Worthington Enterprises, Inc 8-K, filed Sep 29, 2022
Worthington Enterprises, Inc. (WOR)
About this 8-K
Worthington Enterprises, Inc filed this 8-K on September 29, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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On September 29, 2022, Worthington Industries, Inc., an Ohio corporation (the “Company”) announced a plan to separate into two independent, publicly-traded companies – one company is expected to be comprised of the Company’s Steel Processing business, and the other company is expected to be comprised of the Company’s Consumer Products, Building Products and Sustainable Energy Solutions businesses. The separation transaction is subject to certain conditions, including, among other things, general market conditions, finalization of the capital structure of the two companies, completion of steps necessary to qualify the separation as a tax-free transaction, receipt of regulatory approvals and final approval from the Company’s Board of Directors.
The Company issued a news release describing the plan, a copy of which is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference. Also on September 29, 2022, the Company posted an investor presentation to the Company’s website, which is included with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by this reference.
The information furnished under Item 7.01 in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is being disclosed pursuant to Regulation FD.
(a) – (c) Not applicable.
(d) Exhibits: The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description | |||
| 99.1 | News Release issued by Worthington Industries, Inc. on September 29, 2022 (furnished herewith) | |||
| 99.2 | Investor Presentation posted by Worthington Industries, Inc. on September 29, 2022 (furnished herewith) | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| WORTHINGTON INDUSTRIES INC | ||
| Date: September 29, 2022 | By: | /s/ Patrick J. Kennedy |
| Patrick J. Kennedy | ||
| Vice President - General Counsel and Secretary | ||
EXHIBIT 99.1
Worthington Industries Announces Plan to Separate Steel Processing Business, Unlocking Value by Creating New Standalone Public Company
- Separation Will Create Two Distinct, Market-Leading Companies that Are More Specialized and Fit-for-Purpose, with Enhanced Prospects for Growth:
- New Worthington Will Sharpen its Strategic Focus on Fast-Growing, Attractive Markets in Consumer Products, Building Products and Sustainable Energy Solutions
- Worthington Steel Will Operate as a Best-In-Class, Value-Added Steel Processor with Blue Chip Customers and Expanded Opportunities in Electrical Steel and Automotive Lightweighting
- Worthington to Discuss Planned Separation and First Quarter 2023 Financial Results on Webcast at 8:30 a.m. ET Today
COLUMBUS, Ohio, Sept. 29, 2022 (GLOBE NEWSWIRE) -- Worthington Industries, Inc. (NYSE: WOR), a leading industrial manufacturing company, today announced that its Board of Directors unanimously approved a plan to pursue a separation of the Company’s Steel Processing business into a new public company. Worthington Industries plans to effect the separation via a distribution of stock of the Steel Processing business, which is expected to be tax-free to shareholders for U.S. federal income tax purposes. The Company expects to complete the separation by early 2024.
The planned separation will result in two independent, publicly traded companies, each poised to capitalize on differentiated growth and value creation strategies.
- The post-separation Worthington (“New Worthington”) is positioned with premier brands in fast-growing, attractive end markets in Consumer Products, Building Products and Sustainable Energy Solutions.
- The post-separation Steel Processing business (“Worthington Steel”) will be a best-in-class, value-added steel processor with a unique capability set, sophisticated supply chain and pricing solutions and expanded product offerings in electrical steel laminations and laser welding solutions.
John McConnell, executive chairman of Worthington’s Board of Directors, said, “The Board and management team regularly consider alternatives to unlock the value of our businesses and ensure we are best positioned to serve customers. We recently re-segmented to better align each business with the attractive markets we serve, and the planned separation will further advance those efforts.”
McConnell continued, “For nearly 70 years, we have continued my father’s legacy of operating Worthington based on a people-first Philosophy, rooted in the Golden Rule, focused on driving shareholder value. This approach has enabled us to achieve market-leading positions throughout our businesses. As Worthington plans to become two standalone public companies, these guiding principles will remain intact for both companies. I am confident that our business leaders will carry forward our people-first Philosophy and successfully lead each business through its next phase of growth.”
