WS 8-K/A
Worthington Steel, Inc. (WS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 19, 2026 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
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. ☐
EXPLANATORY NOTE
This Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Worthington Steel, Inc. (the “Company”) on June 3, 2026 (the “Original 8-K”), which reported, among other things, the completion of the acquisition of Klöckner & Co SE (the “Acquisition”) under Item 2.01. This Amendment is being filed solely to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were not included in the Original 8-K at the time of its initial filing, as permitted by Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K.
Except as set forth herein, no other modifications are being made to the Original 8-K, and this Amendment does not modify or update the disclosures in the Original 8-K. The disclosures in the Original 8-K otherwise remain unchanged.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 2.01 of the Original 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The following financial statements of Klöckner & Co SE are filed as exhibits to this Form 8-K/A and are incorporated herein by reference:
| • | Exhibit 99.1: Financial statements of Klöckner & Co SE consisting of: |
| • | Audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 and 2024, including the report of independent auditors thereon; and |
| • | Unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2026 and 2025. |
The financial statements described above are being filed pursuant to Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial information is filed as an exhibit to this Form 8-K/A and is incorporated herein by reference:
| • | Exhibit 99.2: Unaudited pro forma condensed combined financial statements of Worthington Steel, Inc. giving effect to the Acquisition, consisting of: |
| • | Unaudited pro forma condensed combined balance sheet as of February 28, 2026; and |
| • | Unaudited pro forma condensed combined statement of earnings for the year ended May 31, 2025 and for the nine months ended February 28, 2026. |
(d) Exhibits.
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.
| WORTHINGTON STEEL, INC. | ||||||
| Date: August 19, 2026 | By: | /s/ Joseph Y. Heuer | ||||
| Name: | Joseph Y. Heuer | |||||
| Title: | Vice President - General Counsel and Secretary | |||||
Exhibit 99.1
Report
Klöckner & Co SE
Düsseldorf, Germany
Audit of the financial statements as of December 31, 2025 and 2024
Engagement: DEE00195444.1.1
Report of Independent Auditors
To the Management Board and Supervisory Board of Klöckner & Co SE, Düsseldorf
Opinion
We have audited the accompanying consolidated financial statements of Klöckner & Co SE, Düsseldorf and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2025 and 2024, and the related consolidated statements of loss, comprehensive loss, changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with US GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. |
Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Düsseldorf, Germany
August 10, 2026
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
| /s/ Antje Schlotter | /s/ Verena Polzer | |
| Wirtschaftsprüferin | Wirtschaftsprüferin | |
| (German Public Auditor) | (German Public Auditor) |
Consolidated financial statements
Consolidated financial statements
of Klöckner & Co SE
| Consolidated financial statements |
2 | |||
| Consolidated statements of loss |
2 | |||
| Consolidated statements of comprehensive loss |
2 | |||
| Consolidated statements of financial position |
3 | |||
| Consolidated statements of cash flows |
4 | |||
| Consolidated statements of changes in equity |
5 | |||
| Notes to the consolidated financial statements |
7 |
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 1 |
Consolidated financial statements
Consolidated financial statements
Consolidated statements of loss
for the 12-month period ended December 31
| (€ thousand) |
Notes | 2025 | 2024 | |||||||||
| Sales |
7 | 6,380,154 | 6,632,193 | |||||||||
| Changes in inventory |
17 | 4,266 | -41,727 | |||||||||
| Own work capitalized |
830 | — | ||||||||||
| Other operating income |
8 | 57,145 | 37,530 | |||||||||
| Cost of materials |
9 | -5,180,578 | -5,477,720 | |||||||||
| Personnel expenses |
10 | -593,514 | -542,469 | |||||||||
| Depreciation and amortization |
16 | -119,763 | -125,827 | |||||||||
| Impairment losses of intangible assets and property, plant and equipment |
16 | -1,023 | -3,243 | |||||||||
| Impairment reversals of intangible assets and property, plant and equipment |
16 | 97 | 50 | |||||||||
| Other operating expenses |
11 | -516,743 | -498,726 | |||||||||
|
|
|
|
|
|||||||||
| Operating result |
30,869 | -19,939 | ||||||||||
|
|
|
|
|
|||||||||
| Loss from investments |
12 | -1,565 | -1,607 | |||||||||
|
|
|
|
|
|||||||||
| Finance income |
6,778 | 2,313 | ||||||||||
| Finance expenses |
-53,923 | -64,223 | ||||||||||
|
|
|
|
|
|||||||||
| Financial result |
13 | -47,144 | -61,910 | |||||||||
|
|
|
|
|
|||||||||
| Earnings before taxes |
-17,840 | -83,456 | ||||||||||
|
|
|
|
|
|||||||||
| Income taxes |
14 | -35,546 | -62,241 | |||||||||
|
|
|
|
|
|||||||||
| Net loss from continuing operations (net of tax) |
-53,386 | -145,698 | ||||||||||
|
|
|
|
|
|||||||||
| Net loss from discontinued operations (net of tax) |
— | -29,861 | ||||||||||
|
|
|
|
|
|||||||||
| Net loss |
-53,386 | -175,559 | ||||||||||
|
|
|
|
|
|||||||||
| thereof attributable to |
||||||||||||
| – Shareholders of Klöckner & Co SE |
-53,641 | -176,702 | ||||||||||
| – non-controlling interests |
255 | 1,143 | ||||||||||
| Earnings per share from continuing operations attributable to the ordinary equity holders of Klöckner & Co SE (€/share) |
15 | |||||||||||
| – basic/diluted |
-0.54 | -1.47 | ||||||||||
| Earnings per share attributable to the ordinary equity holders of Klöckner & Co SE (€/share) |
15 | |||||||||||
| – basic/diluted |
-0.54 | -1.77 | ||||||||||
Consolidated statements of comprehensive loss
for the 12-month period ended December 31
| (€ thousand) |
Notes | 2025 | 2024 | |||||||||
| Net loss |
-53,386 | -175,559 | ||||||||||
| Other comprehensive income not reclassifiable |
||||||||||||
| Actuarial gains and losses (IAS 19) |
24 | 16,126 | 133,790 | |||||||||
|
|
|
|
|
|||||||||
| Total |
16,126 | 133,790 | ||||||||||
|
|
|
|
|
|||||||||
| Other comprehensive income reclassifiable |
||||||||||||
| Foreign currency translation |
-92,600 | 40,124 | ||||||||||
| Gains/losses from cash flow hedges |
30 | -1,981 | -214 | |||||||||
| Financial assets at fair value through OCI |
30 | -66 | 114 | |||||||||
| Reclassification to profit and loss due to sale of foreign subsidiaries |
21 | 19,625 | 12,552 | |||||||||
|
|
|
|
|
|||||||||
| Total |
-75,023 | 52,575 | ||||||||||
|
|
|
|
|
|||||||||
| Deferred taxes on other comprehensive income |
14 | -4,095 | -23,347 | |||||||||
|
|
|
|
|
|||||||||
| Other comprehensive loss/income |
-62,991 | 163,018 | ||||||||||
|
|
|
|
|
|||||||||
| Group total comprehensive loss |
-116,378 | -12,541 | ||||||||||
|
|
|
|
|
|||||||||
| thereof attributable to |
||||||||||||
| – Shareholders of Klöckner & Co SE |
-116,656 | -13,727 | ||||||||||
| – non-controlling interests |
278 | 1,186 | ||||||||||
| Total comprehensive loss/income attributable to the shareholders of Klöckner & Co SE refers to: |
||||||||||||
| – continuing operations |
-116,656 | 3,394 | ||||||||||
| – discontinued operations |
— | -17,121 | ||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 2 |
Consolidated financial statements
Consolidated statements of financial position
as of
Assets
| (€ thousand) |
Notes | December 31, 2025 |
December 31, 2024 |
|||||||||
| Non-current assets |
||||||||||||
| Intangible assets |
16 | (a) | 178,331 | 206,584 | ||||||||
| Property, plant and equipment |
16 | (b) | 810,097 | 812,443 | ||||||||
| Investment property |
16 | (d) | 6,807 | — | ||||||||
| Other financial assets |
19 | 28,509 | 34,553 | |||||||||
| Other non-financial assets |
19 | 228,269 | 211,175 | |||||||||
| Deferred tax assets |
14 | 10,833 | 17,120 | |||||||||
|
|
|
|
|
|||||||||
| Total non-current assets |
1,262,845 | 1,281,875 | ||||||||||
|
|
|
|
|
|||||||||
| Current assets |
||||||||||||
| Inventories |
17 | 1,143,577 | 1,290,669 | |||||||||
| Trade receivables |
18 | 583,290 | 610,697 | |||||||||
| Contract assets |
18 | 57,098 | 55,585 | |||||||||
| Supplier bonus receivables |
18 | 55,554 | 55,414 | |||||||||
| Current income tax receivables |
14 | 32,851 | 41,543 | |||||||||
| Other financial assets |
19 | 12,676 | 15,729 | |||||||||
| Other non-financial assets |
19 | 56,534 | 51,193 | |||||||||
| Cash and cash equivalents |
20 | 60,205 | 120,793 | |||||||||
| Assets held for sale |
21 | 14,673 | 14,383 | |||||||||
|
|
|
|
|
|||||||||
| Total current assets |
2,016,459 | 2,256,006 | ||||||||||
|
|
|
|
|
|||||||||
| Total assets |
3,279,304 | 3,537,881 | ||||||||||
|
|
|
|
|
|||||||||
Equity and liabilities
| (€ thousand) |
Notes | December 31, 2025 |
December 31, 2024 |
|||||||||
| Equity |
||||||||||||
|
|
|
|
|
|||||||||
| Subscribed capital |
249,375 | 249,375 | ||||||||||
| Capital reserves |
568,622 | 570,007 | ||||||||||
| Retained earnings |
460,185 | 534,183 | ||||||||||
| Accumulated other comprehensive income |
297,752 | 360,179 | ||||||||||
|
|
|
|
|
|||||||||
| Equity attributable to shareholders of Klöckner & Co SE |
1,575,933 | 1,713,743 | ||||||||||
|
|
|
|
|
|||||||||
| Non-controlling interests |
6,298 | 6,972 | ||||||||||
|
|
|
|
|
|||||||||
| Total equity |
22 | 1,582,231 | 1,720,714 | |||||||||
|
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|
|
|
|||||||||
| Non-current liabilities |
||||||||||||
| Provisions for pensions and similar obligations |
24 | 17,302 | 19,073 | |||||||||
| Other provisions and accrued liabilities |
25 | 8,478 | 8,962 | |||||||||
| Non-current financial liabilities |
26 | 670,210 | 712,706 | |||||||||
| Other financial liabilities |
28 | 1,412 | 1,359 | |||||||||
| Deferred tax liabilities |
14 | 88,027 | 91,727 | |||||||||
|
|
|
|
|
|||||||||
| Total non-current liabilities |
785,429 | 833,826 | ||||||||||
|
|
|
|
|
|||||||||
| Current liabilities |
||||||||||||
| Other provisions and accrued liabilities |
25 | 85,012 | 87,066 | |||||||||
| Income tax liabilities |
14 | 27,256 | 23,382 | |||||||||
| Current financial liabilities |
26 | 93,711 | 183,314 | |||||||||
| Trade payables |
27 | 651,401 | 638,547 | |||||||||
| Other financial liabilities |
28 | 16,741 | 24,822 | |||||||||
| Non-financial contract liabilities |
28 | 11,678 | 3,191 | |||||||||
| Advance payments received |
28 | 1,530 | 1,924 | |||||||||
| Other non-financial liabilities |
28 | 24,315 | 21,095 | |||||||||
|
|
|
|
|
|||||||||
| Total current liabilities |
911,645 | 983,341 | ||||||||||
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|
|
|
|||||||||
| Total liabilities |
1,697,073 | 1,817,167 | ||||||||||
|
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|
|
|
|||||||||
| Total equity and liabilities |
3,279,304 | 3,537,881 | ||||||||||
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|
|
|
|||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 3 |
Consolidated financial statements
Consolidated statements of cash flows
| (€ thousand) |
Notes | 2025 | 2024 | |||||||||
| Net loss |
-53,386 | -175,559 | ||||||||||
| Result from discontinued operations |
— | 29,861 | ||||||||||
| Income taxes |
14 | 35,546 | 62,241 | |||||||||
| Financial result |
13 | 47,144 | 61,910 | |||||||||
| Income from investments |
12 | 1,565 | 1,607 | |||||||||
| Depreciation, amortization, reversal of impairment losses and impairment losses of non-current assets |
16 | 120,690 | 129,021 | |||||||||
| Other non-cash income/expenses |
-1,691 | -209 | ||||||||||
| Gain on disposal of non-current assets |
8, 11 | -9,444 | -618 | |||||||||
| Change in net working capital |
||||||||||||
| Inventories |
17 | -2,401 | 148,646 | |||||||||
| Trade receivables, contract assets, supplier bonus receivables |
18 | -58,707 | 78,184 | |||||||||
| Trade payables, contract liabilities, advance payments received |
27, 28 | 123,839 | -66,759 | |||||||||
| Change in other operating assets and liabilities |
-21,083 | -21,996 | ||||||||||
| Interest paid |
34 | -54,696 | -52,562 | |||||||||
| Interest received |
34 | 725 | 944 | |||||||||
| Income taxes paid |
-28,739 | -40,303 | ||||||||||
| Income taxes received |
10,160 | 5,800 | ||||||||||
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|
|||||||||
| Cash flow from operating activities – continuing operations |
109,520 | 160,209 | ||||||||||
|
|
|
|
|
|||||||||
| Cash flow from operating activities – discontinued operations |
— | -45,504 | ||||||||||
|
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|
|
|
|||||||||
| Cash flow from operating activities |
109,520 | 114,705 | ||||||||||
|
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|
|
|
|||||||||
| (€ thousand) |
Notes | 2025 | 2024 | |||||||||
| Proceeds from the sale of non-current assets |
107,006 | 2,802 | ||||||||||
| Proceeds from/payments for the sale of consolidated companies |
731 | — | ||||||||||
| Proceeds from the sale of financial assets |
4,963 | 397 | ||||||||||
| Dividends received |
912 | 107 | ||||||||||
| Payments for intangible assets, property, plant and equipment |
-111,941 | -110,252 | ||||||||||
| Payments for investments in consolidated subsidiaries |
-5,303 | -12,618 | ||||||||||
| Payments for financial assets |
-1,102 | -1,605 | ||||||||||
|
|
|
|
|
|||||||||
| Cash flow from investing activities – continuing operations |
-4,734 | -121,169 | ||||||||||
|
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|
|
|
|||||||||
| Cash flow from investing activities – discontinued operations |
— | 109,656 | ||||||||||
|
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|
|
|
|||||||||
| Cash flow from investing activities |
-4,734 | -11,512 | ||||||||||
|
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|
|
|
|||||||||
| Dividend payments to shareholders of Klöckner & Co SE |
-19,950 | -19,950 | ||||||||||
| Dividend payments to non-controlling interests |
— | -1,140 | ||||||||||
| Payments for own investment Management Board members |
— | -1,799 | ||||||||||
| Disbursement for the acquisition of shares in consolidated subsidiaries |
-1,314 | — | ||||||||||
| Borrowings of financial liabilities |
34 | 488,754 | 340,885 | |||||||||
| Repayment of financial liabilities |
34 | -587,190 | -422,218 | |||||||||
| Repayment of lease liabilities |
34 | -35,354 | -34,205 | |||||||||
| Proceeds from derivatives of financing activities |
34 | 410 | -1,206 | |||||||||
|
|
|
|
|
|||||||||
| Cash flow from financing activities – continuing operations |
-154,644 | -139,633 | ||||||||||
|
|
|
|
|
|||||||||
| Cash flow from financing activities – discontinued operations |
— | -2,753 | ||||||||||
|
|
|
|
|
|||||||||
| Cash flow from financing activities |
-154,644 | -142,386 | ||||||||||
|
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|
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|
|||||||||
| Changes in cash and cash equivalents |
-49,857 | -39,194 | ||||||||||
|
|
|
|
|
|||||||||
| Effect of foreign exchange rates on cash and cash equivalents |
-10,731 | 5,085 | ||||||||||
| Cash and cash equivalents at the beginning of the period |
20 | 120,793 | 154,903 | |||||||||
| Cash and cash equivalents at the end of the period |
60,205 | 120,793 | ||||||||||
|
|
|
|
|
|||||||||
| Cash and cash equivalents at the end of the reporting period as per statement of financial position |
60,205 | 120,793 | ||||||||||
|
|
|
|
|
|||||||||
Please refer to the notes to the consolidated financial statements NOTE 34 – NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 4 |
Consolidated financial statements
Consolidated statements of changes in equity
| Accumulated other comprehensive income | ||||||||||||||||||||||||||||||||||||
| (€ thousand) |
Subscribed capital of Klöckner & Co SE |
Capital reserves of Klöckner & Co SE |
Retained earnings | Currency translation adjustments |
Actuarial gains and losses (IAS 19) |
Fair value adjustments of financial instruments |
Equity attributable to the shareholders of Klöckner & Co SE |
Non-controlling interests |
Total | |||||||||||||||||||||||||||
| January 1, 2024 |
249,375 | 570,420 | 777,890 | 273,388 | -118,779 | -4,598 | 1,747,694 | 7,010 | 1,754,705 | |||||||||||||||||||||||||||
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| Other comprehensive income |
||||||||||||||||||||||||||||||||||||
| Foreign currency translation |
— | — | — | 40,075 | — | — | 40,075 | 48 | 40,124 | |||||||||||||||||||||||||||
| Gains/losses from cash flow hedges |
— | — | — | — | — | -214 | -214 | — | -214 | |||||||||||||||||||||||||||
| Financial assets measured at fair value through other comprehensive income |
— | — | — | — | — | 114 | 114 | — | 114 | |||||||||||||||||||||||||||
| Actuarial gains and losses (IAS 19) |
— | — | — | — | 133,797 | — | 133,797 | -7 | 133,790 | |||||||||||||||||||||||||||
| Reclassification through profit and loss due to the sale of foreign subsidiaries |
— | — | — | 12,552 | — | — | 12,552 | — | 12,552 | |||||||||||||||||||||||||||
| Deferred taxes recognized in other comprehensive income |
— | — | — | — | -23,348 | — | -23,348 | 2 | -23,347 | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||||||||||
| Other comprehensive income |
— | — | — | 52,627 | 110,449 | -100 | 162,976 | 43 | 163,018 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss/income |
— | — | -176,702 | — | — | — | -176,702 | 1,143 | -175,559 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total comprehensive loss/income |
— | — | -176,702 | 52,627 | 110,449 | -100 | -13,727 | 1,186 | -12,541 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Change in non-controlling interests |
— | — | -20 | — | — | — | -20 | -85 | -105 | |||||||||||||||||||||||||||
| Dividends |
— | — | -19,950 | — | — | — | -19,950 | -1,140 | -21,090 | |||||||||||||||||||||||||||
| Share-based payments |
— | -413 | — | — | — | — | -413 | — | -413 | |||||||||||||||||||||||||||
| Gains/losses from hedges reclassified to inventories |
— | — | — | — | — | 158 | 158 | — | 158 | |||||||||||||||||||||||||||
| Reclassification of actuarial losses within equity in accordance with IAS 19.122 |
— | — | -47,035 | — | 47,035 | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance as of December 31, 2024 |
249,375 | 570,007 | 534,183 | 326,015 | 38,705 | -4,540 | 1,713,743 | 6,972 | 1,720,714 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 5 |
Consolidated financial statements
| Accumulated other comprehensive income | ||||||||||||||||||||||||||||||||||||
| (€ thousand) |
Subscribed capital of Klöckner & Co SE |
Capital reserves of Klöckner & Co SE |
Retained earnings | Currency translation adjustments |
Actuarial gains and losses (IAS 19) |
Fair value adjustments of financial instruments |
Equity attributable to the shareholders of Klöckner & Co SE |
Non-controlling interests |
Total | |||||||||||||||||||||||||||
| Balance as of January 1, 2025 |
249,375 | 570,007 | 534,183 | 326,015 | 38,705 | -4,540 | 1,713,743 | 6,972 | 1,720,714 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||||||||||||||
| Foreign currency translation |
— | — | — | -92,600 | — | — | -92,600 | — | -92,600 | |||||||||||||||||||||||||||
| Gains/losses from cash flow hedges |
— | — | — | — | — | -1,981 | -1,981 | — | -1,981 | |||||||||||||||||||||||||||
| Financial assets measured at fair value |
||||||||||||||||||||||||||||||||||||
| through other comprehensive income |
— | — | — | — | — | -66 | -66 | — | -66 | |||||||||||||||||||||||||||
| Actuarial gains and losses (IAS 19) |
— | — | — | — | 16,095 | — | 16,095 | 31 | 16,126 | |||||||||||||||||||||||||||
| Reclassification through profit and loss due to the sale of foreign subsidiaries |
— | — | — | 19,625 | — | — | 19,625 | — | 19,625 | |||||||||||||||||||||||||||
| Deferred taxes recognized in other comprehensive income |
— | — | — | — | -4,088 | — | -4,088 | -7 | -4,095 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Other comprehensive loss/income |
— | — | — | -72,975 | 12,007 | -2,047 | -63,015 | 24 | -62,991 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net loss/income |
— | — | -53,641 | — | — | — | -53,641 | 255 | -53,386 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total comprehensive loss/income |
— | — | -53,641 | -72,975 | 12,007 | -2,047 | -116,656 | 278 | -116,378 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Change in non-controlling interests |
— | — | -417 | 50 | — | — | -366 | -952 | -1,318 | |||||||||||||||||||||||||||
| Dividends |
— | — | -19,950 | — | — | — | -19,950 | — | -19,950 | |||||||||||||||||||||||||||
| Share-based payments |
— | -1,386 | — | — | — | — | -1,386 | — | -1,386 | |||||||||||||||||||||||||||
| Gains/losses from hedges reclassified to inventories |
— | — | — | — | — | 548 | 548 | — | 548 | |||||||||||||||||||||||||||
| Reclassification of actuarial losses within equity in accordance with IAS 19.122 |
— | — | 10 | — | -10 | — | — | — | — | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance as of December 31, 2025 |
249,375 | 568,622 | 460,185 | 253,090 | 50,702 | -6,040 | 1,575,933 | 6,298 | 1,582,231 | |||||||||||||||||||||||||||
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|||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 6 |
Consolidated financial statements
Notes to the consolidated financial statements
of Klöckner & Co SE, Düsseldorf, as of December 31, 2025 and 2024
| 1. | Company information |
Klöckner & Co SE is a listed corporation whose registered domicile is Düsseldorf, Germany. It is entered in the commercial register of Düsseldorf Local Court under HRB 109982.
The consolidated financial statements of Klöckner & Co SE, as the ultimate parent company, and its subsidiaries (the Klöckner & Co Group) were authorized for issuance by the Management Board on August 7, 2026. The Supervisory Board’s responsibility is to examine the consolidated financial statements and to issue a statement as to whether it approves them.
| 2. | Basis of accounting |
The consolidated financial statements as of December 31, 2025 and 2024 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by IASB. All binding IFRS and the associated interpretations of the IFRS Interpretations Committee (IFRIC) as of December 31, 2025 have been applied.
The financial statements of the companies included in the consolidated financial statements, all of which have been prepared as of the reporting date of the consolidated financial statements, are based on uniform accounting policies.
The consolidated financial statements are prepared in euros. Unless otherwise indicated, all amounts are stated in thousands of euros (€ thousand). There may be discrepancies relative to the unrounded figures.
The consolidated financial statements were prepared on a historical cost basis with the exception of certain financial instruments, which are measured at fair value, and of the net defined benefit liability, which is measured at the present value of the defined benefit obligation less the fair value of plan assets.
| 3. | Basis of consolidation and consolidation methods |
Basis of consolidation
The consolidated financial statements incorporate the financial statements of Klöckner & Co SE and the companies it controls (subsidiaries).
The financial statements of subsidiaries acquired or divested during the fiscal year are included in the consolidated financial statements from the date when control is obtained to the date when control is lost.
Intra-Group receivables, liabilities, balances, income and expenses are eliminated in consolidation. Deferred taxes are recognized for consolidation adjustments, and deferred tax assets and liabilities are offset against each other where they relate to taxes levied by the same taxation authority and to the same period.
The number of consolidated companies changed as follows during the year under review:
| 2025 | 2024 | |||||||
| Consolidated entities at the beginning of the fiscal year*) |
42 | 55 | ||||||
| + Business combinations |
3 | 1 | ||||||
| – Divestments |
-2 | -13 | ||||||
| – Spin-offs |
1 | — | ||||||
| – Mergers |
-1 | -1 | ||||||
| – Liquidations |
— | — | ||||||
|
|
|
|
|
|||||
| Consolidated entities at the end of the fiscal year*) |
43 | 42 | ||||||
|
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|
|
|
|||||
| thereof domestic entities including Klöckner & Co SE |
12 | 11 | ||||||
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|
|||||
| *) | Including consolidated special-purpose entities. |
A list of affiliated companies included in the consolidated financial statements is attached as an annex to the notes.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 7 |
Consolidated financial statements
Special-purpose entities
One special-purpose entity exists in connection with the Group’s European asset-backed securitization program (ABS program). The interests in the special-purpose entity are held by an independent and privately owned service company that is responsible for accounting in the parent. The entity purchases merchandise receivables from the subsidiaries participating in the ABS program on contractually agreed terms, financing the purchases with conduit credits refinanced by commercial paper issues or loans granted by the banks involved. The rating required for the commercial paper is ensured by maintaining accounts receivable reserves and meeting performance indicators.
The extent to which this program is used depends on the amount of receivables and the monthly development of the cash flow requirements. This decision is the responsibility of Klöckner & Co SE.
Klöckner & Co SE is contractually responsible for payment execution, reporting, management of the purchased receivables, including credit management and collection of receivables in the special-purpose entity. In addition, Klöckner & Co SE determines the factor that a subsidiary is required to pay in order to cover all running costs of the special-purpose entity. The special-purpose entity is controlled by Klöckner & Co SE and is therefore included in the consolidated financial statements. It is subject to control due to the fact that the Group is exposed to variable returns from the special-purpose entity and is able to influence those returns with its control over the entity.
The companies participating in the program continue to be assigned responsibility by Klöckner & Co SE for collection and receivables management, and bear all related costs but receive corresponding remuneration. They also cover the running costs of the special-purpose entity.
For further information on the ABS program, see Note 18 (Trade receivables) and Note 26 (Financial liabilities).
| 4. | Acquisitions and disposals |
The group structure changed in fiscal year 2025 as listed below as a result of acquisitions and disposals, with corresponding impacts on the presentation of the results of operations, financial position and net assets.
Acquisitions 2025
In March 2025, Kloeckner Metals Corporation, Wilmington, Delaware, USA, acquired Haley Tool & Stamping Inc., Tennessee, USA. With 18 employees, the company generated sales of around USD 2.6 million in 2024. Assets of USD 1.7 million and liabilities of USD 0.6 million were acquired with a purchase price of USD 1.5 million. This resulted in goodwill of USD 0.5 million. Through this acquisition, Klöckner & Co has expanded its processing capabilities in the USA with regard to stamping. The company was merged with its parent company in the month of the acquisition. The goodwill arising from the acquisition of Haley relates to expected synergies from integrating the company concerned into the existing service portfolio of the Kloeckner Metals Americas segment. The resulting goodwill is tested at the level of the CGU USA. The goodwill in the amount of USD 0.5 million (€0.4 million) in the USA CGU is deductible for tax purposes.
As of June 2, 2025, Kloeckner Metals Germany GmbH, Düsseldorf, Germany, acquired Ambo-Stahl-Gesellschaft Gerhard Sevenich GmbH & Co KG, Cologne, Germany, together with Ambo-Stahl Handelsgesellschaft mit beschränkter Haftung, Cologne, Germany (now Ambo Stahl GmbH), expanding its service portfolio in the area of highly wear-resistant steels and the defense sector. In addition to various machining processes, Ambo Stahl GmbH specializes in wear-resistant and high-tensile special steels, high-security and armor steel and generated sales of €7.0 million in the 2024/25 fiscal year with 23 employees. At a purchase price of €3.4 million and acquired assets of €5.4 million and liabilities of €0.8 million, the fair value of the acquired net assets exceeded the purchase price by €1.2 million, which was accounted for in profit or loss as a bargain purchase (“lucky buy”) gain. This positive negotiation outcome was achieved because the company was looking for a strategic partner to support its customers in building strong value chains to bolster Europe’s defense capabilities and infrastructure development through investment and sharing of expertise, and to lay a basis for future growth in the strategically increasingly important defense sector.
Debrunner Koenig Group, Switzerland, acquired Simfloc AG, Frauenkappelen, Switzerland, with the transaction closing as of June 2, 2025. Simfloc AG specializes in the assembly of pre-wall systems, cladding, flocking, fire protection and insulation. This makes the Debrunner Koenig Group the first full-service provider of building installations in Switzerland. In 2024, the company generated sales of CHF 1.7 million with 17 employees. The consideration amounted to €0.7 million. The payment of a partial amount of CHF 250 thousand (€266 thousand) is based on contractually agreed earnings targets for the years 2025 to 2028. The buyer will receive a maximum of CHF 62.5 thousand (€66 thousand) per year if the targets are fully achieved, a proportionately smaller amount provided that a specified lower limit is exceeded, and otherwise no payment. In the preliminary purchase price allocation, the acquired assets amounted to €1.5 million and the liabilities to €0.7 million.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 8 |
Consolidated financial statements
The acquisition date fair values of the acquired assets and liabilities of the companies acquired in 2025 are shown in the following table:
| (€ thousand) |
Haley | Ambo Stahl | Simfloc | Total impact | ||||||||||||
| Assets |
||||||||||||||||
| Other intangible assets |
— | 425 | 717 | 1,142 | ||||||||||||
| thereof customer relationships |
— | — | 717 | 717 | ||||||||||||
| thereof software |
— | 8 | — | 8 | ||||||||||||
| Property, plant and equipment |
732 | 1,675 | 93 | 2,499 | ||||||||||||
| Inventories |
281 | 2,266 | 257 | 2,804 | ||||||||||||
| Trade receivables |
582 | 858 | 347 | 1,788 | ||||||||||||
| Other current assets |
— | 234 | 26 | 260 | ||||||||||||
| Cash and cash equivalents |
28 | 57 | 23 | 108 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets acquired |
1,623 | 5,515 | 1,463 | 8,600 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||||||
| Pension provisions |
— | — | 49 | 49 | ||||||||||||
| Non-current financial liabilities |
— | 78 | 175 | 253 | ||||||||||||
| Deferred tax liabilities |
173 | — | 154 | 327 | ||||||||||||
| Other non-current liabilities |
— | 17 | — | 17 | ||||||||||||
| Other current provisions and accrued liabilities |
2 | 131 | 28 | 160 | ||||||||||||
| Trade payables |
415 | 254 | 164 | 833 | ||||||||||||
| Current financial liabilities |
— | 143 | — | 143 | ||||||||||||
| Other current liabilities |
22 | 215 | 164 | 401 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities assumed |
612 | 838 | 734 | 2,184 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net assets acquired |
1,011 | 4,677 | 729 | 6,417 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Consideration |
1,452 | 3,337 | 729 | 5,518 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Goodwill |
441 | — | — | 441 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Negative goodwill |
— | 1,340 | — | 1,340 | ||||||||||||
| Consideration settled in cash and cash equivalents |
1,452 | 3,337 | 463 | 5,252 | ||||||||||||
| Consideration/ deferred purchase price |
— | — | 266 | 266 | ||||||||||||
No significant uncollectible receivables were taken over in the acquisitions.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 9 |
Consolidated financial statements
The acquired companies have contributed as follows to net income since the acquisition date:
| (€ thousand) |
Haley | Ambo Stahl | Simfloc | Total impact | ||||||||||||
| Contribution to revenue since initial consolidation |
1,697 | 3,905 | 1,298 | 6,900 | ||||||||||||
| Contribution to net income since initial consolidation |
-1,447 | -555 | -91 | -2,093 | ||||||||||||
| Gross carrying amounts of contractual trade receivables |
582 | 868 | 347 | 1,757 | ||||||||||||
| Transaction costs (other operating expenses) |
77 | 308 | 91 | -476 | ||||||||||||
Had the acquisitions been included in the consolidated financial statements from the beginning of the fiscal year, Group sales would have been €6,384 million and net income would have been a negative €54 million. In determining these figures, management assumed that the fair values determined at the acquisition date would also have applied in the case of an acquisition on January 1, 2025.
Divestments, mergers and liquidations 2025
Effective March 31, 2025, Klöckner & Co SE sold its interests in Kloeckner Metals Brasil Ltda, São Paulo, Brazil, from the Kloeckner Metals Americas segment. Assets of €9 million and liabilities of €10 million were transferred in this connection. The company contributed €5 million, or around 0.08%, to consolidated sales in 2025. Even without the exchange rate-related loss of €19.4m on disposal, its share of operating net income in 2025 was a negative €1.4 million due to the difficult economic environment in Brazil.
Kloeckner Metals Service Center de Mexico S. de R.L. de C.V., Monterrey, Mexico, sold its interest in Naflex, S. de R.L. de C.V., San Nicolas de los Garza, Mexico, effective December 19, 2025. Assets of €2 million and liabilities of €0.3 million were transferred in this connection. The company’s sales in fiscal year 2025 amounted to €3.8 million, or 0.06% of consolidated revenue, with a contribution of €0.5 million to operating income.
The loss on disposal is as follows:
| (€ thousand) |
Brazil | Naflex | Jan. 1 – Dec. 31, 2025 | |||||||||
| Consideration paid = remuneration (cash) |
-693 | 1,505 | 811 | |||||||||
| Carrying amount of net assets sold |
-1,107 | 1,747 | 640 | |||||||||
| Gain on disposal before tax and reclassification of currency translation reserve |
445 | -242 | 203 | |||||||||
| Reclassification of currency translation reserve |
-19,568 | -56 | -19,625 | |||||||||
| Transaction costs |
-250 | -47 | -297 | |||||||||
|
|
|
|
|
|
|
|||||||
| Loss on disposal after income taxes |
-19,374 | -345 | -19,719 | |||||||||
|
|
|
|
|
|
|
|||||||
As part of the Group’s Focus on higher value-added business and the service center business, the decision was made early in the second half-year to sell seven US distribution sites. Under an asset deal signed on September 28, 2025, the US subsidiary Kloeckner Metals Corporation in the Kloeckner Metals Americas segment sold seven distribution sites to Russel Metals (USA) Inc., USA. As they were classified as a disposal group under IFRS 5, the carrying amounts of the assets were remeasured in accordance with IAS 36. This did not result in any change in the carrying amounts. As of September 30, 2025, the assets and liabilities of the disposal group were presented as assets and liabilities held for sale. The sales process was closed December 31, 2025. In connection with the preliminary determination of the purchase price at the time of closing, the buyer paid Klöckner & Co a preliminary purchase price (consideration paid) of USD 102 million (€87 million). As the final determination of the individual purchase price components under the purchase agreement has not yet been completed, the purchase price remains subject to change. The preliminary purchase price based on the current status of negotiation is USD 95 million (€81 million), resulting in an amount of USD 7 million (€6 million) being recognized as a liability as of December 31, 2025 for repayment to the acquirer within 90 days of the closing date. Assets of USD 128 million (€109 million) and liabilities of USD 62 million (€53 million) were transferred, resulting in net assets of USD 66 million (€56 million) and gross disposal proceeds of USD 29 million (€25 million). Taking into account transaction costs of USD 4 million (€3 million), the net disposal gain was USD 25 million (€23 million).
In addition to the sale of the disposal group, a distribution site in the USA was sold to Service Steel Warehouse, Houston, USA, for a sale price (consideration paid) of USD 10 million (€9 million). Taking into account asset disposals of USD 7 million, the gross sales proceeds were USD 3 million (€3 million), or USD 2.5 million (€2 million) after transaction costs.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 10 |
Consolidated financial statements
| 5. | Significant accounting policies |
Currency translation
Transactions in foreign currency are translated at the transaction date exchange rate. Monetary items are translated at the reporting date exchange rate. Translation differences arising on the measurement of monetary assets (except exchange differences on net investments) or of monetary liabilities are recognized, regardless of any hedging, in profit or loss as part of other operating income or expenses.
In accordance with the functional currency approach, the annual financial statements of foreign Group companies prepared in foreign currency are translated into euros by the modified current rate method. All subsidiaries conduct their business independently in their domestic markets. As such, the functional currency is generally the local currency with the exception of the Mexican subgroup, whose functional currency is the US dollar. The assets and liabilities of subsidiaries are translated at the reporting date closing exchange rate. Income and expenses are translated at the transaction date exchange rate, approximated as the average exchange rate for the reporting period. All translation differences are recognized in other comprehensive income and are not recognized in profit or loss until the period of a subsidiary’s disposal.
The exchange rates for the Group’s main currencies changed as follows:
| Closing rate | Average rate | |||||||||||||||
| €1 = |
December 31, 2025 |
December 31, 2024 |
Jan. 1 – Dec. 31 2025 |
Jan. 1 – Dec. 31 2024 |
||||||||||||
| Swiss Franc (CHF) |
0.9314 | 0.9412 | 0.9370 | 0.9526 | ||||||||||||
| US Dollar (USD) |
1.1750 | 1.0389 | 1.1300 | 1.0824 | ||||||||||||
Impairments
The Group assesses at each reporting date whether there is any indication that intangible assets or property, plant and equipment may be impaired. If there is an indication that an asset may be impaired, its recoverable amount is measured in order to determine the size of any impairment loss to be recognized. The recoverable amount is the greater of fair value less costs of disposal and value in use. In the event that a recoverable amount for the specific asset cannot be estimated, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs. If an impairment loss recognized in prior periods for an asset other than goodwill no longer exists or has decreased, the carrying amount of the asset or cash-generating unit is increased through profit or loss to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years.
Goodwill arising in business combinations is tested for impairment at least annually. The impairment test is performed at the level of the CGU to which the goodwill has been assigned. In the Klöckner & Co Group, the USA, Mexico and Switzerland CGUs have a goodwill asset. Goodwill is tested for impairment as of December 31 of the fiscal year or whenever there is an indication that it may be impaired. If the carrying amount exceeds the recoverable amount, a goodwill impairment is recognized in the amount of the difference and cannot be reversed in subsequent periods.
The recoverable amount is the greater of fair value less costs of disposal and value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or CGU. Value in use and fair value less costs of disposal are determined using a DCF approach. The estimated cash flows are based on the Company’s current four-year business plan and management’s estimates for each business unit. The cost of capital used reflects the risk specific to the underlying business and the country in which the business operates. The interest rates are based among other things on a peer group analysis. The composition of the peer group is regularly reviewed and modified as necessary.
For CGUs whose recoverable amount is less than their carrying amount, fair values are determined at the level of individual assets. Detailed information is provided in NOTE 16 A) (INTANGIBLE ASSETS) and 16 B) (PROPERTY, PLANT AND EQUIPMENT). Depending on future changes in those fair values, additional impairment losses and impairment reversals cannot be ruled out.
Impairment losses are presented separately in the income statement under depreciation and amortization.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 11 |
Consolidated financial statements
Government grants and government assistance
Grants are recognized in profit or loss over the periods in which the related costs are recognized in expense.
Government grants related to assets – mainly property, plant and equipment – are deducted from the cost of the asset.
Government grants that become receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support with no future related costs are recognized in profit or loss as other operating income in the period in which they become receivable for the Group.
Presentation of the consolidated statement of financial position and consolidated statement of income
Individual items have been combined in the consolidated statement of financial position and the consolidated statement of income; further information is provided separately in these Notes. Assets and liabilities expected to be realized or settled within one year are classified as current.
The consolidated statement of income is prepared according to the nature of expense method.
Estimates, judgments and assumptions
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual amounts may differ from these estimates.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognized in the period of the change if the change affects that period only. If more than one period is affected, the change is reflected in the period of the revision and subsequent periods.
Material judgments, estimates and assumptions are required in the following areas:
| Note | ||||
| Judgments |
||||
| – | Determination of scope of consolidation in relation to special-purpose entities, where there is no majority of voting rights or capital | 3 | ||
| – | Assessment of intangible assets and property, plant and equipment for triggering events for an impairment | 16 (a), (b), (c), (d) | ||
| Estimates and assumptions |
||||
| – | Measurement of intangible assets and property, plant and equipment acquired in a business combination within the meaning of IFRS 3 | 4 | ||
| – | Determination of the fair values or expected sales proceeds of a disposal group of discontinued operations in accordance with IFRS 5 | 16 (b), 21 | ||
| – | Measurement of the net realizable value for inventories | 17 | ||
| – | Estimates, made in impairment testing, of expected useful lives, assumptions about macroeconomic conditions and industry trends and estimates on which the determination of the recoverable amount was based | 16 | ||
| – | Recognition and measurement of tax receivables related to the assessment of whether sufficient taxable income is available | 14 | ||
| – | Assumptions regarding discount rates, mortality rates and, where applicable, expected returns on plan assets for the measurement of provision for pensions and similar obligations | 24 | ||
| – | Recognition and measurement of other provisions and contingent liabilities | 25 | ||
Accounting effects of climate change
Information on the accounting consideration of climate-related aspects and on their influence on the estimates and assumptions made in preparation of the financial statements can be found in particular in the additional explanations in the notes to the consolidated financial statements under Notes 6 (SPECIAL ITEMS AFFECTING THE RESULTS), 7 (SALES), 8 (OTHER OPERATING INCOME), 10 (PERSONNEL EXPENSES), 11 (OTHER OPERATING EXPENSES), 16 (INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT) and 19 (OTHER FINANCIAL AND NON-FINANCIAL ASSETS).
In this connection, Klöckner & Co keeps an attentive watch on legislation relating to climate change.
Impact of the introduction of global minimum taxation
In December 2021, the OECD published guidelines for a new global minimum tax framework. The EU member states agreed on an EU directive to implement this in December 2022. In Germany, the global minimum taxation rules came into effect by way of the Minimum Tax Act on December 28, 2023. Under this act, the Klöckner & Co Group is subject to the German global minimum taxation rules starting in fiscal year 2024. On the basis of the calculation performed for all country units in 2025, there is no tax burden from the global minimum taxation rules.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 12 |
Consolidated financial statements
New accounting standards and interpretations
The following standards were applied for the first time in fiscal year 2025:
| Standard/Interpretation |
||||
| Amendments to IAS 21 – Lack of Exchangeability |
||||
Application of the amendments had no material impact on the consolidated financial statements of Klöckner & Co SE.
The table below lists the published standards and interpretations not yet applied in the Klöckner & Co Group:
| Standard/Interpretation |
Mandatory application | |||
| Endorsed by the EU until authorization date for issuance |
||||
| Annual improvement project – Improvements to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 |
2026 | |||
| Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments |
2026 | |||
| IFRS 18 – Presentation and Disclosure in Financial Statements |
2027 | |||
| EU endorsement outstanding |
||||
| IFRS 19 – Subsidiaries without Public Accountability: Disclosures |
2027 | |||
| Amendments to IFRS 19 |
2027 | |||
Early application of these standards is permitted but not planned. The Group currently expects that – except for the introduction of IFRS 18 – the application of the new standards, interpretations and amendments will have no material effects on the consolidated financial statements.
