Worthington Steel (NYSE: WS) posts Q4 loss as it completes major Kloeckner acquisition
Rhea-AI Filing Summary
Worthington Steel reported a fourth-quarter fiscal 2026 net loss as large non-cash charges offset higher sales and announced leadership and capital updates. Net sales rose 12% to $929.2 million, but a $94.5 million impairment in the Electrical Steel unit and higher acquisition-related expenses drove an operating loss of $57.6 million and a net loss attributable to controlling interest of $48.7 million, or $0.98 per diluted share. Adjusted net earnings were $37.9 million, or $0.74 per diluted share, and adjusted EBIT was $54.0 million, both below the prior year.
The company highlighted completion of the Kloeckner Acquisition after quarter-end, gaining about 62% of Klöckner’s outstanding shares, described as the largest deal in its history. Cash and cash equivalents were $84.6 million and net debt was $172.2 million as of May 31, 2026. The board declared a quarterly dividend of $0.16 per share, payable September 29, 2026. Worthington also corrected a non-GAAP footnote in its earlier earnings release, appointed Gwen Joseph as Corporate Controller and Principal Accounting Officer following the retirement of Steven R. Witt, and reaffirmed its focus on integration, value-added growth, and shareholder returns.
Positive
- Revenue growth and Kloeckner scale-up: Fourth-quarter net sales increased 12% year over year to $929.2 million, and Worthington completed the Kloeckner Acquisition after quarter-end, securing approximately 62% of Kloeckner’s outstanding shares and significantly expanding its metals processing platform.
Negative
- Impairment-driven swing to loss: A $94.5 million impairment in the Electrical Steel reporting unit, higher SG&A including $15.5 million of Kloeckner acquisition-related expenses, and tighter spreads drove a Q4 operating loss of $57.6 million and a net loss attributable to controlling interest of $48.7 million, versus profit a year earlier.
Insights
Higher Q4 sales were outweighed by sizeable impairments and deal costs.
Worthington Steel grew fourth-quarter net sales to $929.2 million, up 12%, driven by direct volume growth and the addition of Sitem Group. However, value-added spreads tightened and toll-processing volumes declined, pressuring gross margin.
The company recorded $94.5 million of goodwill and long-lived asset impairments in its Electrical Steel reporting unit, reflecting weaker demand in industrial motors and delayed automotive programs. Together with $15.5 million of Kloeckner acquisition-related expenses, this flipped operating income from a prior-year profit to a loss.
Despite GAAP net loss of $48.7 million, adjusted net earnings were $37.9 million and adjusted EBITDA $75.2 million for the quarter. After fiscal year-end, Worthington closed the Kloeckner Acquisition, securing roughly 62% of Kloeckner’s shares, positioning the company for a larger, more diversified metals platform while increasing complexity and integration execution risk.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
impairment of goodwill and long-lived assets financial
Kloeckner Acquisition financial
free cash flow financial
net debt financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On June 24, 2026, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Original Financial Release”) reporting results for the three months ended May 31, 2026 (the fourth quarter of fiscal 2026). The Original Financial Release included a non-GAAP reconciliation table for EBIT, Adjusted EBIT and Adjusted EBITDA for the three months ended May 31, 2026 and 2025 in which footnote (2) to the table was erroneously duplicated from footnote (1). A corrected version of the news release (the "Financial Release") is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, in which footnote (2) to the non-GAAP reconciliation table for EBIT, Adjusted EBIT and Adjusted EBITDA for the three months ended May 31, 2026 and 2025 has been corrected to read: "Excludes the noncontrolling interest portion of restructuring and other (income) expense, net of $0.7 million in the fiscal 2025 period." No other changes have been made to the Original Financial Release.
We will host a conference call at 8:30 a.m. ET on June 25, 2026, to discuss our unaudited financial results for the fourth quarter of fiscal 2026 and address our outlook for the first quarter of fiscal 2027. The conference call is accessible through Events & Presentations in the Investors section of our website at www.WorthingtonSteel.com, or by registering online at https://events.q4inc.com/attendee/699991251 for the live conference. Prior to the conference call, we made available an investor presentation on our website. The investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
Financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures are included in the Financial Release and the investor presentation, and will be discussed during the conference call, to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most directly comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Information on our website is not incorporated herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2026, Steven R. Witt announced his retirement from his position as Corporate Controller and Principal Accounting Officer of Worthington Steel, Inc. (the “Company”), effective June 23, 2026. Mr. Witt’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its accounting principles, practices or financial statement disclosures.
Also on June 23, 2026, the Board of Directors of the Company appointed Gwen Joseph as Corporate Controller and Principal Accounting Officer of the Company, effective June 23, 2026.
Ms. Joseph, 45, served as Director of External Reporting of the Company from December 2023 to June 2026 and, prior to that, served as Director of Internal Audit of Worthington Industries, Inc. (now known as Worthington Enterprises, Inc.) from March 2020 to December 2023. Ms. Joseph is a Certified Public Accountant and earned both a Bachelor of Science in Accounting and Finance and a Master’s degree in Accounting from Wright State University.
In connection with Ms. Joseph’s appointment, the Compensation Committee of the Board of Directors approved an annual base salary for Ms. Joseph of $255,000 and a target annual cash incentive equal to 50% of her annual base salary. The Compensation Committee also approved an equity award to Ms. Joseph with an aggregate grant date value of $200,000, consisting of restricted stock, performance shares, and performance cash under the Company’s 2023 Long-Term Incentive Plan. The number of shares subject to the equity award will be determined on the grant date in accordance with the terms of the 2023 Long-Term Incentive Plan and the Company’s applicable award agreements.
There are no arrangements or understandings between Ms. Joseph and any other person pursuant to which she was appointed as Corporate Controller and Principal Accounting Officer. There are no family relationships between Ms. Joseph and any director or executive officer of the Company, and Ms. Joseph has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On June 24, 2026, we issued a news release (the “Dividend Release”) reporting that our board of directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on June 24, 2026, and is payable on September 29, 2026, to our
shareholders of record at the close of business on September 15, 2026. A copy of the Dividend Release is filed herewith as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
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Description |
99.1
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News Release of Worthington Steel, Inc. issued on June 24, 2026 (Financial Release) |
99.2 |
Investor Presentation of Worthington Steel, Inc., dated June 24, 2026
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99.3 |
News Release of Worthington Steel, Inc. issued on June 24, 2026 (Dividend Release)
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WORTHINGTON STEEL, INC. |
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Date: |
June 25, 2026 |
By: |
/s/ Joseph Y. Heuer |
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Joseph Y. Heuer |
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EXHIBIT 99.1 |
Worthington Steel Reports Fourth Quarter Fiscal 2026 Results
COLUMBUS, Ohio, June 24, 2026 – Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2026 fourth quarter ended May 31, 2026.
Fourth Quarter Highlights (all comparisons to the fourth quarter of fiscal 2025):
“Worthington Steel closed fiscal 2026 with continued progress against our long-term strategy,” said Geoff Gilmore, president and chief executive officer. “Fourth quarter results reflected solid execution in a mixed market with tighter year-over-year value-added spreads, which are beginning to normalize. Higher net sales were supported by growth in our direct business and continued focus on value-added solutions for customers. The completion of the Kloeckner transaction shortly after year-end marks the largest acquisition in our history and a defining step in building a stronger, more diversified metals processing platform. As we move forward, our priorities remain clear: safety, customer service, operational discipline, integration readiness and strong returns for shareholders.”
Financial highlights for the fiscal 2026 periods and the comparative periods are as follows:
(In millions, except volume)
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4Q 2026 |
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4Q 2025 |
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FY 2026 |
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FY 2025 |
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Volume (tons) |
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938,589 |
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982,180 |
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3,586,817 |
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3,793,752 |
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Net sales |
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$ |
929.2 |
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$ |
832.9 |
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$ |
3,443.8 |
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$ |
3,093.3 |
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Operating income (loss) |
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(57.6 |
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66.4 |
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15.5 |
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147.0 |
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Net earnings (loss) attributable to controlling interest |
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(48.7 |
) |
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55.7 |
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17.3 |
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110.7 |
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Adjusted EBIT (Non-GAAP)(1) |
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54.0 |
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70.1 |
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160.8 |
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149.1 |
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Equity in net income of unconsolidated affiliate |
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3.6 |
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4.0 |
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20.3 |
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4.4 |
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(Per diluted share amounts, after-tax)
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4Q 2026 |
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4Q 2025 |
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FY 2026 |
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FY 2025 |
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Net earnings (loss) per diluted share attributable to controlling interest |
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$ |
(0.98 |
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$ |
1.10 |
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$ |
0.34 |
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$ |
2.19 |
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Impairment of goodwill and long-lived assets |
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1.31 |
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- |
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1.34 |
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0.07 |
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Restructuring and other (income) expense, net |
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- |
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0.01 |
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(0.07 |
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0.02 |
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Kloeckner purchase derivative |
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0.17 |
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- |
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0.04 |
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- |
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Kloeckner acquisition-related expenses |
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0.23 |
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- |
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0.54 |
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- |
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Kloeckner securities investment income, net |
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(0.24 |
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- |
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(0.24 |
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- |
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Bridge nonrevolving loan commitment costs |
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0.24 |
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- |
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0.24 |
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- |
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Pension adjustments |
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(0.01 |
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- |
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(0.01 |
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(0.04 |
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Sitem Group acquisition completion bonus payment |
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- |
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- |
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0.03 |
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- |
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Gain on Sitem Group purchase derivative |
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- |
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(0.06 |
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- |
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(0.06 |
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Deferred tax asset adjustment |
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- |
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- |
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0.02 |
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- |
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Gain on land sale |
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- |
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- |
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- |
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(0.02 |
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Impact of dilutive shares(2) |
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0.02 |
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- |
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- |
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- |
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Adjusted net earnings per diluted share attributable to controlling interest (Non-GAAP)(1) |
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$ |
0.74 |
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$ |
1.05 |
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$ |
2.23 |
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$ |
2.16 |
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Quarterly Results
Net sales for the fourth quarter of fiscal 2026 were $929.2 million, an increase of $96.3 million, or 12%, compared to the prior year quarter. This increase was driven primarily by higher direct volumes, including the $47.6 million impact of the addition of Sitem Group and, to a lesser extent, higher average direct selling prices. Direct tons sold increased by 3%, with legacy business, excluding Sitem Group, increasing 1% and the remaining increase due to the addition of Sitem Group. Direct selling prices, excluding the impact of Sitem Group, increased 5% in the fourth quarter of fiscal 2026 compared to the prior year quarter. Toll processing sales decreased $1.9 million, or 6%, in the fourth quarter of fiscal 2026 compared to the prior year quarter. Toll volumes decreased 15% in the fourth quarter of fiscal 2026 compared to the prior year quarter. The decrease in toll volumes was due to a combination of closing the Cleveland-area Worthington Samuel Coil Processing (“WSCP”) facility in May 2025 as well as softening demand from mill customers. Toll selling prices increased 11% in the fourth quarter of fiscal 2026 compared to the prior year quarter, primarily due to higher value-added mix within toll processing. The mix of direct tons versus toll tons processed was 65% to 35% in the fourth quarter of fiscal 2026 compared to 60% to 40% in the prior year quarter.
