ワージントンスチールの四半期報告

(In millions)

Maturity Date

Commodity contracts

June 2024 – September 2025

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended February 28, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________
	Commission File Number: 001-41830

WORTHINGTON STEEL, INC.

(Exact name of registrant as specified in its charter)


Ohio		92-2632000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 W. Old Wilson Bridge Road, Columbus, Ohio		43085
(Address of principal executive offices)		(Zip Code)

     (614) 840-3462

    

     (Registrant’s telephone number, including area code)

    

     Not Applicable

    

     (Former name, former address and former fiscal year, if changed since last report)

    

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, Without Par Value	WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

On April 7, 2025, the number of common shares, without par value, of the registrant issued and outstanding was 50,740,546.

Table of Contents

TABLE OF CONTENTS


			Page

Cautionary Note Regarding Forward-Looking Statements			ii

Part I. Financial Information

	Item 1.	Financial Statements

		Consolidated Balance Sheets – February 28, 2025 and May 31, 2024	1

		Consolidated and Combined Statements of Earnings – Three Months and Nine Months Ended February 28, 2025, and February 29, 2024	3

		Consolidated and Combined Statements of Comprehensive Income – Three Months and Nine Months Ended February 28, 2025, and February 29, 2024	4

		Consolidated and Combined Statements of Cash Flows – Nine Months Ended February 28, 2025, and February 29, 2024	5

		Consolidated and Combined Statements of Equity – Nine Months Ended February 28, 2025, and February 29, 2024	6

		Condensed Notes to Consolidated and Combined Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

	Item 4.	Controls and Procedures	42

Part II. Other Information

	Item 1.	Legal Proceedings	43

	Item 1A.	Risk Factors	43

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

	Item 3.	Defaults Upon Senior Securities	43

	Item 4.	Mine Safety Disclosures	43

	Item 5.	Other Information	44

	Item 6.	Exhibits	44

Signatures			45

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

Selected statements made by Worthington Steel, Inc. (“Worthington Steel” and, together with its consolidated subsidiaries, the “Company,” “we,” “us,” or “our”) contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”), including, without limitation, in “PART I – Item 1. – Note 6 – Contingent Liabilities and Commitments” and in “PART I – Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). 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;

•

anticipated benefits of Worthington Enterprises, Inc.’s separation of its steel processing business into Worthington Steel as a stand-alone, publicly traded company on December 1, 2023 (the “Separation”);

•

expected financial and operational performance, and future opportunities subsequent to the Separation;

•

the tax treatment of the Separation;

•

future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures;

•

pricing trends for raw materials and finished goods and the impact of pricing changes;

•

the ability to improve or maintain margins;

•

expected demand or demand trends;

•

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;

•

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, form joint ventures and consolidate operations, 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 inventories, jobs and orders;

•

expectations for the economy and markets or improvements therein;

•

expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value;

•

effects of judicial rulings, laws and regulations;

•

effects of cybersecurity breaches and other disruptions to information technology infrastructure;

•

effects of public health emergencies and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and the Company’s customers, counterparties, and employees and third-party service providers; and

•

other non-historical matters.

Table of Contents

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:

•

the uncertainty of obtaining regulatory approvals in connection with the Separation, including rulings from the Internal Revenue Service;

•

the ability to successfully realize the anticipated benefits of the Separation;

•

the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates, and economic recession, and with respect to the ability of financial institutions to provide capital;

•

the risks, uncertainties and impacts related to public health emergencies – the duration, extent and severity of which are impossible to predict, and actions taken by governmental authorities or others in connection therewith;

•

changing commodity prices and/or supply;

•

product demand and pricing;

•

changes in product mix, product substitution and market acceptance of the Company’s products;

•

volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations;

•

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 critical equipment failures, facility closures and the consolidation of operations;

•

the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, and other industries in which the Company participates;

•

failure to maintain appropriate levels of inventories;

•

financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business;

•

the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

•

the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis;

•

the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

•

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, 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, foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets;

•

the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from public health emergencies, the actions taken in connection therewith and the implementation of related fiscal stimulus packages;

•

the impact of tariffs, the adoption of trade restrictions affecting the Company’s products, suppliers or customers, a 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;

•

the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment;

iii

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•

the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results;

•

deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies;

•

impairment of the recorded value of inventory, equity investments, fixed assets, goodwill and other assets;

•

competitive pressure on sales and pricing, including pressure from imports and substitute materials;

•

the level of imports and import prices in the Company’s markets and the foreign currency exchange rate exposure;

•

the impact of environmental laws and regulations or the actions of the 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;

•

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 (the “SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue 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 effect of tax laws in the U.S. and potential changes for such laws, which may increase the Company’s costs and negatively impact its operations and financial results;

•

cyber security risks;

•

the effects of privacy and information security laws and standards;

•

the cyclical nature of the steel industry;

•

the Company’s safety performance; and

•

other risks described from time to time in the Worthington Steel’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the annual report on Form 10-K of Worthington Steel for the fiscal year ended May 31, 2024 (the “2024 Form 10-K”).

The Company notes these risk factors for investors as contemplated by the PSLRA. Forward-looking statements should be construed in the light of such risks. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements in this Form 10-Q are based on current information as of the date of this Form 10-Q, and the Company assumes no obligation to correct or update any forward-looking statements, whether as a results of new information, future developments or otherwise, except as required by applicable law.

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PART I. FINANCIAL INFORMATION

Item 1. – Financial Statements

WORTHINGTON STEEL, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)


	(Unaudited)
	February 28,		May 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	63.3	$	40.2
Receivables, less allowances of $3.9 and $3.2, respectively		413.8		472.6
Inventories:
Raw materials		132.7		150.2
Work in process		140.6		176.8
Finished products		69.0		78.3
Total inventories		342.3		405.3
Income taxes receivable		6.9		4.2
Assets held for sale		1.1		2.9
Prepaid expenses and other current assets		85.2		76.6
Total current assets		912.6		1,001.8
Investment in unconsolidated affiliate		122.6		135.0
Operating lease assets		73.6		72.9
Goodwill		79.3		79.6
Other intangible assets, net of accumulated amortization of $48.8 and $45.3, respectively		69.3		77.0
Deferred income taxes		10.3		8.5
Other assets		15.3		16.8
Property, plant and equipment:
Land		38.2		37.9
Buildings and improvements		188.6		177.1
Machinery and equipment		927.1		893.8
Construction in progress		113.1		83.6
Total property, plant and equipment		1,267.0		1,192.4
Less: accumulated depreciation		750.3		717.6
Total property, plant and equipment, net		516.7		474.8
Total assets	$	1,799.7	$	1,866.4

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)


	(Unaudited)
	February 28,			May 31,
	2025			2024
Liabilities and equity
Current liabilities:
Accounts payable	$	334.9		$	380.4
Short-term borrowings		110.0			148.0
Accrued compensation, contributions to employee benefit plans and related taxes		40.7			52.8
Dividends payable		9.1			8.7
Other accrued items		17.8			15.7
Current operating lease liabilities		7.4			7.6
Income taxes payable		1.1			5.2
Total current liabilities		521.0			618.4
Other liabilities		35.8			34.3
Long-term debt		2.2			-
Noncurrent operating lease liabilities		69.6			68.3
Deferred income taxes, net		28.0			27.9
Total liabilities		656.6			748.9
Preferred shares, without par value; authorized – 1,000,000 shares; issued or outstanding – 0 shares		-			-
Common shares, without par value; authorized – 150,000,000 shares; issued and outstanding – 49,535,449 shares and 49,331,514 shares, respectively		-			-
Additional Paid-in Capital		911.2			905.3
Retained Earnings		116.5			86.1
Accumulated other comprehensive income (loss), net of taxes of $(0.9) and $(1.7), respectively		(15.4	)		(6.1	)
Total Shareholders’ equity – controlling interest		1,012.3			985.3
Noncontrolling interests		130.8			132.2
Total equity		1,143.1			1,117.5
Total liabilities and equity	$	1,799.7		$	1,866.4

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF EARNINGS

(In millions, except per common share amounts)

(Unaudited)


	Three Months Ended						Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
	2025			2024			2025			2024
Net sales	$	687.4		$	805.8		$	2,260.4		$	2,519.6
Cost of goods sold		606.2			685.7			1,998.8			2,210.8
Gross margin		81.2			120.1			261.6			308.8
Selling, general and administrative expense		54.6			52.8			172.7			160.7
Impairment of assets		7.4			-			7.4			1.4
Restructuring and other expense, net		0.9			-			0.9			-
Separation costs		-			1.0			-			19.5
Operating income		18.3			66.3			80.6			127.2
Other income (expense):
Miscellaneous income (expense), net		0.2			0.1			(1.9	)		1.6
Interest expense, net		(1.4	)		(2.9	)		(6.1	)		(3.6	)
Equity in net income of unconsolidated affiliate		-			2.9			0.4			15.7
Earnings before income taxes		17.1			66.4			73.0			140.9
Income tax expense		5.0			14.0			12.6			28.5
Net earnings		12.1			52.4			60.4			112.4
Net earnings (loss) attributable to noncontrolling interests		(1.7	)		3.4			5.4			10.9
Net earnings attributable to controlling interest	$	13.8		$	49.0		$	55.0		$	101.5

Basic
Weighted average common shares outstanding(1)		49.5			49.3			49.5			49.3
Earnings per common share attributable to controlling interest	$	0.28		$	0.99		$	1.11		$	2.06

Diluted
Weighted average common shares outstanding(2)		50.5			50.3			50.5			49.6
Earnings per common share attributable to controlling interest	$	0.27		$	0.98		$	1.09		$	2.05

Common shares outstanding at end of period		49.5			49.3			49.5			49.3

Cash dividends declared per common share	$	0.16		$	0.16		$	0.48		$	0.16

(1)

Prior to the third quarter of fiscal 2024, reported Weighted average common shares outstanding (Basic) reflects the basic common shares at the Separation. This share amount is being utilized for the calculation of basic earnings per common share for periods presented prior to the Separation.

(2)

Prior to the third quarter of fiscal 2024, reported Weighted average common shares outstanding (Diluted) reflects the basic common shares at the Separation. This share amount is being utilized for the calculation of diluted earnings per common share for periods presented prior to the Separation.

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three Months Ended						Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
	2025			2024			2025			2024
Net earnings	$	12.1		$	52.4		$	60.4		$	112.4
Other comprehensive income (loss), net of tax
Foreign currency translation		(3.7	)		(0.4	)		(6.4	)		(0.7	)
Pension liability adjustment		-			-			(1.0	)		-
Cash flow hedges		(1.9	)		(6.7	)		(1.9	)		(3.5	)
Other comprehensive loss		(5.6	)		(7.1	)		(9.3	)		(4.2	)
Comprehensive income		6.5			45.3			51.1			108.2
Comprehensive income (loss) attributable to noncontrolling interests		(1.7	)		3.4			5.4			10.9
Comprehensive income attributable to controlling interest	$	8.2		$	41.9		$	45.7		$	97.3

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended
	February 28,			February 29,
	2025			2024
Operating activities:
Net earnings	$	60.4		$	112.4
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		49.1			49.2
Impairment of assets		7.4			1.4
Benefit from deferred income taxes		(2.3	)		(1.1	)
Bad debt expense (income)		1.9			(0.6	)
Equity in net income of unconsolidated affiliate, net of distributions		12.4			(15.7	)
Net gain on sale of assets		(1.1	)		(0.4	)
Stock-based compensation		8.1			8.3
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		58.0			4.4
Inventories		63.0			13.4
Accounts payable		(58.9	)		(4.4	)
Accrued compensation and employee benefits		(12.1	)		1.7
Other operating items, net		(9.5	)		(4.7	)
Net cash provided by operating activities		176.4			163.9

Investing activities:
Investment in property, plant and equipment		(84.9	)		(58.6	)
Proceeds from sale of assets, net of selling costs		1.1			0.8
Acquisitions, net of cash acquired		-			(21.0	)
Net cash used in investing activities		(83.8	)		(78.8	)

Financing activities:
Distribution to the Former Parent in connection with the Separation		-			(150.0	)
Transfers to the Former Parent, net		-			(47.6	)
Proceeds from (repayment of) short-term borrowings		(20.0	)		127.2
Proceeds from revolving credit facility borrowings - swing loans		337.5			142.6
Repayment of revolving credit facility borrowings - swing loans		(355.5	)		(125.4	)
Proceeds from long-term debt, net of issuance costs		2.2			-
Payments for issuance of common shares, net of tax withholdings		(2.9	)		-
Payments to noncontrolling interests		(6.9	)		(3.8	)
Dividends paid		(23.9	)		-
Net cash used in financing activities		(69.5	)		(57.0	)

Increase in cash and cash equivalents		23.1			28.1
Cash and cash equivalents at beginning of period		40.2			32.7
Cash and cash equivalents at end of period	$	63.3		$	60.8

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

(In millions, except per common share amounts)

(Unaudited)