IFRS 18 will replace IAS 1 in the future and introduces new requirements that are intended to improve comparability of financial performance between similar entities and provide more relevant information to users of financial statements. Although IFRS 18 will not have an impact on the recognition or measurement of items in the financial statements, it will have a significant impact on the structure of and presentation in the income statement. This relates in particular to the division of the income statement into operating, investment and financing-related income and expenses. In addition, the standard introduces two mandatory subtotals, “operating profit or loss” and “profit or loss before financing and income taxes”. The income statement items “earnings before taxes” and “profit or loss from discontinued operations” remain unchanged. Further changes relate to the structure of the cash flow statement. The option to report interest received and paid in cash flow from operating activities has been removed here. In the future, this will be reported in cash flow from investing activities. Additionally, the notes must include additional disclosures, such as a quantitative and qualitative reconciliation of changes under IFRS 18. There is also a requirement for information on management-defined performance measures (MPMs).
The Group will apply the new standard from January 1, 2027 when its application becomes mandatory. Due to retrospective application, the comparative information for 2026 will also be restated in accordance with IFRS 18. In fiscal year 2025, we assessed the effects of IFRS 18 based on the figures for 2024. The assessment of activities required by the standard did not identify investing in assets or providing financing to customers as a (specified) main business activity for Klöckner. Based on the assessments made, and with no change in business activities, we expect a moderate net result in the financing category (low single-digit millions). For the financing category, we expect a similar amount to those previously reported as finance expenses.
We have begun but not completed an assessment of our current key performance indicators for whether they qualify as MPMs. Future changes to the current key performance indicators (EBIT, EBITDA and EBITDA before special effects) cannot be ruled out.
The project to implement IFRS 18 will be continued in fiscal year 2026.
Non-current assets held for sale, disposal groups and discontinued operations
An individual non-current asset is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. Assets and liabilities are presented as a disposal group if they are to be sold or otherwise disposed of as a group in a single transaction and collectively meet the criteria specified in IFRS 5 Non-current Assets held for Sale and Discontinued Operations. The assets and liabilities of a disposal group are presented separately in the statement of financial position under “Assets held for sale” and “Liabilities directly associated with assets classified as held for sale.” A disposal group is classified as a discontinued operation if the components of the disposal group represent a separate major line of business or geographical area of operations that is part of a single coordinated plan to dispose of such a line of business or area of operations. The profit or loss of discontinued operations is recognized in the period in which it arises and is presented separately in the income statement under “Discontinued operations (after taxes).”
A disposal group is first measured with its assets in accordance with the relevant IFRS standards. However, individual assets in the disposal group cease to be depreciated or amortized. The resulting carrying amount of the group is then compared with its fair value less costs to sell in order to determine the lower amount for measurement. Impairment losses due to first-time classification as assets held for sale are recognized in profit or loss, as are subsequent impairment losses and impairment reversals.
In the Klöckner & Co Group, the France, United Kingdom, the Netherlands and Belgium CGUs are classified as discontinued operations as a disposal group with effect from December 1, 2023 (see also Note 21 for further information). The disposals were successfully completed with a closing date in first quarter of 2024. The effective date of disposal was February 29, 2024.
In the income statement, the results of the components of this disposal group are presented under discontinued operations. In the statement of cash flows, the cash flows from discontinued operations are presented separately from the cash flows from continuing operations and the prior-period figures have been restated accordingly.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 13 |
Consolidated financial statements
Notes to the consolidated statement of income
| 6. | Special items affecting the results |
Financial reporting impact of geopolitical uncertainties and risks
There has been no material change in the assessment of geopolitical and trade-related uncertainties, including the war in Ukraine, conflicts in the Middle East and global trade restrictions. While Klöckner & Co has limited direct exposure to such developments, market demand and pricing continue to be affected by the broader macroeconomic environment. This was reflected, among other things, in inventory valuation effects, with inventory write-downs under IAS 2 being €7 million lower as of December 31, 2025 due to the depletion of inventories written down in prior periods (please refer to NOTE 17 – INVENTORIES to the consolidated financial statements). If the general economic situation changes in future periods, demand and hence price movements may result in inventory write-downs or the reversal of previous inventory write-downs.
Partly in light of this, for the notes to the financial statements, we have conducted impairment tests on critical assets comprising goodwill, INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT (NOTE 16), INCOME TAXES (NOTE 14) and TRADE RECEIVABLES AND CONTRACT ASSETS (NOTE 18). Please also refer in this connection to our explanatory notes on FINANCIAL RISK MANAGEMENT (NOTE 31).
| 7. | Sales |
Accounting policies
Revenue from sales of goods are recognized when control has transferred to the buyer. This mostly coincides with the delivery date. Revenues from contracts with customers are only recognized otherwise than at the time of delivery if the buyer already has control before delivery or if control transfers over time. Sales are reported net of allowances such as commissions, trade discounts and rebates, which are determined by estimation if necessary.
The Klöckner & Co Group operates in the distribution business, the steel service center business and higher value-added business.
Distribution business generally consists of selling material, with little or no processing, to customers out of a stockyard and deliveries in consignment stock on customer premises. Revenue from such transactions is recognized on delivery or collection of the goods.
Steel service center sales primarily entail the processing of coil into various sheet metal products.
Higher value-added business is characterized by goods that have higher margins due to the nature of the product (including aluminum and stainless steel) or that undergo extensive processing prior to delivery to the customer. Such processing is carried out, for example, in multiple processing steps including laser cutting and welding, sawing and drilling. Revenue from such transactions is recognized on delivery of the processed goods to a customer. This category also includes sales of technical products in Switzerland.
Payment terms vary from customer to customer. Frequent payment terms are 30 days net, 60 days net and the 15th of the month following delivery.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 14 |
Consolidated financial statements
The Group’s external sales are broken down by region (customer headquarters) as follows:
| 2025 |
||||||||||||
| (€ thousand) | Kloeckner Metals Americas |
Kloeckner Metals Europe |
Total | |||||||||
| Germany |
— | 1,126,395 | 1,126,395 | |||||||||
| EU excluding Germany |
— | 386,315 | 386,315 | |||||||||
| Switzerland |
— | 1,036,685 | 1,036,685 | |||||||||
| Rest of Europe |
— | 12,721 | 12,721 | |||||||||
| USA |
3,160,633 | 8,408 | 3,169,041 | |||||||||
| Rest of North America |
— | 104 | 104 | |||||||||
| Mexico |
565,932 | 303 | 566,235 | |||||||||
| Rest of Central and South America |
5,148 | 9,698 | 14,846 | |||||||||
| Asia/Australia |
— | 65,869 | 65,869 | |||||||||
| Africa |
— | 1,944 | 1,944 | |||||||||
|
|
|
|
|
|
|
|||||||
| Sales |
3,731,713 | 2,648,441 | 6,380,154 | |||||||||
|
|
|
|
|
|
|
|||||||
| 2024 |
||||||||||||
| (€ thousand) | Kloeckner Metals Americas |
Kloeckner Metals Europe |
Total | |||||||||
| Germany |
— | 1,257,775 | 1,257,775 | |||||||||
| EU excluding Germany |
— | 369,033 | 369,033 | |||||||||
| Switzerland |
— | 1,033,022 | 1,033,022 | |||||||||
| Rest of Europe |
— | 12,391 | 12,391 | |||||||||
| USA |
3,302,257 | 725 | 3,302,983 | |||||||||
| Mexico |
582,469 | 77 | 582,546 | |||||||||
| Rest of Central and South America |
32,422 | 13,412 | 45,834 | |||||||||
| Asia/Australia |
— | 28,611 | 28,611 | |||||||||
|
|
|
|
|
|
|
|||||||
| Sales |
3,917,148 | 2,715,045 | 6,632,193 | |||||||||
|
|
|
|
|
|
|
|||||||
The Group’s sales by type of business are as follows:
| 2025 |
||||||||||||
| (€ thousand) | Kloeckner Metals Americas |
Kloeckner Metals Europe |
Total | |||||||||
| Higher value-added business |
980,476 | 1,670,297 | 2,650,773 | |||||||||
| Service center business |
1,978,227 | 531,822 | 2,510,049 | |||||||||
| Distribution business |
773,010 | 446,322 | 1,219,332 | |||||||||
|
|
|
|
|
|
|
|||||||
| External sales |
3,731,713 | 2,648,441 | 6,380,154 | |||||||||
|
|
|
|
|
|
|
|||||||
| 2024 |
||||||||||||
| (€ thousand) | Kloeckner Metals Americas |
Kloeckner Metals Europe |
Total | |||||||||
| Higher value-added business |
1,018,225 | 1,649,798 | 2,668,023 | |||||||||
| Service center business |
2,114,461 | 576,356 | 2,690,817 | |||||||||
| Distribution business |
784,463 | 488,891 | 1,273,354 | |||||||||
|
|
|
|
|
|
|
|||||||
| External sales |
3,917,148 | 2,715,045 | 6,632,193 | |||||||||
|
|
|
|
|
|
|
|||||||
Sales include taxonomy-eligible sales of €21 million (2024: €4 million), mainly from the sale of steel scrap for reuse and recycling. Taxonomy-eligible sales are sales that are eligible to be classified as environmentally sustainable under the rules of the EU Taxonomy.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 15 |
Consolidated financial statements
| 8. | Other operating income |
| (€ thousand) |
2025 | 2024 | ||||||
| Income from asset disposals |
||||||||
| – Non-current assets held for sale (special effect) |
29,131 | — | ||||||
| – Intangible assets and property, plant and equipment (special effect) |
604 | 978 | ||||||
| – Intangible assets and property, plant and equipment |
388 | 1,930 | ||||||
| Foreign currency exchange gains |
6,091 | 4,979 | ||||||
| Income from amounts charged on for IT services to sold business activities |
4,989 | 8,470 | ||||||
| Income from acquisitions (excess of acquired net assets over acquisition costs – negative goodwill = lucky buy) |
1,340 | — | ||||||
| Income from Hurricane Helene insurance payouts (special effect) |
907 | 6,315 | ||||||
| Indemnification payments received |
197 | 246 | ||||||
| Income from the sale of IP addresses |
— | 2,303 | ||||||
| Other income |
13,498 | 12,309 | ||||||
|
|
|
|
|
|||||
| Other operating income |
57,145 | 37,530 | ||||||
|
|
|
|
|
|||||
The income from the disposal of non-current assets held for sale relates to the sale of eight warehouse sites in the US (see NOTE 4 (ACQUISITIONS AND DISPOSALS) in the notes to the consolidated financial statements).
A number of hurricanes caused significant damage at sites in the Kloeckner Metals Americas segment in fiscal year 2024, which was largely covered by insurance reimbursements. Further reimbursements were received in fiscal year 2025. Further information is included in NOTE 6 (SPECIAL ITEMS AFFECTING THE RESULTS) in the notes to the consolidated financial statements.
| 9. | Cost of materials |
| (€ thousand) |
2025 | 2024 | ||||||
| Cost of materials, supplies and purchased merchandise |
5,177,724 | 5,475,239 | ||||||
| Cost of purchased services |
2,855 | 2,481 | ||||||
|
|
|
|
|
|||||
| Cost of materials |
5,180,578 | 5,477,720 | ||||||
|
|
|
|
|
|||||
| 10. | Personnel expenses |
| (€ thousand) |
2025 | 2024 | ||||||
| Wages and salaries |
472,788 | 448,185 | ||||||
| Social security contributions (including welfare benefits) |
86,087 | 79,405 | ||||||
| Retirement benefit cost |
22,749 | 8,252 | ||||||
| Restructuring expenses/income (special effect) |
8,237 | 6,627 | ||||||
| One-off expenses for takeover offer (special effect) |
3,654 | — | ||||||
|
|
|
|
|
|||||
| Personnel expenses |
593,514 | 542,469 | ||||||
|
|
|
|
|
|||||
On a currency-adjusted basis, personnel expenses in fiscal year 2025 amount to €604 million, compared to €542 million in the prior year, and show an increase by 11.3%, mainly due to higher wage and salary expenses and pension expenses. In addition, personnel expenses include one-off effects from restructuring expenses in the amount of €8 million (prior year: €7 million) and one-off expenses for share-based payments resulting from the share price increases following the rumors of the takeover offer by Worthington Steel on December 6, 2025, amounting to €4 million.
Wages and salaries include €0.3 million (2024: €0.9 million) in climate-related variable remuneration components for management, including the Management Board, that are measured on the basis of the reduction in CO2e emissions (Scope 1 and Scope 2 emissions) relative to the 2023 base year. Further information and explanatory notes on the targets for variable remuneration can be found in our remuneration report.
The average number of employees in the Klöckner & Co Group pursuant to Section 314 (1) 4 of the German Commercial Code (HGB) was as follows in the reporting year:
| 2025 | 2024 | |||||||
| Salaried employees |
3,845 | 3,894 | ||||||
| Wage earners |
2,515 | 2,389 | ||||||
| Apprentices |
157 | 157 | ||||||
|
|
|
|
|
|||||
| Employees |
6,517 | 6,440 | ||||||
|
|
|
|
|
|||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 16 |
Consolidated financial statements
| 11. | Other operating expenses |
| (€ thousand) |
2025 | 2024 | ||||||
| Forwarding cost |
172,171 | 169,030 | ||||||
| Third-party services |
102,285 | 104,320 | ||||||
| Fuels |
51,896 | 49,382 | ||||||
| Repairs, maintenance and other expenses for plant and buildings |
51,634 | 53,240 | ||||||
| Restructuring-related expenses from the disposal of consolidated subsidiaries |
||||||||
| (special effect) |
19,422 | — | ||||||
| Audit fees and consulting |
18,221 | 22,316 | ||||||
| Other restructuring expenses (special effect) |
16,565 | 6,789 | ||||||
| Other taxes |
14,519 | 13,866 | ||||||
| Other insurance |
14,096 | 12,960 | ||||||
| Travel expenses |
13,392 | 13,681 | ||||||
| Advertising and representation expenses |
6,395 | 7,114 | ||||||
| Postal charges and telecommunication |
6,336 | 6,789 | ||||||
| Foreign currency exchange losses |
6,226 | 6,922 | ||||||
| Credit insurance |
1,623 | 1,688 | ||||||
| Bad debt expenses |
1,034 | 1,807 | ||||||
| Losses from the disposal of property, plant and equipment/Hurricane Helene |
||||||||
| (special effect) |
— | 7,387 | ||||||
| Other expenses |
20,927 | 21,437 | ||||||
|
|
|
|
|
|||||
| Other operating expenses |
516,743 | 498,726 | ||||||
|
|
|
|
|
|||||
The other expenses mainly relate to fringe benefits, office supplies, incidental bank charges and membership fees. In addition, in the prior year, they include exceptional losses on the disposal of property, plant and equipment and current assets destroyed as a result of hurricane damage in the United States. The damage was largely covered by reimbursements from our insurance (please refer to NOTE 6 (SPECIAL ITEMS AFFECTING THE RESULTS) and NOTE 8 (OTHER OPERATING INCOME)).
| 12. | Income from investments |
Accounting policies
Dividends are recognized when the right to receive payment is legally established.
Income from investments comprises dividends and measurement gains/losses on unconsolidated affiliated companies and other investments and breaks down as follows:
| (€ thousand) |
2025 | 2024 | ||||||
| Dividends |
912 | 107 | ||||||
| Fair value changes from the measurement of equity instruments |
-2,477 | -1,714 | ||||||
|
|
|
|
|
|||||
| Income from investments |
-1,565 | -1,607 | ||||||
|
|
|
|
|
|||||
The changes in fair value from the measurement of equity instruments relate to investment by kloeckner.v GmbH in various venture capital companies.
| 13. | Financial result |
Accounting policies
Interest income is recognized pro rata temporis based on the outstanding principal amount and the applicable interest rate using the effective interest method.
| (€ thousand) |
2025 | 2024 | ||||||
| Interest income |
3,413 | 953 | ||||||
| Interest income from change in pension provisions |
3,365 | 1,360 | ||||||
|
|
|
|
|
|||||
| Finance income |
6,778 | 2,313 | ||||||
|
|
|
|
|
|||||
| Interest and similar expenses |
-46,278 | -58,774 | ||||||
| Interest cost for leases |
-6,672 | -4,731 | ||||||
| Expense from unwinding of discount on pension obligations |
-973 | -718 | ||||||
|
|
|
|
|
|||||
| Finance expenses |
-53,923 | -64,223 | ||||||
|
|
|
|
|
|||||
| Financial result |
-47,144 | -61,910 | ||||||
|
|
|
|
|
|||||
The financial result includes net interest expenses of €42,843 thousand (2024: €57,818 thousand), which were calculated and recognized using the effective interest method.
The decrease in interest and similar expenses is due to lower interest rates than in the prior year.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 17 |
Consolidated financial statements
| 14. | Income taxes |
Accounting policies
Income tax expense is the sum total of current and deferred tax expenses.
Current tax expense is calculated on the basis of taxable income for the fiscal year. Tax liabilities are measured at the amount for which payment to the taxation authorities is expected. The liabilities are measured at the tax rates that have been enacted by the reporting date.
Deferred taxes are calculated using the balance sheet liability method. They result from differences between the carrying amounts of assets and liabilities in the consolidated statement of financial position and their tax base (temporary differences) and from consolidation entries. No deferred taxes are recognized for goodwill on initial consolidation. Deferred taxes are measured based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
A deferred tax asset is also recognized for the carryforward of unused tax losses to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilized.
The carrying amount of a deferred tax asset is reviewed at each reporting date and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow part or all of deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and a previously unrecognized deferred tax asset is recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Klöckner & Co Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to set off and they relate to income taxes levied by the same taxation authority and current tax assets and tax liabilities are intended to be settled on a net basis.
Current and deferred taxes are recognized in profit or loss unless they relate to items that are recognized directly in equity or in other comprehensive income. In such cases, they are also charged or credited to equity or other comprehensive income.
Income taxes in the income statement
Income tax income/expense for the Klöckner & Co Group is as follows:
| (€ thousand) |
2025 | 2024 | ||||||
| Current income tax expense (+)/benefit (–) |
35,056 | 27,653 | ||||||
| thereof related to prior periods |
2,081 | -5,019 | ||||||
| thereof related to current period |
32,975 | 32,672 | ||||||
| Domestic |
1,512 | 1 | ||||||
| Foreign |
33,544 | 27,652 | ||||||
|
|
|
|
|
|||||
| Deferred tax expense (+)/benefit (–) |
490 | 34,588 | ||||||
|
|
|
|
|
|||||
| thereof related to temporary differences |
-4,709 | 4,199 | ||||||
| thereof related to loss carry forwards |
5,199 | 30,389 | ||||||
| Domestic |
4,273 | 37,718 | ||||||
| Foreign |
-3,783 | -3,130 | ||||||
|
|
|
|
|
|||||
| Income tax expense (+)/benefit (–) |
35,546 | 62,241 | ||||||
|
|
|
|
|
|||||
The combined income tax rate is 31.6% (2024: 31.9%), comprising corporate income tax (including solidarity surcharge) of 15.8% and trade tax for Klöckner & Co of 15.8%. Foreign tax rates vary between 9.0% and 34.0%.
The Company incurred current income tax of €35,056 thousand for the reporting year (2024: €27,653 thousand). It should be noted, however, that cross-border offsetting of tax profits and tax losses is not permitted. In particular, tax losses in individual countries cannot be offset against tax profits in other countries.
The Group operates in numerous different countries. Its income is therefore subject to various tax jurisdictions. Tax receivables, tax liabilities, temporary differences, tax loss carryforwards and the resulting deferred taxes must be determined separately for each taxable entity. Management is required to make estimates in calculating current and deferred taxes. Deferred tax assets can only be recognized to the extent that their realization is probable. The realization of deferred taxes notably depends on sufficient taxable income being available for the type of tax and tax jurisdiction concerned. Various factors must be taken into consideration when gauging the probability of the future flow of economic benefits, such as historical earnings, budgets, loss carryforward restrictions and tax planning strategies. The recognition of deferred taxes is assessed once again at each reporting date.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 18 |
Consolidated financial statements
IFRIC 23 clarifies the application of the recognition and measurement rules in IAS 12 in the event of uncertainty about the income tax treatment. Recognition and measurement require estimates and assumptions about such questions as to whether uncertain tax treatments are considered separately or together, whether the most likely value or the expected value method is used to resolve the uncertainty and whether there have been changes relative to the prior period. Detection risk is immaterial to the accounting of uncertain financial statement items. They are accounted for on the basis of the assumption that the tax authorities investigate the matter in question and have full knowledge of all relevant information.
The notes contain the following information on the estimates, assumptions and discretionary decisions. In addition, information on the potential effects of the uncertainty must be disclosed as a tax-related contingent liability in accordance with IAS 12.88.
There are no material effects on the consolidated financial statements of Klöckner & Co SE.
Expected tax income/expense is reconciled to actual tax income/expense as follows:
| (€ thousand) |
2025 | 2024 | ||||||
| Expected tax rate |
31.6 | % | 31.9 | % | ||||
| Earnings before taxes |
-17,840 | -83,456 | ||||||
| Expected tax expense/benefit at domestic tax rate |
-5,637 | -26,622 | ||||||
| Foreign tax rate differential |
-5,082 | -2,247 | ||||||
| Tax rate changes |
-289 | -174 | ||||||
| Tax reduction due to tax free income |
— | -1,493 | ||||||
| Tax increase due to non–deductible expenses |
28,167 | 23,368 | ||||||
| Current tax for prior periods |
2,080 | -5,018 | ||||||
| Current tax benefit resulting from previously unrecognized deferred tax assets on loss carryforwards and on temporary differences |
-5,777 | -8,271 | ||||||
| Tax increase due to non-recognition of deferred tax assets on loss carryforwards and deductible temporary differences including valuation allowances |
20,453 | 80,545 | ||||||
| Other income taxes |
— | 65 | ||||||
| Other tax effects |
1,631 | 2,088 | ||||||
|
|
|
|
|
|||||
| Current tax expense/income |
35,546 | 62,241 | ||||||
|
|
|
|
|
|||||
| Effective tax rate |
-199.3 | % | -74.6 | % | ||||
|
|
|
|
|
|||||
The negative actual tax rate of -199.3% in the fiscal year under review is below the expected combined income tax rate of 31.6% (prior year: 31.9%). This mainly relates to higher tax due to losses for which no deferred tax asset can be recognized and to non-deductible expenses from impairment losses on investments.
Taxes recognized directly in other comprehensive income
Current and deferred taxes are normally recognized in profit or loss, with the exception of taxes relating to items accounted for in other comprehensive income.
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Change in deferred tax assets and liabilities (net), not affecting net income |
-4,095 | -23,346 | ||||||
| thereof reported |
||||||||
| – in other comprehensive income |
-4,095 | -23,346 | ||||||
Deferred taxes on adjustments of pension provisions in other comprehensive income in accordance with IAS 19, net investment hedges and changes in the fair values of derivative financial instruments designated in hedge accounting are recognized directly in other comprehensive income.
The deferred tax liabilities relating to items accounted for in equity totaled €17,317 thousand at the end of the reporting year (2024: €13,229 thousand). In the reporting year, these relate in their entirety to pension obligations.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 19 |
Consolidated financial statements
Deferred tax assets and liabilities
Deferred tax assets and liabilities associated with items in the consolidated statement of financial position and to tax loss carryforwards are as follows:
| January 1, 2025 | December 31, 2025 | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Net balance | Recognized in profit and loss |
Recognized in OCI | Recognized directly in equity |
Acquired in business combinations |
Other (e.g. non- current assets held for sale and discontinued operations) |
Net balance | Deferred tax assets |
Deferred tax liabilities |
|||||||||||||||||||||||||||
| From temporary differences and consolidations |
-84,295 | 4,886 | 2,697 | — | -325 | -66 | -80,810 | 34,498 | -115,308 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Intangible assets |
-21,750 | 1,341 | 696 | -84 | -17 | -19,827 | 1,426 | -21,253 | ||||||||||||||||||||||||||||
| Property, plant and equipment |
-52,036 | 1,935 | 1,665 | -201 | -40 | -48,683 | 548 | -49,231 | ||||||||||||||||||||||||||||
| Non-current investments |
||||||||||||||||||||||||||||||||||||
| Inventories |
-7,325 | 2,795 | 234 | -28 | -6 | -4,349 | 2,133 | -6,482 | ||||||||||||||||||||||||||||
| Receivables |
-2,444 | 1,228 | 78 | -9 | -2 | -1,153 | 535 | -1,688 | ||||||||||||||||||||||||||||
| Other assets |
57,361 | -44,432 | -1,835 | 222 | 44 | 11,216 | 16,176 | -4,960 | ||||||||||||||||||||||||||||
| Provisions for pensions and similar obligations |
-49,327 | 24,924 | 1,578 | -191 | -38 | -26,777 | 1,813 | -28,590 | ||||||||||||||||||||||||||||
| Other provisions and accrued liabilities |
841 | 2,563 | -27 | 3 | 1 | 3,657 | 5,237 | -1,580 | ||||||||||||||||||||||||||||
| Financial liabilities |
1,703 | -945 | -54 | 7 | 1 | 705 | 705 | -1,524 | ||||||||||||||||||||||||||||
| Other liabilities |
-11,318 | 15,477 | 362 | -44 | -9 | 4,401 | 5,925 | |||||||||||||||||||||||||||||
| Tax loss carryforwards/interest expense carryforwards |
9,688 | -5,762 | -310 | 3,616 | 3,616 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Deferred tax assets/liabilities before offsetting |
-74,607 | -876 | 2,387 | — | -325 | -66 | -77,194 | 38,114 | -115,308 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Offsetting |
-27,281 | 27,281 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Deferred tax assets/liabilities |
-74,607 | -77,194 | 10,833 | -88,027 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 20 |
Consolidated financial statements
| January 1, 2024 | December 31, 2024 | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Net balance | Recognized in profit and loss |
Recognized in OCI |
Recognized directly in equity |
Acquired in business combinations |
Other (e.g. non-current assets held for sale and discontinued operations) |
Net balance |
Deferred tax assets |
Deferred tax liabilities |
|||||||||||||||||||||||||||
| From temporary differences and consolidations |
-52,128 | -8,872 | -27,723 | — | -233 | 4,660 | -84,295 | 68,964 | -153,259 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Intangible assets |
-19,171 | -2,597 | -1,610 | — | -86 | 1,714 | -21,750 | 745 | -22,495 | |||||||||||||||||||||||||||
| Property, plant and equipment |
-55,819 | 3,729 | -4,687 | — | -249 | 4,990 | -52,036 | 965 | -53,001 | |||||||||||||||||||||||||||
| Non-current investments |
— | |||||||||||||||||||||||||||||||||||
| Inventories |
-19,808 | 12,464 | -1,663 | — | -89 | 1,771 | -7,325 | 4,399 | -11,724 | |||||||||||||||||||||||||||
| Receivables |
-5,251 | 2,802 | -441 | — | -23 | 469 | -2,444 | 818 | -3,262 | |||||||||||||||||||||||||||
| Other assets |
25,355 | 32,030 | 2,129 | — | 113 | -2,267 | 57,361 | 57,589 | -228 | |||||||||||||||||||||||||||
| Provisions for pensions and similar obligations |
-13,365 | -12,629 | -24,468 | — | -60 | 1,195 | -49,327 | 113 | -49,440 | |||||||||||||||||||||||||||
| Other provisions and accrued liabilities |
5,561 | -4,715 | 467 | — | 25 | -497 | 841 | 2,490 | -1,649 | |||||||||||||||||||||||||||
| Financial liabilities |
9,164 | -7,452 | 769 | — | 41 | -819 | 1,703 | 1,743 | -40 | |||||||||||||||||||||||||||
| Other liabilities |
21,206 | -32,504 | 1,781 | — | 95 | -1,896 | -11,318 | 102 | -11,420 | |||||||||||||||||||||||||||
| Tax loss carryforwards/interest expense carryforwards |
38,253 | -25,716 | 3,212 | — | -2,061 | -4,000 | 9,688 | 9,688 | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Deferred tax assets/liabilities before offsetting |
-13,875 | -34,588 | -24,511 | — | -2,294 | 660 | -74,607 | 78,652 | -153,259 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Offsetting |
— | -61,533 | 61,533 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Deferred tax assets/liabilities |
-13,875 | -74,607 | 17,119 | -91,726 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 21 |
Consolidated financial statements
Klöckner & Co recognizes deferred tax assets only to the extent that tax planning calculations indicate that the related tax benefits will be utilized within a certain planning horizon, as we can only assess utilization to the required level of probability within such a forward horizon. As of December 31, 2025, deductible temporary differences and loss carryforwards that are able to be utilized are recognized over a planning horizon of four years (2024: planning horizon of four years).
In accordance with IAS 12.39, no deferred tax liabilities were recognized for taxable temporary differences associated with investments in subsidiaries (outside basis differences) in the amount of €23.4 million (2024: €27.5 million).
The following deferred tax assets on unused tax loss carryforwards and deductible temporary differences have not yet been recognized because their realization cannot be reliably guaranteed:
| (€ million) |
December 31, 2025 |
December 31, 2024 |
||||||
| Unrecognized tax losses |
||||||||
| – Corporate income tax |
568 | 461 | ||||||
| – Trade tax and similar taxes |
398 | 285 | ||||||
| – Interest carry forward |
37 | 23 | ||||||
| Temporary differences |
17 | 25 | ||||||
The majority of the unrecognized tax loss carryforwards are not subject to a maximum carryforward period under prevailing law and therefore do not expire unless specific circumstances arise (such as change of control). The unrecognized tax loss carryforwards that are subject to a maximum carryforward period expire as follows:
| (€ million) |
December 31, 2025 |
December 31, 2024 |
||||||
| until December 31, 2025 |
— | — | ||||||
| until December 31, 2035 |
11 | 13 | ||||||
| after December 31, 2035 |
— | 19 | ||||||
Temporary differences are deductible indefinitely.
Pillar Two
Klöckner & Co falls within the scope of the OECD Global Anti-Base Erosion (GloBE) Model Rules (Pillar Two) for the reform of international corporate taxation and makes use of the temporary exemption from accounting for deferred taxes. Under the legislation, for each jurisdiction, the Group must pay a top-up tax in the amount of any difference between the GloBE effective tax rate and the 15% minimum tax rate. The Group is subject to a notional effective tax rate in excess of 15% in all jurisdictions in which it operates.
In the prior year, the analysis for Hungary showed an average effective tax rate of 8.95% based on the IFRS earnings, as a result of which the Group recorded a current minimum tax expense of €65 thousand in the prior year.
15. Earnings per share
Accounting policies
Basic earnings per share are calculated by dividing consolidated net income for the year attributable to shareholders of Klöckner & Co SE by the average number of shares outstanding during the period. Potential shares from convertible bonds are treated as dilutive if, and only if, their conversion to shares would decrease earnings per share or increase loss per share.
| 2025 | 2024 | |||||||||||
| Net income attributable to shareholders of |
||||||||||||
| Klöckner & Co SE |
(€thousand) | -53,641 | -176,702 | |||||||||
| – from continuing operations |
-53,641 | -146,781 | ||||||||||
| – from discontinued operations |
— | -29,921 | ||||||||||
| Weighted average number of shares |
|
(thousands of shares) |
|
99,750 | 99,750 | |||||||
|
|
|
|
|
|||||||||
| Basic earnings per share from continuing operations |
(€/share) | -0.54 | -1.47 | |||||||||
|
|
|
|
|
|||||||||
| Basic earnings per share from discontinued operations |
(€/share) | — | -0.30 | |||||||||
|
|
|
|
|
|||||||||
| Total basic earnings per share |
(€/share) | -0.54 | -1.77 | |||||||||
|
|
|
|
|
|||||||||
There are currently no potentially dilutive shares.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 22 |
Consolidated financial statements
Notes to the consolidated statement of financial position
| 16. | Intangible assets and property, plant and equipment |
| a) | Intangible assets |
Accounting policies
Intangible assets with finite useful lives are carried at cost less accumulated amortization and any accumulated impairment losses if economic benefits are expected from the asset and the cost of the asset can be measured reliably.
Intangible assets are amortized on a straight-line basis over their expected useful life. Intangible assets recognized in business combinations for customer relationships are amortized based on the expected churn rate.
The expected useful lives are as follows:
| Useful life in years | ||||
| Software |
2 – 5 | |||
| Customer relationships |
2.5 – 17 | |||
| Trade names |
3 – 15 | |||
| Other intangible assets |
1 – 15 | |||
The useful life is reviewed annually and changed as necessary in accordance with future expectations. Intangible assets with an indefinite useful life – in the Klöckner & Co Group solely goodwill – are reviewed for impairment at least annually and whenever there is an indication that they may be impaired.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 23 |
Consolidated financial statements
| (€ thousand) |
Intangible assets (excluding software/goodwill/ customer relationships) |
Customer relationships from business combination |
Software | Goodwill | Total intangible assets | |||||||||||||||
| Cost as of January 1, 2024 |
39,324 | 496,120 | 90,251 | 369,562 | 995,257 | |||||||||||||||
| Accumulated amortization and impairments |
-34,484 | -391,016 | -71,721 | -290,633 | -787,854 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of January 1, 2024 |
4,840 | 105,104 | 18,530 | 78,929 | 207,403 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Exchange rate differences |
185 | 5,700 | -27 | 2,445 | 8,303 | |||||||||||||||
| Additions from business combinations |
348 | 3,957 | 247 | 7,195 | 11,746 | |||||||||||||||
| Other additions |
14 | — | 3,436 | — | 3,449 | |||||||||||||||
| Impairments |
— | — | — | -37 | -37 | |||||||||||||||
| Depreciation and amortization |
-2,837 | -15,451 | -6,144 | — | -24,432 | |||||||||||||||
| Transfers |
-140 | — | 291 | — | 151 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of December 31, 2024 |
2,410 | 99,310 | 16,332 | 88,531 | 206,584 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost as of December 31, 2024 |
40,419 | 525,325 | 92,816 | 393,442 | 1,052,002 | |||||||||||||||
| Accumulated amortization and impairments |
-38,009 | -426,015 | -76,484 | -304,911 | -845,419 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of January 1, 2025 |
2,410 | 99,310 | 16,332 | 88,531 | 206,584 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Exchange rate differences |
-256 | -10,557 | -243 | -6,064 | -17,120 | |||||||||||||||
| Additions from business combinations |
417 | 717 | 8 | 441 | 1,584 | |||||||||||||||
| Other additions |
82 | — | 2,188 | — | 2,269 | |||||||||||||||
| Disposals from sales of businesses |
— | — | -23 | -49 | -73 | |||||||||||||||
| Other disposals |
— | — | -228 | — | -228 | |||||||||||||||
| Depreciation and amortization |
-446 | -8,049 | -6,191 | — | -14,685 | |||||||||||||||
| Transfers |
7 | — | -7 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of December 31, 2025 |
2,213 | 81,422 | 11,836 | 82,859 | 178,331 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost as of December 31, 2025 |
37,914 | 452,381 | 93,750 | 330,354 | 914,399 | |||||||||||||||
| Accumulated amortization and impairments |
-35,701 | -370,959 | -81,913 | -247,495 | -736,068 | |||||||||||||||
Intangible assets include €1 million (2024: €2 million) for self-developed software at kloeckner.i GmbH.
Of the €81 million carrying amount of customer relationships from initial consolidations, €0.7 million relates to an acquisition in Switzerland during the reporting year and is amortized on a straight-line basis over the expected useful life of the customer relationships.
Goodwill impairment testing in accordance with IAS 36
Under IAS 36 (Impairment of Assets), cash-generating units (CGUs) to which goodwill has been allocated have to be tested annually for impairment. This is done on the basis of the business plan approved by the respective committees in the fourth quarter. In addition, an impairment test is carried out whenever there is an indication that a CGU may be impaired.
The recoverable amount of a CGU is calculated as value in use using the discounted cash flow method, which is based on bottom-up planning. Planning covers a four-year period. Klöckner & Co utilizes a uniform planning model for all CGUs.
The discount rates are based on the Capital Asset Pricing Model (CAPM). Its main inputs are the risk-free rate of return, the volatility (beta) of peer group shares relative to the capital market, assumptions about credit risk and the market risk premium for return on equity.
The figures were determined with the assistance of outside experts.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 24 |
Consolidated financial statements
Assumptions used in impairment testing of material goodwill
The following assumptions were used for the compound annual growth rate (CAGR) of shipments, gross profit per ton and OPEX in the detailed planning period for the purposes of impairment testing of goodwill:
| CGU (relative change in %) |
Year | Shipments in tons |
Gross profit in € per ton |
OPEX in € | ||||||||||||
| Switzerland |
2025 | 3.5 | % | 2.1 | % | 5.9 | % | |||||||||
| 2024 | 3.4 | % | 2.1 | % | 7.5 | % | ||||||||||
| USA |
2025 | 5.1 | % | 0.8 | % | 4.4 | % | |||||||||
| 2024 | 6.6 | % | 1.6 | % | 5.5 | % | ||||||||||
| Mexico |
2025 | 8.8 | % | 1.2 | % | 8.9 | % | |||||||||
| 2024 | 10.8 | % | 4.4 | % | 10.4 | % | ||||||||||
Growth rates of 1.0% (Switzerland CGU; 2024: 1.0%) and 2.0% (USA and Mexico CGUs; 2024: 2.0%) were used in determining the expected future cash flows.
The expected future cash flow primarily takes into account the cyclical nature of the business model, based on averaging over the detailed planning period of four years.
In addition, the projected cash inflows largely depend on expected shipments and future gross profit per ton. This is prognosticated on the basis of normalized gross profit. Shipments are estimated taking into account macroeconomic and industry-specific trends.
Other major factors affecting the sustainable level of future cash inflows comprise the expected development of operating expenses (OPEX) and the determination of discount rates, including the future growth rate assumed in perpetuity. OPEX is determined on the basis of individual business budgeting and on assessment of macroeconomic developments.
Judgments on macroeconomic and sector-specific trends forming the basis for shipment volumes and gross margins also include assumptions about the impact of climate-related aspects and the influence of other sustainability factors on business development or the product portfolio due, for example, to changes in customer demand or regulatory requirements. In this connection, Klöckner keeps an attentive watch on legislation relating to climate change. On this basis, there are no indications of a climate-related impairment of goodwill.
Impairment testing of goodwill allocated to the CGUs
The carrying amounts of goodwill total €83 million and relate to the Mexico CGU (€28 million), the Switzerland CGU (€34 million) and the USA CGU (€21 million). Recoverability was confirmed for all goodwill. The positive headroom amounts to €15,485 thousand (2024: €36,148 thousand) for Switzerland and to €20,790 thousand and €122,548 thousand (2024: €26,914 and €323,079 thousand), respectively, for the CGUs in Mexico and the USA.
The following table shows the percentages by which the key assumptions used in calculating the terminal value in the impairment test would have to change, with all other factors held constant, in order for the estimated recoverable amount of the CGU to equal its carrying amount (sensitivity analysis):
| CGU |
Shipments in tons |
Gross profit |
OPEX in € |
WACC in % |
Growth rate in % | |||||
| USA |
-4.2% | -3.1% | +3.3% | +1.1%p | -6.4%p | |||||
| Mexico |
-5.8% | -4.2% | +5.5% | +0.6%p | -1.8%p | |||||
| Switzerland |
-0.6% | -0.6% | +0.6% | +0.2%p | -0.4%p |
Value in use was measured on the basis of a pretax WACC of 11.7% (2024: 11.7%) for the USA CGU, a pretax WACC of 13.5% (2024: 14.1%) for the Mexico CGU and a pretax WACC of 8.0% (2024: 8.0%) in Switzerland.
| b) | Property, plant and equipment |
Accounting policies
Property, plant and equipment is carried at cost less accumulated depreciation and impairments plus impairment reversals.
The cost of self-constructed assets comprises all direct costs and attributable overheads. Administrative costs are only included in the cost of an asset to the extent that they relate to its construction. Property, plant and equipment subject to depreciation is normally depreciated on a straight-line basis. Maintenance and repair costs are expensed as incurred.
Depreciation is based on the following useful lives:
| Useful life in years | ||||
| Office building, factory and warehouse buildings |
10 – 50 | |||
| Plant facilities similar to buildings |
8 – 33 | |||
| Warehouse and crane equipment and other technical equipment |
2 – 20 | |||
| Operating and office equipment |
1 – 15 | |||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 25 |
Consolidated financial statements
| (€ thousand) |
Land, similar land rights and buildings including investment properties |
Technical equipment and machinery |
Other equipment, operating and office equipment |
Payments on account and construction in progress |
Total property, plant and equipment |
|||||||||||||||
| Cost as of January 1, 2024 |
823,469 | 411,745 | 388,417 | 43,732 | 1,667,363 | |||||||||||||||
| Accumulated depreciation and impairments |
-402,328 | -248,741 | -255,750 | -49 | -906,868 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of January 1, 2024 |
421,141 | 163,004 | 132,667 | 43,683 | 760,495 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Exchange rate differences |
6,771 | 6,827 | 2,364 | 1,777 | 17,739 | |||||||||||||||
| Additions from business combinations |
11,349 | 4,180 | 176 | — | 15,706 | |||||||||||||||
| Other additions |
28,585 | 25,164 | 45,026 | 42,031 | 140,805 | |||||||||||||||
| thereof taxonomy-eligible |
31,444 | — | 14,704 | — | 46,149 | |||||||||||||||
| Disposals |
-773 | -1,397 | -944 | -339 | -3,453 | |||||||||||||||
| Reversal of impairment |
— | — | 50 | — | 50 | |||||||||||||||
| Impairments |
-448 | -2,447 | -311 | — | -3,206 | |||||||||||||||
| Depreciation and amortization |
-37,085 | -31,032 | -33,279 | — | -101,395 | |||||||||||||||
| Transfers |
3,372 | 25,389 | 5,113 | -34,025 | -151 | |||||||||||||||
| Reclassification to assets held for sale |
-12,724 | -595 | -826 | — | -14,145 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of December 31, 2024 |
420,188 | 189,094 | 150,035 | 53,127 | 812,443 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost as of December 31, 2024 |
850,802 | 478,501 | 426,375 | 53,127 | 1,808,805 | |||||||||||||||
| Accumulated depreciation and impairments |
-430,615 | -289,407 | -276,340 | — | -996,362 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of January 1, 2025 |
420,188 | 189,094 | 150,035 | 53,127 | 812,443 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Exchange rate differences |
-16,800 | -13,636 | -5,062 | -5,049 | -40,547 | |||||||||||||||
| Additions from business combinations |
169 | 2,128 | 202 | — | 2,499 | |||||||||||||||
| Other additions |
76,187 | 21,675 | 27,521 | 65,887 | 191,270 | |||||||||||||||
| thereof taxonomy-eligible |
69,892 | — | 10,497 | — | 80,389 | |||||||||||||||
| Disposals from sales of businesses |
-161 | -976 | -87 | -5 | -1,229 | |||||||||||||||
| Other disposals |
-1,270 | -791 | -10,411 | -5,356 | -17,827 | |||||||||||||||
| Reversal of impairment |
— | 97 | — | — | 97 | |||||||||||||||
| Impairments |
— | -919 | -104 | — | -1,023 | |||||||||||||||
| Depreciation and amortization |
-38,923 | -32,359 | -33,796 | — | -105,078 | |||||||||||||||
| Transfers |
7,276 | 13,914 | 6,411 | -27,600 | — | |||||||||||||||
| Reclassification to assets held for sale |
-11,998 | -5,866 | -2,606 | -3,232 | -23,702 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as of December 31, 2025 |
434,667 | 172,362 | 132,104 | 77,772 | 816,904 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost as of December 31, 2025 |
838,250 | 450,434 | 364,332 | 77,772 | 1,730,788 | |||||||||||||||
| Accumulated depreciation and impairments |
-403,584 | -278,072 | -232,228 | — | -913,884 | |||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 26 |
Consolidated financial statements
Property, plant and equipment includes right-of-use assets (IFRS 16) in the amount of €157,544 thousand (2024: €136,282 thousand).