Gross margin in the fourth quarter of fiscal 2026 was $118.1 million, a decrease of $8.9 million compared to the prior year quarter. The decrease was primarily driven by lower direct spreads (calculated as sales less material costs) and lower toll spreads, partially offset by a $2.3 million favorable impact from Sitem Group. Direct spreads decreased by $6.6 million primarily due to a $6.1 million unfavorable change from an estimated $20.8 million inventory holding gain in the prior year quarter to an estimated $14.7 million inventory holding gain in the fourth quarter of fiscal 2026. Additionally, value-added market spread compression negatively impacted direct spreads by $2.6 million compared to the prior year. These headwinds were partially offset by $2.1 million spread impact of higher direct volumes, notably in automotive. Toll spreads, down $2.4 million, were negatively impacted by $4.0 million due to lower volumes, partially offset by $1.6 million due to a favorable change in toll price due to mix.
Operating loss in the fourth quarter of fiscal 2026 was $57.6 million, a decrease of $124.0 million compared to the prior year quarter. The decrease was driven primarily by $94.5 million of goodwill and long-lived assets impairment charges, a $22.3 million increase in selling, general and administrative (“SG&A”) expense, and a $8.9 million decrease in gross margin, partially offset by a $1.7 million favorable change in restructuring and other (income), expense, net. During the fourth quarter of fiscal 2026, the Company recognized $94.5 million of impairments related to goodwill and long-lived assets within the Electrical Steel reporting unit. The impairments resulted from weakened demand in certain end markets, particularly industrial motors in both Europe and the United States, due to increased foreign competition, and in automotive, some delayed program launches. The $22.3 million increase in SG&A expense, which
included $4.3 million related to Sitem Group, was primarily attributable to $15.5 million of professional fees related to the Kloeckner Acquisition, and to a lesser extent, an increase in compensation and benefits expenses of $2.5 million. During the fourth quarter of fiscal 2025, the Company recognized restructuring expenses of $1.7 million due to the previously announced plans to combine WSCP’s toll processing manufacturing facility in Cleveland, Ohio into its existing manufacturing facility in Twinsburg, Ohio, as well as the severance expense associated with the TWB Company’s (“TWB”) voluntary retirement program.
Net loss attributable to controlling interest of $48.7 million in the fourth quarter of fiscal 2026 compares to net earnings attributable to controlling interest of $55.7 million in the prior year quarter. Net loss per diluted share attributable to controlling interest of $0.98 per diluted share for its fiscal 2026 fourth quarter compares to net earnings per diluted share attributable to controlling interest of $1.10 in the prior year quarter.
Adjusted net earnings attributable to controlling interest of $37.9 million in the fourth quarter of fiscal 2026 compares to $53.4 million in the prior year quarter. Adjusted net earnings per diluted share attributable to controlling interest of $0.74 compares to $1.05 in the prior year quarter. The fourth quarter of fiscal 2026 adjusted results exclude a $66.7 million after-tax impairment of goodwill and long-lived assets, or $1.31 per diluted share, an $8.7 million unrealized after-tax loss on a Kloeckner purchase derivative, or $0.17 per diluted share, an $11.8 million after-tax Kloeckner acquisition-related expenses adjustment, or $0.23 per diluted share, a $12.2 million after-tax gain due to net investment income on Kloeckner securities held, or $0.24 per diluted share, a $12.3 million after-tax adjustment due to the expense related to the bridge nonrevolving loan commitment costs associated with the Kloeckner Acquisition, or $0.24 per diluted share, and $0.7 million after-tax pension adjustments, or $0.01 per diluted share. In addition, the impact of $0.02 per dilutive share was excluded in calculating the Company’s fourth quarter fiscal 2026 adjusted net earnings per diluted share attributable to controlling interest as this reflects the effect of these potentially dilutive shares that would otherwise be anti-dilutive on the net loss attributable to controlling interest. The prior year quarter adjusted results exclude a $3.0 after-tax gain on the Sitem Group purchase price derivative, or $0.06 per diluted share, and $0.7 million after-tax restructuring and other expense, net, or $0.01 per diluted share. For additional information on non-GAAP financial measures, see the Non-GAAP Financial Measures / Supplemental Data section later in this release.
Certain amounts disclosed within the Company’s quarterly results have been adjusted to conform to the current presentation due to the update to estimated tax rates on Non-GAAP adjustments in fiscal 2026. The adjustments had an immaterial impact to the presented results.
Balance Sheet, Cash Flow and Capital Allocation
As of May 31, 2026, the Company had cash and cash equivalents of $84.6 million. During the fourth quarter of fiscal 2026, net cash provided by operating activities was $44.9 million compared to $53.9 million in the prior year quarter. Investment in property, plant and equipment during the fourth quarter of fiscal 2026 was $37.1 million compared to $45.5 million in the prior year quarter. The Company generated free cash flow (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) of $7.8 million in the fourth quarter of fiscal 2026 compared to $8.4 million in the prior year quarter.
The Company ended the fourth quarter of fiscal 2026 with debt of $256.8 million and $84.6 million in cash and cash equivalents, resulting in a net debt (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) position of $172.2 million.
The Company’s board of directors declared a quarterly dividend of $0.16 per common share. The dividend is payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026.
Conference Call
The Company will review fiscal 2026 fourth quarter results during its quarterly conference call on June 25, 2026, beginning at 8:30 a.m., Eastern Time. Conference call details are available through Events & Presentations in the Investors section of the Company’s website at www.WorthingtonSteel.com, or by registering online at https://events.q4inc.com/attendee/699991251 for the live conference.
About Worthington Steel
Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.
As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven
business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.
Safe Harbor Statement
Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; the Company’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the Kloeckner Acquisition; the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies; the impact of the Kloeckner Acquisition on the Company’s earnings; the Company’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction; the expected timeline for completing the Kloeckner Acquisition; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings, laws and regulations; anticipated improvements in business and efficiencies to be gained from the use of artificial intelligence and machine learning (“AI”) and other technologies; effects of cybersecurity breaches and other disruptions to information technology infrastructure; effects of public health emergencies and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters.
Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: our ability to successfully realize the anticipated benefits of the Separation; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates, and economic recession, and with respect to the ability of financial institutions to provide capital; the risks, uncertainties and impacts related to public health emergencies – the duration, extent and severity of which are impossible to predict, and actions taken by governmental authorities or others in connection therewith; changing commodity prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, energy, labor and other items required by operations (especially in light of ongoing global geopolitical and military conflicts); effects of sourcing and supply chain constraints, including interruptions in deliveries of raw materials and supplies or the loss of key supplier relationships; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of critical equipment failures, facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; the Company’s ability to establish day-to-day control over Kloeckner’s operations after the closing of the Kloeckner Acquisition on a timely basis or at all; the effects of the Kloeckner Acquisition on the Company’s and Kloeckner’s operations, including on the Company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the Company’s operations; the impact of the consummation of the Kloeckner Acquisition on relationships with customers, suppliers
and other third parties; the Company’s ability to achieve the anticipated cost synergies or accretion to earnings per share; the ability to realize expected benefits of strategically deployed capital expenditures; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of ongoing global geopolitical and military conflicts), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of ongoing global geopolitical and military conflicts), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from public health emergencies, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products, suppliers or customers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; impairment of the recorded value of inventory, equity investments, fixed assets, goodwill and other assets; competitive pressure on sales and pricing, including pressure from imports and substitute materials; the level of imports and import prices in the Company’s markets and the foreign currency exchange rate exposure; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the U.S Securities and Exchange Commission (“SEC”) and other governmental agencies; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; the operational, data privacy, security, regulatory and legal risks associated with the Company’s reliance on AI technologies as well as its inability to stay abreast of technological advancements and its dependence on third parties who rely on AI technologies; cybersecurity risks; the effects of privacy and information security laws and standards; the cyclical nature of the steel industry; the Company’s safety performance; the effects of competition and price pressures from competitors; risks associated with the Kloeckner Acquisition; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and in our subsequent filings with the SEC.
Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
|
May 31, |
|
|
May 31, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
$ |
929.2 |
|
|
$ |
832.9 |
|
|
$ |
3,443.8 |
|
|
$ |
3,093.3 |
|
Cost of goods sold |
|
|
811.1 |
|
|
|
705.9 |
|
|
|
3,041.2 |
|
|
|
2,704.7 |
|
Gross margin |
|
|
118.1 |
|
|
|
127.0 |
|
|
|
402.6 |
|
|
|
388.6 |
|
Selling, general and administrative expense |
|
|
81.2 |
|
|
|
58.9 |
|
|
|
297.5 |
|
|
|
231.6 |
|
Impairment of goodwill and long-lived assets |
|
|
94.5 |
|
|
|
- |
|
|
|
96.6 |
|
|
|
7.4 |
|
Restructuring and other (income) expense, net |
|
|
- |
|
|
|
1.7 |
|
|
|
(7.0 |
) |
|
|
2.6 |
|
Operating income (loss) |
|
|
(57.6 |
) |
|
|
66.4 |
|
|
|
15.5 |
|
|
|
147.0 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Miscellaneous income, net |
|
|
6.7 |
|
|
|
5.7 |
|
|
|
16.6 |
|
|
|
3.8 |
|
Interest expense, net |
|
|
(19.2 |
) |
|
|
(1.0 |
) |
|
|
(26.9 |
) |
|
|
(7.1 |
) |
Equity in net income of unconsolidated affiliate |
|
|
3.6 |
|
|
|
4.0 |
|
|
|
20.3 |
|
|
|
4.4 |
|
Earnings (loss) before income taxes |
|
|
(66.5 |
) |
|
|
75.1 |
|
|
|
25.5 |
|
|
|
148.1 |
|
Income tax expense |
|
|
1.5 |
|
|
|
16.2 |
|
|
|
22.6 |
|
|
|
28.8 |
|
Net earnings (loss) |
|
|
(68.0 |
) |
|
|
58.9 |
|
|
|
2.9 |
|
|
|
119.3 |
|
Net earnings (loss) attributable to noncontrolling interests |
|
|
(19.3 |
) |
|
|
3.2 |
|
|
|
(14.4 |
) |
|
|
8.6 |
|
Net earnings (loss) attributable to controlling interest |
|
$ |
(48.7 |
) |
|
$ |
55.7 |
|
|
$ |
17.3 |
|
|
$ |
110.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding |
|
|
49.9 |
|
|
|
49.5 |
|
|
|
49.8 |
|
|
|
49.5 |
|
Earnings (loss) per share attributable to controlling interest |
|
$ |
(0.98 |
) |
|
$ |
1.13 |
|
|
$ |
0.35 |
|
|
$ |
2.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding |
|
|
49.9 |
|
|
|
50.5 |
|
|
|
50.8 |
|
|
|
50.5 |
|
Earnings (loss) per share attributable to controlling interest |
|
$ |
(0.98 |
) |
|
$ |
1.10 |
|
|
$ |
0.34 |
|
|
$ |
2.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common shares outstanding at end of period |
|
|
49.9 |
|
|
|
49.5 |
|
|
|
49.9 |
|
|
|
49.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash dividends declared per share |
|
$ |
0.16 |
|
|
$ |
0.16 |
|
|
$ |
0.64 |
|
|
$ |
0.64 |
|
WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
(Unaudited)
|
|
May 31, |
|
|
May 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
84.6 |
|
|
$ |
38.0 |
|
Restricted cash |
|
|
- |
|
|
|
54.9 |
|
Receivables, less allowances of $1.1 and $3.8, respectively |
|
|
496.2 |
|
|
|
438.7 |
|
Inventories |
|
|
|
|
|
|
||
Raw materials |
|
|
168.5 |
|
|
|
179.4 |
|
Work in process |
|
|
145.9 |
|
|
|
165.6 |
|
Finished products |
|
|
101.3 |
|
|
|
77.0 |
|
Total inventories |
|
|
415.7 |
|
|
|
422.0 |
|
Income taxes receivable |
|
|
13.9 |
|
|
|
0.1 |
|
Assets held for sale |
|
|
9.1 |
|
|
|
11.5 |
|
Prepaid expenses and other current assets |
|
|
110.0 |
|
|
|
83.3 |
|
Total current assets |
|
|
1,129.5 |
|
|
|
1,048.5 |
|
Investment in unconsolidated affiliate |
|
|
123.4 |
|
|
|
126.6 |
|
Operating lease right-of-use assets |
|
|
80.9 |
|
|
|
72.6 |
|
Finance lease right-of-use assets, net of accumulated amortization of $3.3 and $–, respectively |
|
|
8.6 |
|
|
|
- |
|
Goodwill |
|
|
44.5 |
|
|
|
79.6 |
|
Other intangible assets, net of accumulated amortization of $62.5 and $50.3, respectively |
|
|
80.7 |
|
|
|
67.9 |
|
Deferred income taxes |
|
|
12.7 |
|
|
|
11.4 |
|
Equity securities |
|
|
122.2 |
|
|
|
- |
|
Other assets |
|
|
7.8 |
|
|
|
7.0 |
|
Property, plant and equipment: |
|
|
|
|
|
|
||
Land |
|
|
57.2 |
|
|
|
38.6 |
|
Buildings and improvements |
|
|
272.5 |
|
|
|
190.4 |
|
Machinery and equipment |
|
|
1,065.0 |
|
|
|
942.6 |
|
Construction in progress |
|
|
107.1 |
|
|
|
132.7 |
|
Total property, plant and equipment |
|
|
1,501.8 |
|
|
|
1,304.3 |
|
Less: accumulated depreciation |
|
|
843.1 |
|
|
|
756.1 |
|
Total property, plant and equipment, net |
|
|
658.7 |
|
|
|
548.2 |
|
Total assets |
|
$ |
2,269.0 |
|
|
$ |
1,961.8 |
|
WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
(Unaudited)
|
|
May 31, |
|
|
May 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Liabilities, mezzanine equity, and equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
422.4 |
|
|
$ |
402.5 |
|
Short-term borrowings |
|
|
185.4 |
|
|
|
149.2 |
|
Accrued compensation, contributions to employee benefit plans and related taxes |
|
|
60.0 |
|
|
|
43.0 |
|
Dividends payable |
|
|
9.2 |
|
|
|
9.3 |
|
Other accrued items |
|
|
56.2 |
|
|
|
15.3 |
|
Current operating lease liabilities |
|
|
10.4 |
|
|
|
7.7 |
|
Current finance lease liabilities |
|
|
2.9 |
|
|
|
- |
|
Income taxes payable |
|
|
0.7 |
|
|
|
4.5 |
|
Current maturities of long-term debt |
|
|
27.0 |
|
|
|
- |
|
Total current liabilities |
|
|
774.2 |
|
|
|
631.5 |
|
Other liabilities |
|
|
51.5 |
|
|
|
32.8 |
|
Long-term debt |
|
|
44.4 |
|
|
|
2.3 |
|
Noncurrent operating lease liabilities |
|
|
78.8 |
|
|
|
68.7 |
|
Noncurrent finance lease liabilities |
|
|
5.5 |
|
|
|
- |
|
Deferred income taxes |
|
|
35.8 |
|
|
|
28.6 |
|
Total liabilities |
|
|
990.2 |
|
|
|
763.9 |
|
|
|
|
|
|
|
|
||
Mezzanine equity: |
|
|
|
|
|
|
||
Redeemable noncontrolling interest |
|
|
72.4 |
|
|
|
- |
|
Total mezzanine equity |
|
|
72.4 |
|
|
|
- |
|
|
|
|
|
|
|
|
||
Shareholders’ equity - controlling interest: |
|
|
|
|
|
|
||
Preferred shares, without par value; authorized – 1,000,000 shares; no shares issued or outstanding |
|
|
- |
|
|
|
- |
|
Common shares, without par value; authorized – 150,000,000 shares; issued |
|
|
|
|
|
|
||
and outstanding 49,920,298 shares and 49,548,895 shares, respectively |
|
|
- |
|
|
|
- |
|
Additional Paid-in Capital |
|
|
919.4 |
|
|
|
913.9 |
|
Retained Earnings |
|
|
148.8 |
|
|
|
164.2 |
|
Accumulated other comprehensive income (loss), net of taxes of $(2.3) and $(2.0), respectively |
|
|
3.9 |
|
|
|
(4.0 |
) |
Total Shareholders’ equity – controlling interest |
|
|
1,072.1 |
|
|
|
1,074.1 |
|
Noncontrolling interests |
|
|
134.3 |
|
|
|
123.8 |
|
Total equity |
|
|
1,206.4 |
|
|
|
1,197.9 |
|
Total liabilities, mezzanine equity, and equity |
|
$ |
2,269.0 |
|
|
$ |
1,961.8 |
|
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
|
|
Twelve Months Ended |
|
|||||
|
|
May 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
2.9 |
|
|
$ |
119.3 |
|
Adjustment to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
84.8 |
|
|
|
66.0 |
|
Impairment of goodwill and long-lived assets |
|
|
96.6 |
|
|
|
7.4 |
|
Benefit from deferred income taxes |
|
|
(8.1 |
) |
|
|
(3.1 |
) |
Bad debt expense |
|
|
0.8 |
|
|
|
1.8 |
|
Equity in net income of unconsolidated affiliate, net of distributions |
|
|
3.2 |
|
|
|
8.4 |
|
Net gain on sale of assets |
|
|
(4.7 |
) |
|
|
(0.7 |
) |
Stock-based compensation |
|
|
13.9 |
|
|
|
11.0 |
|
Unrealized gain on equity securities |
|
|
(16.0 |
) |
|
|
- |
|
Changes in assets and liabilities, net of impact of acquisitions: |
|
|
|
|
|
|
||
Receivables |
|
|
(16.3 |
) |
|
|
34.1 |
|
Inventories |
|
|
47.2 |
|
|
|
(16.7 |
) |
Accounts payable |
|
|
(19.0 |
) |
|
|
15.8 |
|
Accrued compensation and employee benefits |
|
|
5.4 |
|
|
|
(9.8 |
) |
Other operating items, net |
|
|
10.5 |
|
|
|
(3.2 |
) |
Net cash provided by operating activities |
|
|
201.2 |
|
|
|
230.3 |
|
|
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
|
||
Investment in property, plant and equipment |
|
|
(121.2 |
) |
|
|
(130.4 |
) |
Acquisitions, net of cash acquired |
|
|
(2.9 |
) |
|
|
- |
|
Proceeds from sale of assets, net of selling costs |
|
|
16.6 |
|
|
|
1.3 |
|
Purchases of equity securities |
|
|
(106.2 |
) |
|
|
- |
|
Other investing activities |
|
|
0.3 |
|
|
|
- |
|
Net cash used in investing activities |
|
|
(213.4 |
) |
|
|
(129.1 |
) |
|
|
|
|
|
|
|
||
Financing activities: |
|
|
|
|
|
|
||
Proceeds from (repayments of) short-term borrowings, net |
|
|
25.0 |
|
|
|
15.0 |
|
Proceeds from revolving credit facility borrowings - swing loans |
|
|
1,622.0 |
|
|
|
508.7 |
|
Repayments of revolving credit facility borrowings - swing loans |
|
|
(1,610.8 |
) |
|
|
(522.5 |
) |
Proceeds from long-term debt, net of issuance costs |
|
|
38.1 |
|
|
|
2.3 |
|
Principal payments on long-term debt |
|
|
(22.4 |
) |
|
|
- |
|
Payments of tax withholdings, net of proceeds from issuance of common shares |
|
|
(5.9 |
) |
|
|
(3.1 |
) |
Payments to noncontrolling interests |
|
|
(6.0 |
) |
|
|
(17.0 |
) |
Dividends paid |
|
|
(32.6 |
) |
|
|
(31.9 |
) |
Payments of debt issuance costs |
|
|
(4.4 |
) |
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
3.0 |
|
|
|
(48.5 |
) |
|
|
|
|
|
|
|
||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
0.9 |
|
|
|
- |
|
Increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(8.3 |
) |
|
|
52.7 |
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
92.9 |
|
|
|
40.2 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
84.6 |
|
|
$ |
92.9 |
|
WORTHINGTON STEEL, INC.
