we were authorized, byprior stockholder approval, to issue up to 125,000,000 shares of our common stock, $0.01 par value per share. These authorized shares can be issued, withoutstockholder approval, as securities convertible into either common stock or preferred stock. Item 1B. Unresolved Staff Comments.None.13Item 2. Properties.The following table lists our principal properties by location, general character and use as of October 31, 2015. These properties are owned by us, unlessindicated otherwise.Location Character & Use of PropertyExecutive Offices Houston, Texas (Lease expires 2023) Executive corporate officeEngineered Products Segment Rice Lake, Wisconsin Fenestration productsChatsworth, Illinois Fenestration productsRichmond, Indiana Fenestration productsSolon, Ohio (Lease expires 2017) Flexible spacer, and adhesive research and salesLuck, Wisconsin Wood productsRichmond, Kentucky Vinyl and composite extrusionsWinnebago, Illinois Vinyl extrusionsMounds View, Minnesota (Lease expires 2016) Fenestration productsKent, Washington (Lease expires 2020) Vinyl and composite extrusionsYakima, Washington (Lease expires 2016) Vinyl extrusionsDubuque, Iowa (Leased expires 2017) Fenestration productsShawano, Wisconsin (Lease expires 2020) Wood flooringCambridge, Ohio, (Lease expires 2021) Flexible spacer and solar adhesivesCoventry, United Kingdom Flexible spacerHeinsberg, Germany (Lease expires 2025) Flexible spacerSacramento, California (Lease expires 2016) Screens for vinyl windows and doorsDes Moines, Iowa (Lease expires 2019) Screens for vinyl windows and doorsPhoenix, Arizona (Lease expires 2015 & 2018) Screens for vinyl windows and doorsDenver, Colorado (Lease expires 2020) Screens for vinyl windows and doorsParis, Illinois (Lease expires 2017) Screens for vinyl windows and doorsParkersburg, West Virginia (Lease expires 2017) Screens for vinyl windows and doorsFontana, California (Lease expires 2019) Screens for vinyl windows and doorsPerrysburg, Ohio (Lease expires 2019) Screens for vinyl windows and doorsChehalis, Washington (Leases expire 2015 & 2019) Screens for vinyl windows and doorsGreenville, Texas (Lease expires 2020) Vinyl extrusionsBurnley, United Kingdom (Lease expires 2020) Flexible/ rigid spacerInternational Extrusion Segment Denby, United Kingdom (Lease expires 2027) Vinyl and composite extrusionsRiddings, United Kingdom (Lease expires 2017) Machinery SalesAlfreton, United Kingdom (Lease expires 2017) Vinyl and composite extrusionsWe believe our operating properties are in good condition and well maintained, and are generally suitable and adequate to carry on our business. Infiscal 2015, our facilities operated at approximately 60% of capacity.Item 3. Legal Proceedings.From time to time, we, along with our subsidiaries, are party to various legal proceedings arising in the ordinary course of business. We reserve forlitigation loss contingencies that are both probable and reasonably estimable. We do not expect that losses resulting from any current legal proceedings willhave a material adverse effect on our consolidated financial statements if or when such losses are incurred.14For discussion of environmental issues, see Item 1, "Business - Environmental and Employee Safety Matters” discussed elsewhere in this Annual Reporton Form 10-K.Item 4. Mine Safety Disclosures.Not Applicable.15Table of Contents PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Our common stock, $0.01 par value, has been listed on the New York Stock Exchange under the ticker symbol NX since April 24, 2008. The followingtable sets forth, for the periods indicated, the high and low sales price per share of our common stock as reported, and the quarterly cash dividend declared pershare on our common stock. NX Stock Price Cash DividendsPeriodHigh Low DeclaredQuarter ended October 31, 2015$20.91 $17.03 $0.04Quarter ended July 31, 201521.93 17.34 0.04Quarter ended April 30, 201521.79 18.64 0.04Quarter ended January 31, 201520.72 17.65 0.04Quarter ended October 31, 201420.26 16.96 0.04Quarter ended July 31, 201419.16 16.50 0.04Quarter ended April 30, 201421.42 17.78 0.04Quarter ended January 31, 2014$20.54 $16.98 $0.04The terms of our revolving credit agreement as of October 31, 2015 do not specifically limit the total amount of dividends or other distributions to ourshareholders. Dividends and other distributions are permitted so long as after giving effect to such dividend or stock repurchase, there is no event of default.There were approximately 2,415 holders of our common stock (excluding individual participants in securities positions listings) on record as ofDecember 11, 2015.Equity Compensation Plan InformationThe following table summarizes certain information regarding equity compensation to our employees, officers and directors under equity compensationplans as of October 31, 2015: (a) (b) (c)Plan CategoryNumber of securitiesto be issued uponexercise of outstandingoptions, warrants andrights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securities remainingavailable for future issuanceunder equity compensation plans(excluding securities reflected incolumn (a))Equity compensation plans approved by security holders2,352,188 $16.46 1,080,907Issuer Purchases of Equity SecuritiesOn September 5, 2014, our Board of Directors approved a stock repurchase program authorizing us to use up to $75.0 million to repurchase shares ofour common stock. During the year ended October 31, 2014, we purchased 1,316,326 shares at a cost of $24.2 million under this program. During the yearended October 31, 2015, we purchased an additional 2,675,903 shares at a cost of $50.8 million. From inception of the program, we purchased 3,992,229shares at a cost of $75.0 million, an average price of $18.77 per share. This program is now closed and no additional purchases are being made thereunder.16Table of Contents Stock Performance GraphThe following chart represents a comparison of the five year total return of our common stock to the Standard & Poor’s 500 Index (S&P 500), theRussell 2000 Index, and a peer group index selected by us, which includes companies offering similar products and services as ours. The companies includedin the peer group are American Woodmark Corp, Apogee Enterprises Inc, Builders FirstSource Inc., Drew Industries Inc., Eagle Materials Inc., GibraltarIndustries Inc., Griffon Corp., Louisiana-Pacific Corp., Simpson Manufacturing Company Inc., Trex Company Inc., NCI Building Systems Inc., Nortek Inc.,Ply Gem Holding Inc., and Universal Forest Products Inc.INDEXED RETURNS For the Years EndedCompany Name / Index 10/31/2010 10/31/2011 10/31/2012 10/31/2013 10/31/2014 10/31/2015Quanex Building Products Corporation $100 $82.69 $111.87 $101.51 $115.27 $109.54S&P 500 Index 100 108.09 124.52 158.36 185.71 195.37Russell 2000 Index 100 106.71 118.78 161.87 172.28 172.86Peer Group $100 $92.71 $153.76 $194.67 $206.51 $220.7217Table of Contents Item 6. Selected Financial Data.The following table presents selected historical consolidated financial and operating data for the periods shown. The selected consolidated financialdata as of October 31, 2015, 2014, 2013, 2012 and 2011 and for each of the fiscal years then ended was derived from our audited consolidated financialstatements for those dates and periods, adjusted for discontinued operations, as indicated. The following information should be read in conjunction with“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes includedelsewhere in this Annual Report on Form 10-K. Fiscal Years Ended October 31, 2015(1) 2014(2)(7) 2013(2)(3) 2012(2)(4)(5)(7) 2011(2)(6)(7) (Dollars in thousands, except per share data)Consolidated Statements of Income Net sales$645,528 $595,384 $554,867 $478,578 $420,258Cost and expenses: Cost of sales499,097 464,584 419,733 355,669 315,765Selling, general and administrative86,536 82,150 98,969 100,884 75,918Depreciation and amortization35,220 33,869 53,521 29,975 25,390Asset impairment charges— 505 1,465 912 1,799Operating income (loss)24,675 14,276 (18,821) (8,862) 1,386Non-operating income (expense): Interest expense(991) (562) (621) (431) (430)Other, net(531) 92 170 225 (510)Income (loss) from continuing operations before income taxes23,153 13,806 (19,272) (9,068) 446Income tax benefit (expense)(7,539) (5,468) 6,888 2,507 (857)Income (loss) from continuing operations15,614 8,338 (12,384) (6,561) (411)Income (loss) from discontinued operations, net of taxes479 20,896 681 (9,973) 9,477Net income (loss)$16,093 $29,234 $(11,703) $(16,534) $9,066Basic earnings per common share: Basic earnings (loss) from continuing operations$0.46 $0.22 $(0.34) $(0.18) $(0.01)Basic earnings (loss) from discontinued operations0.01 0.57 0.02 (0.27) 0.25Basic earnings (loss) per share$0.47 $0.79 $(0.32) $(0.45) $0.24Diluted earnings per common share: Diluted earnings (loss) from continuing operations$0.46 $0.22 $(0.34) $(0.18) $(0.01)Diluted earnings (loss) from discontinued operations0.01 0.56 0.02 (0.27) 0.25Diluted earnings (loss) per share$0.47 $0.78 $(0.32) $(0.45) $0.24Cash dividends declared per share$0.16 $0.16 $0.16 $0.16 $0.16Other Financial & Operating Data Income (loss) from continuing operations, percent of net sales2.4% 1.4% (2.2)% (1.4)% —%Cash provided by operating activities$67,087 $20,778 $43,519 $26,478 $52,944Cash (used for) provided by investing activities(160,144) 74,124 (59,687) (41,704) (135,367)Cash used for financing activities(4,581) (24,459) (4,869) (3,928) (14,914)Acquisitions, net of cash acquired131,689 5,161 22,096 — 110,845Capital expenditures$29,982 $33,779 $37,931 $42,871 $25,312Selected Consolidated Balance Sheet Data at Year End Cash and cash equivalents$23,125 $120,384 $49,734 $71,252 $89,616Total assets572,031 517,113 571,815 589,538 584,929Long-term debt, excluding current portion55,041 586 701 789 860Total liabilities$176,736 $96,193 $155,621 $167,711 $147,70318Table of Contents (1) In June 2015, we acquired all of the outstanding share capital of Flamstead Holdings Limited, a vinyl profile extruder with operations located in theUnited Kingdom, following a pre-acquisition reorganization. The results of operations of this acquired business have been included in our consolidatedoperating results since the date of acquisition, June 15, 2015, contributing net income of $1.5 million.(2) In April 2014, we sold Nichols to Aleris. Accordingly, the assets and liabilities of Nichols were reported as discontinued operations in the consolidatedbalance sheets for the applicable periods presented, and the related operating results are reported as discontinued operations in the consolidatedstatements of income (loss) presented, as applicable.(3)In December 2012, we acquired substantially all the assets of Alumco, Inc. and its subsidiaries, a manufacturer of window screens, with multiple facilitieswithin the United States. Alumco provided revenues of $49.1 million and a net loss of approximately $0.1 million for the period December 2012 throughOctober 31, 2013.(4) In November 2011, we announced a consolidation program for two of our insulating glass manufacturing facilities, whereby we closed a facility inBarbourville, Kentucky. This facility consolidation was completed ahead of schedule in August 2012. In fiscal 2012, we recorded expenses totaling $9.0million ($5.9 million net of tax) related to this consolidation.(5) In fiscal 2012, we experienced a strike at two of our Nichols facilities in Davenport, Iowa, which had a negative impact on income (loss) fromdiscontinued operations, reducing operating income by approximately $11.1 million ($7.3 million net of tax), including a reduction in sales volume andincremental direct costs.(6) In March 2011, we acquired Edgetech, I.G. Inc. and its German subsidiary. Headquartered in Cambridge, Ohio, Edgetech has three manufacturingfacilities, one each in the United States, United Kingdom and Germany, that produced and marketed a full line of warm edge insulating glass spacersystems for window and door customers in North America and abroad. In addition, in March 2011, we acquired a small vinyl extrusion facility inYakima, Washington. Accordingly, the estimated fair value of assets acquired in the acquisition and the results of operations were included in ourconsolidated financial statements as of the effective date of the acquisition.(7) In fiscal 2011, we recognized an expense of $1.9 million ($1.1 million net of tax) to increase our warranty reserve associated with a discontinued legacyproduct and claims. In fiscal 2014, we decreased our warranty reserve and reduced expense by $2.8 million ($1.8 million net of tax) related to claimsassociated with this discontinued legacy product.19Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.The following discussion and analysis contains forward-looking statements based on our current assumptions, expectations, estimates and projectionsabout our business and the homebuilding industry, and therefore, it should be read in conjunction with our consolidated financial statements and relatednotes thereto, as well as "Cautionary Note Regarding Forward-Looking Statements" discussed elsewhere within this Annual Report on Form 10-K. For alisting of potential risks and uncertainties which impact our business and industry, see Item 1A, “Risk Factors.” Actual results could differ from ourexpectations due to several factors which include, but are not limited to: market price and demand for our products, economic and competitive conditions,capital expenditures, new technology, regulatory changes and other uncertainties. Unless otherwise required by law, we undertake no obligation to publiclyupdate any forward-looking statements, even if new information becomes available or other events occur in the future.Our BusinessWe manufacture components primarily for the window and door (fenestration) industry, which include (1) energy-efficient flexible insulating glassspacers, (2) extruded vinyl profiles, (3) window and door screens, and (4) precision-formed metal and wood products for original equipment manufacturers(OEMs). In addition, we provide certain non-fenestration components and products, which include solar panel sealants, wood flooring, trim moldings, plasticdecking, fencing, water retention barriers, hardware and conservatory roof components. In November 2015, we expanded our product offerings by acquiring abusiness that manufactures cabinet doors and other components for OEMs in the kitchen and bathroom cabinet industry. We use low-cost productionprocesses and engineering expertise to provide our customers with specialized products for their specific window, door, wood flooring, and cabinetapplications. We believe these capabilities provide us with unique competitive advantages. We serve a primary customer base in North America and theUnited Kingdom, and also serve customers in international markets through our operating plants in the United Kingdom and Germany, as well as throughsales and marketing efforts in other countries.We continue to invest in organic growth initiatives and have completed several targeted business acquisitions. We intend to continue to pursuebusiness acquisitions which may include vertically integrated vinyl extrusion businesses, screen manufacturers, wood product or cabinet door manufacturersor businesses in complementary industries that allow us to expand our existing fenestration and wood product footprint, enhance our product offerings,provide new complementary technology, enhance our leadership position within the markets we serve, and expand into new markets or service lines.We have two reportable business segments: (1) Engineered Products segment, comprised of four operating segments focused on the fenestration market,primarily within North America, and (2) International Extrusion segment, comprised solely of a United Kingdom-based vinyl extrusion business acquired onJune 15, 2015. We are currently evaluating our reportable segment presentation with regard to the cabinet door business acquired in November 2015, andwith regard to the International Extrusion segment and the presentation of our European fenestration business. The accounting policies of our operatingsegments are the same as those used to prepare our accompanying consolidated financial statements.Subsequent EventOn November 2, 2015, we completed the merger of QWMS, Inc., a Delaware corporation which was a newly-formed and wholly-owned Quanexsubsidiary, and WII Holding, Inc. (WII), a Delaware corporation. Upon satisfaction or waiver of conditions set forth in the merger agreement, QWMS, Inc.merged with and into WII, and WII became our wholly-owned subsidiary, through which we acquired all the subsidiaries of WII (referred to collectively asWoodcraft). Woodcraft is a manufacturer of cabinet doors and other components to OEMs in the kitchen and bathroom cabinet industry. Woodcraft operates12 plants within the United States and one plant in Mexico. Woodcraft is a leader in outsourced doors and components to OEMs in the kitchen and bathroomcabinet industry. We believe Woodcraft operates under a similar business model as us by cultivating relationships with industry-leading OEMs andproviding quality value-added products. This acquisition represents our entry into a new segment of the building products industry, which is experiencingfavorable growth and which is less susceptible to the impact of seasonality due to inclement weather.20Table of Contents Recent TransactionsOn June 15, 2015, we acquired the outstanding ownership shares of Flamstead Holdings Limited, an extruder of vinyl lineal products and manufacturerof other plastic products incorporated and registered in England and Wales, for $131.7 million in cash, net of cash acquired, $7.7 million of debt assumed andcontingent consideration of $10.3 million, resulting in preliminary goodwill of approximately $61.5 million. Following a pre-sale reorganization andpurchase, Flamstead Holdings Limited owned 100% of the ownership shares of the following subsidiaries: HL Plastics Limited, Vintage Windows Limited,Wegoma Machinery Sales Limited, and Liniar Limited (collectively referred to as “HLP”), and each registered in England and Wales. This acquisition issubject to an earn-out provision calculated as a percentage of EBITDA earned, as defined in the agreement, and permits the former owner to select themeasurement periods as one of the three succeeding twelve-month periods ended July 31 (2016, 2017 or 2018). For purposes of the preliminary purchaseprice allocation, the earn-out has been calculated using a probability weighting and has been adjusted for the time-value of money, with greater weight givento the third (and final) twelve-month period (when the EBITDA measure is expected to be greatest). We believe that this acquisition expands our vinylextrusion product offerings and expands our international presence in the global fenestration business.On April 1, 2014, we sold our interest in a limited liability company which held the net assets of our Nichols Aluminum business (Nichols) to AlerisInternational, Inc. (Aleris), a privately held Delaware corporation which provides aluminum rolled products and extrusions, aluminum recycling andspecification aluminum alloy production. We received net proceeds of $107.4 million, which includes a working capital adjustment of $2.6 million which wepaid in June 2014, resulting in a gain on the transaction of $24.1 million, net of related taxes of $15.0 million. Our purchases of aluminum product fromNichols for the years ended October 31, 2015, 2014 and 2013 were $9.5 million, $14.9 million and $12.6 million, respectively.Prior to the sale, Nichols was the sole operating segment included in our Aluminum Sheet Products reportable segment. Consistent with U.S. GAAP, wehave recorded this business as a discontinued operation for all applicable periods presented, and reclassified the results of operations of Nichols into a singlecaption on the accompanying statements of income (loss) as “Income (Loss) from Discontinued Operations, net of Taxes.”In November 2013, Nichols experienced a fire at its Decatur, Alabama facility, which damaged a cold mill used to press aluminum sheeting to a desiredthickness. The loss was insured, subject to a $0.5 million deductible. We capitalized $6.5 million to rebuild the asset, which was returned to service as ofMarch 31, 2014. We incurred costs of $2.3 million associated with this loss, including an impairment of $0.5 million related to retirement of the asset,moving costs, outside service costs, clean-up and the deductible. We received insurance proceeds totaling $6.1 million, resulting in a recognized gain oninvoluntary conversion of $3.7 million.In December 2013, we acquired certain vinyl extrusion assets of Atrium Windows and Doors, Inc. (Atrium) at a facility in Greenville, Texas, for $5.2million in cash (Greenville). We accounted for this transaction as a business combination resulting in an insignificant gain on the purchase. We entered into asupply agreement with Atrium related to the products manufactured at Greenville. We believe this acquisition expanded our vinyl extrusion capacity andpositioned us with a platform from which to better serve our customers in the southern United States.Market Overview and OutlookWe believe the primary drivers of our operating results continue to be North American new home construction and residential remodeling andreplacement (R&R) activity. We believe that housing starts and window shipments are indicators of activity levels in the home building and windowindustries, and we use this data, as published by or derived from third-party sources, to evaluate the market. We have historically evaluated the market usingdata from the National Association of Homebuilders (NAHB) with regard to housing starts, and published reports by Ducker Worldwide, LLC (Ducker), aconsulting and research firm, with regard to window shipments. These sources generally provide information about activity levels in the United States.Housing starts and window shipments in the United States have increased in recent years, although the rate of increase in 2015 has been slower thanforecasted since the housing recovery began in 2010. The National Association of Homebuilders (NAHB) has forecasted calendar-year housing starts toincrease from 1.1 million units in 2014 to 1.2 million units in 2015 and 1.3 million units in 2016, reflecting increasing consumer confidence and a healthiereconomy. Ducker indicated that window shipments in the R&R market are expected to increase from 26.8 million units in 2014 to 27.7 million units in 2015and 29.1 million units in 2016, and new construction window shipments are forecasted to increase at a higher pace. Derived from reports published byDucker, the overall growth in window shipments for the trailing twelve-month period ended September 30, 2015 was 6.5%. During this period, growth in newconstruction increased 9.9%, while growth in R&R activity increased 4.0%. Growth in new construction continues to outpace the growth in R&R, with agreater portion of the new construction growth associated with multi-family housing. While our analysis and market intelligence projects a continued steadyrecovery in the housing market, due to numerous21Table of Contents macroeconomic and demographic factors, we have a more conservative outlook on the growth and recovery of the market than NAHB and Ducker.As a result of the acquisition of HLP in June 2015, our international presence has expanded. The HLP business is largely focused on the sale of vinylhouse systems under the trade name “Liniar” to smaller window manufacturers in the United Kingdom. HLP is one of the larger providers of vinyl extrudedproduct in the United Kingdom in terms of volume shipped. Similar to our domestic business, management evaluates the fenestration market in the UnitedKingdom based on published reports and forecasts in terms of housing starts in the public and private sectors and window shipments. Currently, the UnitedKingdom is experiencing a shortage in affordable housing, with rising demand due in part to a growing immigrant population. HLP’s primary customers aresmaller window fabricators, as opposed to the larger OEMs that comprise a large portion of the North American market. These manufacturers seek theperceived quality and technology of the specific products identified by the Liniar trade name. In addition, HLP services non-fenestration markets includingthe manufacture of roofing for conservatories, vinyl decking and vinyl water retention barriers used for landscaping. We believe there are growthopportunities within these markets in the United Kingdom and potential synergies which may enable us to sell complementary products.Woodcraft manufactures kitchen and bathroom cabinet doors, amongst other products, using a variety of woods from traditional hardwoods toengineered wood products. Currently, Woodcraft sells all of its products in the United States, so domestic housing starts and R&R activity constitute theprimary drivers of this business as well. Although NAHB forecasts indicate expected continued growth in the United States housing market, much of thisanticipated growth is in new construction for multi-family dwellings, or rental properties, which is not the primary market for Woodcraft’s products.Changes in regulation of energy standards can impact our business. Regulators in the United States have not made significant changes to energystandards in recent years. Higher energy efficiency standards are being implemented in Europe, which should bode well for our fenestration-related businessin the European markets that we serve. We continue to be optimistic about our growth prospects in Europe, particularly in the United Kingdom, Germany andScandinavian countries, where the push for higher energy efficiency standards has been the strongest. Older technology cold-edge spacers are still a dominantforce in these regions and garner a larger portion of the total market share in Europe relative to the United States. We operate warm-edge spacer plants in theUnited Kingdom and in Germany. We believe we can become the provider of choice as demand for more energy-efficient warm-edge spacers grows andeventually displaces cold-edge spacers.The housing recovery continues to improve in the United States, but there remain challenges to growth prospects in the markets that we serve. In theUnited States, our growth is somewhat dependent upon the growth of our customers, particularly the national OEMs. If these customers lose market share orexert pricing pressure on us, our business may be negatively impacted. Furthermore, our growth can be impeded by the availability and pricing of critical rawmaterials, and our ability to pass this incremental cost to our customers through surcharges. We utilize several commodities in our business for which pricingcan fluctuate, including polyvinyl resin (PVC), petroleum products, aluminum and wood. We typically include surcharges in our customer contracts whichallow us to pass a portion of these price fluctuations onto our customers. However, these surcharges are negotiated with our customers and may not be fullyeffective in reducing our exposure to changing commodity prices. Although we benefit from lower commodity prices associated with these products used inour business, our customer contracts may require concessions if prices decline below a designated threshold, which has impacted our operating results duringfiscal 2015.Outside the United States, we continue to experience demand for our products in certain markets, such as Europe, Australia and Scandinavia, but lessdemand in other traditional markets, such as Canada. Conflict in Russia and Ukraine has impacted our spacer export business during 2015, and recovery ofthe global economy remains uncertain due to currency devaluations, political unrest and terror threats. These and other macro-economic factors haveimpacted the global financial markets, which may have contributed to significant changes in foreign currencies which have impacted our operating resultsduring 2015.We are optimistic about our growth prospects in the near-term. We believe the recent acquisitions of HLP and Woodcraft diversify our product offeringsand provide new avenues to grow our business, while we continue to focus on enhancing manufacturing efficiencies and customer service in order to providea quality, value-added product to our North American fenestration customers.22Table of Contents Comparison of the fiscal years ended October 31, 2015 and 2014This table sets forth our consolidated results of operations for the twelve-month periods ended October 31, 2015 and 2014. For the Years Ended October 31, 2015 2014 2015 vs. 2014 Amounts % of Sales Amounts % of Sales $ Change % Change (Dollars in millions)Net sales$645.5 100% $595.4 100% $50.1 8%Cost of sales499.1 77% 464.6 78% 34.5 7%Selling, general and administrative86.5 13% 82.1 14% 4.4 5%Depreciation and amortization35.2 5% 33.9 6% 1.3 4%Asset impairment charges— —% 0.5 —% (0.5) (100)%Operating income24.7 4% 14.3 2% 10.4 73%Interest expense(1.0) —% (0.6) —% (0.4) 67%Other, net(0.5) —% 0.1 —% (0.6) (600)%Income tax expense(7.6) (1)% (5.5) (1)% (2.1) 38%Income from continuing operations$15.6 2% $8.3 1% $7.3 88%Income from discontinued operations$0.5 —% $20.9 4% $(20.4) (98)%Net income$16.1 2% $29.2 5% $(13.1) (45)%Our operating results for 2015 include the contribution of HLP for the period from the date of acquisition, June 15, 2015, through October 31, 2015.The following table presents our consolidated operating results for the year ended October 31, 2015 excluding the results of HLP: Consolidated HLP Adjusted % of Sales (Dollars in millions)Net sales$645.5 $42.2 $603.3 100%Cost of sales499.1 34.4 464.7 77%Selling, general and administrative86.5 3.1 83.4 14%Depreciation and amortization35.2 3.3 31.9 5%Operating income$24.7 $1.4 $23.3 Operating income margin4% 3% 4% Excluding the contribution of HLP, we experienced modest sales growth on a year-over-year basis. The year-over-year growth in window shipmentsas derived from preliminary data provided by Ducker for the twelve months ended September 30, 2015 was 6.5%. By comparison, our sales growth was 0.8%,as adjusted for certain foreign and other results to be more comparable to Ducker and excluding HLP. Our operations were impacted by the effects in foreignexchange rates and a decrease in revenue from oil surcharges and a planned decline in our vinyl profile business, as more fully described below. We expectour growth rates to converge with the Ducker growth rates during fiscal 2016. Our year-over-year results by reportable segment follows.23Table of Contents Changes Related to Operating Income by Reportable Segment:Engineered Products For the Years Ended October 31, 2015 2014 $ Change % Change (Dollars in millions)Net sales$603.3 $595.4 $7.9 1%Cost of sales464.7 464.7 — —%Selling, general and administrative55.0 57.1 (2.1) (4)%Depreciation and amortization30.6 30.8 (0.2) (1)%Asset impairment charges— 0.5 (0.5) (100)%Operating income$53.0 $42.3 $10.7 25%Operating income margin9% 7% Net Sales. Net sales increased $7.9 million, or 1%, for the twelve months ended October 31, 2015 compared to the same period in 2014. On a year-over-year basis, we experienced an $8.6 million increase in sales attributable to favorable pricing and an additional $9.7 million increase in sales associated withan increase in volume. Although we experienced a decrease in volume associated with a large customer for our vinyl extrusion business, the decline was morethan offset by the contribution of other customers and a general increase in activity levels in 2015 relative to 2014. However, these gains were partially offsetby the unfavorable effect of changes in foreign exchange rates which reduced sales by $7.8 million, due to movements of the United States dollar during2015 relative to the euro and British pounds sterling, as well as a decline in revenues of $3.2 million associated with an oil surcharge on our butyl-basedproducts (offset by a decrease in the cost of this commodity, which minimized the impact to our operating margin).Cost of Sales. The cost of sales was consistent for the twelve months ended October 31, 2015 and 2014. However, for 2014, the results included abenefit associated with a decrease in warranty accruals of $3.0 million, of which $2.8 million related to a warranty reserve reversal for a certain spacer productfor which claim activity had ceased. Excluding this warranty reversal, cost of sales would have decreased $3.0 million, or 1%. Consistent with the net salesdiscussion above, cost of sales was impacted by changes in sales volume and the resulting impact on product mix. Excluding the warranty reversal, theoverall decrease in cost of sales was primarily attributable to lower year-over-year repair and maintenance costs for our vinyl extrusion business, reducedmaterial costs attributable to lower commodity prices and renegotiated supplier agreements, as well as some favorable labor efficiencies, partially offset byhigher health insurance and workers’ compensation insurance costs and increases in inventory reserves.Selling, General and Administrative. Our selling, general and administrative expenses decreased by $2.1 million, or 4%, for the twelve months endedOctober 31, 2015 compared to the same period in 2014. The decrease in expense reflects selected headcount reductions and workforce realignments whichoccurred during 2014, resulting in severance accruals that did not recur in 2015.Depreciation and Amortization. Depreciation and amortization expense decreased $0.2 million for the twelve months ended October 31, 2015compared to the same period in 2014 as the incremental depreciation and amortization expense associated with property, plant and equipment and intangibleassets placed into service during the trailing twelve months ended October 31, 2015, was offset by the run-off of depreciation expense associated withexisting assets and disposals.Asset Impairment Charges. We recorded an impairment loss of $0.5 million in April 2014 to reduce the value of a facility in Barbourville, Kentucky tomarket value as of April 30, 2014. This facility was subsequently sold in May 2014, resulting in an insignificant realized loss on the sale. No suchimpairment was incurred during the twelve months ended October 31, 2015.24Table of Contents Corporate & Other For the Years Ended October 31, 2015 2014 $ Change % Change (Dollars in millions)Net sales$— $— $— —%Cost of sales(0.1) (0.1) — —%Selling, general and administrative28.4 25.0 3.4 14%Depreciation and amortization1.3 3.1 (1.8) (58)%Operating loss$(29.6) $(28.0) $(1.6) 6%Cost of Sales. Cost of sales for Corporate & Other consists of the elimination of inter-segment profit in inventory and changes in the LIFO reserve andother costs.Selling, General and Administrative. Our selling, general and administrative expenses increased $3.4 million, or 14%, for the twelve months endedOctober 31, 2015 compared to the same period in 2014, due primarily to an increase in transaction fees of $5.1 million associated with the acquisitions ofHLP and Woodcraft. Partially offsetting this increase in expense was a decrease in long-term incentive compensation which fluctuates due to changes in theprice of our common stock, reduced headcount and lower deferred compensation costs, partially offset by an increase in health insurance costs and incentiveaccruals based on earnings.Depreciation and Amortization. Depreciation and amortization expense decreased $1.8 million, or 58%, for the twelve months ended October 31, 2015compared to the same period in 2014, reflecting the discontinuance of an ERP project in 2013, for which certain assets remained in use for several monthsduring fiscal year 2014, and therefore provided depreciation expense in 2014 that did not recur in 2015, and reflecting the normal run-off of depreciationexpense associated with other related computer software, hardware and licensing through January 2015.Changes related to Non-Operating Items:Interest Expense. Interest expense increased $0.4 million for the twelve-month period ended October 31, 2015 compared to the same period in 2014due to a higher debt balance under our revolving credit facility. We borrowed $92.0 million in June 2015 to