Property, plant and equipment with a carrying amount of €31,250 thousand (2024: €40,508 thousand) was pledged as security in the form of liens for financial liabilities.
The additions to property, plant and equipment include taxonomy-eligible CAPEX of €80,389 million (2024: €46,149 million), mainly in relation to economic activities in the transportation sector (such as vehicle fleet electrification) and real-estate activities.
Impairment testing of other non-current assets
If there are indications of impairment for CGUs – which are normally identified at country level – to which no goodwill has been allocated, the recoverable amount is measured at the level of the CGU concerned. The figures were determined with the assistance of outside experts.
Klöckner & Co SE’s market capitalization was less than the book value of equity as of December 31, 2025. There was thus a triggering event within the meaning of IAS 36.12 (d) that may be an indication of impairment of other non-current assets (such as buildings or machinery). In addition, there were internal indications within the meaning of IAS 36.12 (f) that there may be an impairment of the recoverable amount of the Germany and Becker CGUs (since the first quarter of 2025) and of the Switzerland CGU and the Austria CGU due to the significantly poorer business performance criteria in the second half of the fiscal year.
Germany, Becker and Austria CGUs
The impairment tests conducted on non-current assets for all CGUs showed that the values in use of the Germany, Becker and Austria CGUs were less than their carrying amounts, hence the recoverable amount cannot be determined from the cash flows from continuing use.
Any impairment must be allocated in a second step to reduce the carrying amounts of the assets of the CGUs (IAS 36.104). In allocating the impairment loss, the carrying amount of an asset may not be reduced below its fair value less costs of disposal or its value in use (IAS 36.105). The fair values of the individual assets were therefore determined.
The carrying amounts of the tested non-current assets of the CGUs in question before impairment testing were as follows as of December 31, 2025.
| (€ thousand) |
Germany | Becker | Austria | |||||||||
| Other intangible assets |
386 | 2,575 | — | |||||||||
| Land and buildings |
15,994 | 33,089 | 6,096 | |||||||||
| Technical equipment and machinery |
15,334 | 22,933 | 523 | |||||||||
| Other equipment, operating and office equipment |
15,627 | 8,342 | 744 | |||||||||
| Payments on account/assets under construction |
3,976 | 327 | 135 | |||||||||
| Right-of-use assets |
12,171 | 2,079 | 553 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
63,488 | 69,345 | 8,051 | |||||||||
|
|
|
|
|
|
|
|||||||
In determining the fair values of land assets, use was also made of outside appraisals and external sources for land values. Any appraisals from prior periods were updated in line with observed market changes. The values are based on the sales comparison approach.
The individual fair values of technical equipment and other equipment, furniture and fixtures, and office equipment were determined separately on the basis of an indexed replacement value approach. Price indices were obtained from the respective national statistical offices. For all items that have reached 50% of their economic life, an allowance for functional obsolescence (loss in value or usefulness caused by inefficiencies or inadequacies of the asset when compared to a more efficient or less costly replacement asset developed by new technology) of 1% p.a. was applied to the depreciated cost when new (replacement cost based on current age). Allowances of 10% were applied for economic obsolescence caused by factors extraneous to the asset (such as loss in demand for the product, decommissioned assets, increased competition or environmental regulations).
The fair values of right-of-use assets in accordance with IFRS 16 are determined on the basis of benchmark lease payments and price developments for comparable assets.
For most assets, the fair values determined in this way exceed the carrying amounts of the assets of the CGUs. Impairments were identified and recognized in the amount of €1,071 thousand for the Becker CGU, €2,646 thousand for the Germany CGU and €42 thousand for the Austria CGU.
The recoverability of non-current assets is thus demonstrated via the assumption of individual disposal or alternative use or taken into account by impairment losses in the financial statements. Depending on future changes in their fair values, however, the necessity for additional impairment losses cannot be ruled out.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 27 |
Consolidated financial statements
| c) | Leases |
Accounting policies
The Group as lessor
Klöckner & Co does not act as lessor to any significant extent.
The Group as lessee
At the inception of a contract, Klöckner & Co assesses whether the contract is, or contains, a lease. For all leases in which a Group company is lessee, a right-of-use asset and a corresponding lease liability are recognized. Exceptions to this are short-term leases (defined as leases with a term of 12 months or less) and leases of low-value assets (such as tablets, personal computers, small items of office furniture and telephones). For these leases, lease payments are recognized as other expenses on a straight-line basis over the lease term, unless another systematic basis is more representative of the pattern in which benefit from the use of the underlying asset is diminished.
The lease liability is initially recognized at the present value of the lease payments that are not paid at that date, discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. The incremental borrowing rate is determined on the basis of external sources. These are adjusted to take account of the lease terms and the type of asset.
Lease payments are included in measurement of the lease liability as follows:
| • | Fixed lease payments (including in-substance fixed payments), less any incentives receivable |
| • | Variable lease payments based on an index or rate, initially measured using the index or rate at the commencement date of the lease |
| • | Amounts expected to be payable by the lessee under residual value guarantees |
| • | The exercise price of a purchase option if the lessee is reasonably certain to exercise that option |
| • | Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease |
For subsequent measurement of the lease liability, the carrying amount is increased to reflect interest on the lease liability (applying the effective interest method) and reduced to reflect the lease payments made.
Lease liabilities are remeasured and the corresponding right-of-use asset adjusted accordingly in the following cases:
| • | There is a change in the lease term or there is a significant event or significant change in circumstances resulting in a change in the assessment of an option to purchase. In such cases, the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
| • | There is a change in future lease payments resulting from a change in an index or a rate or a change in the amounts expected to be payable under a residual value guarantee. In these cases, the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the change in lease payments results from a change in floating interest rates, in which case a revised discount rate is used). |
| • | There is a lease modification and the lease modification is not accounted for as a separate lease. In such cases, the lease liability is remeasured on the basis of the modified lease term by discounting the revised lease payments using a revised discount rate at the effective date of the lease modification. |
Initial measurement of the right-of-use assets comprises any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred. Subsequent measurement is at cost less any accumulated depreciation and any accumulated impairment losses.
If Klöckner & Co has an obligation to dismantle or remove the asset underlying a lease or to restore the asset or site on which it is located to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with IAS 37. If such costs relate to a right-of-use asset, they are recognized as part of the cost of the right-of-use asset.
Right-of-use assets are normally depreciated over the lease term. However, if the useful life of the underlying asset is shorter than the lease term, the right-of-use asset is depreciated over the useful life of the underlying asset. The same applies if the lease transfers ownership of the underlying asset or if the Group is reasonably certain to exercise a purchase option agreed in the lease and the exercise price is therefore already included in the cost of the right-of use asset. Depreciation begins on commencement of the lease.
Right-of-use assets are presented as a separate item in the consolidated statement of financial position. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any impairment loss as described in the accounting principles for property, plant and equipment.
Variable lease payments that do not depend on an index or rate are not included in measurement of the lease liability and the right-of-use asset. Such payments are recognized in the other expenses item of the income statement in the period in which the event or condition that triggers the payments occurs.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 28 |
Consolidated financial statements
Among the practical expedients provided for in IFRS 16, a lessee can elect not to separate non-lease components from lease components and instead to account for each lease component and any associated non-lease components as a single agreement in accordance with IFRS 16. Klöckner & Co applies this practical expedient for leases of technical equipment and machinery and for leases of operating and office equipment. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component based on the relative stand-alone selling price of the lease component and the aggregate stand-alone selling prices of the non-lease component(s).
Klöckner & Co presents right-of-use assets in property, plant and equipment and lease liabilities in financial liabilities.
Klöckner & Co primarily leases stockyard and office premises, trucks, cars and machinery. The leases for vehicles and machinery typically have terms of between three and ten years. In the case of stockholding and office sites, they have terms of between three and 30 years, in some cases with an extension option beyond the lease term. There are also leasehold contracts in Germany with terms of up to 80 years. Lease payments are renegotiated every few years to reflect market rates. Some leases provide for additional lease payments based on changes in local price indices or include agreed percentage rates of increase.
Information on leases in which Klöckner & Co is lessee is presented in the following.
Right-of-use assets
Right-of-use assets relating to leased property that does not meet the definition of investment property are presented in property, plant and equipment (see Note 16 b)).
| (€ thousand) |
Land and buildings |
Technical equipment and machinery |
Other equipment, operating and office equipment |
Total | ||||||||||||
| January 1, 2024 |
82,580 | 3,977 | 36,691 | 123,248 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Depreciation |
-22,736 | -974 | -12,155 | -35,864 | ||||||||||||
| Impairments and impairment reversals |
-448 | — | — | -448 | ||||||||||||
| Additions right-of-use |
20,412 | 738 | 12,224 | 33,375 | ||||||||||||
| Additions right-of-use from business combinations |
11,349 | — | — | 11,349 | ||||||||||||
| Disposals right-of-use |
-357 | — | -145 | -502 | ||||||||||||
| Foreign currency adjustments |
3,371 | 225 | 1,529 | 5,125 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of December 31, 2024 |
94,171 | 3,966 | 38,145 | 136,282 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of January 1, 2025 |
94,171 | 3,966 | 38,145 | 136,282 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Depreciation |
-24,452 | -1,532 | -11,922 | -37,906 | ||||||||||||
| Additions right-of-use |
70,073 | 4,281 | 7,244 | 81,599 | ||||||||||||
| Additions right-of-use from business combinations |
167 | — | — | 167 | ||||||||||||
| Disposals right-of-use |
-1,006 | -93 | -9,449 | -10,549 | ||||||||||||
| Disposals of right-of-use assets from divestments |
-33 | — | — | -33 | ||||||||||||
| Reclassification as investment property |
-1,424 | — | — | -1,424 | ||||||||||||
| Foreign currency adjustments |
-7,572 | -532 | -2,488 | -10,592 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of December 31, 2025 |
129,924 | 6,090 | 21,530 | 157,544 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The additions to real estate leases of €70 million mainly relate to lease renewals or new leases for seven properties in the segment Kloeckner Metals Americas and six properties in the segment Kloeckner Metals Europe.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 29 |
Consolidated financial statements
Amounts recognized in profit and loss
| (€ thousand) |
2025 | 2024 | ||||||
| Interest expense for leasing agreements |
6,672 | 4,731 | ||||||
| Expenses for short term leases |
3,076 | 4,625 | ||||||
| Variable payments, not included in the lease liability |
3,681 | 2,252 | ||||||
| Expenses for leases of an asset of minor value |
230 | 376 | ||||||
| Income from subleases |
-910 | -35 | ||||||
Amounts recognized in the statement of cash flows
Cash outflows for leases totaled €45,332 thousand (2024: €43,937 thousand). If all options to extend or terminate not accounted for in the lease liability are exercised, additional payments totaling €85,434 thousand (2024: €62,362 thousand) will be incurred in the future.
Extension options
A number of leases for property, trucks and cars contain extension options exercisable up to one year before the end of the non-cancelable period of the lease. Where possible, the Klöckner & Co Group seeks to have extension options included in new leases for operational flexibility. Such extension options can only be exercised by Klöckner & Co and not by the lessor. An assessment is made at the beginning of the lease term as to whether the extension option is reasonably certain to be exercised. Should a significant event or a significant change in circumstances occur that is within Klöckner & Co’s control, the assessment as to whether the extension option is reasonably certain to be exercised is made again. If all unrecognized extension and termination options were reasonably certain to be exercised, the liability would be €69,840 thousand (2024: €55,128 thousand) higher.
There were no significant sale-and-lease-back transactions on the balance sheet date.
| d) | Investment property |
Accounting policies
Investment property is measured using the cost model in accordance with IAS 40.56. It mainly comprises production buildings and stockyards that are separate from the leased and owned production facilities and in some cases are leased to third parties. Office space is also leased out. An asset is recognized for subsequent purchase costs if they meet the general recognition criteria and in particular if an additional economic benefit is expected beyond the original economic benefit. Everyday maintenance costs (such as staff and consumption costs) are recognized in profit or loss. Straight-line depreciation is applied over useful lives of 15 to 40 years.
As of December 31, 2025, Klöckner & Co. conducted a review in accordance with IAS 40.14 of the leasing-out of buildings that are partly leased out. This was prompted by the launch of strategic measures to reduce costs and consolidate sites. The reassessment showed it is no longer possible to rule out that the partially leased-out buildings can, in principle, be leased out for the majority of the economic useful life of the parts of the buildings concerned.
Based on this assessment, the partially leased-out parts of buildings meet the IAS 40 definition of investment property for the first time. The remeasurement constitutes a change in estimates and assumptions and was accounted for from the date of remeasurement as of December 31, 2025. It resulted in the initial recognition of investment property with a carrying amount of €6,807 thousand. The cost amounted to €19,465 thousand as of December 31, 2025 and the accumulated depreciation to €12,657 thousand. The carrying amounts of the properties previously reported under property, plant and equipment are reduced by a corresponding amount. No disclosures were required under IAS 40.75f for the fiscal year due to the reclassification as of December 31, 2025.
Apart from the change in presentation, there were no other changes as of the reporting date. Based on the current information, and the current assessment on the basis of this information, it is currently not possible to foresee or forecast the effects on future periods.
The fair values of the properties as of December 31, 2025 amounted to €25 million. The fair value was determined as a rule using independent expert opinions and on the basis of market-based management estimates.
There are no significant restrictions on the realizability or use of the properties and no contractual obligations to maintain or repair the properties.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 30 |
Consolidated financial statements
| 17. | Inventories |
Accounting policies
Inventories are measured at the lower of cost and net realizable value. Determining net realizable value requires management to estimate sales prices and costs until sale.
Costs of conversion include costs directly related to the units of production, based on normal capacity. As well as directly attributable costs, costs of conversion also include a systematic allocation of indirect materials and indirect labor, including production-related depreciation (e.g. for certain coil inventories). Measurement is normally on a monthly moving average basis. In certain cases, cost is assigned by specific identification of individual costs.
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Merchandise |
512,421 | 596,431 | ||||||
| Raw materials and supplies |
558,765 | 522,783 | ||||||
| Finished goods |
69,125 | 162,540 | ||||||
| Work in progress |
3,267 | 8,916 | ||||||
|
|
|
|
|
|||||
| Inventories |
1,143,577 | 1,290,669 | ||||||
|
|
|
|
|
|||||
Raw materials and supplies also include coil inventories at steel service centers.
Of the inventories as of December 31, 2025, €165,606 thousand (2024: €317,060 thousand) are carried at net realizable value. Write-downs to net realizable value were recognized as expense in the amount of €24,697 thousand (2024: €34,065 thousand). As a result of the significant reduction in inventories, particularly in the case of inventories that had been written down in the prior year, the (currency-adjusted) write-down in the fiscal year was €6,924 thousand smaller than in the prior year (2024: reduction of €12,375 thousand). The amount of inventories recognized as expense in cost of materials in 2025 was €5,178 million (2024: €5,475 million).
In addition to reservations of title in the ordinary course of business, inventories with a carrying amount of €628,640 thousand (2024: €688,964 thousand) are pledged as security for financial liabilities. As of December 31, 2025, drawings on the corresponding credit lines amounted to €321,347 thousand (2024: €423,540 thousand) under the ABL programs in the USA and Mexico.
| 18. | Trade receivables and contract assets |
| a) | Trade receivables |
Trade receivables are normally invoiced in the local currency of the relevant subsidiary; foreign currency export receivables are generally hedged.
The Klöckner & Co Group sells trade receivables as a rule under an ABS program within the Group. The trade receivables are sold by participating Klöckner & Co companies to a fully consolidated special-purpose entity (SPE).
The receivables purchased by the special-purpose entity serve as collateral for loan debts to several banks or bank conduits.
The carrying amount of the receivables of the companies participating in the European ABS program as of December 31, 2025 is €84 million (2024: €90 million).
For further information on the ABS program, see Note to the Group Financial Statements 26 (FINANCIAL LIABILITIES) and Note 3 (BASIS OF CONSOLIDATION AND CONSOLIDATION METHODS).
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 31 |
Consolidated financial statements
The following table provides information on the extent of credit risks attributable to trade receivables:
Trade receivables and contract assets
| (€ thousand) |
Of which overdue by days as of the reporting date*) | |||||||||||||||||||||||||||||||||||
| Gross trade receivables | Of which not overdue as of the reporting date |
1–30 Days | 31–60 Days | 61–90 Days | 91–120 Days | > 120 days | Valuation allowance | Carrying amount | ||||||||||||||||||||||||||||
| December 31, 2025 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 646,528 | 495,092 | 95,704 | 17,476 | 5,803 | 5,594 | 26,859 | -6,141 | 640,388 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 671,718 | 540,283 | 91,413 | 15,739 | 3,799 | 3,647 | 16,837 | -5,436 | 666,281 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| *) | Including contract assets: €57,098 thousand (2024: €55,585 thousand). |
As of December 31, 2025, trade receivables of companies not participating in the ABS program were pledged in the amount of €9,970 thousand (2024: €9,135 thousand) as collateral for loan liabilities.
| b) | Contract assets |
Contract assets changed as follows in fiscal year 2025:
| (€ thousand) |
2025 | 2024 | ||||||
| Contract assets as of January 1 |
55,585 | 59,112 | ||||||
| Additions/ Disposals |
6,357 | -6,113 | ||||||
| Foreign currency adjustments |
-4,844 | 2,586 | ||||||
|
|
|
|
|
|||||
| Contract assets as of December 31 |
57,098 | 55,585 | ||||||
|
|
|
|
|
|||||
| c) | Supplier bonus receivables |
Supplier bonus receivables are determined on the basis of contractual agreements and accepted shipments.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 32 |
Consolidated financial statements
| 19. | Other financial and non-financial assets |
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| (€ thousand) |
Current | Non- current |
Current | Non- current |
||||||||||||
| Other financial assets |
12,676 | 28,509 | 15,729 | 34,553 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments |
— | 25,954 | — | 32,348 | ||||||||||||
| Non-current loans and securities |
— | 203 | — | 207 | ||||||||||||
| Fair value of derivative financial instruments |
300 | — | 433 | — | ||||||||||||
| Creditors with debit balances |
1,261 | — | 2,062 | — | ||||||||||||
| Miscellaneous other non-financial assets |
11,116 | 2,351 | 13,233 | 1,997 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other non-financial assets |
56,534 | 228,269 | 51,193 | 211,175 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Receivables from social security carriers |
390 | — | 1,007 | — | ||||||||||||
| Pension liability insurance entitlements |
— | 1,222 | — | 1,290 | ||||||||||||
| Prepaid pension cost |
— | 227,047 | — | 209,885 | ||||||||||||
| Claims of other taxes |
31,414 | — | 23,247 | — | ||||||||||||
| Prepaid expenses |
12,048 | — | 11,173 | — | ||||||||||||
| Payments on account |
12,682 | — | 15,765 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other assets |
69,210 | 256,778 | 66,921 | 245,728 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The payments on account include an amount of €10 million (2024: €10 million) paid to a steel producer for the future delivery of CO2-reduced green steel.
The decrease in investments includes the sale of shares in three funds with a carrying amount of €4,953 thousand and a profit of €9 thousand.
20. Cash and cash equivalents
Cash and cash equivalents mainly comprise bank balances and short-term deposits. There were no restrictions as of the reporting date.
| 21. | Assets held for sale |
Accounting policies
An individual non-current asset is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. Assets and liabilities are presented as a disposal group if they are to be sold or otherwise disposed of as a group in a single transaction and collectively meet the criteria specified in IFRS 5 Non-current Assets held for Sale and Discontinued Operations. The assets and liabilities of a disposal group are presented separately in the statement of financial position under “Assets held for sale” and “Liabilities directly associated with assets classified as held for sale.” A disposal group is classified as a discontinued operation if the components of the disposal group represent a separate major line of business or geographical area of operations that is part of a single coordinated plan to dispose of such a line of business or area of operations. The profit or loss of discontinued operations is recognized in the period in which it arises and is presented separately in the income statement under “Discontinued operations (after taxes).”
The income statement for the prior period has been restated accordingly by presenting the results of the components of disposal group under discontinued operations. In the statement of cash flows, the cash flows from discontinued operations are presented separately from the cash flows from continuing operations and the prior-period figures have been restated accordingly.
Due to the first-time classification as held for sale, the non-current assets are measured at the lower of carrying amount and fair value less costs to sell; they are no longer depreciated or amortized. A disposal group is first measured in accordance with the relevant IFRS standards and the resulting carrying amount of the group is then compared with its net fair value in order to determine the lower amount for measurement. Impairment losses due to first-time classification as assets held for sale are recognized in profit or loss, as are subsequent impairment losses and impairment reversals up to the amount of the cumulative impairment losses.
Under IFRS 5, if a change in a disposal plan means that the criteria for classification as a discontinued operation are no longer met, the disposal group concerned must be returned to being treated as a continuing operation. The income statement must then be restated both for the reporting year and the prior year so that the income and expenses of the disposal group are once again included in net income from continuing operations. Similarly, in the statement of cash flows, the cash inflows and outflows of the disposal group for both reporting years are once again classified under continuing operations. In the statement of financial position, for both reporting years, the assets and liabilities of the disposal group are no longer presented separately and instead are once again presented within the individual line items. A disposal group that ceases to be classified as held for sale is measured at the lower of amortized cost and its recoverable amount.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 33 |
Consolidated financial statements
The assets held for sale relate in 2025 to one site in Switzerland (€13,068 thousand) and one site the USA (€1,605 thousand) and relate to the following assets:
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Land and buildings |
12,982 | 12,926 | ||||||
| Technical equipment and machinery |
851 | 620 | ||||||
| Other non-current assets |
840 | 838 | ||||||
|
|
|
|
|
|||||
| Total assets |
14,673 | 14,383 | ||||||
|
|
|
|
|
|||||
The US subsidiary Kloeckner Metals Corporation in the Kloeckner Metals Americas segment sold seven distribution sites comprising a disposal group under IFRS 5 to Russel Metals (USA) Inc., USA, under an asset deal in fiscal year 2025. Another distribution site also comprising a disposal group was sold to Service Steel Warehouse, Houston, USA. Please refer to the further information in NOTE (4) in the notes to the consolidated financial statements.
| 22. | Equity and non-controlling interests |
| a) | Subscribed capital |
The subscribed capital of Klöckner & Co SE is €249,375,000, as in the prior year, and is divided into 99,750,000 no-par-value shares, each notionally corresponding to €2.50 of the share capital.
Acquisition of treasury stock
By Annual General Meeting resolution of June 1, 2022, the Management Board is authorized, subject to approval from the Supervisory Board, to acquire, by or before May 31, 2027, treasury stock of up to 10% of the Company’s share capital in issue at the time of adoption of the resolution by the Annual General Meeting on June 1, 2022 or, if lower, the Company’s share capital in issue at the time of exercise of the authorization. The Management Board was additionally authorized to acquire treasury stock using derivatives (put options, call options or forward purchase contracts). The authorization may be utilized in whole or in part, on one or more occasions, by the Company, by Group companies or by third parties acting on the Company’s account or on the account of Group companies. The authorization may be used for any legally permissible purpose. Trading with treasury stock is prohibited. No use has been made of the authorization so far.
Conditional capital
Conditional Capital 2013
At the Annual General Meeting of May 12, 2017, the Conditional Capital 2013 was adjusted such that the Company’s share capital is subject to a smaller conditional increase of up to €24,932,500 by the issue of up to 9,973,000 new no-par-value registered shares. The corresponding provision of the Articles of Association is Section 4 (6). This authorization can effectively no longer be used as conversion rights from bonds issued in accordance with the authorization of the Annual General Meeting of May 24, 2013 no longer exist or can no longer be exercised following the full repayment of the 2016 convertible bond in fiscal year 2023.
Conditional capital 2022
By resolution of the Annual General Meeting of June 1, 2022, the share capital was conditionally increased by up to €24,937,500 by the issue of up to 9,975,000 new no-par-value registered shares (Conditional Capital 2022). The new no-par-value registered shares issued under the contingent capital increase will each have dividend rights from the beginning of the fiscal year in which they are issued. The Conditional Capital 2022 serves to grant shares to the holders of warrant-linked and/or convertible bonds that are issued, in accordance with the authorization under agenda item 8 of the Annual General Meeting of June 1, 2022, by the Company or by companies controlled by the Company or in which the Company holds a majority interest. For further details, see Section 4 (7) of the Articles of Association. The authorization also granted in the case of an adjustment of the conversion ratio in relation to the 2016 convertible bond became obsolete with the full repayment of the 2016 convertible bond in fiscal year 2023.
Authorized capital
Authorized Capital 2022
By resolution of the Annual General Meeting on June 1, 2022, the Management Board was authorized, until May 31, 2027, subject to approval from the Supervisory Board, to increase the share capital on one or more occasions by up to a total of €49,875,000 against cash or non-cash contributions by the issue of up to 19,950,000 new no-par-value registered shares. The corresponding provision of the Articles of Association is Section 4 (3) (Authorized Capital 2022).
| b) | Capital reserves |
Capital reserves as of December 31, 2025 were €568,622 thousand (December 31, 2024: €570,007 thousand). The €1,386 thousand change in capital reserves includes the portion of variable Management Board remuneration that is granted in shares as a personal investment component (see also Notes to the Group Financial Statement 23 (SHARE-BASED PAYMENTS) and 33 (RELATED PARTY TRANSACTIONS)). As equity-settled share-based payment in accordance with IFRS 2, this is presented as of December 31, 2024 in capital reserves.
| c) | Retained earnings |
Retained earnings include the accumulated undistributed earnings of the companies included in the consolidated financial statements, to the extent that no distributions are made outside the Group, as well as effects on equity from consolidation.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 34 |
Consolidated financial statements
| d) | Other comprehensive income |
Accumulated other comprehensive income comprises translation differences from translation of the financial statements of foreign subsidiaries, changes in the fair value of cash flow hedges and changes in actuarial gains and losses on pension obligations under IAS 19, including related deferred taxes.
| e) | Non-controlling interests |
Non-controlling interests represent third-party interests in consolidated subsidiaries.
Effective October 22, 2025 and with retroactive effect from January 1, 2025, ODS Metering Systems B.V., Rotterdam, Netherlands, increased its shareholding in ODS Saudi Co. LLC, City of Dammam, Saudi Arabia, by 15% from 85% to 100%. The purchase price was USD 1,500 thousand (€1,314 thousand).
| f) | Proposal for the appropriation of net income |
The Management Board and Supervisory Board propose that an amount of €19,950 thousand should be distributed to shareholders as dividend from Klöckner & Co SE’s unappropriated profits for fiscal year 2025. At 99,750,000 eligible no-par-value shares, the dividend proposal corresponds to a dividend of €0.20 per share.
In fiscal year 2025, a dividend of €0.20 per share was paid out, which at 99,750,000 eligible no-par-value shares corresponded to a distribution of €19,950 thousand.
| 23. | Share-based payments |
Accounting policies
The share-based compensation plans in the Klöckner & Co Group are cash-settled virtual stock option (VSO) plans. A provision is recognized pro rata temporis in the amount of the fair value of the payment obligation as of each reporting date; any subsequent change in the fair value is recognized in profit or loss.
The fair value of the virtual stock options is measured for the determination of provisions using Monte Carlo simulation with the following parameters:
| In % |
December 31, 2025 |
December 31, 2024 |
||||||
| Risk-free rate of return |
2.0 to 2.8 | 2.0 to 2.3 | ||||||
| Expected volatility |
54.5 | 43.5 | ||||||
The expected volatility is based on market-traded options on the shares.
The Management Board remuneration system of Klöckner & Co SE includes long-term variable remuneration components that are granted in shares at the time of payment of the variable remuneration component. In accordance with IFRS 2, as this remuneration component is classified as share-based remuneration that is not linked to share price performance criteria (so-called “non-performance criteria”), it is accounted for in capital reserves, until granted, at the equivalent value calculated from target achievement in the remuneration system.
Virtual stock options (VSOs)
The Klöckner & Co Group has operated cash-settled share-based payment programs since 2006. The beneficiaries are the selected members of senior management in Germany and internationally who are granted an annual allocation of virtual stock options (VSOs). The contracts provide for a cash payment to the beneficiary on exercise of the option. The strike price is based on the average price of Klöckner & Co shares over the last 30 stock market trading days of the year prior to issuance of the respective tranche. The cash payment amounted to the difference between the average share price (XETRA trading, Deutsche Börse AG, Frankfurt am Main) over the last 30 trading days prior to exercising the option and the strike price for the respective tranche. The settlement amount was capped at €25 per option after adjusting for dividend payments in the meantime and any dilutive effects of capital increases. The vesting period is uniformly three years. The contracts contain a provision according to which the vesting period for the VSOs issued ends with immediate effect if the control threshold of 30% is exceeded and in cases defined as equivalent.
The total number of outstanding virtual stock options has changed as follows:
| (Number of virtual stock options) |
Total | |||
| Outstanding at the beginning of the year (continuing operations) |
2,666,582 | |||
|
|
|
|||
| Granted |
670,167 | |||
| Exercised |
-103,667 | |||
| Forfeited |
-146,333 | |||
|
|
|
|||
| Outstanding at the end of the reporting period |
3,086,749 | |||
|
|
|
|||
| thereof exercisable at the reporting date |
2,429,249 | |||
| weighted average remaining contractual lifetime (months) |
47 | |||
| Range of strike prices (€/VSO) |
4.22 – 8.42 | |||
| Weighted average strike price (€/VSO) |
6.27 | |||
In fiscal year 2025, 670,167 (2024: 604,859) virtual stock options were granted and 103,667 were exercised (2024: none). The average share price per stock option on exercise was €6.43 (2024: none exercised). The provision recognized pro rata temporis for stock options granted amounted as of the reporting date to €9,318 thousand (2024: €2,600 thousand) and was utilized in the amount of €229 thousand (2024: not utilized). The addition to the provision resulted in an expense of €6,947 thousand (2024: gain on reversal of the provision: €2,138 thousand). The intrinsic value of virtual stock options exercisable as of the reporting date was €3,515 thousand (2024: €5 thousand).
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 35 |
Consolidated financial statements
Long-term variable Management Board remuneration
The long-term, performance-related variable remuneration – the so-called personal investment component (LTI) – for members of the Management Board of Klöckner & Co SE consists of 60% of the annual variable bonus (30% of the gross bonus), which is to be invested in shares in the Company and which the members of the Management Board are free to sell after a four-year lock-up period.
In light of the public announcement on January 15, 2026 of the takeover offer from Worthington Steel to the shareholders of Klöckner & Co SE, the Supervisory Board resolved to suspend the obligation of the Management Board members to purchase shares of Klöckner & Co SE from their annual bonus with respect to the annual bonus for fiscal year 2025 for a limited period of time, in the event the announced takeover offer is published. Instead, the entire annual bonus is to be paid out in cash. The conditions for suspending the personal investment component for fiscal year 2025 were thus met on publication of the takeover offer by Worthington Steel on February 5, 2026 and the Management Board’s bonus entitlements for fiscal year 2025 have been recognized in full in personnel expenses and as accrued liabilities in other provisions and accrued liabilities (Notes to the Group Financial Statement 25 (OTHER PROVISIONS AND ACCRUED LIABILITIES)) in the statement of financial position as of December 31, 2025.
In fiscal year 2024, €1,386 thousand was recognized in personnel expenses for this portion of variable Management Board remuneration and credited to the capital reserve at fair value as of December 31, 2024 (equity-settled share-based payment in accordance with IFRS 2).
| 24. | Provisions for pensions and similar obligations |
Accounting policies
Pension obligations arising from defined benefit plans are determined using the projected unit credit method. The expected benefits, including dynamic components (e.g., pension and salary increases), are recognized over an employee’s entire period of service. Actuarial advice is obtained.
Actuarial gains or losses resulting from differences between the expected and actual changes in plan participants and actuarial assumptions are recognized in other comprehensive income in the period in which they arise. They are presented separately in the statement of comprehensive income. The statement of financial position consequently shows the full scale of the obligation while avoiding earnings fluctuations in the income statement as a result of changes in measurement parameters.
Service cost is reported in personnel expenses. Interest expense from the unwinding of the discount on pension obligations and returns on plan assets are presented in the financial result as net interest expense at the rate used to discount the obligations.
To meet pension obligations, the Klöckner & Co Group holds assets in trust under contractual trust arrangements (CTAs). The assets are measured at fair value. The fair value is based on the market values of the asset management companies at the reporting date. The plan assets are offset against the benefit obligation. Any net plan liability is accounted for in provisions. Any excess of plan assets over plan liabilities is presented in assets as a pension plan surplus.
The amount of the resulting asset to be recognized is limited to the present value of available refunds plus the reduction of future contributions to the plan (asset ceiling).
Past service cost is recognized in profit or loss.
Employer contributions to defined contribution plans under which the Klöckner & Co Group pays set contributions into a separate entity under defined contribution plans and has no legal or constructive obligation to pay further contributions are expensed as incurred.
Most employees in the Klöckner & Co Group have pension benefits, with the type of provision varying from country to country according to the national legal, economic and tax situation. Pension plans in the Group include both defined contribution and defined benefit plans as follows:
In fiscal year 2021, plan assets in Germany were significantly increased in order to fund and secure future pension payments. Pension obligations in Germany were fully funded by establishing and paying €190 million into a contractual trust arrangement (CTA). Depending on their year of entry, employees either have a defined benefit entitlement equaling a percentage of eligible salary for each qualifying year of service or, for entrants after 1979, a fixed capital amount scaled by salary band for each qualifying year of service. There are also individual entitlements for executive staff in accordance with various Essener Verband benefit plans. Older entitlements among these are employer-funded entitlements to pension benefits, while the more recent pension plans are defined contribution plans in which employees are able to add employee-funded contributions. The more recent entitlements feature a choice between a lump sum payment and an annuity.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 36 |
Consolidated financial statements
The Klöckner & Co Group’s Swiss companies and their employees fund pensions through legally independent pension funds subject to the Swiss Occupational Pensions Act (BVG). The D&A Group pension fund, Pensionskasse der D&A-Gruppe, is a Swiss-law trust domiciled in St. Gallen, Switzerland. It has the purpose of providing old-age, survivors’ and disability benefit plans for company employees. These plans are provided by the fund on a mandatory basis under the Swiss Occupational Pensions Act, for which purpose it is listed in the occupational benefit plans register. The Board of Trustees, as the supreme governing body of the pension fund, consists of equal numbers of employee and employer representatives and is responsible for the trust’s financial stability and performance. The insurance plan is set out in a charter and provides for benefits that exceed the statutory minimum benefits. Employer and employee contributions are set as a percentage of pensionable earnings and financed by equal contributions. The lifelong retirement pension is determined by the size of the pension balance on retirement multiplied by conversion rates specified in the charter. Employees can alternatively have retirement benefits paid out as a lump sum. Survivors’ and spouse’s pensions are specified as percentages of pensionable earnings. The pension fund bears the actuarial and investment risk itself. Investing the assets is the responsibility of the pension fund. This sets the investment strategy and oversees the investment process and the asset manager. The investment strategy is periodically reviewed by the Board of Trustees and is specified in such a way that the insured benefits can be paid when due.
Swiss law provides for minimum guaranteed benefits, and the Board of Trustees may adopt restructuring measures in the event of a trust fund deficit (or impending deficit); this may also take place at the employer’s expense. The pension arrangement consequently qualifies as a defined benefit plan under IAS 19.
PC-Tech SA, acquired in 2022, provides occupational benefits to its employees through two pension funds, each of which has contracted a full insurance solution with an insurance company to cover insurance risks. The Board of Trustees, as the supreme governing body of the pension funds, consists of equal numbers of employee and employer representatives and is responsible for the trust’s financial stability and performance. While the pension funds’ pension liability insurance policies remain in force, the insurer is obliged to make up any shortfall in cover within the meaning of the pension law. As the insurer can cancel the pension liability insurance policies, the insured risks can revert to the responsibility of the employer, so that the pension solutions also qualify as defined benefit plans under IAS 19.
Simfloc AG, acquired in 2025, provides occupational benefits to its employees through a semi-autonomous collective foundation that has reinsured the risk benefits with an insurance company. The Board of Trustees, as the supreme governing body of the collective foundation, consists of equal numbers of employee and employer representatives and is responsible for the trust’s financial stability and performance. The collective foundation is able to change its funding system (contributions and future benefits) at any time. For the duration of any period of underfunding, and if the desired result cannot be achieved by other means, the collective foundation may levy restructuring contributions from the employer. The pension arrangement consequently qualifies as a defined benefit plan under IAS 19.
In the USA, pension benefits are provided in the form of a defined contribution plan and several defined benefit plans. A 401(k) plan gives employees the option to pay a set percentage of their basic salary into a fund, thus entitling them to a subsidy from the employer. This is a defined contribution plan. Non-unionized employees who joined the Company by December 31, 2013 participate in a defined benefit plan that provides a life annuity equaling a set percentage of eligible salary for each qualifying year of service. The pension benefit entitlements in this plan were frozen as of December 31, 2024. The defined benefit plan for unionized employees provides for a fixed amount per year of service and remains open for new employees and for future defined benefit provisions. However, due to the sale of the distribution site in Dubuque (Iowa), the Klöckner & Co Group no longer has any obligations under this plan as of December 31, 2025. Alongside the aforesaid regular pension plans in the USA, there is also a retiree welfare plan, likewise closed to new entrants, with post-retirement healthcare benefits for former employees of an acquired company. In general, all of the above are funded plans. Under US law, employers must pay funding contributions to a tax-qualified defined benefit plan if a special solvency assessment shows funding to fall short of 100% and contribute to the 401(k) plan based on a percentage of salary specified in the plan documents. One exception from the funding policy relates to a plan for upper management, which was closed to new entrants as of January 1, 2020 and for which the pension benefit entitlements were frozen as of December 31, 2022. The plan is funded entirely through provisions. The retiree welfare plan is also financed entirely out of provisions.
In order to reduce risks related to volatility in the funded status of the defined benefit asset-based plans due to changes in discount rates and capital markets, a liability-driven investment strategy has been implemented with assets selected to match the duration of the liabilities. Investment and directives on the payment of employer contributions are integrated into this approach, which has the objective of maintaining and/or improving the plans’ actuarial funded status.
The main elements of the investment strategy specified in the directive are as follows:
| • | Establishment of two portfolios for each plan – a liability-driven portfolio matching the durations of the plan liabilities and a growth-driven portfolio to generate attractive long-term returns, ideally above the discount rate |
| • | Risk reduction for the investments applying a predefined glide path investment strategy when the plans’ actuarial funded status improves |
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 37 |
Consolidated financial statements
Adjustments to retirement benefit plans currently in payment are made for legacy plans awarded up to 1979 under Section 16 of the German Occupational Pensions Act (BetrAVG). In the case of Essener Verband benefit plans, which are likewise no longer awarded, adjustments are based on the rules of Essener Verband. Otherwise there is, with one exception, no pension arrangement within the Klöckner & Co Group that carries an obligation to increase the benefit amount in excess of inflation or in excess of the surplus generated on plan assets. Only for a number of entitlements for executive staff in Germany is there a commitment to increase benefits by 1% a year from retirement regardless of actual inflation.
The return on plan assets in accordance with IAS 19 is assumed on the basis of the discount rate for the defined benefit obligation. If the actual rate of return is below the discount rate, the net liability goes up. For the funded plans, however, notably given the share of plan assets invested in equities, we expect that long-term returns will exceed the discount rate. Nonetheless, short to medium-term fluctuations cannot be ruled out, with a corresponding effect on the net liability.
With the defined contribution plans, the Company pays contributions to private or state pension funds under statutory or contractual obligations. The Company’s employee benefit obligations are settled on payment of the contributions. The amount recognized as expense for this purpose in the fiscal year was €11,651 thousand (2024: €7,521 thousand). This does not include employer contributions to the statutory pension insurance scheme. These amounted to €8,690 thousand (2024: €8,436 thousand) in Germany.
In the fiscal year, for countries with material pension obligations, the following actuarial assumptions were used in the actuarial calculations performed by third-party actuaries:
2025
| In% |
Germany | Switzerland | USA | |||||||||
| Discount rate |
3.90 | 1.30 | 5.32 | |||||||||
| Salary trend |
3.00 | 1.00 | n/a | |||||||||
| Increase in pensions payable*) |
2.10 | 0.00 | 0.00 | |||||||||
| *) | Germany: 2026: 2.40%; from 2027: 2.10%. |
2024
| In % |
Germany | Switzerland | USA | |||||||||
| Discount rate |
3.30 | 1.00 | 5.45 | |||||||||
| Salary trend |
3.00 | 1.00 | n/a | |||||||||
| Increase in pensions payable |
2.20 | 0.00 | 0.00 | |||||||||
The discount rates reflect the bond markets’ interest rates in the respective jurisdiction for high-quality corporate bonds with corresponding maturities. A uniform discount rate was selected for the eurozone.
The biometric parameters used for pension accounting in the various countries are as follows:
| 2025 | 2024 | |||||||
| Germany |
|
Richttafeln 2018 G von Prof. Dr. Klaus Heubeck |
|
|
Richttafeln 2018 G von Prof. Dr. Klaus Heubeck |
| ||
| Switzerland |
BVG 2020 | BVG 2020 | ||||||
| USA |
|
Private Pension Plan 2012 |
|
|
Private Pension Plan 2012 |
| ||
There are also reimbursement rights – primarily life insurance policies and claims under other insurance policies – used to fund pension obligations. These changed as follows in the reporting year:
| (€ thousand) |
2025 | 2024 | ||||||
| Reimbursement rights as of January 1 |
1,290 | 1,363 | ||||||
|
|
|
|
|
|||||
| Expected return |
41 | 39 | ||||||
| Actuarial gains (losses) |
13 | 11 | ||||||
| Benefits paid |
-122 | -123 | ||||||
|
|
|
|
|
|||||
| Reimbursement rights as of December 31 |
1,222 | 1,290 | ||||||
|
|
|
|
|
|||||
The actual return on reimbursement rights was €54 thousand in the fiscal year (2024: €50 thousand).