	Controlling Interest

								Net		Accumulated
								Investment		Other
					Additional			by the		Comprehensive
	Common Shares				Paid-in			Former		Income (Loss),			Retained						Noncontrolling
	Shares		Amount		Capital			Parent		Net of Tax			Earnings			Total			Interests			Total
Balance at May 31, 2024		49,331,514	$	-	$	905.3		$	-	$	(6.1	)	$	86.1		$	985.3		$	132.2		$	1,117.5
Net earnings		-		-		-			-		-			28.4			28.4			3.8			32.2
Other comprehensive income		-		-		-			-		2.2			-			2.2			-			2.2
Common shares issued, net of withholding tax		93,217		-		(1.6	)		-		-			-			(1.6	)		-			(1.6	)
Stock-based compensation		-		-		3.0			-		-			-			3.0			-			3.0
Dividends to noncontrolling interests		-		-		-			-		-			-			-			(1.9	)		(1.9	)
Cash dividends declared ($0.16) per common share		-		-		-			-		-			(8.2	)		(8.2	)		-			(8.2	)
Balance at August 31, 2024		49,424,731	$	-	$	906.7		$	-	$	(3.9	)	$	106.3		$	1,009.1		$	134.1		$	1,143.2
Net earnings		-		-		-			-		-			12.8			12.8			3.3			16.1
Other comprehensive loss		-		-		-			-		(5.9	)		-			(5.9	)		-			(5.9	)
Common shares issued, net of withholding tax		58,251		-		(0.1	)		-		-			-			(0.1	)		-			(0.1	)
Theoretical common shares in non-qualified deferred compensation plans		-		-		0.1			-		-			-			0.1			-			0.1
Stock-based compensation		-		-		2.9			-		-			-			2.9			-			2.9
Dividends to noncontrolling interests		-		-		-			-		-			-			-			(3.1	)		(3.1	)
Cash dividends declared ($0.16) per common share		-		-		-			-		-			(8.1	)		(8.1	)		-			(8.1	)
Balance at November 30, 2024		49,482,982	$	-	$	909.6		$	-	$	(9.8	)	$	111.0		$	1,010.8		$	134.3		$	1,145.1
Net earnings (loss)		-		-		-			-		-			13.8			13.8			(1.7	)		12.1
Other comprehensive loss		-		-		-			-		(5.6	)		-			(5.6	)		-			(5.6	)
Common shares issued, net of withholding tax		52,467		-		(1.2	)		-		-			-			(1.2	)		-			(1.2	)
Stock-based compensation		-		-		2.8			-		-			-			2.8			-			2.8
Dividends to noncontrolling interest		-		-		-			-		-			-			-			(1.8	)		(1.8	)
Cash dividends declared ($0.16) per common share		-		-		-			-		-			(8.3	)		(8.3	)		-			(8.3	)
Balance at February 28, 2025		49,535,449	$	-	$	911.2		$	-	$	(15.4	)	$	116.5		$	1,012.3		$	130.8		$	1,143.1

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	Controlling Interest

								Net			Accumulated
								Investment			Other
					Additional			by the			Comprehensive
	Common Shares				Paid-in			Former			Income (Loss),			Retained						Noncontrolling
	Shares		Amount		Capital			Parent			Net of Tax			Earnings			Total			Interests			Total
Balance at May 31, 2023		-	$	-	$	-		$	1,031.1		$	(2.1	)	$	-		$	1,029.0		$	125.6		$	1,154.6
Net earnings		-		-		-			58.5			-			-			58.5			3.6			62.1
Other comprehensive loss		-		-		-			-			(8.2	)		-			(8.2	)		-			(8.2	)
Transfers from the Former Parent, net		-		-		-			40.8			-			-			40.8			-			40.8
Dividends to noncontrolling interests		-		-		-			-			-			-			-			(1.9	)		(1.9	)
Balance at August 31, 2023		-	$	-	$	-		$	1,130.4		$	(10.3	)	$	-		$	1,120.1		$	127.3		$	1,247.4
Net earnings (loss)		-		-		-			(6.0	)		-			-			(6.0	)		3.9			(2.1	)
Other comprehensive income		-		-		-			-			11.1			-			11.1			-			11.1
Transfers to the Former Parent, net		-		-		-			(84.9	)		-			-			(84.9	)		-			(84.9	)
Dividends to noncontrolling interests		-		-		-			-			-			-			-			-			-
Balance at November 30, 2023		-	$	-	$	-		$	1,039.5		$	0.8		$	-		$	1,040.3		$	131.2		$	1,171.5
Net earnings		-		-		-			-			-			49.0			49.0			3.4			52.4
Other comprehensive loss		-		-		-			-			(7.1	)		-			(7.1	)		-			(7.1	)
Distribution to the Former Parent in connection with the Separation		-		-		(150.0	)		-			-			-			(150.0	)		-			(150.0	)
Transfers from the Former Parent, net		-		-		11.4			-			-			-			11.4			-			11.4
Transfer of Net Investment by the Former Parent to Additional Paid-in Capital		49,286,517		-		1,039.5			(1,039.5	)		-			-			-			-			-
Common shares issued, net of withholding tax		7,977		-		(0.1	)		-			-			-			(0.1	)		-			(0.1	)
Stock-based compensation		-		-		2.2			-			-			-			2.2			-			2.2
Dividends to noncontrolling interests		-		-		-			-			-			-			-			(1.9	)		(1.9	)
Cash dividends declared ($0.16) per common share		-		-		-			-			-			(8.1	)		(8.1	)		-			(8.1	)
Balance at February 29, 2024		49,294,494	$	-	$	903.0		$	-		$	(6.3	)	$	40.9		$	937.6		$	132.7		$	1,070.3

See condensed notes to consolidated and combined financial statements.

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WORTHINGTON STEEL, INC.

CONDENSED NOTES TOCONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of the Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation

The Separation

On December 1, 2023 (the “Distribution Date”) at 12:01 a.m., Eastern Time, Worthington Enterprises, Inc., then known as Worthington Industries, Inc. (the “Former Parent”), completed the spin-off of its existing steel processing business, Worthington Steel, into a stand-alone publicly traded company. This was completed through the Separation, a tax-free pro rata distribution of 100% of the common shares of Worthington Steel to holders of record of Former Parent common shares as of the close of business on November 21, 2023, (the “Record Date”). Each holder of record of Former Parent common shares received one common share of Worthington Steel for every one Former Parent common share held at the close of business on the Record Date (the “Distribution”).

In connection with the Separation, Worthington Steel made a cash distribution to the Former Parent of $150.0 million from the issuances of certain debt (see Note 8 – Debt). Additionally, as part of the Separation, the Former Parent made a contribution of certain assets and liabilities, including $3.8 million of cash and cash equivalents, to Worthington Steel. The Former Parent retained no ownership interest in Worthington Steel following the Separation.

Agreements with the Former Parent and Separation Costs

On November 30, 2023, in connection with the Separation, the Company entered into several agreements with the Former Parent that govern the relationship between the Former Parent and the Company following the Distribution, including a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Steel Supply and Services Agreement, and Transition Services Agreement.

Direct and incremental costs incurred in connection with the Separation, including (a) fees paid to third parties for audit, advisory, and legal services to effect the Separation, (b) non-recurring employee-related costs, such as retention bonuses, and (c) non-recurring functional costs associated with shared corporate functions (collectively, the “Separation costs”) are presented separately in the Company’s consolidated and combined statements of earnings. Separation costs totaled $1.0 million during the third quarter of fiscal 2024 and $19.5 million during the nine months ended February 29, 2024. No Separation costs were incurred during fiscal 2025.

Basis of Presentation – Unaudited Consolidated and Combined Financial Statements

The Company’s financial statements for the periods until the Separation on December 1, 2023, are combined financial statements prepared on a carve-out basis as discussed below. The Company’s financial statements for the periods beginning on and after December 1, 2023, are consolidated financial statements based on the reported results of Worthington Steel as a stand-alone company. Accordingly, the third quarter of fiscal 2024, and thereafter, include consolidated and combined financial statements, whereas all prior periods included combined financial statements.

The accompanying consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated and combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as an independent company during all of the periods presented.

Basis of Presentation – Prior to Separation

Prior to the Separation on December 1, 2023, the Company operated as a business of the Former Parent. Accordingly, the combined historical financial statements for the periods presented prior to and as of November 30, 2023, are prepared on a carve-out basis.

The Company’s combined financial statements are prepared on a carve-out basis using the consolidated financial statements and accounting records of the Former Parent in accordance with GAAP. The Company’s combined financial statements include the historical operations that comprise its business and reflect significant assumptions and allocations as well as certain assets and liabilities that have historically been held at the Former Parent’s corporate level but are specifically identifiable or otherwise attributable to the Company.

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The carve-out combined financial statements may not include all expenses that would have been incurred had the Company existed as a separate, stand-alone entity during the periods presented.

The income tax provision in the combined statements of earnings has been calculated as if the Company was operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the Separation.

Transactions and accounts which have occurred within the Company have been eliminated, based on historical intracompany activity. The Former Parent’s net investment in the Company’s operations, including intercompany transactions between the Former Parent and the Company, are reflected as Net Investment by the Former Parent on the accompanying consolidated and combined financial statements.

The Company’s consolidated and combined financial statements include certain costs of doing business incurred by the Former Parent at the corporate level. These costs are for (1) certain corporate support functions provided on a centralized basis, including information technology, human resources, finance, and corporate operations, amongst others, (2) profit sharing and bonuses, and (3) respective surpluses and shortfalls of various planned insurance expenses. These costs are included in the consolidated and combined statements of earnings, primarily within selling, general and administrative expense (“SG&A”). These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remaining allocated using related drivers associated with the nature of the business, such as, headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of the Former Parent’s general corporate expenses are reasonable.

All other third-party debt and related interest expense not directly attributable to the Company have been excluded from the consolidated and combined financial statements because it is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. Additionally, as described in “Note 16 – Related Party Transactions,” debt and related interest expense between the Former Parent and TWB has been attributed to the Company, as the Company was both the legal obligor and directly benefited from the borrowings.

Additionally, the Former Parent incurred Separation costs that have been directly attributed to the Company to the extent incurred to its direct benefit and are presented separately in the Company’s consolidated and combined statements of earnings.

The Company’s consolidated and combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect its consolidated and combined results of earnings, balance sheet, and cash flows had it operated as a stand-alone company during the periods presented. Management considers these cost allocations to be reasonably reflective of the Company’s utilization of the Former Parent’s corporate support services. Actual costs that would have been incurred if the Company had been a stand-alone company may have been different than these estimates during the periods presented.

The Former Parent utilized a centralized cash management program to manage cash for the majority of its entities. For entities that were enrolled in the program, all cash was swept into a cash pool. Accordingly, the cash and cash equivalents held by the Former Parent at the corporate level were not attributed to the Company for any of the periods presented. The Company’s foreign operations did not participate in the centralized cash management program. These cash amounts are specifically attributable to Worthington Steel and therefore are reflected in the accompanying consolidated balance sheets. Transfers of cash, both to and from the Former Parent’s centralized cash management program, are reflected as a financing activity on the accompanying consolidated and combined statements of cash flows.

Net Investment by the Former Parent

Net Investment by the Former Parent in the consolidated and combined statements of equity represents the Former Parent’s historical investment in the Company, the net effect of transactions with and allocations from the Former Parent, and the Company’s retained earnings. All transactions reflected in Net Investment by the Former Parent have been considered as financing activities for purposes of the consolidated and combined statements of cash flows. For additional information, see “Basis of Presentation – Prior to Separation” above and “Note 16 – Related Party Transactions.”

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Consolidated Subsidiaries and Investment in Unconsolidated Affiliate

The consolidated and combined financial statements include the accounts of Worthington Steel and its consolidated subsidiaries. The investment in unconsolidated affiliate is accounted for using the equity method. Material intercompany accounts and transactions are eliminated.

The Company owns controlling interests in the following three operating joint ventures: Spartan Steel Coating, L.L.C. (“Spartan”) (52%); TWB Company, L.L.C. (“TWB”) (55%); and Worthington Samuel Coil Processing, L.L.C. (“WSCP”) (63%). The Company also owns a controlling interest (51%) in Worthington Specialty Processing (“WSP”), which became a nonoperating joint venture on October 31, 2022, when its remaining net assets were sold. These joint ventures are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests on the Company’s consolidated balance sheets, and their portions of net earnings and other comprehensive income (loss) (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in the Company’s consolidated and combined statements of earnings and comprehensive income, respectively.

The Company owns a noncontrolling interest (50%) in one unconsolidated joint venture: Serviacero Planos, S. de R.L. de C.V. (“Serviacero Worthington”). The Company’s investment in the unconsolidated affiliate is accounted for using the equity method with the Company’s proportionate share of income or loss recognized within equity in net income (loss) of unconsolidated affiliate (“equity income”) in its consolidated and combined statements of earnings. See further discussion of the Company’s unconsolidated affiliate in “Note 3 – Investment in Unconsolidated Affiliate.”

Organizational Structure and Operating Segment

The Company’s operations are managed principally on a products and services basis under a single group organizational structure. The Company has determined that it has only one operating segment and therefore one reportable segment after considering several sources of information, including the Company’s internal organizational structure, the basis on which budgets and forecasts are prepared, the financial information that the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, and how the Company releases information to the public and analysts.

Concentration of Net Sales

The Company sells its products and services to a diverse customer base and a broad range of end markets. The automotive industry is the largest end market for the Company, which is largely driven by the production schedules of the Detroit Three Automakers.

The following table summarizes the concentration percentage of consolidated or combined net sales for the periods presented:


	Three Months Ended						Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
(Percentage of Net Sales)	2025			2024			2025			2024
End Market – Automotive		52	%		50	%		52	%		52	%
Detroit Three Automakers		32	%		30	%		32	%		32	%
Largest Automotive Customer		14	%		13	%		14	%		15	%

Recently Issued Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This guidance requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements to provide enhanced transparency into the expense captions presented on the statement of earnings. It is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Adoption may be applied either prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact of this guidance on the Company’s related disclosures.