NON-GAAP FINANCIAL MEASURES / SUPPLEMENTAL DATA
(In millions, except volume and per share amounts)
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company also presents certain non-GAAP financial measures including (a) adjusted operating income, (b) adjusted earnings before income taxes, (c) adjusted income tax expense, (d) adjusted net earnings attributable to controlling interest, (e) adjusted net earnings per diluted share attributable to controlling interest, (f) net earnings (loss) before interest and taxes attributable to controlling interest (“EBIT”), (g) adjusted net earnings before interest and taxes attributable to controlling interest (“adjusted EBIT”), (h) net earnings (loss) before interest, taxes, depreciation and amortization attributable to controlling interest (“EBITDA”), (i) adjusted net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“adjusted EBITDA”), (j) free cash flow, and (k) total debt less cash and cash equivalents (“net debt”).
These non-GAAP financial measures typically exclude impairment and restructuring charges (gains) but may also exclude other items that management believes are not reflective of, and thus should not be included when evaluating the performance of, the Company’s ongoing operations. Management uses these non-GAAP financial measures, together with the most directly comparable GAAP financial measures, to evaluate the Company’s performance, engage in financial and operational planning, and determine incentive compensation and believes these non-GAAP financial measures provide useful information to investors because they provide additional perspective on the performance of the Company’s ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management. These non-GAAP financial measures are not intended to represent, and should not be considered as, an alternative to GAAP financial measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. These measures may exclude items that are significant to understanding the Company’s financial results and condition, and other companies may define or calculate similarly titled non-GAAP financial measures differently. Accordingly, the non-GAAP financial measures presented should be considered in conjunction with, and not as a replacement for, the comparable GAAP financial measures.
For the purposes of the subsequent tables, the non-GAAP measures have been adjusted for the items identified below:
The following provides a reconciliation to the non-GAAP financial measures adjusted operating income, adjusted earnings before income taxes, adjusted income tax expense, adjusted net earnings attributable to controlling interest and adjusted net earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the three- and 12-month periods ended May 31, 2026, and May 31, 2025.
|
|
Three Months Ended May 31, 2026 |
|
|||||||||||||||||
|
|
Operating |
|
|
Earnings (Loss) Before Income Taxes |
|
|
Income Tax Expense |
|
|
Net Earnings (Loss) Attributable to Controlling Interest(1) |
|
|
Net Earnings (Loss) per Diluted Share Attributable to Controlling Interest |
|
|||||
GAAP |
|
$ |
(57.6 |
) |
|
$ |
(66.5 |
) |
|
$ |
1.5 |
|
|
$ |
(48.7 |
) |
|
$ |
(0.98 |
) |
Impairment of goodwill and long-lived assets |
|
|
94.5 |
|
|
|
94.5 |
|
|
|
6.2 |
|
|
|
66.7 |
|
|
|
1.31 |
|
Kloeckner purchase derivative |
|
|
- |
|
|
|
11.5 |
|
|
|
2.8 |
|
|
|
8.7 |
|
|
|
0.17 |
|
Kloeckner acquisition-related expenses |
|
|
15.5 |
|
|
|
15.5 |
|
|
|
3.7 |
|
|
|
11.8 |
|
|
|
0.23 |
|
Kloeckner securities investment income, net |
|
|
- |
|
|
|
(17.2 |
) |
|
|
(5.0 |
) |
|
|
(12.2 |
) |
|
|
(0.24 |
) |
Bridge nonrevolving loan commitment costs |
|
|
- |
|
|
|
16.2 |
|
|
|
3.9 |
|
|
|
12.3 |
|
|
|
0.24 |
|
Pension adjustments |
|
|
- |
|
|
|
(1.4 |
) |
|
|
- |
|
|
|
(0.7 |
) |
|
|
(0.01 |
) |
Impact of dilutive shares(2) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.02 |
|
Non-GAAP |
|
$ |
52.4 |
|
|
$ |
52.6 |
|
|
$ |
13.1 |
|
|
$ |
37.9 |
|
|
$ |
0.74 |
|
|
|
Three Months Ended May 31, 2025 |
|
|||||||||||||||||
|
|
Operating |
|
|
Earnings Before Income Taxes |
|
|
Income Tax Expense |
|
|
Net Earnings Attributable to Controlling Interest(1) |
|
|
Net Earnings per Diluted Share Attributable to Controlling Interest |
|
|||||
GAAP |
|
$ |
66.4 |
|
|
$ |
75.1 |
|
|
$ |
16.2 |
|
|
$ |
55.7 |
|
|
$ |
1.10 |
|
Restructuring and other expense, net |
|
|
1.7 |
|
|
|
1.7 |
|
|
|
0.3 |
|
|
|
0.7 |
|
|
|
0.01 |
|
Tax indemnification adjustment |
|
|
- |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
- |
|
|
|
- |
|
Gain on Sitem Group purchase derivative |
|
|
- |
|
|
|
(4.0 |
) |
|
|
(1.0 |
) |
|
|
(3.0 |
) |
|
|
(0.06 |
) |
Non-GAAP |
|
$ |
68.1 |
|
|
$ |
73.0 |
|
|
$ |
15.7 |
|
|
$ |
53.4 |
|
|
$ |
1.05 |
|
|
|
Twelve Months Ended May 31, 2026 |
|
|||||||||||||||||
|
|
Operating |
|
|
Earnings Before Income Taxes |
|
|
Income Tax Expense |
|
|
Net Earnings Attributable to Controlling Interest(1) |
|
|
Net Earnings per Diluted Share Attributable to Controlling Interest |
|
|||||
GAAP |
|
$ |
15.5 |
|
|
$ |
25.5 |
|
|
$ |
22.6 |
|
|
$ |
17.3 |
|
|
$ |
0.34 |
|
Impairment of goodwill and long-lived assets |
|
|
96.6 |
|
|
|
96.6 |
|
|
|
6.7 |
|
|
|
68.3 |
|
|
|
1.34 |
|
Restructuring and other (income), net |
|
|
(7.0 |
) |
|
|
(7.0 |
) |
|
|
(1.1 |
) |
|
|
(3.3 |
) |
|
|
(0.07 |
) |
Kloeckner purchase derivative |
|
|
- |
|
|
|
2.4 |
|
|
|
0.6 |
|
|
|
1.8 |
|
|
|
0.04 |
|
Kloeckner acquisition-related expenses |
|
|
35.8 |
|
|
|
35.8 |
|
|
|
8.6 |
|
|
|
27.2 |
|
|
|
0.54 |
|
Kloeckner securities investment income, net |
|
|
- |
|
|
|
(17.4 |
) |
|
|
(5.1 |
) |
|
|
(12.3 |
) |
|
|
(0.24 |
) |
Bridge nonrevolving loan commitment costs |
|
|
- |
|
|
|
16.2 |
|
|
|
3.9 |
|
|
|
12.3 |
|
|
|
0.24 |
|
Pension adjustments |
|
|
- |
|
|
|
(1.4 |
) |
|
|
- |
|
|
|
(0.7 |
) |
|
|
(0.01 |
) |
Sitem Group acquisition completion bonus payment |
|
|
4.6 |
|
|
|
4.6 |
|
|
|
1.3 |
|
|
|
1.7 |
|
|
|
0.03 |
|
Deferred tax asset adjustment |
|
|
- |
|
|
|
- |
|
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
0.02 |
|
Other loss, net |
|
|
- |
|
|
|
0.3 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
- |
|
Non-GAAP |
|
$ |
145.5 |
|
|
$ |
155.6 |
|
|
$ |
36.8 |
|
|
$ |
113.3 |
|
|
$ |
2.23 |
|
|
|
Twelve Months Ended May 31, 2025 |
|
|||||||||||||||||
|
|
Operating |
|
|
Earnings Before Income Taxes |
|
|
Income Tax Expense |
|
|
Net Earnings Attributable to Controlling Interest(1) |
|
|
Net Earnings per Diluted Share Attributable to Controlling Interest |
|
|||||
GAAP |
|
$ |
147.0 |
|
|
$ |
148.1 |
|
|
$ |
28.8 |
|
|
$ |
110.7 |
|
|
$ |
2.19 |
|
Impairment of goodwill and long-lived assets |
|
|
7.4 |
|
|
|
7.4 |
|
|
|
1.2 |
|
|
|
3.4 |
|
|
|
0.07 |
|
Restructuring and other expense, net |
|
|
2.6 |
|
|
|
2.6 |
|
|
|
0.4 |
|
|
|
1.1 |
|
|
|
0.02 |
|
Tax indemnification adjustment |
|
|
- |
|
|
|
4.6 |
|
|
|
4.6 |
|
|
|
- |
|
|
|
- |
|
Pension adjustments |
|
|
- |
|
|
|
(2.7 |
) |
|
|
(0.7 |
) |
|
|
(2.0 |
) |
|
|
(0.04 |
) |
Gain on land sale |
|
|
- |
|
|
|
(1.5 |
) |
|
|
(0.4 |
) |
|
|
(1.1 |
) |
|
|
(0.02 |
) |
Gain on Sitem Group purchase derivative |
|
|
- |
|
|
|
(4.0 |
) |
|
|
(1.0 |
) |
|
|
(3.0 |
) |
|
|
(0.06 |
) |
Non-GAAP |
|
$ |
157.0 |
|
|
$ |
154.5 |
|
|
$ |
32.9 |
|
|
$ |
109.1 |
|
|
$ |
2.16 |
|
|
To further assist in the analysis of results for the periods presented, the following volume and net sales information for the three- and 12-month periods ended May 31, 2026, and May 31, 2025, has been provided along with a reconciliation of the non-GAAP financial measures, EBIT, adjusted EBIT and adjusted EBITDA to the most comparable GAAP measure, which is net earnings attributable to controlling interest. Net earnings margin is calculated by dividing net earnings attributable to controlling interest by net sales. Adjusted EBIT margin is calculated by dividing adjusted EBIT by net sales. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.