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 38 |
Consolidated financial statements
The net provision changed as follows:
| Defined benefit obligation | Fair value of plan assets | Asset ceiling | Net provision/ assets | |||||||||||||||||||||||||||||
| (€ thousand) |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||
| As of January 1 |
927,539 | 919,746 | -1,147,396 | -1,123,616 | 29,045 | 156,532 | -190,812 | -47,338 | ||||||||||||||||||||||||
| thereof fully or partly funded |
912,985 | 904,340 | ||||||||||||||||||||||||||||||
| Included in statement of income |
||||||||||||||||||||||||||||||||
| Service cost |
9,979 | 12,109 | — | — | — | 9,979 | 12,109 | |||||||||||||||||||||||||
| Interest cost for pension plans/asset ceiling |
21,059 | 23,350 | — | — | 292 | 2,282 | 21,351 | 25,632 | ||||||||||||||||||||||||
| Interest income from plan assets |
— | — | -23,703 | -26,234 | -23,703 | -26,234 | ||||||||||||||||||||||||||
| Administration expenses |
— | — | 986 | 946 | 986 | 946 | ||||||||||||||||||||||||||
| Plan amendments/curtailments |
— | -12,345 | — | — | — | -12,345 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| 31,038 | 23,114 | -22,717 | -25,288 | 292 | 2,282 | 8,613 | 108 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Included in other comprehensive income |
||||||||||||||||||||||||||||||||
| Actuarial losses (gains) due to change in demographic assumptions |
-47 | — | — | — | -47 | — | ||||||||||||||||||||||||||
| Actuarial losses (gains) due to change in financial assumptions |
-18,912 | 14,092 | — | — | -18,912 | 14,092 | ||||||||||||||||||||||||||
| Experience losses (gains) |
13,303 | 10,163 | — | — | 13,303 | 10,163 | ||||||||||||||||||||||||||
| Revaluation of plan assets |
— | — | -32,841 | -31,306 | -32,841 | -31,306 | ||||||||||||||||||||||||||
| Unrecognized asset due to asset ceiling |
— | — | — | — | 23,563 | -125,742 | 23,563 | -125,742 | ||||||||||||||||||||||||
| Foreign currency exchange rate differences |
-17,480 | 4,081 | 13,874 | -585 | 450 | -4,027 | -3,156 | -531 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| -23,136 | 28,336 | -18,967 | -31,891 | 24,013 | -129,769 | -18,090 | -133,324 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other |
||||||||||||||||||||||||||||||||
| Plan participant contributions |
17,057 | 15,036 | -17,057 | -15,036 | — | — | ||||||||||||||||||||||||||
| Employer contributions |
-8,010 | -8,029 | -8,010 | -8,029 | ||||||||||||||||||||||||||||
| Benefits paid |
-57,974 | -58,693 | 56,651 | 56,464 | -1,323 | -2,229 | ||||||||||||||||||||||||||
| Transfers/additions/disposals |
-14,538 | 14,415 | — | -123 | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| -55,455 | -43,657 | 45,999 | 33,399 | — | — | -9,456 | -10,258 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| As of December 31 (Surplus (-)/deficit (+)) |
879,986 | 927,539 | -1,143,081 | -1,147,396 | 53,350 | 29,045 | -209,745 | -190,812 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| thereof presented in consolidated statement of financial position as other non-financial asset |
-227,047 | -209,885 | ||||||||||||||||||||||||||||||
| Provisions for pensions and similar obligations |
17,302 | 19,073 | ||||||||||||||||||||||||||||||
| thereof fully or partly funded |
865,971 | 912,985 | ||||||||||||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 39 |
Consolidated financial statements
The table below shows the analysis of the net provision (asset) by countries:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| (€ thousand) |
Defined benefit obligation |
Fair value of plan assets*) |
Net provision/ assets |
Defined benefit obligation |
Fair value of plan assets*) |
Net provision/ assets |
||||||||||||||||||
| Germany |
149,058 | 217,523 | -68,465 | 163,915 | 217,521 | -53,606 | ||||||||||||||||||
| Austria |
1,140 | — | 1,140 | 1,212 | — | 1,212 | ||||||||||||||||||
| Switzerland |
557,436 | 715,075 | -157,639 | 553,353 | 708,367 | -155,014 | ||||||||||||||||||
| USA/Mexico |
172,352 | 157,133 | 15,219 | 209,059 | 192,463 | 16,596 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
879,986 | 1,089,731 | -209,745 | 927,539 | 1,118,351 | -190,812 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| *) | Including €53,349 thousand (2024: €29,045 thousand) asset ceiling (Switzerland). |
The table below shows how the defined benefit obligation would have been affected by changes in key actuarial assumptions:
| (€ thousand) |
2025 | 2024 | ||||||
| Present value of benefit obligation if |
||||||||
| discount rate were 1.0% higher |
776,194 | 816,188 | ||||||
| discount rate were 1.0% lower |
990,068 | 1,046,817 | ||||||
| the expected salary trend were 0.5% higher |
882,435 | 929,877 | ||||||
| the expected salary trend were 0.5% lower |
877,394 | 925,153 | ||||||
| pension increase were 0.5% higher |
913,394 | 962,426 | ||||||
| pension increase were 0.5% lower |
875,982 | 922,750 | ||||||
| longevity were 1 year longer |
908,941 | 958,492 | ||||||
The sensitivities indicated are computed on the basis of the same methods and assumptions as are used to determine the present value of the defined benefit obligations. If one of the actuarial assumptions is changed for the purpose of computing the sensitivity of results to changes in that assumption, all other actuarial assumptions are held constant.
When appraising sensitivities, it should be noted that the change in the present value of the defined benefit obligation resulting from changing multiple actuarial assumptions simultaneously is not necessarily equivalent to the cumulative effect of the individual sensitivities.
The table below disaggregates plan assets into classes of asset:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| (€ thousand) |
Price quote from active market |
No price quote from active market |
Total | Price quote from active market |
No price quote from active market |
Total | ||||||||||||||||||
| Shares |
271,626 | 3,960 | 275,586 | 255,768 | 4,030 | 259,798 | ||||||||||||||||||
| Bonds |
151,700 | 165,034 | 316,734 | 186,858 | 152,652 | 339,510 | ||||||||||||||||||
| Real estate |
53,165 | 221,572 | 274,737 | 42,357 | 223,043 | 265,400 | ||||||||||||||||||
| Other assets |
232,143 | 43,881 | 276,024 | 237,995 | 44,694 | 282,689 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Fair value of plan assets as of December 31 |
708,634 | 434,447 | 1,143,081 | 722,978 | 424,419 | 1,147,397 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Plan assets do not include any of the entity’s own financial instruments; plan assets that are property occupied by, or other assets used by, the entity totaled €42,324 thousand (2024: €38,702 thousand).
Other assets include the following:
December 31, 2025
| (€ thousand) |
Germany | Switzerland | USA | Total | ||||||||||||
| Mixed funds |
120,489 | — | — | 120,489 | ||||||||||||
| Cash and cash equivalents |
— | 21,323 | 888 | 22,211 | ||||||||||||
| Infrastructure (alternative investments) |
— | 44,620 | — | 44,620 | ||||||||||||
| Commodities, private debt, hedge funds, insurance linked securities |
— | 45,711 | — | 45,711 | ||||||||||||
| Reinsurance claims |
41,627 | 1,366 | — | 42,993 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other assets |
162,116 | 113,020 | 888 | 276,024 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 40 |
Consolidated financial statements
December 31, 2024
| (€ thousand) |
Germany | Switzerland | USA | Total | ||||||||||||
| Mixed funds |
120,627 | — | — | 120,627 | ||||||||||||
| Cash and cash equivalents |
— | 27,577 | 1,246 | 28,823 | ||||||||||||
| Infrastructure (alternative investments) |
— | 39,083 | — | 39,083 | ||||||||||||
| Commodities, private debt, hedge funds, insurance linked securities |
— | 50,708 | — | 50,708 | ||||||||||||
| Reinsurance claims |
41,422 | 2,026 | — | 43,448 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other assets |
162,049 | 119,394 | 1,246 | 282,689 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The actual return on plan assets was €56,543 thousand in the fiscal year (2024: €57,541 thousand).
The weighted average duration was 12 years (2024: 13 years). Employer contributions to plan assets for fiscal year 2026 are expected to amount to €7,972 thousand.
The maturity analysis of benefit payments is as follows:
| (€ thousand) |
||||
| Future benefit payments |
||||
| – due in 2026 |
43,693 | |||
| – due in 2027 |
42,990 | |||
| – due in 2028 |
45,644 | |||
| – due in 2029 |
45,212 | |||
| – due in 2030 |
44,710 | |||
| – due 2031–2035 |
227,097 | |||
| 25. | Other provisions and accrued liabilities |
Accounting policies
In accordance with IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) and where applicable IAS 19 (Employee Benefits), other provisions allow for all identified obligations and impending risks as well as all uncertain liabilities, provided they are present obligations, it is probable that they will be incurred, and that a reliable estimate can be made of their amount. Provisions are only recognized for legal or constructive obligations to third parties.
Provisions are recognized at the expected settlement amount and not net of any reimbursement rights. The settlement amount also includes any cost increases to be taken into account at the reporting date. Where the effect of the time value of money in connection with settlement of the obligation is material, provisions are discounted at rates that reflect current market assessments of the time value of money and the risks specific to the liability.
Warranty provisions are recognized on the basis of the estimated probability of claims. Provisions are recognized for onerous sale or purchase contracts when the total costs of meeting the obligations under the contract exceed the expected sales.
Provisions for restructuring measures are recognized if there is a detailed restructuring plan and it has been announced to those affected.
Provisions for onerous contracts are recognized if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 41 |
Consolidated financial statements
Other provisions changed as follows in the reporting year:
| (€ thousand) |
As of January 1, 2025 | Additions | Accretion/discount | Utilization | Reversals | Other changes*) | Liabilities held for sale |
As of December 31, 2025 |
||||||||||||||||||||||||
| Other provisions |
||||||||||||||||||||||||||||||||
| Other taxes |
4,651 | 474 | — | -128 | -6 | -494 | -791 | 3,705 | ||||||||||||||||||||||||
| Personnel-related obligations |
||||||||||||||||||||||||||||||||
| – Anniversary payments |
4,230 | 316 | 11 | -406 | — | 37 | — | 4,187 | ||||||||||||||||||||||||
| – Other |
607 | 173 | — | — | -29 | -74 | — | 677 | ||||||||||||||||||||||||
| Onerous contracts |
3,243 | 473 | — | -2,849 | -5 | 4 | — | 865 | ||||||||||||||||||||||||
| Restructuring expenses |
8,936 | 7,754 | — | -4,567 | -614 | -862 | — | 10,647 | ||||||||||||||||||||||||
| Pending litigation |
471 | 151 | — | -33 | -31 | -155 | — | 403 | ||||||||||||||||||||||||
| Warranties |
2,137 | 426 | — | -950 | -734 | 58 | — | 938 | ||||||||||||||||||||||||
| Miscellaneous provisions |
25,648 | 1,492 | 8 | -4,732 | -1,818 | -4,319 | -212 | 16,068 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| 49,922 | 11,259 | 19 | -13,665 | -3,237 | -5,804 | -1,003 | 37,491 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other accrued liabilities |
||||||||||||||||||||||||||||||||
| Personnel-related obligations |
35,461 | 43,709 | — | -30,334 | -1,020 | -2,726 | — | 45,090 | ||||||||||||||||||||||||
| Miscellaneous accrued liabilities |
10,645 | 7,940 | — | -7,299 | -42 | -4 | -331 | 10,909 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| 46,106 | 51,649 | — | -37,633 | -1,062 | -2,729 | -331 | 55,999 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other provisions and accrued liabilities |
96,028 | 62,908 | 19 | -51,299 | -4,299 | -8,533 | -1,334 | 93,490 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| *) | Change in scope of consolidation, foreign currency adjustments, reclassification and transfers to/from third parties. |
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 42 |
Consolidated financial statements
Analysis by maturities:
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| (€ thousand) |
Non- current |
Current | Non-current | Current | ||||||||||||
| Other provisions |
||||||||||||||||
| Other taxes |
— | 3,705 | — | 4,651 | ||||||||||||
| Personnel-related obligations |
||||||||||||||||
| – Anniversary payments |
4,187 | — | 4,230 | — | ||||||||||||
| – Other |
596 | 81 | 533 | 74 | ||||||||||||
| Onerous contracts |
— | 865 | — | 3,243 | ||||||||||||
| Restructuring expenses |
— | 10,647 | — | 8,936 | ||||||||||||
| Pending litigation |
— | 403 | 140 | 330 | ||||||||||||
| Warranties |
— | 938 | — | 2,137 | ||||||||||||
| Miscellaneous provisions |
3,695 | 12,373 | 4,058 | 21,590 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 8,478 | 29,013 | 8,962 | 40,960 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other accrued liabilities |
||||||||||||||||
| Personnel-related obligations |
— | 45,090 | — | 35,461 | ||||||||||||
| Miscellaneous accrued liabilities |
— | 10,909 | — | 10,645 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| — | 55,999 | — | 46,106 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other provisions and accrued liabilities |
8,478 | 85,012 | 8,962 | 87,066 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The provisions for other taxes mainly relate to real estate tax.
Provisions for personnel-related obligations mainly relate, in the amount of €4,187 thousand (2024: €4,230 thousand), to anniversary payments in Switzerland (2024: Switzerland). The determination of the
provision is based on actuarial calculations with an interest rate of 1.0% (2024: 0.9%). The other provisions for personnel-related obligations mainly relate to additional employee benefits such as parental leave.
The provisions for onerous contracts relate to contractual obligations in which contract fulfillment results in a loss.
The provisions for restructuring relate to obligations resulting from termination benefits granted in redundancy programs in an amount of €10,647 thousand (2024: €8,936 thousand) that either result in an outflow of resources in the following year or, to the extent they are material, are recognized as of the reporting date at their discounted settlement amount. The provisions for site closures and social plans were determined on the basis of cost estimates (for example, site ancillary charges still to be paid for closed sites) or derived from experience from comparable social plans.
The provisions for pending litigation cover expenses for various legal proceedings and claims that may result, in particular, in the payment of damages or other cost-intensive measures.
Provisions for warranties are recognized at the time of sale of the goods or provision of the services concerned. The size of the provision is based on the historical development of warranties and an analysis of all possible future warranty events weighted by probability of occurrence.
Miscellaneous provisions relate among other things to provisions for asset retirement obligations and recultivation on leased sites and provisions for environmental remediations on sold sites. The cash outflow from the obligations is determined by the duration of the leases.
Accrued liabilities for employee-related obligations include performance-based remuneration of €35,428 thousand (2024: €26,614 thousand) as well as vacation entitlements and flextime balances in the amount of €6,258 thousand (2024: €6,189 thousand). The miscellaneous accrued liabilities relate to customer bonuses, discounts, commissions and other bonuses.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 43 |
Consolidated financial statements
| 26. | Financial liabilities |
The details of financial liabilities are as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| (€ thousand) |
Up to 1 year | 1 – 5 Years | Over five years | Total | Up to 1 year | 1 – 5 Years | Over five years | Total | ||||||||||||||||||||||||
| Liabilities to banks |
54,041 | 533,002 | 4,000 | 591,043 | 150,138 | 592,175 | 4,800 | 747,113 | ||||||||||||||||||||||||
| – Liabilities under ABL programs |
— | 321,347 | — | 321,347 | — | 423,540 | — | 423,540 | ||||||||||||||||||||||||
| – Liabilities under ABS program |
38,008 | — | — | 38,008 | 30,092 | — | — | 30,092 | ||||||||||||||||||||||||
| – Syndicated loan liabilities |
120 | 208,294 | — | 208,414 | 3,197 | 168,307 | — | 171,504 | ||||||||||||||||||||||||
| – Other liabilities to banks |
15,912 | 3,361 | 4,000 | 23,273 | 116,849 | 328 | 4,800 | 121,977 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Lease liabilities |
39,671 | 78,084 | 55,123 | 172,878 | 33,176 | 76,814 | 38,917 | 148,907 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| 93,711 | 611,086 | 59,123 | 763,921 | 183,314 | 668,989 | 43,717 | 896,019 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Financial liabilities of €8,200 thousand (2024: €11,125 thousand) are secured by liens. Inventories as set out in the Notes to the Group Financial Statement 17 (INVENTORIES) and trade receivables as set out in NOTE 18 (TRADE RECEIVABLES AND CONTRACT ASSETS) are also pledged as collateral.
Transaction costs directly attributable to the assumption of financial liabilities in the amount of €5,683 thousand (2024: €4,664 thousand) have been deducted from the liabilities.
Liabilities to banks
After the facility amount of the syndicated loan was increased from €250 million to €400 million in February 2024, we renewed the facility ahead of schedule in December 2024. In an amend and extend process, we adjusted the facility amount from €400 million to €350 million and extended it ahead of schedule to January 2028. The amendments became effective in January 2025. By doing so, Klöckner & Co improved the maturity profile of Group finances. The facility is provided by a syndicate of seven banks. As of December 31, 2025, the outstanding nominal amount was €135 million (excluding transaction costs).
The financial covenants require that gearing, defined as net financial debt divided by the book value of equity less non-controlling interests and less goodwill resulting from acquisitions after May 23, 2024, may not exceed 165%. Hence, the adjusted book value of equity may not fall below €600 million (“minimum equity”). Breach of the financial covenants would require repayment of all outstanding amounts. Subsequent drawings would then be possible if the covenants were once again complied with. The financial covenants were complied with in the reporting year. The Group expects that the financial covenants to be complied each quarter will be complied with over the 12-month period following the reporting date.
Local financial covenants have been agreed for some subsidiary-level loans where Klöckner & Co SE is not the borrower. These financial covenants are normally balance sheet-oriented and conceptually based on our syndicated loan. Corporate Treasury negotiates and monitors the agreed loan terms. This ensures that there is sufficient leeway under the financial covenants and that they can continue to be complied with in the future.
In January 2025, in agreement with the core banks, Klöckner & Co terminated bilateral credit lines at the Swiss country organization with a total volume of CHF 160 million (approximately €172 million) and established an unsecured syndicated loan with a volume of CHF 200 million (approximately €215 million) as a new financing instrument. In this connection, the bank syndicate was expanded from three to four banks. The facility has a term of four years until January 2029. As of December 31, 2025, the outstanding nominal amount was CHF 70 million (approximately €75 million).
The remaining bilateral credit facilities totaling approximately €23 million were fully drawn (excluding lease liabilities) at the end of 2025. The bilateral credit lines mainly relate to the country organizations in Germany/ Austria and to the Becker Group.
For further information on liabilities to banks, please refer to the notes to the consolidated financial statements NOTE 31 (FINANCIAL RISK MANAGEMENT).
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 44 |
Consolidated financial statements
Liabilities under ABL programs
We use two borrowing base asset-based lending (ABL) facilities in the Group. Most ABL is accounted for by the ABL facility at the US country organization. The facility was originally agreed in November 2020 and was increased in March 2022 from USD 330 million to USD 450 million. In July 2022, the facility was renewed ahead of schedule on improved terms and with a five-year duration to July 2027. In connection with the acquisition of National Material of Mexico, the facility was increased in December 2022 from USD 450 million to USD 650 million (approximately €553 million) with the same terms and maturity while expanding the banking syndicate from three to four banks. Utilization of the program totaled USD 292 million (approximately €249 million) as of the reporting date.
In September 2024, Klöckner & Co agreed a new USD 115 million (approximately €98 million) ABL facility in Mexico. The facility is provided by three banks and has a term of three years until September 2027. Utilization of the program totaled USD 90 million (approximately €77 million) as of the reporting date.
Utilization of the two programs including accumulative interest breaks down as follows:
| (€ million) |
December 31, 2025 |
December 31, 2024 |
||||||
| – Utilization |
321 | 424 | ||||||
| – Maximum volume |
652 | 736 | ||||||
Liabilities under ABS program
Since July 2005, the Klöckner & Co Group has operated an ABS program in Europe. In July 2025, Klöckner & Co renewed the ABS program – in which two German companies currently participate as sellers of receivables – ahead of schedule and rolled it over until 2028 on improved terms. The size of the program was adjusted from €300 million to €100 million, reflecting the sale of parts of the European distribution business completed in 2024. The agreed financial covenants are also based on the statement of financial position and the covenant levels are equivalent to those for the syndicated loan. Utilization of the program totaled €38 million as of the reporting date. The financial covenants were complied with in the reporting year.
Utilization of the program including accumulative interest breaks down as follows:
| (€ million) |
December 31, 2025 |
December 31, 2024 |
||||||
| – Utilization |
38 | 30 | ||||||
| – Maximum volume |
100 | 300 | ||||||
For further information on the ABS program, see NOTE 3 (BASIS OF CONSOLIDATION AND CONSOLIDATION METHODS), NOTE 18 (TRADE RECEIVABLES AND CONTRACT ASSETS) and NOTE 31 (FINANCIAL RISK MANAGEMENT).
Lease liabilities
Lease liabilities have the following term structure:
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Due within one year |
45,029 | 40,831 | ||||||
| Due between one and five years |
89,427 | 90,313 | ||||||
| Due after five years |
61,349 | 43,113 | ||||||
|
|
|
|
|
|||||
| Future minimum lease payments (nominal value) |
195,805 | 174,258 | ||||||
|
|
|
|
|
|||||
| Due within one year |
5,359 | 7,655 | ||||||
| Due between one and five years |
11,343 | 13,499 | ||||||
| Due after five years |
6,226 | 4,196 | ||||||
|
|
|
|
|
|||||
| Interest included in future minimum lease payments |
22,927 | 25,351 | ||||||
|
|
|
|
|
|||||
| Due within one year |
39,671 | 33,176 | ||||||
| Due between one and five years |
78,084 | 76,814 | ||||||
| Due after five years |
55,123 | 38,917 | ||||||
|
|
|
|
|
|||||
| Total present value of future minimum lease payments |
172,878 | 148,907 | ||||||
|
|
|
|
|
|||||
| 27. | Trade payables |
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Trade payables |
634,323 | 622,046 | ||||||
| Provisions for pending invoices |
17,078 | 16,500 | ||||||
|
|
|
|
|
|||||
| Trade payables |
651,401 | 638,547 | ||||||
|
|
|
|
|
|||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 45 |
Consolidated financial statements
| 28. | Other financial and non-financial liabilities |
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| (€ thousand) |
Current | Non- current |
Current | Non-current | ||||||||||||
| Other financial liabilities |
16,741 | 1,412 | 24,822 | 1,359 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Negative fair value of derivative financial instruments |
1,596 | — | 1,028 | — | ||||||||||||
| Customers with credit balances |
6,174 | — | 9,017 | — | ||||||||||||
| Miscellaneous other financial liabilities |
8,971 | 1,412 | 14,778 | 1,359 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-financial liabilities |
13,208 | — | 5,115 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Contract liabilities |
11,678 | — | 3,191 | — | ||||||||||||
| Advance payments received |
1,530 | — | 1,924 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other non-financial liabilities |
24,315 | — | 21,095 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Value-added tax liabilities |
7,361 | — | 7,398 | — | ||||||||||||
| Other tax liabilities |
867 | — | 2,155 | — | ||||||||||||
| Deferred income |
681 | — | 4,308 | — | ||||||||||||
| Liabilities to employees |
1,721 | — | 2,513 | — | ||||||||||||
| Social security liabilities |
2,201 | — | 4,310 | — | ||||||||||||
| Miscellaneous other non-financial liabilities |
11,484 | — | 410 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other liabilities |
54,264 | 1,412 | 51,032 | 1,359 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Within contract liabilities and advance payments received as of December 31, 2024, amounts of €3,191 thousand and €1,924 thousand were recognized as revenue in fiscal year 2025 (2024: €4,903 thousand and €2,199 thousand).
Other disclosures
| 29. | Information on capital management |
The Klöckner & Co Group determines its capital requirements in relation to risk. Management of and any adjustment in the capital structure is carried out with due regard to changes in the economic environment. Options for maintaining or adjusting the capital structure include adjusting dividend payments, capital repayments to shareholders, issuing new shares and the sale of assets to reduce liabilities.
Capital is managed on the basis of gearing. The Klöckner & Co Group’s target is to maintain gearing below the 165% (2024: 165%) required under the financial covenants in order to be able to continue borrowing on reasonable terms.
Further information about the basis of calculation for gearing and about minimum capital requirements is provided in NOTE 26 (FINANCIAL LIABILITIES).
Gearing is determined as follows:
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
Variance | |||||||||
| Financial liabilities |
763,921 | 896,019 | -132,098 | |||||||||
| Transaction costs |
5,683 | 4,664 | 1,020 | |||||||||
| Liquid funds |
-60,205 | -120,793 | 60,589 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net financial debt (before deduction of transaction cost) |
709,400 | 779,890 | -70,490 | |||||||||
|
|
|
|
|
|
|
|||||||
| Consolidated shareholders’ equity |
1,582,231 | 1,720,714 | -138,484 | |||||||||
| Non-controlling interests |
-6,298 | -6,972 | 674 | |||||||||
| Goodwill from business combinations subsequent to May 23, 2024 |
-2,063 | -1,834 | -229 | |||||||||
| Adjusted shareholders’ equity |
1,573,870 | 1,711,909 | -138,039 | |||||||||
| Gearing*) |
45 | % | 46 | % | -0.5 | %p | ||||||
| *) | Gearing as defined prior to the syndicated loan extension signed in December 2024 (consolidated equity ./. non-controlling interests ./. goodwill from business combinations subsequent to May 23, 2019) was 47% as of December 31, 2024. |
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 46 |
Consolidated financial statements
| 30. | Financial instruments |
Accounting policies
The Group’s financial assets primarily consist of cash and cash equivalents, trade receivables and derivative financial instruments with positive fair values. The Group’s financial liabilities include bonds, liabilities to banks, trade payables, lease liabilities and derivative financial instruments with negative fair values.
The Klöckner & Co Group recognizes all regular way contracts as of the settlement date, regardless of their classification. For derivative financial instruments classified as held for trading, the Group applies trade date accounting.
The fair value option provided by IFRS 9 (Financial Instruments) is not applied.
Financial instruments are measured on initial recognition at fair value, less transaction costs if applicable. Trade receivables are measured at the transaction price. Transaction costs directly attributable to the acquisition or issue of a financial instrument are included in the carrying amount except in the case of financial instruments at fair value through profit or loss. Subsequent measurement of financial assets is carried out using the categories under IFRS 9 (Financial Instruments) according to business model and contractual cash flow characteristics. This results in measurement at amortized cost, at fair value through profit or loss or at fair value through other comprehensive income. Financial liabilities are measured at amortized cost or at fair value through profit or loss.
| a) | Non-derivative financial assets and financial liabilities and equity instruments issued by Klöckner & Co |
Cash and cash equivalents include cash on hand, bank balances and short-term securities with an original maturity of less than three months that are subject only to an insignificant risk of changes in value and are used for short-term liquidity management. They are measured at amortized cost, which in this case is equal to the nominal value. Foreign currency balances are measured at the mid-point rate at the reporting date. Financial assets at fair value through profit or loss include financial assets initially classified as held for trading. In the Klöckner & Co Group, this classification is applied exclusively to derivative financial instruments that are designated hedging instruments to which hedge accounting is applied. Such assets are presented as other financial assets in the statement of financial position.
Financial assets and financial liabilities are measured at amortized cost using the effective interest method. Also classified in this category are non-current securities that are not quoted in an active market and long-term loans measured at amortized cost.
With one exception, equity investments within the scope of IFRS 9 are measured at fair value through profit or loss.
All identifiable risks are accounted for by recognizing appropriate valuation allowances for expected credit losses taking into account any credit insurance. These are determined on the basis of weighted probabilities and applied to financial assets measured at amortized cost or at fair value through other comprehensive income. The three-stage impairment model is generally applied. A risk allowance is recognized in the amount of the expected 12-month credit losses (Stage 1) or in the amount of the expected lifetime credit losses if the credit risk has increased significantly since initial recognition (Stage 2) or if financial assets are credit-impaired (Stage 3). Financial assets are considered to be credit-impaired if there is objective evidence such as substantial financial difficulty on the part of the obligor, knowledge of an insolvency filing, or overdue status, which is not already assumed on exceeding 30 days past due. In the event that a financial asset is categorized as bad debt, it is written off, including the amount of the valuation allowance.
An equity or debt instrument is classified as a financial liability or as equity according to the substance of the contractual agreement. Equity instruments are recognized in the amount of the issue proceeds less directly attributable transaction costs.
The components of compound financial instruments such as convertible bonds are recognized separately as financial liabilities and equity. At the issue date, the fair value of the liability component is determined by discounting at the market interest rate for comparable financial instruments without conversion rights. Subsequent accounting of the liability component as a financial liability is on an amortized cost basis until conversion or maturity of the bond. Applying the residual method, the remaining difference represents the equity component, which is accounted for in capital reserves with no subsequent adjustment.
Financial liabilities are either classified as liabilities at fair value through profit or loss or as other financial liabilities.
In the Klöckner & Co Group, only derivative financial instruments that are not designated and effective as hedging instruments are recognized as liabilities at fair value through profit or loss. Any negative fair value of such instruments is presented in other financial liabilities.
Other financial liabilities, including borrowings, are initially recognized at fair value less transaction costs. After initial recognition, other financial liabilities are generally measured at amortized cost using the effective interest method.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 47 |
Consolidated financial statements
An exchange between Klöckner & Co SE and a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Subject to qualitative considerations, terms are deemed to be substantially different if the discounted present value of the cash flows under the new terms differs from the discounted present value of the remaining cash flows under the original terms by more than 10%.
| b) | Derivative financial instruments |
The Group uses a variety of derivative financial instruments to manage its exposure to interest, foreign exchange rate and commodity price risks. These include forward exchange contracts, currency swaps, cross-currency swaps, interest rate swaps, interest rate caps and commodity forwards.
Derivatives are initially measured at fair value on inception and subsequently measured at fair value at each reporting date. Any gain or loss from a change in the fair value of a derivative financial instrument that is not a designated and effective cash flow hedge or hedge of a net investment is immediately recognized in operating income. For derivative financial instruments that are designated hedges, the timing of the recognition of gains or losses depends on the type of hedge. The Klöckner & Co Group uses certain derivative financial instruments to hedge recognized assets or liabilities. Certain unrecognized firm commitments are also hedged.
Steel purchase contracts entered into to receive or deliver non-financial items in accordance with own requirements are treated as pending transactions (own use exemption) and not accounted for as derivatives.
If embedded derivatives are identified in contracts, they are examined to establish whether they are closely related to the economic characteristics of the host contract. If not, they are accounted for separately as derivatives.
Forward exchange contracts are used to hedge foreign-currency receivables and liabilities (unrecognized firm commitments and recognized receivables and liabilities) arising from the operating business and to hedge intercompany loans. They are measured item by item at the forward rate as of the reporting date, and exchange differences arising due to the contracted forward exchange rate are recognized in profit or loss.
Interest exchange amounts from interest rate swaps are recognized in profit or loss at the payment date or on accrual at the reporting date. In all other respects, interest rate swaps, like interest rate caps, are measured at fair value at the reporting date and – unless hedge accounting is applied – changes in their fair value during the reporting period are recognized in profit or loss.
Derivatives held for hedging purposes are classified as non-current assets or liabilities if the remaining term of the hedging relationship is more than twelve months and as current assets or liabilities if the remaining term of the hedging relationship is less than twelve months.
Derivatives not designated in a hedging relationship are classified as current assets or liabilities.
| c) | Hedge accounting |
Hedge accounting is applied in accordance with IFRS 9. The Klöckner & Co Group designates individual derivatives held for hedging purposes either as cash flow hedges or as hedges of foreign net investments, according to volume, term and risk structure.
The relationship between the hedged item and the hedging instrument, including the risk management objectives and the Company’s strategy for undertaking the hedge, are documented at the inception of the hedge. At the inception of the hedge and regularly on an ongoing basis, the hedge is assessed and it is documented whether the hedge is highly effective in offsetting changes in the cash flows attributable to the hedged risk or the net investment. Changes in the reserve for fair value adjustments of financial instruments within other comprehensive income are shown in the summary of changes in consolidated equity.
The effective portion of the change in the fair value of derivative financial instruments designated as cash flow or net investment hedges is recognized in equity through other comprehensive income; the ineffective portion is recognized directly in profit or loss. The amounts recognized in other comprehensive income are reclassified to profit or loss in the period in which the hedged item is recognized in profit or loss. In the case of commodity forwards that hedge purchase prices, the amounts are reclassified to inventories (basis adjustment) and, on consumption of the inventories, the effect on earnings is recognized in cost of materials.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or ceases to be effective. Any cumulative gain or loss that has been recognized through other comprehensive income from changes in the fair value of the derivative remains in other comprehensive income and is reclassified to profit or loss when the forecast transaction is recognized in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss recognized in other comprehensive income is immediately recognized in profit or loss.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 48 |
Consolidated financial statements
Additional disclosures on financial instruments
The carrying amounts and fair values by category of financial instruments are as follows:
Financial assets as of December 31, 2025
| Category | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount | Fair value recognized in profit or loss |
Fair value recognized in equity |
Amortized cost | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (Held for trading) |
|
Other current and non-current financial assets |
|
300 | 300 | — | — | — | 300 | — | 300 | |||||||||||||||||||||||||
| Participations |
|
Other non-current financial assets |
|
22,109 | 22,061 | 47 | — | — | — | 22,109 | 22,109 | |||||||||||||||||||||||||
| Short-term deposits (< 3 months) |
|
Cash and cash equivalents |
|
9 | 9 | — | — | — | 9 | — | 9 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Trade receivables and contract assets |
|
Trade receivables and contract assets |
|
640,388 | — | — | 640,388 | — | — | — | — | |||||||||||||||||||||||||
| Cash and cash equivalents |
|
Cash and cash equivalents |
|
60,196 | — | — | 60,196 | — | — | — | — | |||||||||||||||||||||||||
| Other financial assets at cost |
|
Other current and non-current financial assets |
|
18,777 | — | — | 18,777 | — | 18,777 | — | 18,777 | |||||||||||||||||||||||||
| Other financial assets at cost |
|
Bonus claims to suppliers |
|
55,554 | — | — | 55,554 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
797,332 | 22,370 | 47 | 774,915 | — | 19,085 | 22,109 | 41,194 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 49 |
Consolidated financial statements
Financial liabilities as of December 31, 2025
| Category / Hedge Accounting / Leases | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount | Fair value recognized in profit or loss |
Fair value recognized in equity |
Amortized cost | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (Held for trading) |
|
Other current and non-current financial liabilities |
|
335 | 335 | — | — | — | 335 | — | 335 | |||||||||||||||||||||||||
| Derivative financial instruments designated in hedge accounting |
|
Other current and non-current financial liabilities |
|
1,261 | — | 1,261 | — | — | 1,261 | — | 1,261 | |||||||||||||||||||||||||
| Other financial liabilities |
|
Other non-current financial liabilities |
|
1,412 | 1,412 | — | — | — | — | 1,412 | 1,412 | |||||||||||||||||||||||||
| Other financial liabilities |
|
Other current financial liabilities |
|
7,726 | 7,726 | — | — | — | — | 7,726 | 7,726 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Financial liabilities at amortized cost |
|
Current and non- current financial liabilities |
|
591,043 | — | — | 591,043 | — | 590,485 | — | 590,485 | |||||||||||||||||||||||||
| Lease liabilities |
|
Current and non- current financial liabilities |
|
172,878 | — | — | 172,878 | — | — | — | — | |||||||||||||||||||||||||
| Trade payables |
Trade payables | 651,401 | — | — | 651,401 | — | — | — | — | |||||||||||||||||||||||||||
| Other financial liabilities at amortized cost |
|
Other current financial liabilities |
|
7,419 | — | — | 7,419 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
1,433,475 | 9,474 | 1,261 | 1,422,741 | — | 592,081 | 9,138 | 601,219 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 50 |
Consolidated financial statements
Financial assets as of December 31, 2024
| Category | Fair value | |||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the |
Carrying amount | Fair value recognized in profit or loss |
Fair value recognized in equity |
Amortized cost | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (Held for trading) |
Other current and non-current financial assets | 433 | 433 | — | — | — | 433 | — | 433 | |||||||||||||||||||||||||
| Participations |
Other non-current financial assets | 32,556 | 32,442 | 114 | — | — | — | 32,556 | 32,556 | |||||||||||||||||||||||||
| Short-term deposits (< 3 months) |
Cash and cash equivalents | 12 | 12 | — | — | — | 12 | — | 12 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||
| Trade receivables and contract assets |
Trade receivables and contract assets | 666,281 | — | — | 666,281 | — | — | — | — | |||||||||||||||||||||||||
| Cash and cash equivalents |
Cash and cash equivalents | 120,782 | — | — | 120,782 | — | — | — | — | |||||||||||||||||||||||||
| Other financial assets at cost |
Other current and non-current financial assets | 17,293 | — | — | 17,293 | — | 17,293 | — | 17,293 | |||||||||||||||||||||||||
| Other financial assets at cost |
Bonus claims to suppliers | 55,414 | — | — | 55,414 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
892,770 | 32,887 | 114 | 859,770 | — | 17,737 | 32,556 | 50,293 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 51 |
Consolidated financial statements
Financial liabilities as of December 31, 2024
| Category / Hedge Accounting / Leases | Fair value | |||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the |
Carrying amount | Fair value recognized in profit or loss |
Fair value recognized in equity |
Amortized cost | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (Held for trading) |
Other current and non-current financial liabilities | 984 | 984 | — | — | — | 984 | — | 984 | |||||||||||||||||||||||||
| Derivative financial instruments designated in hedge accounting |
Other current and non-current financial liabilities | 43 | — | 43 | — | — | 43 | — | 43 | |||||||||||||||||||||||||
| Other financial liabilities |
Other non-current financial liabilities | 1,359 | 1,359 | — | — | — | — | 1,359 | 1,359 | |||||||||||||||||||||||||
| Other financial liabilities |
Other current financial liabilities | 2,082 | 2,082 | — | — | — | — | 2,082 | 2,082 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||
| Financial liabilities at amortized cost |
Current and non- current financial liabilities | 747,113 | — | — | 747,113 | — | 746,531 | — | 746,531 | |||||||||||||||||||||||||
| Lease liabilities |
Current and non- current financial liabilities | 148,907 | — | — | 148,907 | — | — | — | — | |||||||||||||||||||||||||
| Trade payables |
Trade payables | 638,547 | — | — | 638,547 | — | — | — | — | |||||||||||||||||||||||||
| Other financial liabilities at amortized cost |
Other current financial liabilities | 21,712 | — | — | 21,712 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
1,560,748 | 4,426 | 43 | 1,556,279 | — | 747,558 | 3,441 | 751,000 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 52 |
Consolidated financial statements
Measurement of the fair value of the equity investments in the amount of €22,109 thousand (2024: €32,556 thousand) is classified as level 3. These are mostly unquoted financial instruments (equity investments) for which there is no active market. Of the change in the fiscal year, a decrease of €2,547 thousand (2024: decrease of €1,604 thousand) is attributable to changes in fair value and a decrease of €3,852 thousand (2024: increase of €1,345 thousand) to corporate actions, of which a decrease of €4,953 thousand related to disposals. Fair value is measured on the basis of available financial information, such as transaction prices for financing rounds or business plans to the extent that this information is reliable, or, as an approximation, as cost, which is considered an appropriate estimate of fair value as no more suitable information is available. A review is carried out on a quarterly basis using all information available on the equity investments to establish whether cost is still representative of fair value. This would no longer be the case, for example, in the event of a change in the economic environment, a significant change in the market in which the equity investments are active or other events relevant to measurement. As cost is the sole input factor for fair value, a percentage change in cost results in an equal change in fair value. The estimated fair value would increase (decrease) with any increase (decrease) in cost. Given the size of the investment amount, even a 10% increase in cost would not have a material impact on fair value.
The fair values of non-current financial liabilities are determined on the basis of risk-adjusted discounted cash flows.
In the case of current financial assets (mostly other assets), fair values are largely identical to carrying amounts. The fair values of financial liabilities reflect the current market situation for the respective financial instruments as of December 31, 2025. Their fair values are not reduced by transaction costs. For current financial liabilities, when there are no transaction costs to be deducted, their carrying amount is identical to fair value.
Financial instruments are classified as Level 1 if the fair value is obtained from quoted prices in active markets. Fair values determined using other directly observable market inputs are classified as Level 2.
Changes in hierarchy levels are taken into account at the end of the period in which the change took place. There were no transfers between hierarchy levels during the reporting year.
The Level 3 fair value includes an earn-out clause from the acquisition of Sol Components LLC, Sacramento, USA, under which a subsequent purchase price adjustment of a maximum of USD 3.0 million was agreed subject to the achievement of specified sales targets as of June 30, 2025. The fair value of the earn-out clause amounts to USD 1.8 million (€1.5 million).
Also included is contingent consideration of CHF 1.0 million (€1.1 million) for the acquisition of the shares in Müller Wüst AG, Aarau, Switzerland, which will fall due in 2026. As a qualitative component of the contingent consideration, the sellers will receive a maximum amount of CHF 150 thousand (€161 thousand) for 2026 if certain milestones are achieved. Consideration of CHF 850 thousand (€912 thousand) is dependent on cumulative net sales for the years 2024 to 2026 and the EBITDA margin in 2026.
A put liability from the acquisition of ODS Belgium B.V., Essen, Belgium is also included. The put option was entered into for a potential future transfer of non-controlling interests valued by discounting future earnings based on budget figures. The future earnings are based on budget figures. Liabilities totaled €137 thousand in the fiscal year (2024: €137 thousand). IFRS 13.97 applies.
Derivative financial instruments
The Klöckner & Co Group is exposed to interest, currency and commodity price risk in its operating business. This risk is hedged using derivative financial instruments.
The Group exclusively uses market instruments with sufficient market liquidity. Derivative financial instruments are entered into and managed in compliance with internal directives governing the scope of action, responsibilities and controls. According to these directives, the use of derivative financial instruments is a primary responsibility of the Corporate Treasury department of Klöckner & Co SE, which manages and monitors the use of such instruments. Such transactions are only entered into with credit institutions with impeccable ratings. Derivative financial instruments are not allowed to be used for speculative purposes and may only be used to hedge risks associated with hedged items.
Derivative financial instruments are accounted for at fair value in accordance with IFRS 9. Hedge accounting is applied in accordance with IFRS 9.
Derivatives are initially measured at fair value on inception and subsequently measured at fair value at each reporting date. Any gain or loss from a change in the fair value of a derivative financial instrument that is not a designated and effective cash flow hedge or hedge of a net investment is immediately recognized in profit or loss. For derivative financial instruments that are designated hedges, the timing of the recognition of gains or losses depends on the type of hedge and its effectiveness. The Klöckner & Co Group uses certain derivative financial instruments to hedge recognized assets or liabilities. Certain unrecognized firm commitments are also hedged.
Forward exchange contracts are measured item by item at the forward rate as of the reporting date, and exchange differences arising due to the contracted forward exchange rate are recognized in profit or loss.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 53 |
Consolidated financial statements
Commodity forwards are designated in cash-flow hedge accounting and classified into planned and unrecognized firm commitment procurement transactions. Two potential causes of ineffectiveness are over-hedging and divergence between the derivative’s underlying and the reference price formula. Any ineffectiveness is accounted for in cost of materials.