facilitate the acquisition of HLP, of which $42.0million had been repaid as of October 31, 2015.Other, net. The increase in other net expense of $0.6 million for the twelve months ended October 31, 2015 compared to the same period in 2014 wasdue primarily to net foreign exchange transaction losses, including a realized loss of $0.2 million associated with an unhedged foreign currency position withregard to the borrowings to fund the HLP transaction. The HLP entities were recapitalized in late 2015 in order to reduce our exposure to foreign currency ratechanges.Income Taxes. We recorded income tax expense of $7.6 million for the twelve months ended October 31, 2015, an effective rate of 32.6%, whichincluded a discrete benefit of $0.8 million associated with the reversal of a liability for tax benefit associated with an uncertain tax position which stems fromthe 2008 spin-off of Quanex from a predecessor company. Excluding this discrete item, the effective tax rate would have been 36.0%. For the twelve monthsended October 31, 2014, we recorded an income tax expense of $5.5 million, an effective rate of 39.6%, which included a discrete expense item of $0.7million, net of tax, associated with the incorporation of a subsidiary in the United Kingdom. Excluding this discrete item, the effective tax rate would havebeen 34.9%. The remaining difference in the effective rates between these periods relates to the impact of the foreign tax rate differential and permanentitems.Income from Discontinued Operations, Net of Tax. During the twelve months ended October 31, 2015, we recorded a gain on involuntary conversion of$0.5 million, net of tax, associated with the receipt of insurance proceeds from a fire experienced by a Nichols facility in 2013. During the twelve monthsended October 31, 2014, we recorded a gain on the sale of Nichols of $24.1 million, net of tax of $15.0 million as of April 1, 2014. Excluding this gain, wewould have recorded a loss from discontinued operations during 2014 of $3.2 million. Of this amount, we recorded a loss of $5.1 million from operations forthe period November 1, 2013 through April 1, 2014, reflecting relatively higher aluminum commodity prices resulting in lower throughput and lowervolume, partially offset by the gain on involuntary conversion associated with the cold mill fire of $1.9 million, net of tax and impairment charge, receivedduring 2014.25Table of Contents Comparison of the fiscal years ended October 31, 2014 and 2013This table sets forth our consolidated results of operations for the twelve-month periods ended October 31, 2014 and 2013. For the Years Ended October 31, 2014 2013 2014 vs. 2013 Amounts % of Sales Amounts % of Sales $ Change % Change (Dollars in millions)Net sales$595.4 100% $554.9 100% $40.5 7%Cost of sales464.6 78% 419.7 76% 44.9 11%Selling, general and administrative82.1 14% 99.0 18% (16.9) (17)%Depreciation and amortization33.9 6% 53.5 10% (19.6) (37)%Asset impairment charges0.5 —% 1.5 —% (1.0) (67)%Operating income (loss)14.3 2% (18.8) (3)% 33.1 176%Interest expense(0.6) —% (0.7) —% 0.1 (14)%Other, net0.1 —% 0.2 —% (0.1) (50)%Income tax (expense) benefit(5.5) (1)% 6.9 1% (12.4) (180)%Income (loss) from continuing operations$8.3 1% $(12.4) (2)% $20.7 (167)%Income from discontinued operations$20.9 4% $0.7 —% $20.2 2,886%Net income (loss)$29.2 5% $(11.7) (2)% $40.9 (350)%Window shipments, derived from preliminary data provided by Ducker for the year-over-year twelve-month periods ended September 30, 2014 and2013, reflect an overall growth rate of 5.3% compared to a growth rate of 5.4% for our year-over-year results during the same period, as adjusted for certainforeign and other results, including pro forma results for Alumco for the period November 1, 2012 through the date of acquisition, December 31, 2012, to bemore comparable to Ducker.Changes Related to Operating Income (Loss) by Reportable Segment:Engineered Products For the Years Ended October 31, 2014 2013 $ Change % Change (Dollars in millions)Net sales$595.4 $554.9 $40.5 7%Cost of sales464.7 419.6 45.1 11%Selling, general and administrative57.1 57.2 (0.1) —%Depreciation and amortization30.8 31.3 (0.5) (2)%Asset impairment charges0.5 1.5 (1.0) (67)%Operating income$42.3 $45.3 $(3.0) (7)%Operating income margin7% 8% Net Sales. Net sales increased $40.5 million, or 7%, for fiscal 2014 compared to fiscal 2013. The results for 2014 include incremental sales of $12.7million associated with the Alumco business acquired in December 2012, reflecting a full year of activity in 2014 versus ten months of activity in 2013, aswell as the effect of price increases during the latter half of 2014 and higher volume. We experienced higher sales volume for our insulating glass spacerproducts, including strong core United States sales, increased export sales, better-than-expected results for our solar product line, and favorable salesassociated with the European operations, despite some challenges with customer returns and allowances in Europe. In addition, our window screen accessoryproducts were in higher demand in 2014 resulting in favorable pricing, primarily for our wood products. Our vinyl profile product sales were favorablyimpacted by the volume associated with the Greenville asset acquisition in December 2013, as well as an increase from resin surcharges for a portion of ourvinyl profiles as resin prices increased throughout 2014. Our vinyl profile product sales were unfavorably impacted by price concessions, contractualprovisions in annual contracts that limit the amount of increased vinyl resin cost we can pass to customers, other pricing pressure and an increase in salesreturns and allowances. Overall26Table of Contents improvement in the housing market in the United States is trending toward new construction of multi-family homes which generally contain lower-cost, lessenergy-efficient windows.Cost of Sales. The increase in cost of sales of $45.1 million, or 11%, for fiscal 2014 compared to fiscal 2013 correlates to a 7% increase in net sales, asdescribed above. The primary reason for the decrease in margin during 2014 was related to a series of increases in the cost of resin, a major raw material usedin our vinyl products. We also experienced labor inefficiencies partially attributable to delays associated with new extrusion lines, higher repair andmaintenance costs, and freight costs. These increases in cost were partially offset by favorable material price variances for butyl, a commodity used for our IGspacer products, as well as other material savings. We recorded a decrease in warranty accruals of $3.0 million, of which $2.8 million related to a warrantyaccrual for a specific customer which was settled in December 2013. Furthermore, we continue to evaluate our cost structure to reduce overhead and align ourstaffing needs to maximize efficiency.Selling, General and Administrative. Our selling, general and administrative expenses were consistent in 2014 compared to 2013.Depreciation and Amortization. Depreciation and amortization expense decreased $0.5 million, or 2%, for fiscal 2014 compared to fiscal 2013primarily due to the incremental depreciation and amortization expense associated with the Alumco acquisition, which had a larger impact on fiscal 2013, asmany of the assets acquired had a relatively short useful life assigned, and due to the normal run-off of fixed assets and intangible assets which became fullydepreciated during these periods. Partially offsetting these decreases in depreciation and amortization expense was the expense associated with assets placedinto service during fiscal 2014, including the Greenville assets acquired in December 2013.Asset Impairment Charges. We recorded an impairment loss of $0.5 million in April 2014 associated with a facility in Barbourville, Kentucky. Thisfacility was subsequently sold in May 2014, resulting in an insignificant realized loss on the sale.Corporate & Other For the Years Ended October 31, 2014 2013 $ Change % Change (Dollars in millions)Net sales$— $— $— —%Cost of sales(0.1) 0.1 (0.2) (200)%Selling, general and administrative25.0 41.8 (16.8) (40)%Depreciation and amortization3.1 22.2 (19.1) (86)%Operating loss$(28.0) $(64.1) $36.1 (56)%Cost of Sales. Cost of sales for Corporate & Other consists of the elimination of inter-segment profit in inventory, changes in the LIFO reserve and othercosts.Selling, General and Administrative. Our selling, general and administrative expenses decreased $16.8 million, or 40%, for fiscal 2014 compared tofiscal 2013. Of this amount, $9.9 million represents the cost incurred in 2013 associated with our ERP implementation project which was ceased in August2013. No such implementation costs were incurred for the comparative period in 2014. In addition, we reduced our headcount associated with theinformation technology structure that was originally built to support the ERP project; we streamlined our sales and marketing group; and we implementedselective headcount reductions. Costs associated with transaction fees totaled $0.5 million in 2014 compared to $1.0 million of such fees in 2013. Althoughour stock-based compensation expense declined year-over-year, this decline was offset by an increase in compensation cost associated with long-termincentive arrangements tied to the performance of our common stock. In addition, our incentive compensation costs increased in 2014 as a result of morefavorable operating results year-over-year.Depreciation and Amortization. Depreciation and amortization expense decreased $19.1 million, or 86%, for fiscal 2014 compared to fiscal 2013,primarily associated with the cessation of our ERP project in 2013. For the year ended October 31, 2013, we incurred incremental costs of $19.8 million ofdepreciation expense associated with the assets placed in service in conjunction with the ERP implementation. When the project ceased in August 2013, theremaining useful lives for the majority of the assets were accelerated to October 2013. Therefore, a relatively small amount of depreciation expense incurredin fiscal 2014 was associated with the ERP implementation effort.27Table of Contents Changes Related to Non-Operating Items:Interest Expense. Interest expense decreased slightly during fiscal 2014 compared to fiscal 2013. During 2013, we borrowed $23.5 million to fund theAlumco acquisition and other working capital needs. This debt was retired within several months. No similar borrowings occurred during 2014.Other, Net. Other, net expense was not significant during fiscal 2014 or fiscal 2013, and related primarily to net gains and losses on foreign currencyexchange transactions and interest income.Income Taxes. We recorded income tax expense associated with continuing operations of $5.5 million during fiscal 2014 compared to a tax benefit of$6.9 million during fiscal 2013. The change in tax expense was driven by the change in pre-tax income which totaled $13.8 million for the year endedOctober 31, 2014 compared to a pre-tax loss of $19.3 million for the year ended October 31, 2013, reflecting an effective tax rate of 39.6% and 35.7% for therespective years. Additional items impacting the effective rate were the foreign tax rate differential, the effect of permanent book-to-tax differences, return toactual results and a discrete item totaling $1.1 million in 2014 associated with the incorporation a branch in the United Kingdom as a subsidiary. In addition,we implemented certain tax strategies during 2014 which we believe will favorably reduce our effective rate in future periods, but had an unfavorable impacton the deferred tax rate for fiscal 2014.Income from Discontinued Operations. We sold Nichols on April 1, 2014 and recorded a gain on the sale of $24.1 million, net of tax of $15.0 million.Excluding this gain, the loss from discontinued operations would have been a loss of $5.1 million for the period from November 1, 2013 (start of the fiscalyear) through the date of sale, April 1, 2014, compared to income of $0.7 million for the year ended October 31, 2013. The results for Nichols prior to the salein 2014 reflected the unfavorable impact of aluminum commodity prices, which contributed to lower throughput and lower volume, partially offset by thegain on involuntary conversion associated with the cold mill fire. The results for Nichols in 2013 include a full-year of activity.Liquidity and Capital ResourcesOverviewHistorically, our principal sources of funds were cash on hand, cash flow from operations, and borrowings under our $150 million Senior UnsecuredRevolving Credit Facility (the Credit Facility). As of October 31, 2015 we had $23.1 million of cash and equivalents, $86.6 million available under theCredit Facility and outstanding letters of credit of $5.9 million, which included $50.0 million of borrowings outstanding under our Credit Facility and $6.9million outstanding under capital leases and other debt vehicles.On November 2, 2015, we acquired Woodcraft, a manufacturer of cabinet doors and other components supplying OEMs in the kitchen and bathroomcabinet industry, for which we paid $245.9 million in cash, net of cash acquired, subject to a working capital true-up and including certain holdbacks withregard to potential indemnity claims, as more fully described in the accompanying notes to consolidated financial statements (Note 22, “SubsequentEvents”). We expect this acquisition to generate incremental earnings and cash flows for fiscal 2016.In order to fund this acquisition, we entered into a commitment letter arrangement on August 30, 2015, with Wells Fargo Bank, National Association(“Wells Fargo”) and Wells Fargo Securities, LLC, through which Wells Fargo committed to provide us with senior secured credit facilities of $410.0 millionconsisting of an asset-based lending (ABL) revolving credit facility of $100.0 million (for which the borrowing base would be determined monthly) and aterm loan facility of $310.0 million. This facility was syndicated in October 2015, and a consortium of banks and investors agreed to provide the funding forthis credit facility, with Wells Fargo as Administrative Agent. On November 2, 2015, we borrowed $310.0 million under the term loan facility and $10.5million under the ABL facility to fund the Woodcraft acquisition, to refinance and retire outstanding debt of $50.0 million under our then-existing creditfacility and to pay fees associated with the new credit facility. We may borrow funds under this facility in the future to pay transaction related costs and tofund other general working capital needs. We recorded an expense charge of $0.5 million in November 2015 to write off the unamortized deferred financingfees associated with our prior credit facility.Cash and cash equivalents decreased by $97.3 million during the year ended October 31, 2015 due primarily to the acquisition of HLP, the purchaseof treasury shares, use of capital to invest in our manufacturing facilities, payment of dividends to our shareholders and funding on-going operationalactivities.28Table of Contents Analysis of Cash FlowThe following table summarizes our cash flow results for the years ended October 31, 2015, 2014 and 2013: Year Ended October 31, 2015 2014 2013 (In millions)Cash flows provided by operating activities$67.1 $20.8 $43.5Cash flows (used in) provided by investing activities(160.1) 74.1 (59.7)Cash flows used in financing activities$(4.6) $(24.5) $(4.9)Operating ActivitiesCash provided by operating activities increased $46.3 million for the year ended October 31, 2015 compared to the year ended October 31, 2014. To alarge extent, this year-over-year change is due to the sale of the Nichols business on April 1, 2014, for which we incurred an operating loss for five months in2014, resulting in a net loss before the gain on the sale of the business in April 2014, with no comparable activity for fiscal year 2015. As permitted by GAAP,we combined the Nichols discontinued operations with our continuing operations for cash flow presentation, which resulted in significant changes inworking capital items such as inventory, receivables and payables. In addition, the overall increase in operating cash flow in 2015 reflects higher net income,partially attributable to the contribution of HLP for the period from the date of acquisition, June 15, 2015 through October 31, 2015, and increased cashreceipts associated with incremental sales. Other items impacting the operating cash flow during 2015 is our investment in inventory, funding of pensioncommitments and the timing associated with receivable collections and payables. We expect the Woodcraft acquisition to impact working capital, and toreduce the variability of operating cash flows between quarters as Woodcraft in general tends to experience less seasonality during the fiscal year. However,the increase in debt to fund the Woodcraft acquisition will increase our interest costs and have a negative impact on cash flow from operating activities.Cash provided by operating activities decreased by $22.7 million for the year ended October 31, 2014 compared to the year ended October 31, 2013. Asdiscussed above, a portion of this decrease is attributable to the Nichols business which was sold on April 1, 2014, for which there were five months ofactivity in 2014 compared to a full-year for 2013. The overall decline in operating cash flow also reflects an incremental investment in inventory, asmanagement built inventory in preparation for the busy season in 2014, but the inventory build was in excess of the amount sold, a decrease in long-termliabilities as payments were made related to long-term incentive arrangements for a retired officer and due to changes in, and the timing of, receivablecollections and payables. These decreases in operating cash flow in 2014 were partially offset by an increase in net income, driven by an increase in revenueswhich generated more cash receipts.Working capital was $84.0 million, $186.2 million and $114.4 million as of October 31, 2015, 2014 and 2013, respectively. The primary driver of thechange in working capital is the change in cash on hand, with a decrease in 2015 reflecting the use of cash to purchase HLP and to acquire our own treasurystock through our share repurchase program. The overall increase in cash for 2014 reflected the receipt of cash from the sale of Nichols.Investing ActivitiesCash used for investing activities totaled $160.1 million for 2015 and cash provided by investing activities totaled $74.1 million for 2014, a netdecrease of $234.2 million. Of this amount, $131.7 million was used to acquire HLP in 2015 and $107.4 million was provided from the sale of Nichols in2014, less a net decrease in investment in capital expenditures year-over-year of $3.8 million, and a net decrease in insurance proceeds of $3.5 million relatedto the cold mill fire at Nichols.Cash provided by investing activities totaled $74.1 million for 2014 and cash used for investing activities totaled $59.7 million for 2013, a net changeof $133.8 million. The primary driver of this increase was net proceeds of $107.4 million from the sale of Nichols, an incremental decrease in cash used foracquisitions and capital expenditures of $16.9 million and $4.2 million for these periods, respectively, and an increase in cash of $4.8 million for insuranceproceeds related to the cold mill fire at Nichols.At October 31, 2015, we had firm purchase commitments of approximately $3.7 million for the purchase or construction of capital assets. We plan tofund these capital expenditures through cash from operations.29Table of Contents Financing ActivitiesCash used for financing activities declined $19.9 million in 2015 compared to 2014. For 2015, the net use of cash of $4.6 million resulted from aninflow of cash from net debt borrowings of $49.0 million and use of $52.7 million to purchase treasury shares, with a remaining change of $0.9 millionattributable to other financing activities. For 2014, we used cash on hand to purchase treasury shares totaling $22.3 million with no significant borrowingsunder our credit facilities, thereby resulting in a net increase in cash flow from financing activities in 2015 relative to 2014. This use of cash in 2014 alsocontributed to the increase in cash used for financing activities when comparing 2014 and 2013. For the years ended October 31, 2015, 2014 and 2013, wepaid dividends to our shareholders of $5.5 million, $6.0 million and $5.9 million, respectively, and received cash from the exercise of employee stockoptions totaling $5.1 million, $3.2 million and $2.6 million, respectively.Liquidity RequirementsOur strategy for deploying cash is to invest in organic growth opportunities, develop our infrastructure and make strategic acquisitions. Other uses ofcash include paying cash dividends to our shareholders and opportunistically repurchasing our common stock. We have historically invested cash and cashequivalents in commercial paper with terms of three months or less. Prior to April 2014, we invested in overnight money market funds. The funds werediversified by security type across Treasuries, Government Agencies and Prime Corporate. These funds were all AAA-rated, approved by the NationalAssociation of Insurance Commissioners and compliant with Rule 2A-7 of the Investment Company Act of 1940. Our investments are diversified acrossmultiple institutions that we believe are financially sound. To the extent we have excess cash which has not been applied to reduce our outstandingborrowings under our credit facilities, we intend to remain in commercial paper, highly rated money market funds, financial institutions and treasuriesfollowing a prudent investment philosophy. From time to time, to prepare for potential disruption in the money markets, we may temporarily move funds intooperating bank accounts of highly-rated financial institutions to meet on-going operational liquidity requirements. We did not experience any materiallosses on our cash and marketable securities investments during the years ended October 31, 2015 and 2014. We maintain cash balances in foreign countrieswhich totaled $11.8 million and $3.0 million as of October 31, 2015 and 2014. We do not intend to repatriate earnings of our foreign subsidiaries. However,we have capitalized HLP with funds on hand and borrowings under our prior credit facility. We anticipate that we will utilize cash flow from HLP to fund theoperation in the United Kingdom, to repay a note arrangement implemented as part of the initial capitalization of the acquisition, and to fund future equitydistributions.We believe that we have sufficient funds and adequate financial resources available to meet our anticipated liquidity needs. Our cash position haschanged due to the acquisitions of HLP and Woodcraft. We expect to use our cash flow from operations and borrowings under our credit facilities to fundoperations for the next twelve months and the foreseeable future. We believe these sources of funding should be adequate to provide for our working capitalrequirements, capital expenditures, and dividends, while continuing to meet our debt service requirements.Senior Credit FacilityPrior to January 28, 2013, we maintained a $270.0 million senior unsecured revolving credit facility (the Retired Facility) which had been executed onApril 23, 2008 and was scheduled to mature on April 23, 2013. The Retired Facility provided for up to $50.0 million of standby letters of credit, limitedbased on availability, as defined. Amounts borrowed under the facility were to bear interest at a spread above the London Interbank Borrowing Rate (LIBOR)based on a combined leverage and ratings grid. In addition, the Retired Facility contained restrictive debt covenants, as defined in the indenture, andcontained certain limits on additional indebtedness, asset or equity sales and acquisitions. For the period from November 1, 2012 through January 28, 2013,we were in compliance with our debt covenants and did not borrow funds pursuant to the Retired Facility.On January 28, 2013, we replaced the Retired Facility by entering into the Credit Facility, a new $150 million senior unsecured revolving credit facilitythat had a five-year term, maturing on January 28, 2018, and which permitted aggregate borrowings at any time of up to $150 million, with a letter of creditsub-facility, a swing line sub-facility and a multi-currency sub-facility. Borrowings denominated in United States dollars bore interest at a spread aboveLIBOR or a base rate derived from the prime rate. Foreign denominated borrowings bore interest at a spread above the LIBOR applicable to such currencies.Subject to customary conditions, we could have requested that the aggregate commitments under the Credit Facility be increased by up to $100 million, withtotal commitments not to exceed $250 million.The Credit Facility required us to comply with certain financial covenants, the terms of which are defined therein. Specifically, we must not permit, on aquarterly basis, our ratio of consolidated EBITDA to consolidated interest expense as defined (Minimum Interest Coverage Ratio), to fall below 3.00:1 or ourratio of consolidated funded debt to consolidated EBITDA, as defined (Maximum Consolidated Leverage Ratio), to exceed 3.25:1. The MaximumConsolidated Leverage Ratio is the ratio of consolidated EBITDA to consolidated interest expense, in each case for the previous four consecutive fiscalquarters. EBITDA is defined by the indenture to include pro forma EBITDA of acquisitions and to exclude certain items such as goodwill and intangible assetimpairments and certain other non-cash charges and non-recurring items. Subject to our compliance with the covenant requirements,30Table of Contents the amount available under the Credit Facility was a function of: (1) our trailing twelve month EBITDA; (2) the Minimum Interest Coverage Ratio andMaximum Consolidated Leverage Ratio allowed under the Credit Facility; and (3) the aggregate amount of our outstanding debt and letters of credit. As ofOctober 31, 2015, we were in compliance with the financial covenants set forth in the Credit Facility, as indicated in the table below: Required ActualMinimum Interest Coverage RatioNo less than3.00:1 69.71:1Maximum Consolidated Leverage RatioNo greater than3.25:1 0.92:1The Credit Facility also contained certain limitations on additional indebtedness, asset or equity sales and acquisitions. The payment of dividends andother distributions was permitted, provided there is no event of default after giving effect to such transactions. If the counterparties to the Credit Facility wereunable to fulfill their commitments, the funds available to us could have been reduced.As of October 31, 2015, the amount available to us for use under the Credit Facility was limited to $86.6 million and we had outstanding letters ofcredit of $5.9 million. For the twelve-month period ended October 31, 2014, we did not borrow any amount under the Credit Facility, and thus had nooutstanding borrowings at October 31, 2014. The weighted average interest rate on outstanding borrowings during the year ended October 31, 2015 was1.28%. Our borrowing rates under the Credit Facility were 3.50% and 1.45% for the swing line sub facility and the revolver, respectively, at October 31,2015. Our borrowing rates under the Credit Facility were 3.25% and 1.20% for the swing line sub facility and the revolver, respectively, at October 31, 2014.On November 2, 2015, we refinanced and retired the Credit Facility by entering into a $310.0 Million Term Loan Credit Agreement and a $100.0million ABL Credit Agreement (collectively the “New Credit Facilities”) with Wells Fargo, National Association, as Agent, and Bank of America, N.A.serving as Syndication Agent. The term loan portion of the New Credit Facilities matures on November 2, 2022, and requires quarterly principal paymentsequal to 0.25% of the aggregate borrowings. Interest is computed, at our election, based on a Base Rate plus applicable margin of 4.25%, or LIBOR plusapplicable margin of 5.25% (with the stipulation that LIBOR cannot be less than 1%). In the event of default, outstanding borrowings will accrue interest atthe Default Rate, as defined, which includes interest on outstanding borrowings at a per annum rate equal to 2% above the total per annum rate otherwiseapplicable. The term loan provides for incremental term loan commitments for a minimum principal amount of $25.0 million, up to an aggregate amount of$50.0 million, to the extent that such borrowings do not cause the Consolidated Senior Secured Leverage Ratio to exceed 3.00 to 1.00. The term loanagreement permits prepayment of the term loan of at least an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereofwithout penalty, except if such prepayment is made before November 2, 2016, we are subject to a fee equal to 1% of such prepayment. The ABL portion ofthe New Credit Facilities matures on November 2, 2020 with no stated principal repayment terms prior to maturity. Borrowing capacity and availability isdetermined based upon the dollar equivalent of certain working capital items, such as receivables and inventory, subject to eligibility as determined by WellsFargo, National Association, as Administrative Agent, up to the facility maximum of $100.0 million. Interest is computed, at our election, on a grid as theBase Rate plus an Applicable Margin, as defined in the agreement, or LIBOR plus an Applicable Margin. The Applicable Margin is outlined in the followingtable:Level Average AggregateExcess Availability Applicable Margin Relative toBase Rate Loans Applicable Margin Relative toLIBOR Rate LoansI > 66.7% of the Maximum Revolver Amount 0.50 percentage points 1.50 percentage pointsII < 66.7% of the Maximum Revolver Amountand ³ 33.3% of the Maximum RevolverAmount 0.75 percentage points 1.75 percentage pointsIII < 33.3% of the Maximum Revolver Amount 1.00 percentage points 2.00 percentage pointsWith regard to the applicable margin calculation, Level I is applied for the period from November 2, 2015 to March 31, 2016.In addition, the ABL portion of the New Credit Facility requires payment of a commitment fee (unused line fee) in accordance with the following table:Level Average Revolver Usage Applicable Unused Line Fee PercentageI > 50% of the Maximum Revolver Amount 0.25 percentage pointsII < 50% of the Maximum Revolver Amount 0.375 percentage points31Table of Contents With regard to the unused line fee, Level II is applied for the period from November 2, 2015 to March 31, 2016.The New Credit Facility contains restrictive debt covenants which include:•As of the last day of each fiscal quarter through October 30, 2017, our Consolidated Total Leverage Ratio, as defined in the agreement, mustnot exceed 4.50 to 1.00. For the last day of each fiscal quarter after October 30, 2017, this ratio cannot exceed 4.00 to 1.00;•As of the last day of each fiscal month, we must maintain a trailing twelve-month Consolidated Fixed Charge Coverage Ratio, as defined in theagreement, of at least 1.10 to 1.00;•If our ABL Revolver Usage, as defined, exceeds the Borrowing Base, we must repay the excess amount on an accelerated basis to bring downthe borrowing level;•If we receive consideration for the sale of assets other than “permitted assets” or for any insurance or condemnation event related to the ABLcollateral, we are required to repay this amount as an ABL prepayment; if such payment is received with regards to assets that are not related tothe ABL collateral, then we are required to repay this amount as a term loan prepayment;•For each year we have “Excess Cash Flow,” as defined, we are required to make a mandatory prepayment of the term loan calculated inaccordance with the terms outlined in the credit agreement.Furthermore, the New Credit Facility requires periodic reporting, as well as monthly borrowing base calculation pursuant to the ABL portion of thefacility, and could restrict or limit our ability to engage in certain business activities such as: (1) future business acquisitions or liquidations; (2) incurringnew indebtedness, liens or encumbrances; (3) merging or consolidating operations; (4) disposing of significant assets; (5) prepaying subordinated debt; (6)engaging in certain transactions with affiliates; or (7) modifying our incentive plans or governance documents, amongst other restrictions (including alimitation on annual dividend payments of $8.0 million).Repurchases of Outstanding SecuritiesOn September 5, 2014, our Board of Directors approved a stock repurchase program authorizing us to use up to $75.0 million to repurchase shares of ourcommon stock. During the year ended October 31, 2014, we purchased 1,316,326 shares at a cost of $24.2 million under this program. During the year endedOctober 31, 2015, we purchased an additional 2,675,903 shares at a cost of $50.8 million. From inception of the program, we purchased 3,992,229 shares at acost of $75.0 million, an average price of $18.77 per share. This program is now closed and no additional purchases are being made thereunder.Contractual Obligations and Commercial CommitmentsThe following table summarizes our known contractual obligations and commitments as of October 31, 2015: Payments Due by Period Total 2016 2017-2018 2019-2020 ThereafterContractual Obligations:(In thousands)Long-term debt, including interest(1)(2)$52,132 $825 $51,107 $200 $—Capital Leases7,292 2,413 3,583 1,296 Operating leases(3)56,590 9,619 16,190 12,998 17,783Unconditional purchase obligations(4)3,700 3,700 — — —Total contractual cash obligations(5)$119,714 $16,557 $70,880 $14,494 $17,783(1) Interest on our long-term debt was computed using rates in effect at October 31, 2015.(2) Our outstanding borrowings under the credit facility are due at the maturity of the facility in 2018. In November 2015, we refinanced this facility withnew credit facilities which extended the payment terms beyond fiscal 2020.(3) Operating leases include facilities, light vehicles, forklifts, office equipment and other operating equipment.(4) The unconditional purchase obligation consists of the purchase of miscellaneous parts.