The McConnell family is expected to continue as a meaningful, long-term shareholder of both companies.
Andy Rose, president and CEO of Worthington said, “Following two consecutive years of record earnings, we are excited to pursue this separation from a position of strength and create two distinct, market-leading companies with strong cash flows and compelling growth opportunities.”
Rose continued, “With our Philosophy as the foundation, we will leverage the Worthington Business System driven by Transformation, Innovation and Acquisitions. The separation will provide new career development opportunities for employees, position each company to better meet the evolving needs of customers and unlock value for shareholders. Each company is expected to be well capitalized and better positioned to pursue its respective growth strategies while delivering superior returns for shareholders.”
Rose added, “Both businesses will continue to be headquartered in Columbus, Ohio and will likely keep ‘Worthington’ in their new corporate names, which will be announced prior to completion of the separation. We are taking one great company and making two, building on our proud legacy and carrying forward our winning culture and commitment to the communities where we live and work.”
Compelling Benefits of the Separation
The planned separation is expected to provide both the New Worthington and Worthington Steel with:
- Enhanced agility and sharpened strategic focus: Each company will have a sharper focus on its distinct markets and strategic priorities.
- Tailored capital allocation strategies: Each company is expected to have modest leverage and ample liquidity combined with strong cash flows, providing flexibility to deploy capital toward its specific growth opportunities.
- Shareholder value creation opportunities: The separation will create two more focused businesses with differentiated investment theses, making each company easier for investors to understand and appropriately value.
- Outstanding boards of directors and management teams: Both companies will be overseen by engaged and highly qualified directors and led by experienced leadership teams with proven records of driving growth and creating value.
New Worthington: A Market-Leading Company with Premier Brands in Fast-Growing, Attractive End Markets in Consumer Products, Building Products and Sustainable Energy Solutions
New Worthington will be a market-leading company with premier brands in attractive end markets in Consumer Products, Building Products and Sustainable Energy Solutions. As a more focused company, New Worthington will be well-positioned to capitalize on key trends in sustainability, technology, remodeling and construction and outdoor living. New Worthington will continue to pursue a growth strategy focused on leveraging its robust new product pipeline of sustainable, tech-enabled solutions to disrupt mature markets. New Worthington will continue to leverage the Worthington Business System, which powers a winning culture and higher growth and profitability through Transformation, Innovation and Acquisitions. The new company’s high margins and asset-light focus is expected to enable strong free cash flow generation and returns for shareholders. Further, New Worthington’s value will no longer be highly correlated to the price of steel, providing the opportunity for premium sector multiples.
For fiscal year 2022, Worthington’s Consumer Products, Building Products and Sustainable Energy Solutions businesses delivered $1.3 billion in sales and adjusted EBITDA of $340 million, an increase of 47% compared to the $232 million of adjusted EBITDA generated during fiscal year 2021. Post-separation, New Worthington intends to continue its balanced approach to capital allocation and maintain a strong balance sheet and a dividend policy that is consistent with its historic practice.
Following the completion of the separation, New Worthington will continue to be led by Andy Rose and will maintain its headquarters in Columbus, Ohio.
Worthington Steel: A Best-in-Class, Value-Added Steel Processor with a Unique Capability Set, Sophisticated Supply Chain and Pricing Solutions and Expanded Opportunities in Electrical Steel and Automotive Lightweighting
Following the separation, Worthington Steel will be a best-in-class, value-added steel processor and producer of electrical steel laminations and automotive lightweighting solutions, positioned to capitalize on expanding opportunities in electrification, sustainability and infrastructure spending. Worthington Steel will have a unique capability set and sophisticated supply chain and pricing solutions to serve its blue chip customers, grow market share and increase margins. The Company will continue leveraging the Worthington Business System to power a winning culture, higher growth and profitability through Transformation, Innovation and Acquisitions.