Preparation of Financial Statements Including the Use of Estimates

These unaudited consolidated and combined financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

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In the opinion of management, all adjustments have been included that are of a normal and recurring nature necessary for a fair presentation of the consolidated and combined financial statements for these interim periods. Operating results for the third quarter of fiscal 2025 are not necessarily indicative of the results that may be expected for the entirety of fiscal 2025 or any other quarter. Refer to the consolidated and combined financial statements and notes thereto included in the 2024 Form 10-K for further information on the preparation of financial statements including the use of estimates.

The preparation of consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Actual results could differ materially from those estimates.

Note 2 – Revenue Recognition

The Company recognizes revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration it expects to receive for those goods or services, including any variable consideration.

The Company generates revenue by processing steel to the precise type, thickness, length, width, shape, and surface quality required by customer specification. The Company can also toll process steel for steel mills, large end-users and service centers. Toll processing revenue is recognized over time. All other revenue is recognized at a point in time, generally upon shipment to the customer.

The following table summarizes net sales by product class for the periods presented:


	Three Months Ended				Nine Months Ended
	February 28,		February 29,		February 28,		February 29,
(In millions)	2025		2024		2025		2024
Product class
Direct	$	653.8	$	763.3	$	2,144.6	$	2,402.6
Toll		33.6		42.5		115.8		117.0
Total	$	687.4	$	805.8	$	2,260.4	$	2,519.6

The following table summarizes the unbilled receivables at the dates indicated:


		February 28,		May 31,
(In millions)	Balance Sheet Classification	2025(1)		2024(1)
Unbilled receivables	Receivables	$	4.6	$	5.6

(1)

There were no material contract assets or liabilities at either of the dates indicated above.

Note 3 – Investment in Unconsolidated Affiliate

The Company owns a noncontrolling interest (50%) in one unconsolidated joint venture, Serviacero Worthington. The Company accounts for its investment in Serviacero Worthington using the equity method of accounting. Serviacero Worthington provides steel processing services, such as pickling, blanking, slitting, multi-blanking and cutting-to-length, to customers in a variety of industries including automotive, appliance and heavy equipment.

The Company received distributions from Serviacero Worthington totaling $7.8 million and $12.8 million during the three months and nine months ended February 28, 2025, respectively. The Company did not receive any distributions from Serviacero Worthington during the nine months ended February 29, 2024.

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The following tables summarize certain financial information of Serviacero Worthington as of the dates, and for the periods, presented:


	February 28,		May 31,
(In millions)	2025		2024
Cash and cash equivalents	$	44.3	$	5.7
Other current assets		206.9		274.7
Noncurrent assets		62.2		58.3
Total assets	$	313.4	$	338.7

Current liabilities		48.7		64.7
Other noncurrent liabilities		5.0		5.2
Equity		259.7		268.8
Total liabilities and equity	$	313.4	$	338.7


	Three Months Ended				Nine Months Ended
	February 28,		February 29,		February 28,		February 29,
(In millions)	2025		2024		2025		2024
Net sales	$	99.7	$	137.3	$	386.9	$	452.6
Gross margin		8.2		10.8		33.4		50.7
Operating income		4.3		7.4		21.5		40.5
Depreciation and amortization		1.2		1.1		3.5		3.2
Interest expense		-		-		-		-
Income tax expense		0.2		0.3		12.8		7.3
Net earnings		-		5.8		0.9		31.3

The following table presents the net earnings of Serviacero Worthington attributable to the Company for the periods presented:


	Three Months Ended				Nine Months Ended
	February 28,		February 29,		February 28,		February 29,
(In millions)	2025		2024		2025		2024
Equity in net income of unconsolidated affiliate	$	-	$	2.9	$	0.4	$	15.7

Note 4 – Impairment of Assets

The Company reviews its assets for impairment whenever events or changes in circumstances indicated the carrying amount of an asset may be impaired.

Fiscal 2025

During the third quarter of fiscal 2025, the Company identified an impairment indicator for the in-process research and development intangible asset of TWB. The indefinite-lived in-process research & development intangible asset with a net book value of $1.3 million was deemed to be fully impaired as the technology was unable to be commercialized, resulting in a pre-tax impairment charge of $1.3 million recognized in the third quarter of fiscal 2025.

During the third quarter of fiscal 2025, the Company announced plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio. Operations at the Cleveland, Ohio toll processing manufacturing facility are expected to be completed by the end of fiscal 2025, while incremental closure activities are expected to be completed in fiscal 2026. As a result, the Company tested the long-lived assets of the combined asset group for impairment at the lowest level for which there were largely independent cash flows when identifiable, and grouped at a higher level when largely independent cash flows do not exist at a lower level. Other assets were evaluated with applicable accounting guidance outside of long-lived asset guidance. The disposal group consisted of the following:

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			Pre-Tax
			Impairment
(In millions)	Net Book Value		Recognized
Disposal Group:
Long-lived assets:
Finance lease assets and buildings and improvements, net	$	10.1	$	-
Machinery and equipment and other long-lived assets(1)		5.1		3.8
Other intangible assets, net		1.8		1.8
Total long-lived assets		17.0		5.6
Other assets:
Prepaid expenses and other current assets (2)		0.6		0.5
Total other assets		0.6		0.5
Total	$	17.6	$	6.1

(1)

Fair value was determined using unobservable Level 3 inputs.

(2)

Impairment recognized using applicable accounting guidance outside of long-lived asset guidance.

During the impairment test, the Company determined that the undiscounted cash flows of the finance lease assets along with certain other fixed assets encumbered to the land and building of the finance lease assets were greater than the current carrying value of the asset group. As a result, no impairment was recognized for the finance lease assets along with building and improvements, net assets.

The book value of the remaining machinery and equipment and other long-lived assets were determined to be in excess of fair value, resulting in an impairment charge of $3.8 million, during the third quarter of fiscal 2025. Additionally, the customer list intangible asset, which was recorded on the balance sheet in other intangible assets, net, was deemed to be fully impaired and written off. The assets do not meet the criteria for classification as assets held for sale and, accordingly, have continued to be presented as held and used in the consolidated balance sheet.

Due to the closure of the WSCP toll processing manufacturing facility in Cleveland, Ohio, the Company evaluated the impact on goodwill of the Flat Rolled Steel Processing reporting unit, in which the entity was included. As a result of the Company’s evaluation, no meaningful amount of goodwill was attributed to the disposal group, and thus, no goodwill impairment was recognized.

Fiscal 2024

During the first quarter of fiscal 2023, the Company committed to plans to liquidate certain fixed assets at a WSCP toll processing facility in Cleveland, Ohio. During the first quarter of fiscal 2024, in accordance with the applicable accounting guidance, the Company lowered the estimate of fair value less costs to sell to reflect the expected scrap value of the WSCP toll processing equipment to $0.2 million, resulting in a pre-tax impairment charge of $1.4 million.

Note 5 – Restructuring and Other Expense, Net

The Company considers restructuring activities to be programs whereby the Company fundamentally changes its operations, such as closing and consolidating manufacturing facilities or moving manufacturing of a product to another location. Restructuring activities may also involve substantial realignment of the management structure of a business unit in response to changing market conditions.

A progression of the liabilities associated with the Company’s restructuring activities, combined with a reconciliation to the restructuring and other income, net financial statement caption in the consolidated statement of earnings for the nine months ended February 28, 2025, is summarized below:


(In millions)	Balance, as of								Balance, as of
	May 31, 2024		Expense		Payments		Adjustments		February 28, 2025
Early retirement and severance	$	-	$	0.9	$	-	$	-	$	0.9
Restructuring and other expense, net			$	0.9

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During the nine months ended February 28, 2025, the following actions were taken related to our restructuring activities:

•

The Company recognized $0.9 million of severance expense associated with a TWB voluntary retirement program (VRP). Under the terms of the VRP, eligible TWB employees in the U.S. who choose to participate in the program were offered severance based on their years of service. The VRP is open to employee acceptance through the fourth quarter of fiscal 2025. Total expected severance expense associated with the program is estimated to be $1.6 million.

•

The Company announced plans to consolidate WSCP’s remaining Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio. The Company did not incur material restructuring costs during the third quarter of fiscal 2025. The Company expects to incur an estimated $1.8 million in costs in the fourth quarter of fiscal 2025 due to these announced plans.

The total liability as of February 28, 2025 is expected to extend past the 12 months from February 28, 2025, due to the severance period.

Note 6 – Contingent Liabilities and Commitments

Legal Proceedings

The Company is a defendant in certain legal proceedings that are incidental to its business. In the opinion of management, the outcome of these legal proceedings, which is not clearly determinable at the present time, individually and in the aggregate, would not have a material adverse effect on the Company, its consolidated financial position, future results of operations or cash flows. The Company has recorded a liability, as necessary, to provide for the anticipated costs, including legal defense costs, associated with the resolution of these legal proceedings. However, the possibility exists that the costs to resolve these legal proceedings could differ materially from the recorded estimates and, therefore, have a material effect on the Company, its consolidated financial position, future results of operation or cash flows for the periods in which they are resolved.

Note 7 – Guarantees

The Company does not have guarantees that it believes are reasonably likely to have a material current or future effect on its consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

At February 28, 2025, the Company had in place an outstanding stand-by letter of credit in the amount of $2.1 million issued to third-party service providers. The fair value of this guarantee instrument, based on premiums paid, was not material and no amounts were drawn against it at February 28, 2025.

Note 8 – Debt

The following table summarizes the Company’s debt outstanding at February 28, 2025, and May 31, 2024:


	February 28,		May 31,
(In millions)	2025		2024
Long-term debt:
Canadian Government Regional Economic Growth Loan	$	2.2	$	-
Less: current maturities of long-term debt		-		-
Long-term debt	$	2.2	$	-

Short-term borrowings:
Revolving credit facility	$	110.0	$	148.0
Total short-term borrowings	$	110.0	$	148.0

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The following table provides the maturities of long-term debt and short-term borrowings in the next five fiscal years and the remaining years thereafter as of February 28, 2025:


(In millions)
Fiscal 2025	$	110.0
Fiscal 2026		-
Fiscal 2027		0.2
Fiscal 2028		0.4
Fiscal 2029		0.4
Thereafter		1.2
Total	$	112.2

Short-Term borrowings

Revolving Credit Facility

On November 30, 2023, the Company entered into a senior secured revolving credit facility scheduled to mature on November 30, 2028, with a group of lenders (the “Credit Facility”). The Credit Facility allows for borrowings of up to $550.0 million, to the extent secured by eligible accounts receivable and inventory balances at period end, which consist primarily of U.S. dollar denominated account balances. At February 28, 2025 and May 31, 2024, there were $110.0 million and $148.0 million of outstanding borrowings drawn against the Credit Facility, respectively, leaving a borrowing capacity of $440.0 million and $402.0 million, respectively, subject to the eligible borrowing base, available for use. At February 28, 2025 and May 31, 2024, the available borrowing capacity was $217.1 million and $307.6 million, respectively. Individual amounts drawn under the Credit Facility accrue interest at rates equal to an applicable margin over the one-, three-, or six-month term SOFR Rate, plus a SOFR adjustment. The Company incurred approximately $2.7 million of issuance costs, of which $2.5 million will be amortized to interest expense over the expected five-year Credit Facility term and are reflected in other assets.

The Credit Facility permits borrowings under two types of borrowing mechanisms: (i) Term SOFR Rate Loans (as defined in the Credit Facility) and (ii) a swing loan. The Term SOFR Rate Loans permit the Company to draw a specific principal amount for a defined maturity of up to six months with the interest rate determined at the time of the draw, which equals an applicable margin over the applicable term SOFR Rate, plus a SOFR adjustment. Each Term SOFR Rate Loan has an individual, unique identifier and is distinguishable from the other Term SOFR Rate Loans drawn by the Company. At the end of each relevant interest period, the Company has the option to continue the same interest period for such Term SOFR Rate Loan or the Company can request a conversion to a new interest period for such Term SOFR Rate Loan. If no notice is given by the Company, the Term SOFR Rate Loan is deemed to continue with the same interest period.

The swing loan permits the Company to draw on the Credit Facility at any time up to a maximum of the greater of (i) $55 million and (ii) 10% of the then-maximum amount of the Credit Facility. The swing loan interest rate is variable based upon the interest rate market. As of February 28, 2025 and May 31, 2024, the swing loan rate was equal to 8.00% and 9.00%, respectively. Any amounts drawn on the swing loan mature on the same date as the maturity of the Credit Facility; however, it has been the practice of the Company to repay the outstanding draws on the swing loan within a short-term period.

The Credit Facility is secured by a first priority lien (subject to permitted liens and certain other exceptions) on certain working capital assets of the Company and the guarantors, including accounts and inventory, but excluding intellectual property, real property and equity interests, and subject to customary exceptions.

The Company currently has no material contractual or regulatory restrictions on the payment of dividends provided that no event of default exists under the Credit Facility and it meets the minimum availability threshold thereunder.

As of February 28, 2025 and May 31, 2024, the weighted average interest rate on the outstanding interest-bearing debt under the Credit Facility was 5.91% and 6.92%, respectively.

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Long-Term Debt

Canadian Government Regional Economic Growth Loan

Tempel Steel Company, LLC (“Tempel”), a wholly owned subsidiary of Worthington Steel, owns a subsidiary in Canada (“Tempel Canada”). On December 17, 2024, Tempel Canada entered into an agreement with the Federal Economic Development Agency for Southern Ontario, Canada, through the Canadian Government’s Regional Economic Growth Innovation program, which provided a 0% interest loan up to CAD $3.5 million to be used for the purchase and installation of advanced manufacturing equipment at the Tempel Canada’s Burlington, Ontario location. The first distribution to Tempel Canada was received in the third quarter of fiscal 2025 in the amount of CAD $3.2 million (approximately USD $2.2 million), or 90% of the total available through the program. The remaining 10% is expected to be received in the fourth quarter of fiscal 2025. The loan, which is at 0% interest, is scheduled to be paid off in sixty equal installments beginning April 1, 2027 with the final payment due March 1, 2032. There were no debt issuance costs associated with the loan.