|
Three Months Ended |
|
|||||
|
May 31, |
|
|||||
(In millions, except volume) |
2026 |
|
|
2025 |
|
||
Volume (tons) |
|
938,589 |
|
|
|
982,180 |
|
Net sales |
$ |
929.2 |
|
|
$ |
832.9 |
|
|
|
|
|
|
|
||
Net earnings (loss) attributable to controlling interest |
$ |
(48.7 |
) |
|
$ |
55.7 |
|
Interest expense, net |
|
19.2 |
|
|
|
1.0 |
|
Income tax expense |
|
1.5 |
|
|
|
16.2 |
|
EBIT |
|
(28.0 |
) |
|
|
72.9 |
|
Impairment of goodwill and long-lived assets(1) |
|
72.9 |
|
|
|
- |
|
Restructuring and other (income) expense, net(2) |
|
- |
|
|
|
1.0 |
|
Kloeckner purchase derivative |
|
11.5 |
|
|
|
- |
|
Kloeckner acquisition-related expenses |
|
15.5 |
|
|
|
- |
|
Kloeckner securities investment income, net |
|
(17.2 |
) |
|
|
- |
|
Pension adjustments(3) |
|
(0.7 |
) |
|
|
- |
|
Gain on Sitem Group purchase derivative |
|
- |
|
|
|
(4.0 |
) |
Tax indemnification adjustment |
|
- |
|
|
|
0.2 |
|
Adjusted EBIT |
|
54.0 |
|
|
|
70.1 |
|
Depreciation and amortization |
|
21.2 |
|
|
|
16.9 |
|
Adjusted EBITDA |
$ |
75.2 |
|
|
$ |
87.0 |
|
|
|
|
|
|
|
||
Net earnings margin |
|
-5.2 |
% |
|
|
6.7 |
% |
Adjusted EBIT margin |
|
5.8 |
% |
|
|
8.4 |
% |
Adjusted EBITDA margin |
|
8.1 |
% |
|
|
10.4 |
% |
|
Twelve Months Ended |
|
|||||
|
May 31, |
|
|||||
(In millions, except volume) |
2026 |
|
|
2025 |
|
||
Volume (tons) |
|
3,586,817 |
|
|
|
3,793,752 |
|
Net sales |
$ |
3,443.8 |
|
|
$ |
3,093.3 |
|
|
|
|
|
|
|
||
Net earnings attributable to controlling interest |
$ |
17.3 |
|
|
$ |
110.7 |
|
Interest expense, net |
|
26.9 |
|
|
|
7.1 |
|
Income tax expense |
|
22.6 |
|
|
|
28.8 |
|
EBIT |
|
66.8 |
|
|
|
146.6 |
|
Impairment of goodwill and long-lived assets(4) |
|
75.0 |
|
|
|
4.6 |
|
Restructuring and other (income) expense, net(5) |
|
(4.4 |
) |
|
|
1.5 |
|
Kloeckner purchase derivative |
|
2.4 |
|
|
|
- |
|
Kloeckner acquisition-related expenses |
|
35.8 |
|
|
|
- |
|
Kloeckner securities investment income, net |
|
(17.4 |
) |
|
|
- |
|
Pension adjustments(3) |
|
(0.7 |
) |
|
|
(2.7 |
) |
Sitem Group acquisition completion bonus payment(6) |
|
3.0 |
|
|
|
- |
|
Gain on Sitem Group purchase derivative |
|
- |
|
|
|
(4.0 |
) |
Tax indemnification adjustment |
|
- |
|
|
|
4.6 |
|
Gain on land sale |
|
- |
|
|
|
(1.5 |
) |
Other loss, net |
|
0.3 |
|
|
|
- |
|
Adjusted EBIT |
|
160.8 |
|
|
|
149.1 |
|
Depreciation and amortization |
|
84.8 |
|
|
|
66.0 |
|
Adjusted EBITDA |
$ |
245.6 |
|
|
$ |
215.1 |
|
|
|
|
|
|
|
||
Net earnings margin |
|
0.5 |
% |
|
|
3.6 |
% |
Adjusted EBIT margin |
|
4.7 |
% |
|
|
4.8 |
% |
Adjusted EBITDA margin |
|
7.1 |
% |
|
|
7.0 |
% |
|
The table below provides a reconciliation from net earnings (loss) attributable to controlling interest (the most comparable GAAP financial measure) to the non-GAAP financial measures, EBITDA and adjusted EBITDA, for each of the past five fiscal quarters, the 12 months ended May 31, 2026, and the 12 months ended February 28, 2026.
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|||||
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|||||
|
|
2026 |
|
|
2026 |
|
|
2026 |
|
|
2026 |
|
|
2025 |
|
|||||
Net earnings (loss) attributable to controlling interest |
|
$ |
(48.7 |
) |
|
$ |
10.4 |
|
|
$ |
18.8 |
|
|
$ |
36.8 |
|
|
$ |
55.7 |
|
Interest expense, net |
|
|
19.2 |
|
|
|
2.1 |
|
|
|
2.7 |
|
|
|
2.9 |
|
|
|
1.0 |
|
Income tax expense |
|
|
1.5 |
|
|
|
3.5 |
|
|
|
4.2 |
|
|
|
13.4 |
|
|
|
16.2 |
|
Depreciation and amortization |
|
|
21.2 |
|
|
|
21.6 |
|
|
|
21.7 |
|
|
|
20.3 |
|
|
|
16.9 |
|
EBITDA |
|
|
(6.8 |
) |
|
|
37.6 |
|
|
|
47.4 |
|
|
|
73.4 |
|
|
|
89.8 |
|
Impairment of goodwill and long-lived assets(1) |
|
|
72.9 |
|
|
|
1.5 |
|
|
|
0.6 |
|
|
|
- |
|
|
|
- |
|
Restructuring and other (income) expense, net(2) |
|
|
- |
|
|
|
(3.8 |
) |
|
|
- |
|
|
|
(0.6 |
) |
|
|
1.0 |
|
Kloeckner purchase derivative |
|
|
11.5 |
|
|
|
(9.1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Kloeckner acquisition-related expenses |
|
|
15.5 |
|
|
|
15.4 |
|
|
|
4.9 |
|
|
|
- |
|
|
|
- |
|
Kloeckner securities investment income, net |
|
|
(17.2 |
) |
|
|
(0.2 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Pension adjustments(3) |
|
|
(0.7 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Sitem Group acquisition completion bonus payment(4) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3.0 |
|
|
|
- |
|
Gain on Sitem Group purchase derivative |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4.0 |
) |
Tax indemnification adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.2 |
|
Other loss, net |
|
|
- |
|
|
|
- |
|
|
|
0.3 |
|
|
|
- |
|
|
|
- |
|
Adjusted EBITDA |
|
$ |
75.2 |
|
|
$ |
41.4 |
|
|
$ |
53.2 |
|
|
$ |
75.8 |
|
|
$ |
87.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trailing 12 months adjusted EBITDA |
|
$ |
245.6 |
|
|
$ |
257.4 |
|
|
|
|
|
|
|
|
|
|
|||
|
The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow for each of the past five fiscal quarters and the 12 months ended May 31, 2026. Free cash flow is a non-GAAP financial measure that management believes measures the Company’s ability to generate cash beyond what is required for its business operations and capital expenditures.
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|||||
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|||||
|
|
2026 |
|
|
2026 |
|
|
2026 |
|
|
2026 |
|
|
2025 |
|
|||||
Net cash provided by (used in) operating activities |
|
$ |
44.9 |
|
|
$ |
63.3 |
|
|
$ |
99.3 |
|
|
$ |
(6.3 |
) |
|
$ |
53.9 |
|
Investment in property, plant and equipment |
|
|
(37.1 |
) |
|
|
(30.0 |
) |
|
|
(24.7 |
) |
|
|
(29.4 |
) |
|
|
(45.5 |
) |
Free cash flow |
|
$ |
7.8 |
|
|
$ |
33.3 |
|
|
$ |
74.6 |
|
|
$ |
(35.7 |
) |
|
$ |
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trailing 12 months free cash flow |
|
$ |
80.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following provides a reconciliation of total debt (the most comparable GAAP financial measure) to the non-GAAP financial measure net debt. Net debt is calculated by subtracting cash and cash equivalents from total debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt, and long-term debt). The calculation of net debt as of May 31, 2026, is outlined below.