For the fiscal year 2022, Worthington’s Steel Processing business generated $3.9 billion in sales and $259 million of adjusted EBITDA. Worthington Steel intends to continue its balanced approach to capital allocation and maintain a strong balance sheet and a dividend policy that is consistent with Worthington Industries’ historic practice.
Geoff Gilmore, currently Chief Operating Officer of Worthington, will serve as Chief Executive Officer of Worthington Steel, which will be headquartered in Columbus, Ohio.
Transaction Details
Completion of the separation is subject to, among other things, general market conditions, finalization of the capital structure of the two companies, completion of steps necessary to qualify the separation as a tax-free transaction, receipt of regulatory approvals and final approval by the Company’s Board of Directors. Following the separation, New Worthington expects to continue to be publicly traded on the New York Stock Exchange and expects Worthington Steel to also be publicly listed. Specific details about Board members, executive leadership and management teams will be made available in due course.
The Company may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms, including the individual businesses and components of each of the two companies. The separation is expected to be completed by early 2024, but there can be no assurance regarding the ultimate timing of the separation or that the separation will ultimately occur.
Advisors
Goldman Sachs & Co. LLC is serving as Worthington’s lead financial advisor, and Latham & Watkins LLP is serving as primary legal counsel.
Conference Call and Webcast
Worthington will discuss the planned separation on its first quarter 2023 earnings conference call, which will be held today at 8:30 a.m. ET. The online webcast of the call, along with the accompanying slide presentation, will be available at www.WorthingtonIndustries.com.
About Andy Rose
Andy Rose, 52, is the president and chief executive officer (CEO) of Worthington Industries. Rose joined Worthington in 2008 as vice president and chief financial officer (CFO) and helped preserve liquidity and financial stability and guide the Company through the Great Recession. In 2014, he was promoted to executive vice president and CFO and has been instrumental in advancing the Company’s strategy and capital allocation. He was named president of Worthington Industries in August 2018 and became CEO of the Company in September 2020. Prior to Worthington, Rose held numerous positions at financial institutions including MCG Capital Corporation, Wachovia Capital Associates and J.P. Morgan & Co., and was co-founder of Peachtree Equity Partners.
About Geoff Gilmore
Geoff Gilmore, 50, is executive vice president and chief operating officer (COO) of Worthington Industries. He joined Worthington Industries in 1998 in sales for the Steel Processing business and took on roles of increasing responsibility over the following 13 years including serving as general manager of the Company’s largest Steel Processing facility in Delta, Ohio. In July 2011, he was named vice president of Purchasing responsible for all purchasing efforts including steel, commodity and OEM purchasing. In August 2012, he was named president of the Steel Processing business where he led the business to three record years of earnings and safety performance. In 2016, he was named president of Worthington Cylinder Corporation where he spent two years cultivating a focus on continuous improvement through Transformation and Innovation, oversaw the Company’s then largest acquisition and the business achieved record earnings in his second year at the helm. In August 2018, he was named executive vice president and COO of the Company.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company pursuing its vision to be the transformative partner to its customers, a positive force for its communities and earn exceptional returns for its shareholders. For over six decades, the Company has been delivering innovative solutions to customers spanning industries such as automotive, energy, retail and construction. Worthington is North America’s premier value-added steel processor and producer of laser welded solutions and electrical steel laminations that provide lightweighting, safety critical and emission reducing components to the mobility market. Through on-board fueling systems and gas containment solutions, Worthington serves the growing global hydrogen ecosystem. The Company’s focus on innovation and manufacturing expertise extends to market-leading consumer products in tools, outdoor living and celebrations categories, sold under brand names, Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™; as well as market leading building products, including water systems, heating & cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories.
Headquartered in Columbus, Ohio, Worthington operates 52 facilities in 15 states and nine countries, sells into over 90 countries and employs approximately 9,500 people. Founded in 1955, the Company follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and transform, Worthington is committed to providing better solutions for customers and bettering the communities where it operates by reducing waste, supporting community-based non-profits and developing the next generations of makers.