Term Loan Facility with the Former Parent

On June 8, 2021, TWB entered into a $50.0 million term loan agreement (the “TWB Term Loan”) with a subsidiary of the Former Parent that matured in annual installments through May 31, 2024. The proceeds were used by TWB to finance the Shiloh U.S BlankLight purchase in June 2021. This note accrued interest at a rate of 5.0% per annum. The borrowings were the legal obligation of TWB. As such, the debt and related interest was attributed to the Company in the consolidated and combined financial statements prior to the Separation.

The Former Parent’s note receivable associated with the TWB Term Loan was contributed to the Company in connection with the Separation on December 1, 2023. As a result, the TWB Term Loan balance was eliminated in consolidation following the Separation, which resulted in a zero balance as of May 31, 2024 in the consolidated balance sheet.

Other Debt

Other – Tempel China

Tempel owns a subsidiary in China (“Tempel China”), and Tempel China utilizes multiple short-term loan facilities, which are used to finance raw material purchases, and are collateralized by Tempel China property and equipment. There were no borrowings outstanding under the facilities at February 28, 2025 and May 31, 2024.

As of February 28, 2025, Tempel China has two active facilities, which have an aggregate facility size of CNY 90.0 million (approximately USD $12.4 million as of both February 28, 2025 and May 31, 2024), and were originally scheduled to mature on December 31, 2024. The maturity of the credit facilities was subsequently extended with the first facility scheduled to mature on September 10, 2025 and the second facility scheduled to mature on December 31, 2025. Additionally, Tempel China previously had one facility with capacity of CNY 10.0 million (approximately USD $1.4 million) that matured on March 13, 2024. This facility was not subsequently renewed.

Other – Tempel India

Tempel owns a subsidiary in India (“Tempel India”) which has two individual credit facilities with separate financial institutions, each of which contain a line of credit and standby letters of credit/letters of guarantee secured by applicable Tempel India current assets and fixed assets. The facilities are subject to annual renewals, which are effective as of the date of the annual renewal letter. Both facilities were renewed; one credit facility is scheduled to mature on December 18, 2025, and the other credit facility is scheduled to mature on November 14, 2025.

The aggregate size of the Tempel India credit facilities is INR 1,200.0 million (approximately USD $13.7 million and USD $14.4 million, as of February 28, 2025 and May 31, 2024, respectively), subject to adjustment pursuant to the security noted above. Both the credit facilities allow for borrowing on the lines of credit up to a sublimit of the total facility size, which was equal to an aggregate of INR 600.0 million (approximately USD $6.9 million and USD $7.2 million, as of February 28, 2025 and May 31, 2024, respectively). Interest is payable monthly and will accrue on the outstanding balance according to the lenders base lending rate plus an applicable margin as determined by the lender. As of February 28, 2025 and May 31, 2024, there were no borrowings outstanding under Temple India line of credit facilities.

Letters of credit may be drawn against the aggregate limit of these credit facilities, excluding any amounts drawn by the lines of credit. As of February 28, 2025 and May 31, 2024, no amounts under the Tempel India credit facilities were due to the financial institutions. The purchases, made in the normal course of business that are supported by the letters of credit, are recorded in accounts payable in the consolidated balance sheets as of February 28, 2025 and May 31, 2024.

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Accounts Receivable Securitization

On June 29, 2023, the Company terminated the revolving trade accounts receivable securitization facility (the “AR Facility”) because it was no longer needed. No early termination or other similar fees or penalties were paid in connection with the termination of the AR Facility.

Note 9 – Other Comprehensive Income (Loss)

The following table summarizes the tax effects on each component of OCI for the periods presented:


	Three Months Ended
	February 28, 2025								February 29, 2024
(In millions)	Before-Tax			Tax		Net-of-Tax			Before-Tax			Tax		Net-of-Tax
Foreign currency translation	$	(3.7	)	$	-	$	(3.7	)	$	(0.4	)	$	-	$	(0.4	)
Pension liability adjustment		-			-		-			-			-		-
Cash flow hedges		(2.4	)		0.5		(1.9	)		(8.7	)		2.0		(6.7	)
Other comprehensive income (loss)	$	(6.1	)	$	0.5	$	(5.6	)	$	(9.1	)	$	2.0	$	(7.1	)


	Nine Months Ended
	February 28, 2025								February 29, 2024
(In millions)	Before-Tax			Tax		Net-of-Tax			Before-Tax			Tax		Net-of-Tax
Foreign currency translation	$	(6.4	)	$	-	$	(6.4	)	$	(0.7	)	$	-	$	(0.7	)
Pension liability adjustment		(1.3	)		0.3		(1.0	)		-			-		-
Cash flow hedges		(2.4	)		0.5		(1.9	)		(4.6	)		1.1		(3.5	)
Other comprehensive income (loss)	$	(10.1	)	$	0.8	$	(9.3	)	$	(5.3	)	$	1.1	$	(4.2	)

Note 10 – Equity

In anticipation of the Separation, during the second quarter of fiscal 2024, the Company performed a stock split and distributed 49.3 million outstanding common shares to the Former Parent on November 30, 2023. For additional information, see “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation.”

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) (“AOCI”) for the periods presented:


										Accumulated
	Foreign			Pension						Other
	Currency			Liability			Cash Flow			Comprehensive
(In millions)	Translation			Adjustment			Hedges			Loss
Balance at May 31, 2024	$	(11.9	)	$	8.4		$	(2.6	)	$	(6.1	)
Other comprehensive loss before reclassifications		(6.4	)		(4.0	)		(8.6	)		(19.0	)
Reclassification adjustments to net earnings (1)		-			2.7			6.2			8.9
Income tax effect		-			0.3			0.5			0.8
Balance at February 28, 2025	$	(18.3	)	$	7.4		$	(4.5	)	$	(15.4	)


									Accumulated
	Foreign			Pension					Other
	Currency			Liability		Cash Flow			Comprehensive
(In millions)	Translation			Adjustment		Hedges			Loss
Balance at May 31, 2023	$	(10.6	)	$	6.0	$	2.5		$	(2.1	)
Other comprehensive income (loss) before reclassifications		(0.7	)		-		2.7			2.0
Reclassification adjustments to net earnings (1)		-			-		(7.3	)		(7.3	)
Income tax effect		-			-		1.1			1.1
Balance at February 29, 2024	$	(11.3	)	$	6.0	$	(1.0	)	$	(6.3	)

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(1)

The consolidated and combined statement of earnings classification of amounts reclassified to net income include:

Cash flow hedges – See the disclosure in “Note 14 – Derivative Financial Instruments and Hedging Activities”; and

Pension liability adjustment – During the second quarter of fiscal 2025, the Company, through its wholly owned subsidiary, Tempel, purchased (using pension plan assets) an annuity contract from a third-party insurance company to transfer approximately 25% of the total projected benefit obligation of the Tempel Employees Pension Plan as of the purchase date. As a result of this transaction: 1) the Company recognized a non-cash settlement gain of $2.7 million within miscellaneous income (expense), net during the second quarter of fiscal 2025; 2) the Company was relieved of all responsibility for these pension obligations, subject to customary administrative adjustments; and 3) the insurance company is now required to pay and administer the retirement benefits owed to 472 beneficiaries.

Note 11 – Income Taxes

The Company’s effective income tax rate was 26.7% and 22.2% for the third quarter of fiscal 2025 and 2024, respectively, and 18.7% and 21.9% for the nine months ended February 28, 2025 and February 29, 2024, respectively. The effective tax rate differed from the statutory rate for the third quarter of fiscal 2025 primarily due to non-deductible executive compensation and for the nine months ended February 28, 2025 primarily due to a pre-acquisition tax matter at Tempel. The effective tax rates for the third quarter of fiscal 2024 and nine months ended February 29, 2024 differed from the statutory rates primarily due to income from Serviacero Worthington recognized net of tax, non-deductible executive compensation, and equity compensation.

The provision for income taxes is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items and excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in the consolidated and combined statements of earnings. Net earnings attributable to noncontrolling interests are a result of the Company’s consolidated joint ventures. The net earnings attributable to the noncontrolling interests in the U.S. operations of the Company’s consolidated joint ventures do not generate tax expense to the Company since the investors are taxed directly based on the earnings attributable to the investors. The tax expense of TWB’s wholly owned foreign subsidiaries is reported in the consolidated and combined income tax expense. Management is required to estimate the annual effective income tax rate based upon its forecast of annual pre-tax income for domestic and foreign operations. The Company’s actual effective income tax rate for fiscal 2025 could be materially different from the forecasted rate as of February 28, 2025.

Note 12 – Earnings per Common Share

The following table sets forth the computation of basic and diluted earnings per common share attributable to controlling interest for the periods presented:


	Three Months Ended
	February 28,		February 29,
(In millions, except per common share amounts)	2025		2024
Numerator (basic & diluted):
Net earnings attributable to controlling interest – income available to common shareholders	$	13.8	$	49.0
Denominator:
Basic earnings per common share attributable to controlling interest – weighted average common shares		49.5		49.3
Effect of dilutive securities		1.0		1.0
Diluted earnings per common share attributable to controlling interest – adjusted weighted average common shares		50.5		50.3
Basic earnings per common share attributable to controlling interest	$	0.28	$	0.99
Diluted earnings per common share attributable to controlling interest	$	0.27	$	0.98

Anti-dilutive non-qualified stock options and restricted common share awards(1)		0.3		0.1

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	Nine Months Ended
	February 28,		February 29,
(In millions, except per common share amounts)	2025		2024
Numerator (basic & diluted):
Net earnings attributable to controlling interest – income available to common shareholders	$	55.0	$	101.5
Denominator:
Basic earnings per common share attributable to controlling interest – weighted average common shares		49.5		49.3
Effect of dilutive securities		1.0		0.3
Diluted earnings per common share attributable to controlling interest – adjusted weighted average common shares		50.5		49.6
Basic earnings per common share attributable to controlling interest	$	1.11	$	2.06
Diluted earnings per common share attributable to controlling interest	$	1.09	$	2.05

Anti-dilutive non-qualified stock options and restricted common share awards(1)		0.1		-

(1)

These 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.

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Earnings per common share was calculated based on the weighted-average number of common shares outstanding. Earnings per diluted common share included the weighted-average effect of dilutive restricted common shares and non-qualified stock options on the weighted-average shares outstanding. Prior to the third quarter of fiscal 2024, earnings per common share was based on the 49.3 million Worthington Steel common shares distributed to the Former Parent's shareholders on December 1, 2023. The same number of common shares is being utilized for the calculation of basic and diluted earnings per common share for all periods presented prior to the Separation. After the Separation, actual outstanding common shares are used to calculate both basic and diluted weighted-average number of common shares outstanding.

Note 13 – Acquisitions

On December 3, 2024, Tempel entered into a Sale and Purchase Agreement and an Investment and Shareholders Agreement, which were subsequently amended effective on February 28, 2025 (collectively, the “Purchase Agreements”), with S.I.T.E.M. S.p.A., a joint stock company incorporated under the laws of Italy (“Sitem” and, together with its subsidiaries, Stanzwerk AG, Decoup S.A.S. and Sitem Slovakia spol. s r.o., the “Sitem Group”), and certain shareholders of Sitem. The Purchase Agreements provide, among other things, that Tempel will purchase from Sitem and certain shareholders of Sitem approximately 52% of the issued and outstanding capital stock of Sitem (the “Sitem Group Transaction”). Sitem Group produces electric motor laminations and accessory products primarily for automotive and industrial applications in Europe.

The purchase price to be paid by Tempel in the Sitem Group Transaction is approximately €51 million ($52.9 million) plus the contribution of Tempel’s electrical steel facility in Nagold, Germany, which purchase price is subject to adjustment at closing based on the consolidated net financial position of Sitem Group. The Purchase Agreements contain customary representations, warranties and covenants, including a covenant that each of the parties will use commercially reasonable efforts to cause the Sitem Group Transaction. The Purchase Agreements also require the Sitem Group to conduct its business and operations during the period between the execution of the Purchase Agreements and the closing of the Sitem Group Transaction according to the ordinary course of business consistent with past practice. The Company has received regulatory approval and the closing is expected to occur in early fiscal 2026.

Fiscal 2024

Voestalpine Automotive Components Nagold GmbH & Co. KG (Voestalpine Nagold)

On November 16, 2023, the Company acquired Voestalpine Automotive Components Nagold GmbH & Co. KG (“Voestalpine Nagold”), including its lamination stamping facility in Nagold, Germany and related assets, for net cash consideration of $21.0 million and the assumption of a $0.9 million pension liability. Voestalpine Nagold produces automotive and electrical steel lamination stampings in Europe. The total purchase consideration was preliminarily allocated primarily to tangible assets, consisting of $12.3 million of property, plant and equipment and $9.0 million of net working capital, with $0.6 million recognized as goodwill.

The information included in the preliminary allocation of the purchase price was derived using estimates of the fair value and useful lives of the assets acquired. As a result of final purchase accounting adjustments, the total purchase consideration was updated. The purchase consideration consisted of $12.6 million of property, plant and equipment and $8.2 million of net working capital, with $1.1 million recognized as goodwill. Thus, the final purchase accounting adjustments consisted of $0.3 million of property, plant and equipment and $(0.8) million of net working capital, with $0.5 million to goodwill. There was no change in the valuation of the pension liability.