(5) This table excludes tax reserves recorded in accordance with ASC Topic 740 “Income Taxes,” as we are unable to reasonably estimate the timing offuture cash flows related to these reserves.During fiscal 2016, we expect to contribute approximately $2.3 million to our pension plan to meet our 100% funding threshold and maintainminimum contribution requirements. Pension contributions beyond 2016 cannot be determined since the amount of any contribution is heavily dependenton the future economic environment and investment returns on pension plan assets. Obligations are based on current and projected obligations of the plans,performance of the plan assets, if applicable, and32Table of Contents any participant contributions. At October 31, 2015, we have recorded a long-term liability for deferred pension and postretirement benefits totaling $5.7million. We believe the effect of the plans on liquidity is not significant to our overall financial condition.Our supplemental benefit plan and deferred compensation plan liabilities fluctuate based on changes in the market value of certain equity securities,including our common stock. As of October 31, 2015, our liability under the supplemental benefit plan and the deferred compensation plan wasapproximately $1.7 million and $3.3 million, respectively.The following table reflects other commercial commitments or potential cash outflows that may result from a contingent event. Amount of Commitment Expiration per Period Total 2016 2017-2018 2019-2020 ThereafterOther Commercial Commitments:(In thousands)Standby letters of credit$5,901 $5,901 $— $— $—Off-Balance Sheet ArrangementsWe do not have any off-balance sheet arrangements, as such term is defined in the rules promulgated by the SEC, that we believe would be material toinvestors and for which it is reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capitalexpenditures or capital resources.Effects of InflationAlthough inflation does impact the cost of raw materials, labor and overhead, we are generally able to recover this cost through pricing. The effect ofprice inflation in the United States in 2015 as compared to prior years has remained relatively low. Furthermore, inflation on labor rates has been relativelyconsistent when comparing 2015 to 2014. Therefore, we believe inflation has not had a significant effect on our earnings or financial position.Critical Accounting Policies and EstimatesThe preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP)requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosures ofcontingent assets and liabilities. Estimates and assumptions about future events and their effects cannot be perceived with certainty. Estimates may change asnew events occur, as more experience is acquired, as additional information becomes available and as our operating environment changes. We base ourestimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, and that we believe provide abasis for making judgments about the carrying value of assets and liabilities that are not readily available through open market quotes. We must use ourjudgment with regards to uncertainties in order to make these estimates. Actual results could differ from these estimates.We believe the following are the most critical accounting policies used in the preparation of our consolidated financial statements as well as thesignificant judgments and uncertainties affecting the application of these policies. We consider an estimate to be critical if it is subjective and if changes inthe estimate using different assumptions would result in a material impact to our financial position or results of operations.Revenue RecognitionWe recognize revenue when products are shipped and title has passed to the customer. Revenue is deemed to be realized or earned when the followingcriteria is met: (a) persuasive evidence that a contractual sales arrangement exists; (b) delivery has occurred; (c) the price to the buyer is fixed ordeterminable; and (d) collection is reasonably assured. Sales allowances and customer incentives are treated as reductions to revenue and are provided forbased on historical experience and current estimates.33Table of Contents Allowance for Doubtful AccountsWe record trade accounts receivable at billed amounts, less an allowance for doubtful accounts. This allowance is established to estimate the risk of lossassociated with our trade receivables which may arise due to the inability of our customers to pay or due to changes in circumstances. The allowance ismaintained at a level that we consider appropriate based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries and creditlosses; (b) the credit quality of our customers; and (c) projected economic and market conditions. Different assumptions or changes in economiccircumstances could result in changes to the allowance. Our historical bad debt expense for the fiscal year has approximated 0.1% of sales for the years endedOctober 31, 2015, 2014 and 2013. If bad debt expense increased by 1% of net sales, the impact on operating results for these years would have been adecrease in net income of $4.4 million, a decrease in net income of $3.6 million, and an increase in net loss of $3.6 million, respectively.Business Combinations - ContingenciesWe apply the acquisition method of accounting for business combinations in accordance with U.S. GAAP, which requires us to make use ofestimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the net assets and liabilities acquired. We use establishedvaluation techniques and engage reputable valuation specialists to assist us with these valuations. However, there is a risk that we may not identify all pre-acquisition contingencies or that our estimates may not reflect the actual results when realized. We utilize a reasonable measurement period to record anyadjustment related to the opening balance sheet (generally, less than one year). After the measurement period, changes to the opening balance sheet can resultin the recognition of income or expense as period costs. To the extent these items stem from contingencies that existed at the balance sheet date, but arecontingent upon the realization of future events, the cost is charged to expense at the time the future event becomes known. For example, we determined thevalue of an earn-out provision related to the HLP acquisition which is payable to the former owner based on a specified EBITDA percentage for a one-yearperiod ended July 31, at his election, for one of the twelve-month periods ended July 31, 2016, 2017 or 2018. We used a probability-weighted estimate tovalue this liability, discounted using our incremental borrowing rate. We recognize the change in this liability as income/expense over time to reflect thetime value of money and changes in the probability weighting of when the former owner elects a measurement period pay-out. Furthermore, this calculatedestimate was based on forecasted earnings for HLP. If these estimates are not correct, the amount of the pay-out could fluctuate resulting in additional periodcosts at the time of pay-out.Impairment or Disposal of Long-Lived AssetsProperty, Plant and Equipment and Intangible Assets with Defined LivesWe make judgments and estimates in conjunction with the carrying value of our long-term assets, including property, plant and equipment, andidentifiable intangibles. These judgments may include the basis for capitalization, depreciation and amortization methods and the useful lives of theunderlying assets. In accordance with U.S. GAAP, we review the carrying values of these assets for impairment whenever events or changes in circumstancesindicate that the carrying value may not be recoverable. We determine that the carrying amount is not recoverable if it exceeds the sum of the undiscountedcash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows and afterconsidering alternate uses for the asset, an impairment charge would be recorded in the period in which such review is performed. We measure the impairmentloss as the amount by which the carrying amount of the long-lived asset exceeds its fair value. Fair value is determined by reference to quoted market pricesin active markets, if available, or by calculating the discounted cash flows associated with the use and eventual disposition of the asset. Therefore, if there areindicators of impairment, we are required to make long-term forecasts of our future revenues and costs related to the assets subject to review. Forecasts requireassumptions about demand for our products and future market conditions. Although there may be no indicators of impairment in the current period,unanticipated changes to assumptions or circumstances in future periods could result in an impairment charge in the period of the change. For the yearsended October 31, 2014 and 2013, we recorded asset impairment charges related to assets held for sales as part of continuing operations totaling $0.5 millionand $1.5 million. No impairment charges were incurred for the year ended October 31, 2015.We monitor relevant circumstances, including industry trends, general economic conditions, and the potential impact that such circumstances mighthave on the valuation of our identifiable intangibles. Events and changes in circumstances that may cause a triggering event and necessitate such a reviewinclude, but are not limited to: a decrease in sales for certain customers, improvements or changes in technology, and/or a decision to phase-out a trademarkor trade name. Such events could negatively impact the carrying value of our identifiable intangibles. It is possible that changes in such circumstances or inthe numerous variables associated with the judgments, assumptions, and estimates made by us in assessing the appropriate valuation of our identifiableintangibles could require us to further write down a portion of our identifiable intangibles and record related non-cash34Table of Contents impairment charges in the future. We apply a variety of techniques to establish the carrying value of our intangible assets, including the relief from royaltyand excess current year earnings methods.GoodwillIn accordance with U.S. GAAP, we review various qualitative factors to determine whether we believe there are indicators of impairment associated withgoodwill or other indefinite lived intangible assets. If no impairment is indicated, no additional testing is required. Otherwise, we perform a goodwillimpairment test annually as of August 31, or more often if there are indicators of impairment due to changes in circumstances or the occurrence of certainevents. The test for impairment of goodwill requires a two-step approach as prescribed in ASC Topic 350 “Intangibles - Goodwill and Other” (ASC 350). Thefirst step of the impairment test is to compare the carrying value of each reportable unit, including goodwill, to the fair value as determined using variousvaluation methods or a weighting of several such methods. If the fair value exceeds the carrying value, no further testing is required and there is noimpairment charge. If the carrying value exceeds the fair value, a second step of the goodwill impairment test is required, whereby we compare the impliedfair value of goodwill to its carrying value. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to the assets andliabilities of that unit as if the reporting unit had been acquired in a business combination under which the consideration paid equals the calculated fair valueof the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value ofgoodwill. An impairment loss is recorded to the extent that the carrying amount of the goodwill exceeds the implied fair value of that goodwill for theparticular reporting unit. We use the present value of future cash flows, discounted at our weighted average cost of capital, to determine fair value incombination with the market approach. Future cash flows are projected based upon our long-term forecasts by reportable unit and an estimated residual value.Our judgment is required in the estimation of future operating results and in determining the appropriate residual values of our reportable units. The residualvalues are determined by reference to an exchange transaction in an existing market for similar assets. Future operating results and residual values couldreasonably differ from our estimates and a provision for impairment may be required in a future period depending upon such a change in circumstances or theoccurrence of future events. Four of our five reportable units have goodwill and were tested at August 31, 2015. Three of these units are included in ourEngineered Products segment and have goodwill balances of $12.6 million, $53.2 million and $2.8 million, and one unit is included in our InternationalExtrusion segment with a goodwill balance of $61.2 million at October 31, 2015. We determined that the fair value of each of these reportable units wellexceeded their respective book value (25% or greater), except with regard to the International Extrusion segment. The sole reportable unit in this segment isHLP, which was acquired six weeks before the annual testing date and therefore the carrying value of the net assets approximated fair value. We determinedthat our goodwill was not impaired and there have been no goodwill impairment charges recorded for the years ended October 31, 2015, 2014 or 2013.Income TaxesWe operate in various jurisdictions and therefore our income tax expense relates to income taxes in the United States, United Kingdom, Canada, andGermany, as well as local and state income taxes. We recognize the effect of a change in tax rates in the period of the change. We record the estimated futuretax effects of temporary differences between the tax basis of assets and liabilities and the amounts reported in our consolidated balance sheets, as well as netoperating losses and tax credit carry forward. We evaluate the carrying value of our net deferred tax assets and determine if our business will generatesufficient future taxable income to realize the net deferred tax assets. We perform this review for recoverability on a jurisdictional basis, whereby we considerboth positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negative evidenceis commensurate with the extent to which the evidence can be objectively verified. We evaluate recoverability based on an estimate of future taxable incomeusing the long-term forecasts we use to evaluate long-lived assets, goodwill and intangible assets for impairment, taking into consideration the future reversalof existing taxable temporary differences and reviewing our current financial operations. In the event that our estimates and assumptions indicate we will notgenerate sufficient future taxable income to realize our deferred tax assets, we will record a valuation allowance, to the extent indicated, to reduce ourdeferred tax assets to their realizable value.Annually, we evaluate our tax positions to determine if there have been any changes in uncertain tax positions or if there has been a lapse in thestatute of limitations with regards to such positions. During 2015, we reassessed and recognized our uncertain tax position with regard to our spin-off fromour former parent in 2008, as a result of a no change letter received from the Internal Revenue Service in conjunction with an audit of our tax filings for theyears ended October 31, 2012 and 2011. This recognition reduced the liability for uncertain tax positions by $4.0 million. Our liability for uncertain taxpositions at October 31, 2015 totaled $0.6 million and related to certain state tax items regarding the interpretation of tax laws and regulations. The changein the liability between 2014 and 2013 was primarily due to the lapse of the statute of limitations.We believe we will have taxable income in 2015 and sufficient taxable income in the future to fully utilize our deferred tax assets recorded as ofOctober 31, 2015. There is a risk that our estimates related to the future use of loss carry forwards and35Table of Contents our ability to realize our net deferred tax assets may not come to fruition, and that the results could materially impact our financial position and results ofoperations. In addition, we have recorded the benefit associated with the “patent box” deduction in the United Kingdom with regard to our operations atHLP. We believe that it is more likely than not that our deduction with regard to this position would be sustained upon examination. Our deferred tax assetsat October 31, 2015 and 2014 totaled $34.9 million and $41.7 million, respectively, against which we had recorded a valuation allowance of $1.1 millionand $1.4 million, respectively.InsuranceWe manage our costs of workers’ compensation, group medical, property, casualty and other liability exposures through a combination of self-insuranceretentions and insurance coverage with third-party carriers. Liabilities associated with our portion of this exposure are not discounted. We estimate ourexposure by considering various factors which may include: (1) historical claims experience, (2) severity factors, (3) estimated claims incurred but notreported and (4) loss development factors, which are used to estimate as to how claims will develop over time until settled or closed. While we consider anumber of factors in preparing our estimate of risk exposure, we must use our judgment to determine the amounts to accrue in our financial statements. Actualclaims can differ significantly from estimated liabilities if future claims experience differs from historical experience, and if we determine that ourassumptions used for analysis or our development factors are flawed. We do not recognize insurance recoveries until any contingencies relating to the claimhave been resolved.InventoryWe record inventory at the lower of cost or market value. Inventories are valued using the first-in first-out (FIFO) and last-in first-out (LIFO) methods.We use the dollar-value link chain LIFO method, and the LIFO reserve is calculated on a consolidated basis in a single consolidated pool. We recorded abenefit of approximately $0.1 million associated with the change in the LIFO reserve for each of the years ended October 31, 2015, 2014 and 2013. When weintegrate acquisitions into our business we may value inventory utilizing either the LIFO or FIFO basis. Fixed costs related to excess manufacturing capacityhave been expensed in the period, and therefore, are not capitalized into inventory. Inventory quantities are regularly reviewed and provisions for excess orobsolete inventory are recorded primarily based on our forecast of future demand and market conditions. Significant unanticipated changes to our forecasts orchanges in the net realizable value of our inventory would require a change in the provision for excess or obsolete inventory. For the years ended October 31,2015, 2014 and 2013, our inventory reserves excluding the LIFO reserve, are approximately 10%, 7%, and 8% of gross inventory, respectively. Assuming anincrease in obsolescence equal to 1% of inventory, net income from continuing operations would have been reduced by $0.5 million and $0.4 million for theyears ended October 31, 2015 and 2014, respectively, and net loss from continuing operations would have been increased by $0.3 million for the year endedOctober 31, 2013.Retirement PlansWe sponsor a defined benefit pension plan and an unfunded postretirement plan that provides health care and life insurance benefits for eligible retireesand dependents. The measurement of liabilities related to these plans is based on our assumptions related to future events, including expected return on planassets, rate of compensation increases, and healthcare cost trend rates. The discount rate reflects the rate at which benefits could be effectively settled on themeasurement date. We determine our discount rate based on a pension discount curve, and the rate represents the single rate that, if applied to every year ofprojected benefit payments, would result in the same discounted value as the array of rates that comprise the pension discount curve. Actual pension planasset investment performance, as well as other economic experience such as discount rate and demographic experience, will either reduce or increaseunamortized pension losses at the end of any fiscal year, which ultimately affects future pension costs.The effects of the decrease in selected assumptions, assuming no changes in benefit levels and no amortization of gains or losses for the pension plans infiscal 2015, is shown below: Increase in Projected BenefitObligation Increase in Net PeriodicBenefit CostChanges in Assumptions: (Dollar amounts in thousands)1% decrease in discount rate $2,931 $3321% decrease in expected long-term rate of return on plan assets N/A $250As of October 31, 2015, our projected benefit obligation (PBO) and accumulated benefit obligation (ABO) exceeded the fair value of the plan assets by$4.9 million and $4.2 million, respectively. As a comparison, our PBO and ABO exceeded the fair value of plan assets by $3.7 million and $2.8 million,respectively, as of October 31, 2014. During fiscal 2015, we contributed approximately $2.8 million to the pension plan to continue to target a 100% fundingthreshold and to meet minimum contribution requirements. We expect to continue to fund at this level for fiscal 2016. Expected contributions are dependenton many variables,36Table of Contents including the variability of the market value of the assets as compared to the obligation and other market or regulatory conditions. In addition, we take intoconsideration our business investment opportunities and our cash requirements. Accordingly, actual funding may differ greatly from current estimates.Under U.S. GAAP, we are not required to immediately recognize the effects of a deviation between actual and assumed experience under our pensionplan, or to revise our estimate as a result. This approach allows the favorable and unfavorable effects that fall within an acceptable range to be netted anddisclosed as an unrecognized gain or loss. As of October 31, 2015 and 2014, a net actuarial loss of $5.5 million and $4.2 million, respectively, was includedin our accumulated comprehensive income (loss). There were no net prior service costs or transition obligations for the years ended October 31, 2015 and2014. The effect on fiscal years after 2015 will depend on the actual experience of the plans.Mortality assumptions used to determine the obligations for our pension plans are related to the experience of the plans and to our third-party actuary’sbest estimate of expected plan mortality.Stock-Based CompensationWe have issued stock-based compensation in the form of stock options to directors, employees and officers, and non-vested restricted stock awards tocertain key employees and officers. We apply the provisions of ASC Topic 718 “Compensation - Stock Compensation” (ASC 718), to determine the fair valueof stock option awards on the date of grant using the Black-Scholes valuation model. We recognize the fair value as compensation expense on a straight-linebasis over the requisite service period of the award based on awards ultimately expected to vest. Stock options granted to directors vest immediately whilethe stock options granted to our employees and officers typically vest ratably over a three-year period with service and continued employment as the vestingconditions. For new option grants to retirement-eligible employees, we recognize expense and vest immediately upon grant, consistent with the retirementvesting acceleration provisions of these grants. For employees near retirement age, we amortize such grants over the period from the grant date to theretirement date if such period is shorter than the standard vesting schedule. For grants of non-vested restricted stock, we calculate the compensation expenseat the grant date as the number of shares granted multiplied by the closing stock price of our common stock on the date of grant. This expense is recognizedratably over the vesting period. Our non-vested restricted stock grants to officers and employees cliff vest over a three-year period with service and continuedemployment as the only vesting criteria. Our fair value determination of stock-based payment awards on the date of grant using an option-pricing model isaffected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are notlimited to, our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behavior over the expectedterm, our dividend rate, risk-free rate and expectation with regards to forfeitures. Option-pricing models were developed for use in estimating the value oftraded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that aresignificantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, the valuation modelsmay not provide an accurate measure of the fair value of our employee stock options. Accordingly, that value may not be indicative of the fair value observedin a willing buyer/willing seller market transaction.We have granted other awards which are linked to the performance of our common stock, but will settle in cash rather than the issuance of shares of ourcommon stock. The value of these awards fluctuates with changes in our stock price, with the resulting gains or losses reflected in the period of the change.We have recorded current and non-current liabilities related to these awards reflected in our consolidated balance sheets at October 31, 2015 and 2014,included elsewhere within this Annual Report on Form 10-K.In addition, we have granted performance share units which settle in cash and shares. These awards have vesting criteria based on a market condition(relative total shareholder return) and an internal performance condition (earnings per share growth). We utilize a Monte Carlo simulation model to value themarket condition and our stock price on the date of grant to value the internal performance condition. We bifurcate the liability and equity portion of theawards (amounts expected to settle in cash and shares, respectively) and recognize expense ratably over the vesting period of three years.Warranty ObligationsOur estimated obligations for product warranties are accrued concurrently when revenue is recognized. We record a provision for warranty obligationsbased on our historical experience and costs incurred for such obligations. We adjust our warranty reserve for current conditions and other factors that wedeem appropriate. Our ability to estimate our warranty obligations is subject to uncertainties and limited, to some extent, by our operating history, which maynot be sufficient for new products or changes to existing products. Our warranty reserves at October 31, 2015 and 2014 were $0.5 million and $0.7 million,respectively. Assuming a 10% increase in our warranty reserves, our net income would have decreased by $0.1 million for the years ended October 31, 2015and 2014, respectively, and our net loss would have increased by $0.2 million for the year ended October 31, 2013.37Table of Contents Recent Accounting PronouncementsIn November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic740): Balance Sheet Classification of Deferred Taxes. The amendments require deferred tax liabilities and assets be classified as noncurrent in a classifiedstatement of financial position. The amendments apply to all entities that present a classified statement of financial position. This guidance becomeseffective for fiscal years beginning after December 15, 2017. While we are not required to adopt this pronouncement until fiscal 2019, we may early adopt.We are currently evaluating the impact on our consolidated financial statements.In September 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-16, Business Combinations (Topic 805): Simplifying theAccounting for Measurement-Period Adjustments. The amendments require recognition of adjustments to estimated amounts that are identified during themeasurement period in the reporting period in which adjustment amounts are determined. The amendments require that the acquirer record, in the sameperiod’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to theestimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separatelyon 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 beenrecorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. This guidance becomeseffective for fiscal years beginning after December 15, 2015. We expect to adopt this pronouncement in fiscal 2017, and are currently evaluating the impacton our consolidated financial statements.In August 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-15, Interest-Imputation of Interest (Topic 835-30): Presentation andSubsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. This ASU further clarifies the paragraphs within ASU 2015-03 (as discussed below) which describe the measurement of debt issuance costs related to line-of-credit arrangements. We expect to adopt this guidanceduring fiscal 2017, and we are currently evaluating the impact on our consolidated financial statements.In July 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This amendmentdefers the effective date of ASU No. 2014-09 (as discussed below) by one year, as well as provides the option for early adoption in annual reporting periodsbeginning after December 15, 2016. We anticipate adopting ASU 2014-09 in fiscal 2019 and are currently evaluating the impact on our consolidatedfinancial statements.In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This amendment simplifies thesubsequent measurement of inventories by replacing the lower of cost or market revaluation method with the lower of cost and net realizable value test. Thisguidance is applicable to all inventories measured using methods other than last-in first-out method and the retail inventory method. This guidance becomeseffective for fiscal years beginning after December 15, 2016. We expect to adopt this pronouncement in fiscal 2018, and are currently evaluating the impacton our consolidated financial statements.In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation ofInterest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This amendment requires debt issuance costs related to a recognized debtliability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the treatment of debtdiscounts. This amendment further clarifies the paragraphs within ASU 2015-03 (as discussed below) which describe the measurement of debt issuance costsrelated to line-of-credit arrangements. This guidance becomes effective for financial statements issued for fiscal years beginning after December 15, 2015. Weexpect to adopt this guidance during fiscal 2017, and we are currently evaluating the impact on our consolidated financial statements.In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure ofUncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether conditions exist which raisesubstantial doubt about the entity’s ability to continue as a going concern within one year after the date of the financial statements (or within one year ofwhen the financial statements are available to be issued). If such conditions exist, disclosure is required of: (1) the principal conditions; (2) management’sevaluation of the significance of the conditions on the entity’s ability to meet obligations; and (3) management’s plans to alleviate this substantial doubtrelated to the ability to continue as a going concern. If management’s plans do not alleviate this substantial doubt, management must specifically disclosethat there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date of the financial statements (or the datethe financial statements are available to be issued), in addition to the disclosure noted above. This guidance becomes effective for the annual period endingafter December 15, 2016, and for annual periods and interim periods thereafter. We expect to adopt this guidance during fiscal 2017. We do not expect thisguidance to have a material impact on our consolidated financial statements.38Table of Contents In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When theTerms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period. This amendment requires that a performancetarget that affects vesting and that could be achieved after the requisite service period be treated as a performance condition that affects vesting or as anonvesting condition that affects the grant-date fair value of an award, and provides explicit guidance for those awards. This guidance becomes effective forfiscal years beginning on or after December 15, 2015. We expect to adopt this guidance during fiscal 2017, and we are currently evaluating the impact onour consolidated financial statements.In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This guidance prescribes a methodology to determine whenrevenue is recognizable and constitutes a principles-based approach to revenue recognition based on the consideration to which the entity expects to beentitled in exchange for goods or services. In addition, this guidance requires additional disclosure in the notes to the financial statements with regard to themethodology applied. This pronouncement becomes effective for annual reporting periods beginning after December 15, 2016, and interim periods withinthat reporting period, and will essentially supersede and replace existing revenue recognition rules in U.S. GAAP, including industry-specific guidance. InJuly 2015, the FASB deferred implementation of this guidance to annual reporting periods beginning after December 15, 2017, and interim periods withinthat reporting period as discussed above.In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This new guidance clarifies the definition of a discontinuedoperation as a disposal of a component of any entity, or a group of such components, which represent a strategic shift that has or will have a major effect onan entity’s operations and financial results. This guidance should result in fewer applications of discontinued operations accounting treatment. However, ifsuch accounting treatment is required, the guidance requires additional footnote disclosures with regard to the major classes of line items constituting pretaxprofit or loss of the discontinued operation, a reconciliation of the major classes of assets and liabilities of the discontinued operation, and additionaldisclosure with regard to cash flows of the discontinued operation. This guidance becomes effective for fiscal years beginning on or after December 15,2014. We expect to adopt this guidance during fiscal 2016 with no material impact on our consolidated financial statements.In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a SimilarTax Loss, or a Tax Credit Carryforward Exists, which provides guidance related to the presentation of current and deferred income taxes on the balancesheet. In general, an entity must present an unrecognized tax benefit related to a net operating loss carryforward, similar tax loss or tax credit carryforward, asa reduction of a deferred tax asset, except in prescribed circumstances through which liability presentation would be appropriate. This guidance becomeseffective for fiscal years beginning after December 15, 2013. We adopted ASU 2013-11 as of November 1, 2014, with no material impact on our consolidatedfinancial statements.