Safe Harbor Statement
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the Company relating to the intended separation of Worthington’s Steel Processing business; the timing and method of the separation; the anticipated benefits of the separation; the expected financial and operating performance of, and future opportunities for, each company following the separation; the tax treatment of the transaction; the leadership of each company following the separation; and other non-historical matters constitute “forward-looking statements” within the meaning of the Act. Forward-looking statements may be characterized by terms such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,” “sees” and similar expressions. 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, the final approval of the separation by our board of directors; the uncertainty of obtaining regulatory approvals in connection with the separation, including rulings from the Internal Revenue Service; the ability to satisfy the necessary closing conditions to complete the separation on a timely basis, or at all; our ability to successfully separate the two companies and realize the anticipated benefits of the separation; the risks, uncertainties and impacts related to the COVID-19 pandemic – the duration, extent and severity of which is impossible to predict, including the possibility of future resurgence in the spread of COVID-19 or variants thereof – and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID-19, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the effect of conditions in national and worldwide financial markets, including inflation and increases in interest rates, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States 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; changing oil 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, labor and other items required by operations (especially in light of COVID-19 and Russia’s invasion of Ukraine); the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive (especially in light of the semi-conductor shortages), 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; 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 (especially in light of the COVID-19 pandemic), interruption in utility services, civil unrest, international 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 Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation and interest rate increases, 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; the level of imports and import prices in the Company’s markets; 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 United States Securities and Exchange Commission (“SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Act of 2021, and the Dodd-Frank Wall Street Reform and the Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, especially in light of the COVID-19 pandemic 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 U.S. and potential changes for such laws, which may increase the Company’s costs and negatively impact its operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the filings of Worthington Industries, Inc. with the SEC, including those described in “Part I — Item 1A. — Risk Factors” of Worthington’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022, and its subsequent filings with the SEC. Forward-looking statements should be construed in the light of such risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. Worthington does not undertake, and hereby disclaim, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Non-GAAP Financial Measures
While Worthington Industries reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, certain statements made in these materials include or make reference to adjusted EBITDA, a "non-GAAP" measure. This measure is included to provide additional useful information regarding Worthington Industries' financial results, and is not a substitute for its comparable GAAP measure. An explanation of this non-GAAP measure, and a reconciliation of this non-GAAP measure to its directly comparable GAAP measure, is included in the accompanying Company Separation Presentation and is available on the Investor Relations page of Worthington Industries’ website at www.worthingtonindustries.com. Descriptions of this and many of our other non-GAAP measures are also included in Worthington Industries' SEC reports.
Contact
Sonya L. Higginbotham
VP, Corporate Communications and Brand Management 614.438.7391 | sonya.higginbotham@worthingtonindustries.com
Marcus A. Rogier
Treasurer and Investor Relations Officer
614.840.4663 | marcus.rogier@worthingtonindustries.com
200 Old Wilson Bridge Rd. | Columbus, Ohio 43085
WorthingtonIndustries.com
Exhibit 99.2
WORTHINGTON INDUSTRIES PLANS TO CREATE TWO MARKET - LEADING, INDEPENDENT PUBLIC COMPANIES September 29, 2022