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic benefits specific to the Company, which resulted in a purchase price in excess of the fair value of the identifiable net assets. The goodwill resulting from the acquisition will be deductible for income tax purposes.

The results of operations of Voestalpine Nagold have been included in the consolidated and combined statements of earnings since the date of acquisition. Proforma results, including the acquired business since the beginning of fiscal 2023, would not be materially different from the reported results.

Note 14 – Derivative Financial Instruments and Hedging Activities

The Company utilizes derivative financial instruments to primarily manage exposure to certain risks related to its ongoing operations. The primary risks managed through the use of derivative financial instruments are commodity price risk and foreign currency exchange risk. While certain of the Company’s derivative financial instruments are designated as hedging instruments, the Company also enters into derivative financial instruments that are designed to hedge a risk, but are not designated as hedging instruments and, therefore, do not qualify for hedge accounting. These derivative financial instruments are adjusted to current fair value through earnings at the end of each period.

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Commodity Price Risk Management – The Company is exposed to changes in the price of certain commodities, including steel, zinc and other raw materials, and the Company’s utility requirements. The Company’s objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, the Company enters into derivative financial instruments to manage the associated price risk.

Foreign Currency Exchange Risk Management – The Company conducts business in several major international currencies and is, therefore, subject to risks associated with changing foreign currency exchange rates. The Company uses foreign currency forward contracts to protect against exchange rate movements for forecasted cash flows, primarily operating expenses denominated in currencies other than the functional currency. Such contracts limit exposure to both favorable and unfavorable foreign currency exchange rate fluctuations. The translation of foreign currencies into U.S. dollars also subjects the Company to exposure related to fluctuating foreign currency exchange rates; however, derivative financial instruments are not used to manage this risk.

The Company is exposed to counterparty credit risk on all of its derivative financial instruments. Accordingly, the Company has established and maintains strict counterparty credit guidelines. The Company has credit support agreements in place with certain counterparties to limit the Company’s credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. The Company does not have significant exposure to any one counterparty, and management believes the overall risk of loss is remote and, in any event, would not be material.

Refer to “Note 15 – Fair Value” for additional information regarding the accounting treatment for the Company’s derivative financial instruments, as well as how fair value is determined. The following table summarizes the fair value of the derivative financial instruments and the respective lines in which they were recorded in the consolidated balance sheet at February 28, 2025 and May 31, 2024:


	Fair Value of Assets					Fair Value of Liabilities
	Balance					Balance
	Sheet	February 28,		May 31,		Sheet	February 28,		May 31,
(In millions)	Location	2025		2024		Location	2025		2024
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	0.8	$	0.2	Accounts payable	$	5.4	$	1.9
Commodity contracts	Other assets		-		-	Other liabilities		-		-
Subtotal			0.8		0.2			5.4		1.9

Foreign currency exchange contracts	Receivables		-		-	Accounts payable		-		-
Total		$	0.8	$	0.2		$	5.4	$	1.9

Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	4.0	$	3.4	Accounts payable	$	3.5	$	2.5
Commodity contracts	Other assets		-		-	Other liabilities		0.1		-
Subtotal			4.0		3.4			3.6		2.5

Foreign currency exchange contracts	Receivables		-		-	Accounts payable		0.2		-
Total		$	4.0	$	3.4		$	3.8	$	2.5

Total derivative financial instruments		$	4.8	$	3.6		$	9.2	$	4.4

GAAP permits an entity to present derivative financial instruments assets and liabilities on a net basis on the balance sheet, provided a right of offset exists and/or when they are subject to a master netting arrangement. The Company’s policy is to record derivative financial instruments on a net basis where the Company has an executed master netting arrangement with counterparties as well as where the right of offset exists. The amounts in the table above reflect the fair value of the derivative financial instruments on a net basis where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been an increase in receivables with a corresponding increase in accounts payable of $0.9 million and $2.6 million at February 28, 2025 and May 31, 2024, respectively.

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Cash Flow Hedges

The Company enters into derivative financial instruments to hedge its exposure to changes in cash flows attributable to commodity price and foreign currency exchange rate fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.

The following table summarizes the Company’s cash flow hedges outstanding at February 28, 2025:


	Notional
(In millions)	Amount			Maturity Date
Commodity contracts	$	(13.3	)	March 2025 – December 2025
Foreign currency exchange contracts	$	6.1		March 2025 – July 2025

The following table summarizes the Company’s cash flow hedges outstanding at May 31, 2024:

The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into net earnings for derivative financial instruments designated as cash flow hedges for the periods presented:


(In millions)	Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Net Earnings	Gain (Loss) Reclassified from AOCI into Net Earnings
For the three months ended February 28, 2025:
Commodity contracts	$	(3.3	)	Cost of goods sold	$	(0.7	)
Foreign currency exchange contracts		-		Cost of goods sold		(0.2	)
Total	$	(3.3	)		$	(0.9	)

For the three months ended February 29, 2024:
Commodity contracts	$	(8.6	)	Cost of goods sold	$	0.1
Total	$	(8.6	)		$	0.1

For the nine months ended February 28, 2025:
Commodity contracts	$	(8.4	)	Cost of goods sold	$	(5.9	)
Foreign currency exchange contracts		(0.2	)	Cost of goods sold		(0.3	)
Total	$	(8.6	)		$	(6.2	)

For the nine months ended February 29, 2024:
Commodity contracts	$	2.7		Cost of goods sold	$	7.3
Total	$	2.7			$	7.3

The estimated net amount of the losses recognized in AOCI at February 28, 2025, expected to be reclassified into net earnings within the succeeding 12 months is $4.4 million (net of tax of $1.4 million). This amount was computed using the fair value of the cash flow hedges at February 28, 2025, and will change before actual reclassification from OCI to net earnings during the fiscal years ending May 31, 2025 and May 31, 2026.

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Economic (Non-designated) Hedges

The Company enters into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through gain (loss) recognized in earnings.

The following table summarizes the Company’s economic (non-designated) derivative financial instruments outstanding at February 28, 2025:


	Notional
(In millions)	Amount		Maturity Date(s)
Commodity contracts	$	21.7	March 2025 – March 2026
Foreign currency exchange contracts	$	47.1	March 2025 – June 2025

The following table summarizes the Company’s economic (non-designated) derivative financial instruments outstanding at May 31, 2024:

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments for the periods presented:


		Gain (Loss) Recognized
		In Earnings for the
		Three Months Ended
	Location of Gain (Loss)	February 28,			February 29,
(In millions)	Recognized in Earnings	2025			2024
Commodity contracts	Cost of goods sold	$	0.2		$	(2.1	)
Foreign currency exchange contracts	Miscellaneous income (expense), net		(0.2	)		-
Total		$	-		$	(2.1	)


		Gain (Loss) Recognized
		in Earnings for the
		Nine Months Ended
	Location of Gain (Loss)	February 28,			February 29,
(In millions)	Recognized in Earnings	2025			2024
Commodity contracts	Cost of goods sold	$	(2.9	)	$	1.3
Foreign currency exchange contracts	Miscellaneous income (expense), net		(0.2	)		-
Total		$	(3.1	)	$	1.3

Note 15 – Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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Level 3 – Unobservable inputs for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability and that are significant to the fair value of the assets and liabilities (i.e., allowing for situations in which there is little or no market activity for the asset or liability at the measurement date).

Recurring Fair Value Measurements

At February 28, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:


(In millions)	Level 1		Level 2		Level 3		Totals
Assets
Derivative financial instruments (1)	$	-	$	4.8	$	-	$	4.8
Total assets	$	-	$	4.8	$	-	$	4.8

Liabilities
Derivative financial instruments (1)	$	-	$	9.2	$	-	$	9.2
Total liabilities	$	-	$	9.2	$	-	$	9.2

(1)

The fair value of the Company’s derivative financial instruments is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note 14 – Derivative Financial Instruments and Hedging Activities” for additional information regarding the use of derivative financial instruments.

At May 31, 2024, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:


(In millions)	Level 1		Level 2		Level 3		Totals
Assets
Derivative financial instruments (1)	$	-	$	3.6	$	-	$	3.6
Total assets	$	-	$	3.6	$	-	$	3.6

Liabilities
Derivative financial instruments (1)	$	-	$	4.4	$	-	$	4.4
Total liabilities	$	-	$	4.4	$	-	$	4.4

(1)

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Non-Recurring Fair Value Measurements

At February 28, 2025, the Company’s assets measured at fair value on a non-recurring basis were as follows:


(In millions)	Level 1		Level 2		Level 3		Totals
Assets
Long-lived assets held and used (1)		-		-		1.3		1.3
Total assets	$	-	$	-	$	1.3	$	1.3

(1)

During the third quarter of fiscal 2025, the Company announced plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio. Certain machinery and equipment fixed assets and other long-lived assets were written down to their estimated fair value of $1.3 million based on estimated replacement costs and/or prices for similar assets.

At May 31, 2024, there were no material assets measured at fair value on a non-recurring basis on the consolidated balance sheet.

The fair value of non-derivative financial instruments, including cash and cash equivalents, receivables, income taxes receivable, other assets, accounts payable, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities, approximate carrying value due to their short-term nature.

The carrying value of the Credit Facility was $110.0 million and $148.0 million at February 28, 2025 and May 31, 2024, respectively, and relates to the Credit Facility, which due to its short-term nature, approximates fair value. The remaining fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $2.7 million at February 28, 2025. The carry amount of long-term debt, including current maturities, was $2.2 million at February 28, 2025.

Note 16 – Related Party Transactions

Prior to the Separation, the Company was managed and operated in the normal course of business by the Former Parent. Transactions through November 30, 2023, between the Former Parent and the Company have been accounted for as related party transactions in the accompanying consolidated and combined financial statements, as described below.

Subsequent to the Separation, transactions between the Former Parent and the Company are considered related party transactions, including those subject to agreements entered into with the Former Parent. See “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation” for additional information. The material related party transactions have been disclosed below.

Allocation of General Corporate Costs

The Company had historically operated as part of the Former Parent and not as a stand-alone company. Prior to the Separation, certain support functions were provided to the Company on a centralized basis from the Former Parent, including information technology, human resources, finance, and corporate operations, amongst others, profit sharing and bonuses, and respective surpluses and shortfalls of various planned insurance expenses. For purposes of these consolidated and combined financial statements, these corporate and other shared costs have been attributed to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of the Former Parent’s general corporate expenses are reasonable. Nevertheless, the consolidated and combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect consolidated and combined results of operations, financial position and cash flows had it been a stand-alone public company during the periods presented. Substantially all of the allocated corporate costs are included in SG&A in the consolidated and combined statements of earnings.

The Company’s allocated expenses from the Former Parent, which are substantially recorded in SG&A in the consolidated and combined statements of earnings, were $38.5 million for the nine months ended February 29, 2024, all of which were incurred prior to the Separation.

Following the Separation, the Company independently incurs expenses as a stand-alone company and corporate expenses from the Former Parent are no longer allocated to the Company; therefore, no related amounts were reflected on the Company’s consolidated financial statements for the three months ended February 29, 2024 and for the three months and nine months ended February 28, 2025.

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Attribution of Separation Costs

Separation costs that were incurred by the Former Parent that were directly attributed to the Company to the extent incurred to its direct benefit are presented separately in the consolidated and combined statements of earnings.

Following the Separation, the Company incurred incremental costs related to the Separation, which are reflected on the Company’s consolidated and combined statements of earnings. See “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation” for additional information.

Net Sales to the Former Parent

Prior to the Separation, the Company’s net sales to the Former Parent were considered sales on a carve-out basis, and were included within net sales in the combined statements of earnings. Net sales to the Former Parent totaled $43.8 million for the six months ended November 30, 2023.

Following the Separation, the majority of the Company’s net sales to the Former Parent are subject to the long-term Steel Supply Agreement and are included within net sales in the consolidated statement of earnings. Net sales to the Former Parent totaled $16.5 million and $47.3 million for the three months and nine months ended February 28, 2025, respectively. Net sales to the Former Parent totaled $20.3 million for the three months ended February 29, 2024.

Due to/from the Former Parent

Cash was managed centrally prior to the Separation, so long-term intercompany financing arrangements were used to fund expansion or certain working capital needs. Excluding the TWB Term Loan discussed in “Note 8 – Debt”, debt resulting from these long-term intercompany financing arrangements has been reflected in Net Investment by the Former Parent within equity as applicable in fiscal 2024.

The Former Parent’s note receivable associated with the TWB Term Loan, which matured in annual installments through May 31, 2024, was contributed to the Company in connection with the Separation on December 1, 2023. As a result, the TWB Term Loan balance was eliminated in consolidation following the Separation.

The corresponding interest expense, which accrued at a rate of 5.0% per annum, was $0.5 million for the six months ended November 30, 2023. Interest expense for the three months ended February 29, 2024, was eliminated in consolidation. Refer to “Note 8 – Debt” for additional information.

As of February 28, 2025 and May 31, 2024, the outstanding accounts receivable balance with the Former Parent equaled $6.7 million and $9.7 million, respectively, as a result of the net sales to the Former Parent described above.

Net Investment by the Former Parent

Prior to the Separation, Net Investment by the Former Parent in the combined statements of equity represents the Former Parent’s historical investment in the Company, the net effect of transactions with and allocations from the Former Parent, and the Company’s retained earnings.