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.The following discussion of our exposure to various market risks contains “forward looking statements” regarding our estimates, assumptions andbeliefs concerning our exposure. Although we believe these estimates and assumptions are reasonable in light of information currently available to us, wecannot provide assurance that these estimates will not materially differ from actual results due to the inherent unpredictability of interest rates, foreigncurrency rates and metal commodity prices as well as other factors. We do not use derivative financial instruments for speculative or trading purposes.Interest Rate RiskOur outstanding debt bears interest at variable rates and accordingly is sensitive to changes in interest rates. Based upon the balances of the variablerate debt at October 31, 2015, a hypothetical 1.0% increase or decrease in interest rates could result in approximately $0.5 million of additional pre-taxcharges or credit to our operating results. This sensitivity is a result of outstanding revolver borrowings outstanding under the Credit Facility as of October31, 2015. In connection with consummation of the Woodcraft merger, we borrowed an additional $320.5 million, of which $50.0 million was used torefinance existing credit facility borrowings, at variable rates that will result in higher interest costs. A theoretical 1% increase or decrease in interest ratesfollowing this debt issuance on November 2, 2015, would result in approximately $3.2 million of additional pre-tax charges or credit to our operating results.Foreign Currency Rate RiskOur international operations have exposure to foreign currency rate risks, primarily due to fluctuations in the Euro, the British pound sterling and theCanadian dollar. From time to time, we enter into foreign exchange contracts associated with our operations to manage a portion of the foreign currency raterisk.39Table of Contents The notional and fair market values of these positions at October 31, 2015 and 2014, were as follows: Notional as indicated Fair Value in $ October 31, 2015 October 31, 2014 October 31, 2015 October 31, 2014Foreign currency exchange derivatives: (In thousands)Sell EUR, buy USDEUR8,076 4,907 $37 $68Sell CAD, buy USDCAD280 331 $1 $1Sell GBP, buy USDGBP226 — $3 $—Buy EUR, sell USDEUR807 — $3 $—Buy EUR, sell GBPEUR2 — $— $—At October 31, 2015 and 2014, we held foreign currency derivative contracts hedging cross-border intercompany and commercial activity for ourinsulating glass spacer business. Although these derivatives hedge our exposure to fluctuations in foreign currency rates, we do not apply hedge accountingand therefore, the change in the fair value of these foreign currency derivatives is recorded directly to other income and expense in the accompanyingconsolidated statements of income (loss). To the extent the gain or loss on the derivative instrument offsets the gain or loss from the remeasurement of theunderlying foreign currency balance, changes in exchange rates should have no effect. See Note 13, "Derivative Instruments", contained elsewhere herein.We currently have an unhedged foreign currency position associated with the debt borrowed to facilitate the HLP acquisition. For the period from June16, 2015 through October 31, 2015, we recorded a realized loss of $0.2 million, partially offset by an unrealized gain of $0.1 million at HLP related to thisforeign currency exposure.Commodity Price RiskWe purchase polyvinyl resin (PVC) as the significant raw material consumed in the manufacture of vinyl extrusions. We have a monthly resin adjusterin place with a majority of our customers and our resin supplier that is adjusted based upon published industry indices for resin prices for the prior month.This adjuster effectively shares the base pass-through price changes of PVC with our customers commensurate with the market at large. Our long-termexposure to changes in PVC prices is somewhat mitigated due to the contractual component of the resin adjuster program. However, we did not have resinadjusters in place during fiscal 2014 with regard to a portion of our volume sold to a few large customers. In addition, there is a level of exposure to short-term volatility due to the one month lag. Although we renegotiated certain contracts with customers to reinstate the resin adjuster, not all of our customerscurrently have such a cost adjuster in place. From time to time, we may lock in customer pricing for less than one year or make other customer concessionswhich result in us becoming exposed to fluctuations in resin pricing.We maintain a petroleum-based materials surcharge on one of our major insulating glass spacer product lines. The surcharge is intended to offset therising cost of products which are highly correlated to the price of oil including butyl and other oil-based raw materials. The surcharge is in place with themajority of our customers who purchase these products and is adjusted monthly based upon the 90-day average published price for Brent crude. Thissurcharge protects us from rising oil prices, but has a floor which can result in a loss of revenue if the price of oil drops below the floor, which has been thecase during fiscal 2015. The oil-based raw materials that we purchase are subject to similar pricing schemes. As such, our long-term exposure to changes inoil-based raw material prices is significantly reduced under this surcharge program.Similarly, Woodcraft includes a surcharge provision in the majority of its customer contracts to insulate against significant fluctuations in the pricefor various wood products used as the primary raw material for kitchen and bathroom cabinets.40Table of Contents Item 8. Financial Statements and Supplementary Data.INDEX TO FINANCIAL STATEMENTSQuanex Building Products Corporation PageReports of Independent Registered Public Accounting Firm42Management's Annual Report on Internal Control over Financial Reporting45Consolidated Financial Statements Consolidated Balance Sheets46Consolidated Statements of Income (Loss)47Consolidated Statements of Comprehensive Income (Loss)48Consolidated Statement of Stockholders’ Equity49Consolidated Statements of Cash Flow50Notes to Consolidated Financial Statements5141Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofQuanex Building Products CorporationWe have audited the accompanying consolidated balance sheets of Quanex Building Products Corporation (a Delaware corporation) and subsidiaries (the“Company”) as of October 31, 2015 and 2014, and the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity,and cash flow for the years ended October 31, 2015 and 2014. These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Quanex BuildingProducts Corporation and subsidiaries as of October 31, 2015 and 2014, and the results of their operations and their cash flows for the two years in the periodended October 31, 2015, in conformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of October 31, 2015, based on the criteria established in the 2013 Internal Control—Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated December 15, 2015 expressed an unqualified opinion onthe Company’s internal control over financial reporting. /s/ GRANT THORNTON LLP Houston, Texas December 15, 2015 42Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofQuanex Building Products CorporationWe have audited the internal control over financial reporting of Quanex Building Products Corporation (a Delaware corporation) and subsidiaries(collectively, the “Company”) as of October 31, 2015, based on criteria established in the 2013 Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internalcontrol over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanyingManagement’s Annual Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit. Our audit of, and opinion on, the Company’s internal control over financial reportingdoes not include the internal control over financial reporting of Flamstead Holdings Limited, a wholly-owned subsidiary, whose financial statements reflecttotal assets and revenues constituting 32% and 1% percent, respectively, of the related consolidated financial statement amounts as of and for the year endedOctober 31, 2015. As indicated in Management’s Report, Flamstead Holdings Limited was acquired during 2015. Management’s assertion on theeffectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Flamstead Holdings Limited.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2015, based on criteriaestablished in the 2013 Internal Control-Integrated Framework issued by COSO.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements of the Company as of and for the year ended October 31, 2015, and our report dated December 15, 2015 expressed an unqualified opinion onthose financial statements./s/ GRANT THORNTON LLP Houston, TexasDecember 15, 201543Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofQuanex Building Products CorporationHouston, TexasWe have audited the consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flow of Quanex BuildingProductions Corporation and subsidiaries (the "Company") for the year ended October 31, 2013 (the 2013 consolidated financial statements). These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such 2013 consolidated financial statements, present fairly, in all material respects, the results of the Company’s operations and their cashflows for the year ended October 31, 2013, in conformity with accounting principles generally accepted in the United States of America./s/ DELOITTE & TOUCHE LLP Houston, Texas December 18, 2013 (December 12, 2014 as to the retrospective adjustments for discontinued operations discussed in Note 1; December 15, 2015 as theretrospective adjustments for change in the composition of reportable segments discussed in Note 18)44Table of Contents MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintainingadequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’sinternal control system was designed to provide reasonable assurance to management and the Company’s Board of Directors regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.All internal control systems, no matter how well designed, have inherent limitations. A system of internal control may become inadequate over timebecause of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Therefore, even those systems determined tobe effective can provide only reasonable assurance with respect to financial statement preparation and presentation.As permitted under the SEC rules, we have elected to exclude Flamstead Holdings Limited from management's assessment of effectiveness of internalcontrols as of October 31, 2015. Prior to acquisition by us on June 15, 2015, Flamstead Holdings Limited was a privately-held company incorporated in theUnited Kingdom, which reported financial results pursuant to accounting principles generally accepted in the United Kingdom, and, therefore, had norequirement to comply with the Sarbanes-Oxley Act of 2002. We are evaluating internal control procedures and expect to implement changes in internalcontrols over financial reporting to fully comply with the Sarbanes-Oxley Act of 2002 during fiscal 2016.Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2015 using the criteria set forth bythe Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on this assessment,management has concluded that, as of October 31, 2015, the Company’s internal control over financial reporting was effective to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles based on such criteria.Grant Thornton LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of theCompany’s internal control over financial reporting. This report appears on page 43.45Table of Contents QUANEX BUILDING PRODUCTS CORPORATIONCONSOLIDATED BALANCE SHEETSAs of October 31, 2015 and 2014 October 31, 2015 2014 (In thousands, except share amounts)ASSETS Current assets: Cash and cash equivalents$23,125 $120,384Accounts receivable, net of allowance for doubtful accounts of $673 and $698 (Note 3)64,080 55,193Inventories, net (Note 4)63,029 57,358Deferred income taxes (Note 11)14,024 21,442Prepaid and other current assets7,992 6,052Total current assets172,250 260,429Property, plant and equipment, net of accumulated depreciation of $217,512 and $200,414 (Note 5)140,672 109,487Deferred income taxes (Note 11)— 1,545Goodwill (Note 6)129,770 70,546Intangible assets, net (Note 6)120,810 70,150Other assets8,529 4,956Total assets$572,031 $517,113LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable$47,778 $41,488Accrued liabilities (Note 7)37,364 32,482Income taxes payable (Note 11)747 107Current maturities of long-term debt (Note 8)2,359 199Total current liabilities88,248 74,276Long-term debt (Note 8)55,041 586Deferred pension and postretirement benefits (Note 9)5,701 4,818Deferred income taxes (Note 11)5,241 —Liability for uncertain tax positions (Note 11)564 4,626Other liabilities21,941 11,887Total liabilities176,736 96,193Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding - none— —Common stock, $0.01 par value, shares authorized 125,000,000; issued 37,609,563 and 37,632,032 respectively; outstanding33,962,460 and 36,214,332, respectively376 376Additional paid-in-capital250,937 249,600Retained earnings222,138 202,319Accumulated other comprehensive loss(10,049) (5,708)Less: Treasury stock at cost, 3,647,103 and 1,417,700 shares, respectively(68,107) (25,667)Total stockholders’ equity395,295 420,920Total liabilities and stockholders' equity$572,031 $517,113See notes to consolidated financial statements.46Table of Contents QUANEX BUILDING PRODUCTS CORPORATIONCONSOLIDATED STATEMENTS OF INCOME (LOSS)For the Years Ended October 31, 2015, 2014 and 2013 Year Ended October 31, 2015 2014 2013 (In thousands, except per share amounts)Net sales$645,528 $595,384 $554,867Cost and expenses: Cost of sales (excluding depreciation and amortization)499,097 464,584 419,733Selling, general and administrative86,536 82,150 98,969Depreciation and amortization35,220 33,869 53,521Asset impairment charges— 505 1,465Operating income (loss)24,675 14,276 (18,821)Non-operating income (expense): Interest expense(991) (562) (621)Other, net(531) 92 170Income (loss) from continuing operations before income taxes23,153 13,806 (19,272)Income tax (expense) benefit(7,539) (5,468) 6,888Income (loss) from continuing operations15,614 $8,338 $(12,384)Income from discontinued operations, net of tax of $300, $13,115, and $390, respectively479 20,896 681Net income (loss)$16,093 $29,234 $(11,703) Basic earnings (loss) per common share: Earnings (loss) from continuing operations$0.46 $0.22 $(0.34)Earnings from discontinued operations0.01 0.57 0.02Basic earnings (loss) per share$0.47 $0.79 $(0.32) Diluted earnings (loss) per common share: Earnings (loss) from continuing operations$0.46 $0.22 $(0.34)Earnings from discontinued operations0.01 0.56 0.02Diluted earnings (loss) per share$0.47 $0.78 $(0.32) Weighted-average common shares outstanding: Basic33,993 37,128 36,864Diluted34,502 37,679 36,864 Cash dividends per share$0.16 $0.16 $0.16See notes to consolidated financial statements.47Table of Contents QUANEX BUILDING PRODUCTS CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)For the Years Ended October 31, 2015, 2014 and 2013 Year Ended October 31, 2015 2014 2013 (In thousands)Net income (loss)$16,093 $29,234 $(11,703)Other comprehensive income (loss): Foreign currency translation adjustments (loss) gain (pretax)(3,595) (1,840) 1,068Foreign currency translation adjustments tax benefit— 14 27Change in pension from net unamortized (loss) gain (pretax)(1,280) (2,474) 2,997Change in pension from net unamortized (loss) gain tax benefit (expense)534 992 (1,193)Total other comprehensive (loss) income, net of tax(4,341) (3,308) 2,899Comprehensive income (loss)$11,752 $25,926 $(8,804)See notes to consolidated financial statements.48Table of Contents QUANEX BUILDING PRODUCTS CORPORATIONCONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYFor the Years Ended October 31, 2015, 2014 and 2013 Common Stock Accumulated Treasury Stock Total Shares Amount AdditionalPaid-inCapital RetainedEarnings OtherComprehensiveLoss Shares Amount Stockholders’Equity (In thousands, except share amounts)Balance at October 31, 201237,788,804 $378 $245,144 $193,105 $(5,299) (816,302) $(11,501) $421,827Net loss— — — (11,703) — — — (11,703)Foreign currency translation adjustment (netof taxes of $27)— — — — 1,095 — — 1,095Change in pension from net unamortizedgain (net of taxes of $1,193)— — — — 1,804 — — 1,804Common dividends ($0.16 per share)— — — (5,931) — — — (5,931)Expense related to stock-basedcompensation— — 4,910 — — — — 4,910Stock options exercised— — 54 — — 179,517 2,529 2,583Tax benefit from share-based compensation— — 25 — — — — 25Restricted stock awards granted— — (2,091) — — 148,400 2,091 —Recognition of unrecognized tax benefit— — — 2,102 — — — 2,102Other(135,165) (1) (400) (117) — — — (518)Balance at October 31, 201337,653,639 $377 $247,642 $177,456 $(2,400) (488,385) $(6,881) $416,194Net Income— — — 29,234 — — — 29,234Foreign currency translation adjustment (netof tax benefit of $14)— — — — (1,826) — — (1,826)Change in pension from net unamortizedgain (net of tax benefit of $992)— — — — (1,482) — — (1,482)Common dividends ($0.16 per share)— — — (5,992) — — — (5,992)Treasury shares purchased, at cost— — — — — (1,316,326) (24,239) (24,239)Expense related to stock-basedcompensation— — 3,925 — — — — 3,925Stock options exercised— — (1,071) — — 306,611 4,320 3,249Tax benefit from share-based compensation— — 400 — — — — 400Restricted stock awards granted3,000 — (1,133) — — 80,400 1,133 —Recognition of unrecognized tax benefit— — — 1,629 — — — 1,629Other(24,607) (1) (163) (8) — — — (172)Balance at October 31, 201437,632,032 $376 $249,600 $202,319 $(5,708) (1,417,700) $(25,667) $420,920Net income— — — 16,093 — — — 16,093Foreign currency translation adjustment— — — — (3,595) — — (3,595)Change in pension from net unamortizedloss (net of tax benefit of $534)— — — — (746) — — (746)Common dividends ($0.16 per share)— — — (5,515) — — — (5,515)Treasury shares purchased, at cost— — — — — (2,675,903) (50,761) (50,761)Expense related to stock-basedcompensation— — 4,266 — — — — 4,266Stock options exercised— — (282) (719) — 327,700 6,110 5,109Tax benefit from share-based compensation— — (283) — — — — (283)Restricted stock awards granted— — (2,211) — — 118,800 2,211 —Recognition of unrecognized tax benefit— — — 10,003 — — — 10,003Other(22,469) — (153) (43) — — — (196)Balance at October 31, 201537,609,563 $376 $250,937 $222,138 $(10,049) (3,647,103) $(68,107) $395,295See notes to consolidated financial statements.49Table of Contents QUANEX BUILDING PRODUCTS CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWFor the Years Ended October 31, 2015, 2014 and 2013 Year Ended October 31, 2015 2014 2013 (In thousands)Operating activities: Net income (loss)$16,093 $29,234 $(11,703)Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization35,220 36,910 60,504Loss on disposition of capital assets495 586 449Stock-based compensation4,266 3,925 4,910Deferred income tax expense (benefit)5,204 14,246 (8,288)Excess tax benefit from share-based compensation(60) (654) (236)Asset impairment charges— 1,007 1,465Gain on sale of discontinued operations— (39,122) —Gain on involuntary conversion(1,263) (2,408) —Other, net(19) 2,105 781Changes in assets and liabilities, net of effects from acquisitions: Decrease (increase) in accounts receivable2,668 484 (9,204)Decrease (increase) decrease in inventory9,805 (25,650) 12,791(Increase) decrease in other current assets(1,304) (1,098) 1,622(Decrease) increase in accounts payable(2,862) 12,842 (5,903)Decrease in accrued liabilities(576) (6,871) (7,473)Increase in income taxes369 866 1,708Decrease in deferred pension and postretirement benefits(372) (347) (164)(Decrease) increase in other long-term liabilities(283) (2,172) 1,574Other, net(294) (3,105) 686Cash provided by operating activities67,087 20,778 43,519Investing activities: Net proceeds from sale of discontinued operations— 107,431 —Acquisitions, net of cash acquired(131,689) (5,161) (22,096)Capital expenditures(29,982) (33,779) (37,931)Proceeds from disposition of capital assets264 832 340Proceeds from property insurance claim1,263 4,801 —Cash (used for) provided by investing activities(160,144) 74,124 (59,687)Financing activities: Borrowings under credit facility117,000 — 23,500Repayments of credit facility borrowings(67,000) — (23,500)Repayments of other long-term debt(1,020) (175) (557)Common stock dividends paid(5,515) (5,992) (5,931)Issuance of common stock5,109 3,249 2,583Excess tax benefit from share-based compensation60 654 236Debt issuance costs(496) — (1,200)Purchase of treasury stock(52,719) (22,281) —Other, net— 86 —Cash used for financing activities(4,581) (24,459) (4,869)Effect of exchange rate changes on cash and cash equivalents379 207 (484)(Decrease) increase in cash and cash equivalents(97,259) 70,650 (21,521)Cash and cash equivalents at beginning of period120,384 49,734 71,255Cash and cash equivalents at end of period$23,125 $120,384 $49,734See notes to consolidated financial statements.50Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. Nature of Operations, Basis of Presentation and Significant Accounting PoliciesNature of OperationsQuanex Building Products Corporation is a component supplier for the window and door (fenestration) industry, which includes: (1) energy efficientwindow components that include flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and door screens, and (4) precision-formed metaland wood products for original equipment manufacturers (OEMs). In addition, we provide certain non-fenestration components and products, which includesolar panel sealants, wood flooring, trim moldings, plastic decking, fencing, water retention barriers, hardware and conservatory roof components. QuanexBuilding Products Corporation serves a primary customer base in North America and also serves customers in international markets through operating plantsin the United Kingdom and Germany, as well as through sales and marketing efforts in other countries.Unless the context indicates otherwise, references to "Quanex", the "Company", "we", "us" and "our" refer to the consolidated business operations ofQuanex Building Products Corporation and its subsidiaries.Basis of Presentation and Principles of ConsolidationOur consolidated financial statements have been prepared by us in accordance with accounting principles generally accepted in the United States ofAmerica (U.S. GAAP). We consolidate our wholly-owned subsidiaries and eliminate intercompany sales and transactions. We have no cost or equityinvestments in companies that are not wholly-owned. In our opinion, these audited financial statements contain all adjustments necessary to fairly presentour financial position, results of operations and cash flows for the periods presented.Use of EstimatesIn preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date ofthe financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an ongoing basis,including those related to impairment of long lived assets and goodwill, contingencies and income taxes. Changes in facts and circumstances may result inrevised estimates and actual results may differ from these estimates.A summary of our significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statementsfollows:Revenue RecognitionWe recognize revenue when products are shipped and when title has passed to the customer. Revenue is deemed to be realized or earned when thefollowing criteria are met: (a) persuasive evidence that a contractual sales arrangement exists; (b) delivery has occurred; (c) the price to the buyer is fixed ordeterminable; and (d) collection is reasonably assured. Sales allowances and customer incentives are treated as reductions to revenue and are provided forbased on historical experience and current estimates.Cash and Cash EquivalentsCash equivalents include all highly liquid investments with an original maturity of three months or less. Such securities with an original maturity whichexceeds three months are deemed to be short-term investments. We maintain cash and cash equivalents at several financial institutions, which at times maynot be federally insured or may exceed federally insured limits. We have not experienced any losses in such accounts and believe we are not exposed to anysignificant credit risks on such accounts.Concentration of Credit Risk and Allowance for Doubtful AccountsCertain of our businesses or product lines are largely dependent on a relatively few large customers. Although we believe we have an extensivecustomer base, the loss of one of these large customers or if such customers were to incur a prolonged period of decline in business, our financial conditionand results of operations could be adversely affected. For the year ended October 31, 2015, each of two customers provided more than 10% of ourconsolidated net sales (11% and 14%). Each of two customers provided more than 10% of our consolidated net sales for the year ended October 31, 2014(11% and 15%) and each of two customers provided more than 10% of our consolidated net sales for the year ended October 31, 2013 (11% and 18%).Amounts included in accounts receivable at October 31, 2015 and 2014 related to these customers totaled $8.3 million and $5.0 million at October 31, 2015and $8.8 million and $7.0 million at October 31, 2014.We have established an allowance for doubtful accounts to estimate the risk of loss associated with our accounts receivable balances. Our policy fordetermining the allowance is based on factors that affect collectability, including: (a) historical trends of51Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) write-offs, recoveries and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. We believe our allowance isadequate to absorb any known or probable losses as of October 31, 2015.Business CombinationsWe apply the acquisition method of accounting for business combinations in accordance with U.S. GAAP, which requires us to make use ofestimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the net assets and liabilities acquired. We use establishedvaluation techniques and engage reputable valuation specialists to assist us with these valuations.InventoryWe record inventory at the lower of cost or market value. Inventories are valued using the first-in first-out (FIFO) and last-in first-out (LIFO) methods,although LIFO is only used at two of our plant locations currently. We use the dollar-value link chain LIFO method, and the LIFO reserve is calculated on aconsolidated basis in a single consolidated pool. The businesses that we acquire and integrate into our operations may value inventories using either theLIFO or FIFO method. Fixed costs related to excess manufacturing capacity have been expensed in the period, and therefore, are not capitalized intoinventory. Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded primarily based on our forecast of futuredemand and our estimates regarding current and future market conditions. Significant unanticipated variances to our forecasts could require a change in theprovision for excess or obsolete inventory, resulting in a charge to net income during the period of the change.Long-Lived AssetsProperty, Plant and Equipment and Intangible Assets with Defined LivesWe make judgments and estimates related to the carrying value of property, plant and equipment, intangible assets with defined lives, and long-livedassets, which include determining when to capitalize costs, the depreciation and amortization methods to use and the useful lives of these assets. We evaluatethese assets for impairment when there are indicators that the carrying values of these assets might not be recoverable. Such indicators of impairment mayinclude changes in technology, significant market fluctuations, historical losses or loss of a significant customer, or other changes in circumstances thatcould affect the assets’ ability to generate future cash flows. When we evaluate these assets for impairment, we compare the sum of the undiscounted cashflows expected to result from the use and eventual disposition of the asset to its carrying value. If the carrying value exceeds the sum of the undiscountedcash flows, and there is no alternative use for the asset, we determine that the asset is impaired. To measure the impairment charge, we compare the carryingamount of the long-lived asset to its fair value, as determined by quoted market prices in active markets, if available, or by discounting the projected futurecash flows using our incremental borrowing rate.This calculation of fair value requires us to make long-term forecasts of future operating results related tothese assets. These forecasts are based on assumptions about demand for our products and future market conditions. Future events and unanticipated changesto these assumptions could require a provision for impairment, resulting in a charge to net income during the period of the change.We monitor relevant circumstances, including industry trends, general economic conditions, and the potential impact that such circumstances mighthave on the valuation of our identifiable intangible assets with finite lives. Events and changes in circumstances that may cause a triggering event andnecessitate such a review include, but are not limited to: a decrease in sales for certain customers, improvements or changes in technology, and/or a decisionto discontinue the use of a trademark or trade name, or allow a patent to lapse. Such events could negatively impact the fair value of our identifiableintangible assets. In such circumstances, we may evaluate the underlying assumptions and estimates made by us in order to assess the appropriate valuationof these identifiable intangible assets and compare to the carrying value of the assets. We may be required to write down these identifiable intangible assetsand record a non-cash impairment charge. When we originally value our intangible assets, we use a variety of techniques to establish the carrying value ofour intangible assets, including the relief from royalty method, excess current year earnings method and income method.Software development costs, including costs incurred to purchase third-party software, are capitalized when we have determined that the technology iscapable of meeting our performance requirements, and we have authorized funding for the project. We cease capitalization of software costs when thesoftware is substantially complete and is ready for its intended use. The software is then amortized over its estimated useful life. When events orcircumstances indicate the carrying value of internal use software might not be recoverable, we assess the recoverability of these assets by comparing thecarrying value of the asset to the undiscounted future cash flows expected to be generated from the asset’s use, consistent with the methodology to test otherproperty, plant and equipment for impairment.52Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Property, plant and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the assets. Wecapitalize betterments which extend the useful lives or significantly improve the operational efficiency of assets. We expense repair and maintenance costs asincurred.The estimated useful lives of our primary asset categories at October 31, 2015 were as follows: Useful Life (in Years)Land improvements7 to 25Buildings25 to 40Building improvements5 to 20Machinery and equipment2 to 15Leasehold improvements are depreciated over the shorter of their estimated useful lives or the term of the lease.GoodwillWe use the acquisition method to account for business combinations and to the extent that the purchase price exceeds the fair value of the net assetsacquired, we record goodwill. In accordance with U.S. GAAP, we are required to evaluate our goodwill on a qualitative basis to determine if there areindicators of impairment. If there are no indicators, no further analysis is deemed necessary. However, if there are indicators of impairment or if events orcircumstances indicate there may be a potential impairment, we perform an annual goodwill impairment test as of August 31, or more frequently if indicatorsof impairment exist. This impairment test requires a two-step approach as prescribed in ASC Topic 350 “Intangibles - Goodwill and Other” (ASC 350). Thefirst step of the impairment test requires us to compare the fair value of each reporting unit to its carrying value including goodwill. To determine fair value ofour reporting units, we use multiple valuation techniques including a discounted cash flow analysis, using the applicable weighted average cost of capital, incombination with a market approach. This test requires us to make assumptions about the future growth of our business and the market in general, as well asother variables such as the level of investment in capital expenditure, growth in working capital requirements and the terminal or residual value of ourreporting units beyond the periods of estimated annual cash flows. We use a third-party valuation firm to assist us with this analysis. If the fair value of eachreporting unit exceeds its carrying value, no further testing is required. Otherwise, we perform the second step of the impairment test whereby we compare theimplied fair value of goodwill to its carrying value. The implied fair value of goodwill is determined by applying the acquisition method of accounting for abusiness combination to the reporting unit as if it were acquired. Under this method, the fair value of the reporting unit is deemed to be the purchase price.The assets and liabilities are recorded at their fair value and the remaining excess of fair value is the implied value of goodwill. An impairment loss isrecorded to the extent that the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill. Our estimates of future cashflows and the residual values could differ from actual cash flows which may require a provision for impairment in a future period.InsuranceWe manage our exposure to losses for workers’ compensation, group medical, property, casualty and other insurance claims through a combination ofself-insurance retentions and insurance coverage with third-party carriers. We record undiscounted liabilities associated with our portion of these exposures,which we estimate by considering various factors such as our historical claims experience, severity factors and estimated claims incurred but not reported, forwhich we have developed loss development factors, which are estimates as to how claims will develop over time until closed. While we consider a number offactors in preparing the estimates, sensitive assumptions using significant judgment are made in determining the amounts that are accrued in the financialstatements. Actual claims could differ significantly from these estimated liabilities, depending on future claims experience. We do not record insurancerecoveries until any contingencies relating to the claim have been resolved.Retirement PlansWe sponsor a defined benefit pension plan and an unfunded postretirement plan that provides health care and life insurance benefits for eligible retireesand dependents. To measure our liabilities associated with these plans, we make assumptions related to future events, including expected return on planassets, rate of compensation increases, and healthcare cost trend rates. The discount rate reflects the rate at which benefits could be effectively settled on themeasurement date. We determine our discount rate based on a pension discount curve, and the rate represents the single rate that, if applied to every year ofprojected benefit payments, would result in the same discounted value as the array of rates that comprise the pension discount curve. Actual pension planasset investment performance, as well as other economic experience such as discount rate and demographic experience, will either reduce or increaseunamortized pension losses at the end of any fiscal year, which ultimately affects future pension costs.53Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Warranty ObligationsWe accrue warranty obligations when we recognize revenue for certain products. Our provision for warranty obligations is based on historical costsincurred for such obligations and is adjusted, where appropriate, based on current conditions and factors. Our ability to estimate our warranty obligations issubject to significant uncertainties, including changes in product design and our overall product sales mix.Income TaxesWe record the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the amounts reported in ourconsolidated balance sheets, as well as net operating losses and tax credit carry forwards. We evaluate the carrying value of the net deferred tax assets anddetermine whether we will be able to generate sufficient future taxable income to realize our deferred tax assets. We perform this review for recoverability ona jurisdictional basis, whereby we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weightgiven to the positive and negative evidence is commensurate with the extent to which the evidence can be objectively verified. Cumulative losses in recentyears is a significant piece of negative evidence that is difficult to overcome in determining that a valuation allowance is not needed against deferred taxassets. Thus, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences tooutweigh objective negative evidence of recent financial reporting losses. We recorded net income for the year ended October 31, 2015 and we believe wewill fully realize our deferred tax assets, net of recorded valuation allowance. We project future taxable income using the same forecasts used to test long-lived assets and intangibles for impairment, scheduling out the future reversal of existing taxable temporary differences and reviewing our most recentfinancial operations. In the event the estimates and assumptions indicate we will not generate sufficient future taxable income to realize our deferred taxassets, we record a valuation allowance against a portion of our deferred tax assets.We evaluate our on-going tax positions to determine if it is more-likely-than-not we will be successful in defending such positions if challenged bytaxing authorities. To the extent that our tax positions do not meet the more-likely-than-not criteria, we record a liability for uncertain tax positions.Historically, we have recorded a liability for uncertain tax positions which stem from an unrecognized tax benefit from our 2008 spin-off from ourpredecessor parent company, as well as certain state tax items regarding the interpretation of tax laws and regulations. In January 2015, we reversed theliability for uncertain tax positions related to the 2008 spin-off based on the issuance of a no change letter from the Internal Revenue Service (Note 11,"Income Taxes"). We continue to evaluate our positions regarding various state tax interpretations at each reporting date, until the applicable statute oflimitations lapse.Environmental ContingenciesWe are subject to extensive laws and regulations concerning the discharge of materials into the environment and the remediation of chemicalcontamination. To satisfy such requirements, we incur expenditures and make capital investments on an ongoing basis. We accrue