The notional amounts and fair values of the derivative financial instruments in interest rate and currency hedges as of the reporting date and risks of price fluctuations in procurement transactions are as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| (€ million) |
Not designated in hedge accounting |
Designated in hedge accounting |
Average hedge rate (in €) |
Not designated in hedge accounting |
Designated in hedge accounting |
Average hedge rate (in €) | ||||||||||||||||||
| Nominal values |
||||||||||||||||||||||||
| Forward exchange contracts |
161.8 | — | — | 64.4 | — | — | ||||||||||||||||||
| Commodity forwards |
— | 25.3 | 508 | — | 0.2 | 17,401 | ||||||||||||||||||
The notional amounts correspond to the non-netted sum of the currency, interest rate and price portfolio.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 54 |
Consolidated financial statements
The amounts relating to items designated as hedging instruments were as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Fair value | Fair value | |||||||||||||||
| (€ million) |
Forward exchange contracts |
Commodity forwards |
Forward exchange contracts |
Commodity forwards |
||||||||||||
| Not designated in hedge accounting |
0.0 | — | -0.6 | — | ||||||||||||
| Designated in hedge accounting |
— | -1.3 | — | — | ||||||||||||
| Change in value of hedging instrument recognized in other comprehensive income |
— | -2.0 | — | -0.1 | ||||||||||||
| Ineffectiveness recognized in profit or loss |
— | — | — | — | ||||||||||||
| Gains and losses on hedges reclassified to inventories – basis adjustment |
— | -0.5 | — | 0.2 | ||||||||||||
| Amount reclassified from hedging reserve to profit or loss |
— | — | — | — | ||||||||||||
| Balances remaining in the cash flow hedge reserve from hedging relationships for which hedge accounting is no longer applied |
-56.6 | — | -56.6 | — | ||||||||||||
Forward exchange contracts are presented in other current financial assets and liabilities; commodity forwards are presented in other current financial liabilities.
The fair values of the derivative financial instruments are determined on the basis of quantitative finance methods using standard banking models. Counterparty risk as of the measurement date is taken into account in the determination of fair values. Where market prices exist, these correspond to the price a third party would pay for the rights or obligations arising from the financial instruments. The fair values are the market values of the derivative financial instruments, irrespective of any offsetting changes in the value of hedged items.
Forward exchange contracts with a notional amount of €162 million (2024: €64 million) have a remaining maturity of less than one year. These include a notional amount of €86 million (2024: none) for the hedging of intra-Group loans.
Forward exchange contracts with a notional amount of €25.3 million (2024: €0.2 million) have a remaining maturity of less than one year.
Commodity price risks and opportunities for steel are presented using sensitivity analyses in accordance with IFRS 7. These show how equity as of the reporting date is affected by changes in prices. Commodity price risk is measured as cash flow risk.
Scenario-based sensitivity analysis is used to show the effects on Klöckner & Co of a parallel shift in price curves.
On the basis of the commodity forwards as of December 31, 2025, a 10% fall in the price level in each case would have no material effect (December 31, 2024: no material effect) that would have to be accounted for in equity, in the cash flow hedge reserve.
Derivatives that constitute a financial asset or a financial liability where the right of set-off is contingent on breach of contract or insolvency of one of the counterparties do not meet, or only partly meet, the criteria for offsetting in the consolidated statement of financial position under IAS 32.
The table below in accordance with IFRS 7.13C discloses the gross and net amounts of the financial instruments that are subject to master netting arrangements:
| 2025 (€ thousand) |
Gross amounts in the statement of financial position |
thereof subject to offsetting under master netting arrangements |
Net amounts under master netting arrangements |
|||||||||
| Financial assets |
||||||||||||
| Other current and non-current financial assets |
||||||||||||
| – Forward exchange contracts |
300 | -156 | 144 | |||||||||
| Financial liabilities |
||||||||||||
| Other current and non-current financial liabilities |
||||||||||||
| – Forward exchange contracts |
-335 | 156 | -179 | |||||||||
| – Commodity forwards |
-1,261 | — | -1,261 | |||||||||
| 2024 (€ thousand) |
Gross amounts in the statement of financial position |
thereof subject to offsetting under master netting arrangements |
Net amounts under master netting arrangements |
|||||||||
| Financial assets |
||||||||||||
| Other current and non-current financial assets |
||||||||||||
| – Forward exchange contracts |
433 | -220 | 213 | |||||||||
| Financial liabilities |
||||||||||||
| Other current and non-current financial liabilities |
||||||||||||
| – Forward exchange contracts |
-984 | 220 | -764 | |||||||||
| – Commodity forwards |
-43 | — | -43 | |||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 55 |
Consolidated financial statements
| 31. | Financial risk management |
IFRS 7 requires an entity to provide disclosure that enables users of financial statements to evaluate the nature and the extent of risks arising from financial instruments. These risks encompass credit risk, market risk (interest rates, exchange rates and commodity prices) and liquidity risk. The Group manages its exposure to financial and financial reporting risks through a Group-wide risk management and internal control framework. The primary objective of the framework is the timely identification, assessment, monitoring and mitigation of risks that could affect the Group’s liquidity, equity, earnings, cash flows or ability to continue as a going concern.
The Management Board has overall responsibility for the framework, while risk owners and the respective control functions are responsible for risk identification, assessment, monitoring and reporting. The Supervisory Board and Audit Committee oversee the effectiveness of the framework, which is regularly reviewed and enhanced.
Credit risk
The Company is exposed to credit risk mainly in its operating business. A credit risk is defined as an unexpected loss on financial assets, such as if a customer is unable to meet its obligations when due. Operating receivables are locally monitored on an ongoing basis. Credit risk is taken into account by valuation allowances.
The maximum exposure to credit risk is reflected by the carrying amounts of financial assets in the statement of financial position. The Klöckner & Co Group addresses credit risk with its own credit management and by taking out trade credit insurance. As of December 31, 2025, €124 million (December 31, 2024: €130 million) of trade receivables were covered by credit insurance.
Trade receivables
Prospective customers are credit-checked against an in-house risk board before order acceptance. Additionally, there is an active receivables management system incorporating trade credit insurance. The broadly diversified receivables pool is also used for financing purposes as part of an ABS program in Germany and two ABL facilities in the USA and Mexico.
In addition to local monitoring by each subsidiary, Klöckner & Co SE also monitors significant credit risk at Group management level in order to better control specific individual risks and any cumulative risk.
There is no risk concentration at Group level as trade receivables relate to large numbers of customers from a variety of sectors and regions. Klöckner & Co applies the simplified approach to trade receivables and contract assets, recognizing the lifetime expected credit losses on inception. Determination of expected credit losses under the simplified approach is performed at Klöckner & Co in risk groups using historic credit loss rates. The assignment to risk groups is made on the basis of shared credit risk characteristics. For Klöckner & Co, these include a customer’s geographical location and the past due status of contract assets.
Future-oriented information is incorporated by adjusting historic credit loss rates with scaling factors. These are based on gross domestic product (GDP) growth rates in each region. Due to the structure of the receivables portfolio, the impact of this was small (under €0.2 million).
Contract assets relate to work in progress that has not yet been invoiced and generally have the same risk characteristics as trade receivables for the same types of contract. Klöckner & Co has therefore concluded that the expected credit loss rates on trade receivables not past due are a suitable approximation of loss rates for contract assets.
Individual valuation allowances are recognized under the simplified approach when one or more events have occurred that have a detrimental impact on the debtor’s creditworthiness. Such events include payment delays, imminent insolvency or the granting of concessions to the debtor on account of payment difficulties. Trade receivables and contract assets are written off if recovery is no longer probable. This is the case, for example, if a debtor becomes insolvent.
| (€ thousand) |
2025 | 2024 | ||||||
| Valuation allowances as of January 1 under IFRS 9 |
5,436 | 4,949 | ||||||
| Utilization |
-1,148 | -954 | ||||||
| Additions |
2,109 | 1,297 | ||||||
| Exchange rate differences |
-256 | 144 | ||||||
| Valuation allowances as of December 31 |
6,141 | 5,436 | ||||||
The change in the valuation allowance is mainly due to the increase/decrease in the gross carrying amount of trade receivables/contract assets that are credit-impaired.
The table below contains information on credit risk and expected credit losses on trade receivables and contract assets.
| 2025 |
Gross trade receivables (€ thousand) |
Average default rates (in %) |
Expected credit loss (€ thousand) |
|||||||||
| Germany |
110,704 | 0,021-0,063 | 89 | |||||||||
| Switzerland |
83,647 | 0.008 | 5 | |||||||||
| USA |
282,561 | 0.036 | 97 | |||||||||
| Other |
164,719 | 0,006-0,019 | 3 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
641,632 | 0,006-0,063 | 195 | |||||||||
|
|
|
|
|
|
|
|||||||
| Valuation allowance |
-6,141 | |||||||||||
|
|
|
|||||||||||
| Carrying amount of trade receivables |
635,491 | |||||||||||
|
|
|
|||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 56 |
Consolidated financial statements
| 2024 |
Gross trade receivables (€ thousand) |
Average default rates (in %) |
Expected credit loss (€ thousand) |
|||||||||
| Germany |
118,451 | 0,016-0,036 | 81 | |||||||||
| Switzerland |
81,157 | 0.008 | 5 | |||||||||
| USA |
348,149 | 0.041 | 126 | |||||||||
| Other |
123,960 | 0,004-0,023 | 3 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
671,718 | 0,004-0,041 | 216 | |||||||||
|
|
|
|
|
|
|
|||||||
| Valuation allowance |
-5,436 | |||||||||||
|
|
|
|||||||||||
| Carrying amount of trade receivables |
666,281 | |||||||||||
|
|
|
|||||||||||
In addition to the expected credit losses, valuation allowances were recognized in the amount of €5,946 thousand (2024: €5,221 thousand) for incurred losses on trade receivables.
Cash and cash equivalents and other financial assets
As part of liquidity management, Klöckner & Co SE deposits cash and cash equivalents exclusively with the Group’s core banks, which hold immaculate ratings. Their credit standing is also regularly monitored against credit default swaps (CDSs).
Cash consists of bank balances and short-term deposits in the form of call and time deposits. The maximum investment period is 90 days.
On the basis of the limited investment period, the banks’ credit ratings and current CDS premiums, cash and cash equivalents have low default risk. No material impairment losses were therefore recognized on cash and cash equivalents in fiscal year 2025.
The other financial assets are mainly supplier bonus receivables. Supplier bonus receivables are immediately offset against the next deliveries and their credit risk is assessed as immaterial.
Disclosures on liquidity risk
Liquidity requirements are continuously budgeted by the Klöckner & Co Group and monitored by the Corporate Treasury Department to ensure appropriate levels of liquidity for the Group.
In total, the Group has credit facilities (including leases) in the amount of approximately €1.5 billion (2024: €1.8 billion). Financial liabilities plus transaction costs came to €764 million (2024: €896 million). This corresponds to approximately 51% of the credit facilities (2024: 50%). For further information on our credit facilities, see NOTE 26 (FINANCIAL LIABILITIES).
For a partial amount of the available credit facilities, the banks have a right of termination for cause in the event of a change in voting rights of more than 50% in the borrowing Klöckner Group company. This right of termination for cause relates to the syndicated revolving credit facility of Klöckner & Co SE in the amount of €350 million (drawdown as of the December 31, 2025 reporting date: €134 million) and the European ABS program in the amount of €100 million (drawdown as of the reporting date: €38 million).
In connection with the takeover offer from Worthington Steel published on February 5, 2026 (see also NOTE 36 (SUBSEQUENT EVENTS)), it is considered probable that a change in voting rights of more than 50% could arise in the next 12 months. To the extent that the lenders do not exercise their right of termination for cause in connection with the implementation of the takeover offer from Worthington Steel and no replacement facilities have been put in place, Worthington Steel GmbH (the bidder) and Worthington Steel, Inc. have undertaken in the business combination agreement of January 15, 2026, if requested, to make available, or to arrange that there are made available, sufficient funds to refinance the amounts drawn under such financing arrangements immediately before the closing of the public takeover offer.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 57 |
Consolidated financial statements
| December 31, 2025 | Cash outflows | |||||||||||||||||
| (€ thousand) |
Less than 1 year | 1 – 5 years | More than 5 years | Total | ||||||||||||||
| Bank loans, ABL |
Nominal values | — | 325,365 | — | 325,365 | |||||||||||||
| Bank loans, other |
Nominal values | 15,642 | 213,160 | 4,200 | 233,002 | |||||||||||||
| ABL |
Interest | 17,859 | 10,269 | — | 28,128 | |||||||||||||
| Other |
Interest | 11,539 | 15,279 | 194 | 27,011 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 45,039 | 564,073 | 4,394 | 613,506 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| ABS |
Nominal values | 38,000 | — | — | 38,000 | |||||||||||||
| Interest | 2,648 | 4,336 | — | 6,984 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 40,648 | 4,336 | — | 44,984 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Lease liabilities |
Nominal values | 39,671 | 78,084 | 55,123 | 172,878 | |||||||||||||
| Interest | 5,359 | 11,343 | 6,226 | 22,927 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 45,029 | 89,427 | 61,349 | 195,805 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total financial liabilities |
130,716 | 657,835 | 65,743 | 854,295 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Cash outflows from derivative financial instruments designated in interest hedging relationships |
— | — | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2024 | Cash outflows | |||||||||||||||||
| (€ thousand) |
Less than 1 year | 1 – 5 years | More than 5 years | Total | ||||||||||||||
| Bank loans, ABL |
Nominal values | — | 423,525 | — | 423,525 | |||||||||||||
| Bank loans, other |
Nominal values | 31,651 | 258,198 | 5,000 | 294,849 | |||||||||||||
| ABL |
Interest | 25,688 | 40,597 | — | 66,284 | |||||||||||||
| Other |
Interest | 12,013 | 19,885 | 321 | 32,219 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 69,352 | 742,205 | 5,321 | 816,878 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| ABS |
Nominal values | 30,000 | — | — | 30,000 | |||||||||||||
| Interest | 2,596 | 214 | — | 2,810 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 32,596 | 214 | — | 32,810 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Lease liabilities |
Nominal values | 33,176 | 76,814 | 38,917 | 148,907 | |||||||||||||
| Interest | 7,655 | 13,499 | 4,196 | 25,350 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total | 40,831 | 90,313 | 43,113 | 174,258 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total financial liabilities |
142,779 | 832,732 | 48,434 | 1,023,945 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Cash outflows from derivative financial instruments designated in interest hedging relationships |
— | — | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 58 |
Consolidated financial statements
The table includes all instruments for which contractual payments are agreed as of the reporting date; budgeted payments for new liabilities to be assumed in the future are not included. Variable interest on financial instruments is determined on the basis of the forward yield curve immediately before the reporting date. For drawings on the revolving credit facility, it was assumed that the level of drawings as of the reporting date will be maintained for the remaining term of the facility.
Net gains or losses by category
Net gains or losses in the assets at amortized cost measurement category are presented in the table below. For the presentation of net interest income, please refer to NOTE 13 (FINANCIAL RESULT).
| (€ thousand) |
December 31, 2025 |
December 31, 2024 |
||||||
| Exchange rate differences |
428 | -2,359 | ||||||
| Valuation allowance |
-2,954 | -3,904 | ||||||
|
|
|
|
|
|||||
| Subtotal |
-2,526 | -6,263 | ||||||
|
|
|
|
|
|||||
| Net income credit insurance |
-1,314 | -290 | ||||||
|
|
|
|
|
|||||
| Net result |
-3,840 | -6,553 | ||||||
|
|
|
|
|
|||||
There was a net negative effect in the fiscal year of €66 thousand (2024: positive effect of €114 thousand) in the equity instruments at fair value through other comprehensive income (OCI) category.
The net gain or loss in the other financial liabilities category relates to currency translation. In the fiscal year, there was a net loss of €172 thousand (2024: net gain of €173 thousand).
Financial assets measured at fair value total €300 thousand (2024: €433 thousand). The net effect on earnings (other effects recognized in profit or loss) amounts to a negative €129 thousand (2024: net positive effect of €105 thousand). Further information about income from long-term equity investments measured at fair value is provided in NOTE 12 (INCOME FROM INVESTMENTS).
There are €335 thousand (2024: €984 thousand) in financial liabilities measured at fair value and €1,422,741 thousand (2024: €1,556,279 thousand) in financial liabilities measured at amortized cost. This resulted in negative net income effects of €537 thousand (2024: negative net income effects of €108 thousand) (other effects recognized in profit or loss).
Disclosures on interest rate risk
Klöckner & Co is exposed to interest rate changes due to the use of financial instruments. The hedging policy is geared to risk arising from interest rate changes on variable-rate financial liabilities. The Klöckner & Co Group faces interest rate risk exposure on its central financing instruments in the eurozone (holding company syndicated loan; ABS in Germany) and on local borrowings, notably in the USA and Mexico (ABL) and in Switzerland (syndicated loan). There is additional interest rate risk exposure on short-term deposits of liquid funds at banks. The Corporate Treasury Department monitors and controls interest rate risk on financial liabilities.
As part of central Group financing, the Group’s borrowing needs are primarily met with a diversified portfolio of financing instruments. These mainly comprise the working capital instruments (holding company syndicated loan, ABS in Germany, syndicated loan in Switzerland; US ABL and Mexico ABL). The working capital instruments are variable-rate financial instruments, generally with flexible drawing provisions.
Taking into account local borrowings in the amount of €8 million and lease liabilities in the amount of €173 million, €181 million or approximately 24% of financial liabilities before transaction costs were fixed-rate as of December 31, 2025 (2024: €165 million or approximately 18%).
Interest rate risk exposures and opportunities are presented using sensitivity analyses in accordance with IFRS 7. These show how interest income and expense and equity as of the reporting date are affected by changes in market interest rates. Interest rate risk is measured as cash flow risk.
Scenario-based sensitivity analysis is used to show the effects on Klöckner & Co’s profit or loss of a parallel shift in yield curves in the relevant currencies. The cash flow effect of the shift in the yield curve relates solely to interest expense and income for the following reporting period.
On the basis of financial liabilities as of December 31, 2025, an increase in market interest rates on each of the relevant currencies by 100 basis points would have a negative effect on the financial result in the amount of approximately €5.9 million (2024: €6.9 million) for an analysis period of one year.
| 2025 | 2024 | |||||||
| (€ million) |
100 Bp | 100 Bp | ||||||
| EUR |
1.9 | 2.2 | ||||||
| USD |
3.3 | 3.8 | ||||||
| CHF |
0.8 | 0.9 | ||||||
|
|
|
|
|
|||||
| Total |
5.9 | 6.9 | ||||||
|
|
|
|
|
|||||
A rising interest rate scenario creates upside potential for the accumulated holdings of liquidity. Assuming a one-year investment period, an increase in market interest rates by 100 basis points would have a positive effect in the amount of €0.6 million (2024: €1.2 million).
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 59 |
Consolidated financial statements
| 2025 | 2024 | |||||||
| (€ million) |
100 Bp | 100 Bp | ||||||
| EUR |
0.1 | 0.3 | ||||||
| USD |
0.4 | 0.8 | ||||||
| CHF |
0.1 | 0.1 | ||||||
|
|
|
|
|
|||||
| Total |
0.6 | 1.2 | ||||||
|
|
|
|
|
|||||
Conversely, we expect that a fall in market interest rates by 100 basis points would result in the aforesaid effects in the opposite direction.
Disclosures on currency risk
Within our risk strategy, only transaction risk and risk on intra-Group borrowings are subject to our hedging policy. Our hedging activities do not target translation risk relating to the translation of income and expenses into our Group currency. Currency risk therefore arises from borrowing, intra-Group dividend payments, acquisitions and operating activities.
The Klöckner & Co Group operates central foreign currency management. Domestic and foreign subsidiaries are required to identify currency risk and to hedge it through the Corporate Treasury Department or, within set limits, individually with banks. The hedges cover currency risk on recognized sales and purchases as well as on firm sale and purchase commitments. With regard to currency risk on firm sale commitments, the hedging strategy takes into account the compensatory effects of operating measures and market changes (natural hedges).
At the reporting date, the Klöckner & Co Group did not have any material exposure to currency risk arising from its operating activities or acquisitions.
In financing, currency risk arose on foreign currency loans provided by Klöckner & Co SE to subsidiaries. These loans are granted to finance Group companies as part of central Group financing and are fully hedged. There were no such financing measures as yet at the reporting date (2024: none). The intra-Group loans, including ongoing interest payments, have been hedged with forward contracts and currency swaps.
Currency transactions at our subsidiaries in Mexico, Switzerland and the Netherlands amounted to €76 million at the year-end (2024: €64 million). These relate to forward exchange contracts and currency swaps entered into to hedge customer and supplier payments.
Our currency swaps had a negative fair value as of the reporting date of €0.04 million (2024: negative fair value of €0.6 million).
Commodity price risk
Due to its business model, the company is dependent on steel and other metals, the prices of which are highly volatile due to cyclical demand, regional availability and speculation. To limit the price risk on expected future net requirements, Klöckner & Co enters into contracts with suppliers for future physical delivery.
In addition, cash-settled OTC metal forwards are used, which are entered into at the American and Swiss country organizations in coordination with Corporate Treasury and result in a settlement payment based on a reference index. Forward positions vary according to expected production volumes and price movements during the year.
Commodity forwards are designated in cash-flow hedge accounting and classified into planned and unrecognized firm commitment procurement transactions. Potential causes of ineffectiveness include over-hedging and divergence between the derivative’s underlying and the reference price formula. Any ineffectiveness is accounted for in cost of materials.
Due to the existing contract volumes as of December 31, 2025, there are no material sensitivities on these positions (December 31, 2024: no material sensitivities). Commodity price risks and opportunities for steel and other metals are presented using sensitivity analyses in accordance with IFRS 7. These show how equity as of the reporting date is affected by changes in prices. Commodity price risk is measured as cash flow risk.
Scenario-based sensitivity analysis is used to show the effects on Klöckner & Co of a parallel shift in price curves.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 60 |
Consolidated financial statements
| 32. | Litigation, contingent liabilities and commitments |
Contingent liabilities are possible obligations which arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. They also include present obligations that arise from past events but are not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Unless the possibility of any outflow in settlement is remote, a description of the nature of the contingent liability is disclosed.
The Klöckner & Co Group is not involved in any litigation or arbitration proceedings that could have a material impact on the Group’s financial situation. Notwithstanding extensive compliance measures, however, isolated compliance violations and legacy cases cannot be ruled out.
There are also guarantees that are given on divestments and property disposals. Such guarantees cover customary representations and warranties as well as environmental and tax contingencies.
Other commitments arise from purchase commitments; these amounted as of December 31, 2025 to €133 million for capital expenditure on fixed assets (2024: €58 million) and €479 million for goods (2024: €225 million).
| 33. | Related party transactions |
Klöckner & Co SE is a dependent company of SWOCTEM GmbH, Haiger, Germany, within the meaning of Section 312 of the German Stock Corporation Act (AktG). The majority shareholder of SWOCTEM GmbH is Prof. Dr. E.h. Friedhelm Loh, who is to be regarded as a controlling party of Klöckner & Co SE due to his shareholding in SWOCTEM. Pursuant to Section 312 (1) of the German Stock Corporation Act, the Management Board of Klöckner & Co SE has therefore prepared a report on relations with affiliated companies.
Related parties within the meaning of IAS 24 include SWOCTEM GmbH, entities related to it and entities which are controlled, jointly controlled or significantly influenced by Prof. Dr. E.h. Friedhelm Loh or his close family members or in which key management positions are held by these persons. In the reporting year, the Group supplied these companies with goods to the value of €5,752 thousand (2024: €7,278 thousand) and purchased goods to the value of €49 thousand (2024: €72 thousand) and services to the value of €34 thousand (2024: €31 thousand). All transactions took place at arm’s length. There were receivables of €252 thousand (2024: €561 thousand) and liabilities of €0 thousand (2024: €12 thousand) as of the reporting date.
Remuneration for Management Board members consists of non-performance-related and performance-related components. The non-performance-related components consist of a monthly fixed salary, retirement provision
and ancillary benefits. The performance-related remuneration is granted in the form of a variable target bonus, which is made up of a short-term (cash) and a long-term (personal investment) component. This personal investment component requires the purchase of shares in Klöckner & Co SE at the grant date and is subject to a four-year lock-up period. The figure of €1,386 thousand stated for share-based remuneration in 2024 relates to the fair value of the Management Board’s personal investment component to be paid out in shares for fiscal year 2024 and corresponds to the entitlement granted. Due to the takeover offer from Worthington Steel published on February 5, 2026, the Supervisory Board decided to suspend the obligation of the Management Board members to invest the personal investment component of the annual bonus for fiscal year 2025 and to pay out the annual bonus entirely in cash. Accordingly, a provision in the full amount of €2,448 thousand (2024: €924 thousand) was recognized for the performance-related remuneration of the Management Board for fiscal year 2025.
Supervisory Board remuneration comprises basic remuneration, attendance fees, expenses and the value added tax payable on the remuneration components. As of December 31, 2025, there was a provision for basic remuneration for the Supervisory Board in the amount of €648 thousand (2024: €644 thousand).
The following table illustrates the remuneration in accordance with IAS 24 (Related Party Disclosure) for the Management Board and the Supervisory Board:
| (€ thousand) |
2025 | 2024 | ||||||
| Short-term benefits (IAS 24.17 a) |
||||||||
| – Management Board |
5,718 | 4,095 | ||||||
| – Supervisory Board |
648 | 644 | ||||||
| Share-based remuneration from the personal investment component of Management Board variable remuneration (IAS 24.17 e) |
— | 1,386 | ||||||
|
|
|
|
|
|||||
| Total remunerations IFRS |
6,366 | 6,125 | ||||||
|
|
|
|
|
|||||
There are pension provisions of €6,622 thousand (2024: €6,963 thousand) for members of the Management Board as of the reporting date. As of December 31, 2025, as in the prior year, no loans or advances had been granted to members of the Management Board or Supervisory Board; likewise, as in the prior year, no commitments had been assumed into in favor of members of the Management Board or Supervisory Board.
Furthermore, all Group companies listed in the annex to the notes to the consolidated financial statements of the parent company of Klöckner & Co SE are also classified as related parties within the meaning of IAS 24. All transactions with related parties included in the consolidated financial statements have been eliminated in the consolidation entries. Transactions with associates or non-consolidated subsidiaries generally resulted from normal trading in goods and services. In the reporting year, the Group supplied these companies with goods to the value of €6 thousand (2024: €43 thousand) and purchased goods from them to the value of €856 thousand (2024: €943 thousand). All transactions took place at arm’s length. There were liabilities of €122 thousand (2024: €112 thousand) as of the reporting date.
Without exception, the transactions between the Group companies and related parties are attributable to ordinary activities and were conducted on an arm’s length basis.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 61 |
Consolidated financial statements
| 34. | Notes to the consolidated statement of cash flows |
The consolidated statement of cash flows is presented in accordance with IAS 7 (Statement of Cash Flows). It is of central importance in assessing the cash flows of the Klöckner & Co Group.
The changes in the items of the statement of financial position that provide the basis for the statement of cash flows cannot be directly reconciled to the statement of financial position due to the effects of currency translation and changes in the scope of consolidation, which are eliminated in preparing the statement of cash flows.
Cash and cash equivalents (including €0 million (2024: €9 million) in short-term investments) at the year-end 2025 came to €60 million (2024: €121 million).
Cash flow from operating activities
Cash flow from operating activities was €110 million in the fiscal year (2024: €160 million). The main drivers of cash flow from operating activities are EBITDA and changes in net working capital. The additional release of funds net of exchange rate effects and changes in the scope of consolidation were as follows:
| Variance | ||||||||
| (€ thousand) |
2025/2024 | 2024/2023 | ||||||
| Inventories |
2,401 | -148,646 | ||||||
| Trade receivables |
49,112 | -72,516 | ||||||
| Contract assets |
6,357 | -6,113 | ||||||
| Supplier bonus receivables |
3,239 | 445 | ||||||
| Trade payables |
-115,525 | 64,742 | ||||||
| Contract liabilities |
-8,690 | 1,747 | ||||||
| Advance payments received |
377 | 270 | ||||||
|
|
|
|
|
|||||
| Net Working Capital |
-62,730 | -160,071 | ||||||
|
|
|
|
|
|||||
Cash flow from investing activities
Cash outflows of €113 million from capital expenditure on property, plant and equipment, intangible assets and financial assets and of €5 million for the acquisition of consolidated subsidiaries were offset by a total of €113 million in cash inflows from disposal of property, plant and equipment, financial assets and disposal groups. The net outcome was a cash outflow of €5 million (2024: €121 million).
Cash flow from financing activities
The negative €155 million (2024: negative €140 million) cash flow from financing activities includes a cash outflow of €20 million for dividend payments to shareholders of Klöckner & Co SE and €35 million for lease liability repayments in accordance with IFRS 16.
The €1 million payments for derivatives in financing activities in fiscal year 2024 relate to the settlement of currency transactions with banks (currency swaps) used to hedge intercompany loans.
The Klöckner & Co Group’s business activities constantly generate short-term cash inflows. These are generally used within one month to repay working capital facilities.
Financial liabilities changed as follows:
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 62 |
Consolidated financial statements
| (€ thousand) |
Liabilities to banks | Liabilities under ABS program | Lease liabilities | Total | ||||||||||||
| Balance as of January 1, 2024 |
696,642 | 97,777 | 133,167 | 927,587 | ||||||||||||
| Changes in cash flow from financing activities |
||||||||||||||||
| Borrowings of financial liabilities |
331,149 | 9,736 | — | 340,885 | ||||||||||||
| Repayment of financial liabilities |
-344,467 | -77,752 | -34,205 | -456,424 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Changes in cash flow from financing activities |
-13,318 | -68,016 | -34,205 | -115,539 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Changes arising from obtaining or losing control of subsidiaries or other businesses |
— | — | 11,349 | 11,349 | ||||||||||||
| Effect of changes in foreign exchange rates |
22,818 | 331 | 5,704 | 28,853 | ||||||||||||
| Other changes liability-related |
||||||||||||||||
| Changes in bank overdraft |
-989 | — | — | -989 | ||||||||||||
| New leases |
— | — | 33,375 | 33,375 | ||||||||||||
| Early terminations of leases |
— | — | -483 | -483 | ||||||||||||
| Interest expense |
53,341 | 5,414 | 4,731 | 63,486 | ||||||||||||
| Interest paid |
-42,417 | -5,414 | -4,731 | -52,562 | ||||||||||||
| Interest received |
944 | — | — | 944 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liability-related other changes |
10,878 | — | 32,892 | 43,770 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of December 31, 2024 |
717,021 | 30,092 | 148,907 | 896,019 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of January 1, 2025 |
717,021 | 30,092 | 148,907 | 896,019 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Changes in cash flow from financing activities |
||||||||||||||||
| Borrowings of financial liabilities |
432,647 | 56,107 | — | 488,754 | ||||||||||||
| Repayment of financial liabilities |
-539,000 | -48,190 | -35,354 | -622,544 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Changes in cash flow from financing activities |
-106,353 | 7,917 | -35,354 | -133,790 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Changes arising from obtaining or losing control of subsidiaries or other businesses |
-7,627 | — | 127 | -7,500 | ||||||||||||
| Effect of changes in foreign exchange rates |
-45,723 | — | -11,871 | -57,594 | ||||||||||||
| Other changes liability-related |
||||||||||||||||
| Changes in bank overdraft |
-770 | — | — | -770 | ||||||||||||
| New leases |
— | — | 81,599 | 81,599 | ||||||||||||
| Early terminations of leases |
— | — | -10,530 | -10,530 | ||||||||||||
| Interest income |
-2,468 | -2,468 | ||||||||||||||
| Interest expense |
42,803 | 3,452 | 6,672 | 52,927 | ||||||||||||
| Interest paid |
-44,572 | -3,452 | -6,672 | -54,696 | ||||||||||||
| Interest received |
725 | — | — | 725 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liability-related other changes |
-4,282 | — | 71,069 | 66,786 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of December 31, 2025 |
553,035 | 38,008 | 172,878 | 763,921 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 63 |
Consolidated financial statements
| 35. | Segment reporting |
Reporting of operating segments in accordance with IFRS 8 is based on the internal organization and reporting structure. The Klöckner & Co Group is organized by regions. The reporting structure covers all companies domiciled in these regions. Central functions not assigned to a segment and consolidation adjustments are reported separately. The CODM function is performed collectively by the Management Board.
The segments use the same significant accounting policies as described in NOTE 5 (SIGNIFICANT ACCOUNTING POLICIES), except in the case of intra-Group transactions (especially profit distributions and impairments on consolidated affiliated companies), which are eliminated within the individual segments.
| Kloeckner Metals Americas | Kloeckner Metals Europe | Total segments | ||||||||||||||||||||||
| (€ thousand) |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||
| External sales |
3,731,713 | 3,917,148 | 2,648,441 | 2,715,045 | 6,380,154 | 6,632,193 | ||||||||||||||||||
| EBITDA before material special effects |
177,591 | 153,925 | -6,288 | -17,838 | 171,303 | 136,088 | ||||||||||||||||||
For the breakdown of sales by customer location and type of transaction, please see NOTE 7 (SALES).
EBITDA, as a key performance indicator, is defined as earnings before income from investments, interest, taxes, depreciation, amortization, impairments and reversals of impairments of intangible assets and property, plant and equipment. The reconciliation to net loss and the material special effects adjusted out of EBITDA are presented in the following tables.
Additional segment information for other material items:
| Kloeckner Metals Americas | Kloeckner Metals Europe | Total segments | Holding and other Group companies |
Consolidation adjustments |
Total Group | |||||||||||||||||||||||||||||||||||||||||||
| (€ thousand) |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||
| Cost of materials |
-3,013,546 | -3,244,474 | -2,167,033 | -2,233,246 | -5,180,578 | -5,477,720 | — | — | — | — | -5,180,578 | -5,477,720 | ||||||||||||||||||||||||||||||||||||
| Amortization and depreciation of intangible assets and property, plant and equipment |
-59,439 | -65,818 | -57,873 | -57,134 | -117,311 | -122,953 | -2,452 | -2,875 | — | — | -119,763 | -125,827 | ||||||||||||||||||||||||||||||||||||
| Impairments on intangible assets and property, plant and equipment |
— | -923 | -1,023 | -1,872 | -1,023 | -2,795 | — | -448 | — | — | -1,023 | -3,243 | ||||||||||||||||||||||||||||||||||||
| Impairment reversals on intangible assets and property, plant and equipment |
— | — | 97 | 50 | 97 | 50 | — | — | — | — | 97 | 50 | ||||||||||||||||||||||||||||||||||||
| Interest income |
3,190 | 572 | 6,031 | 2,642 | 9,221 | 3,214 | 19,345 | 31,672 | -21,787 | -32,573 | 6,778 | 2,313 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Interest expense |
-36,716 | -41,271 | -23,453 | -32,260 | -60,169 | -73,532 | -15,541 | -21,857 | 21,787 | 31,166 | -53,923 | -64,223 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 64 |
Consolidated financial statements
Reconciliation to net loss
| (€ thousand) |
2025 | 2024 | ||||||
| EBITDA before material special effects |
171,303 | 136,088 | ||||||
| Holding and other Group companies |
67 | 2,177 | ||||||
| Consolidation adjustments |
— | -1,993 | ||||||
| Material special effects |
-19,810 | -27,191 | ||||||
|
|
|
|
|
|||||
| EBITDA |
151,559 | 109,081 | ||||||
|
|
|
|
|
|||||
| Depreciation, amortization and impairment losses |
-120,690 | -129,021 | ||||||
|
|
|
|
|
|||||
| EBIT (Earnings before interest and taxes) |
30,869 | -19,939 | ||||||
|
|
|
|
|
|||||
| Income from investments |
-1,565 | -1,607 | ||||||
| Financial result |
-47,144 | -61,910 | ||||||
|
|
|
|
|
|||||
| EBT (Earnings before taxes) |
-17,840 | -83,456 | ||||||
|
|
|
|
|
|||||
| Income taxes |
-35,546 | -62,241 | ||||||
| Net loss from continuing operations |
-53,386 | -145,698 | ||||||
| Net loss from discontinued operations |
— | -29,861 | ||||||
|
|
|
|
|
|||||
| Net loss |
-53,386 | -175,559 | ||||||
|
|
|
|
|
|||||
Comparability between the fiscal year 2025 results and the prior year is impacted by the following special effects:
| (€ thousand) |
2025 | 2024 | ||||||
| Restructuring income and other material special effects |
||||||||
| – Gains on site sales/closures |
||||||||
| (after deducting transaction costs) |
25,815 | 0 | ||||||
| – Insurance reimbursement income related to hurricane Helene |
907 | 6,315 | ||||||
| – Gains on the sale of real estate |
— | 978 | ||||||
|
|
|
|
|
|||||
| 26,722 | 7,293 | |||||||
|
|
|
|
|
|||||
| Restructuring expenses and other material special effects |
||||||||
| – Losses on sales of subsidiaries and site closures |
-24,066 | — | ||||||
| – Restructuring consulting |
-7,192 | — | ||||||
| – Personnel expenses |
-7,055 | -6,627 | ||||||
| – One-off expenses for takeover offer |
-4,908 | — | ||||||
| – Restructuring-related inventory write-downs |
-2,675 | -13,680 | ||||||
| – Other restructuring expenses |
-637 | -6,789 | ||||||
| – Damages related to hurricane Helene |
— | -7,387 | ||||||
|
|
|
|
|
|||||
| -46,532 | -34,483 | |||||||
|
|
|
|
|
|||||
| EBITDA impact |
-19,810 | -27,191 | ||||||
|
|
|
|
|
|||||
2025
Restructuring income and other material special effects
Restructuring income includes €25.8 million in income from the sale of eight sites in the Americas segment and the closure of a site in segment Europe.
A further €0.9 million in insurance income was received in the fiscal year from the settlement of an insurance claim due to a hurricane in 2024 in the Americas segment.
Restructuring expenses and other material special effects
Of the €24.1 million in losses from the sale of subsidiaries and site closures, €19.4 million related to the deconsolidation of Kloeckner Metals Brasil Ltda. in São Paulo, Brazil (€19.6 million of which was exchange rate losses), €0.3 million to the deconsolidation of Naflex, S. de R.L. de C.V. in San Nicolás de los Garza, Mexico, and €2.3 million to two sites in the Kloeckner Metals Americas segment (USA) and one site in the Kloeckner Metals Europe segment (Germany).
The restructuring programs in the Kloeckner Metals Europe segment resulted in €16.9 million in expenses for consulting, personnel measures, and inventory write-downs.
The one-time expenses of €4.9 million incurred in connection with the takeover offer from Worthington Steel include €1.2 million in transaction costs for consulting services in the segment Holding and other group companies. An additional €3.6 million relates to expenses for share-based payments resulting from gains in the share price following rumors of a potential public takeover bid by Worthington Steel between December 6, 2025 and December 31, 2025, across all segments.
2024
Impacts of environmental disasters
The Kloeckner Metals Americas segment was affected by several hurricanes in fiscal year 2024, one of which severely damaged a site. The resulting losses amount to €7 million in the fiscal year, offset by insurance recoveries of €6 million.
Restructuring expenses and other material special effects
Planned restructuring in the Kloeckner Metals Americas and the Kloeckner Metals Europe segment resulted in income from sales of real estate of €1 million, personnel-related site closure expenses of €7 million and other restructuring expenses of €7 million. In addition, there were inventory write-downs of €14 million in fiscal year 2024 in the Europe segment.
Net working capital comprises inventories and trade receivables, including contract assets and supplier bonus receivables, less trade payables, including contract liabilities and advance payments received.
Non-cash income and expenses mainly relate to changes in fair values of derivative financial instruments.
The net income from discontinued operations in the prior year related to the sale of the distribution business in France, Belgium, the Netherlands and the United Kingdom.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 65 |
Consolidated financial statements
Non-current assets by country
Intangible assets, property, plant and equipment and investment property are broken down by country as follows:
| (€ thousand) |
2025 | 2024 | ||||||
| USA |
320,280 | 361,340 | ||||||
| Mexico |
180,142 | 173,781 | ||||||
| Switzerland |
335,568 | 319,721 | ||||||
| Germany |
141,377 | 147,013 | ||||||
| Other countries |
17,867 | 17,172 | ||||||
|
|
|
|
|
|||||
| Total |
995,235 | 1,019,027 | ||||||
|
|
|
|
|
|||||
| 36. | Subsequent events |
In January 2025, in agreement with the Swiss core banks, Klöckner & Co terminated bilateral credit lines with a total volume of CHF 160 million (approximately €170 million) and established an unsecured syndicated loan with a volume of CHF 200 million (approximately €212 million) as a new financing instrument. In this connection, the bank syndicate was expanded from three to four banks. The facility has a term of four years until January 2029.
On February 25, 2025, Klöckner & Co signed a contract for the sale of the Brazilian subsidiary Kloeckner Metals Brasil Ltda., São Paulo, Brazil, from the Kloeckner Metals Americas segment to a major Brazilian steel producer. Closing took place on March, 31, 2025. Assets of €9 million and liabilities of €10 million were transferred in this connection. The total loss amounted to €19.4 million, of which €19.6 million was attributable to exchange rate-related loss on disposal. The company contributed €32 million, or around 0.05%, to Klöckner & Co’s consolidated sales in 2024.
On January 15, 2026, the Management Board of Klöckner & Co SE resolved to divest the Becker Group (the Becker CGU). The Management Board of Klöckner & Co SE made this decision after a comprehensive analysis and evaluation of possible strategic options for the Becker Group. Through this step, Klöckner & Co intends to allow the Becker Group to contribute to the consolidation of the European industry under new ownership while strengthening the focus on higher value-added products and services. At end of May 2026, following progress in the sale process and the assessment of market interest, Becker Group had become saleable under prevailing market conditions and classifications of assets held for sale under IFRS 5 has been conducted. The estimated fair value less costs to sell amounts to approximately €72.8 million. Accordingly, the excess of the carrying amount over the estimated fair value less costs to sell is expected to result in the recognition of an impairment loss according to IFRS 5 in the amount of approximately €218 million.