Net transfers from/(to) the Former Parent, excluding the $150.0 million distribution, are included within Net Investment by the Former Parent. Additionally, as part of the Separation in the third quarter of fiscal 2024, the Former Parent made a contribution of certain assets and liabilities, including $3.8 million of cash and cash equivalents, to Worthington Steel. There were no subsequent transactions within Net Investment by the Former Parent. The reconciliation of total net transfers to and from the Former Parent to the corresponding amount presented in the Consolidated and Combined Statement of Cash Flows are as follows:

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	Three Months Ended				Nine Months Ended
	February 28,		February 29,		February 28,		February 29,
(In millions)	2025		2024		2025		2024
Total net transfers from/(to) the Former Parent per consolidated and combined changes in equity	$	-	$	11.4	$	-	$	(32.7	)
Less: non-cash net asset contribution from the Former Parent		-		7.6		-		7.6
Less: depreciation expense allocated from the Former Parent		-		-		-		1.2
Less: stock-based compensation		-		-		-		6.1
Total net transfers from/(to) the Former Parent per consolidated and combined statement of cash flows	$	-	$	3.8	$	-	$	(47.6	)

Note 17 – Subsequent Events

On March 19, 2025, Worthington Steel's Board of Directors (the “Board”) declared a quarterly cash dividend of $0.16 per common share payable on June 27, 2025, to shareholders of record at the close of business on June 13, 2025.

On March 25, 2025, Tempel Canada entered into a letter of offer (“Letter”) with Business Development Bank of Canada (“BDC”). Pursuant to the terms of the Letter, BDC has committed to lend Tempel Canada up to CAD $57,500,000 (“Loan”), subject to the satisfaction of customary closing conditions and deliverables. The purpose of the Loan is to fund the construction of a new manufacturing facility to be located in Burlington, Ontario, Canada (“Property”).

The Loan is structured as a construction draw loan. The draw period for the Loan will lapse on March 21, 2026, unless extended by BDC. Monthly interest only payments will be due until July 1, 2026, at which point the Loan will also be subject to monthly amortization payments until maturity. The Loan will accrue interest (a) during the construction period, at a per annum rate equal to BDC’s Floating Base Rate minus 1.75%, and (b) at all times thereafter, at a per annum rate equal to BDC’s Floating Base Rate minus 1.75% or BDC’s Base Rate minus 1.75%, at Tempel Canada’s election. The Loan matures on June 1, 2051.

Worthington Steel will guarantee the payment obligations of Tempel Canada in respect of the Loan, limited to 20% of the Loan amount on the date of any demand. The guaranty is eligible to be released once the Loan balance reaches CAD $40,000,000, subject to the satisfaction of certain conditions. Worthington Steel will also provide customary cost overrun and completion guarantees in respect of the construction of the Property. The obligations of Tempel Canada under the Letter are secured by a mortgage on the Property, an assignment of rents relating to the Property, and a lien on certain equipment and other personal property located on or used in connection with the Property.

The Letter contains representations, covenants and events of default customary for transactions of this nature, including that Tempel Canada will maintain a Total Debt to Tangible Equity Ratio of 1.0 to 1.0 and a Fixed Charge Coverage Ratio of 1.15 to 1.0, each tested annually. Tempel Canada will pay customary fees and expenses in connection with the closing of the Loan.

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Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations


Index		Page

	Introduction	28

	Basis of Presentation	28

	Business Overview	28

	Recent Business Developments	29

	Trends and Factors Impacting our Performance	29

	Results of Operations	32

	Third Quarter – Fiscal 2025 Compared to Fiscal 2024	32

	Year-to-Date – Fiscal 2025 Compared to Fiscal 2024	35

	Liquidity and Capital Resources	39

	Critical Accounting Estimates	41

Unless otherwise indicated, all Note references contained in this MD&A refer to the Notes to Consolidated and Combined Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q.

Introduction

The following discussion and analysis of market and industry trends, business developments, and the results of our operations and financial position, should be read in conjunction with our consolidated and combined financial statements and notes thereto included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. The 2024 Form 10-K includes additional information about our business, operations and consolidated and combined financial position and should be read in conjunction with this Form 10-Q. This MD&A is designed to provide a reader with material information relevant to an assessment of our financial condition and results of operations and to allow investors to view the Company from the perspective of management.

Basis of Presentation

Worthington Steel was formed as an Ohio corporation on February 28, 2023, for the purpose of receiving, pursuant to a reorganization, all of the outstanding equity interests of the steel processing business of the Former Parent. On December 1, 2023, the Separation was completed and Worthington Steel became an independent, publicly traded company. Our financial statements for the periods until the Separation on December 1, 2023, are combined financial statements prepared on a carve-out basis. Our financial statements for the periods beginning on and after December 1, 2023, are consolidated financial statements based on our reported results as a stand-alone company. Accordingly, the third quarter of fiscal 2024, and thereafter, included consolidated and combined financial statements, whereas all prior periods included combined financial statements. For additional information, see “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation.”

Business Overview

We are one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blank industries and are one of the largest global producers of electrical steel laminations. For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer specified solutions, while also providing advanced materials support. Our scale and strategic operating footprint allow us to achieve an advantaged cost structure and service platform. We serve our customers primarily by processing flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. We sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Additionally, we toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct and tolling services based on demand dynamics throughout the year.

Our operations are managed principally on a products and services basis under a single group organizational structure. We own controlling interests in the following operating joint ventures: Spartan, TWB, and WSCP. We also own a controlling interest in WSP, which became a nonoperating joint venture in October 2022, when we completed the divestiture of its remaining net assets.

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The net assets and operating results of these joint ventures are consolidated with the equity owned by the minority joint venture member shown as “Noncontrolling interests” in our consolidated balance sheets, and the noncontrolling interest in net earnings and OCI is shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated and combined statements of earnings and consolidated and combined statements of comprehensive income, respectively. Our remaining joint venture, Serviacero Worthington, is unconsolidated and accounted for using the equity method.

Recent Business Developments

•

We continued to progress on our definitive agreement to acquire a controlling equity stake in the Sitem Group. The Sitem Group produces electric motor laminations and accessory products for automotive and industrial applications in Europe. We have received regulatory approval and expect to close in early fiscal 2026.

•

On March 19, 2025, the Board declared a quarterly cash dividend of $0.16 per common share payable on June 27, 2025 to shareholders of record at the close of business on June 13, 2025.

Trends and Factors Impacting our Performance

The steel processing industry is fragmented and highly competitive. Given the broad base of products and services offered, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements. Our processed steel products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the U.S. and abroad.

General Economic and Market Conditions

We sell our products and services to a diverse customer base and a broad range of end markets. The breakdown of net sales by end market for the three months and nine months ended February 28, 2025, and February 29, 2024, is illustrated below:


	Three Months Ended						Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
	2025			2024			2025			2024
Automotive		52	%		50	%		52	%		52	%
Construction		10	%		13	%		11	%		13	%
Machinery & Equipment		11	%		8	%		10	%		8	%
Agriculture		4	%		5	%		4	%		4	%
Heavy Trucks		4	%		5	%		4	%		5	%
Other		19	%		19	%		19	%		18	%
Total		100	%		100	%		100	%		100	%

The automotive industry is one of the largest consumers of flat-rolled steel in North America, and thus the largest end market for us and our unconsolidated joint venture, Serviacero Worthington. North American vehicle production, including Ford, General Motors and Stellantis North America (the “Detroit Three Automakers”), is a leading indicator of automotive demand. North American vehicle production was down 9% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024, while the Detroit Three Automakers vehicle production was down 15% in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024.

Our remaining net sales are to other markets such as agricultural, appliance, construction, container, energy, heavy truck, HVAC, industrial electric motor, generator, and transformer. Given the many different products that make up our net sales and the wide variety of end markets we serve, it is very difficult to isolate the key market indicators that drive this portion of our business. However, we believe that the trend in U.S. gross domestic product growth (“U.S. GDP”) is a reasonable macroeconomic indicator for analyzing the demand of our end markets other than the automotive industry. U.S. GDP has shown moderate growth, while the U.S Federal Reserve recently decided to keep the benchmark interest rate the same after its action to lower the benchmark interest rate in December 2024.

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Total volume (tons) decreased 11% compared to the prior quarter, with our toll shipments down 15% and shipments to the automotive market down 3% compared to the prior year quarter. Toll volumes were down primarily with our steel mill customers as they required less outside processing to meet their production requirements. Detroit Three Automakers represented 32% and 30% of our consolidated and combined net sales during the third quarter of fiscal 2025 and fiscal 2024, respectively. Similar to the second quarter of fiscal 2025, the decrease in automotive volume was primarily due to deeper-than-expected production cuts at one of the Detroit Three Automakers as it attempted to right size its inventory levels and adjust its commercial strategy. However, it appears this Detroit Three Automaker is making progress to replenish their supply chains in anticipation of improvements in sales. The impact of reduced shipments in the third quarter of fiscal 2025 to this Detroit Three Automaker was partially offset by increases in shipments to other customers within the automotive market. We have won new programs and increased our share in the automotive market. We are beginning to see the volume impact of some of those new programs as these platforms will continue to ramp up over the next several quarters.

During the first, second and third quarters of fiscal 2025, U.S. inflation rates were generally lower as compared to the rates experienced over the past two fiscal years and have to some extent stabilized, however, the U.S. inflation rate remains above the U.S. Federal Reserve targeted rate of 2%. To combat the higher inflation rate, the U.S. Federal Reserve lowered benchmark interest rates three times during fiscal 2025, with the most recent in December 2024. As a result, borrowing costs have generally decreased, and we have benefited from lower rates on our Credit Facility.

We use the following information to monitor our costs and demand in our major end markets:


	Three Months Ended									Nine Months Ended
	February 28,			February 29,						February 28,			February 29,
	2025			2024 (1)			Inc/ (Dec)			2025			2024 (1)			Inc/ (Dec)
U.S. GDP (% growth year-over-year)		2.6	%		3.2	%		(0.6	%)		2.8	%		3.0	%		(0.2	%)
Hot-Rolled Steel ($ per ton)(2)	$	702		$	1,030		$	(328	)	$	694		$	885		$	(191	)
Detroit Three Auto Build (000's vehicles)(3)		1,358			1,600			(242	)		4,605			4,994			(389	)
No. America Auto Build (000's vehicles)(3)		3,332			3,674			(342	)		11,031			11,710			(679	)
Zinc ($ per pound)(4)	$	1.31		$	1.12		$	0.19		$	1.31		$	1.11		$	0.20
Natural Gas ($ per mcf)(5)	$	3.63		$	2.37		$	1.26		$	2.87		$	2.63		$	0.24
On-Highway Diesel Fuel Prices ($ per gallon)(6)	$	3.60		$	3.96		$	(0.36	)	$	3.63		$	4.14		$	(0.51	)

(1)

Fiscal 2024 figures are based on revised actuals

(2)

CRU Hot-Rolled Coil (“HRC”) Index: period average

(3)

S&P Global

(4)

LME Zinc; period average

(5)

NYMEX Henry Hub Natural Gas; period average

(6)

Energy Information Administration; period average

The following table summarizes the concentration percentage of consolidated or combined net sales for the periods presented:


	Three Months Ended						Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
(Percentage of Net Sales)	2025			2024			2025			2024
End Market – Automotive		52	%		50	%		52	%		52	%
Detroit Three Automakers		32	%		30	%		32	%		32	%
Largest Automotive Customer		14	%		13	%		14	%		15	%

While our automotive business is largely driven by the production schedules of the Detroit Three Automakers, our customer base is much broader and includes other domestic automotive manufacturers and many of their suppliers.

Sales for most of our products are generally strongest in our fiscal fourth quarter when our facilities operate at seasonal peaks. Historically, sales have been weaker in our fiscal third quarter, primarily due to reduced seasonal activity in the building and construction industry, as well as customer plant shutdowns due to holidays, particularly in the automotive industry. We do not believe backlog is a significant indicator of our business.

Impact of Raw Material Prices

Our principal raw material is flat-rolled steel, including electrical steel, which we purchase in coils from primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control.

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This volatility can significantly affect our steel costs. In an environment of increasing prices for steel and other raw materials, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are able to pass future price increases in raw materials to our customers, this could positively affect our financial results leading to inventory holding gains. To the extent we are unable to pass future price increases in raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials already in our inventory to complete orders for which the selling prices have decreased, which results in inventory holding losses. Declining steel prices could also require us to write-down the value of our inventories to reflect current market pricing. Further, the number of steel suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past or the alternative supply may only be available at a premium.

The market price of our products is closely related to the price of HRC. The price of benchmark HRC is primarily affected by the demand for steel and the cost of raw materials. Over fiscal 2024, Steel prices declined in the first, second and fourth quarters and more than offset the increase in prices in the third quarter, which resulted in the fiscal 2024 average price being lower as compared to fiscal 2023. Steel prices declined during the first quarter of fiscal 2025, but largely stabilized during the second quarter of fiscal 2025. During the third quarter of fiscal 2025, prices began to rise slightly and direct spreads were impacted by an estimated inventory loss of $1.2 million as compared to an estimated $19.3 million inventory holding gain in the third quarter of fiscal 2024. During the early portion of the fourth quarter of fiscal 2025, HRC prices experienced a more significant increase (approximately $200 in March 2025), primarily as a result of U.S. tariffs on steel and aluminum announced in February 2025. With the recent increase in market pricing, we expect inventory holding gains in the fourth quarter of fiscal 2025.