our best estimates of ourremediation obligations and adjust these accruals when further information becomes available or circumstances change. Those estimates may changesubstantially depending on information about the nature and extent of contamination, appropriate remediation technologies, and regulatory approvals.Recoveries of environmental remediation costs from other parties are recorded as assets, current and non-current portions, when receipt is deemed probable.Unanticipated changes in circumstances and/or legal requirements could extend the length of time over which we pay our remediation costs or could increaseactual cash expenditures for remediation in any period.Derivative InstrumentsWe have historically used financial and commodity-based derivative contracts to manage our exposure to fluctuations in foreign currency exchangerates and aluminum prices. All derivatives are measured at fair value on a recurring basis and the methodology and classifications are discussed further inNote 13. We have not designated the derivative instruments we use as cash flow hedges under ASC Topic 815 "Derivatives and Hedging” (ASC 815).Therefore, all gains and losses, both realized and unrealized, are recognized in the consolidated statements of income (loss) in the period of the change as theunderlying assets and liabilities are marked-to-market. We do not enter into derivative instruments for speculative or trading purposes. As such, theseinstruments are considered economic hedges, and are reflected in the operating activities section of the consolidated statements of cash flow.54Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Foreign Currency TranslationOur consolidated financial statements are presented in our reporting currency, the United States dollar. Our German and United Kingdom operations aremeasured using the local currency as the functional currency. The assets and liabilities of our foreign operations which are denominated in other currenciesare translated to United States dollars using the exchange rates as of the balance sheet date. Revenues and expenses are translated at the average exchangerates for the applicable period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss on theconsolidated balance sheets.Occasionally, we enter into transactions that are denominated in currencies other than our functional currency. At each balance sheet date, we translatethese asset or liability accounts to our functional currency and record unrealized transaction gains or losses. When these assets or liabilities settle, we recordrealized transaction gains or losses. These realized and unrealized gains or losses are included in the accompanying consolidated statements of income (loss)under the caption, “Other, net.”Stock–Based CompensationWe have issued stock-based compensation in the form of stock options to directors, employees and officers, and non-vested restricted stock awards tocertain key employees and officers. We apply the provisions of ASC Topic 718 “Compensation - Stock Compensation” (ASC 718), to determine the fair valueof stock option awards on the date of grant using the Black-Scholes valuation model. We recognize the fair value as compensation expense on a straight-linebasis over the requisite service period of the award based on awards ultimately expected to vest. Stock options granted to directors vest immediately whilethe stock options granted to our employees and officers typically vest ratably over a three-year period with service and continued employment as the vestingconditions. For new option grants to retirement-eligible employees, we recognize expense and vest immediately upon grant, consistent with the retirementvesting acceleration provisions of these grants. For employees near retirement age, we amortize such grants over the period from the grant date to theretirement date if such period is shorter than the standard vesting schedule. For grants of non-vested restricted stock, we calculate the compensation expenseat the grant date as the number of shares granted multiplied by the closing stock price of our common stock on the date of grant. This expense is recognizedratably over the vesting period. Our non-vested restricted stock grants to officers and employees cliff vest over a three-year period with service and continuedemployment as the only vesting criteria. Our fair value determination of stock-based payment awards on the date of grant using an option-pricing model isaffected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are notlimited to, our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behavior over the expectedterm, our dividend rate, risk-free rate and expectation with regards to forfeitures. Option-pricing models were developed for use in estimating the value oftraded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that aresignificantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, the valuation modelsmay not provide an accurate measure of the fair value of our employee stock options. Accordingly, that value may not be indicative of the fair value observedin a willing buyer/willing seller market transaction.We have granted other awards which are linked to the performance of our common stock, but will settle in cash rather than the issuance of shares of ourcommon stock. The value of these awards fluctuates with changes in our stock price, with the resulting gains or losses reflected in the period of thechange.We have recorded current and non-current liabilities related to these awards reflected in the accompanying consolidated balance sheets at October 31,2015 and 2014. See Note 15, “Stock-based Compensation.”In addition, we have granted performance share units which settle in cash and shares. These awards have vesting criteria based on a market condition(relative total shareholder return) and an internal performance condition (earnings per share growth). We utilize a Monte Carlo simulation model to value themarket condition and our stock price on the date of grant to value the internal performance condition. We bifurcate the liability and equity portion of theawards (amounts expected to settle in cash and shares, respectively) and recognize expense ratably over the vesting period of three years.Treasury StockWe use the cost method to record treasury stock purchases whereby the entire cost of the acquired shares of our common stock is recorded as treasurystock (at cost). When we subsequently reissue these shares, proceeds in excess of cost upon the issuance of treasury shares are credited to additional paid incapital, while any deficiency is charged to retained earnings.55Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Earnings per Share DataWe calculate basic earnings per share based on the weighted average number of our common shares outstanding for the applicable period. We calculatediluted earnings per share based on the weighted average number of our common shares outstanding for the period plus all potentially dilutive securitiesusing the treasury stock method, whereby we assume that all such shares are converted into common shares at the beginning of the period, if deemed to bedilutive. If we incur a loss from continuing operations, the effect of potentially dilutive common stock equivalents (stock options and unvested restrictedstock awards) are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Performance shares are excluded fromcontingent shares for purposes of calculating diluted weighted average shares until the performance measure criteria is probable and shares are likely to beissued.Supplemental Cash Flow InformationThe following table summarizes our supplemental cash flow information for the years ended October 31, 2015, 2014 and 2013: Year Ended October 31, 2015 2014 2013 (In thousands)Cash paid for interest$830 $361 $431Cash paid for income taxes2,561 3,046 1,273Cash received for income tax refunds403 66 1,465Noncash investing and financing activities: Share value cancelled to satisfy tax withholdings153 155 518Recognition of unrecognized tax benefit10,883 1,977 3,032Asset retirement obligation— — 1,267Debt assumed in acquisition7,673 — 91(Decrease) increase in capitalized expenditures in accounts payable and accrued liabilities$(204) $1,398 $1,249Discontinued OperationsIn accordance with ASC Topic 205-20 “Presentation of Financial Statements-Discontinued Operations” (ASC 205), we present the results ofoperations of businesses which have been sold or meet the criteria to be classified as held for sale on a consolidated basis as a separate caption below netincome (loss) from continuing operations, net of tax. We also aggregate the assets and liabilities associated with discontinued operations and presentseparately as a component of current assets, long-term assets, current liabilities and long-term liabilities, as applicable, in the accompanying balance sheets. Ifan impairment loss is indicated and the fair value of the net assets exceeds the carrying value at the balance sheet date, we record an impairment loss in theperiod the net assets are classified as held for sale. We cease depreciation of assets which are classified as held for sale. We use our judgment to ascertain whena business meets the criteria to be accounted for as held for sale. Changes in circumstances or our level of future involvement with a business that has beensold may impact how we account for discontinued operations.Prior to April 1, 2014, we had two reportable business segments: (1) Engineered Products and (2) Aluminum Sheet Products. On April 1, 2014, we soldour interest in a limited liability company which held the assets of the Nichols Aluminum business (Nichols), the sole operating segment included in ourAluminum Sheet Products reportable segment, to Aleris International, Inc. (Aleris), a privately held Delaware corporation which provides aluminum rolledproducts and extrusions, aluminum recycling and specification aluminum alloy production. We received net proceeds of $107.4 million, which includes aworking capital adjustment of $2.6 million which we paid in June 2014, resulting in a gain on the transaction of $24.1 million, net of related taxes of $15.0million. We paid $0.4 million to reimburse Aleris for certain severance costs related to Nichols employee terminations in accordance with the purchaseagreement, which reduced the pre-tax gain on the sale. We entered into a transition services agreement whereby we provided certain administrative servicesto Nichols through May 31, 2014, including information technology support, benefit administration and payroll services.Nichols represented a significant portion of our assets and operations. We accounted for this sale as a discontinued operation. We revised our financialstatements and reclassified the assets and liabilities of Nichols as discontinued operations as of October 31, 2013, and removed the results of operations ofNichols from net income (loss) from continuing operations, and presented separately as income (loss) from discontinued operations, net of taxes, for each ofthe accompanying consolidated statements of income (loss). Unless noted otherwise, the notes to the consolidated financial statements pertain to ourcontinuing operations.56Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For cash flow statement presentation, the sources and uses of cash for Nichols are presented as operating, investing and financing cash flows, asapplicable, combined with such cash flows for continuing operations, as permitted by U.S. GAAP.We have historically purchased rolled aluminum product from Nichols. We expect to continue to purchase aluminum from Nichols in the normal courseof business. We considered whether these aluminum purchases and the services anticipated under the transition services agreement constituted significantcontinuing involvement with Nichols. Since these purchases are in the normal course of business and the services provided were for a relatively short periodand are customary for similar transactions, we determined that this involvement was not deemed significant and does not preclude accounting for thetransaction as a discontinued operation. Our purchases of aluminum product from Nichols for the years ended October 31, 2015, 2014 and 2013 were $9.5million, $14.9 million and $12.6 million, respectively.As of October 31, 2015, we recorded a receivable from Aleris of less than $0.1 million, which represented reimbursable costs, primarily associatedwith workers compensation and health insurance claims. We expect to continue to incur costs associated with these claims which will be reimbursable fromAleris.In November 2013, Nichols experienced a fire at its Decatur, Alabama facility, which damaged a cold mill used to roll aluminum sheet to a desiredthickness. The loss was insured, subject to a $0.5 million deductible. We capitalized $6.5 million to rebuild the asset, which was returned to service as ofMarch 31, 2014. We incurred cost of $2.3 million associated with this loss, including an impairment of $0.5 million related to retirement of the asset, movingcosts, outside service costs, clean-up and the deductible. This insurance claim was settled in July 2015. We received insurance proceeds of $6.1 million, ofwhich $1.3 million was received in 2015, resulting in a recognized gain on involuntary conversion of $3.7 million.The following table summarizes the operating results for Nichols for the years ended October 31, 2014 and 2013: Year Ended October 31, (in thousands) 2014 2013Net sales$142,797 $410,381Operating (loss) income(5,094) 1,091(Loss) income before income taxes, before gain on sale(5,111) 1,071Income tax benefit (expense), before gain on sale1,947 (390)Gain on sale, net of tax of $15,06224,060 —Net income$20,896 $681Basic earnings per common share$0.57 $0.02Diluted earnings per common share$0.56 $0.02Subsequent EventsWe have evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the date the financial statementswere issued.57Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. AcquisitionsHLPOn June 15, 2015, we acquired the outstanding ownership shares of Flamstead Holdings Limited, an extruder of vinyl linear products and manufacturerof other plastic products incorporated and registered in England and Wales, for $131.7 million in cash, net of cash acquired, debt assumed of $7.7 million andcontingent consideration of $10.3 million, resulting in goodwill on the transaction of approximately $61.5 million. Following a pre-sale reorganization andpurchase, Flamstead Holdings Limited owned 100% of the ownership shares of the following subsidiaries: HL Plastics Limited, Vintage Windows Limited,Wegoma Machinery Sales Limited, and Liniar Limited (collectively referred to as “HLP”) each of which is registered in England and Wales. The agreementcontains an earn-out provision which is calculated as a percentage of earnings before interest, tax and depreciation and amortization for a specified period, asdefined in the purchase agreement. Pursuant to this earn-out provision, the former owner can select a base year upon which to calculate the earn-out (one ofthe next three succeeding twelve-month periods ended July 31). For purposes of the preliminary purchase price allocation, the earn-out has been calculatedusing a probability weighting and has been adjusted for the time-value of money, with greater weight given to the third (and final) twelve-month period(when the earnings before interest tax depreciation and amortization is expected to be greatest).We have assumed operating leases associated with the HLP acquisition for which our lessors are entities that were either wholly-owned subsidiaries oraffiliates of Flamstead Holdings Limited prior to the pre-acquisition reorganization, and in which a former owner, who is now our employee, has an ownershipinterest. These leases include our primary operating facilities, a finished goods warehouse and a mixing plant. The lease for the manufacturing plant has a 20-year term which began in 2007, the lease for the warehouse has a 15-year term which began in 2012, and the lease for the mixing plant has a 13.5-year termwhich began in 2013. We have recorded rent expense of approximately $0.4 million pursuant to these agreements for the period June 15, 2015 to October 31,2015. Commitments under these lease arrangements are included in our operating lease commitments disclosed in Note 12, Commitments and Contingencies.We believe the acquisition of HLP: (1) expands our international presence in the global fenestration business, particularly in the United Kingdomhousing market; (2) expands our vinyl extrusion product offerings, including house systems, supplemented with the brand recognition related to Liniar; (3)provides synergies and an opportunity to sell complementary products, while adding new product offerings such as water retention barriers and conservatoryroofing products; and (4) aligns well with our strategy to be the preferred supplier of quality products to our customers, while maintaining safe, efficientmanufacturing facilities.For the period from the date of acquisition, June 15, 2015 through October 31, 2015, our consolidated operating results include revenues and netincome totaling $42.2 million and $1.5 million, respectively, associated with HLP.The preliminary purchase price has been allocated to the fair value of the assets acquired and liabilities assumed, as indicated in the table below.Although we believe our estimates of the fair value of the assets and liabilities acquired are accurate, these estimates are subject to change and may result inan increase or decrease in goodwill, particularly with regard to third-party valuations, during the measurement period. We have not yet finalized thevaluations at October 31, 2015. This measurement period may extend up to one year from the acquisition date. Changes in the contingent consideration dueto the passage of time and potential differences between projected and actual operating results for HLP for the earn-out period will be recorded as period costsas incurred. We recorded expense of $0.1 million related to the change in contingent consideration for the period from June 15, 2015 to October 31, 2015. Inaddition, we recorded certain adjustments related to the fair value of fixed assets, inventory and other assets resulting in a decrease in goodwill of $0.4million during this period.58Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of Date ofOpening Balance Sheet (In thousands)Net assets acquired: Accounts receivable$12,104Inventory16,015Prepaid and other assets722Property, plant and equipment27,394Goodwill61,524Intangible assets61,101Other non-current assets2,252Accounts payable(9,375)Income taxes payable(948)Accrued expenses(6,616)Deferred tax liabilities(14,492)Net assets acquired$149,681Consideration: Cash, net of cash and cash equivalents acquired$131,689Debt assumed in acquisition (capital leases)7,673Contingent consideration (earn-out)10,319 $149,681We are using recognized valuation techniques to determine the fair value of the assets and liabilities, including the income approach for customerrelationships and trade names, and the cost approach to value patents, with a discount rate that reflects the risk of the expected future cash flows. Thegoodwill balance is not deductible for tax purposes.GreenvilleOn December 31, 2013, we acquired certain vinyl extrusion assets of Atrium Windows and Doors, Inc. (Atrium) at a facility in Greenville, Texas, for $5.2million in cash (Greenville). We accounted for this transaction as a business combination resulting in an insignificant gain on the purchase. We entered into asupply agreement with Atrium related to the products manufactured at Greenville. We believe this acquisition expanded our vinyl extrusion capacity andpositioned us with a platform from which to better serve our customers in the southern United States.The purchase price has been allocated to the fair value of the assets acquired and liabilities assumed, as indicated in the table below. As of Date ofOpening Balance Sheet (In thousands)Net assets acquired: Inventories$161Prepaid and other current assets145Property, plant and equipment4,695Intangible assets290Deferred income tax liability(50)Net assets acquired$5,241Consideration: Cash, net of cash and cash equivalents acquired$5,161 Gain recognized on bargain purchase$8059Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) We used recognized valuation techniques to determine the fair value of the assets and liabilities, including the income approach for customerrelationships, with a discount rate that reflects the risk of the expected future cash flows. The gain on bargain purchase of approximately $0.1 million isincluded in "Other, net" on our consolidated statement of income (loss) for the year ended October 31, 2014.AlumcoOn December 31, 2012, we acquired substantially all of the assets of Alumco, Inc. and its subsidiaries (Alumco), including its aluminum screenbusiness, for $22.4 million in cash. The purchase agreement contains (1) a working capital clause that provides for an adjustment to the purchase price basedon the working capital balance as of the acquisition date and (2) an earn-out clause that provides for the payment of an additional $0.5 million to Alumcocontingent upon the achievement of certain financial targets. We received $0.4 million from the prior owner of Alumco pursuant to the working capitalclause. We recorded contingent consideration of $0.3 million as the fair value of the earn-out included in the purchase price. As of October 31, 2013, wedetermined that the earn-out provision criteria was not met and decreased expense by $0.3 million.Pro Forma ResultsWe calculated the pro forma impact of the acquisition of HLP on our operating results for the twelve months ended October 31, 2015. The following proforma results give effect to this acquisition, assuming this transaction occurred on November 1 of the respective period. Pro Forma Results For the Years Ended October 31, 2015October 31, 2014 (In thousands)Net sales$704,461$691,491Income from continuing operations$21,667$18,064Net income$22,146$38,960Basic and diluted earnings per share$0.65$0.50We derived the pro forma results of the acquisition of HLP based upon historical financial information obtained from the sellers and certainmanagement assumptions. Our pro forma adjustments relate to incremental amortization associated with intangible assets and interest expense associatedwith borrowings to effect the transaction, assuming a November 1, 2014 effective date. In addition, we calculated the tax impact of these adjustments at a20% statutory rate in the United Kingdom, as applicable, and a 35% statutory rate in the United States with regard to interest on pro forma borrowings.These pro forma results do not purport to be indicative of the results that would have been obtained had the acquisition of HLP been completed onNovember 1 of the respective period, or that may be obtained in the future.Pro forma results of operations were omitted for the Greenville and Alumco acquisitions because these acquisitions were not deemed to be material toour results of operations for the years ended October 31, 2014 and 2013, respectively.3. Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable consisted of the following as of October 31, 2015 and 2014: October 31, 2015 2014 (In thousands)Trade receivables$64,156 $55,274Receivables from employees9 1Other588 616Total$64,753 $55,891Less: Allowance for doubtful accounts673 698Accounts receivable, net$64,080 $55,19360Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The changes in our allowance for doubtful accounts were as follows: Year Ended October 31, 2015 2014 2013 (In thousands)Beginning balance as of November 1, 2014, 2013 and 2012, respectively$698 $481 $977Bad debt expense (benefit)25 359 (70)Amounts written off(66) (192) (533)Recoveries16 50 107Balance as of October 31,$673 $698 $4814. InventoriesInventories consisted of the following at October 31, 2015 and 2014: October 31, 2015 2014 (In thousands)Raw materials$36,865 $36,751Finished goods and work in process32,206 25,558Supplies and other2,064 806Total$71,135 $63,115Less: Inventory reserves8,106 5,757Inventories, net$63,029 $57,358The changes in our inventory reserve accounts were are follows for the years ended October 31, 2015, 2014 and 2013: Year Ended October 31, 2015 2014 2013 (In thousands)Beginning balance as of November 1, 2014, 2013 and 2012, respectively$5,757 $5,040 $5,605Charged (credited) to cost of sales2,853 960 (563)Write-offs(504) (243) (2)Balance as of October 31,$8,106 $5,757 $5,040Fixed costs related to excess manufacturing capacity, if any, have been expensed in the period they were incurred and, therefore, are not capitalizedinto inventory. Our inventories at October 31, 2015 and 2014 were valued using the following costing methods: October 31, 2015 2014 (In thousands)LIFO$3,642 $5,122FIFO59,387 52,236Total$63,029 $57,358For inventories valued using the LIFO method, replacement cost exceeded the LIFO value by approximately $1.3 million and $1.4 million as ofOctober 31, 2015 and 2014, respectively. We liquidated LIFO layers during the year ended October 31, 2013, which resulted in a reduction of the LIFOreserve and a corresponding decrease to cost of sales of approximately $0.1 million for the year ended October 31, 2013. There were no liquidations of LIFOcosting layers during the fiscal years ended October 31, 2015 and 2014.We record LIFO reserve adjustments as corporate expenses so that our chief operating decision maker can review the operations of our operatingsegments on a consistent FIFO or weighted-average basis. We calculate our LIFO reserve adjustments on a consolidated basis in a single pool using thedollar-value link chain method.61Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For our business acquisitions which have inventory balances, we integrate these operations and allow the use of either the LIFO or FIFO costingmethod. The inventory costing methods selected by these acquired businesses depends upon the facts and circumstances that exist at the time, and mayinclude expected inventory quantities and expected future pricing levels. We perform this evaluation for each business acquired individually.5. Property, Plant and EquipmentProperty, plant and equipment consisted of the following at October 31, 2015 and 2014: October 31, 2015 2014 (In thousands)Land and land improvements$2,149 $2,121Buildings and building improvements50,050 47,283Machinery and equipment292,188 251,584Construction in progress13,797 8,913Property, plant and equipment, gross358,184 309,901Less: Accumulated depreciation217,512 200,414Property, plant and equipment, net$140,672 $109,487Depreciation expense for continuing operations for the years ended October 31, 2015, 2014, and 2013 was $26.2 million, $24.8 million and $44.6million, respectively.Assets recorded under capital leases had a historical cost of $9.4 million and $0.2 million, respectively, and accumulated depreciation of $0.6 millionand $0.1 million, respectively as of October 31, 2015 and 2014. Depreciation expense related to these assets totaled $0.5 million, $0.1 million and $0.1million for the periods ended October 31, 2015, 2014 and 2013, respectively. Refer to Note 8, Debt and Capital Lease Obligations for additional informationon capital leases.If there are indicators of potential impairment, we evaluate our property, plant and equipment for recoverability over the remaining useful lives of theassets. We recorded asset impairment charges related to specific assets that were held for sale for the years ended October 31, 2014 and 2013 as follows: Year Ended October 31, 2015 2014 2013 (In thousands)Asset impairment charges— 505(1) 1,465(2) (1) Related to the facility in Barbourville, Kentucky, which was sold in May 2014.(2) Related to the write down of land in Arizona and the facility in Barbourville, Kentucky.6. Goodwill and Intangible AssetsGoodwillThe change in the carrying amount of goodwill for the years ended October 31, 2015 and 2014 was as follows: Year Ended October 31, 2015 2014 (In thousands)Beginning balance as of November 1, 2014 and 2013$70,546 $71,866Acquisitions61,524 —Foreign currency translation adjustment(2,300) (1,320)Balance as of October 31,$129,770 $70,54662Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) We evaluated our goodwill balances for indicators of impairment and performed an annual goodwill impairment test to determine the recoverability ofthese assets. We have four reportable units with goodwill balances. Three of these units are included in our Engineered Products segment and have goodwillbalances of $12.6 million, $53.2 million and $2.8 million, and one unit is included in our International Extrusion segment with a goodwill balance of $61.2million at October 31, 2015. We determined that the fair value of each of these reportable units well exceeded their respective book value (25% or greater),except with regard to the International Extrusion segment. The sole reportable unit in this segment is HLP, which was acquired six weeks before the annualtesting date and therefore the carrying value of the net assets approximated fair value. Therefore, we determined that our goodwill was not impaired. We didnot incur an impairment charge for the years ended October 31, 2015, 2014 or 2013.Identifiable Intangible AssetsAmortizable intangible assets consisted of the following as of October 31, 2015 and 2014: October 31, 2015 October 31, 2015 October 31, 2014 Remaining WeightedAverage Useful Life Gross CarryingAmount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortization (In thousands)Customer relationships15 years $98,750 $24,628 $53,083 $19,700Trademarks and trade names13 years 58,916 23,416 44,722 20,343Patents and other technology6 years 25,881 15,158 25,244 13,228Other1 year 1,767 1,302 1,392 1,020Total $185,314 $64,504 $124,441 $54,291We do not estimate a residual value associated with these intangible assets. Included in net intangible assets as of October 31, 2015 were customerrelationships of $44.8 million, trade names of $13.8 million, and patents and other of $0.6 million related to the HLP acquisition, with original estimateduseful lives of 20 years, 15 years, and approximately 13 years, respectively. These intangible assets will be amortized on a straight-line basis. While webelieve the third-party valuations related to the HLP acquisition to be accurate, the purchase price allocation is preliminary, and therefore may be subject tochange during the measurement period. See Note 2, "Acquisitions", included herewith.The aggregate amortization expense associated with identifiable intangible assets for the years ended October 31, 2015, 2014 and 2013 was $10.2million, $9.1 million and $8.9 million, respectively.Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years ending October 31, isas follows (in thousands): EstimatedAmortization Expense2016$12,350201711,883201811,635201910,84920209,788Thereafter64,305Total$120,810We did not incur impairment losses related to our identifiable intangible assets during the years ended October 31, 2015, 2014 or 2013.63Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 7. Accrued LiabilitiesAccrued liabilities consisted of the following at October 31, 2015 and 2014: October 31, 2015 2014 (In thousands)Payroll, payroll taxes and employee benefits$16,928 $15,183Accrued insurance and workers compensation2,945 2,870Sales allowances6,216 4,764Deferred compensation331 330Deferred revenue987 610Warranties309 385Audit, legal, and other professional fees1,862 799Accrued taxes2,572 439Accrued rent196 316Treasury share purchase accrual— 1,959Other5,018 4,827Accrued liabilities$37,364 $32,4828. Debt and Capital Lease ObligationsLong-term debt consisted of the following at October 31, 2015 and 2014: October 31, 2015 2014 (In thousands)Revolving Credit Facility$50,000 $—City of Richmond, Kentucky Industrial Building Revenue Bonds500 600Capital lease obligations6,900 185Total debt$57,400 $785Less: Current maturities of long-term debt2,359 199Long-term debt$55,041 $586Revolving Credit FacilityPrior to January 28, 2013, we maintained a $270.0 million senior unsecured revolving credit facility (the Retired Facility) which had been executed onApril 23, 2008 and was scheduled to mature on April 23, 2013. The Retired Facility provided for up to $50.0 million of standby letters of credit, limitedbased on availability, as defined. Amounts borrowed under the facility were to bear interest at a spread above the London Interbank Borrowing Rate (LIBOR)based on a combined leverage and ratings grid. In addition, the Retired Facility contained restrictive debt covenants, as defined in the indenture, andcontained certain limits on additional indebtedness, asset or equity sales and acquisitions. For the period from November 1, 2012 through January 28, 2013,we were in compliance with our debt covenants and did not borrow funds pursuant to the Retired Facility.On January 28, 2013, we entered into a Senior Unsecured Revolving Credit Facility (the Credit Facility) that had a five-year term and permittedaggregate borrowings at any time of up to $150 million, with a letter of credit sub-facility, a swing line sub-facility and a multi-currency sub-facility.Borrowings denominated in United States dollars bore interest at a spread above LIBOR or a base rate derived from the prime rate. Foreign denominatedborrowings bore interest at a spread above the LIBOR applicable to such currencies. Subject to customary conditions, we could have requested that theaggregate commitments under the Credit Facility be increased by up to $100 million, with total commitments not to exceed $250 million. The Credit Facilityreplaced our previous senior unsecured revolving credit facility (the Retired Facility) that was scheduled to expire on April 23, 2013.The Credit Facility required us to comply with certain financial covenants, the terms of which were defined therein. Specifically, on a quarterly basis,we were not permitted to allow our ratio of consolidated EBITDA to consolidated interest expense64Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) as defined (Minimum Interest Coverage Ratio), to fall below 3.00:1 or our ratio of consolidated funded debt to consolidated EBITDA, as defined (MaximumConsolidated Leverage Ratio), to exceed 3.25:1. The Maximum Consolidated Leverage Ratio is the ratio of consolidated EBITDA to consolidated interestexpense, in each case for the previous four consecutive fiscal quarters. EBITDA was defined by the indenture to include proforma EBITDA of acquisitionsand to exclude certain items such as goodwill and intangible asset impairments and certain other non-cash charges and non-recurring items. Subject to ourcompliance with the covenant requirements, the amount available under the Credit Facility was a function of: (1) our trailing twelve month EBITDA; (2) theMinimum Interest Coverage Ratio and Maximum Consolidated Leverage Ratio allowed under the Credit Facility; and (3) the aggregate amount of ouroutstanding debt and letters of credit. As of October 31, 2015, we were in compliance with the financial covenants set forth in the Credit Facility.Effective June 15, 2015, in conjunction with the acquisition of HLP, we borrowed $92.0 million, at a weighted average borrowing rate of 1.28%, underthe Credit Facility and subsequently repaid $42.0 million prior to October 31, 2015. As of October 31, 2015, we had outstanding revolver borrowings of$50.0 million, outstanding letters of credit of $5.9 million, and the remaining amount available to us for use under the Credit Facility was $86.6 million. Ourcurrent borrowing rates under the Credit Facility were 3.50% and 1.45% for the swing-line sub facility and the revolver, respectively, at October 31, 2015. Asof October 31, 2014, the amount available to us for use under the Credit Facility was $140.7 million and we had outstanding letters of credit of $6.1 million.Our borrowing rates under the Credit Facility were 3.25% and 1.20% for the swing-line sub facility and the revolver, respectively, at October 31, 2014.On November 2, 2015, we refinanced and retired the Credit Facility by entering into a $310.0 Million Term Loan Credit Agreement and a $100.0million ABL Credit Agreement (collectively the “New Credit Facilities”) with Wells Fargo, National Association, as Agent, and Bank of America, N.A.serving as Syndication Agent. The term loan portion of the New Credit Facilities matures on November 2, 2022, and requires quarterly principal paymentsequal to 0.25% of the aggregate borrowings. Interest is computed, at our election, based on a Base Rate plus applicable margin of 4.25%, or LIBOR plusapplicable margin of 5.25% (with the stipulation that LIBOR cannot be less than 1%). In the event of default, outstanding borrowings will accrue interest atthe Default Rate, as defined, whereby the obligations will bear interest at a per annum rate equal to 2% above the total per annum rate otherwise applicable.The term loan provides for incremental term loan commitments for a minimum principal amount of $25.0 million, up to an aggregate amount of $50.0million, to the extent that such borrowings do not cause the Consolidated Senior Secured Leverage Ratio to exceed 3.00 to 1.00. The term loan agreementpermits prepayment of the term loan of at least an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof without penalty,except if such prepayment is made as of November 2, 2016, we will pay a fee equal to 1% of such prepayment. The ABL portion of the New Credit Facilitiesmatures on November 2, 2020 with no stated principal repayment terms prior to maturity. Borrowing capacity and availability is determined based upon thedollar equivalent of certain working capital items including receivables and inventory, subject to eligibility as determined by Wells Fargo, NationalAssociation, as Administrative Agent, up to the facility maximum of $100.0 million. Interest is computed, at our election, on a grid as the Base Rate plus anApplicable Margin, as defined in the agreement, or LIBOR plus an Applicable Margin. The Applicable Margin is outlined in the following table:Level Average AggregateExcess Availability Applicable Margin Relative toBase Rate Loans Applicable Margin Relative toLIBOR Rate LoansI > 66.7% of the Maximum Revolver Amount 0.50 percentage points 1.50 percentage pointsII < 66.7% of the Maximum Revolver Amountand 33.3% of the Maximum RevolverAmount 0.75 percentage points 1.75 percentage pointsIII < 33.3% of the Maximum Revolver Amount 1.00 percentage points 2.00 percentage pointsWith regard to the applicable margin calculation, Level I is applied for the period from November 2, 2015 to March 31, 2016.In addition, the ABL portion of the New Credit Facilities requires payment of a commitment fee (unused line fee) in accordance with the following table:Level Average Revolver Usage Applicable Unused Line Fee PercentageI > 50% of the Maximum Revolver Amount 0.25 percentage pointsII < 50% of the Maximum Revolver Amount 0.375 percentage pointsWith regard to the unused line fee, Level II is applied for the period from November 2, 2015 to March 31, 2016.65Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The New Credit Facility contains restrictive debt covenants which include: (1) as of the last day of each fiscal quarter through October 30, 2017, ourConsolidated Total Leverage Ratio, as defined in the agreement, must not exceed 4.50 to 1.00. For the last day of each fiscal quarter after October 30, 2017,this ratio cannot exceed 4.00 to 1.00; (2) as of the last day of each fiscal month, we must maintain a trailing twelve-month Consolidated Fixed ChargeCoverage Ratio, as defined in the agreement, of at least 1.10 to 1.00; (3) if our ABL Revolver Usage, as defined, exceeds the Borrowing Base, we must repaythe excess amount on an accelerated basis to bring down the borrowing level; (4) if we receive consideration for the sale of assets other than “permittedassets” or for any insurance or condemnation event related to the ABL collateral, we are required to repay this amount as an ABL prepayment; if suchpayment is received with regards to assets that are not related to the ABL collateral, then we are required to repay this amount as a term loan prepayment; and(5) for each year we have “Excess Cash Flow,” as defined, we are required to make a mandatory prepayment of the term loan calculated in accordance with theterms outlined in the credit agreement.Furthermore, the New Credit Facilities requires periodic reporting, as well as monthly borrowing base calculation pursuant to the ABL portion of thefacility, and could restrict or limit our ability to engage in certain business activities such as: (1) future business acquisitions or liquidations; (2) incurringnew indebtedness, liens or encumbrances; (3) merging or consolidating operations; (4) disposing of significant assets; (5) prepaying subordinated debt; (6)engaging in certain transactions with affiliates; or (7) modifying incentive plans or governance documents, amongst other restrictions (including a limitationon annual dividend payments of $8.0 million).Other Debt InstrumentsThe City of Richmond, Kentucky Industrial Building Revenue Bonds are due in annual installments through October 2020. Interest is payable monthlyat a variable rate. Interest rates on these bonds have ranged from 0.2% to 0.3% during the fiscal year ended October 31, 2015. The average interest rate duringthe fiscal years ended October 31, 2015 and 2014, was 0.2% . We have pledged the land, building and certain equipment used at the facility located inRichmond, Kentucky as collateral. In addition, we have issued a $0.5 million letter of credit under the Credit Facility which serves as a conduit for makingthe scheduled payments.We maintain certain capital lease obligations related to equipment purchases. In conjunction with the acquisition of HLP, we assumed additionalcapital lease obligations of approximately $7.7 million. These capital lease obligations relate to equipment purchases and accrue interest at a weightedaverage rate of 5.7%, and extend through the year 2020. As of October 31, 2015, our obligations under the HLP capital leases total $6.9 million, of which$2.3 million is classified as the current portion of long-term debt and $4.6 million is classified as long-term debt on the accompanying consolidated balancesheet. Our non-HLP capital lease obligations at October 31, 2015 related to equipment purchases were at a weighted average interest rate of 4.6% andextended through 2020.The table below presents the scheduled maturity dates of our long-term debt outstanding at October 31, 2015 (in thousands): Other Long Term DebtCapital Lease ObligationsAggregate Maturities2016$100$2,258$2,35820171002,0302,130201850,1001,36551,46520191009631,0632020100284384Thereafter———Total$50,500$6,900$57,4009. Retirement PlansWe have a number of retirement plans covering substantially all employees. We provide both defined benefit and defined contribution plans. Ingeneral, an employee’s coverage for retirement benefits depends on the location of employment.66Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Defined Benefit PlanWe have a non-contributory, single employer defined benefit pension plan that covers substantially all our domestic employees. Effective January 1,2007, we amended this defined benefit pension plan to include a cash balance formula for all new salaried employees hired on or after January 1, 2007 andfor any non-union employees who were not participating in a defined benefit plan prior to January 1, 2007. All salaried employees hired after January 1,2007, are eligible to receive credits equivalent to 4% of their annual eligible wages. Some of the employees at the time of the amendment were“grandfathered” and are eligible to receive credits ranging up to 6.5% based upon a percentage of benefits received under our defined benefit plan prior tothis amendment of the pension plan. Additionally, every year the participants will receive an interest related credit on their respective balance equivalent tothe prevailing 30-year Treasury rate. For employees who were participating in this plan prior to January 1, 2007, the benefit formula is a more traditionalformula for retirement benefits, whereby the plan pays benefits to employees upon retirement, using a formula which considers years of service andpensionable compensation prior to retirement. Of our pension plan participants, 99% have their benefit determined pursuant to the cash balance formula.The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was signed into law on December 8, 2003. This Actintroduces a Medicare prescription-drug benefit beginning in 2006 as well as a federal subsidy to sponsors of retiree health care plans that provide a benefitat least “actuarially equivalent” to the Medicare benefit. We concluded that our plans are at least “actuarially equivalent” to the Medicare benefit. For thosewho are otherwise eligible for the subsidy, we have not included this subsidy per the Act in our benefit calculations. The impact to net periodic benefit costand to benefits paid did not have a material impact on the consolidated financial statements.Funded Status and Net periodic Benefit CostThe changes in benefit obligations and plan assets, and our funded status (reported in deferred pension and postretirement benefits on the consolidatedbalance sheets) were as follows: October 31, 2015 2014 (In thousands)Change in Benefit Obligation: Beginning balance as of November 1, 2014 and 2013, respectively$29,070 $26,239Service cost3,288 3,313Interest cost1,026 1,063Actuarial loss38 2,213Benefits paid(1,925) (3,188)Administrative expenses(462) (570)Projected benefit obligation at October 31,$31,035 $29,070Change in Plan Assets: Beginning balance as of November 1, 2014 and 2013, respectively$25,329 $23,607Actual return on plan assets390 1,340Employer contributions2,800 4,140Benefits paid(1,925) (3,188)Administrative expenses(462) (570)Fair value of plan assets at October 31,$26,132 $25,329Non current liability - Funded Status$(4,903) $(3,741)As of October 31, 2015 and 2014, included in our accumulated comprehensive loss was a net actuarial loss of $5.5 million and $4.2 million,respectively. There were no net prior service costs or transition obligations for the years ended October 31, 2015 and 2014.As of October 31, 2015 and 2014, the accumulated benefit obligation was $30.3 million and $28.1 million, respectively. The accumulated benefitobligation is the present value of pension benefits (whether vested or unvested) attributed to employee service rendered before the measurement date, andbased on employee service and compensation prior to that date. The accumulated benefit obligation differs from the projected benefit obligation in that itincludes no assumption about future compensation levels.67Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The net periodic benefit cost for the years ended October 31, 2015, 2014 and 2013, was as follows: Year Ended October 31, 2015 2014 2013 (In thousands)Service cost$3,288 $3,313 $3,820Interest cost1,026 1,063 786Expected return on plan assets(1,791) (1,722) (1,400)Amortization of net loss— — 370Net periodic benefit cost$2,523 $2,654 $3,576The changes in plan assets and projected benefit obligations which were recognized in our other comprehensive loss for the years ended October 31,2015, 2014 and 2013 were as follows: Year Ended October 31, 2015 2014 2013 (In thousands)Net loss (gain) arising during the period$1,439 $2,596 $(2,749)Less: Amortization of net loss$159 $— $369Total recognized in other comprehensive loss$1,280 $2,596 $(3,118)Measurement Date and AssumptionsWe generally determine our actuarial assumptions on an annual basis, with a measurement date of October 31.The following table presents our assumptions for pension benefit calculations for the years ended October 31, 2015, 2014 and 2013: For the Year Ended October 31, 2015 2014 2013 2015 2014 2013Weighted Average Assumptions:Benefit Obligation Net Periodic Benefit CostDiscount rate3.92% 3.64% 4.18% 3.64% 4.18% 3.29%Rate of compensation increase3.00% 3.00% 2.50% 3.00% 2.50% 2.50%Expected return on plan assetsn/a n/a n/a 6.75% 7.25% 7.25%The discount rate was used to calculate the present value of the projected benefit obligation for pension benefits. The rate reflects the amount at whichbenefits could be effectively settled on the measurement date. For the year ended October 31, 2015, we used a RATE: Link Model whereby target yields aredeveloped from bonds across a range of maturity points, and a curve is fitted to those targets. Spot rates (zero coupon bond yields) are developed from thecurve and used to discount benefit payments associated with each future year. This model assumes spot rates will remain level beyond the 30-year point. Wedetermine the present value of plan benefits by applying the discount rates to projected benefit cash flows. For the years ended October 31, 2014 and 2013,we determined our discount rate based on a pension discount curve. The rate represents the single rate that, if applied to every year of projected benefitspayments, would result in the same discounted value as the array of rates that comprise the pension discount curve. The change in discount rate methodologyin 2015 is believed to provide a more precise estimate of the rate that should be applied to specific cash flows by period.The expected return on plan assets was used to determine net periodic pension expense. The rate of return assumptions were based on projected long-term market returns for the various asset classes in which the plans were invested, weighted by the target asset allocations. We review the return assumption atleast annually. The rate of compensation increase represents the long-term assumption for expected increases in salaries.68Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Plan AssetsThe following tables provide our target allocation for the year ended October 31, 2015, as well as the actual asset allocation by asset category and fairvalue measurements as of October 31, 2015 and 2014: Target Allocation Actual Allocation October 31, 2015 October 31, 2015 October 31, 2014Equity securities60.0% 60.0% 61.0%Fixed income40.0% 40.0% 39.0% Fair Value Measurements at October 31, 2015 October 31, 2014 (In thousands)Money market fund$142 $307 Large capitalization$8,367 $8,088Small capitalization3,114 3,034International equity2,831 2,773Other1,290 1,267Equity securities$15,602 $15,162 High-quality core bond$5,186 $4,933High-quality government bond2,590 2,452High-yield bond2,612 2,475Fixed income$10,388 $9,860 Total securities(1)$26,132 $25,329(1) Quoted prices in active markets for identical assets (Level 1).Inputs and valuation techniques used to measure the fair value of plan assets vary according to the type of security being valued. All of the equity anddebt securities held directly by the plans were actively traded and fair values were determined based on quoted market prices.Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required plancontributions. The investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-terminvestment return and risk. Target ranges for asset allocations are determined by matching the actuarial projections of the plans’ future liabilities and benefitpayments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. Planassets are diversified across several investment managers and are generally invested in liquid funds that are selected to track broad market equity and bondindices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and monitoring of performance ofinvestment managers relative to the investment guidelines established with each investment manager.Expected Benefit Payments and FundingOur pension funding policy is to make the minimum annual contributions required pursuant to the plan. We accelerated contributions to target a 100%funding threshold. Additionally, we consider funding annual requirements early in the fiscal year to potentially maximize the return on assets. For the fiscalyears ended October 31, 2015, 2014 and 2013, we made total pension contributions of $2.8 million, $4.1 million and $3.7 million, respectively.During fiscal 2016, we expect to contribute approximately $2.3 million to the pension plan to reach targeted funding levels and meet minimumcontribution requirements. This expected contribution level will be dependent on many variables, including the market value of the assets compared to theobligation, as well as other market or regulatory conditions. In addition, we consider the cash requirements of our business investment opportunities.Accordingly, actual funding amounts and the timing of such funding may differ from current estimates.69Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table presents the total benefit payments expected to be paid to participants by year, which includes payments funded from our assets, aswell as payments paid from the plan for the year ended October 31, (in thousands): Pension Benefits2016$2,79020172,45420182,56720192,64120202,7472021 - 202415,227Total$28,426Defined Contribution PlanWe also sponsor a defined contribution plan into which we and our employees make contributions. We match 50% up to the first 5% of employeeannual salary deferrals. We do not offer our common stock as a direct investment option under these plans. For the years ended October 31, 2015, 2014 and2013, we contributed approximately $1.7 million, $2.4 million and $2.9 million for these plans, respectively.Other PlansUnder our postretirement benefit plan, we provide certain healthcare and life insurance benefits for a small number of eligible retired employees whowere employed prior to January 1, 1993. Certain employees may become eligible for those benefits if they reach normal retirement age while working for us.We continue to fund benefit costs on a pay-as-you-go basis. The table below indicates the amount of these liabilities included in the accompanyingconsolidated balance sheets: October 31, 2015 October 31, 2014 (In thousands)Accrued liabilities$49 $49Deferred pension and postretirement benefits798 1,077Total$847 $1,126We also have supplemental benefit plans covering certain executive officers and a non-qualified deferred compensation plan covering members of theBoard of Directors and certain key employees. As of October 31, 2015 and 2014, our liability under the supplemental benefit plan was approximately $1.7million and $1.9 million, respectively, and our liability under the deferred compensation plan was approximately $3.3 million and $3.4 million, respectively.During 2014, we settled approximately $1.8 million and $3.5 million related to the supplemental benefit plan and the deferred compensation plan,respectively, as a result of the separation of three of our executive officers in 2013. As of October 31, 2015 and 2014, the current portion of these liabilitieswas recorded under the caption "Accrued Liabilities," and the long-term portion was included under the caption "Other Liabilities" in the accompanyingbalance sheets.10. Warranty ObligationsWe accrue warranty obligations as we recognize revenue associated with certain products. We make provisions for our warranty obligations based uponhistorical experience of costs incurred for such obligations adjusted, as necessary, for current conditions and factors. During January 2014, we reduced ourwarranty accrual by $2.8 million for certain insulating glass products we no longer produce and for which claim activity for a specific customer had ceased.There are significant uncertainties and judgments involved in estimating our warranty obligations, including changing product designs, differences incustomer installation processes and future claims experience which may vary from historical claims experience. Therefore, the ultimate amount we incur aswarranty costs in the near and long-term may not be consistent with our current estimate.70Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A reconciliation of the activity related to our accrued warranty, including both the current and long-term portions (reported in accrued liabilities andother liabilities, respectively, on the accompanying consolidated balance sheets) follows: Year Ended October 31, 2015 2014 (In thousands)Beginning balance as of November 1, 2014, and 2013, respectively$671 $3,684Provision for warranty expense207 782Change in accrual for preexisting warranties— (3,400)Warranty costs paid(343) (395)Total accrued warranty$535 $671Less: Current portion of accrued warranty309 385Long-term portion at October 31,$226 $28611. Income TaxesWe provide for income taxes on taxable income at the statutory rates applicable. The following table summarizes the components of income taxexpense from continuing operations for the years ended October 31, 2015, 2014 and 2013: Year Ended October 31, 2015 2014 2013 (In thousands)Current Federal$49 $1,271 $2,902State and local216 532 780Non-U.S.2,070 2,535 846Total current2,335 4,338 4,528Deferred Federal5,766 2,261 (10,498)State and local439 (258) (980)Non-U.S.(1,001) (873) 62Total deferred5,204 1,130 (11,416)Total income tax provision (benefit)$7,539 $5,468 $(6,888)The following table reconciles our effective income tax rate to the federal statutory rate of 35% for the years ended October 31, 2015, 2014 and 2013: Year Ended October 31, 2015 2014 2013U.S. tax at statutory rate35.0 % 35.0 % 35.0 %State and local income tax2.3 2.3 3.0Non-U.S. income tax(1.5) (0.1) 0.1US tax on non US earnings— (0.3) —Deferred rate change0.5 5.1 —General business credits(1.0) (1.8) 0.8Transaction costs2.5 — —Uncertain tax positions(3.4) (1.2) 1.9Change in valuation allowance(0.5) (1.0) (2.8)Other(1.3) 1.6 (2.3)Effective tax rate32.6 % 39.6 % 35.7 %71Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The decrease in the 2015 effective tax rate is attributable to a discrete benefit item resulting from the reassessment of our uncertain tax position relatedto the 2008 spin-off of Quanex from a predecessor company in January 2015. Excluding this item, the effective tax rate was 36.0%. The 2014 effective ratewas impacted by a change in the tax status of our facility in the United Kingdom (UK). On November 1, 2013, the assets of our UK branch were contributed toa newly formed wholly-owned UK subsidiary. This change resulted in a taxable charge that was booked as a discrete item in the first quarter of 2014.Excluding this discrete item, the 2014 effective tax rate was 34.9%.Significant components of our net deferred tax assets were as follows: October 31, 2015 2014 (In thousands)Deferred tax assets: Employee benefit obligations$13,220 $15,017Accrued liabilities and reserves3,354 1,742Pension and other benefit obligations2,956 2,676Inventory2,625 1,890Loss and tax credit carry forwards12,531 20,107Other187 268Total gross deferred tax assets34,873 41,700Less: Valuation allowance1,064 1,358Total deferred tax assets, net of valuation allowance33,809 40,342Deferred tax liabilities: Property, plant and equipment8,303 7,472Goodwill and intangibles16,723 3,078Total deferred tax liabilities25,026 10,550Net deferred tax assets$8,783 $29,792 Uncertain tax position— 6,805 $8,783 $22,987 Deferred income tax (liabilities) assets, non-current$(5,241) $1,545Deferred income tax assets, current14,024 21,442Net deferred tax assets$8,783 $22,987At October 31, 2015, operating loss carry forwards for tax purposes, mostly comprised of federal and state, were $56.2 million. The majority of suchlosses begin to expire in 2025. Tax credits available to offset future tax liabilities totaled $3.7 million and are not expected to be utilized within the nexttwelve months. We evaluate tax benefits of operating losses and tax credit carry forwards on an ongoing basis, including a review of historical and projectedfuture operating results, the eligible carry forward period and other circumstances. We have recorded a valuation allowance for certain state net operatinglosses as of October 31, 2015 and 2014, totaling $1.1 million ($0.7 million net of federal taxes) and $1.4 million ($0.9 million net of federal taxes),respectively. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of thedeferred tax assets.72Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table reconciles the change in the unrecognized income tax benefit for the years ended October 31, 2015, 2014 and 2013 (in thousands): UnrecognizedIncome Tax BenefitsBalance at October 31, 2012 $15,759Additions for tax positions related to the current year 14Additions for tax positions related to the prior year 497Lapse in statute of limitations (3,032)Balance at October 31, 2013 $13,238Additions for tax positions related to the current year —Additions for tax positions related to the prior year 170Lapse in statute of limitations (1,977)Balance at October 31, 2014 $11,431Additions for tax positions related to the current year —Additions for tax positions related to the prior year 16Reassessment of position (10,883)Balance at October 31, 2015 $564As of October 31, 2015, our unrecognized tax benefit (UTB) relates to certain state tax items regarding the interpretation of tax laws and regulations.The total UTB at October 31, 2014 included the UTB associated with the 2008 spin-off and totaled $11.4 million. Of this amount, $4.6 million was recordedas a liability for uncertain tax positions and $6.8 million was recorded as deferred income taxes (non-current assets) on the accompanying consolidatedbalance sheet. In January 2015, we reassessed our unrecognized tax benefit related to the 2008 spin-off of Quanex from a predecessor company andrecognized the full benefit of the tax positions taken. This reduced the liability for uncertain tax positions by $4.0 million and increased deferred incometaxes (non-current assets) by $6.8 million and resulted in a non-cash increase in retained earnings of $10.0 million, with an increase in income tax benefit of$0.8 million. At October 31, 2015, $0.6 million is recorded as a liability for uncertain tax positions. The disallowance of the UTB would not materially affectthe annual effective tax rate.We, along with our subsidiaries, file income tax returns in the United States and various state jurisdictions as well as in the United Kingdom, Germanyand Canada. In certain jurisdictions the statute of limitations has not yet expired. We generally remain subject to examination of our United States incometax returns for 2012 and subsequent years. We generally remain subject to examination of our various state and foreign income tax returns for a period of fourto five years from the date the return was filed. The state impact of any federal changes remains subject to examination by various states for a period of up toone year after formal notification to the state of the federal change.Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. The finaloutcome of the future tax consequences of legal proceedings, if any, as well as the outcome of competent authority proceedings, changes in regulatory taxlaws, or interpretation of those tax laws could impact our financial statements. We are subject to the effect of these matters occurring in various jurisdictions.We do not believe any of the UTB at October 31, 2015 will be recognized within the next twelve months.Included in prepaid and other current assets on the accompanying consolidated balance sheets were income tax receivables of $0.4 million and $0.4million as of October 31, 2015 and 2014, respectively.The acquisition of Flamstead Holdings, Ltd in June 2015 established a noncurrent deferred tax liability of $13.2 million reflecting the book to tax basisdifference in intangibles, fixed assets and inventory at the current UK tax rate of 20%.Management has determined that the earnings of our foreign subsidiaries are not required as a source of funding for United States operations and weintend to indefinitely reinvest these funds in our foreign jurisdictions. If the investment in our foreign subsidiaries were completely realized, a potential gainof $20.0 million could exist resulting in an estimated residual United States tax liability of $5.6 million.On September 13, 2013, the Internal Revenue Service issued final Tangible Property Regulations (TPR) under Internal Revenue Code (IRC) Section162 and IRC Section 263(a), which prescribe the capitalization treatment of certain repair costs, asset betterments and other costs which could affecttemporary deferred taxes. The regulations became effective for tax years73Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) beginning on or after January 1, 2014. Pursuant to U.S. GAAP, as of the date of the issuance, the release of the regulations is treated as a change in tax law.The impact of this change in tax law was not material to our financial position or results of operations.Our federal income tax returns for the tax years ended October 31, 2011 and 2012 were examined by the Internal Revenue Service and no adjustmentswere made.12. Commitments and ContingenciesOperating Leases and Purchase ObligationsWe have operating leases for certain real estate and equipment used in our business. Rental expense for the years ended October 31, 2015, 2014 and2013 was $8.4 million, $6.9 million and $7.1 million, respectively. We sublease certain of our facilities as of October 31, 2015, pursuant to which we expectto receive future minimum non-cancelable rentals of $1.0 million.We are a party to non-cancelable purchase obligations primarily for door hardware, primary and secondary steel and primary and secondary aluminumused in our manufacturing processes. We paid $8.1 million and $5.6 million pursuant to these arrangements for the years ended October 31, 2015 and 2014,respectively. These obligations total $3.7 million and $1.7 million at October 31, 2015 and 2014, respectively, and extend through fiscal 2016. Futureamounts paid pursuant to these arrangements will depend, to some extent, on our usage.The following table presents future minimum rental payments under operating leases with remaining terms in excess of one year at October 31, 2015 (inthousands): OperatingLeases2016$9,61920178,71820187,47220197,05120205,947Thereafter17,783Total$56,590Asset Retirement ObligationWe maintain an asset retirement obligation associated with a leased facility in Kent, Washington. During July 2013, we revised our estimate of futurecash flows associated with this asset retirement obligation and recorded an incremental asset and corresponding liability at fair value totaling $1.2 million.We expect to depreciate the asset and accrete the liability over a seven year term, resulting in a cumulative asset retirement obligation of $2.2 million at suchtime.EnvironmentalWe are subject to extensive laws and regulations concerning the discharge of materials into the environment and the remediation of chemicalcontamination. To satisfy such requirements, we must invest capital and make other expenditures on an on-going basis. We accrue for remediationobligations and adjust our accruals as information becomes available and circumstances develop. Those estimates may change substantially depending onvarious factors, including the nature and extent of contamination, appropriate remediation technologies, and regulatory approvals. When we accrue forenvironmental remediation liabilities, costs of future expenditures are not discounted to their present value, unless the amount and timing of the expendituresare fixed or reliably determinable. The cost of environmental matters has not had a material adverse effect on our operations or financial condition in the past,and we are not currently aware of any conditions that, we believe, are likely to have a material adverse effect on our operations, financial condition or cashflows.We are currently not subject to any remediation activities. Prior to April 1, 2014, we had remediation activities associated with one of our subsidiaries,Nichols Aluminum-Alabama, LLC, a component business unit of Nichols. As discussed in Note 1, "Nature of Operations and Basis of Presentation -Discontinued Operations", on April 1, 2014, we sold Nichols and the liabilities associated with this on-going remediation effort were assumed by AlerisInternational, Inc.74Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Spacer MigrationWe were notified by certain customers through our German operation that the vapor barrier employed on certain spacer products manufactured prior toMarch 2014 may fail and permit spacer migration in certain extreme circumstances. This product does not have a specific customer warranty, but we havereceived claims from customers related to this issue, which we continue to investigate. We incurred expenses of $1.8 million during 2014 associated with thisissue, including an accrual of $1.2 million at October 31, 2014 for any asserted claim that we deemed to be reasonably possible and estimable. The balance ofthe accrual at October 31, 2015 was $1.1 million, reflecting payments of claims of $1.0 million, additional claims received of approximately $1.0 million anda translation adjustment of approximately $0.1 million. We recorded an insurance recovery related to this spacer migration issue which reduced the expenserecognized during the year ended October 31, 2015 to approximately $0.6 million. We cannot estimate any future liability with regard to unasserted claims.However, we have received new claims during 2015 which we continue to investigate. We evaluate this reserve at each interim and year-end reporting date.We will investigate any future claims, but we are not obligated to honor any future claims.Affordable Care ActWe are subject to the employer-shared responsibility requirements (more commonly referred to as the employer mandate) of the Affordable Care Act(ACA). The employer mandate requires us to offer health care insurance that meets minimum value and affordability requirements to our full-time employeesand certain potential common law employees within a specified coverage threshold. Effective January 1, 2015, and for the calendar year ended December 31,2015, we may be subject to a penalty in the form of an excise tax under the ACA if we do not meet these requirements. Furthermore, we must comply with theannual disclosure and reporting requirements. We are monitoring these requirements and have implemented mechanisms to achieve compliance.LitigationFrom time to time, we, along with our subsidiaries, are involved in various litigation matters arising in the ordinary course of our business. Althoughthe ultimate resolution and impact of such litigation is not presently determinable, we believe that the eventual outcome of such litigation will not have amaterial adverse effect on our overall financial condition, results of operations or cash flows.13. Derivative InstrumentsOur derivative activities are subject to the management, direction, and control of the Chief Financial Officer and Chief Executive Officer. Certaintransactions in excess of specified levels require further approval from the Board of Directors.The nature of our business activities requires the management of various financial and market risks, including those related to changes in foreigncurrency exchange rates and aluminum scrap prices. We have historically used foreign currency forwards and options to mitigate or eliminate certain of thoserisks at our subsidiaries. We use foreign currency contracts to offset fluctuations in the value of accounts receivable and payable balances that aredenominated in currencies other than the United States dollar, including the Euro, British Pound and Canadian Dollar. Currently, we do not enter intoderivative transactions for speculative or trading purposes. We are exposed to credit loss in the event of nonperformance by the counterparties to ourderivative transactions. We attempt to mitigate this risk by monitoring the creditworthiness of our counterparties and limiting our exposure to individualcounterparties. In addition, we have established master netting agreements in certain cases to facilitate the settlement of gains and losses on specificderivative contracts.We have not designated any of our derivative contracts as hedges for accounting purposes in accordance with the provisions under the AccountingStandards Codification topic 815 "Derivatives and Hedging" (ASC 815). Therefore, changes in the fair value of these contracts and the realized gains andlosses are recorded in the consolidated statements of income (loss) for the years ended October 31, 2015, 2014 and 2013 were as follows (in thousands): Year Ended October 31,Derivatives Not Designated as Hedging InstrumentsLocation of Gain or (Loss):2015 2014 2013Foreign currency derivativesOther, net$654 $568 $(570)We have chosen not to offset any of our derivative instruments in accordance with the provisions of ASC 815. Therefore, the assets and liabilities arepresented on a gross basis on our accompanying consolidated balance sheets.75Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The fair values of our outstanding derivative contracts as of October 31, 2015 and 2014 were as follows (in thousands): October 31, 2015 2014Prepaid and other current assets: Foreign currency derivatives$44 $69The following table summarizes the notional amounts and fair value of outstanding derivative contracts at October 31, 2015 and 2014 (in thousands): Notional as indicated Fair Value in $ October 31, 2015 October 31, 2014 October 31, 2015 October 31, 2014Foreign currency derivatives: Sell EUR, Buy USDEUR8,076 4,907 $37 $68 Sell CAD, Buy USDCAD280 331 1 1 Sell GBP, Buy USDGBP226 — 3 — Buy EUR, Sell USDEUR807 — 3 — Buy EUR, Sell GBPEUR2 — — —For the classification in the fair value hierarchy, see Note 14, "Fair Value Measurement of Assets and Liabilities", included herewith.14. Fair Value Measurement of Assets and LiabilitiesFair 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 marketparticipants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market dataobtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on thebest information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priorityto Level 1 and the lowest priority to Level 3. The three levels of the fair value hierarchy are described below:•Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly includingquoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active;inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs that are derived principally from orcorroborated by observable market data by correlation or other means.