On January 15, 2026, Klöckner & Co SE and Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel, Inc., signed a business combination agreement. In this connection, Worthington Steel
submitted a voluntary public takeover offer for all outstanding shares of Klöckner & Co SE. The agreed offer price was €11.00 per Klöckner & Co share in cash. On March 31, 2026, Worthington Steel announced that, within the initial acceptance period, it had secured 58.8% of all outstanding Klöckner & Co shares. The required minimum acceptance threshold of 57.5% was thus exceeded. Together with additional Klöckner & Co shares tendered during the additional acceptance period ending April 14, 2026, Worthington Steel has secured a total of 61.87% of all outstanding Klöckner & Co shares. Furthermore, on March 27, 2026, Worthington Steel informed the Management Board of Klöckner & Co SE that it intends to enter into a domination and profit and loss transfer agreement between Worthington Steel GmbH as the controlling company and Klöckner & Co SE as the controlled company. On June 3, 2026 Worthington Steel GmbH has decided, by way of a delisting acquisition offer to the shareholders of Klöckner & Co SE, to acquire all no-par value registered shares in the Company for consideration in the amount of €11.00. Worthington Steel published the offer document on July 15, 2026. The Management Board and Supervisory Board of Klöckner & Co SE published their joint response statement on July 22, 2026 and, following careful and independent review, concluded that they are unable to recommend either acceptance or rejection of the offer to shareholders. The delisting acquisition offer is not subject to any completion conditions and can therefore proceed regardless of the level of acceptance. Under the terms of the delisting agreement, Klöckner & Co will submit its application for revocation of stock exchange admission no later than seven business days before the end of the acceptance period. As a result, the delisting is expected to take effect immediately upon expiry of the acceptance period. The acceptance period is expected to end at midnight on August 12, 2026 (Frankfurt am Main local time).
In May 2026, we adjusted the volume of the German ABS program from €100 million to €60 million and reduced the number of banks involved from three to one. Likewise in May, in light of the upcoming change of control in favor of Worthington Steel, we made extensive amendments to our syndicated loan agreement. The main changes are a reduction in size from €350 million to €150 million, a reduction in the number of participating banks from seven to four, and the agreement of a two-year term. To maintain the total financing volume under the syndicated loan to date, Klöckner & Co has entered into a five-year, €200 million revolving shareholder loan with Worthington Steel. The amendments to the syndicated loan agreement and the shareholder loan took effect on completion of Worthington Steel’s voluntary takeover offer on June 3, 2026. The syndicated loan and the shareholder loan fall due in June 2028 and June 2031, respectively. All other Group financing instruments continue unchanged. The core Group financing instruments have a volume-weighted remaining term of two years.
At the end of first half 2026, following a deterioration in the expected operating performance of the CGU Mexico, management updated the assumptions used in its cash flow projections, including assumptions relating to tariff policies, market conditions and increased logistics costs. Based on the revised forecasts, the recoverable amount of the Mexico CGU was determined as of June 30, 2026, resulting in the full impairment of goodwill (€28 million), impairment charges on intangible assets (€20 million) and property, plant and equipment (€4 million). No additional impairment losses were recognized, as the fair value less costs of disposal of the individual assets exceeded their respective carrying amounts.
These developments were not considered in the measurement of the recoverable amount as of reporting date, as they became known after the reporting date. Consequently, they constitute non-adjusting events under IAS 10.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 66 |
Consolidated financial statements
The cash-generating unit (CGU) USA currently maintains an asset-based lending facility (ABL facility) with a total commitment of USD 650 million, of which the equivalent of EUR 360 million was utilized as of June 30, 2026. The facility matures in July 2027. Following the anticipated execution of the Domination and Profit and Loss Transfer Agreement (DPLTA) with Worthington Steel, which is expected by the end of 2026, Kloeckner Metals Corporation, Wilmington, USA (KMC), intends to participate in an existing combined ABL financing arrangement together with Worthington Steel. The underlying financing agreement already contains an expansion option that allows the facility to be increased by an amount corresponding to KMC’s current borrowing capacity. Should the DPLTA not become effective as planned, KMC intends to pursue an extension of its existing ABL facility during the first quarter of 2027. Management currently considers the refinancing risk to be limited, primarily due to the existing contractual framework for the financing arrangement and the asset-based structure of the facility, which is supported by borrowing bases consisting of inventories and trade receivables. Nevertheless, the completion of the planned financing arrangements remains subject to the successful execution of the respective contractual and corporate measures.
| Klöckner & Co SE – Consolidated Financial Statements 2025 | 70 |
Alle Rechte vorbehalten. Ohne Genehmigung des Verlages ist es nicht gestattet, die Vordrucke ganz oder teilweise nachzudrucken bzw. auf fotomechanischem oder elektronischem Wege zu vervielfältigen und/oder zu verbreiten. © IDW Verlag GmbH · 50355/1
[Translator‘s notes are in square brackets]
General Engagement Terms
for
Wirtschaftsprüferinnen, Wirtschaftsprüfer and
Wirtschaftsprüfungsgesellschaften
[German Public Auditors and Public Audit Firms] as of July 1, 2026
1. Scope of application
(1) These engagement terms apply to contracts between German Public Auditors (Wirtschaftsprüferinnen/Wirtschaftsprüfer) or German Public Audit Firms (Wirtschaftsprüfungsgesellschaften) – hereinafter collectively referred to as ”German Public Auditors” – and their engaging parties for assurance services, tax advisory services, advice on business matters and other engagements except as otherwise agreed in writing (Textform) or prescribed by a mandatory rule.
(2) Third parties may derive claims from contracts between German Public Auditors and engaging parties only when this is agreed or results from mandatory rules prescribed by law. In relation to such claims, these engagement terms also apply to these third parties. A German Public Auditor is also entitled to invoke objections (Einwendungen) and defences (Einreden) arising from the contractual relationship with the engaging party to third parties.
2. Scope and execution of the engagement
(1) Object of the engagement is the agreed service – not a particular economic result. The engagement will be performed in accordance with the German Principles of Proper Professional Conduct (Grundsätze ordnungsmäßiger Berufsausübung). The German Public Auditor does not assume any management functions in connection with his services. The German Public Auditor is not responsible for the use or implementation of the results of his services. The German Public Auditor is entitled to make use of competent persons to conduct the engagement.
(2) Except for assurance engagements (betriebswirtschaftliche Prüfungen), the consideration of foreign law requires an express agreement in writing (Textform).
(3) If circumstances or the legal situation change subsequent to the release of the final professional statement, the German Public Auditor is not obligated to refer the engaging party to changes or any consequences resulting therefrom.
3. The obligations of the engaging party to cooperate
(1) The engaging party shall ensure that all documents and further information necessary for the performance of the engagement are provided to the German Public Auditor on a timely basis, and that he is informed of all events and circumstances that may be of significance to the performance of the engagement. This also applies to those documents and further information, events and circumstances that first become known during the German Public Auditor’s work. The engaging party will also designate suitable persons to provide information.
(2) Upon the request of the German Public Auditor, the engaging party shall confirm the completeness of the documents and further information submitted as well as the explanations and statements provided in a statement as drafted by the German Public Auditor in a legally accepted written form (gesetzliche Schriftform) or any other form determined by the German Public Auditor.
4. Ensuring independence
(1) The engaging party shall refrain from anything that endangers the independence of the German Public Auditor’s staff. This applies throughout the term of the engagement, and in particular to offers of employment or to assume an executive or non-executive role, and to offers to accept engagements on their own behalf.
(2) Were the performance of the engagement to impair the independence of the German Public Auditor, of related firms, firms within his network, or such firms associated with him, to which the independence requirements apply in the same way as to the German Public Auditor in other engagement relationships, the German Public Auditor is entitled to terminate the engagement for good cause.
5. Reporting and oral information
To the extent that the German Public Auditor is required to present results in a legally accepted written form (gesetzliche Schriftform) or in writing (Textform) as part of the work in executing the engagement, only that presentation is authoritative. Drafts of such presentations are non-binding.
Except as otherwise provided for by law or contractually agreed, oral statements and explanations by the German Public Auditor are binding only when they are confirmed in writing (Textform). Statements and information of the German Public Auditor outside of the engagement are always non-binding.
6. Distribution of a German Public Auditor‘s professional statement
(1) The distribution to a third party of professional statements of the German Public Auditor (results of work or extracts of the results of work whether in draft or in a final version) or information about the German Public Auditor acting for the engaging party requires the German Public Auditor’s consent be issued in writing (Textform), unless the engaging party is obligated to distribute or inform due to law or a regulatory requirement.
(2) The use by the engaging party for promotional purposes of the German Public Auditor’s professional statements and of information about the German Public Auditor acting for the engaging party is prohibited.
7. Deficiency rectification
(1) In case there are any deficiencies, the engaging party is entitled to specific subsequent performance by the German Public Auditor. The engaging party may reduce the fees or cancel the contract for failure of such subsequent performance, for subsequent non-performance or unjustified refusal to perform subsequently, or for unconscionability or impossibility of subsequent performance. If the engagement was not commissioned by a consumer, the engaging party may only cancel the contract due to a deficiency if the service rendered is not relevant to him due to failure of subsequent performance, to subsequent non-performance, to unconscionability or impossibility of subsequent performance. No. 9 applies to the extent that further claims for damages exist.
(2) The engaging party must assert a claim for subsequent performance (Nacherfüllung) in writing (Textform) without delay. Claims for subsequent performance pursuant to paragraph 1 not arising from an intentional act expire after one year subsequent to the commencement of the time limit under the statute of limitations.
(3) Apparent deficiencies, such as clerical errors, arithmetical errors and deficiencies associated with technicalities contained in a German Public Auditor’s professional statement (long-form reports, expert opinions etc.) may be corrected – also versus third parties – by the German Public Auditor at any time. Misstatements which may call into question the results contained in a German Public Auditor’s professional statement entitle the German Public Auditor to withdraw such statement – also versus third parties. In such cases the German Public Auditor should first hear the engaging party, if practicable.
8. Confidentiality towards third parties, and data protection
(1) Pursuant to the law (§ [Article] 323 Abs 1 [paragraph 1] HGB [German Commercial Code: Handelsgesetzbuch], § 43 WPO [German Law regulating the Profession of Wirtschaftsprüfer: Wirtschaftsprüferordnung], § 203 StGB [German Criminal Code: Strafgesetzbuch]) the German Public Auditor is obligated to maintain confidentiality regarding facts and circumstances confided to him or of which he becomes aware in the course of his professional work, unless the engaging party releases him from this confidentiality obligation.
(2) When processing personal data, the German Public Auditor will observe national and European legal provisions on data protection.
9. Liability
(1) For legally required services by German Public Auditors, in particular audits, the respective legal limitations of liability, in particular the limitation of liability pursuant to § 323 Abs. 2 HGB, apply.
(2) Insofar neither a statutory limitation of liability is applicable, nor an individual contractual limitation of liability exists, claims for damages due to negligence arising out of the contractual relationship between the engaging party and the German Public Auditor, except for damages resulting from injury to life, body or health as well as for damages that constitute a duty of replacement by a producer pursuant to § 1 ProdHaftG [German Product Liability Act: Produkthaftungsgesetz], are limited to € 4 million pursuant to
| Lizenziert für/Licensed to: PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft |4319723 | 50355 | |
| 7/2026 |
§ 54 a Abs. 1 Number 2 WPO. This applies equally to claims against the German Public Auditor made by third parties arising from, or in connection with, the contractual relationship.
(3) When multiple claimants assert a claim for damages arising from an existing contractual relationship with the German Public Auditor due to the German Public Auditor’s negligent breach of duty, the maximum amount stipulated in paragraph 2 applies to the respective claims of all claimants collectively.
(4) The maximum amount under paragraph 2 relates to an individual case of damages. An individual case of damages also exists in relation to a uniform damage arising from a number of breaches of duty. The individual case of damages encompasses all consequences from a breach of duty regardless of whether the damages occurred in one year or in a number of successive years. In this case, multiple acts or omissions based on the same source of error or on a source of error of an equivalent nature are deemed to be a single breach of duty if the matters in question are legally or economically connected to one another. In this event the claim against the German Public Auditor is limited to € 5 million.
(5) A claim for damages expires if a suit is not filed within six months subsequent to the written statement (Textform) of refusal of acceptance of the indemnity and the engaging party has been informed of this consequence. This does not apply to claims for damages resulting from scienter, a culpable injury to life, body or health as well as for damages that constitute a liability for replacement by a producer pursuant to § 1 ProdHaftG. The right to invoke a plea of the statute of limitations remains unaffected.
(6) § 323 HGB remains unaffected by the rules in paragraphs 2 to 5.
10. Supplementary provisions for audit engagements
(1) If the engaging party subsequently amends the financial statements or management report audited by a German Public Auditor and accompanied by an auditor‘s report (Bestätigungsvermerk), he may no longer use this auditor’s report. If the German Public Auditor has not issued an auditor‘s report, a reference to the audit conducted by the German Public Auditor in the management report or any other public reference is permitted only with the German Public Auditor’s consent, issued in a legally accepted written form (gesetzliche Schriftform), and with a wording authorized by him.
(2) lf the German Public Auditor revokes the auditor‘s report, it may no longer be used. lf the engaging party has already made use of the auditor‘s report, then upon the request of the German Public Auditor he must give notification of the revocation.
(3) The engaging party has a right to five official copies of the report. Additional official copies will be charged separately.
(4) Any claims by the engaging party for information about, inspection of, or handing over of the German Public Auditor‘s working papers may be asserted only after the respective engagement has ended and only within one year from that point in time.
(5) The German Public Auditor is not obliged to provide information about, grant access to, or hand over the German Public Auditor‘s working papers to the engaging party to the extent that this would conflict with the German Public Auditor‘s trade secrets or confidentiality obligations.
(6) The engaging party shall reimburse the German Public Auditor for costs incurred in satisfying any claims for information about, inspection of, or receipt of the German Public Auditor‘s working papers.
11. Supplementary provisions for assistance in tax matters
(1) When advising on an individual tax issue as well as when providing ongoing tax advice, the German Public Auditor is entitled to use as a correct and complete basis the facts provided by the engaging party – especially numerical disclosures; this also applies to bookkeeping engagements. Nevertheless, he is obligated to indicate to the engaging party any material errors he has identified.
(2) The tax advisory engagement does not encompass procedures required to observe deadlines, unless the German Public Auditor has explicitly accepted a corresponding engagement. In this case the engaging party must provide the German Public Auditor with all documents required to observe deadlines – in particular tax assessments – on such a timely basis that the German Public Auditor has an appropriate lead time.
(3) Except as agreed otherwise in writing (Textform), ongoing tax advice encompasses the following work during the contract period:
| a) | preparation and electronic transmission of annual tax returns, including financial statements for tax purposes in electronic format, for income tax, corporate tax and business tax, namely on the basis of the annual financial statements, and on other schedules and evidence documents required for the taxation, to be provided by the engaging party |
| b) | examination of tax assessments in relation to the taxes referred to in (a) |
| c) | negotiations with tax authorities in connection with the returns and assessments mentioned in (a) and (b) |
| d) | support in tax audits and evaluation of the results of tax audits with respect to the taxes referred to in (a) |
| e) | participation in petition or protest and appeal procedures with respect to the taxes mentioned in (a). |
In the aforementioned tasks the German Public Auditor takes into account material published legal decisions and administrative interpretations.
(4) If the German Public auditor receives a fixed fee for ongoing tax advice, the work mentioned under paragraph 3 (d) and (e) is to be remunerated separately, except as agreed otherwise in writing (Textform).
(5) Insofar the German Public Auditor is also a German Tax Advisor and the German Tax Advice Remuneration Regulation (Steuerberatungsvergütungsverordnung) is to be applied to calculate the remuneration, a greater or lesser remuneration than the legal default remuneration can be agreed in writing (Textform). (6) Work relating to special individual issues for income tax, corporate tax, business tax and valuation assessments for property units as well as all issues in relation to sales tax, payroll tax, other taxes and dues requires a separate engagement. This also applies to: a) work on non-recurring tax matters, e.g. in the field of estate tax and real estate sales tax; b) support and representation in proceedings before tax and administrative courts and in criminal tax matters; c) advisory work and work related to expert opinions in connection with changes in legal form and other re-organizations, capital increases and reductions, insolvency related business reorganizations, admission and retirement of owners, sale of a business, liquidations and the like, and d) support in complying with disclosure and documentation obligations. (7) To the extent that the preparation of the annual sales tax return is undertaken as additional work, this includes neither the review of any special accounting prerequisites nor the issue as to whether all potential sales tax allowances have been identified. No guarantee is given for the complete compilation of documents to claim the input tax credit.
12. Electronic communication
Communication between the German Public Auditor and the engaging party may be via e-mail. In the event that the engaging party does not wish to communicate via e-mail or sets special security requirements, such as the encryption of e-mails, the engaging party will inform the German Public Auditor in writing (Textform) accordingly.
13. Remuneration
(1) In addition to his claims for fees, the German Public Auditor is entitled to claim reimbursement of his expenses; sales tax will be billed additionally. He may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of his services dependent upon the complete satisfaction of his claims. Multiple engaging parties are jointly and severally liable.
(2) If the engaging party is not a consumer, then a set-off against the German Public Auditor’s claims for remuneration and reimbursement of expenses is admissible only for undisputed claims or claims determined to be legally binding.
14. Dispute Settlement
The German Public Auditor is not prepared to participate in dispute settlement procedures before a consumer arbitration board (Verbraucherschlichtungsstelle) within the meaning of § 2 of the German Act on Consumer Dispute Settlements (Verbraucherstreitbeilegungsgesetz).
15. Applicable law
The contract, the performance of the services and all claims resulting therefrom are exclusively governed by German law.
| Lizenziert für/Licensed to: PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft |4319723 |
| Q1 |
||||
| Interim Report | ||||
| as of March 31, 2026 | ||||
Condensed Interim consolidated financial Statements for the three-month period ending March 31, 2026
| Consolidated statement of income |
3 | |||
| Statement of comprehensive income |
4 | |||
| Consolidated statement of financial position |
5 | |||
| Consolidated statement of cash flows |
7 | |||
| Summary of changes in consolidated equity |
8 | |||
| Selected explanatory notes to the condensed interim consolidated financial |
10 | |||
| statements for the three-month period ending March 31, 2026 |
||||
| Responsibility statement |
29 | |||
| Interim Report Q1 2026 | Financial Information | 3 |
Klöckner & Co SE
Consolidated statement of income
for the three-month period ending March 31, 2026
| (€ thousand) |
Q1 2026 | Q1 2025 | ||||||
| Sales |
1,568,142 | 1,666,295 | ||||||
| Changes in inventory |
4,929 | 3,142 | ||||||
| Other operating income |
9,740 | 7,987 | ||||||
| Cost of materials |
-1,274,980 | -1,352,866 | ||||||
| Personnel expenses |
-142,458 | -155,662 | ||||||
| Depreciation and amortization |
-30,786 | -30,346 | ||||||
| Other operating expenses |
-124,587 | -150,657 | ||||||
|
|
|
|
|
|||||
| Operating result |
10,001 | -12,106 | ||||||
|
|
|
|
|
|||||
| Income from investments |
231 | 1,131 | ||||||
|
|
|
|
|
|||||
| Finance income |
1,246 | 1,919 | ||||||
| Finance expenses |
-12,651 | -13,810 | ||||||
| Financial result |
-11,404 | -11,891 | ||||||
|
|
|
|
|
|||||
| Earnings before taxes |
-1,173 | -22,866 | ||||||
|
|
|
|
|
|||||
| Income taxes |
-2,722 | -5,071 | ||||||
| Net income |
-3,895 | -27,937 | ||||||
|
|
|
|
|
|||||
| thereof attributable to |
||||||||
| – shareholders of Klöckner & Co SE |
-4,384 | -28,252 | ||||||
| – non-controlling interests |
489 | 315 | ||||||
| Earnings per share (€/share) |
||||||||
| – basic / diluted |
-0.04 | -0.28 | ||||||
| Earnings per share attributable to the ordinary equity holders of Klöckner & Co SE (€/share) |
||||||||
| – basic /diluted |
-0.04 | -0.28 | ||||||
| Interim Report Q1 2026 | Financial Information | 4 |
Statement of comprehensive income
for the three-month period ending March 31, 2026
| (€ thousand) |
Q1 2026 | Q1 2025 | ||||||
| Net income |
-3,895 | -27,937 | ||||||
| Other comprehensive income not reclassifiable |
||||||||
| Gains/losses from investments in equity instruments |
-25 | — | ||||||
| Actuarial gains/losses (IAS 19) |
53,001 | -96,949 | ||||||
|
|
|
|
|
|||||
| Total |
52,976 | -96,949 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income reclassifiable |
||||||||
| Foreign currency translation |
23,737 | -39,224 | ||||||
| Gains/losses from cash flow hedges |
1,009 | —14 | ||||||
| Reclassification to profit and loss due to sale of foreign subsidiaries |
— | 19,568 | ||||||
|
|
|
|
|
|||||
| Total |
24,746 | -19,670 | ||||||
|
|
|
|
|
|||||
| Related income taxes |
-8,829 | 16,481 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income |
68,893 | -100,139 | ||||||
|
|
|
|
|
|||||
| Group total comprehensive income |
64,998 | -128,076 | ||||||
|
|
|
|
|
|||||
| thereof attributable to |
||||||||
| – shareholders of Klöckner & Co SE |
64,509 | -128,344 | ||||||
| – non-controlling interests |
489 | 268 | ||||||
| Interim Report Q1 2026 | Financial Information | 5 |
Consolidated statement of financial position
as of March 31, 2026
Assets
| (€ thousand) |
Notes | March 31, 2026 | Dec. 31, 2025 | |||||||||
| Non-current assets |
||||||||||||
| Intangible assets |
8 | 178,364 | 178,331 | |||||||||
| Property, plant and equipment |
8 | 888,962 | 810,097 | |||||||||
| Investment property |
9,101 | 6,807 | ||||||||||
| Other financial assets |
28,727 | 28,509 | ||||||||||
| Other non-financial assets |
282,749 | 228,269 | ||||||||||
| Deferred tax assets |
10,268 | 10,833 | ||||||||||
|
|
|
|
|
|||||||||
| Total non-current assets |
1,398,172 | 1,262,845 | ||||||||||
|
|
|
|
|
|||||||||
| Current assets |
||||||||||||
| Inventories |
9 | 1,187,729 | 1,143,577 | |||||||||
| Trade receivables |
838,346 | 583,290 | ||||||||||
| Contract assets |
69,095 | 57,098 | ||||||||||
| Supplier bonus receivables |
29,528 | 55,554 | ||||||||||
| Current income tax receivables |
39,930 | 32,851 | ||||||||||
| Other financial assets |
11,497 | 12,676 | ||||||||||
| Other non-financial assets |
63,774 | 56,534 | ||||||||||
| Cash and cash equivalents |
53,306 | 60,205 | ||||||||||
| Assets held for sale |
14,905 | 14,673 | ||||||||||
|
|
|
|
|
|||||||||
| Total current assets |
2,308,111 | 2,016,459 | ||||||||||
|
|
|
|
|
|||||||||
| Total assets |
3,706,283 | 3,279,304 | ||||||||||
|
|
|
|
|
|||||||||
| Interim Report Q1 2026 | Financial Information | 6 |
Equity and liabilities
| (€ thousand) |
Notes | March 31, 2026 | Dec. 31, 2025 | |||||||||
| Equity |
||||||||||||
| Subscribed capital |
249,375 | 249,375 | ||||||||||
| Capital reserves |
568,622 | 568,622 | ||||||||||
| Retained earnings |
455,238 | 460,185 | ||||||||||
| Accumulated other comprehensive income |
367,736 | 297,752 | ||||||||||
|
|
|
|
|
|||||||||
| Equity attributable to shareholders of Klöckner & Co SE |
1,640,971 | 1,575,933 | ||||||||||
|
|
|
|
|
|||||||||
| Non-controlling interests |
6,787 | 6,298 | ||||||||||
|
|
|
|
|
|||||||||
| Total equity |
1,647,757 | 1,582,231 | ||||||||||
|
|
|
|
|
|||||||||
| Non-current liabilities |
||||||||||||
| Provisions for pensions and similar obligations |
16,370 | 17,302 | ||||||||||
| Other provisions and accrued liabilities |
10,089 | 8,478 | ||||||||||
| Non-current financial liabilities |
10 | 963,114 | 670,210 | |||||||||
| Other financial liabilities |
290 | 1,412 | ||||||||||
| Deferred tax liabilities |
98,288 | 88,027 | ||||||||||
|
|
|
|
|
|||||||||
| Total non-current liabilities |
1,088,150 | 785,429 | ||||||||||
|
|
|
|
|
|||||||||
| Current liabilities |
||||||||||||
| Other provisions and accrued liabilities |
67,897 | 85,012 | ||||||||||
| Income tax liabilities |
26,537 | 27,256 | ||||||||||
| Current financial liabilities |
10 | 177,106 | 93,711 | |||||||||
| Trade payables |
626,827 | 651,401 | ||||||||||
| Other financial liabilities |
18,784 | 16,741 | ||||||||||
| Non-financial contract liabilities |
16,805 | 11,678 | ||||||||||
| Advance payments received |
2,364 | 1,530 | ||||||||||
| Other non-financial liabilities |
34,055 | 24,315 | ||||||||||
|
|
|
|
|
|||||||||
| Total current liabilities |
970,375 | 911,645 | ||||||||||
|
|
|
|
|
|||||||||
| Total liabilities |
2,058,526 | 1,697,073 | ||||||||||
|
|
|
|
|
|||||||||
| Total equity and liabilities |
3,706,283 | 3,279,304 | ||||||||||
|
|
|
|
|
|||||||||
| Interim Report Q1 2026 | Financial Information | 7 |
Consolidated statement of cash flows
for the three-month period ending March 31, 2026
| (€ thousand) |
Q1 2026 | Q1 2025 | ||||||
| Net income |
-3,895 | -27,937 | ||||||
| Income taxes |
2,722 | 5,071 | ||||||
| Financial result |
11,404 | 11,891 | ||||||
| Income from investments |
-231 | -1,131 | ||||||
| Depreciation, amortization, reversal of impairment losses and impairment losses of non-current assets |
30,786 | 30,346 | ||||||
| Other non-cash income/expenses |
29 | -545 | ||||||
| Gain on disposal of non-current assets |
-182 | 19,005 | ||||||
| Change in net working capital |
||||||||
| Inventories |
-23,379 | 7,115 | ||||||
| Trade receivables, contract assets, supplier bonus receivables |
-226,741 | -177,249 | ||||||
| Trade payables, contract liabilities, advance payments received |
-28,663 | 46,004 | ||||||
| Change in other operating assets and liabilities |
-15,316 | -23,133 | ||||||
| Interest paid |
-12,308 | -9,922 | ||||||
| Interest received |
590 | 188 | ||||||
| Income taxes paid |
-4,704 | -4,963 | ||||||
| Income taxes received |
156 | 7,607 | ||||||
|
|
|
|
|
|||||
| Cash flow from operating activities |
-269,731 | -117,652 | ||||||
|
|
|
|
|
|||||
| Proceeds from the sale of non-current assets |
209 | 275 | ||||||
| Payments for the disposal of consolidated companies |
— | -80 | ||||||
| Dividends received |
220 | 912 | ||||||
| Payments for intangible assets, property, plant and equipment |
-27,981 | -22,216 | ||||||
| Payments for investments in consolidated subsidiaries |
-8,166 | -1,575 | ||||||
| Payments for financial assets |
-187 | -400 | ||||||
|
|
|
|
|
|||||
| Cash flow from investing activities |
-35,905 | -23,085 | ||||||
|
|
|
|
|
|||||
| Payments for own investment Management Board members |
— | -1,386 | ||||||
| Borrowings of financial liabilities |
311,080 | 288,294 | ||||||
| Repayment of financial liabilities |
-559 | -164,664 | ||||||
| Repayment of lease liabilities |
-12,646 | -9,178 | ||||||
| Proceeds from derivates of financing activities |
92 | 52 | ||||||
|
|
|
|
|
|||||
| Cash flow from financing activities |
297,967 | 113,118 | ||||||
|
|
|
|
|
|||||
| Changes in cash and cash equivalents |
-7,669 | -27,618 | ||||||
|
|
|
|
|
|||||
| Effect of foreign exchange rates on cash and cash equivalents |
770 | -3,188 | ||||||
| Cash and cash equivalents at the beginning of the period |
60,205 | 120,793 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at the end of the reporting period |
53,306 | 89,987 | ||||||
|
|
|
|
|
|||||
| Interim Report Q1 2026 | Financial Information | 8 |
Summary of changes in consolidated equity
for the three-month period ending March 31, 2026
| (€ thousand) |
Subscribed capital of Klöckner & Co SE |
Capital reserves of Klöckner & Co SE |
Retained earnings | |||||||||
| Balance as of January 1, 2025 |
249,375 | 570,007 | 534,183 | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income |
||||||||||||
| Foreign currency translation |
— | — | — | |||||||||
| Gain/Loss from cash flow hedge |
— | — | — | |||||||||
| Financial assets measured at fair value through other comprehensive income |
— | — | — | |||||||||
| Actuarial gains and losses (IAS 19) |
— | — | — | |||||||||
| Reclassification through profit or loss due to the sale of foreign subsidiaries |
— | — | — | |||||||||
| Deferred taxes recognized in other comprehensive income |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income |
— | — | -28,252 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total comprehensive income |
— | — | -28,252 | |||||||||
|
|
|
|
|
|
|
|||||||
| Change in non-controlling interests |
— | — | — | |||||||||
| Dividends |
— | — | — | |||||||||
| Share-based payments |
— | -871 | — | |||||||||
| Reclassification of actuarial losses within equity in accordance with IAS 19.122 |
— | — | — | |||||||||
| Gain/loss from hedges, reclassified in inventories |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance as of March 31, 2025 |
249,375 | 569,137 | 505,930 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance as of January 1, 2026 |
249,375 | 568,622 | 460,185 | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income |
||||||||||||
| Foreign currency translation |
— | — | — | |||||||||
| Gain/Loss from cash flow hedges |
— | — | — | |||||||||
| Financial assets measured at fair value through other comprehensive income |
— | — | — | |||||||||
| Actuarial gains and losses (IAS 19) |
— | — | — | |||||||||
| Reclassification through profit or loss due to the sale of foreign subsidiaries |
— | — | — | |||||||||
| Deferred taxes recognized in other comprehensive income |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Other comprehensive income |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income |
— | — | -4,384 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total comprehensive income |
— | — | -4,384 | |||||||||
|
|
|
|
|
|
|
|||||||
| Change in non-controlling interests |
— | — | — | |||||||||
| Dividends |
— | — | — | |||||||||
| Share-based payments |
— | — | — | |||||||||
| Reclassification of actuarial losses within equity in accordance with IAS 19.122 |
— | — | — | |||||||||
| Gain/loss from hedges, reclassified in inventories |
— | — | -563 | |||||||||
|
|
|
|
|
|
|
|||||||
| Balance as of March 31, 2026 |
249,375 | 568,622 | 455,238 | |||||||||
|
|
|
|
|
|
|
|||||||
| Interim Report Q1 2026 | Financial Information | 9 |
| Accumulated other comprehensive income |
||||||||||||||||||||||
| Currency |
Actuarial gains and losses (IAS 19) |
Fair value adjustments of financial instruments |
Equity attributable to shareholders of Klöckner & Co SE |
Non-controlling interests |
Total | |||||||||||||||||
| 326,015 | 38,705 | -4,540 | 1,713,743 | 6,972 | 1,720,714 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| -39,177 | — | — | -39,177 | -47 | -39,224 | |||||||||||||||||
| — | — | -14 | -14 | — | -14 | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | -96,949 | — | -96,949 | — | -96,949 | |||||||||||||||||
| 19,568 | — | — | 19,568 | — | 19,568 | |||||||||||||||||
| — | 16,481 | — | 16,481 | — | 16,481 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| -19,608 | -80,468 | -14 | -100,091 | -47 | -100,139 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| — | — | — | -28,252 | 315 | -27,937 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| -19,608 | -80,468 | —14 | -128,344 | 268 | -128,076 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | -871 | — | -871 | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 306,407 | -41,764 | -4,555 | 1,584,528 | 7,240 | 1,591,768 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 253,090 | 50,702 | -6,040 | 1,575,933 | 6,298 | 1,582,231 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 23,737 | — | — | 23,737 | — | 23,737 | |||||||||||||||||
| — | — | 1,009 | 1,009 | — | 1,009 | |||||||||||||||||
| — | — | -25 | -25 | — | -25 | |||||||||||||||||
| — | 53,001 | — | 53,001 | — | 53,001 | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | —8,829 | — | -8,829 | — | -8,829 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 23,737 | 44,172 | 984 | 68,893 | — | 68,893 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| — | — | — | -4,384 | 489 | -3,895 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 23,737 | 44,172 | 984 | 64,509 | 489 | 64,998 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||||
| — | — | 1,091 | 528 | — | 528 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 276,827 | 94,874 | -3,965 | 1,640,971 | 6,787 | 1,647,757 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Interim Report Q1 2026 | Financial Information | 10 |
Selected explanatory notes to the condensed interim consolidated financial statements for the three-month period ending March 31, 2026
| 1. | Basis of presentation |
The condensed interim consolidated financial statements of Klöckner & Co SE as of March 31, 2026 were prepared for interim reporting in accordance with Sec. 115 of the German Securities Trading Act (WpHG) and IFRS Accounting Standards (IFRS) including IAS 34 Interim Financial Reporting as adopted for use within the EU.
The condensed interim consolidated financial statements as of March 31, 2026 have been reviewed by an independent auditor.
The accounting policies applied in preparing the condensed interim consolidated financial statements as of March 31, 2026 – with the exception of the changes presented in Note 2 (New accounting standards and interpretations) – are consistent with those used for the consolidated financial statements of Klöckner & Co SE as of December 31, 2025. A detailed description of those policies is provided in the notes to the consolidated financial statements on pages 149 to 212 of the Annual Report 2025. Consistency of presentation is observed.
The exchange rates used to translate the financial statements of material foreign subsidiaries included in the consolidated financial statements were as follows:
| Closing rate | Average rate | |||||||||||||||
| 1 € = |
March 31, 2026 | Dec. 31, 2025 | Q1 2026 | Q1 2025 | ||||||||||||
| Swiss Franc (CHF) |
0.9194 | 0.9314 | 0.9168 | 0.9458 | ||||||||||||
| US Dollar (USD) |
1.1498 | 1.1750 | 1.1703 | 1.0523 | ||||||||||||
As part of the preparation of the condensed interim consolidated financial statements in accordance with IAS 34 as of March 31, 2026, the Management Board of Klöckner & Co SE is required to make judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the presentation, recognition and measurement of assets and liabilities, income and expenses. Actual amounts may differ from these estimates.
Uncertainties surrounding the global geopolitical and macroeconomic environment persist. This environment continues to be characterized by geopolitical tensions, regional conflicts, and military confrontations – including a renewed escalation of the security situation in the Middle East – as well as structural and cyclical challenges, and indirectly affects Klöckner & Co’s macroeconomic business environment.
Further developments and their potential impact on business operations – including, among other things, trade policy conditions, energy and commodity markets, protectionism, inflation and interest rates, developments in financial markets, the availability of skilled workers and intermediate inputs, as well as general demand risks – are, from today’s perspective, subject to significant uncertainties.
These uncertainties particularly affect the forward-looking assumptions and estimates underlying the valuation of non-financial assets (goodwill and non-current assets). Information regarding our assessment of the effects of these factors is provided in Note 8 (intangible assets and property, plant, and equipment).
| Interim Report Q1 2026 | Financial Information | 11 |
In the first quarter of 2026, trade receivables increased by €255 million (+44%) compared with the end of the year 2025. This increase is primarily driven by seasonal patterns in the business.
Equity increased from €1,582 million € to €1,648 million. The change is mainly due to actuarial gains (€53 million) less related taxes (€-9 million) and translation of foreign subsidiaries`financials statements (€24 million) recognized in other comprehensive income.
In the opinion of the Management Board, the interim consolidated financial statements reflect all information necessary to provide a true and fair view of the results. The results for the period ending March 31, 2026 are not necessarily indicative of future results.
The present interim consolidated financial statements for the three-month period ending March 31, 2026 were authorized for issuance by the Management Board on May 22, 2026. In accordance with the functional currency approach, the interim financial statements of foreign Group companies prepared in foreign currency are translated into euros by the modified current rate method. All subsidiaries conduct their business independently in their domestic markets. As such, the functional currency is generally the local currency with the exception of the Mexican subgroup, whose functional currency is the US dollar. Discrepancies may arise relative to the unrounded figures.
| 2. | New accounting standards and interpretations |
The following standards were applied for the first time in first quarter of 2026:
| Standard/Interpretation |
| Annual improvement project - Improvements to IFRS 1, IFRS 7, IFRS 9, IFRS 10 und IAS 7 |
| Amendments to IFRS 7 and IFRS 9 - Classification and Measurement of Financial Instruments |
Application of the amendments had no material impact on the condensed interim consolidated financial statements of Klöckner & Co SE.
| 3. | Acquisitions and disposals |
Klöckner & Co SE made the following acquisitions in the first quarter of 2026:
Effective January 1, 2026 Debrunner Bewehrungstechnik AG, St. Gallen, Switzerland, und BEWETEC AG, St. Gallen, Switzerland, purchased selected assets and liabilities of Locher Bewehrungen AG, St. Gallen, Switzerland. Through this acquisition Klöckner & Co increased its market share in Eastern Switzerland.
In February 2026, Kloeckner Metals Corporation, Wilmington, Delaware, USA, acquired the service center business of Camalloy, Inc., Pennsylvania, USA, via asset deal. With 21 employees, the company generated sales of around USD 17 million in 2025. Through this acquisition, Klöckner & Co has expanded its geographical presence and the market share in the non-ferrous business.
| Interim Report Q1 2026 | Financial Information | 12 |
The assets and liabilities acquired in the acquisitions as of March 31, 2026 are preliminarily as follows:
| (€ thousand) | Locher | Camalloy | Total impact | |||||||||
| Assets |
||||||||||||
| Property, plant and equipment |
2,094 | — | 2,094 | |||||||||
| Inventories |
2,362 | 2,490 | 4,851 | |||||||||
| Trade receivables |
— | 1,264 | 1,264 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total acquired assets |
4,455 | 3,754 | 8,209 | |||||||||
|
|
|
|
|
|
|
|||||||
| Liabilities and provisions |
||||||||||||
| Other current provisions |
112 | — | 112 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assumed liabilities |
112 | — | 112 | |||||||||
|
|
|
|
|
|
|
|||||||
| Acquired net assets |
4,343 | 3,754 | 8,097 | |||||||||
|
|
|
|
|
|
|
|||||||
| Considerations transferred |
4,343 | 3,823 | 8,166 | |||||||||
|
|
|
|
|
|
|
|||||||
| Goodwill |
— | 69 | 69 | |||||||||
|
|
|
|
|
|
|
|||||||
| Consideration, paid in cash and cash equivalents |
4,343 | 3,823 | 8,166 | |||||||||
|
|
|
|
|
|
|
|||||||
Final measurement of the acquired assets is still pending.
From the acquisition date, the US acquisitions in 2026 contributed sales of €2.2 million and earnings of below €0.1 million to net income. The contribution of the Swiss acquisition can not be disclosed as the business was fully integrated and not recorded separately, therefore it is impracticable to disclose any separate figures for this acquired business. Had the US acquisitions been made as of January 1, 2026, consolidated revenue of €1,569 million and consolidated net loss of €3.9 million would have been reported in the consolidated statement of income for the interim reporting period.
The direct transaction costs of the acquisitions, amounting to €0.4 million, are included in other operating expenses in the statement of income.
Klöckner & Co SE made the following divestments in 2025:
Effective March 31, 2025, Klöckner & Co SE sold its interests in Kloeckner Metals Brasil Ltda, São Paulo, Brazil, from the Kloeckner Metals Americas segment. Assets of €9 million and liabilities of €10 million were transferred in this connection. The loss on disposal amounted to €19.4 million and the consideration transferred was a negative €0.7 million. The loss included a currency loss of €19.6 million.
The company accounted for €5 million, or around 0.3%, of consolidated sales in the first quarter of 2025. Even without the exchange rate-related loss on disposal, its share of operating net income in the first quarter of 2025 was a negative €1.4 million due to the difficult economic environment in Brazil.
| 4. | Special items affecting the results |
Comparability between operating income (EBITDA) for the first quarter of fiscal year 2026 and the prior year is impacted by the following material special effects:
| (€ thousand) |
March 31, 2026 | March 31, 2025 | ||||||
| one-off expense share-based payments takover offer |
-4,168 | — | ||||||
| one-off expenses for takeover offer |
-915 | — | ||||||
| Restructuring expenses |
-498 | -4,097 | ||||||
| Material disposal losses |
— | -19,374 | ||||||
|
|
|
|
|
|||||
| EBITDA impact |
-5,581 | -23,470 | ||||||
|
|
|
|
|
|||||
| Interim Report Q1 2026 | Financial Information | 13 |
Q1 2026
Business combination with Worthington Steel
In the first quarter of 2026, Worthington Steel has made a voluntary public takeover offer for all outstanding shares of Klöckner & Co SE leading to legal and other consulting expenses of €0.9 million.
Virtual stock options
As of March 31, 2026, expenses of €4.2 million relates to expenses for share-based payments resulting from gains in the share price increases since the beginning of the year as part of the public takeover offer by Worthington Steel.
Restructuring expenses
Restructuring programs mainly in the Holding and other Group companies segment resulted in expenses of €0.5 million.
There were no divestments of Kloeckner companies in the first quarter of 2026.
Q1 2025
Restructuring expenses
For follow-on costs for the sale of the European distribution business and for a restructuring program, a provision of €3.8 million has been recognized in the Holding and other Group companies.
In first three months of 2025, expenses of €0.2 million were incurred for a company-wide restructuring program in the Kloeckner Metals Americas segment. Expenses of €0.1 million were incurred on the closure of a site in the Kloeckner Metals Europe segment.