FORWARD LOOKING STATEMENTS . Worthington Industries, Inc . (the “Company” or “Worthington”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”) . Statements by the Company relating to the intended separation of Worthington’s Steel Processing business ; the timing and method of the separation ; the anticipated benefits of the separation ; the expected financial and operating performance of, and future opportunities for, each company following the separation ; the tax treatment of the transaction ; the leadership of each company following the separation ; and other non - historical matters constitute “forward - looking statements” within the meaning of the Act . Forward - looking statements may be characterized by terms such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,” “sees” and similar expressions . 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, the final approval of the separation by our board of directors ; the uncertainty of obtaining regulatory approvals in connection with the separation, including rulings from the Internal Revenue Service ; the ability to satisfy the necessary closing conditions to complete the separation on a timely basis, or at all ; our ability to successfully separate the two companies and realize the anticipated benefits of the separation ; the risks, uncertainties and impacts related to the COVID - 19 pandemic – the duration, extent and severity of which is impossible to predict, including the possibility of future resurgence in the spread of COVID - 19 or variants thereof – and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith ; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID - 19 , the actions taken in connection therewith and the implementation of related fiscal stimulus packages ; the effect of conditions in national and worldwide financial markets, including inflation and increases in interest rates, and with respect to the ability of financial institutions to provide capital ; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States 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 ; changing oil 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, labor and other items required by operations (especially in light of COVID - 19 and Russia’s invasion of Ukraine) ; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters ; effects of facility closures and the consolidation of operations ; the effect of financial difficulties, consolidation and other changes within the steel, automotive (especially in light of the semi - conductor shortages), 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 ; 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 (especially in light of the COVID - 19 pandemic), interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes ; 2 NOTES TO INVESTORS
NOTES TO INVESTORS 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 Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets ; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment ; the effect of inflation and interest rate increases, 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 ; the level of imports and import prices in the Company’s markets ; 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 United States Securities and Exchange Commission (“SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021 , the American Rescue Act of 2021 , and the Dodd - Frank Wall Street Reform and the Consumer Protection Act of 2010 ; the effect of healthcare laws in the United States and potential changes for such laws, especially in light of the COVID - 19 pandemic 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 U . S . and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results ; cyber security risks ; the effects of privacy and information security laws and standards ; and other risks described from time to time in the filings of Worthington Industries, Inc . with the SEC, including those described in “Part I — Item 1 A . — Risk Factors” of Worthington’s Annual Report on Form 10 - K for the fiscal year ended May 31 , 2022 , and its subsequent filings with the SEC . Forward - looking statements should be construed in the light of such risks . Readers are cautioned not to place undue reliance on any forward - looking statements, which speak only as of the date made . Worthington does not undertake, and hereby disclaim, any obligation to update any forward - looking statements, whether as a result of new information, future developments or otherwise . NON - GAAP MEASURES . While Worthington Industries reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, certain statements made in these materials include or make reference to adjusted EBITDA, a "non - GAAP" measure . This measure is included to provide investors additional useful information regarding Worthington Industries' financial results and is not a substitute for its comparable GAAP measure . An explanation of this non - GAAP measure, and a reconciliation of this non - GAAP measure to its most directly comparable GAAP measure, is included in the Appendix . Descriptions of this and many of our other non - GAAP measures are also included in Worthington Industries' SEC reports . USE OF CERTAIN TERMS . As used in these materials : The term "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 controlling interest), which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations . 3