•Level 3 - Inputs that are both significant to the fair value measurement and unobservable.The following table summarizes the assets measured on a recurring basis based on the fair value hierarchy (in thousands): October 31, 2015 October 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalAssets Short-term investments$— $— $— $— $69,975 $— $— $69,975Foreign currency derivatives— 44 — 44 — 69 — 69Total assets$— $44 $— $44 $69,975 $69 $— $70,044Liabilities Contingent consideration$— $— $10,414 $10,414 $— $— $— $—Total Liabilities$— $— $10,414 $10,414 $— $— $— $—We held short-term investments (with an original maturity of three months or less) in commercial paper at October 31, 2014.76Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) We have included these investments as cash and cash equivalents in the accompanying consolidated balance sheets. These investments are measured at fairvalue based on active market quotations and are therefore classified as Level 1. All of our derivative contracts are valued using quoted market prices frombrokers or exchanges and are classified within Level 2 of the fair value hierarchy. We liquidated our short-term investments as of June 2015 and used theproceeds, along with borrowings under our revolving credit facility, to acquire HLP. Contingent consideration of $10.4 million associated with the HLPacquisition is included above as a Level 3 measurement (see Note 2, "Acquisitions").As of October 31, 2015 and 2014, we had approximately $2.4 million of certain property, plant and equipment that was recorded at fair value on a non-recurring basis and classified as Level 3. The fair value was based on broker opinions.Carrying amounts reported on the balance sheet for cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to theshort-term maturity of these instruments. Our outstanding debt was variable rate debt that re-prices frequently, thereby limiting our exposure to significantchange in interest rate risk. As a result, the fair value of our debt instruments approximates carrying value at October 31, 2015 and 2014 (Level 3measurement).15. Stock-Based CompensationWe have established and maintain an Omnibus Incentive Plan (2008 Plan) that provides for the granting of restricted stock awards, stock options,restricted stock units, performance share awards and other stock-based and cash-based awards. The 2008 Plan is administered by the Compensation andManagement Development Committee of the Board of Directors.The aggregate number of shares of common stock originally authorized for grant under the 2008 Plan was 2,900,000. In February 2011 and February2014, shareholders approved increases of the aggregate number of shares available for grant by 2,400,000 shares and 2,350,000 shares, respectively. Anyofficer, key employee and/or non-employee director or any of our affiliates is eligible for awards under the 2008 Plan. Our initial grant of awards under the2008 Plan was on April 23, 2008. Historically, our practice has been to grant stock options and restricted stock units to non-employee directors on the lastbusiness day of each fiscal year, with an additional grant of options to each director on the date of his or her first anniversary of service. In May 2015, theNominating & Corporate Governance Committee of our Board of Directors changed the structure of the annual grant to our directors to a grant of restrictedstock units on the first day of the new fiscal year, November 1 and eliminated the stock option grant to the non -employee directors. Annually, pendingapproval by the Compensation & Management Development Committee of our Board of Directors in December, we grant stock options, restricted stockawards, restricted stock units and/or performance shares to employees. Occasionally, we may make additional grants to key employees at other times duringthe year.Restricted Stock AwardsRestricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three-year period with service and continuedemployment as the only vesting criteria. The recipient of the restricted stock awards is entitled to all of the rights of a shareholder, except that the awards arenontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vestingperiod resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant.77Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of non-vested restricted stock awards activity during the years ended October 31, 2015, 2014 and 2013, follows: Restricted Stock Awards Weighted AverageGrant Date Fair Value perShareNon-vested at October 31, 2012212,700 $16.08Granted148,400 18.83Vested(67,300) 16.21Forfeited(110,400) 17.40Non-vested at October 31, 2013183,400 17.46Granted83,400 17.67Vested(30,700) 17.45Forfeited(15,300) 19.25Non-vested at October 31, 2014220,800 17.42Granted118,800 20.17Vested(34,000) 15.12Forfeited(12,600) 19.57Non-vested at October 31, 2015293,000 $18.70The total weighted average grant-date fair value of restricted stock awards that vested during the years ended October 31, 2015, 2014 and 2013 was$0.5 million, $0.5 million and $1.1 million, respectively. As of October 31, 2015, total unrecognized compensation cost related to unamortized restrictedstock awards totaled $2.3 million. We expect to recognize this expense over the remaining weighted average period of 1.8 years.Stock OptionsHistorically, stock options have been awarded to key employees, officers and non-employee directors. Effective May 2015, the directorcompensation structure was revised to eliminate the grant of stock options to non-employee directors. Officer stock options typically vest ratably over athree-year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years fromthe date of grant. The fair value of the stock options is determined on the grant date and expensed over the vesting period resulting in an increase inadditional paid-in-capital.We use the Black-Scholes pricing model to estimate the fair value of our stock options. A description of the methodology for the valuation assumptionfollows:•Expected Volatility – For stock options granted prior to July 1, 2013, we used an estimate of the historical volatility of a selected peer group. EffectiveJuly 1, 2013, we determined that we had sufficient historical data to calculate the volatility of our common stock since our spin-off in April 2008. Webelieve there has been uncertainty in the United States equities market over the past several years and that uncertainty has contributed to volatility inequities in general. We expect this volatility to continue over the foreseeable future. Therefore, we believe that our historical volatility is a proxy forexpected volatility. We have not excluded any of our historical data from the volatility calculation (over this 6 year term), and we are not aware of anyspecific significant factors which might impact our future volatility.•Expected Term – For stock options granted prior to July 1, 2013, we determined the expected term using historical information of our former parentcompany prior to the spin-off in 2008, with regards to option vesting, exercise behavior and contractual expiration, as we believed that this employeegroup was the most similar to our employee group. Separate groups of employees that have similar historical exercise behavior were consideredseparately. Effective July 1, 2013, we determined that we had sufficient historical data to estimate our expected term using our own data with regards tothe exercise behavior, cancellations, retention patterns and remaining contractual terms. When analyzing these patterns and variables, we considered thestratification of the awards (large grants to relatively few employees versus smaller grants to many others), the age of certain employees with largergrants, the historical exercise behavior of the employee group, and fluctuations/volatility of our underlying common stock, as to whether the stockoptions are expected to be out-of-the-money. For our directors, stock options vested immediately, and, as such, the expected term approximated thecontractual term, after adjusting for historical forfeitures. We believe our estimates are reasonable given these factors.78Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) •Risk-Free Rate – We base the risk-free rate on the yield at the date of grant of a zero-coupon United States Treasury bond whose maturity period equalsthe option’s expected term.•Expected Dividend Yield – We base the expected dividend yield on our historical dividend payment of approximately $0.16 per share.The following table summarizes the assumptions used to estimate the fair value of our stock options granted during the years ended October 31, 2015,2014 and 2013. Year Ended October 31, 2015 2014 2013Weighted-average expected volatility47.7% 55.3% 54.9%Weighted-average expected term (in years)5.6 6.1 5.3Risk-free interest rate1.6% 1.9% 1.0%Expected dividend yield over expected term1.0% 1.0% 1.0%Weighted average grant date fair value$8.40 $8.78 $8.75The following table summarizes our stock option activity for the years ended October 31, 2015, 2014 and 2013. Stock Options Weighted AverageExercise Price Weighted AverageRemaining ContractualTerm (in years) AggregateIntrinsicValue (000s)Outstanding at October 31, 20122,473,250 $14.57 $12,908Granted636,645 19.67 Exercised(179,517) 14.39 Forfeited/Expired(55,102) 18.01 Outstanding at October 31, 20132,875,276 15.64 $7,748Granted189,200 17.99 Exercised(306,611) 19.27 Forfeited/Expired(169,476) 18.71 Outstanding at October 31, 20142,588,389 16.21 6.2 $10,238Granted123,900 20.28 Exercised(327,700) 15.59 Forfeited/Expired(32,401) 20.21 Outstanding at October 31, 20152,352,188 16.46 5.4 $6,672Vested or expected to vest at October 31, 20152,330,304 16.42 5.4 $6,664Exercisable at October 31, 20151,970,550 $15.91 4.9 $6,424Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. Forthe years ended October 31, 2015, 2014 and 2013, the total intrinsic value of our stock options that were exercised totaled $1.3 million, $2.7 million and$0.8 million, respectively. The total fair value of stock options vested during the years ended October 31, 2015, 2014 and 2013, was $2.8 million, $3.8million and $3.2 million, respectively. As of October 31, 2015, total unrecognized compensation cost related to stock options was $1.4 million. We expect torecognize this expense over the remaining weighted average vesting period of 1 year.79Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Restricted Stock UnitsRestricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The director restrictedstock units vest immediately but are payable only upon the director's cessation of service, whereas restricted stock units awarded to employees and officerstypically cliff vest after a three-year period with service and continued employment as the vesting conditions. Restricted stock units are not consideredoutstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis,on our outstanding common shares. Once the vesting criteria is met, each restricted stock unit is payable to the holder in cash based on the market value ofone share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the marketvalue during each reporting period as compensation expense.The following table summarizes non-vested restricted stock unit activity during the years ended October 31, 2015, 2014 and 2013: Restricted Stock Units Weighted AverageGrant Date Fair ValueNon-vested at October 31, 2012161,000 $15.47Granted6,875 17.78Vested(12,875) 18.05Forfeited(54,000) 15.08Non-vested at October 31, 2013101,000 15.62Granted12,135 18.58Vested(29,635) 18.35Forfeited— —Non-vested at October 31, 201483,500 15.08Granted— —Vested(83,500) 15.08Forfeited— —Non-vested at October 31, 2015— —During the years ended October 31, 2015, 2014 and 2013, we paid $1.7 million, $0.5 million and $0.1 million, respectively, to settle restricted stockunits. All outstanding restricted stock units awarded to officers and employees have vested as of October 31, 2015. The directors received a grant of restrictedstock units on November 1, 2015, which vested immediately and will be paid upon each directors cessation of service as a director.Performance Share AwardsHistorically, we have granted performance units to key employees and officers annually. These awards cliff vest after a three-year period with serviceand performance measures such as relative total shareholder return and earnings per share growth as vesting conditions. These awards were treated as aliability and marked to market based upon our assessment of the achievement of the performance measures, with the assistance of third-party compensationconsultants.For the annual grants which occurred in December 2014 and 2013, we granted performance shares rather than performance units. These performanceshare awards have the same performance measures (relative total shareholder return and earnings per share growth). However, the number of shares earned isvariable depending on the metrics achieved, and the settlement method is 50% in cash and 50% in our common stock.To account for this award, we have bifurcated the portion subject to a market condition (relative total shareholder return) and the portion subject to aninternal performance measure (earnings per share growth). We have further bifurcated these awards based on the settlement method, as the portion expected tosettle in stock (equity component) and the portion expected to settle in cash (liability component).To value the shares subject to the market condition, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will beexpensed over the three-year term of the award with a credit to additional paid-in-capital. To value the shares subject to the internal performance measure, weused the value of our common stock on the date of grant as the grant-date80Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) fair value per share. This amount will be expensed over the three-year term of the award, with a credit to additional paid-in-capital, and could fluctuatedepending on the number of shares ultimately expected to vest based on our assessment of the probability that the performance conditions will be achieved.For both performance conditions, the portion of the award expected to settle in cash will be recorded as a liability and will be marked to market over thethree-year term of the award, and could fluctuate depending on the number of shares ultimately expected to vest.In conjunction with the annual grants in December 2014 and 2013, we awarded 137,400 and 155,800 performance shares, respectively, of which 0% to200% of these shares may ultimately vest, depending on the achievement of the performance conditions. During 2015, 9,200 of the performance shares issuedin December 2013 were forfeited and 8,200 of the performance shares issued in December 2014 were forfeited. During 2014, 7,000 of the performance sharesissued in December 2013 were forfeited. For the years ended October 31, 2015 and 2014, we have recorded $1.5 million and $1.0 million of compensationexpense related to these performance share awards.Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performanceperiod and will be payable in cash based upon the number of performance shares ultimately earned.Performance shares are excluded from the diluted weighted-average shares used to calculate earnings per share until the performance criteria is probableto result in the issuance of contingent shares. We evaluate the probability of the performance share vesting within one year of the vesting date. No contingentshares related to performance shares are included in diluted weighted average shares for the years ended October 31, 2015, 2014, or 2013.The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options,restricted stock units and performance share awards for the years ended October 31, 2015, 2014 and 2013(in thousands): Year Ended October 31, 2015 2014 2013Restricted stock awards$1,670 $1,220 $165Stock options1,713 2,301 4,745Restricted stock units(57) 781 313Performance share awards1,504 981 —Total compensation expense4,830 5,283 5,223Income tax effect1,575 2,092 1,864Net compensation expense$3,255 $3,191 $3,35916. Stockholders' EquityAs of October 31, 2015, our authorized capital stock consists of 125,000,000 shares of common stock, at par value of $0.01 per share, and 1,000,000shares of preferred stock, with no par value. As of October 31, 2015 and 2014, we had 37,609,563 and 37,632,032 shares of common stock issued,respectively, and 33,962,460 and 36,214,332 shares of common stock outstanding, respectively. There were no shares of preferred stock issued oroutstanding at October 31, 2015 and 2014.Stock Repurchase Program and Treasury StockOn September 5, 2014, our Board cancelled our existing stock repurchase program and approved a new stock repurchase program authorizing us to useup to $75.0 million to repurchase shares of our common stock. For the period from September 5, 2014 through October 31, 2014, we purchased 1,316,326shares at a cost of $24.2 million under the new program. During the year ended October 31, 2015, we purchased an additional 2,675,903 shares at a cost of$50.8 million. From inception of the program, we purchased 3,992,229 at a cost of $75.0 million.We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares aregenerally issued from treasury stock at the time of grant of restricted stock awards, upon the exercise of stock options and upon the vesting of performanceshares. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of suchproceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as acharge to retained earnings. We recorded a charge to retained earnings of $0.7 million in the year ended October 31, 2015.81Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes the treasury stock activity during the year ended October 31, 2015: October 31, 2015Beginning balance as of November 1, 20141,417,700Restricted stock awards granted(118,800)Stock options exercised(327,700)Shares purchased2,675,903Balance at end of period3,647,10317. Other Income (Expense)Other income (expense) included under the caption "Other, net" on the accompanying consolidated statements of income (loss), consisted of thefollowing (in thousands): Year Ended October 31, 2015 2014 2013Foreign currency transaction (losses) gains$(1,433) $(695) $474Foreign currency exchange derivative gains (losses)654 568 (570)Interest income64 119 63Other184 100 203Other income$(531) $92 $17018. Segment InformationIn 2014, we did not disclose segment information as we aggregated four operating segments into a common reportable segment. As a result of anacquisition in 2015, we determined that we have two reportable business segments, in accordance with ASC Topic 280-10-50, “Segment Reporting” (ASC280): (1) Engineered Products, comprised of four operating segments, focused primarily on North American fenestration, and (2) International Extrusion,comprised solely of HLP that was acquired on June 15, 2015. In addition, we recorded LIFO inventory adjustments, corporate office charges and inter-segment eliminations as Corporate & Other. There were no inter-segment sales for the years ended October 31, 2015, 2014 or 2013. The accounting policiesof our operating segments are the same as those used to prepare our accompanying consolidated financial statements.ASC Topic 280-10-50, “Segment Reporting” (ASC 280) permits aggregation of operating segments based on factors including, but not limited to: (1)similar nature of products serving the building products industry, primarily the fenestration business; (2) similar production processes, although there aresome differences in the amount of automation amongst operating plants; (3) similar types or classes of customers, namely the primary original equipmentmanufacturers (OEMs) in the window and door industry; (4) similar distribution methods for product delivery, although the extent of the use of third-partydistributors will vary amongst the businesses; (5) similar regulatory environment; and (6) converging long-term economic similarities.82Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Segment information for the years ended October 31, 2015, 2014 and 2013 was as follows (in thousands): Engineered Products International Extrusion Corporate & Other TotalYear Ended October 31, 2015 Net sales$603,296 $42,232 $— $645,528Depreciation and amortization30,587 3,344 1,289 35,220Operating income (loss)52,850 1,404 (29,579) 24,675Capital expenditures28,013 1,882 87 29,982Goodwill68,536 61,234 — 129,770Total assets$382,736 $184,377 $4,918 $572,031Year Ended October 31, 2014 Net sales$595,384 $— $— $595,384Depreciation and amortization30,785 — 3,084 33,869Operating income (loss)42,271 — (27,995) 14,276Capital expenditures23,435 — 294 23,729Goodwill70,546 — — 70,546Total assets$396,188 $— $120,925 $517,113Year Ended October 31, 2013 Net sales$554,867 $— $— $554,867Depreciation and amortization31,368 — 22,153 53,521Operating income (loss)45,324 — (64,145) (18,821)Capital expenditures$17,674 $— $7,534 $25,208Capital expenditures per the accompanying cash flow statements include $10.1 million and $12.7 million for the years ended October 31, 2014 and2013, respectively, related to Nichols business which was discontinued in 2014. For the change in the carrying amount of goodwill, see Note 6 "Goodwill &Intangible Assets".The following table reconciles our segment presentation as previously reported in our Annual Report on Form 10-K for the years ended October 31,2014 and 2013, to the current presentation.Year Ended October 31, 2014As Previously Reported Reclassification Current PresentationEngineered Products Net sales$595,384 $— $595,384Depreciation and amortization33,869 (3,084) 30,785Operating income (loss)14,276 27,995 42,271Capital expenditures$23,729 $(294) $23,435Corporate & Other Net sales$— $— $—Depreciation and amortization— 3,084 3,084Operating income (loss)— (27,995) (27,995)Capital expenditures$— $294 $29483Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Year Ended October 31, 2013As Previously Reported Reclassification Current PresentationEngineered Products Net sales$554,867 $— $554,867Depreciation and amortization53,521 (22,153) 31,368Operating income (loss)(18,821) 64,145 45,324Capital expenditures$25,208 $(7,534) $17,674Corporate & Other Net sales$— $— $—Depreciation and amortization— 22,153 22,153Operating income (loss)— (64,145) (64,145)Capital expenditures$— $7,534 $7,534Geographic InformationOur manufacturing facilities and all long-lived assets are located in the United States, United Kingdom and Germany. We attribute our net sales to ageographic region based on the location of the customer. The following tables provide information concerning our net sales for the years ended October 31,2015, 2014 and 2013, and our long-lived assets as of October 31, 2015 and 2014 (in thousands): Year Ended October 31,Net Sales:2015 2014 2013United States$500,171 $484,601 $454,365Europe94,564 57,098 52,051Canada22,973 26,605 23,108Asia19,268 18,867 17,390Other foreign countries8,552 8,213 7,953Total net sales$645,528 $595,384 $554,867 Year Ended October 31,Long-lived assets, net2015 2014United States$214,479 $219,568Germany20,117 21,708United Kingdom156,656 8,907Total long-lived assets, net$391,252 $250,183Long-lived assets, net includes: property, plant and equipment, net; goodwill; and intangible assets, net.Product SalesWe produce a wide variety of products that are used in the fenestration industry, including: window and door systems design, engineering andfabrication; accessory trim profiles with real wood veneers and wood grain laminate finishes; window spacer systems; extruded vinyl products; metalfabrication; and astragals, thresholds and screens. In addition, we produce certain non-fenestration products, including: flooring and trim moldings, solaredge tape, plastic decking, fencing, water retention barriers, conservatory roof components, and other products. Historically, we have presented product salesinformation at the reportable segment level, and we attribute our net sales based on the location of the customer. We have five operating segments that areaggregated into two reportable segments. The Engineered Products segment includes this breadth of product offerings across the fenestration and non-fenestration spectrum, aggregated due to common economic and other characteristics. The sole operating segment in the International Extrusion segment wasacquired on June 15, 2015 (see Note 2, "Acquisitions"). This operating segment is domiciled in the United Kingdom and predominantly services a customerbase of smaller window producers in the United Kingdom.84Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes our product sales for the years ended October 31, 2015 and 2014 into general groupings to provide additionalinformation to our shareholders. Year Ended October 31, 2015 2014Product Group: United States - fenestration$458,028 $451,018International - fenestration121,934 97,237United States - non-fenestration42,143 33,583International - non-fenestration23,423 13,546Net sales$645,528 $595,384We determined that it was impractical to obtain comparative fenestration/non-fenestration information for fiscal 2013.19. Earnings Per ShareWe compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Dilutedearnings per common and potential common shares include the weighted average of additional shares associated with the incremental effect of dilutiveemployee stock options, non-vested restricted stock as determined using the treasury stock method prescribed by U.S. GAAP and contingent sharesassociated with performance share awards, if dilutive.85Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The computation of basic and diluted earnings per share for the years ended October 31, 2015 and 2014 was as follows (in thousands, except per sharedata): Year Ended October 31, 2015 Net Income from ContinuingOperations Weighted Average Shares Per ShareBasic earnings per common share$15,614 33,993 $0.46Effect of dilutive securities: Stock options— 378 Restricted stock— 131 Diluted earnings per common share$15,614 34,502 $0.46 Year Ended October 31, 2014 Net Income from ContinuingOperations Weighted Average Shares Per ShareBasic earnings per common share$8,338 37,128 $0.22Effect of dilutive securities: Stock options— 467 Restricted stock— 84 Diluted earnings per common share$8,338 37,679 $0.22The computation of diluted earnings per share excludes outstanding stock options and other common stock equivalents when their inclusion would beanti-dilutive. This is always the case when an entity incurs a net loss, as we did for the year ended October 31, 2013. During this twelve-month period,492,288 of common stock equivalents related to stock options and 84,222 shares of restricted stock were excluded from the computation of diluted earningsper share.For the years ended October 31, 2015, 2014 and 2013, we had 860,272, 954,372 and 816,617 securities, respectively, that were potentially dilutive infuture earnings per share calculations. Such dilution will be dependent on the excess of the market price of our stock over the exercise price and othercomponents of the treasury stock method.86Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 20. Unaudited Quarterly DataSelected quarterly financial data for the years ended October 31, 2015 and 2014 was as follows (amounts in thousands, except per share amounts):For the Quarter EndedJanuary 31, 2015 April 30, 2015 July 31, 2015 October 31, 2015Net sales$127,893 $141,970 $180,206 $195,459Cost of sales105,804 110,812 136,853 145,628Depreciation and amortization8,208 7,831 8,502 10,679Operating (loss) income(5,615) 3,689 9,828 16,773(Loss) income from continuing operations(3,094) 2,294 6,471 9,943Net (loss) income$(3,071) $2,294 $6,927 $9,943Basic (loss) earnings per share, continuing operations$(0.09) $0.07 $0.20 $0.30Diluted (loss) earnings per share, continuing operations(0.09) 0.07 0.19 0.29Basic (loss) earnings per share(0.09) 0.07 0.21 0.30Diluted (loss) earnings per share(0.09) 0.07 0.20 0.29Cash dividends paid per common share$0.04 $0.04 $0.04 $0.04For the Quarter EndedJanuary 31, 2014 April 30, 2014 July 31, 2014 October 31, 2014Net sales$126,379 $135,208 $169,981 $163,816Cost of sales96,189 108,649 130,706 129,040Depreciation and amortization8,544 8,494 8,512 8,319Operating (loss) income(862) (2,828) 12,666 5,300 (Loss) income from continuing operations(1,212) (2,030) 8,567 3,013Net (loss) income$(3,901) $20,131 $8,047 $4,957Basic (loss) earnings per share, continuing operations$(0.03) $(0.05) $0.23 $0.08Diluted (loss) earnings per share, continuing operations(0.03) (0.05) 0.23 0.08Basic (loss) earnings per share(0.11) 0.54 0.22 0.13Diluted (loss) earnings per share(0.11) 0.53 0.21 0.13Cash dividends paid per common share$0.04 $0.04 $0.04 $0.04Quarterly earnings (loss) per share results may not sum to the consolidated earnings per share results on the accompanying consolidated statements ofincome (loss) due to rounding and changes in weighted average shares during the respective periods.21. New Accounting Guidance AdoptedIn July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a SimilarTax Loss, or a Tax Credit Carryforward Exists, which provides guidance related to the presentation of current and deferred income taxes on the balancesheet. In general, an entity must present an unrecognized tax benefit related to a net operating loss carryforward, similar tax loss or tax credit carryforward, asa reduction of a deferred tax asset, except in prescribed circumstances through which liability presentation would be appropriate. This guidance becameeffective for fiscal years beginning after December 15, 2013. We adopted this guidance on November 1, 2014 with no material impact on our consolidatedfinancial statements.87Table of ContentsQUANEX BUILDING PRODUCTS CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 22. Subsequent EventsOn November 2, 2015, we completed a merger of QWMS, Inc., a Delaware corporation which was a newly-formed and wholly-owned Quanexsubsidiary, and WII Holding, Inc. (WII), a Delaware corporation. Upon satisfaction or waiver of conditions set forth in the merger agreement, QWMS, Inc.merged with and into WII, and WII became our wholly-owned subsidiary, and, as a result, we acquired all the subsidiaries of WII (referred to collectively asWoodcraft). Woodcraft is a manufacturer of cabinet doors and other components to original equipment manufacturers (OEMs) in the kitchen and bathroomcabinet industry. Woodcraft operates 13 plants within the United States and Mexico. This acquisition represents our entry into a new market within thebuilding product industry which we believe will reduce the impact of seasonality on our business due to weather. We paid $245.9 million in cash, net of cashacquired, subject to a working capital true-up and including certain holdbacks with regard to potential indemnity claims.We are still determining the purchase price allocation for Woodcraft. A preliminary purchase price allocation of the fair value of the assets acquired andliabilities assumed is included in the table below. These estimates are subject to change and will likely result in an increase or decrease in goodwill,particularly with regard to third-party valuations, during the measurement period which may extend up to one year from the acquisition date. As of Date ofOpening Balance Sheet (In thousands)Net assets acquired: Accounts receivable$23,978Inventory29,650Prepaid and other assets4,502Property, plant and equipment64,824Goodwill89,574Intangible assets104,000Accounts payable(4,620)Accruals and other current liabilities(11,444)Other non-current liabilities(344)Deferred tax liabilities(54,174)Net assets acquired$245,946Consideration: Cash, net of cash and cash equivalents acquired$245,946We used recognized valuation techniques to determine the fair value of the assets and liabilities, including the income approach for customerrelationships and trade names, and the cost approach to value patents, with a discount rate that reflects the risk of the expected future cash flows. Thegoodwill balance is not deductible for tax purposes.In order to fund the Woodcraft acquisition, we entered into New Credit Facilities on November 2, 2015, with Wells Fargo Bank, National Association asAgent, and Bank of America, N.A., serving as Syndication Agent. The New Credit Facilities provide us with a senior secured credit facility of $410.0 millionconsisting of an asset-based revolving credit facility of $100.0 million (for which the borrowing base would be determined monthly) and a term loan facilityof $310.0 million, as more fully described at Note 8, Debt and Capital Lease Obligations.On November 2, 2015, we borrowed $310.0 million under the term loan facility and $10.5 million under the ABL facility to fund the Woodcraftacquisition, to refinance and retire outstanding debt of $50.0 million under our then-existing credit facility and to pay fees associated with the new creditfacility. We may borrow funds under this facility in the future to pay transaction related costs and to fund other general working capital needs. We recordedan expense charge of $0.5 million in November 2015 to write off the unamortized deferred financing fees associated with our prior credit facility.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.88Table of Contents Item 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresUnder the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we haveevaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) under the Securities Exchange Act of 1934 (1934 Act) as ofOctober 31, 2015. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2015, the disclosurecontrols and procedures are effective.Management’s Annual Report on Internal Control over Financial ReportingRefer to Management’s Annual Report on Internal Control over Financial Reporting on page 45 of this Annual Report on Form 10-K.Auditor's Report Relating to Effectiveness of Internal Control over Financial ReportingRefer to the Report of Independent Registered Public Accounting Firm on page 43 of this Annual Report on Form 10-K.Changes in Internal Control over Financial ReportingThere have been no changes in internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during themost recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, except withregard to the internal controls of HLP which was acquired by us on June 15, 2015. Prior to the acquisition, HLP was a privately-held company incorporated inthe United Kingdom, which reported financial results pursuant to accounting principles generally accepted in the United Kingdom, and therefore, had norequirement to comply with the Sarbanes-Oxley Act of 2002. Management is currently evaluating internal control procedures and expects to implementchanges in internal control over financial reporting with regard to the HLP business, to fully comply with the requirements of the Sarbanes-Oxley Act of2002. As permitted under the SEC Rules, we have elected to exclude HLP from management’s assessment of the effectiveness of internal controls as ofOctober 31, 2015.Item 9B. Other Information.None.89Table of Contents PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Pursuant to General Instruction G(3) to Form 10-K, the information on "Directors, Executive Officers and Corporate Governance" is incorporated hereinby reference from the Registrant's Definitive Proxy Statement relating to the 2016 Annual Meeting of Stockholders of Quanex Building Products Corporationor an amendment to this Form 10-K, which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended,within 120 days after the close of the fiscal year ended October 31, 2015.Item 11. Executive Compensation.Pursuant to General Instruction G(3) to Form 10-K, the information on "Executive Compensation" is incorporated herein by reference from theRegistrant's Definitive Proxy Statement relating to the 2016 Annual Meeting of Stockholders of Quanex Building Products Corporation or an amendment tothis Form 10-K, which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, within 120 days afterthe close of the fiscal year ended October 31, 2015.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Pursuant to General Instruction G(3) to Form 10-K, the information on "Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters" is incorporated herein by reference from the Registrant's Definitive Proxy Statement relating to the 2016 Annual Meeting ofStockholders of Quanex Building Products Corporation or an amendment to this Form 10-K, which is to be filed with the SEC pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended, within 120 days after the close of the fiscal year ended October 31, 2015.Item 13. Certain Relationships and Related Transactions, and Director Independence.Pursuant to General Instruction G(3) to Form 10-K, the information on "Certain Relationships and Related Transactions, and Director Independence" isincorporated herein by reference from the Registrant's Definitive Proxy Statement relating to the 2016 Annual Meeting of Stockholders of Quanex BuildingProducts Corporation or an amendment to this Form 10-K, which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended, within 120 days after the close of the fiscal year ended October 31, 2015.Item 14. Principal Accountant Fees and Services.Pursuant to General Instruction G(3) to Form 10-K, the information on "Principal Accountant Fees and Services" is incorporated herein by referencefrom the Registrant's Definitive Proxy Statement relating to the 2016 Annual Meeting of Stockholders of Quanex Building Products Corporation or anamendment to this Form 10-K, which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, within120 days after the close of the fiscal year ended October 31, 2015.PART IVItem 15. Exhibits and Financial Statement Schedules.1. Financial StatementsThe financial statements included in this report are listed in the Index to Financial Statements on page 41 of this Annual Report on Form 10-K.2. Financial Statement SchedulesSchedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions orinapplicable.3. ExhibitsThe exhibits required to be filed pursuant to Item 15(b) of Form 10-K are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporatedherein by reference. Exhibits 10.1 through 10.8, 10.15 through 10.23, and 10.25 through 10.50 listed in the Exhibit Index filed herewith, are management orcompensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10-K pursuant to Item 15(b) thereof.90Table of Contents SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized. QUANEX BUILDING PRODUCTS CORPORATION Date:December 15, 2015 /s/ Brent L. Korb Brent L. Korb Senior Vice President – Finance and Chief Financial Officer(Principal Financial Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated. Name Title Date /s/ William C. Griffiths Chairman of the Board, December 15, 2015William C. Griffiths President and Chief Executive Officer /s/ Susan F. Davis Director December 15, 2015Susan F. Davis /s/ LeRoy D. Nosbaum Director December 15, 2015LeRoy D. Nosbaum /s/ Joseph D. Rupp Director December 15, 2015Joseph D. Rupp /s/ Curtis M. Stevens Director December 15, 2015Curtis M. Stevens /s/ Robert R. Buck Director December 15, 2015Robert R. Buck /s/ Brent L. Korb Senior Vice President—Finance and Chief Financial Officer December 15, 2015Brent L. Korb (Principal Financial Officer) /s/ Dewayne Williams Vice President and Controller December 15, 2015Dewayne Williams (Principal Accounting Officer) 91Table of Contents EXHIBIT INDEXExhibit Number Description of Exhibits2.1 Distribution Agreement among Quanex Corporation, Quanex Building Products LLC and Quanex Building Products Corporation(incorporated by reference to Exhibit 10.1 to Quanex Corporation’s Current Report on Form 8-K filed with the Commission onDecember 24, 2007). 2.2 Agreement and Plan of Merger, dated as of January 31, 2011, by and among Quanex Building Products Corporation, QSB Inc.,Lauren Holdco Inc., Lauren International, Inc. and Kevin E. Gray, as agent for the shareholders of Lauren Holdco Inc., filed asExhibit 2.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and ExchangeCommission on February 2, 2011, and incorporated herein by reference. 2.3 Limited Liability Company Interest Purchase Agreement dated February 7, 2014, by and among Quanex Building ProductsCorporation, Nichols Aluminum, LLC and Aleris International Inc., filed as Exhibit 2.1 of the Registrant’s Current Report on Form8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 10, 2014, and incorporated hereinby reference. 2.4 First Amendment to Limited Liability Company Interest Purchase Agreement dated April 1, 2014, by and among Quanex BuildingProducts Corporation, Nichols Aluminum, LLC and Aleris International Inc., filed as Exhibit 10.1 of the Registrant’s CurrentReport on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on April 7, 2014, andincorporated herein by reference. reference. 2.5 Share Purchase Agreement dated June 15, 2015 by and among R.L. Hartshorn and others, and Quanex Building ProductsCorporation, filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securitiesand Exchange Commission on June 16, 2015, and incorporated herein by reference. 2.6 Agreement and Plan of Merger, dated as of August 30, 2015, by and among Quanex Building Products Corporation, QWMS, Inc.,WII Holding, Inc., and Olympus Growth Fund IV, L.P, solely in its capacity as the representative of the stockholders of WIIHolding, Inc, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securitiesand Exchange Commission on August 30, 2015, and incorporated herein by reference. 3.1 Certificate of Incorporation of the Registrant dated as of December 12, 2007, filed as Exhibit 3.1 of the Registrant’s RegistrationStatement on Form 10 (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on January 11, 2008, andincorporated herein by reference. 3.2 Amended and Restated Bylaws of the Registrant dated as of October 27, 2015, filed as Exhibit 3.1 of the Registrant’s CurrentReport on Form 8-K (Reg. No. 001-33913) filed with the Securities and Exchange Commission on October 28, 2015, andincorporated herein by reference. 4.1 Form of Registrant’s common stock certificate, filed as Exhibit 4.1 of Amendment No. 1 to the Registrant’s Registration Statementon Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on February 14, 2008, and incorporatedherein by reference. 4.2 Credit Agreement dated as of November 2, 2015, among the Company; certain of its subsidiaries as guarantors; Wells Fargo Bank,National Association, as administrative agent; Bank of America, N.A., as lead arranger and syndication agent; and the lendersparties thereto, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with theSecurities and Exchange Commission on November 3, 2015, and incorporated herein by reference. 4.3 Term Loan Credit Agreement dated as of November 2, 2015, among the Company; certain of its subsidiaries as guarantors; WellsFargo Bank, National Association, as administrative agent; Bank of America, N.A., as lead arranger and syndication agent; and thelenders parties thereto, filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with theSecurities and Exchange Commission on November 3, 2015, and incorporated herein by reference. †10.1 Quanex Building Products Corporation Amended and Restated 2008 Omnibus Incentive Plan, filed as Exhibit 10.1 to theRegistrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February28, 2014, and incorporated herein by reference. †10.2 Quanex Building Products Corporation Deferred Compensation Plan as amended, filed as Exhibit 10.2 to the Registrant'sQuarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended January 31, 2014, as filed with the Securities andExchange Commission on March 6, 2014, and incorporated herein by reference. †10.3 Quanex Building Products Corporation Restoration Plan, filed as Exhibit 10.8 of Amendment No. 4 to the Registrant’sRegistration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on March 17,2008, and incorporated herein by reference.92Table of Contents EXHIBIT INDEXExhibit Number Description of Exhibits †10.4 Quanex Building Products Corporation Supplemental Employees Retirement Plan, filed as Exhibit 10.9 of Amendment No. 4 tothe Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commissionon March 17, 2008, and incorporated herein by reference. †10.5 Form of Severance Agreement between the Registrant and certain of its executive officers, filed as Exhibit 10.5 of Amendment No.1 to the Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and ExchangeCommission on February 14, 2008, and incorporated herein by reference. †10.6 Form of Change in Control Agreement between the Registrant and certain of its executive officers, filed as Exhibit 10.6 ofAmendment No. 1 to the Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities andExchange Commission on February 14, 2008, and incorporated herein by reference. †10.7 Form of Indemnity Agreement between the Registrant and each of its independent directors, effective September 2, 2008, filed asExhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and ExchangeCommission on August 29, 2008, and incorporated herein by reference. †10.8 Form of Indemnity Agreement between the Registrant and each of its officers, effective September 2, 2008, filed as Exhibit 10.2 ofthe Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission onAugust 29, 2008, and incorporated herein by reference. 10.9 Lease dated May 3, 1989, and Lease Extension dated June 9, 2004, between Mikron Industries, Inc. and the W.R. Sandwith andMichael G. Ritter Partnership, filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (Reg. No. 001-33913) for thefiscal year ended October 31, 2008, and incorporated herein by reference. 10.10 Amendment to Lease by and between W.R. Sandwith and Michael G. Ritter Partnership and Mikron Washington LLC, filed asExhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended April 30, 2010, andincorporated herein by reference. 10.11 Lease Agreement dated March 31, 2011 between Lauren Real Estate Holding LLC and Edgetech I.G. Inc., filed as Exhibit 10.15 tothe Company’s Annual Report on Form 10-K (Reg. No. 001-33913) for the fiscal year ended October 31, 2012, and incorporatedherein by reference. †10.12 Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013, filed as Exhibit 10.1 ofthe Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on June20, 2013, and incorporated herein by reference. †10.13 Change in Control Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013,filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities andExchange Commission on June 20, 2013, and incorporated herein by reference. †10.14 Indemnity Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013, the form ofwhich is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities andExchange Commission on August 29, 2008, and incorporated herein by reference. †10.15 Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013, filed as Exhibit 10.1of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission onJuly 9, 2013, and incorporated herein by reference. †10.16 Change in Control Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013,filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities andExchange Commission on July 9, 2013, and incorporated herein by reference. †10.17 Indemnity Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013, the form ofwhich is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities andExchange Commission on August 29, 2008, and incorporated herein by reference. 10.18 Second Amendment to Lease Agreement between HP Properties/Mikron LLC, successor in interest to the W.R. Sandwith andMichael G. Ritter Partnership, and Mikron Washington LLC, dated November 20, 2013.93Table of Contents EXHIBIT INDEXExhibit Number Description of Exhibits †10.19 Form of Stock Option Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan,as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securitiesand Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.20 Form of Stock Option Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.21 Form of Stock Option Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan,as amended, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K ( (Reg. No. 001-33913), as filed with theSecurities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.22 Form of Stock Option Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.23 Form of Restricted Stock Award Agreement for Employees under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.24 Form of Restricted Stock Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.25 Form of Restricted Stock Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.26 Form of Restricted Stock Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.27 Form of Restricted Stock Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.28 Form of Restricted Stock Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.29 Form of Restricted Stock Unit Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.30 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.31 Amended Form of Performance Share Award Agreement for Employees under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. 94Table of Contents EXHIBIT INDEXExhibit Number Description of Exhibits†10.32 Amended Form of Performance Share Award Agreement for Section 16 Officers under the Quanex Building Products Corporation2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. †10.33 Amended Form of Performance Share Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. †10.34 Form of Performance Share Award Agreement for Non-Employee Directors the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.35 Amended Form of Performance Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. †10.36 Amended Form of Performance Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. †10.37 Amended Form of Performance Unit Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference. †10.38 Form of Performance Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.20 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.39 Form of Stock Appreciation Right Agreement for Employees under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.21 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.40 Form of Stock Appreciation Right Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.22 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.41 Form of Stock Appreciation Right Agreement for Key Leaders under the Quanex Building Products Corporation 2008 OmnibusIncentive Plan, as amended, filed as Exhibit 10.23 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filedwith the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.42 Form of Stock Appreciation Right Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008Omnibus Incentive Plan, as amended, filed as Exhibit 10.24 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913),as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.43 Form of Other Stock Based Award Agreement under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, asamended, filed as Exhibit 10.25 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securitiesand Exchange Commission on April 29, 2014, and incorporated herein by reference. †10.44 Amended Form of Annual Incentive Award Agreement under the Quanex Building Products Corporation 2008 Omnibus IncentivePlan, as amended, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with theSecurities and Exchange Commission on December 7, 2015, and incorporated herein by reference. *21.1 Subsidiaries of the Registrant. 95Table of Contents EXHIBIT INDEXExhibit Number Description of Exhibits*23.1 Consent of Grant Thornton LLP *23.2 Consent of Deloitte & Touche LLP *31.1 Certification by chief executive officer pursuant to Rule 13a-14(a)/15d-14(a). *31.2 Certification by chief financial officer pursuant to Rule 13a-14(a)/15d-14(a). *32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *101.INS XBRL Instance Document *101.SCH XBRL Taxonomy Extension Schema Document *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF XBRL Taxonomy Extension Definition Linkbase Document *101.LAB XBRL Taxonomy Extension Label Linkbase Document *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *Filed herewith† Management Compensation or Incentive PlanAs permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not filed with this Annual Report on Form 10-K certain instruments defining therights of holders of long-term debt of the Registrant and its subsidiaries because the total amount of securities authorized under any of such instruments doesnot exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any suchagreements to the Securities and Exchange Commission upon request.96EXHIBIT 21.1 SUBSIDIARIES OF QUANEX BUILDING PRODUCTS CORPORATION LOCATION OF INCORPORATIONQuanex Homeshield, LLC DelawareMikron Industries, Inc. WashingtonMikron Washington, LLC WashingtonQuanex IG Systems, Inc. OhioEdgetech Europe GmbH GermanyQuanex Screens LLC DelawareEdgetech (UK) LTD. United Kingdom and WalesFlamstead Holdings Limited United Kingdom and WalesHL Plastics Ltd. United Kingdom and WalesExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe have issued our reports dated December 15, 2015, with respect to the consolidated financial statements and internal control over financial reportingincluded in the Annual Report of Quanex Building Products Corporation on Form 10-K for the year ended October 31, 2015. We hereby consent to theincorporation by reference of said reports in the Registration Statements of Quanex Building Products Corporation on Forms S-8 (File No. 333-150392, FileNo. 333-173245 and File No. 333-194812)./s/ GRANT THORNTON LLPHouston, TexasDecember 15, 2015Exhibit 23.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-150392, 333-173245 and 333-194812 on Form S-8 of our report datedDecember 18, 2013 (December 12, 2014 as to the retrospective adjustments for discontinued operations discussed in Note 1, and December 15, 2015 as to theretrospective adjustments for change in the composition of reportable segments discussed in Note 18), relating to the 2013 consolidated financial statementsof Quanex Building Products Corporation and subsidiaries, appearing in this Annual Report on Form 10-K of Quanex Building Products Corporation for theyear ended October 31, 2015./s/ DELOITTE & TOUCHE LLPHouston, TexasDecember 15, 2015Exhibit 31.1CHIEF EXECUTIVE OFFICER CERTIFICATIONI, William C. Griffiths, certify that:1.I have reviewed this annual report on Form 10-K of Quanex Building Products Corporation (the Registrant);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined inExchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and15d-15(f)] for the Registrant and have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;andd.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the Registrant’s internal control over financial reporting; and5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’sinternal control over financial reporting.December 15, 2015 /s/ WILLIAM C. GRIFFITHSWILLIAM C. GRIFFITHSChairman of the Board, President and Chief Executive Officer(Principal Executive Officer)Exhibit 31.2CHIEF FINANCIAL OFFICER CERTIFICATIONI, Brent L. Korb, certify that:1.I have reviewed this annual report on Form 10-K of Quanex Building Products Corporation (the Registrant);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined inExchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and15d-15(f)] for the Registrant and have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;andd.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the Registrant’s internal control over financial reporting; and5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’sinternal control over financial reporting.December 15, 2015 /S/ BRENT L. KORB BRENT L. KORBSenior Vice President – Finance andChief Financial Officer(Principal Financial Officer) Exhibit 32Certification Pursuant To Section 906of the Sarbanes-Oxley Act of 2002(18 U.S.C. SECTION 1350)Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (theAct), William C. Griffiths, President and Chief Executive Officer of Quanex Building Products Corporation (the Company) and Brent L. Korb, Senior VicePresident – Finance and Chief Financial Officer of the Company, each hereby certify that, to the best of their knowledge:(a)the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015 as filed with the Securities and Exchange Commission onthe date hereof (the Report), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, asamended; and(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.December 15, 2015 /S/ WILLIAM C. GRIFFITHS /S/ BRENT L. KORBWILLIAM C. GRIFFITHS BRENT L. KORBChairman of the Board, President andChief Executive Officer Senior Vice President—Finance andChief Financial OfficerA signed original of this written statement required by Section 906 has been provided to Quanex Building Products Corporation and will be retainedby Quanex Building Products Corporation and furnished to the Securities and Exchange Commission or its staff upon request.(This page intentionally left blank) (This page intentionally left blank) Bigger, Better, Stronger FISCAL 2015 IN REVIEW 2015 was a very satisfying and successful basis. This improved profitability puts us results in 5-6% overall growth. If in fact the year for Quanex, both operationally well on the way to our stated goal of 15% early economic forecasts prove to be true and strategically. Operationally, gross EBITDA margins. margins in our legacy business improved approximately 100 basis points and we more than tripled cash provided by operating activities. Strategically, the highlights of the year were the addition of HL Plastics in June, and the addition of Woodcraft Industries two days after our fiscal year closed. and any or all market segments experience higher actual growth, we would expect to see a similar improvement in our revenues. We closed the fiscal year with net debt of $34 million after paying down $42 million of the $92 million borrowed to finance the Based on our conservative view of 5-6% HL Plastics acquisition. The Woodcraft growth, we believe that Quanex’s 2016 acquisition added an incremental $270 revenue will approach a billion dollars, million of debt for a post-acquisition net and at that level we expect EBITDA to be debt level of $305 million. This represents between $112 million and $120 million, a comfortable pro-forma debt to EBITDA excluding transaction costs and purchase HL Plastics is the UK’s fastest growing leverage ratio of 2.9 times. Our primary accounting impacts. More importantly, vinyl profile extruder, and has the most focus will be to continue to generate strong we believe that we will be able to generate technologically advanced window system cash flow through profitable growth and sufficient cash flow to re-invest $45 growth in the early stages of a residential housing recovery. Woodcraft is a leading provider of hardwood and engineered wood cabinet doors and components to kitchen and bath cabinet OEMs throughout the United States. This industry is less seasonal, is expected to grow faster, and is generally more profitable than the fenestration market where we have been traditionally focused. These two new additions to the Quanex team effectively replaced the revenues of Nichols Aluminum, which we divested in 2014 in the first step of our strategic transformation, but at a much higher level of profitability. In fact, assuming we had owned both HL Plastics and Woodcraft for all of 2015, pro-forma revenues would have been approximately $935 million with pro-forma EBITDA of approximately $105 million, excluding transaction costs. Prior to divesting Nichols, our reported 2013 revenues were $953 million and EBITDA was $43 million. Thus, EBITDA improved two and a half times on similar revenues. Also, EBITDA margins improved from 4.5% in 2013 to 11.2% in 2015 on a pro-forma 2.5 times. Included in the capital spend is an incremental $10 million above our annual base capital level. The incremental investments are being made to facilitate future above-market growth, in addition to cost savings initiatives being driven by investments in automation. In 2016 you will see us continue to work on improving margins and generating cash to pay down debt. We will continue to look at “bolt on” acquisitions, but we will not significantly increase our leverage ratio without a clear path to reducing it to below 2.5 times in reasonably short order. We are not done with our strategic transformation, and we will continue our efforts to turn Quanex into a bigger, better and more profitable company. Thank you for your continued support. “We believe that Quanex’s 2016 revenue will approach a billion dollars, and at that level we expect EBITDA to be between $112 million and $120 million.” FISCAL 2016 OUTLOOK Looking forward to 2016, all economic forecasts are once again predicting very optimistic growth rates for the housing industry, and all indicate that 2016 will be much stronger than 2015. Our view is slightly more conservative, with an expectation that 2016 will be very similar to 2015. Specifically, we expect to experience Bill Griffiths growth of 5-6% in the North American fenestration market, 6% growth in US cabinets and 7-8% in our core European markets, which on a total company basis Chairman, President and Chief Executive Officer Financial Highlights The following consolidated financial highlights, for the five years ended October 31, 2015, were derived from the Company’s audited Financial Statements. Unless otherwise noted, all information in the table reflects only continuing operations. This information should be read in conjunction with the Company’s Consolidated Financial Statements and accompanying notes included in Item 8 of the Company’s 2015 Annual Report on Form 10-K. The historical information is not necessarily indicative of the results to be expected in the future. FISCAL YEARS ENDED OCTOBER 31 2015(1) 2014(2)(7) 2013(2)(3) 2012(2)(4)(5) 2011(2)(6)(7) in that market. The addition of HL Plastics margin enhancement with the intent to million of capital back into the business Diluted earnings (loss) per share expands our position in the core western reduce our leverage ratio to below 2.5 and still reduce our leverage ratio to below Cash dividends declared per share European market, which is enjoying stable times by the end of fiscal 2016. Net sales Cost of sales Selling, general and administrative Depreciation and amortization Operating income (loss) Income (loss) from continuing operations Net income (loss) (Dollars in thousands, except per share data) $645,528 $595,384 $554,867 $478,578 $420,258 499,097 464,584 419,733 355,669 315,765 86,536 35,220 24,675 15,614 82,150 33,869 14,276 8,338 98,969 53,521 (18,821) (12,384) 100,884 29,975 (8,862) (6,561) 75,918 25,390 1,386 (411) $16,093 $29,234 $(11,703) $(16,534) $9,066 $0.47 $0.16 $0.78 $0.16 (0.32) $0.16 (0.45) $0.16 $0.24 $0.16 (1) In June 2015, we acquired all of the outstanding share capital of Flamstead Holdings Limited, a vinyl profile extruder with operations located in the United Kingdom, following a pre-acquisition reorganization. The results of operations of this acquired business have been included in our consolidated operating results since the date of acquisition, June 15, 2015, contributing net income of $1.5 million. (2) In April 2014, we sold Nichols to Aleris. Accordingly, the assets and liabilities of Nichols were reported as discontinued operations in the consolidated balance sheets for the applicable periods presented, and the related operating results are reported as discontinued operations in the consolidated statements of income (loss) presented, as applicable. (3) In December 2012, we acquired substantially all the assets of Alumco, Inc. and its subsidiaries, a manufacturer of window screens, with multiple facilities within the United States. Alumco provided revenues of $49.1 million and a net loss of approximately $0.1 million for the period December 2012 through October 31, 2013. (4) In November 2011, we announced a consolidation program for two of our insulating glass manufacturing facilities, whereby we closed a facility in Barbourville, Kentucky. This facility consolidation was completed ahead of schedule in August 2012. In fiscal 2012, we recorded expenses totaling $9.0 million ($5.9 million net of tax) related to this consolidation. (5) In fiscal 2012, we experienced a strike at two of our Nichols facilities in Davenport, Iowa, which had a negative impact on income (loss) from discontinued operations, reducing operating income by approximately $11.1 million ($7.3 million net of tax), including a reduction in sales volume and incremental direct costs. (6) In March 2011, we acquired Edgetech, I.G. Inc. and its German subsidiary. Headquartered in Cambridge, Ohio, Edgetech owned three manufacturing facilities, one each in the United States, United Kingdom and Germany, that produced and marketed a full line of warm edge insulating glass spacer systems for window and door customers in North America and abroad. In addition, in March 2011, we acquired a small vinyl extrusion facility in Yakima, Washington. Accordingly, the estimated fair value of assets acquired in the acquisition and the results of operations were included in our consolidated financial statements as of the effective date of the acquisition. (7) In fiscal 2011, we recognized an expense of $1.9 million ($1.1 million net of tax) to increase our warranty reserve associated with a discontinued legacy product and claims. In fiscal 2014, we decreased our warranty reserve and reduced expense by $2.8 million ($1.8 million net of tax) related to claims associated with this discontinued legacy product. Financial Statistics as of October 31, 2015 Book value per common share: $11.75 Total debt to capitalization: 12.7% Return on invested capital: 4.0% Actual number of common shares outstanding: 33,962,460 EBITDA Reconciliation Quanex Building Products Corporation - Non-GAAP Financial Measure Disclosure (US Dollars in thousands, unaudited) EBITDA (defined as net income or loss before interest, taxes, depreciation and amortization and other, net) is a non-GAAP financial measure that Quanex’s management uses to measure its operational performance and assist with financial decision-making. EBITDA is a key metric used by management in determining the value of annual incentive awards for its employees. We believe this non-GAAP measure (included under market conditions outlined in our forward-looking guidance) provides a consistent basis for comparison between periods, and will assist investors in understanding our financial performance when comparing our results to other investment opportunities. EBITDA may not be the same as that used by other companies. The company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with US GAAP.* Twelve Months Ended October 31, 2013 Net Loss Income tax benefit Other, net Interest expense Operating Income Depreciation and amortization EBITDA 2013 Revenue Reconciliation As presented - 2015 Nichols - Discontinued operations 2013 Revenue original presentation $<11,703> <6,498> <168> 640 <17,729> 60,504 $42,775 $554,867 $397,775 $952,642 *Due to the high variability and difficulty in predicting certain items that affect GAAP net income, information reconciling forward-looking EBITDA as presented to GAAP financial measures is unavailable to Quanex without unreasonable effort. 52060_Cover_workup.indd 2 1/20/16 8:54 AM 52060_Cover_workup.indd 3 1/20/16 8:54 AM Corporate Information COMPANY DESCRIPTION (NYSE:NX) With more than 4,000 employees, manufacturing facilities in North America, the United Kingdom and Germany, and sales offices located throughout the world, Quanex had consolidated sales of $645 million in 2015. An industry-leading manufacturer of engineered materials and components for building products sold to Original Equipment Manufacturers (OEMs), Quanex designs and produces energy- efficient window and door products, systems and solutions, as well as kitchen and bath cabinet components. We emphasize continuous improvement in our people, our processes and customer experience, providing an array of products, services and custom solutions that are advancing the industries we serve. LEADERSHIP William C. Griffiths Chairman, President & Chief Executive Officer Brent L. Korb Senior Vice President – Finance & Chief Financial Officer Kevin P. Delaney Senior Vice President – General Counsel & Secretary Dewayne Williams Vice President – Controller BOARD OF DIRECTORS Curtis M. Stevens 1, 2*,4 Chief Executive Officer, Louisiana-Pacific Corporation William C. Griffiths 1* Chairman, President & Chief Executive Officer, Quanex Building Products Corporation Joseph D. Rupp 1, 3, 4*, 5 Chairman, President & Chief Executive Officer, Olin Corporation LeRoy D. Nosbaum 2, 3, 4 Retired President & Chief Executive Officer, Itron, Inc. Robert R. Buck 2, 4 Chairman of the Board, Beacon Roofing Supply, Inc. Susan F. Davis 3*, 4 Executive Vice President - Asia Pacific, Johnson Controls, Inc. BOARD COMMITTEES 1 Executive Committee 2 Audit Committee 3 Compensation & Management Development Committee 4 Nominating & Corporate Governance Committee 5 Lead Director * Denotes Committee Chair STOCKHOLDER INFORMATION Quanex Building Products Corporation 1800 West Loop South Suite 1500 Houston, Texas 77027 713.961.4600 800.231.8176 inquiry@quanex.com TRANSFER AGENT, SHAREHOLDER RECORDS & DIVIDEND DISBURSING AGENT Wells Fargo Bank N.A. Shareowner Services 1110 Centre Point Curve Mendota Heights, MN 55120-4100 P 800.468.9716 F 651.450.4085 651.450.4064 Outside the United States ANNUAL STOCKHOLDER MEETING Friday, March 4, 2016 8:00 a.m. C.S.T. Quanex Corporate Offices The Quanex Form 10-K for the fiscal year ended October 31, 2015, can be viewed and downloaded from the company website at www.Quanex.com/2015AR. Bigger. Better. Stronger. 1800 West Loop South Suite 1500 Houston, Texas 77027 www.Quanex.com IG Spacers Insulating glass spacer products Window & Door Components Thresholds, astragals, components and grilles Vinyl Profiles Extruded window & door profiles Screens Window and Door Screens Cabinet Components Kitchen and bath cabinet doors and components 52060_Cover_workup.indd 4 1/20/16 8:54 AM 52060_Cover_workup.indd 1 1/20/16 8:54 AM 2015 Annual Report SummaryNYSE: NXIG SpacersWindow & Door ProfilesWindow & Door ComponentsWindow & Door ScreensWoodcraft ProductsCorporate Headquarters

Continue reading text version or see original annual report in PDF format above