Worthington Industries, Inc. (NYSE: WOR), a leading industrial
manufacturing company, today announced the public filing of a Form
10 registration statement with the U.S. Securities and Exchange
Commission in connection with its planned separation of the
Company’s Steel Processing business, Worthington Steel.
Andy Rose, president and CEO, Worthington Industries, and future
chief executive officer of Worthington Enterprises, said, “The
public filing of the Form 10 represents an important milestone in
creating two distinct, market-leading companies focused on driving
shareholder value. We are excited to complete the planned
separation and execute Worthington Enterprises’ growth strategy
poised to capitalize on key trends in sustainability, technology,
construction and outdoor living, while staying true to our
Philosophy as the foundation for success.”
Geoff Gilmore, chief operating officer and executive vice
president, Worthington Industries, and the future chief executive
officer of Worthington Steel, said, “Our track record has made us a
preferred supplier in expanding markets, and we are excited to
build on that foundation and deliver the best-in-class, value-added
services our customers have come to expect. As a standalone
company, we are well-positioned to build on our reputation and
capitalize on new opportunities.”
Following the planned separation, Worthington Enterprises will
be a market-leading designer and manufacturer with premier brands
in attractive end markets in Consumer Products, Building Products
and Sustainable Energy Solutions. As a more focused company,
Worthington Enterprises will be well-positioned to capitalize on
key trends in sustainability, technology, remodeling and
construction and outdoor living. Worthington Enterprises will
continue to pursue a growth strategy focused on leveraging its
robust new product pipeline of sustainable, tech-enabled solutions
to disrupt mature markets.
Worthington Steel will be a market-leading steel processor and
producer of electrical steel laminations and automotive
lightweighting solutions. Worthington Steel expects to maintain a
strong balance sheet and continue its balanced approach to capital
allocation. In addition to attractive growth opportunities through
strategic capital investments, Worthington Steel will be
well-positioned to capitalize on growth opportunities from the
anticipated global shift toward electrified vehicles.
The Form 10 Registration Statement filed publicly today with the
SEC includes important information about Worthington Steel as a
standalone company. Completion of the planned separation is subject
to, among other things, general market conditions, finalization of
the capital structure of the two companies, completion of steps
necessary to qualify the separation as a tax-free transaction,
receipt of regulatory approvals and final approval by the Company’s
Board of Directors. The Company may, at any time and for any reason
until the proposed transaction is complete, abandon the planned
separation or modify or change its terms, including the individual
businesses and components of each of the two companies. There can
be no assurance regarding the ultimate timing of the separation or
that the separation will ultimately occur. A copy of the Form 10 is
available on the SEC website at www.sec.gov.
Worthington Industries will host an Investor and Analyst Day on
October 11, 2023, in New York City where future senior leaders
representing Worthington Enterprises and Worthington Steel will
provide an in-depth review of their strategies to drive long-term
growth and shareholder value. Investors and analysts interested in
participating virtually may register at this link. Those interested
in attending in-person please
email Investors@WorthingtonIndustries.com.
As previously announced, the planned separation is now expected
to occur as early as December 2023, ahead of the originally
projected timing of early 2024. More information on Worthington
2024 is available on the Company’s website at
Worthingtonindustries.com/W24.
About Worthington IndustriesWorthington
Industries (NYSE: WOR) is a leading industrial manufacturing
company pursuing its vision to be the transformative partner to its
customers, a positive force for its communities and earn
exceptional returns for its shareholders. For over six decades, the
Company has been delivering innovative solutions to customers
spanning industries such as automotive, energy, retail and
construction. Worthington is North America’s premier
value-added steel processor and producer of laser welded solutions
and electrical steel laminations that provide lightweighting,
safety critical and emission reducing components to the mobility
market. Through on-board fueling systems and gas containment
solutions, Worthington serves the growing global hydrogen
ecosystem. The Company’s focus on innovation and manufacturing
expertise extends to market-leading consumer products in tools,
outdoor living and celebrations categories, sold under brand names,
Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®,
Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and
Hawkeye™; as well as market leading building products, including
water systems, heating & cooling solutions, architectural and
acoustical grid ceilings and metal framing and accessories.
Headquartered in Columbus, Ohio, Worthington operates 52
facilities in 15 states and nine countries, sells into over 90
countries and employs approximately 9,000 people. Founded in 1955,
the Company follows a people-first Philosophy with earning money
for its shareholders as its first corporate goal. Relentlessly
finding new ways to drive progress and transform, Worthington is
committed to providing better solutions for customers and bettering
the communities where it operates by reducing waste, supporting
community-based non-profits and developing the next generations of
makers.