4 WORTHINGTON INDUSTRIES PLANS TO SEPARATE INTO TWO MARKET - LEADING, INDEPENDENT, PUBLICLY TRADED COMPANIES ▪ Transaction will create two distinct, market - leading companies that are more specialized and fit - for purpose, with enhanced prospects for growth and value creation x Enhanced management focus and operational functionality x Highly compelling and distinct growth strategies x Modest leverage and ample liquidity to fund growth ▪ Separation expected to enhance shareholder value x Differentiated investment theses x Alignment with appropriate comparable company peers
5 CREATING TWO MARKET - LEADING, INDEPENDENT PUBLIC COMPANIES… Improved Strategic Focus and Differentiated Investment Theses A market leader with premier brands in attractive end markets in Consumer Products, Building Products and Sustainable Energy Solutions High margins and asset - light business model enable strong cash flow generation Growth strategy driven by focus on sustainable, technology - enabled solutions disrupting mature markets x x A best - in - class, value - added steel processor with a blue chip customer base in growing end - markets A market - leader in electrical steel laminations and automotive lightweighting solutions capitalizing on electrification, sustainability and infrastructure spending x x x x Sophisticated supply chain and pricing solutions to manage complex programs for customers, grow market share and increase margins x x x Geoff G. Gilmore Chief Executive Officer – Worthington Steel Current Chief Operating Officer with 24 Years at Worthington Industries Andy Rose Chief Executive Officer – New Worthington Current Chief Executive Officer & President with 14 Years at Worthington Industries NEW WORTHINGTON WORTHINGTON STEEL
6 …WELL POSITIONED FOR SUCCESS AND FUTURE GROWTH New Worthington Worthington Steel * Excludes pro - rata share of unconsolidated JV sales; Net Sales* Mix (8/31/22 TTM) Consumer Automotive Products 49% 49% Sustainable Energy Other Construction 10% 20% 18% Building Products 41% Heavy Truck Agriculture 6% 7% Key Financials 08/31/22 TTM Net Sales*: $1,391M Adj. EBITDA: $347M 08/31/22 TTM Net Sales*: $4,149M Adj. EBITDA: $192M Key Products & Services Essential commercial and residential building solutions Branded specialty consumer products H2 and CNG fuel containment solutions Broad portfolio of value - added processing capabilities Laser welding solutions for lightweighting Electrical steel laminations Key Growth Thematics Technology Sustainability Construction Outdoor Living Electric Vehicles Infrastructure Renewable Energy
7 BOTH POWERED BY THE WORTHINGTON BUSINESS SYSTEM Our deeply - held Philosophy is rooted in the Golden Rule – we treat our customers, employees, investors, and suppliers as we would like to be treated Through continuous transformation , we drive higher margins within Manufacturing, Commercial, Sourcing, and Supply Chain Excellence We innovate in partnership with our customers and suppliers We acquire strategic capabilities and invest in accretive opportunities We invest in technology and sustainability to create value for customers We are disciplined stewards of capital , focused on earning exceptional returns for our shareholders
Overview of New Worthington 8
9 NEW WORTHINGTON IS A MARKET LEADER WITH PREMIER BRANDS IN ATTRACTIVE END MARKETS Adj. EBITDA Growth 63% Net Sales* ($M) Adjusted EBITDA ($M) Adj. EBITDA less Capital Expenditures ($M) x Proven management team with a value creation focused mindset x Demonstrated financial stability and strong free cash flow generation x Focused on asset - light investments to enable strong cash flow and capitalize on emerging trends x Robust new product development pipeline disrupting mature markets x Worthington Business System powers continuous business improvements and higher profitability x Disciplined stewards of capital with conservative leverage and ample liquidity Key Investment Highlights 3 Year Financial Snapshot (FY20 – FY22) Net Sales* Growth 37% Cumulative Adj. EBITDA less Cap Ex $644M Business Segments 8/31/22 TTM Net Sales* *Sales exclude pro - rata share of unconsolidated JV sales; Consumer Products $677 Building Products $577 Sustainable Energy Solutions $136 $954 $1,061 $1,309 $1,391 FY20 FY21 FY22 08/31/22 TTM $208 $232 $340 $347 FY20 FY21 FY22 $168 $187 $289 $300 FY20 FY21 FY22 08/31/22 TTM % Margin 08/31/22 TTM 25% 22% 22% 26%