To manage our exposure to market risk, we attempt to negotiate the best prices for commodities and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of our raw materials; steel is the most significant. These contracts covered periods commensurate with known or expected exposures throughout the periods presented. The derivative financial instruments were executed with highly rated financial institutions.

The following table presents the average quarterly market price per ton of HRC steel during fiscal 2025 (first, second, and third quarters), fiscal 2024, and fiscal 2023:


	Fiscal Year
(Dollars per ton) (1)	2025		2024		2023
1st Quarter	$	690	$	879	$	978
2nd Quarter	$	690	$	747	$	742
3rd Quarter	$	702	$	1,030	$	720
4th Quarter	N/A		$	809	$	1,116
Annual Avg.	$	694	$	866	$	889

(1)

CRU HRC Index: period average No matter how efficient, our operations, which use steel as a raw material, create some amount of scrap.

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The expected price of scrap compared to the price of the steel raw material is factored into pricing. Generally, as the price of steel increases, the price of scrap increases by a similar amount and vice versa. When increases in scrap prices do not keep pace with the increases in the price of the steel raw material, it can have a negative impact on our margins.

Foreign Exchange Rate Risk

Although the substantial majority of our business activity takes place in the U.S., we derive a portion of our revenues and earnings from operations in foreign countries. Our foreign currency exposure primarily consists of the Canadian dollar, Mexican peso, Chinese yuan, Indian rupee, and Euro through our operations in Canada, Mexico, China, India, and Germany, respectively. We have exposure to exchange rate fluctuations, both due to translation and transaction exposures. Translation exposures arise from measuring income statements of foreign subsidiaries with functional currencies other than the U.S. dollar. Transaction exposures involve impacts from 1) input costs that are denominated in currencies other than the local reporting currency and 2) revaluation of working capital balances denominated in currencies other than the functional currency. We have experienced negative foreign exchange impacts, particularly in the second and third quarters of fiscal 2025, due to the weakening of certain foreign currencies versus the U.S. dollar, which have impacted net earnings and cash flows. In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions may lead to a decline in our net earnings and cash flows.

Results of Operations

Third Quarter – Fiscal 2025 Compared to Fiscal 2024

The following table presents a review of the results of operations for the three months ended February 28, 2025, and February 29, 2024.


	Three Months Ended
	February 28,		February 29,		Increase/
(In millions, except volume and per common share amounts)	2025		2024		(Decrease)
Volume (tons)		881,410		985,668		(104,258	)
Net sales	$	687.4	$	805.8	$	(118.4	)
Operating income		18.3		66.3		(48.0	)
Equity income		-		2.9		(2.9	)
Net earnings attributable to controlling interest		13.8		49.0		(35.2	)
Earnings per diluted common share attributable to controlling interest	$	0.27	$	0.98	$	(0.71	)

Net sales totaled $687.4 million in the third quarter of fiscal 2025, down $118.4 million compared to the third quarter of fiscal 2024. The decrease was primarily due to lower volumes and lower direct selling prices. Direct tons sold decreased 7% and toll tons sold decreased 15% in the third quarter of fiscal 2025 compared to the prior year quarter. Toll volumes were down primarily with our steel mill customers as they required less outside processing to meet their production requirements. Direct selling prices decreased 8% in the third quarter of fiscal 2025 compared to the prior year quarter. The mix of direct versus toll volumes was 57% to 43% in the third quarter of fiscal 2025 compared to 55% to 45% in the prior year quarter.

Gross Margin


	Three Months Ended
	February 28,		% of			February 29,		% of			Increase/
(In millions)	2025		Net sales			2024		Net sales			(Decrease)
Gross margin	$	81.2		11.8	%	$	120.1		14.9	%	$	(38.9	)

Gross margin decreased $38.9 million over the prior year quarter to $81.2 million, primarily due to unfavorable direct spreads (sales less material costs), and, to a lesser extent lower volume. Direct spreads, down $22.5 million, were impacted by a $20.5 million unfavorable change from an estimated $19.3 million inventory holding gain in the third quarter of fiscal 2024 compared to estimated $1.2 million inventory holding loss in the third quarter of fiscal 2025.

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Selling, General and Administrative Expense


	Three Months Ended
	February 28,		% of			February 29,		% of			Increase/
(In millions)	2025		Net sales			2024		Net sales			(Decrease)
Selling, general and administrative expense	$	54.6		7.9	%	$	52.8		6.6	%	$	1.8

SG&A increased $1.8 million over the prior year quarter primarily due to an additional $1.3 million of professional fees associated with the Sitem Group Transaction and increased wage and benefit costs.

Other Operating Items


	Three Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Impairment of assets	$	7.4	$	-	$	7.4
Restructuring and other expense, net		0.9		-		0.9
Separation costs		-		1.0		(1.0	)

Impairment of assets in the third quarter of fiscal 2025 included the recognition of a $1.3 million pre-tax impairment charge related to an indefinite-lived in-process research and development intangible asset that was determined to be fully impaired. Additionally, due to the announced plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio, we recognized a $6.1 million pre-tax impairment charge on the disposal group assets. Refer to “Note 4 – Impairment of Assets” for additional information.

Restructuring and other expense, net in the third quarter of fiscal 2025 was driven by TWB’s VRP, which is expected to accelerate the normal retirement attrition process and result in future cost savings. In connection with the VRP, we recognized $0.9 million in severance expenses during the third quarter of fiscal 2025.

Separation costs decreased by $1.0 million in the third quarter of fiscal 2025 as the Separation was finalized on December 1, 2023, which was the first day of the third quarter of fiscal 2024. No additional Separation costs are expected subsequent to fiscal 2024, and no Separation costs were recognized in fiscal 2025. Refer to “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation” for additional information.

Miscellaneous Income (Expense), Net


	Three Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Miscellaneous income (expense), net	$	0.2	$	0.1	$	0.1

Miscellaneous income (expense), net increased $0.1 million from the third quarter of fiscal 2024 primarily due to lower foreign currency remeasurement losses, including foreign currency exchange contracts related to economic (non-designated) derivative financial instruments, in the third quarter of fiscal 2025.

Interest Expense, Net


	Three Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Interest expense, net	$	1.4	$	2.9	$	(1.5	)

Interest expense, net decreased $1.5 million from the third quarter of fiscal 2024, primarily due to lower average debt levels and lower average interest rates associated with the borrowings under the Credit Facility. Refer to “Note 8 – Debt” for additional information.

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Equity Income


	Three Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Serviacero Worthington	$	-	$	2.9	$	(2.9	)

Equity income at Serviacero Worthington decreased $2.9 million from the third quarter of fiscal 2024, driven by lower volumes and unfavorable foreign currency exchange impacts.

Income Taxes


	Three Months Ended
	February 28,		Effective			February 29,		Effective			Increase/
(In millions)	2025		Tax Rate			2024		Tax Rate			(Decrease)
Income tax expense	$	5.0		26.7	%	$	14.0		22.2	%	$	(9.0	)

Income tax expense was $5.0 million in the third quarter of fiscal 2025 compared to $14.0 million in the third quarter of fiscal 2024. The decrease in income tax expense was primarily driven by lower pre-tax earnings. The income tax expense in the current quarter resulted in an effective tax rate of 26.7%, compared to 22.2% for the prior year quarter. For additional information regarding our income taxes, refer to “Note 11 – Income Taxes.”

Adjusted EBIT

We evaluate operating performance on the basis of adjusted earnings before interest and taxes (“adjusted EBIT”). EBIT, a non-GAAP financial measure, is calculated by adding interest expense and income tax expense to net earnings attributable to controlling interest. Adjusted EBIT, a non-GAAP financial measure, excludes impairment and restructuring expense (income), net, but may also exclude other items, as described below, that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Adjusted EBIT is used by management to evaluate operating performance and engage in financial and operational planning, because we believe that this financial measure provides additional perspective on the performance of our ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in our businesses and enable investors to evaluate operations and future prospects in the same manner as management.

The following table provides a reconciliation of net earnings attributable to controlling interest (the most comparable GAAP financial measure) to adjusted EBIT for the periods presented:


	Three Months Ended
	February 28,		February 28,
(In millions)	2025		2024
Net earnings attributable to controlling interest (GAAP)	$	13.8	$	49.0
Interest expense, net		1.4		2.9
Income tax expense		5.0		14.0
EBIT (non-GAAP)		20.2		65.9
Impairment of assets (1)		4.6		-
Restructuring and other expense, net (2)		0.5		-
Separation costs (3)		-		1.0
Adjusted EBIT (non-GAAP)	$	25.3	$	66.9

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(1)

Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Non-cash impairment charges in the third quarter of fiscal 2025 were driven by 1) an indefinite-lived in-process research and development intangible asset that was determined to be fully impaired and 2) our plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio, and excludes the noncontrolling interest portion of impairment of assets of $2.8 million. For additional information regarding impairment activity, refer to “Note 4 – Impairment of Assets.”

(2)

Restructuring activities consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). In third quarter of fiscal 2025, TWB announced a VRP. In connection with the VRP, we recognized $0.9 million in severance expenses during the third quarter of fiscal 2025, which is recorded in restructuring and other expense, net, and excludes the noncontrolling interest portion of restructuring and other expenses, net of $0.4 million. For additional information regarding restructuring activities, refer to “Note 5 – Restructuring and Other Expense, Net.”

(3)

Separation costs reflect the direct and incremental costs incurred in connection with the Separation. These costs have been directly attributed to us to the extent incurred to our direct benefit, and include third-party advisory fees, certain employee-related costs and non-recurring costs associated with the separation of shared corporate functions.

Adjusted EBIT in the third quarter of fiscal 2025 was down $41.6 million compared to the third quarter of fiscal 2024 primarily due to a $38.9 million decrease in gross margin which was impacted by a $20.5 million unfavorable change from an estimated $19.3 million inventory holding gain in the third quarter of fiscal 2024 compared to an estimated $1.2 million inventory holding loss in the third quarter of fiscal 2025 and lower volume. Additionally, there was a $1.8 million increase in SG&A as compared to the prior year quarter, which was driven by an increase in wage and benefit costs and professional fees associated with the Sitem Group Transaction, and lower equity earnings at Serviacero Worthington.

Year-to-Date – Fiscal 2025 Compared to Fiscal 2024

The following table presents a review of the results of operations for the nine months ended February 28, 2025 and February 29, 2024.


	Nine Months Ended
	February 28,		February 29,		Increase/
(In millions, except volume and per common share amounts)	2025		2024		(Decrease)
Volume (tons)		2,811,572		2,977,808		(166,236	)
Net sales	$	2,260.4	$	2,519.6	$	(259.2	)
Operating income		80.6		127.2		(46.6	)
Equity income		0.4		15.7		(15.3	)
Net earnings attributable to controlling interest		55.0		101.5		(46.5	)
Earnings per diluted common share attributable to controlling interest (1)	$	1.09	$	2.05	$	(0.96	)

(1)

On December 1, 2023, there were approximately 49.3 million common shares outstanding following the Distribution. The computation of basic and diluted earnings per common share for all periods through November 30, 2023, was calculated (a) using this same number of common shares outstanding since no Worthington Steel equity awards were outstanding as of the Separation Date and (b) net of Net earnings attributable to noncontrolling interest as such interest is fully associated with continuing operations.

Net sales totaled $2,260.4 million in the current year period, down $259.2 million from the prior year period. The decrease was primarily due to lower volumes and lower direct selling prices. Direct tons sold decreased 5% and toll tons sold decreased 6% in the current year period compared to the prior year period. Direct selling prices decreased 6% in the current year period compared to the prior year period. The mix of direct versus toll volumes was 56% to 44% in both the current year period and the prior year period.

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Gross Margin


	Nine Months Ended
	February 28,		% of			February 29,		% of			Increase/
(In millions)	2025		Net sales			2024		Net sales			(Decrease)
Gross margin	$	261.6		11.6	%	$	308.8		12.3	%	$	(47.2	)

Gross margin decreased $47.2 million over the prior year period to $261.6 million, primarily due to lower direct volume and, to a lesser extent, unfavorable direct spreads (sales less material costs) in the current year period compared with the prior year period. Direct volumes, down 5% compared with the prior year period, unfavorably impacted gross margin by $34.6 million. Direct spreads, down $11.6 million, were impacted by a $31.2 million unfavorable change from zero estimated inventory holding losses in the prior year period to estimated $31.2 million inventory holding losses in the current period.

Selling, General and Administrative Expense


	Nine Months Ended
	February 28,		% of			February 29,		% of			Increase/
(In millions)	2025		Net sales			2024		Net sales			(Decrease)
Selling, general and administrative expense	$	172.7		7.6	%	$	160.7		6.4	%	$	12.0

SG&A increased $12.0 million over the prior year period primarily due to increased wage and benefit costs, incremental costs of being a stand-alone public company following the Separation, a $2.5 million increase in bad debt expenses, and $3.3 million of professional fees associated with the Sitem Group Transaction.

Other Operating Items


	Nine Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Impairment of assets	$	7.4	$	1.4	$	6.0
Restructuring and other expense, net		0.9		-		0.9
Separation costs		-		19.5		(19.5	)

Impairment of assets in the current year period was driven by the recognition of a $1.3 million pre-tax impairment charge related to an indefinite-lived in-process research and development intangible asset that was determined to be fully impaired. Additionally, due to the announced plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio, we recognized a $6.1 million pre-tax impairment charge on the disposal group assets. Impairment of assets in the prior year period was driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment of WSCP’s former toll processing facility in Cleveland, Ohio. Refer to “Note 4 – Impairment of Assets” for additional information.