Divestments
Kloeckner Metals Brasil Ltda., Brazil, was sold in the first quarter of 2025. This resulted in a loss on disposal of €19.4 million in the Kloeckner Metals Americas segment.
| Interim Report Q1 2026 | Financial Information | 14 |
| 5. | Sales |
The Group’s external sales are broken down by region (customer headquarters) as follows:
| March 31, 2026 |
||||||||||||
| (€ thousand) |
Kloeckner Metals Americas | Kloeckner Metals Europe | Total | |||||||||
| Germany |
— | 315,519 | 315,519 | |||||||||
| EU excluding Germany |
— | 112,153 | 112,153 | |||||||||
| Switzerland |
— | 267,385 | 267,385 | |||||||||
| Rest of Europe |
— | 2,851 | 2,851 | |||||||||
| USA |
649,681 | 17,054 | 666,735 | |||||||||
| Mexico |
190,297 | — | 190,297 | |||||||||
| Central and South America |
— | 975 | 975 | |||||||||
| Asia/Australia |
— | 12,088 | 12,088 | |||||||||
| Africa |
— | 140 | 140 | |||||||||
|
|
|
|
|
|
|
|||||||
| Sales |
839,977 | 728,165 | 1,568,142 | |||||||||
|
|
|
|
|
|
|
|||||||
| March 31, 2025 |
||||||||||||
| (€ thousand) |
Kloeckner Metals Americas | Kloeckner Metals Europe | Total | |||||||||
| Germany |
— | 312,001 | 312,001 | |||||||||
| EU excluding Germany |
— | 106,086 | 106,086 | |||||||||
| Switzerland |
— | 245,185 | 245,185 | |||||||||
| Rest of Europe |
— | 3,193 | 3,193 | |||||||||
| USA |
832,106 | 321 | 832,427 | |||||||||
| Mexico |
150,074 | 144 | 150,218 | |||||||||
| Central and South America |
5,148 | 1,576 | 6,724 | |||||||||
| Asia/Australia |
— | 10,462 | 10,462 | |||||||||
|
|
|
|
|
|
|
|||||||
| Sales |
987,328 | 678,967 | 1,666,295 | |||||||||
|
|
|
|
|
|
|
|||||||
Sales by type of business are as follows:
| March 31, 2026 |
||||||||||||
| (€ thousand) |
Kloeckner Metals Americas | Kloeckner Metals Europe | Total | |||||||||
| Higher value-added business |
249,817 | 451,809 | 701,626 | |||||||||
| Service center business |
500,385 | 155,240 | 655,625 | |||||||||
| Distribution business |
89,776 | 121,116 | 210,891 | |||||||||
|
|
|
|
|
|
|
|||||||
| External sales |
839,977 | 728,165 | 1,568,142 | |||||||||
|
|
|
|
|
|
|
|||||||
| March 31, 2025 |
||||||||||||
| (€ thousand) |
Kloeckner Metals Americas | Kloeckner Metals Europe | Total | |||||||||
| Higher value-added business |
255,701 | 409,461 | 665,162 | |||||||||
| Service center business |
528,407 | 152,400 | 680,807 | |||||||||
| Distribution business |
203,220 | 117,107 | 320,326 | |||||||||
|
|
|
|
|
|
|
|||||||
| External sales |
987,328 | 678,967 | 1,666,295 | |||||||||
|
|
|
|
|
|
|
|||||||
| Interim Report Q1 2026 | Financial Information | 15 |
| 6. | Earnings per share |
Earnings per share are calculated by dividing interim-period consolidated net income attributable to the shareholders of Klöckner & Co SE by the weighted average number of shares outstanding during the period.
| Q1 2026 | Q1 2025 | |||||||||||
| Net income attributable to shareholders of Klöckner & Co SE |
(€ thousand) | -4,384 | -28,252 | |||||||||
| Weighted average number of shares |
(thousands of shares | ) | 99,750 | 99,750 | ||||||||
| Basic earnings per share |
(€/share) | -0.04 | -0.28 | |||||||||
| 7. | Income taxes |
The combined income tax rate for the interim report period ending March 31, 2026 is 31.6% (2025: 31.9%), comprising corporate income tax (including solidarity surcharge) of 15.8% and trade tax for Klöckner & Co of 15.6%. Foreign tax rates vary between 9% and 34%.
Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the interim period to 31 March 2026 results in a tax rate of -232% for the quarter, compared to -22% for the three months ended 31 March 2025. The tax rate was lower in 2026 due to losses for which no deferred tax asset could be recognized.
The Group falls within the scope of the OECD Pillar Two Model Rules and makes use of the temporary exemption from accounting for deferred taxes (Pillar Two income taxes) in the interim reporting period ended March 31, 2026. The Group expects no additional taxes in the reporting period ended March 31, 2026 as a result of the Pillar Two legislation in force.
| 8. | Intangible assets and property, plant and equipment |
Impairment testing of goodwill and other non-current assets
In the annual impairment test at the end of 2025 to determine the recoverable amount of a cash-generating unit (CGU) using the discounted cash flow method, estimation uncertainties were taken into account when determining future cash inflows. These estimation uncertainties mainly reflected macroeconomic and sector-specific developments along with related uncertainty regarding business development or the product portfolio due, for example, to changes in customer demand or regulatory requirements. The affected estimates were inferred on the basis of available data and management’s assessment and include country-specific market changes for the estimation of shipments and the future gross profit per ton. Expected changes in operating expenses on the basis of individual business plans and the assessment of macroeconomic trends were also taken into account in the calculation of the expected future cash flows.
A deterioration of the macroeconomic environment – for example, as a result of a further escalation of geopolitical tensions – could be reflected in particular in lower sales volumes, lower achievable margins or an increase in capital costs, and thus lead to a reduction in the calculated utility values.
| Interim Report Q1 2026 | Financial Information | 16 |
The current macroeconomic environment and the resulting business performance in the first quarter of 2026 indicate that the earnings performance of the individual CGUs does not contradict the assumptions in the detailed planning period underlying the annual impairment test as of December 31, 2025.
Given the fact that the market capitalization exceeds the equity of the Klöckner Group and in light of the economic developments of the individual CGUs, the recoverable amount was determined for the Becker, Germany, and Austria CGUs as of March 31, 2026. The planned sale of the Becker CGU (as communicated in January 2026) was taken into account as an alternative scenario in this assessment as well. The value in use for these CGUs was lower than their carrying amount. Any impairment must be allocated in a second step to reduce the carrying amounts of the assets of the CGUs (IAS 36.104). In allocating the impairment loss, the carrying amount of an asset may not be reduced below its fair value less costs of disposal or its value in use (IAS 36.105). The fair values of the individual assets were therefore determined.
The carrying amount as of March 31, 2026 of the tested non-current assets of the CGUs in question before impairment testing were as follows:
| (€ thousand) |
Germany | Becker | Austria | |||||||||
| Other intangible assets |
497 | 2,395 | — | |||||||||
| Land and buildings |
15,826 | 32,596 | 6,061 | |||||||||
| Technical equipment and machinery |
16,553 | 23,082 | 504 | |||||||||
| Other equipment, operating and office equipment |
15,790 | 8,560 | 714 | |||||||||
| Payments on account/assets under construction |
3,596 | 93 | 232 | |||||||||
| Right-of-use assets |
11,397 | 1,900 | 491 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
63,658 | 68,626 | 8,001 | |||||||||
|
|
|
|
|
|
|
|||||||
In determining the fair values of land assets, use was also made of outside appraisals and external sources for land values. Any appraisals from prior periods were updated in line with observed market changes. The values are based on the sales comparison approach.
The individual fair values of technical equipment and other equipment, furniture and fixtures, and office equipment were determined separately on the basis of an indexed replacement value approach. Price indices were obtained from the respective national statistical offices. For all items that have reached 50% of their technical useful life, excess capital costs of 1% p.a. were subtracted from the reproduction costs. The excess cost applies for the reduced investment requirement to obtain a new asset which provides the same performance as the old asset. Allowances of 10-15% were applied for economic and functional (loss in value or usefulness caused by inefficiencies or inadequacies of the asset when compared to a more efficient or less costly replacement asset developed by new technology) obsolescence caused by factors extraneous to the asset (such as loss in demand for the product, decommissioned assets, increased competition or environmental regulations).
The fair values of right-of-use assets in accordance with IFRS 16 are determined on the basis of benchmark lease payments and price developments for comparable assets.
For most assets, the fair values determined in this way exceed the carrying amounts of the assets of the CGUs. Impairments were identified and recognized in the amount of €1,792 thousand for the Becker CGU, €2,358 thousand for the Germany CGU and €38 thousand for the Austria CGU.
The recoverability of non-current assets is thus demonstrated via the assumption of individual disposal or alternative use or taken into account by impairment losses in the financial statements. Depending on future changes in their fair values, however, the necessity for additional impairment losses cannot be ruled out.
| Interim Report Q1 2026 | Financial Information | 17 |
For details of the impairment test and the key assumptions underlying it, please refer to Note 16 (Intangible Assets and Property, Plant and Equipment) of our IFRS consolidated financial statements as of December 31, 2025.
| 9. | Inventories |
| (€ million) |
March 31, 2026 | Dec. 31, 2025 | ||||||
| Cost |
1,210 | 1,168 | ||||||
| Valuation allowance (net realizable value) |
-23 | -25 | ||||||
| Inventories |
1,188 | 1,144 | ||||||
| 10. | Financial liabilities |
The details of financial liabilities are as follows:
| (€ million) |
March 31, 2026 | Dec. 31, 2025 | ||||||
| Non-current financial liabilities |
||||||||
| Liabilities to banks |
779 | 537 | ||||||
| Lease liabilities |
184 | 133 | ||||||
|
|
|
|
|
|||||
| Total non-current financial liabilities |
963 | 670 | ||||||
|
|
|
|
|
|||||
| Current financial liabilities |
||||||||
| Liabilities to banks |
41 | 16 | ||||||
| Liabilities under ABS programs |
91 | 38 | ||||||
| Lease liabilities |
45 | 40 | ||||||
|
|
|
|
|
|||||
| Total current financial liabilities |
177 | 94 | ||||||
|
|
|
|
|
|||||
| Financial liabilities as per consolidated balance sheet |
1,140 | 764 | ||||||
| Interim Report Q1 2026 | Financial Information | 18 |
Net financial debt developed as follows:
| (€ million) |
March 31, 2026 | Dec. 31, 2025 | ||||||
| Financial liabilities as per consolidated balance sheet |
1,140 | 764 | ||||||
| plus transaction costs |
6 | 6 | ||||||
| Gross financial liabilities |
1,146 | 770 | ||||||
| less cash and cash equivalents |
-53 | -60 | ||||||
| Net financial debt (before deduction of transaction cost) |
1,092 | 709 | ||||||
| Interim Report Q1 2026 | Financial Information | 19 |
| 11. | Additional disclosures on financial instruments |
The carrying amounts and fair values by category of financial instruments are as follows:
| Financial assets as of March 31, 2026 |
||||||||||||||||||||||||||||||||||||
| Category | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount |
Fair value recognized in profit and loss |
Fair value recognized in equity |
Amortized cost |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (held for trading) |
|
Current and non- current other financial assets |
231 | 231 | — | — | — | 231 | — | 231 | ||||||||||||||||||||||||||
| Derivative financial instruments designated in hedge accounting |
|
Other current and non-current financial assets |
|
782 | 3 | 779 | — | — | 782 | — | 782 | |||||||||||||||||||||||||
| Participations |
Financial assets | 22,282 | 22,260 | 22 | — | — | — | 22,282 | 22,282 | |||||||||||||||||||||||||||
| Short term deposits (< 3 months) |
|
Cash and cash equivalents |
|
9 | 9 | — | — | — | 9 | — | 9 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Trade receivables and contract assets |
|
Trade receivables and contract assets |
|
907,441 | — | — | 907,441 | — | — | — | — | |||||||||||||||||||||||||
| Cash and cash equivalents |
|
Cash and cash equivalents |
|
53,298 | — | — | 53,298 | — | — | — | — | |||||||||||||||||||||||||
| Other financial assets at cost |
|
Current and non- current other financial assets |
16,928 | — | — | 16,928 | — | 16,928 | — | 16,928 | ||||||||||||||||||||||||||
| Other financial assets at cost |
|
Bonus claims to suppliers |
|
29,528 | — | — | 29,528 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
1,030,500 | 22,503 | 802 | 1,007,195 | — | 17,950 | 22,282 | 40,232 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Interim Report Q1 2026 | Financial Information | 20 |
Financial liabilities as of March 31, 2026
| Category / hedge accounting / leasing | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount |
Fair value recognized in profit and loss |
Fair value recognized in equity |
Amortized cost |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (held for trading) |
|
Other current and non-current financial liabilities |
|
1,140 | 1,140 | — | — | — | 1,140 | — | 1,140 | |||||||||||||||||||||||||
| Derivative financial instruments designated in hedge accounting |
|
Other current and non-current financial liabilities |
|
397 | 117 | 280 | — | — | 397 | — | 397 | |||||||||||||||||||||||||
| Other financial liabilities |
|
Other non- current financial liabilities |
273 | 273 | — | — | — | — | 273 | 273 | ||||||||||||||||||||||||||
| Other financial liabilities |
|
Other current financial liabilities |
|
9,941 | 9,941 | — | — | — | — | 9,941 | 9,941 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Financial liabilities at cost |
|
Current and non-current financial liabilities |
|
911,154 | — | — | 911,154 | — | 910,531 | — | 910,531 | |||||||||||||||||||||||||
| Lease liabilities |
|
Current and non-current financial liabilities |
|
229,066 | — | — | 229,066 | — | — | — | — | |||||||||||||||||||||||||
| Trade payables |
Trade payables | 626,827 | — | — | 626,827 | — | — | — | — | |||||||||||||||||||||||||||
| Other financial liabilities at cost |
|
Other current and non-current financial liabilities |
|
7,323 | — | — | 7,323 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
1,786,121 | 11,470 | 280 | 1,774,370 | — | 912,067 | 10,214 | 922,281 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Interim Report Q1 2026 | Financial Information | 21 |
Financial assets as of December 31, 2025
| Category | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount |
Fair value recognized in profit and loss |
Fair value recognized in equity |
Amortized cost |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (held for trading) |
|
Current and non-current other financial assets |
|
300 | 300 | — | — | — | 300 | — | 300 | |||||||||||||||||||||||||
| Participations |
Financial assets | 22,109 | 22,061 | 47 | — | — | — | 22,109 | 22,109 | |||||||||||||||||||||||||||
| Short term deposits (< 3 months) |
|
Cash and cash equivalents |
|
9 | 9 | — | — | — | 9 | — | 9 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Trade receivables and contract assets |
|
Trade receivables and contract assets |
|
640,388 | — | — | 640,388 | — | — | — | — | |||||||||||||||||||||||||
| Cash and cash equivalents |
|
Cash and cash equivalents |
|
60,196 | — | — | 60,196 | — | — | — | — | |||||||||||||||||||||||||
| Other financial assets at cost |
|
Current and non-current other financial assets |
|
18,777 | — | — | 18,777 | — | 18,777 | — | 18,777 | |||||||||||||||||||||||||
| Other financial assets at cost |
|
Bonus claims to suppliers |
|
55,554 | — | — | 55,554 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
797,332 | 22,370 | 47 | 774,915 | — | 19,085 | 22,109 | 41,194 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Interim Report Q1 2026 | Financial Information | 22 |
Financial liabilities as of December 31, 2025
| Category / hedge accounting / leasing | Fair value | |||||||||||||||||||||||||||||||||||
| (€ thousand) |
Presented in the Statement of Financial Position as |
Carrying amount |
Fair value recognized in profit and loss |
Fair value recognized in equity |
Amortized cost |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Measured at fair value |
||||||||||||||||||||||||||||||||||||
| Derivative financial instruments not designated in hedge accounting (held for trading) |
|
Other current and non-current financial liabilities |
|
335 | 335 | — | — | — | 335 | — | 335 | |||||||||||||||||||||||||
| Derivative financial instruments designated in hedge accounting |
|
Other current and non-current financial liabilities |
|
1,261 | — | 1,261 | — | — | 1,261 | — | 1,261 | |||||||||||||||||||||||||
| Other financial liabilities |
|
Other non- current financial liabilities |
1,412 | 1,412 | — | — | — | — | 1,412 | 1,412 | ||||||||||||||||||||||||||
| Other financial liabilities |
|
Other current financial liabilities |
|
7,726 | 7,726 | — | — | — | — | 7,726 | 7,726 | |||||||||||||||||||||||||
| Not measured at fair value |
||||||||||||||||||||||||||||||||||||
| Financial liabilities at cost |
|
Current and non-current financial liabilities |
|
591,043 | — | — | 591,043 | — | 590,485 | — | 590,485 | |||||||||||||||||||||||||
| Lease liabilities |
|
Current and non-current financial liabilities |
|
172,878 | — | — | 172,878 | — | — | — | — | |||||||||||||||||||||||||
| Trade payables |
Trade payables | 651,401 | — | — | 651,401 | — | — | — | — | |||||||||||||||||||||||||||
| Other financial liabilities at cost |
|
Other current and non-current financial liabilities |
|
7,419 | — | — | 7,419 | — | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
1,433,475 | 9,474 | 1,261 | 1,422,741 | — | 592,081 | 9,138 | 601,219 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Measurement of the fair value of non-current financial assets in the amount of €22,282 thousand (2025: €22,109 thousand) is classified as level 3. These are mostly unquoted financial instruments (equity investments) for which there is no active market. The change in the 2026 reporting period is mainly accounted for by a decrease of €187 thousand due to capital measures and a decrease of €14 thousand due to changes in fair value. Fair value is measured on the basis of available financial information, such as transaction prices for financing rounds or business plans to the extent that this information is reliable, or, as an approximation, as cost, which is considered an appropriate estimate of fair value as no more suitable information is available. A review is carried out on a quarterly basis using all information available on the equity investments to establish whether cost is still representative of fair value. This would no longer be the case, for example, in the event of
| Interim Report Q1 2026 | Financial Information | 23 |
a significant change in the market in which the equity investments are active. As cost is the sole input factor for fair value, a percentage change in cost results in an equal change in fair value. The estimated fair value would increase (decrease) with any increase (decrease) in cost. Given the size of the investment amount, even a 10% increase in cost would not have a material impact on fair value.
The fair values of non-current financial liabilities are determined on the basis of risk-adjusted discounted cash flows.
In the case of current financial assets (mostly other assets), fair values are largely identical to carrying amounts. The fair values of financial liabilities reflect the current market situation for the respective financial instruments as of March 31, 2026. Their fair values are not reduced by transaction costs. For current financial liabilities, when there are no transaction costs to be deducted, their carrying amount is identical to fair value.
Financial instruments are classified as level 1 if the fair value is obtained from quoted prices in active markets. Fair values determined using other directly observable market inputs are classified as level 2.
The level 3 fair value includes an earn-out clause from the acquisition of Sol Components LLC, Sacramento, USA, under which a subsequent purchase price adjustment of a maximum of USD 3.0 million was agreed subject to the achievement of specified sales targets as of June 30, 2025. The fair value of the earn-out clause amounts to USD 1.8 million (€1.5 million) (December 31, 2025: €1.5 million). The related liabilities were settled shortly after the reporting date.
Other current liabilities include an amount relating to the sale transaction to Russel Metals (USA) Inc., USA, closed on December 31, 2025. In connection with the preliminary determination of the purchase price at the time of closing, the buyer paid Klöckner & Co a preliminary purchase price (consideration paid) of USD 102 million (€87 million). Based on the status of negotiations as of December 31, 2025, a repayment amount of €6 million was recognized as a liability. As of March 31, 2026, the final purchase price amounts to USD 94 million (€80 million), resulting in an amount of USD 8 million (€7 million) being recognized as a liability for repayment to the acquirer. The related liabilities were settled shortly after the reporting date.
Also included is a contingent consideration of CHF 1.2 million (€1.3 million) related to the acquisition of the shares in Müller Wüst AG, Aarau, Switzerland, which will fall due in 2026 and 2027. As a qualitative component of the contingent consideration, the sellers will receive up to CHF 150 thousand (€163 thousand) for the years 2025 and 2026 if certain milestones are achieved. A consideration of CHF 850 thousand (€924 thousand) is dependent on cumulative net sales for the years 2024 to 2026 and the EBITDA margin in 2026. No payments were made in the first quarter of 2026 and the balance therefore remained unchanged compared to December 31, 2025.
A put liability from the acquisition of ODS Belgium B.V., Essen, Belgium is also included. The put option was entered into for a potential future transfer of non-controlling interests valued by discounting future earnings based on budget figures. The future earnings are based on budget figures. Liabilities totaled €137 thousand in the fiscal year (2025: €137 thousand). IFRS 13.97 applies.
Derivative financial instruments
The Klöckner & Co Group is exposed in its operating business to interest and currency risk and to price fluctuation risk in procurement transactions. This risk is hedged using derivative financial instruments.
| Interim Report Q1 2026 | Financial Information | 24 |
The Group exclusively uses market instruments with sufficient market liquidity. Derivative financial instruments are entered into and managed in compliance with internal directives governing the scope of action, responsibilities and controls. According to these directives, the use of derivative financial instruments is a primary responsibility of the Corporate Treasury department of Klöckner & Co SE, which manages and monitors the use of such instruments. Such transactions are only entered into with credit institutions with impeccable ratings. Derivative financial instruments are not allowed to be used for speculative purposes and may only be used to hedge risks associated with hedged items.
Derivative financial instruments are accounted for at fair value in accordance with IFRS 9. Derivatives are initially measured at fair value on inception and subsequently measured at fair value at each reporting date. Any gain or loss from a change in the fair value of a derivative financial instrument that is not a designated and effective cash flow hedge or hedge of a net investment is immediately recognized in profit or loss. For derivative financial instruments that are designated hedges, the timing of the recognition of gains or losses depends on the type of hedge and its effectiveness. The Klöckner & Co Group uses certain derivative financial instruments to hedge recognized assets or liabilities. Certain unrecognized firm commitments are also hedged.
Forward exchange contracts are measured item by item at the forward rate as of the reporting date, and exchange differences arising due to the contracted forward exchange rate are recognized in profit or loss.
Some commodity forwards are designated in cash-flow hedge accounting and classified into planned and unrecognized firm commitment procurement transactions. Two potential causes of ineffectiveness are over-hedging and divergence between the derivative’s underlying and the hedged steel price component from the reference price formula. Any ineffectiveness is accounted for in cost of materials.
Depending on the nature of the exposure, commodity forwards may also be designated in fair value hedge accounting to hedge changes in the fair value of inventory attributable to commodity price risk. Corresponding fair value changes as well as any hedge ineffectiveness are recognized in cost of materials.
The notional amounts and fair values of the derivative financial instruments in interest rate and currency hedges as of the reporting date and risks of price fluctuations in procurement transactions are as follows:
| March 31, 2026 | Dec. 31, 2025 | |||||||||||||||||||||||
| (€ million) |
Not designated in hedge accounting |
Designated in hedge accounting |
Average hedge rate (in €/to) |
Not designated in hedge accounting |
Designated in hedge accounting |
Average hedge rate (in €/to) |
||||||||||||||||||
| Nominal values |
||||||||||||||||||||||||
| Forward exchange transactions |
63.3 | — | — | 161.8 | — | — | ||||||||||||||||||
| Commodity forwards (Aluminium) |
— | 3.5 | 2,710 | — | — | — | ||||||||||||||||||
| Commodity forwards (Rebar) |
— | 24.4 | 505 | — | 25.3 | 508 | ||||||||||||||||||
The notional amounts correspond to the non-netted sum of the currency, interest rate and price portfolio.
The amounts relating to items designated as hedging instruments are as follows:
| Interim Report Q1 2026 | Financial Information | 25 |
| March 31, 2026 | Dec. 31, 2025 | |||||||||||||||
| Fair value | Fair value | |||||||||||||||
| (€ million) |
Forward exchange transactions |
Commodity forwards |
Forward exchange transactions |
Commodity forwards |
||||||||||||
| Not designated in hedge accounting |
-0.9 | — | 0.0 | — | ||||||||||||
| Designated in hedge accounting |
- | 0.4 | — | -1.3 | ||||||||||||
| Change in value of hedging instrument recognized in other comprehensive income |
— | 1.0 | — | -2.0 | ||||||||||||
| Ineffectiveness recognized in profit or loss |
— | — | — | — | ||||||||||||
| Gains and losses on hedges reclassified to inventories – basis adjustment |
— | -0.5 | — | -0.5 | ||||||||||||
| Amount reclassified from hedging reserve to profit or loss |
— | — | — | — | ||||||||||||
| Balances remaining in the cash flow hedge reserve from hedging relationships for which hedge accounting is no longer applied |
-56.6 | — | -56.6 | — | ||||||||||||
Forward exchange contracts are presented in other current assets and liabilities; commodity forwards are presented in other current liabilities and other current assets.
The fair values of the derivative financial instruments are determined on the basis of quantitative finance methods using standard banking models. Counterparty risk as of the measurement date is taken into account in the determination of fair values. Where market prices exist, these correspond to the price a third party would pay for the rights or obligations arising from the financial instruments. The fair values are the market values of the derivative financial instruments, irrespective of any offsetting changes in the value of hedged items.
The foreign exchange forward contracts with a notional value of 63 € million (2025: €162 million) have a remaining Maturity of less than one year. This includes a nominal amount of €26 million (2025: €86 million) for securing intra-group loans.
Commodity forward contracts with a notional amount of €28 million (2025: €25 million) have a remaining maturity of less than one year.
| Interim Report Q1 2026 | Financial Information | 26 |
| 12. | Subsequent events |
As announced on January 15, 2026, the Group initiated the sale of the Becker Group, a disposal group within the Kloeckner Metals Europe segment.
As of March 31, 2026, the criteria for classification as held for sale under IFRS 5 were not yet met. However, these criteria were met subsequent to the reporting date and prior to the authorization of these financial statements. As of today, non-binding purchase offers were received from several interested parties and management considers it highly probable under IFRS 5.7 that the disposal will be completed within twelve months. The following assets and liabilities (before IFRS 5 fair value adjustments) are expected to be classified as held for sale in the subsequent reporting period: €375m assets and €100m liabilities.
The estimated fair value less costs to sell amounts to approximately € 100 million. Accordingly, the excess of the carrying amount over the estimated fair value less costs to sell is expected to result in the recognition of an impairment loss according to IFRS 5 in the amount of approximately € 175 million.
In accordance with IAS 10, this represents a non-adjusting event after the reporting period. No adjustments have been made to the financial statements as at March 31, 2026.
After the reporting period, Klöckner & Co SE has signed new facilities for the Euro-Financing in Europe, which include a syndicated loan, an ABS program and an intercompany loan with Worthington Steel. The syndicated loan and the intercompany loan will become effective upon the closing of the Worthington Steel transaction and the fulfillment of certain conditions, while the ABS program is expected to become effective separately at the end of May 2026, subject to certain conditions. The financial effects of these instruments relate to future periods and cannot be reliably quantified as at the reporting date.
| 13. | Related party transactions |
Klöckner & Co SE is a dependent company of SWOCTEM GmbH, Haiger, within the meaning of Section 312 of the German Stock Corporation Act (AktG). The majority shareholder of SWOCTEM GmbH is Prof. Dr. E.h. Friedhelm Loh, who is to be regarded as a controlling party of Klöckner & Co SE due to his shareholding in SWOCTEM. Pursuant to Section 312 (1) of the German Stock Corporation Act, the Management Board of Klöckner & Co SE has therefore prepared a report on relations with affiliated companies. Please see the concluding statement to the report in section 4.1 of the combined management report for fiscal year 2025.
Related parties within the meaning of IAS 24 therefore include SWOCTEM GmbH, entities related to it and entities which are controlled, jointly controlled or significantly influenced by Prof. Dr. E.h. Friedhelm Loh or his close family members or in which key management positions are held by these persons. In the first quarter of 2026, the Group supplied these companies with goods to the value of €1,335 thousand (Q1 2025: €1,513 thousand) and purchased goods to the value of €0 thousand (Q1 2025: €0 thousand) and services to the value of €1 thousand (Q1 2025: €4 thousand). All transactions took place at arm’s length. There were receivables of €612 thousand (Dec. 31, 2025: €252 thousand) and liabilities of €0 thousand (Dec. 31, 2025: €0 thousand) as of the reporting date.
Furthermore, all Group companies listed in the annex to the notes to the consolidated financial statements of the parent company of Klöckner & Co SE are also classified as related parties within the meaning of IAS 24. All transactions with related parties included in the consolidated financial statements have been eliminated in the consolidation entries. Transactions with associates or non-consolidated subsidiaries generally resulted from normal trading in goods and services. In the first quarter of 2026, the Group supplied these companies with goods to the value of €3 thousand (Q1 2025: €3 thousand) and purchased goods from them to the value of €402 thousand (Q1 2025: €20 thousand). All transactions took place at arm’s length. There were receivables of €2 thousand (Dec. 31, 2025: €0 thousand) and liabilities of €28 thousand (Dec. 31, 2025: €122 thousand) as of the reporting date.
| Interim Report Q1 2026 | Financial Information | 27 |
Without exception, the transactions between the Group companies and related parties are attributable to ordinary activities and were conducted on an arm’s length basis.
| Interim Report Q1 2026 | Financial Information | 28 |
| 14. | Segment reporting |
Since 2024, the Group has been divided into two operating segments: Kloeckner Metals Americas and Kloeckner Metals Europe. As before, headquarters functions not allocated to a segment are reported separately, together with consolidation adjustments, under Holding and other Group companies.
| Kloeckner Metals Americas |
Kloeckner Metals Europe |
Holding and other Group companies*) |
Total | |||||||||||||||||||||||||||||
| (€ million) |
Q1 2026 | Q1 2025 | Q1 2026 | Q1 2025 | Q1 2026 | Q1 2025 | Q1 2026 | Q1 2025 | ||||||||||||||||||||||||
| Shipments (Tto) |
664 | 757 | 432 | 414 | — | — | 1,096 | 1,170 | ||||||||||||||||||||||||
| External sales |
840 | 987 | 728 | 679 | — | — | 1,568 | 1,666 | ||||||||||||||||||||||||
| Gross profit |
159 | 197 | 139 | 119 | — | — | 298 | 317 | ||||||||||||||||||||||||
| Gross profit margin (%) |
18.9 | 20.0 | 19.1 | 17.5 | — | — | 19.0 | 19.0 | ||||||||||||||||||||||||
| Segment result (EBITDA)**) |
35 | 28 | 9 | —4 | —4 | —6 | 41 | 18 | ||||||||||||||||||||||||
| EBITDA before material special effects |
37 | 48 | 10 | —4 | — | —2 | 46 | 42 | ||||||||||||||||||||||||
| Earnings before interest and taxes (EBIT) |
20 | 13 | —6 | —19 | —4 | —6 | 10 | —12 | ||||||||||||||||||||||||
| Cash flow from operating activities |
—71 | —20 | —193 | —94 | —6 | —4 | —270 | —118 | ||||||||||||||||||||||||
| Kloeckner Metals Americas |
Kloeckner Metals Europe |
Holding and other Group companies*) |
Total | |||||||||||||||||||||||||||||
| (€ million) |
Q1 2026 | GJ 2025 | Q1 2026 | GJ 2025 | Q1 2026 | GJ 2025 | Q1 2026 | GJ 2025 | ||||||||||||||||||||||||
| Net working capital as of closing date***) |
750 | 651 | 727 | 524 | 2 | — | 1,479 | 1,175 | ||||||||||||||||||||||||
| Employees as of closing date |
|
2,738 |
|
3,041 |
|
3,221 |
|
3,256 |
|
184 |
|
203 | 6,143 | 6,500 | ||||||||||||||||||
| *) | Including consolidations. |
| **) | EBITDA = Earnings before interest, taxes, income from investments, depreciation and amortization and reversals of impairments on intangible assets and property, plant and equipment. |
| ***) | Net working capital = Inventories + trade receivables + contract assets + supplier bonus receivables ./. trade payables ./. contract liabilities ./. advance payments received. |
Düsseldorf, May 22, 2026
Management Board
Guido Kerkhoff
Chairman of the Management Board
(CEO)
| Dr. Oliver Falk | John Ganem | |
| Member of the Management Board | Member of the Management Board | |
| (CFO) | (CEO Americas) |
| Interim Report Q1 2026 | Financial Information | 29 |
Responsibility statement
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the condensed interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the fiscal year.
Düsseldorf, May 22, 2026
Management Board
Guido Kerkhoff
Chairman of the Management Board
(CEO)
| Dr. Oliver Falk | John Ganem | |
| Member of the Management Board | Member of the Management Board | |
| (CFO) | (CEO Americas) |
| Interim Report Q1 2026 | Financial Information | 30 |
Disclaimer
This report contains forward-looking statements that are based on the current estimates of the Klöckner & Co SE management with respect to future events. They are generally identified by the words “expect”, “anticipate”, “assume”, “intend”, “estimate”, “target”, “aim”, “plan”, “will”, “endeavor”, “outlook” and comparable expressions, and generally contain information that relates to expectations or targets for economic conditions, sales or other performance measures. Forward-looking statements are based on currently valid plans, estimates and projections and are therefore only valid on the day on which they are made. You should consider them with caution. Such statements are subject to numerous risks and uncertainties (e.g. those described in publications), most of which are difficult to predict and are generally beyond the control of Klöckner & Co SE. The relevant factors include the effects of significant strategic and operational initiatives, including the acquisition or disposal of companies or other assets. If these or other risks or uncertainties materialize or if the assumptions underlying any of the statements turn out to be incorrect, the actual results of Klöckner & Co SE may be materially different from those stated or implied by such statements. Klöckner & Co SE can offer no assurance that its expectations or targets will be achieved. Without prejudice to existing legal obligations, Klöckner & Co SE does not assume any obligation to update forward-looking statements to take information or future events into account or otherwise. In addition to the figures prepared in line with IFRS or HGB (Handelsgesetzbuch – German Commercial Code), Klöckner & Co SE presents non-GAAP financial performance measures, e.g. EBITDA, EBIT, net working capital and net financial debt. These non-GAAP measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS or HGB. Non-GAAP key figures are not subject to IFRS or HGB, or to other generally applicable accounting regulations. In assessing the net assets, financial position and results of operations of Klöckner & Co SE, these supplementary figures should not be used in isolation or as an alternative to the key figures presented in the consolidated financial statements and calculated in accordance with the relevant accounting principles. Other companies may define these terms in different ways. Please refer to the definitions in this interim report. Also: For other terms not defined in this interim report, please see the glossary on our website at https://www.kloeckner.com/en/glossary/.
Rounding
There may be rounding differences with respect to the percentages and figures in this report.
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On January 15, 2026, Worthington Steel, Inc. (“Worthington Steel”), Worthington Steel GmbH (“BidCo”) and Klöckner & Co SE (“Klöckner”) entered into a Business Combination Agreement (“BCA”) governing the key terms and conditions based on which BidCo launched a voluntary public cash takeover offer to all shareholders of Klöckner to tender each issued and outstanding share of Klöckner to BidCo at a cash consideration of €11.00 per Klöckner Share (such offer, as amended, the “Offer,” and the transactions contemplated thereby, the “Klöckner Acquisition”). On June 3, 2026 (the “Settlement Date”), the Company completed the Klöckner Acquisition.
On June 1, 2026, Worthington Steel issued $700,000,000 aggregate principal amount of its 7.750% senior secured notes due 2033 (“Note Offering”), and entered into a seven-year senior secured term loan credit facility in an aggregate principal amount of $700,000,000 (“Term Loan Credit Facility”). The net proceeds of the Note Offering, together with borrowings under the Term Loan Credit Facility and cash on hand, were intended to fund the Klöckner Acquisition, to repay certain existing indebtedness of Worthington Steel and Klöckner, to pay related transaction costs and expenses, and for general working capital purposes. On June 1, 2026, Worthington Steel also entered into the Third Amendment to its Revolving Credit and Security Agreement to expand collateral and align with the term loan structure.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed combined balance sheet as of February 28, 2026 combines the unaudited consolidated balance sheet of Worthington Steel as of February 28, 2026 with the unaudited consolidated statement of financial position of Klöckner as of March 31, 2026, giving effect to the acquisition as if it had been consummated on February 28, 2026.
The unaudited pro forma condensed combined statement of earnings for the nine months ended February 28, 2026 combines the unaudited consolidated statement of earnings of Worthington Steel for the nine months ended February 28, 2026 with the results of Klöckner for the period from July 1, 2025 to March 31, 2026, giving effect to the acquisition as if it had been consummated on June 1, 2024. The results of Klöckner for the period from July 1, 2025 to March 31, 2026 were derived from (i) the historical audited consolidated statement of income of Klöckner for the year ended December 31, 2025; plus (ii) the historical unaudited consolidated statement of income of Klöckner for the three months ended March 31, 2026; less (iii) the historical unaudited consolidated statement of income of Klöckner for the six months ended June 30, 2025.
The unaudited pro forma condensed combined statement of earnings for the year ended May 31, 2025 combines the audited consolidated statement of earnings of Worthington Steel for the year ended May 31, 2025 with the results of Klöckner for the period from July 1, 2024 to June 30, 2025, giving effect to the acquisition as if it had been consummated on June 1, 2024. The results of Klöckner for the period from July 1, 2024 to June 30, 2025 were derived from (i) the historical audited consolidated statement of income of Klöckner for the year ended December 31, 2024; plus (ii) the historical unaudited consolidated statement of income of Klöckner for the six months ended June 30, 2025; less (iii) the historical unaudited consolidated statement of income of Klöckner for the six months ended June 30, 2024.
The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included as an exhibit to the Current Report on Form 8-K/A (“Current Report”) to which the unaudited pro forma condensed combined financial information is attached or were previously filed with the Securities and Exchange Commission (“SEC”):
| • | The historical unaudited consolidated financial statements of Klöckner as of and for the three months ended March 31, 2026, included as an exhibit to the Current Report to which the unaudited pro forma condensed combined financial information is attached; |
| • | The historical audited consolidated financial statements of Klöckner as of and for the year ended December 31, 2025, included as an exhibit to the Current Report to which the unaudited pro forma condensed combined financial information is attached; |
| • | The historical unaudited consolidated financial statements of Worthington Steel as of and for the nine months ended February 28, 2026, as included in Worthington Steel’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2026; |
| • | The historical audited financial statements of Worthington Steel as of and for the year ended May 31, 2025, as included in Worthington Steel’s Annual Report on Form 10-K filed with the SEC on July 29, 2025. |
The historical financial statements of Worthington Steel have been prepared in accordance with U.S. GAAP and in its presentation and reporting currency of USD. The historical financial statements of Klöckner have been prepared in accordance with IFRS as issued by International Accounting Standards Board (“IASB”) and in its presentation and reporting currency of EUR.
The unaudited pro forma condensed combined financial information should also be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations of Worthington Steel in the Annual Report on Form 10-K of Worthington Steel for the year ended May 31, 2025 and in the Quarterly Report on Form 10-Q for the nine months ended February 28, 2026.
Accounting for the Acquisition
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP. Worthington Steel has been treated as the acquirer for accounting purposes, and thus accounts for the Klöckner Acquisition as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). The total purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The assets and liabilities of Klöckner have been measured based on various preliminary estimates using assumptions that Worthington Steel’s management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information appearing below does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation upon finalization of the Klöckner Acquisition.
The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Klöckner Acquisition and financing adjustments to fund the Klöckner Acquisition, which are discussed in further detail below. Amounts presented reflect the accounting for the Klöckner Acquisition by Worthington Steel. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to represent the combined company’s consolidated statement of earnings or consolidated financial position that would have occurred had the Klöckner Acquisition been consummated on the dates assumed or to project the combined company’s consolidated statement of earnings or consolidated financial position for any future date or period.