Safe Harbor StatementSelected statements
contained in this release constitute “forward-looking statements,”
as that term is used in the Private Securities Litigation Reform
Act of 1995 (the “Act”). Worthington Industries, Inc. (the
“Company”) wishes to take advantage of the Safe Harbor provisions
included in the Act. Forward-looking statements reflect the
Company’s current expectations, estimates or projections concerning
future results or events. These statements are often identified by
the use of forward-looking words or phrases such as “believe,”
“expect,” “anticipate,” “may,” “could,” “should,” “would,”
“intend,” “plan,” “will,” “likely,” “estimate,” “project,”
“position,” “strategy,” “target,” “aim,” “seek,” “foresee,” or
other similar words or phrases. These forward-looking statements
include, without limitation, statements relating to: future or
expected cash positions, liquidity and ability to access financial
markets and capital; outlook, strategy or business plans; the
intended separation (the “Separation”) of the Company’s Steel
Processing business (“Worthington Steel”) from the Company’s other
businesses (“New Worthington”); the timing and method of the
Separation; the anticipated benefits of the Separation; the
expected financial and operational performance of, and future
opportunities for, each of the two independent, publicly-traded
companies following the Separation; the tax treatment of the
Separation transaction; the leadership of each of the two
independent, publicly-traded companies following the Separation;
the risks, uncertainties and impacts, for both the Company’s
business and the planned Separation, related to the United Auto
Workers strikes against Ford, General Motors and Stellantis North
America (the “Detroit Three automakers”), and the associated impact
on companies that supply the Detroit Three automakers, the duration
and scope of which are impossible to predict; the ever-changing
effects of the novel coronavirus (“COVID-19”) pandemic and the
various responses of governmental and nongovernmental authorities
thereto (such as fiscal stimulus packages, quarantines, shut downs
and other restrictions on travel and commercial, social or other
activities) on economies (local, national and international) and
markets, and on our customers, counterparties, employees and
third-party service providers; future or expected growth, growth
potential, forward momentum, performance, competitive position,
sales, volumes, cash flows, earnings, margins, balance sheet
strengths, debt, financial condition or other financial measures;
pricing trends for raw materials and finished goods and the impact
of pricing changes; the ability to improve or maintain margins;
expected demand or demand trends for the Company or its markets;
additions to product lines and opportunities to participate in new
markets; expected benefits from transformation and innovation
efforts; the ability to improve performance and competitive
position at the Company’s operations; anticipated working capital
needs, capital expenditures and asset sales; anticipated
improvements and efficiencies in costs, operations, sales,
inventory management, sourcing and the supply chain and the results
thereof; projected profitability potential; the ability to make
acquisitions and the projected timing, results, benefits, costs,
charges and expenditures related to acquisitions, joint ventures,
headcount reductions and facility dispositions, shutdowns and
consolidations; projected capacity and the alignment of operations
with demand; the ability to operate profitably and generate cash in
down markets; the ability to capture and maintain market share and
to develop or take advantage of future opportunities, customer
initiatives, new businesses, new products and new markets;
expectations for Company and customer inventories, jobs and orders;
expectations for the economy and markets or improvements therein;
expectations for generating improving and sustainable earnings,
earnings potential, margins or shareholder value; effects of
judicial rulings; and other non-historical matters.
Because they are based on beliefs, estimates and assumptions,
forward-looking statements are inherently subject to risks and
uncertainties that could cause actual results to differ materially
from those projected. Any number of factors could affect actual
results, including, without limitation, those that follow:
obtaining final approval of the Separation by the Worthington
Industries, Inc. Board of Directors; the uncertainty of obtaining
regulatory approvals in connection with the Separation, including
rulings from the Internal Revenue Service; the ability to satisfy
the necessary closing conditions to complete the Separation on a
timely basis, or at all; the Company’s ability to successfully
separate the two independent companies and realize the anticipated
benefits of the Separation; the effect of conditions in national
and worldwide financial markets, including inflation, increases in
interest rates and economic recession, and with respect to the
ability of financial institutions to provide capital; the risks,
uncertainties and impacts related to the COVID-19 pandemic – the
duration, extent and severity of which are impossible to predict,
including the possibility of future resurgence in the spread of
COVID-19 or variants thereof – and the availability, effectiveness
and acceptance of vaccines, and other actual or potential public
health emergencies and actions taken by governmental authorities or
others in connection therewith; the effect of national, regional
and global economic conditions generally and within major product
markets, including significant economic disruptions from COVID-19,
the actions taken in connection therewith and the implementation of
related fiscal stimulus packages; the impact of tariffs, the