10 COMPRISED OF THREE MARKET - FOCUSED REPORTING SEGMENTS Building Products (41% of Sales) Consumer Products (49% of Sales) Sustainable Energy Solutions (10% of Sales) PRODUCT CATEGORIES SELECT BRANDS 8/31/22 TTM NET SALES*: Ceiling Solutions Heating & Cooling Products Back - up Power Metal Framing H2 Ecosystems Mobility Solutions Transport and Storage Offerings DIY & Pro Tools Outdoor Living Camping Celebrations BUSINESS SEGMENTS *Sales exclude pro - rata share of unconsolidated JV sales; $239M 8/31/22 TTM ADJ. EBITDA: $577M $106M $678M $2M $136M
11 WELL - POSITIONED TO TAKE ADVANTAGE OF KEY TRENDS Sustainability Technology Commercial & Residential Remodeling & Construction Outdoor Living Business Segment Consumer Products Building Products Sustainable Ener gy Solutions Offering/ Products H2 & CNG Refillable Systems Solutions Remote Monitoring Asset Tracking Ceiling Metal Solutions Framing Tools HVAC Products Lawn & Garden BBQ / Grill Products Camping Products Key Trends Consumers increasingly focused on sustainability Increased backup power needs Investment and regulation is accelerating the energy transition Monitoring solutions and connectivity enable customers to manage their businesses and lives Applications for mobility solutions aid in improving efficiency in transportation and distribution Increased remodeling activity Shortages in skilled labor Public investment in education and infrastructure Rural migration Home inventory shortfalls Healthy indoor spaces Investment in year - round outdoor living spaces Outdoor participation growing Growing legislative support for outdoor recreation Market Growth Drivers 200 Million Tons forecasted hydrogen needed by 2030 to be on track for net zero emissions targets 1 $500 Billion of expected spending in Industrial Internet of Things industry by 2025 2 $450 Billion expected annual remodeling expenditures in the U.S. by 2023 3 ~$120 Billion o f outdoor recreation annual spending by U.S. consumers 4 Sources: 1 International Energy Agency 2 McKinsey 3 Joint Center for Housing Studies of Harvard University (JCHS) 4 Outdoor Industry Association
12 POWERED BY THE WORTHINGTON BUSINESS SYSTEM ACQUISITIONS TRANSFORMATION Leveraging Lean Practices and Technology for World - Class Operations A systematic approach to continuously identify opportunities that improve the business On - going collaboration between sales, supply chain, purchasing, and operations functions to reduce working capital and increase earnings Predictive analytics and automation to enhance operational efficiency, reduce unplanned downtime, and improve safety INNOVATION Technology Driven Solutions Brought to Market Robust new product development pipeline disrupting mature markets Smartlid Πenables remote monitoring of propane levels for home and industrial heating DYNAMAX Πspecialized suspension platforms data centers Targeting Margin Accretive Opportunities Grow market share and strategically acquire companies in growth markets Focus on higher margin, asset - light businesses with strong cash flows PORTFOLIO EXPANSION VERTICAL INTEGRATION
Overview of Worthington Steel 13
14 WORTHINGTON STEEL IS A BEST - IN - CLASS, VALUE - ADDED STEEL PROCESSOR IN GROWING END - MARKETS Net Sales* ($M) Adjusted EBITDA ($M) Adj. EBITDA less Capital Expenditures ($M) x Proven management team that is focused on value creation x One - of - a - kind business with a unique capability set and leading market positions across multiple value - added services, reliably solving complex supply chain challenges for blue chip customers x Market - leading supplier to growing end markets including electric vehicles and renewable energy x Sophisticated supply chain and pricing solutions drive market share and margin growth x Worthington Business System powers base business improvements and higher profitability Key Investment Highlights Financial & Operational Snapshot End Market Sales (8/31/22 TTM Net Sales*) *Sales exclude pro - rata share of unconsolidated JV sales; 4.2M Tons of Steel Delivered in FY22 >50% of US passenger vehicles contain steel processed by Worthington $484M 3 - year cumulative Adj. EBITDA less Cap Ex FY20 - FY22 Automotive Agriculture Construction Heavy Truck Other (incl. Toll) FY20 FY21 Net Sales Tons (000s) $40 $221 $223 $153 FY20 FY21 FY22 08/31/22 TTM $81 $249 $259 $192 FY20 FY21 FY22 % Margin 08/31/22 TTM 5% 4% 12% 7% 49% 7% 18% 6% 20% $1,860 $2,059 $3,933 $4,149 3,831 4,067 4,171 4,083 FY22 08/31/22 TTM
15 A ONE - OF - A - KIND BUSINESS WITH A UNIQUE CAPABILITY SET Global Producer of Stamped Electrical Steel Laminations Producer of Tailor Welded Blanks in North America General Motors Supplier of the Year 2020 & 2021 John Deere 2021 Partner Level Supplier and member of Hall of Fame Schaeffler 2021 Schaeffler Supplier Excellence Award Stellantis 2020 Raw Material Supplier of the Year #2 # 1 # 1 Network of Independent Picklers in North America # 1 Trader of Steel Futures by Volume in North America # 1 Independent Producer of Hot Dipped Galvanized Steel in North America # 2 Independent flat rolled service center in Mexico Blue Chip Customer Recognition and Accolades Source: Internal management estimates