|
|
May 31, |
|
|
|
|
2026 |
|
|
Short-term borrowings |
|
$ |
185.4 |
|
Current maturities of long-term debt |
|
|
27.0 |
|
Long-term debt |
|
|
44.4 |
|
Total debt |
|
$ |
256.8 |
|
Less: cash and cash equivalents |
|
|
(84.6 |
) |
Net debt |
|
$ |
172.2 |
|
###
Worthington Steel Investor Presentation | June 2026 Exhibit 99.2
Safe Harbor Statement Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; the Company’s plans, objectives, expectations and intentions related to its proposed acquisition (the “Proposed Acquisition”) of Klöckner & Co SE (“Kloeckner”) through a voluntary public cash takeover offer to all of Kloeckner’s shareholders and the benefits of the Proposed Acquisition; the expected outcomes of the Proposed Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies; the impact of the Proposed Acquisition on the Company’s earnings; the Company’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction; the expected timeline for completing the Proposed Acquisition; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings, laws and regulations; anticipated improvements in business and efficiencies to be gained from the use of artificial intelligence and machine learning (“AI”) and other technologies; effects of cybersecurity breaches and other disruptions to information technology infrastructure; effects of public health emergencies and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: our ability to successfully realize the anticipated benefits of the Separation; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates, and economic recession, and with respect to the ability of financial institutions to provide capital; the risks, uncertainties and impacts related to public health emergencies – the duration, extent and severity of which are impossible to predict, and actions taken by governmental authorities or others in connection therewith; changing commodity prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, energy, labor and other items required by operations (especially in light of ongoing global geopolitical and military conflicts); effects of sourcing and supply chain constraints, including interruptions in deliveries of raw materials and supplies or the loss of key supplier relationships; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of critical equipment failures, facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; the ability of the parties to successfully complete the Proposed Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the Proposed Acquisition; the ability of the parties to obtain the necessary financing arrangements relating to the Proposed Acquisition; the Company’s ability to establish day-to-day control over Kloeckner’s operations after the closing of the Proposed Acquisition on a timely basis or at all; the effects of the Proposed Acquisition on the Company’s and Kloeckner’s operations, including on the Company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the Company’s operations; the potential impact of the consummation of the Proposed Acquisition on relationships with customers, suppliers and other third parties; the Company’s ability to achieve the anticipated cost synergies or accretion to earnings per share once the Proposed Acquisition is consummated; the ability to realize expected benefits of strategically deployed capital expenditures; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of ongoing global geopolitical and military conflicts), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of ongoing global geopolitical and military conflicts), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from public health emergencies, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products, suppliers or customers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; impairment of the recorded value of inventory, equity investments, fixed assets, goodwill and other assets; competitive pressure on sales and pricing, including pressure from imports and substitute materials; the level of imports and import prices in the Company’s markets and the foreign currency exchange rate exposure; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the U.S Securities and Exchange Commission (“SEC”) and other governmental agencies; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; the operational, data privacy, security, regulatory and legal risks associated with the Company’s reliance on AI technologies as well as its inability to stay abreast of technological advancements and its dependence on third parties who rely on AI technologies; cybersecurity risks; the effects of privacy and information security laws and standards; the cyclical nature of the steel industry; the Company’s safety performance; the effects of competition and price pressures from competitors; risks associated with the proposed acquisition of Kloeckner; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and in our subsequent filings with the SEC on Form 10-Q and Form 8-K. Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Investment Highlights 2. Long-standing customer relationships focused on value creation and best-in-class service delivery 1. Well-positioned to capitalize on opportunities from expected growth in electricity usage to support data center growth and vehicle electrification combined with the modernization and expansion of the electric grid 3. Strong balance sheet and ample liquidity to pursue attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions Experienced management team with a track record of delivering value and driving success through the Worthington Business System 4.
+ Building A Differentiated Steel Processing Company Worthington Steel founded in 1955 with a focus on providing custom processed steel First public stock offering in 1968 Established market leading joint ventures to bring additional value to our customers Steel Pickling Company Introduction of Worthington Business System Worthington Steel begins driving value as a standalone company Introduction of the Worthington Philosophy and Profit Sharing Rapid growth powered by innovation with unique culture focused on the “Golden Rule” Codified safety program Strategic acquisitions to expand Worthington’s core competencies and enter attractive end-markets BlankLight® Assets Strip Steel Assets 1955 1960s 1970s – 1980s 1992 1996 2007 2010s 2020s 2023 Automotive Components Nagold, Germany 1971 Worthington Steel changed its name to Worthington Industries to reflect new areas of business 2025 2026
Value-added Metals Processing Company TTM Financial Metrics2 Volume Delivered (tons) 3.6M Direct / Toll (tons) 2.3M / 1.3M Net Sales $3.4B Adjusted EBITDA / Margin $245.6M / 7.1% Free Cash Flow $80.0M Capex / % of sales $121.2M / 3.5% Dividend (Annualized Rate) $0.64 1955 Founded Columbus, OH Headquarters 37 Locations1 ~6,000 Employees1 ~$2.1B4 Market Capitalization To be the preeminent leader in the markets we serve, boldly driving the metals industry toward a sustainable future as the most trusted, most innovative and most value-added metals processing partner in North America and beyond. OUR VISION 1 Includes JV people & locations; 2 TTM ended May 31st, 2026; 3 Excludes pro-rata share of unconsolidated JVs; 4 As of May 31st, 2026. Net Sales by End-Market2,3
We Are a Value-Added Processor in the Steel Supply Chain Worthington Steel Operations Mills Service Centers Melt Hot Roll Coil (HRC) Hot Roll Conversion Pickling / scale removal Hot dip galvanizing Specialty Processing Specialty cold rolling, temper pass, annealing, heavy gauge and configured blanking Electrical steel lamination manufacturing Tailor welded solutions Dimensional Processing Slitting to Width Cutting to Length Warehouse/ Distribute Customized, Value-added Solutions ~90% of shipments run through at least two value-added processes Make-to-Order, Contract-Based End-to-End Supply Chain Management WHY WE WIN What Differentiates Worthington Steel from Competitors Across the Steel Supply Chain Customized value-added services
Building on Market Leadership Position Blue-Chip Customer Recognition and Accolades Note: Rankings based on management estimates. Global Manufacturer of Electrical Steel Laminations and Cores #3 #1 Producer of Tailor Welded Blanks in North America #1 Trader of Steel Futures by Volume Among North American Service Centers #1 Network of Independent Picklers in North America #1 Independent Producer of Hot Dipped Galvanized Steel in North America #2 Independent Flat Rolled Service Center in Mexico Supplier of the Year 2020, 2021, 2023, 2024 & 2025 2021 Schaeffler Supplier Excellence Award, 2025 Americas Region Supply Chain Award 2021-2025 Partner Level Supplier; Inducted into 10-year Supplier Hall of Fame & Inaugural 2025 Citizenship Award 2020 Raw Material Supplier of the Year 2022 Global Supplier Award in "Lead Electric Propulsion" Zero PPM Award for Manufacturing Excellence 2023 Supplier of the Year 2022, 2024 Tata AutoComp Systems 2024 Supplier Award for Synergy
Joint Ventures Wholly Owned Network and Services to Deliver Added Value to Customers 1 Includes Worthington Steel’s consolidated and unconsolidated joint ventures. 37 Manufacturing Facilities Primarily Located in North America1 Key Operations Strategically Located Proximate to Suppliers and Customers Expertise in Optimizing Supply Chains and Minimizing Total Landed Cost 90% of Sales in North America; 10% of Sales in Asia and Europe
Joint Ventures Expand Our Processing Capabilities and Reach Note: Volumes shown are total tons shipped from the fiscal year ended May 31, 2026, presented on a 100% basis. 1 Worthington Samuel Coil Processing. TWB Company (55%) Partner: BaoSteel Tailor welded lightweighting products for the automotive industry Operates 11 facilities in US, Canada, Mexico 275k Direct Tons 100k Toll Tons Partner: Serviacero Pickling, heavy gauge blanking, and slitting Operates 3 steel processing facilities in Mexico Serviacero Worthington (50%) 370k Direct Tons 80k Toll Tons Partner: Cleveland-Cliffs A cold-rolled, hot-dipped coating line producing galvanized, galvannealed and aluminized products Single facility in Michigan Spartan Steel Coating (52%) 380k Toll Tons Partner: Samuel, Son & Co. Pickling and slitting for the automotive, fabrication and appliance markets Operates 1 pickling facility in Ohio WSCP1 (63%) 425k Toll Tons Partner: Sitem Group Electric motor laminations Operates six manufacturing facilities in Italy, Switzerland, Slovakia and France Sitem Group (52%) 40k Direct Tons
Agriculture Combines Grain bins Center pivot irrigation Hay bailers Auger, chain, blades and plow components Construction Metal buildings Garage doors & rail systems Corrugated steel pipe Metal framing Strut and conduit Fencing Energy Transformer cores for power distribution Generators, including large scale & home power generation Racking and mounts for solar applications Truck / Trailer Wheel rims Frames Suspensions Trailer components Drivetrain Automotive Traction motors for BEVs /hybrids including trucks Automatic transmissions for hybrids / ICE Frames and chassis Seat rails Body structure Near term outlook for key markets served by Worthington Steel Note: BEVs = battery electric vehicles; Hybrids = full and mild hybrids and contain both traction motors and internal combustion engines; ICE = internal combustion engine vehicles. Note: Market trend data sources include: Agriculture (TBD); Construction - AIA, Dodge and Government Sources; Heavy Truck - S&P Platts, FTR, ACT Research; Agriculture - Purde-CME Ag Barometer, AEM, Ag Commodity Markets, Government Sources.
Diversified Customer Base, Many With Decades-Long Relationships Critical Supplier to Blue-Chip Companies Across End Markets Note: Sales based on TTM ended May 31st, 2026.