adoption of trade restrictions affecting the Company’s products or
suppliers, a United States (“U.S.”) withdrawal from or significant
renegotiation of trade agreements, the occurrence of trade wars,
the closing of border crossings, and other changes in trade
regulations or relationships; changing commodity prices and/or
supply; product demand and pricing; changes in product mix, product
substitution and market acceptance of the Company’s products;
volatility or fluctuations in the pricing, quality or availability
of raw materials (particularly steel), supplies, transportation,
utilities, labor and other items required by operations (especially
in light of the COVID-19 pandemic and Russia’s invasion of
Ukraine); effects of sourcing and supply chain constraints; the
outcome of adverse claims experience with respect to workers’
compensation, product recalls or product liability, casualty events
or other matters; effects of facility closures and the
consolidation of operations; the effect of financial difficulties,
consolidation and other changes within the steel, automotive,
construction and other industries in which the Company
participates; failure to maintain appropriate levels of
inventories; financial difficulties (including bankruptcy filings)
of original equipment manufacturers, end-users and customers,
suppliers, joint venture partners and others with whom the Company
does business; the ability to realize targeted expense reductions
from headcount reductions, facility closures and other cost
reduction efforts; the ability to realize cost savings and
operational, sales and sourcing improvements and efficiencies, and
other expected benefits from transformation initiatives, on a
timely basis; the overall success of, and the ability to integrate,
newly-acquired businesses and joint ventures, maintain and develop
their customers, and achieve synergies and other expected benefits
and cost savings therefrom; capacity levels and efficiencies,
within facilities, within major product markets and within the
industries in which the Company participates as a whole; the effect
of disruption in the business of suppliers, customers, facilities
and shipping operations due to adverse weather, casualty events,
equipment breakdowns, labor shortages, interruption in utility
services, civil unrest, international conflicts (especially in
light of Russia’s invasion of Ukraine), terrorist activities or
other causes; changes in customer demand, inventories, spending
patterns, product choices, and supplier choices; risks associated
with doing business internationally, including economic, political
and social instability (especially in light of Russia’s invasion of
Ukraine), foreign currency exchange rate exposure and the
acceptance of the Company’s products in global markets; the ability
to improve and maintain processes and business practices to keep
pace with the economic, competitive and technological environment;
the effect of inflation, interest rate increases and economic
recession, as well as potential adverse impacts as a result of the
Inflation Reduction Act of 2022, which may negatively impact the
Company’s operations and financial results; deviation of actual
results from estimates and/or assumptions used by the Company in
the application of its significant accounting policies; the level
of imports and import prices in the Company’s markets; the impact
of environmental laws and regulations or the actions of the U.S.
Environmental Protection Agency or similar regulators which
increase costs or limit the Company’s ability to use or sell
certain products; the impact of increasing environmental,
greenhouse gas emission and sustainability regulations and
considerations; the impact of judicial rulings and governmental
regulations, both in the U.S. and abroad, including those adopted
by the U.S. Securities and Exchange Commission and other
governmental agencies as contemplated by the Coronavirus Aid,
Relief and Economic Security (CARES) Act, the Consolidated
Appropriations Act, 2021, the American Rescue Plan Act of 2021, and
the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010; the effect of healthcare laws in the U.S. and potential
changes for such laws, which may increase the Company’s healthcare
and other costs and negatively impact the Company’s operations and
financial results; the effects of tax laws in the U.S. and
potential changes for such laws, which may increase the Company’s
costs and negatively impact its operations and financial results;
cyber security risks; the effects of privacy and information
security laws and standards; and other risks described from time to
time in the filings of Worthington Industries, Inc. with the U.S.
Securities and Exchange Commission, including those described in
“Part I – Item 1A. – Risk Factors” of the Annual Report on Form
10-K of Worthington Industries, Inc. for the fiscal year ended May
31, 2023.
The Company notes these factors for investors as contemplated by
the Act. It is impossible to predict or identify all potential risk
factors. Consequently, you should not consider the foregoing list
to be a complete set of all potential risks and uncertainties. Any
forward-looking statements in this release are based on current
information as of the date of this release, and the Company assumes
no obligation to correct or update any such statements in the
future, except as required by applicable law.
Contacts:SONYA L. HIGGINBOTHAMVP,
CORPORATE COMMUNICATIONS AND BRAND
MANAGEMENT614.438.7391 | sonya.higginbotham@worthingtonindustries.com
MARCUS A. ROGIERTREASURER AND
INVESTOR RELATIONS OFFICER614.840.4663 |
marcus.rogier@worthingtonindustries.com
200 Old Wilson Bridge Rd. | Columbus, Ohio 43085WorthingtonIndustries.com
Worthington Enterprises (NYSE:WOR)
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