The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by Worthington Steel as set forth in the historical financial statements. A more comprehensive comparison and assessment will occur, which may result in the identification of differences that could be material. Worthington Steel has included certain presentation adjustments for consistency in the financial statement presentation. See Note 2 for more information.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may result from or be achieved because of the Klöckner Acquisition.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
Unaudited Pro Forma Condensed Combined Balance Sheet
(in millions of USD)
| As of February 28, 2026 |
As of March 31, 2026 |
As of February 28, 2026 | ||||||||||||||||||||||
| Worthington As Reported |
Klöckner As Adjusted |
Transaction Accounting Adjustments |
Transaction Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| (Note 2) | ||||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Current assets: |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 90.0 | $ | 61.6 | (683.1 | ) | (A) | $ | 1,341.6 | (D) | $ | 489.4 | ||||||||||||
| (19.0 | ) | (B) | (192.7 | ) | (E) | |||||||||||||||||||
| (21.2 | ) | (C) | (87.8 | ) | (F) | |||||||||||||||||||
| Receivables, less allowances |
461.6 | 1,002.6 | (141.4 | ) | (A) | 1,322.8 | ||||||||||||||||||
| Inventories |
435.6 | 1,372.2 | (196.1 | ) | (A) | 1,611.7 | ||||||||||||||||||
| Income taxes receivable |
2.7 | 46.1 | 48.8 | |||||||||||||||||||||
| Assets held for sale |
0.6 | 17.2 | 17.8 | |||||||||||||||||||||
| Prepaid expenses and other current assets |
116.0 | 166.9 | (18.4 | ) | (A) | 264.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current assets |
1,106.5 | 2,666.6 | (1,079.2 | ) | 1,061.1 | 3,755.0 | ||||||||||||||||||
| Investment in unconsolidated affiliate |
119.8 | — | 119.8 | |||||||||||||||||||||
| Operating lease right-of-use assets |
89.1 | 235.2 | 9.3 | (A) | 333.6 | |||||||||||||||||||
| Finance lease right-of-use assets, net of accumulated amortization |
9.4 | 12.9 | 5.1 | (A) | 27.4 | |||||||||||||||||||
| Goodwill |
103.3 | 97.6 | (97.6 | ) | (A) | 103.3 | ||||||||||||||||||
| Other intangible assets, net of accumulated amortization |
87.0 | 108.5 | (108.5 | ) | (A) | 87.0 | ||||||||||||||||||
| Deferred income taxes |
12.7 | 11.9 | 55.1 | (A) | 79.7 | |||||||||||||||||||
| Equity securities |
101.3 | — | (101.3 | ) | (A) | — | ||||||||||||||||||
| Other assets |
8.5 | 359.8 | (0.1 | ) | (A) | 368.2 | ||||||||||||||||||
| Property, plant and equipment, net |
677.9 | 789.4 | (245.3 | ) | (A) | 1,222.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total assets |
$ | 2,315.5 | $ | 4,281.9 | $ | (1,562.5 | ) | $ | 1,061.1 | $ | 6,096.0 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Liabilities, mezzanine equity, and equity |
||||||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||||||
| Accounts payable |
$ | 401.9 | $ | 724.3 | (85.0 | ) | (A) | $ | 1,041.2 | |||||||||||||||
| Short-term borrowings |
192.7 | 152.8 | (1.2 | ) | (A) | (192.7 | ) | (E) | 63.8 | |||||||||||||||
| (87.8 | ) | (F) | ||||||||||||||||||||||
| Accrued compensation, contributions to employee benefit plans and related taxes |
55.3 | 53.7 | (10.8 | ) | (A) | 91.2 | ||||||||||||||||||
| (7.0 | ) | (C) | ||||||||||||||||||||||
| Dividends payable |
9.1 | — | 9.1 | |||||||||||||||||||||
| Other accrued items |
43.8 | 107.8 | (1.1 | ) | (A) | 150.5 | ||||||||||||||||||
| Current operating lease liabilities |
11.3 | 49.7 | (1.4 | ) | (A) | 59.6 | ||||||||||||||||||
| Current finance lease liabilities |
2.4 | 2.1 | 4.5 | |||||||||||||||||||||
| Income taxes payable |
2.0 | 30.7 | (0.4 | ) | (A) | 32.3 | ||||||||||||||||||
| Current maturities of long-term debt |
27.1 | — | 27.1 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current liabilities |
745.6 | 1,121.1 | (106.9 | ) | (280.5 | ) | 1,479.3 | |||||||||||||||||
| Other liabilities |
57.3 | 30.9 | (1.1 | ) | (A) | 87.1 | ||||||||||||||||||
| Long-term debt |
31.6 | 899.7 | (8.1 | ) | (A) | 1,341.6 | (D) | 2,264.8 | ||||||||||||||||
| Noncurrent operating lease liabilities |
82.4 | 197.0 | (0.8 | ) | (A) | 278.6 | ||||||||||||||||||
| Noncurrent finance lease liabilities |
5.1 | 15.9 | 21.0 | |||||||||||||||||||||
| Deferred income taxes |
36.1 | 113.6 | 149.7 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total liabilities |
958.1 | 2,378.2 | (116.9 | ) | 1,061.1 | 4,280.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Mezzanine equity: |
||||||||||||||||||||||||
| Redeemable noncontrolling interest |
96.8 | — | 96.8 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total mezzanine equity |
96.8 | — | — | — | 96.8 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Shareholders’ equity – controlling interest: |
||||||||||||||||||||||||
| Preferred shares |
— | — | — | |||||||||||||||||||||
| Common shares |
— | 288.1 | (288.1 | ) | (A) | — | ||||||||||||||||||
| Additional Paid-in Capital |
916.7 | 656.9 | (656.9 | ) | (A) | 916.7 | ||||||||||||||||||
| Retained Earnings |
205.7 | 525.9 | (525.9 | ) | (A) | 172.5 | ||||||||||||||||||
| (19.0 | ) | (B) | ||||||||||||||||||||||
| (14.2 | ) | (C) | ||||||||||||||||||||||
| Accumulated other comprehensive income (loss), net of taxes |
2.1 | 424.9 | (424.9 | ) | (A) | 2.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Shareholders’ equity - controlling interest |
1,124.5 | 1,895.8 | (1,929.0 | ) | — | 1,091.3 | ||||||||||||||||||
| Noncontrolling interests |
136.1 | 7.9 | 483.4 | (A) | 627.4 | |||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total equity |
1,260.6 | 1,903.7 | (1,445.6 | ) | — | 1,718.7 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total liabilities, mezzanine equity, and equity |
$ | 2,315.5 | $ | 4,281.9 | $ | (1,562.5 | ) | $ | 1,061.1 | $ | 6,096.0 | |||||||||||||
|
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|
|
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|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
Unaudited Pro Forma Condensed Combined Statement of Earnings
(in millions of USD, except per share amounts)
| For the Nine Months Ended February 28, 2026 |
For the Period from July 1, 2025 to March 31, 2026 |
For the Nine Months Ended February 28, 2026 | ||||||||||||||||||||||
| Worthington As Reported |
Klöckner As Adjusted |
Transaction Accounting Adjustments |
Transaction Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| (Note 2) | USD | |||||||||||||||||||||||
| Net sales |
$ | 2,514.6 | $ | 4,707.1 | $ | 7,221.7 | ||||||||||||||||||
| Cost of goods sold |
2,230.1 | 4,386.0 | (28.5 | ) | (AA) | 6,587.6 | ||||||||||||||||||
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|
|
|
|
|
|
|
|||||||||||||||
| Gross margin |
284.5 | 321.1 | 28.5 | — | 634.1 | |||||||||||||||||||
| Selling, general and administrative expense |
216.3 | 277.9 | (4.0 | ) | (AA) | 490.2 | ||||||||||||||||||
| Impairment of assets |
2.1 | 1.9 | 4.0 | |||||||||||||||||||||
| Restructuring and other (income) expense, net |
(7.0 | ) | (6.7 | ) | (13.7 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income |
73.1 | 48.0 | 32.5 | — | 153.6 | |||||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Miscellaneous income (expense), net |
9.9 | 21.7 | 31.6 | |||||||||||||||||||||
| Interest expense, net |
(7.7 | ) | (32.7 | ) | (89.3 | ) | (FF) | (121.0 | ) | |||||||||||||||
| 6.0 | (GG) | |||||||||||||||||||||||
| 2.7 | (HH) | |||||||||||||||||||||||
| Equity in net income (loss) of unconsolidated affiliate |
16.7 | (0.6 | ) | 16.1 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Earnings (loss) before income taxes |
92.0 | 36.4 | 32.5 | (80.6 | ) | 80.3 | ||||||||||||||||||
| Income tax expense |
21.1 | 18.8 | 6.8 | (EE) | (16.9 | ) | (EE) | 29.8 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net earnings (loss) |
70.9 | 17.6 | 25.7 | (63.7 | ) | 50.5 | ||||||||||||||||||
| Net earnings attributable to noncontrolling interests |
4.9 | — | 16.5 | (II) | 0.8 | (II) | 22.2 | |||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net earnings attributable to controlling interest |
$ | 66.0 | $ | 17.6 | $ | 9.2 | $ | (64.5 | ) | $ | 28.3 | |||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Basic |
||||||||||||||||||||||||
| Weighted average common shares outstanding |
49.8 | 49.8 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Earnings per common share attributable to controlling interest |
$ | 1.33 | $ | 0.57 | ||||||||||||||||||||
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|
|
|
|
|||||||||||||||||||||
| Diluted |
||||||||||||||||||||||||
| Weighted average common shares outstanding |
50.7 | 50.7 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Earnings per common share attributable to controlling interest |
$ | 1.30 | $ | 0.56 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
Unaudited Pro Forma Condensed Combined Statement of Earnings
(in millions of USD, except per share amounts)
| For the Year Ended May 31, 2025 |
For the Period from July 1, 2024 to June 30, 2025 |
For the Year Ended May 31, 2025 | ||||||||||||||||||||||
| Worthington As Reported |
Klöckner As Adjusted |
Transaction Accounting Adjustments |
Transaction Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
| (Note 2) | ||||||||||||||||||||||||
| Net sales |
$ | 3,093.3 | $ | 6,122.8 | $ | 9,216.1 | ||||||||||||||||||
| Cost of goods sold |
2,704.7 | 5,684.7 | (36.1 | ) | (AA) | 8,353.3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Gross margin |
388.6 | 438.1 | 36.1 | — | 862.8 | |||||||||||||||||||
| Selling, general and administrative expense |
231.6 | 344.6 | (5.0 | ) | (AA) | 606.4 | ||||||||||||||||||
| 19.0 | (BB) | |||||||||||||||||||||||
| 14.2 | (CC) | |||||||||||||||||||||||
| 2.0 | (DD) | |||||||||||||||||||||||
| Impairment of assets |
7.4 | 4.4 | 11.8 | |||||||||||||||||||||
| Restructuring and other (income) expense, net |
2.6 | 37.6 | 40.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income |
147.0 | 51.5 | 5.9 | — | 204.4 | |||||||||||||||||||
| Other income (expense): |
— | — | — | |||||||||||||||||||||
| Miscellaneous income, net |
3.8 | 21.2 | 25.0 | |||||||||||||||||||||
| Interest expense, net |
(7.1 | ) | (40.2 | ) | (123.8 | ) | (FF) | (158.6 | ) | |||||||||||||||
| 8.9 | (GG) | |||||||||||||||||||||||
| 3.6 | (HH) | |||||||||||||||||||||||
| Equity in net income of unconsolidated affiliate |
4.4 | (1.9 | ) | 2.5 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Earnings before income taxes |
148.1 | 30.6 | 5.9 | (111.3 | ) | 73.4 | ||||||||||||||||||
| Income tax expense |
28.8 | 81.2 | 1.2 | (EE) | (23.4 | ) | (EE) | 87.8 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net earnings |
119.3 | (50.6 | ) | 4.7 | (87.9 | ) | (14.5 | ) | ||||||||||||||||
| Net earnings attributable to noncontrolling interests |
8.6 | — | (11.8 | ) | (II) | 1.1 | (II) | (2.1 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net earnings attributable to controlling interest |
$ | 110.7 | $ | (50.6 | ) | $ | 16.5 | $ | (89.0 | ) | $ | (12.4 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Basic |
||||||||||||||||||||||||
| Weighted average common shares outstanding |
49.5 | 49.5 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Earnings (loss) per common share attributable to controlling interest |
$ | 2.24 | $ | (0.25 | ) | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Diluted |
||||||||||||||||||||||||
| Weighted average common shares outstanding |
50.5 | 49.5 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Earnings (loss) per common share attributable to controlling interest |
$ | 2.19 | $ | (0.25 | ) | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 1. | Basis of Presentation |
The pro forma adjustments have been prepared as if the acquisition had been consummated on February 28, 2026, in the case of the unaudited pro forma condensed combined balance sheet, and, in the case of the unaudited pro forma condensed combined statements of earnings, as if the acquisition had been consummated on June 1, 2024, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of earnings.
The unaudited pro forma condensed combined financial information has been prepared assuming the acquisition method of accounting in accordance with U.S. GAAP. Under this method, Klöckner’s assets and liabilities are recorded at their respective fair values. The pro forma adjustments are based on preliminary valuations and accounting conclusions and are subject to potential revisions upon further analysis.
The pro forma adjustments represent management’s estimates based on information available as of the date of this Current Report and are subject to change as additional information becomes available and additional analyses are performed.
One-time direct and incremental transaction costs have been expensed as incurred under ASC 805.
Worthington Steel performed a preliminary accounting policy analysis, and no material impacts were determined to be required to align Klöckner’s accounting policies with Worthington Steel’s other than IFRS to U.S. GAAP conversion adjustments detailed in Note 2(iii). As such, no other adjustments have been applied based on this analysis. A more comprehensive comparison and assessment will occur, which may result in the identification of differences that could be material.
Worthington Steel and Klöckner have not had a material historical relationship prior to the Klöckner Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
| 2. | Presentation Adjustments to Klöckner’s Historical As Reported Financial Statements |
Klöckner’s historical balances were derived from their historical financial statements described above and are presented in accordance with IFRS as issued by IASB and in its presentation and reporting currency of EUR. The table below presents adjustments to align Klöckner’s historical financial statements with Worthington Steel’s, which are presented in accordance with U.S. GAAP and in its presentation and reporting currency of USD.
During the preparation of the unaudited pro forma condensed combined financial information, Worthington Steel performed a preliminary review of Klöckner’s financial information to identify differences in financial statement presentation and accounting policy as compared to the presentation of Worthington Steel. Based on the information currently available, certain adjustments have been made to Klöckner’s historical financial statements to conform to Worthington Steel’s presentation. Further review of Klöckner’s financial statements may result in additional adjustments, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
Refer to the table below for preliminary reconciliation of the historical financial information of Klöckner to Worthington Steel’s presentation:
Unaudited Condensed Consolidated Statement of Financial Position as of March 31, 2026
| Klöckner Financial Statement Line |
Klöckner Historical |
Klöckner As Converted |
Reclassifications | GAAP Conversion |
Klöckner As Adjusted |
Worthington Financial Statement Line | ||||||||||||||||||||
| (in $ millions, except Klöckner Historical) | EUR | (i) | (ii) | (iii) | ||||||||||||||||||||||
| Assets |
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| Non-current assets |
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| Intangible assets |
€ | 178.4 | $ | 206.1 | $ | (97.6 | ) | (a) | $ | 108.5 | Other intangible assets, net of accumulated amortization | |||||||||||||||
| 97.6 | (a) | 97.6 | Goodwill | |||||||||||||||||||||||
| 235.2 | (a) | 235.2 | Operating lease right-of-use assets | |||||||||||||||||||||||
| 248.1 | (b) | (235.2 | ) | (a) | 12.9 | Finance lease right-of-use assets, net of accumulated amortization | ||||||||||||||||||||
| Property, plant and equipment |
889.0 | 1,027.0 | (248.1 | ) | (b) | 789.4 | Property, plant and equipment, net | |||||||||||||||||||
| 10.5 | (g) | |||||||||||||||||||||||||
| 359.8 | (c) | 359.8 | Other assets | |||||||||||||||||||||||
| Investment property |
9.1 | 10.5 | (10.5 | ) | (g) | — | ||||||||||||||||||||
| Other financial assets |
28.7 | 33.1 | (33.1 | ) | (c) | — | ||||||||||||||||||||
| Other non-financial assets |
282.7 | 326.7 | (326.7 | ) | (c) | — | ||||||||||||||||||||
| Deferred tax assets |
10.3 | 11.9 | 11.9 | Deferred income taxes | ||||||||||||||||||||||
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| Total non-current assets |
1,398.2 | 1,615.3 | — | — | 1,615.3 | |||||||||||||||||||||
| Current assets |
||||||||||||||||||||||||||
| Inventories |
1,187.7 | 1,372.2 | 1,372.2 | Inventories | ||||||||||||||||||||||
| Trade receivables |
838.3 | 968.5 | 34.1 | (d) | 1,002.6 | Receivables, less allowances | ||||||||||||||||||||
| Contract assets |
69.1 | 79.8 | (79.8 | ) | (e) | — | ||||||||||||||||||||
| 166.9 | (e) | 166.9 | Prepaid expenses and other current assets | |||||||||||||||||||||||
| Supplier bonus receivables |
29.5 | 34.1 | (34.1 | ) | (d) | — | ||||||||||||||||||||
| Current income tax receivables |
39.9 | 46.1 | 46.1 | Income taxes receivable | ||||||||||||||||||||||
| Other financial assets |
11.5 | 13.3 | (13.3 | ) | (e) | — | ||||||||||||||||||||
| Other non-financial assets |
63.8 | 73.8 | (73.8 | ) | (e) | — | ||||||||||||||||||||
| Cash and cash equivalents |
53.3 | 61.6 | 61.6 | Cash and cash equivalents | ||||||||||||||||||||||
| Assets held for sale |
14.9 | 17.2 | 17.2 | Assets held for sale | ||||||||||||||||||||||
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| Total current assets |
2,308.1 | 2,666.6 | — | — | 2,666.6 | Total current assets | ||||||||||||||||||||
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| Total assets |
€ | 3,706.3 | $ | 4,281.9 | $ | — | $ | — | $ | 4,281.9 | Total assets | |||||||||||||||
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| Equity and liabilities |
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| Equity |
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| Subscribed capital |
€ | 249.4 | $ | 288.1 | $ | 288.1 | Common shares | |||||||||||||||||||
| Capital reserves |
568.6 | 656.9 | 656.9 | Additional Paid-in Capital | ||||||||||||||||||||||
| Retained earnings |
455.2 | 525.9 | 525.9 | Retained Earnings | ||||||||||||||||||||||
| Accumulated other comprehensive income |
367.7 | 424.9 | 424.9 | Accumulated other comprehensive income (loss), net of taxes | ||||||||||||||||||||||
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| Equity attributable to shareholders of Klöckner & Co SE |
1,641.0 | 1,895.8 | — | — | 1,895.8 | Total Shareholders’ equity - controlling interest | ||||||||||||||||||||
| Non-controlling interests |
6.8 | 7.9 | 7.9 | Noncontrolling interests | ||||||||||||||||||||||
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| Total equity |
1,647.8 | 1,903.7 | — | — | 1,903.7 | Total equity | ||||||||||||||||||||
| Non-current liabilities |
||||||||||||||||||||||||||
| 30.9 | (f) | 30.9 | Other liabilities | |||||||||||||||||||||||
| Provisions for pensions and similar obligations |
16.4 | 18.9 | (18.9 | ) | (f) | — | ||||||||||||||||||||
| Other provisions and accrued liabilities |
10.1 | 11.7 | (11.7 | ) | (f) | — | ||||||||||||||||||||
| 212.9 | (b) | (197.0 | ) | (a) | 15.9 | Noncurrent finance lease liabilities | ||||||||||||||||||||
| 197.0 | (a) | 197.0 | Noncurrent operating lease liabilities | |||||||||||||||||||||||
| Non-current financial liabilities |
963.1 | 1,112.6 | (212.9 | ) | (b) | 899.7 | Long-term debt | |||||||||||||||||||
| Other financial liabilities |
0.3 | 0.3 | (0.3 | ) | (f) | — | ||||||||||||||||||||
| Deferred tax liabilities |
98.3 | 113.6 | 113.6 | Deferred income taxes | ||||||||||||||||||||||
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| Total non-current liabilities |
1,088.2 | 1,257.1 | 0.0 | — | 1,257.1 | |||||||||||||||||||||
| Current liabilities |
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| Other provisions and accrued liabilities |
67.9 | 78.4 | (24.7 | ) | (i) | 53.7 | Accrued compensation, contributions to employee benefit plans and related taxes | |||||||||||||||||||
| Income tax liabilities |
26.5 | 30.7 | 30.7 | Income taxes payable | ||||||||||||||||||||||
| 51.8 | (b) | (49.7 | ) | (a) | 2.1 | Current finance lease liabilities | ||||||||||||||||||||
| Current financial liabilities |
177.1 | 204.6 | (51.8 | ) | (b) | 152.8 | Short-term borrowings | |||||||||||||||||||
| Trade payables |
626.8 | 724.3 | 724.3 | Accounts payable | ||||||||||||||||||||||
| 83.1 | (h) | 107.8 | Other accrued items | |||||||||||||||||||||||
| 24.7 | (i) | |||||||||||||||||||||||||
| 49.7 | (a) | 49.7 | Current operating lease liabilities | |||||||||||||||||||||||
| Other financial liabilities |
18.8 | 21.7 | (21.7 | ) | (h) | — | ||||||||||||||||||||
| Non-financial contract liabilities |
16.8 | 19.4 | (19.4 | ) | (h) | — | ||||||||||||||||||||
| Advance payments received |
2.4 | 2.7 | (2.7 | ) | (h) | — | ||||||||||||||||||||
| Other non-financial liabilities |
34.1 | 39.3 | (39.3 | ) | (h) | — | ||||||||||||||||||||
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| Total current liabilities |
970.4 | 1,121.1 | — | — | 1,121.1 | Total current liabilities | ||||||||||||||||||||
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| Total liabilities |
2,058.5 | 2,378.2 | 0.0 | — | 2,378.2 | Total liabilities | ||||||||||||||||||||
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| Total equity and liabilities |
€ | 3,706.3 | $ | 4,281.9 | $ | 0.0 | $ | — | $ | 4,281.9 | Total liabilities, mezzanine equity, and equity | |||||||||||||||
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Unaudited Condensed Consolidated Statement of Income for the Period from July 1, 2025 to March 31, 2026
| Klöckner Financial |
Klöckner Historical |
Klöckner As Converted |
Becker Disposal |
Reclassifications | GAAP Conversion |
Klöckner As Adjusted |
Worthington Financial Statement Line |
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| (in $ millions, except Klöckner Historical) |
EUR | (i) | (iv) | (ii) | (iii) | |||||||||||||||||||||||||||
| Sales |
4,639.2 | $ | 5,416.9 | $ | (670.7 | ) | (39.1 | ) | (f) | $ | 4,707.1 | Net sales | ||||||||||||||||||||
| Changes in inventory |
6.4 | 7.4 | (21.2 | ) | 13.8 | (c) | — | |||||||||||||||||||||||||
| (288.9 | ) | (a) | (5.2 | ) | (a) | (4,386.0 | ) | Cost of goods sold | ||||||||||||||||||||||||
| (84.1 | ) | (b) | ||||||||||||||||||||||||||||||
| (3,786.0 | ) | (c) | ||||||||||||||||||||||||||||||
| (260.9 | ) | (d) | ||||||||||||||||||||||||||||||
| 39.1 | (f) | |||||||||||||||||||||||||||||||
| Own work capitalized |
0.8 | 1.0 | (1.0 | ) | (c) | — | ||||||||||||||||||||||||||
| (167.5 | ) | (a) | (1.7 | ) | (a) | (277.9 | ) | Selling, general and administrative expense | ||||||||||||||||||||||||
| (11.7 | ) | (b) | ||||||||||||||||||||||||||||||
| (97.0 | ) | (d) | ||||||||||||||||||||||||||||||
| 21.7 | (e) | 21.7 | Miscellaneous income (expense), net | |||||||||||||||||||||||||||||
| Other operating income |
52.3 | 61.0 | (1.0 | ) | (7.9 | ) | (d) | — | (1) | |||||||||||||||||||||||
| (52.1 | ) | (e) | ||||||||||||||||||||||||||||||
| Cost of materials |
(3,780.0 | ) | (4,413.7 | ) | 637.4 | 3,776.3 | (c) | — | ||||||||||||||||||||||||
| Personnel expenses |
(439.0 | ) | (512.6 | ) | 43.4 | 469.2 | (a) | — | ||||||||||||||||||||||||
| Depreciation and amortization |
(90.2 | ) | (105.3 | ) | 8.8 | 96.5 | (b) | — | ||||||||||||||||||||||||
| Impairment losses of intangible assets and property, plant and equipment |
(1.0 | ) | (1.2 | ) | — | (0.7 | ) | (b) | (1.9 | ) | Impairment of assets | |||||||||||||||||||||
| (12.8 | ) | (a) | 6.7 | Restructuring and other (income) expense, net | (1) | |||||||||||||||||||||||||||
| (3.1 | ) | (c) | ||||||||||||||||||||||||||||||
| (12.9 | ) | (d) | ||||||||||||||||||||||||||||||
| 35.5 | (e) | |||||||||||||||||||||||||||||||
| Reversals of impairments of intangible assets and property, plant and equipment |
0.1 | 0.1 | — | (0.1 | ) | (b) | — | |||||||||||||||||||||||||
| Other operating expenses |
(368.2 | ) | (429.9 | ) | 51.2 | 378.7 | (d) | — | ||||||||||||||||||||||||
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| Operating result |
20.4 | 23.7 | 47.9 | 5.1 | (7.0 | ) | 69.7 | |||||||||||||||||||||||||
| Income from investments |
(0.3 | ) | (0.4 | ) | (0.2 | ) | (0.6 | ) | Equity in net income (loss) of unconsolidated affiliate | |||||||||||||||||||||||
| Finance income |
5.8 | 6.7 | (1.6 | ) | (5.1 | ) | (e) | — | ||||||||||||||||||||||||
| Finance expenses |
(41.1 | ) | (47.8 | ) | 8.2 | 6.9 | (a) | (32.7 | ) | Interest expense, net | ||||||||||||||||||||||
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| Financial result |
(35.3 | ) | (41.1 | ) | 7 | (5.1 | ) | 6.9 | (32.7 | ) | ||||||||||||||||||||||
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| Income (loss) before taxes |
(15.2 | ) | (17.8 | ) | 54.3 | 0.0 | (0.1 | ) | 36.4 | |||||||||||||||||||||||
| Income taxes |
(16.1 | ) | (18.8 | ) | — | (18.8 | ) | Income tax expense | ||||||||||||||||||||||||
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| Net income (loss) |
€ | (31.3 | ) | $ | (36.6 | ) | $ | 54.3 | 0.0 | $ | (0.1 | ) | $ | 17.6 | ||||||||||||||||||
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| (1) | Certain balances will flip from negative to positive when mapped to Worthington Steel’s financial statement presentation; as such, the Worthington Steel Financial Statement Line title may not reflect the nature of the balance as reflected here. Please refer to the face of the unaudited pro forma financial information, where this presentation has been aligned with the titling shown here. |
Unaudited Condensed Consolidated Statement of Income for the Period from July 1, 2024 to June 30, 2025
| Klöckner Financial Statement Line |
Klöckner Historical |
Klöckner As Converted |
Becker Disposal |
Reclassification | GAAP Conversion |
Klöckner As Adjusted |
Worthington Financial Statement Line | |||||||||||||||||||||||
| (in $ millions, except Klöckner Historical) |
EUR | (i) | (iv) | (ii) | (iii) | |||||||||||||||||||||||||
| Sales |
€ | 6,439.6 | $ | 7,006.7 | $ | (833.1 | ) | $ | (50.8 | ) | (f) | $ | 6,122.8 | Net sales | ||||||||||||||||
| (354.2 | ) | (a) | (4.0 | ) | (a) | (5,684.7 | ) | Cost of goods sold | ||||||||||||||||||||||
| (106.5 | ) | (b) | ||||||||||||||||||||||||||||
| (4,939.9 | ) | (c) | ||||||||||||||||||||||||||||
| (330.9 | ) | (d) | ||||||||||||||||||||||||||||
| 50.8 | (f) | |||||||||||||||||||||||||||||
| Changes in inventory |
(32.5 | ) | (35.3 | ) | 16.3 | 19.0 | (c) | — | ||||||||||||||||||||||
| 21.2 | (e) | 21.2 | Miscellaneous income, net | |||||||||||||||||||||||||||
| Other operating income |
37.7 | 41.1 | (4.3 | ) | (10.0 | ) | (d) | — | ||||||||||||||||||||||
| (26.8 | ) | (e) | ||||||||||||||||||||||||||||
| Cost of materials |
(5,248.6 | ) | (5,710.7 | ) | 789.2 | 4,921.5 | (c) | — | ||||||||||||||||||||||
| (205.3 | ) | (a) | (1.3 | ) | (a) | (344.6 | ) | Selling, general and administrative expense | ||||||||||||||||||||||
| (14.9 | ) | (b) | ||||||||||||||||||||||||||||
| (123.1 | ) | (d) | ||||||||||||||||||||||||||||
| Personnel expenses |
(565.4 | ) | (615.1 | ) | 50.7 | 564.4 | (a) | — | ||||||||||||||||||||||
| Depreciation and amortization |
(123.0 | ) | (133.8 | ) | 11.5 | 122.3 | (b) | — | ||||||||||||||||||||||
| Impairment losses of intangible assets and property, plant and equipment |
(3.2 | ) | (3.5 | ) | — | (0.9 | ) | (b) | (4.4 | ) | Impairment of assets | |||||||||||||||||||
| (4.9 | ) | (a) | (37.6 | ) | Restructuring and other (income) expense, net | |||||||||||||||||||||||||
| (0.6 | ) | (c) | ||||||||||||||||||||||||||||
| (38.9 | ) | (d) | ||||||||||||||||||||||||||||
| 6.8 | (e) | |||||||||||||||||||||||||||||
| Reversals of impairments of intangible assets and property, plant and equipment |
0.1 | 0.1 | — | (0.1 | ) | (b) | — | |||||||||||||||||||||||
| Other operating expenses |
(520.3 | ) | (566.4 | ) | 63.5 | 502.9 | (d) | — | ||||||||||||||||||||||
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| Operating result |
(15.6 | ) | (16.9 | ) | 93.8 | 1.2 | (5.4 | ) | 72.7 | |||||||||||||||||||||
| Income from investments |
(1.7 | ) | (1.9 | ) | — | (1.9 | ) | Equity in net income of unconsolidated affiliate | ||||||||||||||||||||||
| Finance income |
3.5 | 3.8 | (2.6 | ) | (1.2 | ) | (e) | — | ||||||||||||||||||||||
| Finance expenses |
(57.2 | ) | (62.3 | ) | 16.8 | 5.3 | (a) | (40.2 | ) | Interest expense, net | ||||||||||||||||||||
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| Financial result |
(53.7 | ) | (58.5 | ) | 14.2 | (1.2 | ) | 5.3 | (40.2 | ) | ||||||||||||||||||||
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| Income (loss) before taxes |
(71.0 | ) | (77.3 | ) | 108.0 | 0.0 | (0.1 | ) | 30.6 | |||||||||||||||||||||
| Income taxes |
(74.6 | ) | (81.2 | ) | — | (81.2 | ) | Income tax expense | ||||||||||||||||||||||
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| Net income (loss) |
€ | (145.6 | ) | $ | (158.5 | ) | $ | 108.0 | $ | 0.0 | $ | (0.1 | ) | $ | (50.6 | ) | ||||||||||||||
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| (i) | The financial statements of Klöckner have been translated into USD for the purpose of presentation in the unaudited pro forma condensed combined financial information using the following exchange rates: |
| a. | The spot rate as of March 31, 2026 of EUR 1.00 to USD 1.1553 for the unaudited condensed consolidated statement of financial position as of March 31, 2026. |
| b. | The average exchange rate for the period July 1, 2025 through March 31, 2026 of EUR 1.00 to USD 1.1676 for the unaudited condensed consolidated statement of income for the nine months ended March 31, 2026. |
| c. | The average exchange rate for the period July 1, 2024 through June 30, 2025 of EUR 1.00 to USD 1.0880 for the unaudited condensed consolidated statement of income for the twelve months ended June 30, 2025. |
| (ii) | Reflects reclassification adjustments to conform Klöckner’s historical balances to the financial statement presentation of Worthington Steel. |
| • | Unaudited Condensed Consolidated Statement of Financial Position Impact: |
| a) | Represents the reclassification of historical Klöckner’s goodwill previously presented within Intangible assets to Goodwill. |
| b) | Represents the reclassification of historical Klöckner’s right-of-use assets presented previously within Property, plant and equipment to Finance lease right-of-use assets, net of accumulated amortization. Further, it represents reclassification of historical Klöckner’s lease liability within current financial liabilities and non-current financial liabilities to Current finance lease liabilities and Non-current finance liabilities, respectively. |
| c) | Represents the reclassification of historical Klöckner’s Other non-financial assets and Other financial assets to Other assets. |
| d) | Represents the reclassification of historical Klöckner’s Supplier bonus receivables to Receivables, less allowances. |
| e) | Represents the reclassification of historical Klöckner’s Contract assets, Other financial assets and Other non-financial assets to Prepaid expenses and other current assets. |
| f) | Represents the reclassification of historical Klöckner’s Other provisions and accrued liabilities, Other financial liabilities, and Provision for pension and similar obligations to Other liabilities. |
| g) | Represents the reclassification of historical Klöckner’s Investment property to Property, plant and equipment, net. |
| h) | Represents the reclassification of historical Klöckner’s Other financial liabilities, Other non-financial liabilities, Other non-financial contract liabilities, and Advance payments received to Other accrued items. |
| i) | Represents the reclassification of a portion of historical Klöckner’s Other provisions and accrued liabilities to Other accrued items. |
| • | Unaudited Condensed Consolidated Statement of Income for the Nine Months Ended March 31, 2026, and for the Twelve Months Ended June 30, 2025: |
| a) | Represents the reclassification of historical Klöckner’s Personnel expenses to Cost of goods sold, Selling, general and administrative expense, and Restructuring and other (income) expense, net. |
| b) | Represents the reclassification of historical Klöckner’s Depreciation and amortization to Impairment of assets, Cost of goods sold, and Selling, general and administrative expense. |
| c) | Represents the reclassification of historical Klöckner’s Cost of materials, Own work capitalized, and Changes in inventory to Cost of goods sold and Restructuring and other (income) expense, net. |
| d) | Represents the reclassification of historical Klöckner’s Other operating expenses to Cost of goods sold, Selling, general and administrative expense, Miscellaneous income (expense), net, and Restructuring and other (income) expense, net. |
| e) | Represents the reclassification of historical Klöckner’s Finance income and Other operating income to Miscellaneous income (expense), net and Restructuring and other (income) expense, net. |
| f) | Represents the reclassification of historical Klöckner’s scrap sales presented previously within Sales to Cost of goods sold. |
| (iii) | The historical consolidated financial statements of Klöckner have been converted from IFRS to U.S. GAAP. |
Based on a preliminary review performed by Worthington Steel of Klöckner’s historical consolidated financial statements, the following adjustments have been made to reflect Klöckner’s historical consolidated statement of financial position and consolidated statement of income on a U.S. GAAP basis for the purposes of the unaudited pro forma condensed combined financial information.
| a) | Leases: Under IFRS, lessees have only one lease classification, which is similar to the finance lease classification under U.S. GAAP. Based on a preliminary review of the nature of Klöckner’s lease arrangements, substantially all of Klöckner’s leases are expected to be classified as operating leases under U.S. GAAP. As a result, adjustments have been made to replace the historical amortization of right-of-use assets and interest expense recognized by Klöckner under IFRS with straight-line lease expense. The following adjustments have been made for Klöckner’s operating leases under U.S. GAAP: |
| • | Unaudited Condensed Consolidated Balance Sheet Impact: Reflects the reclassification of Finance lease right-of-use assets to Operating lease right-of-use assets. Further, reflects the reclassification of Noncurrent finance lease liabilities to Noncurrent operating lease liabilities and Current finance lease liabilities to Current operating lease liabilities. |
| As of March 31, 2026 |
||||
| ($ millions) | ||||
| Decrease in Finance lease right-of-use assets |
235.2 | |||
| Increase in Operating lease right-of-use assets |
235.2 | |||
| Increase in Noncurrent operating lease liabilities |
197.0 | |||
| Decrease in Noncurrent finance lease liabilities |
197.0 | |||
| Increase in Current operating lease liabilities |
49.7 | |||
| Decrease in Current finance lease liabilities |
49.7 | |||
| • | Unaudited Condensed Consolidated Statement of Income Impact: Reflects the reclassification of interest expense based on IFRS presentation to U.S. GAAP presentation which involves an increase in Cost of goods sold and Selling, general and administrative expense and decrease in Interest expense, net. |
| For the Period from July 1, 2025 to March 31, 2026 |
For the Period from July 1, 2024 to June 30, 2025 |
|||||||
| ($ millions) | ||||||||
| Increase in Cost of goods sold |
5.2 | 4.0 | ||||||
| Increase in Selling, general and administrative expense |
1.7 | 1.3 | ||||||
| Decrease in Interest expense, net |
6.9 | 5.3 | ||||||
| (b) | Reversals of impairments of intangible assets and property, plant and equipment: Under IFRS, if certain criteria are met, the reversal of impairments, other than those of goodwill, is permitted whereas under U.S. GAAP, the reversal of impairments are prohibited. The following adjustment has been made for historical Klöckner’s reversal of impairment reversals previously recognized for intangible assets and property, plant and equipment under U.S. GAAP: |
| • | Unaudited Condensed Consolidated Statement of Income Impact: Reflects the reversal of impairment reversals previously recognized for intangible assets and property, plant and equipment. |
| For the Period from July 1, 2025 to March 31, 2026 |
For the Period from July 1, 2024 to June 30, 2025 |
|||||||
| ($ millions) | ||||||||
| Decrease in Reversals of impairments of intangible assets and property, plant and equipment |
0.1 | 0.1 | ||||||
| (iv) | Reflects the elimination of the historical results of the Becker Group, a subsidiary of Klöckner, which is in the process of being sold. Klöckner announced the planned divestment of the Becker Group on January 15, 2026, and Klöckner has received non-binding acquisition offers from several interested parties subsequent to March 31, 2026. As of March 31, 2026, the criteria for classification as held for sale under IFRS 5 had not yet been met. Although the Becker Group is insignificant to both Klöckner and Worthington Steel, its results have been eliminated from the pro forma financial information because management does not expect it to be part of the combined company. For further information related to this planned sale, refer to the Klöckner financial statements as of and for the three months ended March 31, 2026. |
| 3. | Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of February 28, 2026 |
The adjustments included in the unaudited pro forma condensed combined balance sheet as of February 28, 2026 are as follows:
| (A) | Reflects purchase price consideration as well as the purchase price allocation adjustments to record Klöckner’s assets and liabilities at estimated fair value based on the consideration conveyed. |
The preliminary purchase price was allocated among the identified assets to be acquired, based on a preliminary analysis. The deferred income taxes represent the deferred tax impact associated with the incremental differences in book and tax basis created from the preliminary purchase price allocation. Deferred taxes associated with estimated fair value adjustments were calculated using the statutory corporate income tax rate of 21%. The estimates of fair value are based upon preliminary valuation assumptions, and are believed to be reasonable, but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates, and the difference may be material.
As part of the allocation of purchase price, the Company has excluded balances related to the Becker Group, a subsidiary of Klöckner, which is in the process of being sold, as described in Note 2 above. For further information related to this planned sale, refer to Klöckner financial statements as of and for the three months ended March 31, 2026.
The following presents preliminary estimates of (i) the assets acquired and the liabilities assumed by Worthington Steel in the Klöckner Acquisition, and (ii) purchase consideration.
| Net Assets Identified |
Preliminary Estimate of Fair Value ($ in millions) |
|||
| Cash and cash equivalents |
61.5 | |||
| Receivables, less allowances |
861.2 | |||
| Total inventories |
1,176.1 | |||
| Income taxes receivable |
46.1 | |||
| Assets held for sale |
17.2 | |||
| Prepaid expenses and other current assets |
148.5 | |||
| Operating lease right-of-use assets |
244.5 | |||
| Finance lease right-of-use assets, net of accumulated amortization |
18.0 | |||
| Deferred income taxes |
67.0 | |||
| Other assets |
359.7 | |||
| Total property, plant and equipment, net1 |
544.1 | |||
| Accounts payable |
(639.3 | ) | ||
| Short-term borrowings |
(151.6 | ) | ||
| Accrued compensation, contributions to employee benefit plans and related taxes |
(42.9 | ) | ||
| Other accrued items |
(106.7 | ) | ||
| Current operating lease liabilities |
(48.3 | ) | ||
| Current finance lease liabilities |
(2.1 | ) | ||
| Income taxes payable |
(30.3 | ) | ||
| Other liabilities |
(29.8 | ) | ||
| Long-term debt |
(891.6 | ) | ||
| Noncurrent operating lease liabilities |
(196.2 | ) | ||
| Noncurrent finance lease liabilities |
(15.9 | ) | ||
| Deferred income taxes |
(113.6 | ) | ||
| Non-controlling interests acquired |
(7.9 | ) | ||
|
|
|
|||
| Subtotal |
1,267.7 | |||
| Less: Non-controlling interests in Klöckner |
(483.4 | ) | ||
|
|
|
|||
| Total Value of Net Assets Identified |
784.3 | |||
| Value Conveyed |
||||
| Cash consideration at closing |
683.0 | |||
| Previously purchased equity interests in Klöckner2 |
101.3 | |||
|
|
|
|||
| Total Purchase Consideration |
784.3 | |||
| 1. | The property, plant and equipment fair value was primarily related to buildings and improvements, which accounted for 28% of the balance; land, which accounted for 24% of the balance; and machinery and equipment, which accounted for 39% of the balance. These asset groups in property, plant and equipment are included within Worthington Steel’s subcategories of Buildings and improvements, Land, and Machinery and equipment, respectively. The estimated weighted average remaining useful life of Building and improvements and Machinery and equipment was 19.4 years and 6.7 years, respectively. The legacy intangibles held by Klöckner on March 31, 2026 were eliminated as a result of the preliminary valuation performed. All preliminary conclusions are subject to change as further valuation procedures are performed. |
| 2. | The Company acquired certain equity interests in Klöckner on the open market during January, February, and June 2026. There was not a material difference between the carrying value of the equity interests and the fair value as of closing; as such, no such adjustment has been reflected herein. |
| (B) | Reflects the impact of nonrecurring expenses related to estimated transaction costs, primarily comprised of investment banking fees, legal fees, accounting and audit fees, and other related advisory costs. The related adjustment to the statement of earnings is reflected at adjustment (BB). |
| (C) | Reflects the impact of cash bonuses paid upon closing of the Klöckner Acquisition in the amount of $21.2 million. Of this amount, $7.0 million was already incurred and accrued for as of the balance sheet date. The related income statement adjustment is reflected at adjustment (CC). |
| (D) | Reflects the issuance of the Term Loan Credit Facility and the Note Offering in an aggregate principal amount of $700.0 million and $700.0 million, respectively, as adjusted for debt issuance costs of $58.4 million. The related income statement adjustment is reflected at adjustment (FF). |
| (E) | Reflects the repayment of outstanding borrowings under Worthington Steel’s asset-based senior secured revolving credit facility scheduled to mature on November 30, 2028 in an aggregate principal amount of $192.7 million. The related income statement adjustment is reflected at adjustment (GG). |
| (F) | Reflects the repayment of outstanding borrowings under Klöckner’s asset-backed securities program (“ABS Program”) and the Klöckner’s revolving credit facility agreement (the “Klöckner RCF Agreement”), both scheduled to mature in 2028, in an aggregate principal amount of $87.8 million. The related income statement adjustment is reflected at adjustment (HH). |
| 4. | Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Earnings for the Nine Months Ended February 28, 2026, and for the Year Ended May 31, 2025 |
| (AA) | Reflects a decrease in Cost of goods sold and Selling, general and administrative expense. The decrease is primarily attributable to the elimination of intangibles and an incremental decrease in depreciation and amortization due to the fair value adjustment of Property, plant, and equipment. |
| (BB) | Reflects the recognition of nonrecurring expense related to estimated transaction costs in the amount of $19.0 million, which are primarily comprised of investment banking fees, legal fees, accounting and audit fees, and other related advisory costs. The related balance sheet adjustment is reflected at adjustment (B). |
| (CC) | Reflects the recognition of non-recurring compensation expense related to the cash bonuses paid upon closing of the Klöckner Acquisition amounting to $14.2 million. |
| (DD) | Reflects the recognition of non-recurring stock-based compensation expense related to the vesting of virtual stock options of Klöckner. |
| (EE) | Reflects the tax impact of all pro forma adjustments, calculated using a statutory corporate income tax rate of 21%. |
| (FF) | Reflects estimated aggregate interest expense related to the Term Loan Credit Facility and the Note Offering, as presented at adjustment (D), calculated using an estimated interest rate of Term SOFR plus a margin of approximately 4.0% and a fixed interest rate of approximately 7.8%, respectively. An increase or decrease of one-eighth of a percent in the interest rate would result in a change in interest expense related to Term Loan B of $0.7 million for nine months ended February 28, 2026, and $0.9 million for the year ended May 31, 2025. The interest rates used are estimated and may vary from the estimate once they are finalized. |
| (GG) | Reflects the elimination of interest expense related to Worthington Steel’s asset-based senior secured revolving credit facility scheduled to mature on November 30, 2028. |
| (HH) | Reflects the reduction of interest expense related to Klöckner’s ABS Program and the Klöckner RCF Agreement, both scheduled to mature in 2028, as presented at adjustment (F). |
| (II) | Reflects the adjustment to net income (loss) attributable to non-controlling interests based on the pro forma economic non-controlling interests. The non-controlling interest was calculated as 38%, or the percentage calculated basis of shares of Klöckner held by shareholders other than Worthington Steel as of closing of the Klöckner Acquisition; this percentage was then applied to Klöckner’s historical results and to the pro forma adjustments related to Klöckner. The following table shows the economic interest of Klöckner immediately following the Klöckner Acquisition: |
| Units | % | |||||||
| Klöckner shares held by Worthington Steel |
61,710,791 | 62 | % | |||||
| Other Klöckner shareholders |
38,039,209 | 38 | % | |||||
|
|
|
|
|
|||||
| Total |
99,750,000 | 100 | % | |||||
| 5. | Unaudited Pro Forma Earnings (Loss) per Share |
Unaudited pro forma earnings (loss) per share calculations are based on the consolidated pro forma weighted average shares outstanding of Worthington Steel. The pro forma earnings (loss) per share calculations have been performed for the nine months ended February 28, 2026, and the year ended May 31, 2025, assuming the acquisition occurred on June 1, 2024.
| (in millions of USD, except per share amounts) |
For the Nine Months Ended February 28, 2026 |
For the Year Ended May 31, 2025 |
||||||
| Numerator (basic & diluted): |
||||||||
| Pro forma net earnings (loss) attributable to controlling interest – income available to common shareholders |
$ | 28.3 | $ | (12.4 | ) | |||
| Denominator: |
||||||||
| Basic earnings weighted average common shares |
49.8 | 49.5 | ||||||
| Effect of dilutive securities |
0.9 | — | ||||||
|
|
|
|
|
|||||
| Diluted earnings adjusted weighted average common shares |
50.7 | 49.5 | ||||||
|
|
|
|
|
|||||
| Pro forma basic earnings (loss) per common share attributable to controlling interest |
$ | 0.57 | $ | (0.25 | ) | |||
| Pro forma diluted earnings (loss) per common share attributable to controlling interest |
$ | 0.56 | $ | (0.25 | ) | |||
| Anti-dilutive non-qualified stock options and restricted common share awards |
0.1 | 1.2 | ||||||
Certain non-qualified stock options and restricted common share awards were excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.