Our Strategy and Operating Model
Proven Worthington Business System embedded in growth plans Executing on our investments in the rapidly growing electrical steel market Strategically expanding our capacity for highly technical electrical steel products to meet demand for infrastructure improvements and electric vehicles (including hybrid and battery electric vehicles) Growing through strategic initiatives/capex, new products and acquisitions Filling our existing capacity, meeting customer needs and capitalizing on attractive growth opportunities Optimizing our business utilizing proven transformation processes Improving our base business to increase margin, reduce working capital and maximize capacity
TRANSFORMATION Leveraging Lean Practices and Technology Systematic approach to business improvement Optimizing working capital Maximizing capacity and reducing waste Predictive analytics and automation enhance efficiency, reduce downtime and improve safety INNOVATION Tailored Customer Solutions Cross-functional teams Sophisticated supply chain management Price risk management Metallurgical expertise for customized solutions ACQUISITION Adding Capabilities for Above-Market Growth Energy transition: Tempel provides direct exposure to global decarbonization efforts, power grid modernization and expansion Automotive lightweighting: Acquisition of Shiloh BlankLight® expanded offerings for fuel-efficiency, cost reduction and part consolidation Worthington Business System is the Foundation for Driving Improved Profitability Our people-first Philosophy is rooted in the Golden Rule: We treat our employees, customers, suppliers and shareholders as we would like to be treated
Customized End-to-End Supply Chain Solutions Strategic Operating Footprint Price Risk Management Experienced Technical Team Unique Mix of Processing Capabilities Entrenched Customer Relationships Beginning with Material from our Mill Partners Worthington Steel Offers a Wide Range of Value-Added Processing Capabilities and Services Serving Customers Across Attractive End Markets Our Differentiated Business Model Drives Worthington Steel Forward
Results Innovation: Product Improvements That Meet Changing Customer Needs for Lightweighting Since 2000, we have successfully launched more than 500 lightweighting production parts “Voice of Customer” Approach to New Product Development Driving Market Share Gains and Improved Customer Intimacy Continued Enhancements to Core Offerings At the Forefront of EV Battery Box Design Hot Stamped Door Ring Advanced, High-strength Tailor Welded Frame Rails Capitalizes on lightweighting and part consolidation trends Adopted by most North American light duty truck manufacturers Upper / Lower Battery Covers Deep Drawn Battery Tray A leading supplier to North American automotive producers Innovative product solution in development
Goal: Reduce Excess Working Capital While Maintaining Inventory for High-Growth Products Case Study: Our Transformation Strengthens Customer Relationships Our customer faced high capital costs and limited floor space tied up in slow-turn inventory Growth was constrained by lack of space for higher-demand products We hosted a joint kaizen event to identify ways to optimize inventory across both organizations Collaborated to implement a more transparent, responsive ordering system Our customer reduced working capital by 61% in one month and ensured supply for critical products We improved visibility, strengthened demand planning and deepened a strategic relationship
Well Positioned to Capitalize on Key End Market Trends Worthington Steel Product Offering Key Trends Worldwide transition to electric vehicles and OEM push for lightweighting innovation supporting automotive steel demand Electrification, AI and data center growth creates demand for our products Upgrading aging infrastructure and electrical grid in the U.S. will require a significant amount of steel Market Growth Drivers >70% of passenger vehicles sold globally in 2030 expected to be battery or hybrid 7.7% Projected CAGR through 2034 $1 Trillion infrastructure bill signed in 2021 Decarbonization of Transportation Energy Growth Infrastructure Tailored Blanks Electrical Steel Laminations EV Traction Motors Automotive Frames Electrical Steel Laminations Transformer Cores Galvanized Steel Electrical Steel Laminations Transformer Cores Drainage Culvert / Renewables Sources: 1 S&P Global Mobility, E-Motor Production Forecast, June 2025, includes mid- and full-hybrids; 2 Global Market Insights. (February 2025). Transformer Market Size, Industry Share Report 2025–2034; 3 White House (Inflation Reduction Act Guidelines, January 2023). 1 3
HYBRID Clutch plate and electrical steel laminations 80% of Steel Sold by Worthington to Automotive Market Supports Powertrain-Agnostic Parts *In North America, the average vehicle contains approximately 2,000 lbs of flat roll Steel (excluding the engine). ACCESSORY MOTORS CHASSIS/ UNDERBODY INNER CLOSURES BODY STRUCTURE INTERNAL COMBUSTION ENGINE Clutch plate EV Electrical steel laminations We are also a critical supplier for powertrain components across all types of propulsion systems:
Focused Strategic Investments in Electrical Steel Expanding existing xEV production capacity Total expected capex = $85M (~70% spent through 05/31/26) Building expansion complete Initial five presses installed; five more expected (exact timing tied to commercial milestones) Now shipping production parts Adding capacity to existing core-making operation to help customers close 2-year backlog on transformer orders Total expected capex = $85M (spend ~100% complete as of 05/31/26) Awarded enough new business to fill 60% of the additional capacity Some production underway Expect Steady State EBITDA Margins to Be Accretive Mexico: Increase Motor Lamination Capacity to Meet Growing xEV Demand Canada: Increase Transformer Core Making Capacity to Meet Demand
M&A Is a Key Part of Our Strategy BlankLight® Assets Strip Steel Assets Automotive Components Nagold, GER Select Acquisitions Investment Criteria Well-run, successful companies with strong management teams Culture aligns with Our Philosophy Accretive to earnings per share in a short period of time and increases overall EBITDA margin Opportunities to increase value through Transformation and synergy capture Strengthen our business in current markets or provide access to new, attractive and more niche markets
Acquisition of Kloeckner
Potential to unlock Transformation and synergy opportunities through operational improvements, streamlined assets, and near-term synergy capture post-closing Acquisition Leads to Larger, More Diversified Value-added Service Center Creates the second‑largest service center in North America with an expanded geographic footprint across Americas and Europe Broadens product mix and access to new and niche markets, accelerating strategic growth providing a strong platform for further expansion Strengthens core capabilities through enhanced positions in carbon flat‑rolled steel, electrical steel laminations, and expanded downstream processing including fabrication, aluminum, stainless and plate Delivers strong financial upside, supported by ~$150MM of identified EBITDA and ~$150MM of targeted working capital synergy opportunities by FY2028 Smooth integration as both organizations share a similar culture and philosophy, supported by a well‑run management team
Significant Synergy Opportunity in North America Procurement ~$55MM Operational Efficiency ~$30MM Commercial Process Synergies ~$40MM1 Overhead Reduction ~$25MM Sourcing optimization Direct and indirect spend Optimization of scrap management Expanded cross-selling in electrical steel, aluminum, stainless and fabrication Streamlining of product portfolio eliminating lower margin items Supply Chain Integration of outside steel processing Galvanized SG&A optimization Elimination of duplicative functions and public company costs Synergy capture driven by an Integration Management Office using WS Transformation approach Synergies complemented by additional $150MM of targeted working capital reduction synergy opportunities (e.g., harmonize safety stock levels, inventory norms, commercial payment terms, etc.) $150MM of Targeted Annual Synergy Opportunities by Year 2 Manufacturing efficiency Shop floor Transformation 50% of run-rate synergies estimated to be realizable in year 1 ~$50MM One-time costs expected to achieve synergies in the first 12 months following the acquisition 1 Includes $17MM of potential revenue synergy opportunities
Tender Process and Regulatory Overview Tender Process and Regulatory Overview Worthington Steel closed on the acquisition June 3, 2026, with ~ 62% of Kloeckner outstanding shares secured The company announced its intention to launch a public delisting tender offer for all outstanding Kloeckner shares not already held by Worthington Steel on June 3, 2026 Delisting will simplify the structure, eliminate public company requirements, reduce administrative burden and give Worthington Steel great flexibility to operate the Kloeckner business On March 27, 2026 Worthington Steel notified Klöckner of its intent to enter into a Domination and Profit and Loss Transfer Agreement (“DPLTA”) which is a requisite step to solidify full legal control of the Target Prior to completion of the DPLTA, Worthington Steel will have influence over Klöckner via the ability to name members of the Supervisory Board which oversees and appoints the Management Board of the Target, but will not legally control the Target When the DPLTA is put in place Worthington Steel will have full control including the ability to consolidate entities, direct cash flows and pledge Kloeckner assets as collateral Based on other similar transactions, Worthington Steel anticipates the DPLTA process to be completed by the end of 2026
Substantial Margin Uplift Potential at Kloeckner Klöckner EBITDA Margin Upside (Pre Synergies) Worthington Steel’s Margins Serve as Proof of Concept Key Levers Becker: Strategic divestiture of loss-making Becker segment in Germany expected to significantly improve KCO margin profile US Asset Sales: Sale of 8 distribution sites streamlines KCO US footprint and increases focus on value added services Strategic Initiatives: Execution of KCO’s pipeline of strategic projects focused on expanding value added capabilities Transformational Playbook: Incremental upside opportunity via application of WS’s proven playbook of operational and commercial excellence to KCO’s business 1 2 3 4 1 2 3 4 LTM Adj. EBITDA Margin Further Adjusted LTM Adj. EBITDA Margin Becker US Asset Sales Strategic Initiatives Incremental Upside WS has a demonstrated track record of maintaining relatively stable margins through steel price cycles by leveraging disciplined operating practices and contract structure Margin performance driven by operating model design and execution rather than reliance on favorable commodity pricing environments The playbook underpinning this performance is well-established and has been deployed consistently across WS’s operations Applying this approach at KCO provides a clear path to improving margin stability and sustainability post-acquisition Note: Fiscal year ended May 31. 1 Adjusted EBITDA Margin is a non-GAAP measure. Please see the Appendix for a reconciliation to the most directly comparable GAAP measure ~1.2% ~0.0% 2.8% ~4.0%
Commitment to Conservative Financial Policy Source: Company Filings Leverage & Liquidity Worthington Steel remains committed to maintaining a conservatively leveraged capital structure and is targeting de-levering to less than 2.5x within 24 months of closing The Company plans to maintain meaningful amounts of prepayable debt in its capital structure to facilitate this debt reduction Ample liquidity of $1,059MM is expected to be available following closing of the Transaction across facilities denominated in multiple currencies Capital Allocation Management expects to continue to pay dividends of $0.64 per share annually Targeting annual capital expenditures between ~$100-150MM per year (averaging 1.3% of net sales) Capex will primarily be deployed for maintenance across both companies as well as targeted growth investments at Kloeckner Capital Structure Expected permanent capital structure will balance fixed and floating rate exposure, and will benefit from staggered maturity profile and include multiple currencies Diversified funding sources across debt capital markets Supportive bank group with lengthy relationships
Key Financial Metrics
Resilient Financial Performance Despite Commodity Volatility Net Sales ($M) & Volumes (M Tons) Adjusted EBITDA ($M) & Margin (%) Estimated Holding G/(L)1 ($49) ($3) ($10) $15 Note: FY is fiscal year ended May 31. 1 Estimated Inventory Holding Gains or Losses in respective period.