16 POISED TO CAPITALIZE ON KEY TRENDS Decarbonization of Transportation Energy Transition Infrastructure Offering / Products Tempel TWB Electrical Steel Tailored Blanks Laminations EV Traction Motors Automotive Frames Galvanized Steel Tempel Electrical Steel Laminations Solar panel racks Transformer Cores Tempel Electrical Steel Laminations Transformer Cores Galvanized Steel Drainage Culvert / Renewables Key Trends Worldwide transition to electric vehicles Lightweighting, via innovative processes and material combinations, remains a high priority for automotive OEMs Aggressive carbon reduction targets by automotive OEMs Transition to renewable energy sources such as hydro, solar, and wind Energy grid emergency back - up power supply Aging infrastructure and electrical grid in the US Increased government spending to improve the electrical grid and expand EV charging Market Growth Drivers 80% of passenger vehicles sold globally in 2030 expected to be battery or hybrid 1 $25 Billion available in tax credits for manufacturers of renewable energy equipment 2 $1 Trillion infrastructure bill signed in 2021 Sources: 1 IHS Markit, 2 EY
A systematic approach to continuously identify opportunities that improve the business On - going collaboration between sales, supply chain, purchasing, and operations functions to reduce working capital and increase earnings Predictive analytics and automation to enhance operational efficiency, reduce unplanned downtime, and improve safety 17 POWERED BY THE WORTHINGTON BUSINESS SYSTEM TRANSFORMATION Leveraging Lean Practices and Technology for World - Class Operations INNOVATION Tailored Customer Solutions Cross - functional teams developing sophisticated supply chain and pricing solutions Utilize the steel futures market to provide tailored pricing mechanisms Metallurgical expertise to co - develop custom metals solutions for customers ACQUISITIONS Strategic Capabilities Enabling the Green Energy Transition Tempel specifically increases exposure to electrification megatrend in transportation Tempel directly participates in electrical grid modernization and upgrade TWB enables vehicle lightweighting for more fuel - efficiency and improved safety performance
Transaction Overview 18
19 TRANSACTION DETAILS Transaction Structure Pro rata distribution of Worthington Steel stock, which is expected to be tax - free to shareholders for U.S. federal income tax purposes Worthington Steel to become publicly traded company that will be owned by Worthington Industries’ then - current shareholders Timing & Approvals Transaction targeted to be completed by early 2024 Subject to, among other things, market conditions, finalization of the capital structure of the two companies, completion of steps to qualify transaction as tax - free, and final approval by Worthington Industries Board of Directors Expected Capital Structures & Financial Policies Both companies expected to be well capitalized and positioned for growth No material changes anticipated to Worthington’s current capital allocation policy
20 WORTHINGTON INDUSTRIES PLANS TO SEPARATE INTO TWO MARKET - LEADING, INDEPENDENT, PUBLICLY TRADED COMPANIES ▪ Transaction will create two distinct, market - leading companies that are more specialized and fit - for purpose, with enhanced prospects for growth and value creation x Enhanced management focus and operational functionality x Highly compelling and distinct growth strategies x Modest leverage and ample liquidity to fund growth ▪ Separation expected to enhance shareholder value x Differentiated investment theses x Alignment with appropriate comparable company peers
Appendix 21
22 RECONCILIATION OF NON - GAAP MEASURES Worthington has provided in this presentation certain financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“non - GAAP”) . Non - GAAP measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP . Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) . Adjusted EBITDA 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 controlling interest), which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations . Management uses adjusted EBITDA as a measure of operating performance and to engage in financial and operational planning because it believes this measure provides additional perspective and, in some circumstances are more closely correlated to, the performance of the Company’s ongoing operations . Additionally, management believes this non - GAAP measure provides useful information to investors because it allows for meaningful comparisons and analysis of trends in Worthington's businesses and enables investors to evaluate operations and future prospects in the same manner as management .