How Worthington Steel Mitigates Volatility in Steel Pricing Worthington Business System to manage inventory Deployed to drive inventory lower within carbon flat-rolled locations; opportunities remain Inventory down on a tons basis Use firm-priced contracts where possible to lock in margin Customers choose contract mechanisms that best fit their business Mirror customer and supplier contract mechanisms (e.g., buy/sell on quarterly CRU) ~100% of contracts are mirrored Utilize steel futures when fixed pricing is not offered by a mill We Minimize Steel Holding Gains and Losses Note: Period ending May 31, 2026 Worthington Business System Helps Drive Down Inventory Transformation Launch Advanced Analytics Lean Flow + AI Predictive Lead Times Baseline Historical Hot-Rolled Steel Price ($/ton)
Lean Flow: Converting Inventory into Structural Cash Advantage Note: Period ending May 31, 2026 Delta, Ohio Case Study From Inventory Congestion to Demand-Driven Flow Lean Flow Designs align material release, production and purchasing directly to true customer demand — replacing forecast-driven push with disciplined pull We are tightening purchasing windows, aligning supplier lead-times to true demand signals and using automation to prevent inventory from rebuilding Structural Impact: no delivery degradation, stabilized flow through mix shifts and reclaimed floor space Next Steps, expanding into AI driven lead-times & buys Delta, Ohio Lean Flow Results At our Delta facility, this approach has translated into: ~1,000 WIP coils removed (60% reduction) without delivery disruption Cycle times reduced by 25% (purchase order to finished goods) Tons based inventory reduced 9 days since Company separation (~$20M working capital reduction)
RECENT EXAMPLES Pathway to Margin Expansion Strategy to Achieve 10%+ Adj. EBITDA Margin Target Levers to Improve Profitability Focus on high margin products Drive out waste and reduce costs Introduce higher margin new products and processes Acquire margin accretive businesses 10%+ Note: Sitem Acquisition Closed June 3, 2025; just after the close of FY25. Applying Transformation to corporate functions Expanding electrical steel capabilities in Canada and Mexico Licensed ablation technology to open new opportunities for TWB Sitem acquisition strengthens global presence for electrical steel
Strong Cash Flow Supports Growth Initiatives Note: FY is fiscal year ended May 31. 1 Operating Working Capital defined as accounts receivable plus inventory minus accounts payable. Operating Cash Flow ($M) Operating Working Capital1 ($M) Capex ($M) $45 $103 $130 $121 Steel Price ($/ton) $890 $870 $750 $910
Capital Structure Supports Growth Initiatives Note: Fiscal 2026 Fourth Quarter ended May 31st, 2026; 1 Trailing Twelve Month Net Leverage defined as Net Debt at period end divided by Trailing Twelve Month Adjusted EBITDA; 2 Total Liquidity defined as undrawn availability on ABL facility plus cash. Balance Sheet Summary ($M) Total Debt $257 (-) Cash $85 Net Debt $172 Trailing Twelve Month Adjusted EBITDA $246 Trailing Twelve Month Net Leverage1 0.70x Total Liquidity2 $320 Accomplished initial goal for a strong balance sheet at Spin Date Expect to maintain a flexible capital structure with modest leverage and ample liquidity Current credit facility consists of: $550M ABL facility, maturing in 2028 Goal is to maintain sufficient liquidity and flexibility to execute on our business strategy Pursue high-return organic growth opportunities Target strategic accretive acquisitions Return capital to shareholders
How We Drive Shareholder Value
Disciplined Framework Designed to Drive Shareholder Value Organic Growth Strategic M&A Shareholder Return Maintain operations in market ready condition Grow capacity to meet electrical steel and lightweighting demand Pursue high IRR capacity additions Target acquisition opportunities that are expected to be immediately accretive to earnings Leverage track record and skill set to integrate bolt-on opportunities and realize synergies Focus on maximizing shareholder return Expect to pay a modest dividend Long-term intention to pursue opportunistic share buybacks …and Maintain Ample Liquidity and Financial Flexibility to Support Strategic Initiatives and Resiliency Through the Cycle
More than 200 Combined Years of Experience Managing Through Steel Price Cycles and Shifting Macroeconomic Climates with Proven Ability to Execute M&A Experienced Management Team to Drive Strategy CLIFF LARIVEY President, Flat-Rolled Steel Processing BILL WERTZ VP & Chief Information Officer GEOFF GILMORE President & Chief Executive Officer JEFF KLINGLER Executive VP & Chief Operating Officer TIM ADAMS VP & Chief Financial Officer JOE HEUER VP & General Counsel MELISSA DYKSTRA VP of Corporate Communications & Investor Relations BRAD KERN SVP of Operations NIKKI BALLINGER VP of Human Resources GWEN JOSEPH Corporate Controller
Investment Highlights 2. Long-standing customer relationships focused on value creation and best-in-class service delivery 1. Well-positioned to capitalize on opportunities from expected growth in electricity usage to support data center growth and vehicle electrification combined with the modernization and expansion of the electric grid 3. Strong balance sheet and ample liquidity to pursue attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions Experienced management team with a track record of delivering value and driving success through the Worthington Business System 4.
Appendix
These materials present certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Management believes these non-GAAP measures provide useful supplemental information on the performance of the Company’s ongoing operations and should not be considered as an alternative to the comparable GAAP measure. Additionally, management believes these non-GAAP measures allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management. A reconciliation of each non-GAAP measure to its most directly comparable GAAP measure is outlined below. The following provides an explanation of each non-GAAP measure presented in these materials: Adjusted EBITDA is defined as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, and consists of EBITDA (calculated by adding or subtracting, as appropriate, interest expense, income tax expense and depreciation and amortization to/from net earnings attributable to Worthington Steel), which is further adjusted to exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance, of its ongoing operations. Impairment of goodwill and long-lived assets - impairments of assets are excluded to facilitate period-to-period comparability of the Company’s operating performance, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Restructuring - restructuring activities consist of items associated with the Company’s cost-optimization activities, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). These restructuring activities are excluded to facilitate period-to-period comparability of the Company’s operating performance. Bridge nonrevolving loan commitment costs – consists of fees and costs associated with temporary financing arrangements entered into in connection with the Kloeckner Acquisition, including bridge financing commitment fees, related lender fees, and other financing costs. These costs include amounts initially deferred and subsequently recognized in interest expense, net, when the related bridge financing was no longer applicable. Management excludes these items from adjusted results to improve comparability of the Company’s operating performance across periods. Tax indemnification adjustment - tax and indemnification adjustments reported in income tax expense and miscellaneous income, net, related to an indemnification agreement with the former owners of Tempel. These adjustments are the result of a first quarter fiscal 2025 favorable tax ruling. The indemnification agreement, which was entered into with the former Tempel owners at the time the Company acquired Tempel, provides protection to the Company from rulings by tax authorities through the acquisition date. Pension adjustments - pension-related impacts associated with discrete events impacting the Company’s pension plans, including a $1.4 million gain recognized in the fourth quarter of fiscal 2026, primarily associated with a pension curtailment resulting from headcount reductions. The fiscal 2025 gain related to a settlement resulting from a pension lift-out transaction to transfer a portion of the total projected benefit obligation of the pension plan to a third-party insurance company, which resulted in pre-tax non-cash gains reported in miscellaneous income (expense), net. The exclusion from adjusted results facilitates period-to-period comparability of the Company’s operating performance as these gains reflect discrete pension-related events. Reconciliation of Non-GAAP Financial Measures For additional information with respect to Worthington Steel, please refer to our most recent Form 8-K, 10-Q and 10-K. Gain on land sale - sale of unused land on the campus of the Tempel subsidiary in China, which resulted in a pre-tax gain in miscellaneous income (expense), net, is excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance as it reflects the non-operational disposal of real property. Gain on Sitem group purchase derivative - mark-to-market gain on the economic (non-designated) foreign currency exchange contract entered into related to the purchase price for Sitem Group, which resulted in a pre-tax gain in miscellaneous income, net, and is excluded as it is not part of the Company’s ongoing operations. Sitem Group acquisition completion bonus payment - consists of the one-time bonus payment paid to key individuals upon the successful acquisition closing of Sitem Group. The acquisition completion bonus payment was included within SG&A expense. Kloeckner purchase derivative - consists of the change in the fair value of an economic (non-designated) cash flow derivative that was entered into to hedge a portion of the expected purchase price of the outstanding shares of Kloeckner in connection with the Kloeckner Acquisition. The change in the fair value is recorded in miscellaneous income (expense), net, and it is excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance as it reflects non-operational activity. Kloeckner acquisition-related expenses - consists of the acquisition-related costs incurred in connection with the Kloeckner Acquisition, consisting primarily of advisory, legal, accounting, valuation and other professional fees, as well as certain integration expenses, and are expensed to SG&A, as incurred, in accordance with GAAP. Exclusion of these costs is appropriate because they are directly attributable to a specific strategic transaction that management expects to be transformative to the Company’s portfolio, scale and long-term operating profile and are not reflective of the Company’s ongoing operating performance for the periods presented. Exclusion facilitates period-over-period comparisons, and to assess performance excluding the impact of transaction-specific activities. Kloeckner securities investment income, net - reflects the impact associated with the Company’s investment in Kloeckner equity securities, consisting of mark-to-market gains, dividend income, and other costs, recorded in miscellaneous income (expense), net. Management excludes these items from adjusted results to improve comparability of the Company’s operating performance across periods. Deferred tax asset adjustment – Tempel’s electrical steel facility in Nagold, Germany was included as part of the purchase consideration for the Sitem Group acquisition. The contribution resulted in the future disallowance of deferred tax assets located within certain foreign tax jurisdictions and resulted in the write-off of the deferred tax assets as well as the recognition of incremental income tax expense. As this impacts income tax, the adjustment does not impact EBIT, EBITDA, adjusted EBIT, or adjusted EBITDA. Other loss, net - includes the following items reported in miscellaneous income (expense), net, which are excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance: Net insured loss incurred for damage as a result of a small, quickly contained fire at Tempel’s subsidiary in Canada (“Tempel Canada”). The Company recognized a $0.5 million pre-tax loss equal to the amount of the insurance deductible. Environmental reserve settlement gain of $0.2 million pre-tax recognized by Tempel Canada as the result of a prior indemnification with the former owners of the Canadian facility. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by net sales. Free Cash Flow is defined as operating cash flows less capital expenditures.
Reconciliation of Non-GAAP Financial Measures
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EXHIBIT 99.3 |
Worthington Steel Declares Quarterly Dividend
COLUMBUS, Ohio, June 24, 2026 – The board of directors of Worthington Steel, Inc. (NYSE: WS) has declared a quarterly dividend of $0.16 per common share. The dividend is payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026.
Worthington Steel will host a conference call to discuss its fiscal 2026 fourth quarter results at 8:30 a.m. ET on Thursday, June 25, 2026. The conference call can be accessed by registering online at the link below. A live webcast of the call will be available through Events & Presentations in the Investors section of the Company’s website at www.WorthingtonSteel.com and will be archived for one year.
Live Conference Call Schedule |
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Date: |
Thursday, June 25, 2026 |
Start Time: |
8:30 a.m. ET |
Registration Link: |
https://events.q4inc.com/attendee/699991251 |
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About Worthington Steel
Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.
As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.
Safe Harbor Statement
Worthington Steel wishes to take advantage of the safe harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by Worthington Steel which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Steel’s filings with the Securities and Exchange Commission.
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