Separation costs decreased by $19.5 million in the prior year period as the Separation was finalized on December 1, 2023, which was the first day of the third quarter of fiscal 2024. No additional Separation costs are expected subsequent to fiscal 2024, and no Separation costs were recognized in the current year period. Refer to “Note 1 – Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation” for additional information.

Miscellaneous Income (Expense), Net


	Nine Months Ended
	February 28,			February 29,		Increase/
(In millions)	2025			2024		(Decrease)
Miscellaneous income (expense), net	$	(1.9	)	$	1.6	$	(3.5	)

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Miscellaneous income (expense), net decreased $3.5 million from the prior year period primarily due to $4.4 million of expense related to the first quarter fiscal 2025 recognition of a tax indemnity payable to the former owners of Tempel associated with the final favorable ruling in a pre-acquisition tax matter in one of the jurisdictions in which Tempel operates. Additionally, in the current year period foreign currency remeasurement losses were $2.5 million compared to foreign currency remeasurement gains of $0.5 million in the prior year period, primarily related to Tempel and TWB operations in Mexico.

The decreases from the prior year period were offset by the annuitization of a portion of the total projected benefit obligation of the inactive Tempel Steel Pension Plan, resulting in a pre-tax, non-cash settlement gain of $2.7 million to accelerate a portion of deferred pension cost. Additionally, we recognized a pre-tax gain of $1.5 million sale of unused land in China.

Interest Expense, Net


	Nine Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Interest expense, net	$	6.1	$	3.6	$	2.5

Interest expense, net increased $2.5 million from the prior year period primarily due to higher average debt levels associated with borrowings under the Credit Facility utilized to fund the $150.0 million distribution to the Former Parent in connection with the Separation. This was partially offset by a reduction of interest expense associated with the TWB Term Loan, which was contributed to us in connection with the Separation on December 1, 2023, as well as by the reduction in interest expense in the current year period as compared to the prior year period due to the outstanding short-term borrowings under the AR Facility, which was terminated in June 2023. Refer to “Note 8 – Debt” for additional information.

Equity Income


	Nine Months Ended
	February 28,		February 29,		Increase/
(In millions)	2025		2024		(Decrease)
Serviacero Worthington	$	0.4	$	15.7	$	(15.3	)

Equity income at Serviacero Worthington decreased $15.3 million over the prior year period driven by lower volume and lower direct spreads in the current year period due to inventory holding gains in the prior year period not realized in the current year period, as well as unfavorable foreign currency exchange impacts.

Income Taxes


	Nine Months Ended
	February 28,		Effective			February 29,		Effective			Increase/
(In millions)	2025		Tax Rate			2024		Tax Rate			(Decrease)
Income tax expense	$	12.6		18.7	%	$	28.5		21.9	%	$	(15.9	)

Income tax expense was $12.6 million for the current year period compared to $28.5 million for the prior year period. The decrease in income tax expense was driven by lower pre-tax earnings and the recognition of a $4.4 million net tax benefit related to pre-acquisition matters at Tempel. Income tax expense in the current year period resulted in an effective tax rate of 18.7% compared to 21.9% for the prior year period. For additional information regarding our income taxes, refer to “Note 11 – Income Taxes.”

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Adjusted EBIT

The following table provides a reconciliation of net earnings attributable to controlling interest (the most comparable GAAP financial measure) to adjusted EBIT for the periods presented:


	Nine Months Ended
	February 28,			February 29,
(In millions)	2025			2024
Net earnings attributable to controlling interest (GAAP)	$	55.0		$	101.5
Interest expense, net		6.1			3.6
Income tax expense		12.6			28.5
EBIT (non-GAAP)		73.7			133.6
Impairment of assets (1)		4.6			0.9
Restructuring and other expense, net (2)		0.5			-
Separation costs (2)		-			19.5
Tax indemnification adjustment (3)		4.4			-
Pension settlement gain (4)		(2.7	)		-
Gain on land sale (5)		(1.5	)		-
Adjusted EBIT (non-GAAP)	$	79.0		$	154.0

(1)

Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Non-cash impairment charges in the current year period were driven by 1) an indefinite-lived in-process research and development intangible asset that was determined to be fully impaired and 2) our plans to combine WSCP’s Cleveland, Ohio toll processing manufacturing facility into its existing manufacturing facility in Twinsburg, Ohio, and excludes the noncontrolling interest portion of impairment of assets of $2.8 million. Non-cash impairment charge in the prior year period was driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment at WSCP’s former toll processing facility in Cleveland, Ohio, and excludes the noncontrolling interest portion of impairment of assets of $0.5 million. For additional information regarding impairment activity, refer to “Note 4 – Impairment of Assets.”

(2)

Restructuring activities consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). In the current year period, TWB announced a VRP. In connection with the VRP, the Company recognized $0.9 million in severance expenses during the current year period, which is recorded in restructuring and other expense, net, and excludes the noncontrolling interest portion of restructuring and other expenses, net of $0.4 million. For additional information regarding restructuring activities, refer to “Note 5 – Restructuring and Other Expense, Net.”

(3)

(4)

Tax indemnification adjustment reflects the income tax benefit and indemnification payable adjustments reported in Miscellaneous income (expense), net and income tax expense related to an indemnification agreement with the former owners of Tempel as a result of a first quarter fiscal 2025 favorable tax ruling in one of the jurisdictions in which Tempel operates. The indemnification agreement, which was entered into with the former Tempel owners at the time we acquired Tempel, provides protection to us from rulings by tax authorities regarding events that occurred through the acquisition date.

(5)

Pension settlement gain reflects the pension lift-out transaction to transfer a portion of the total projected benefit obligation of the Tempel pension plan to a third-party insurance company, which resulted in a pre-tax non-cash charge, is excluded as it is not part of our ongoing operations.

(6)

Gain on land sale reflects the sale of unused land on the campus of Tempel China, which resulted in a pre-tax gain, is excluded as it is not part of our ongoing operations.

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Adjusted EBIT was down $75.0 million compared to the prior year period primarily due to a $47.2 million decrease in gross margin, $15.3 million decrease in equity earnings at Serviacero Worthington, and a $12.0 million increase in SG&A compared to the prior year period.

Liquidity and Capital Resources

Historically, we financed our working capital requirements through cash flows from operating activities and arrangements with the Former Parent. Upon completion of the Separation, we ceased such arrangements with the Former Parent and secured independent debt financing in the form of the Credit Facility. Our capital structure, long-term commitments, and liquidity sources have thus changed from our prior practices. Our ability to fund our operating needs is dependent upon our ability to continue to generate positive cash flow from operations, and on our ability to maintain our debt financing on acceptable terms.

Our primary ongoing requirements for cash are expected to be for working capital, funding of acquisitions, dividend payments, debt redemptions and capital expenditures. We believe that our sources of liquidity, including our cash balances, the funds generated by our operating activities and the funds accessible to us through the Credit Facility, are adequate to fund our operations for the next 12 months and for the foreseeable future and will allow us to meet our current and long-term obligations and strategic initiatives. However, there can be no assurances that our current sources of liquidity and capital resources will continue to be sufficient for our needs or that we will be able to obtain additional debt or equity financing on acceptable terms in the future. A more detailed description regarding our capital structure changes can be found elsewhere in this MD&A as well as in the “Financing Activities” section below.

During the nine months ended February 28, 2025, we generated $176.4 million of cash from operating activities and invested $84.9 million in property, plant and equipment. Additionally, we made net debt repayments of $38.0 million under the Credit Facility, and we paid dividends of $23.9 million. The following table summarizes our consolidated and combined cash flows for the periods presented.


	Nine Months Ended
	February 28,			February 29,
(In millions)	2025			2024
Net cash provided by operating activities	$	176.4		$	163.9
Net cash used in investing activities		(83.8	)		(78.8	)
Net cash used in financing activities		(69.5	)		(57.0	)
Increase in cash and cash equivalents		23.1			28.1
Cash and cash equivalents at beginning of period		40.2			32.7
Cash and cash equivalents at end of period	$	63.3		$	60.8

We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused borrowing capacity available on the Credit Facility.

We believe we could access the financial markets to be in a position to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions and a heightened interest rate environment could create volatility in the financial markets, which may impact our ability to access capital and the terms under which we can do so. We will continue to monitor the economic environment and its impact on our operations and liquidity needs.

We routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. While we believe we currently have adequate capital, should we seek additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs.

Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

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Net cash provided by operating activities was $176.4 million during the nine months ended February 28, 2025, compared to $163.9 million net cash provided by operating activities during the nine months ended February 29, 2024. This change was primarily due to a $48.7 million increase in cash from net operating working capital (accounts receivable, inventories, and accounts payable), driven by the reduction in average steel prices over the prior year period. Additionally, we received dividends totaling $12.8 million from Serviacero Worthington in the current year period as compared to $0 in the prior year period. These increases were partially offset by the reduction of $13.8 million related to accrued compensation and employee benefits due to the paydown of those related liabilities, as well as lower overall net earnings.

Investing Activities

Net cash used in investing activities was $83.8 million during the nine months ended February 28, 2025, compared to $78.8 million during the nine months ended February 29, 2024. In the current year period, the driver of net cash used in investing activities was primarily related to capital expenditures, which were substantially related to the previously announced strategic expansions of our electrical steel operations in Mexico and Canada to service the automotive and transformer markets, respectively, as well as certain other assets. In the prior year period, we paid $21.0 million, net of cash acquired, for the acquisition of Voestalpine Nagold. See Note 13 – “Acquisitions” for further information.

Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such opportunities may require additional financing. However, there can be no assurance that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms. We estimate our annual maintenance capital needs to be between approximately $35.0 million and $40.0 million.

Financing Activities

Net cash used in financing activities was $69.5 million during the nine months ended February 28, 2025, compared to net cash used in financing activities of $57.0 million during the nine months ended February 29, 2024. The increase in net cash used in financing activities in the current year period was primarily due to $23.9 million of dividends paid to shareholders of our common shares. No dividends to shareholders of our common shares were paid during the prior year period as the first dividend declared after the Separation was paid in March 2024. The current year period included net short-term repayments of $38.0 million under our Credit Facility (see the “Revolving credit facility” section below). In the prior year period, there were net short-term borrowings of $144.4 million from our Credit Facility, which were primarily to fund the $150.0 million distribution to the Former Parent.

Revolving credit facility – We entered into the Credit Facility on November 30, 2023, immediately prior to the Separation. The Credit Facility allows for borrowings of up to $550.0 million, to the extent secured by eligible accounts receivable and inventory balances at period end, which consist primarily of U.S. dollar denominated account balances. Individual amounts drawn under the Credit Facility will have interest periods of up to six months and will accrue interest at rates equal to an applicable margin over the applicable term SOFR Rate, plus a SOFR adjustment. We incurred approximately $2.7 million of issuance costs, of which $2.5 million will be amortized to interest expense over the five-year Credit Facility term and are reflected in other assets.

As of February 28, 2025, we were in compliance with the financial covenants of the Credit Facility. The Credit Facility does not include credit rating triggers. There were $110.0 million outstanding borrowings drawn against the Credit Facility at February 28, 2025, leaving a borrowing capacity of $440.0 million, subject to the eligible borrowing base, available for use. At February 28, 2025 and May 31, 2024, the available borrowing capacity was $217.1 million and $307.6 million, respectively. Under the Credit Facility, we may extend borrowings up to the maturity date subject to the eligible borrowing base.

Canadian Government Regional Economic Growth Loan – Tempel Canada entered into a loan through the Canadian Government’s Regional Economic Growth Innovation program and received the first distribution of CAD $3.2 million (approximately USD $2.2 million, which is 90% of the total available through the program) during the third quarter of fiscal 2025. The loan is interest free and is for an amount of up to CAD $3.5 million. The loan, which is at 0% interest, is scheduled to be paid off in sixty equal installments beginning April 1, 2027, with the final payment due March 1, 2032. There were no debt issuance costs associated with the loan.

Common shares – Prior to the Separation, our common shares were owned by the Former Parent. After the Separation was completed as described in “Note 10 – Equity”, there were 49.3 million shares issued and outstanding. On December 1, 2023, the common shares began trading on the NYSE under the ticker symbol “WS.”

On March 19, 2025, the Board declared a quarterly cash dividend of $0.16 per common share payable on June 27, 2025, to shareholders of record at the close of business on June 13, 2025.

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There were no common shares purchased by Worthington Steel during the period presented as part of publicly announced plans or programs.

Dividend Policy

We currently have no material contractual or regulatory restrictions on the payment of dividends provided that no event of default exists under the Credit Facility and it meets the minimum availability threshold thereunder. Dividends are declared at the discretion of the Board. The Board reviews the dividend quarterly and establishes the dividend rate based upon our consolidated financial condition, results of operations, capital requirements, current and projected cash flows, business prospects, and other relevant factors. There is no guarantee that we will continue the payments of dividends in the future or that any dividends declared by the Board in the future will be similar in amount or timing to any dividends previously declared by the Board.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated and combined financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience, current trends and other factors that we believe to be relevant and reasonable under the circumstances at the time the estimate was made. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting estimates are defined as those that reflect our significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions. Although actual results historically have not deviated significantly from those determined using our estimates, our financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such estimates. Our critical accounting estimates have not significantly changed from those discussed in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of the 2024 Form 10-K.

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Item 3. – Quantitative and Qualitative Disclosures About Market Risk

Market risks have not materially changed from those disclosed in “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2024 Form 10-K.

Item 4. – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that Worthington Steel files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including Worthington Steel’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, under the supervision of and with the participation of Worthington Steel’s principal executive officer and principal financial officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q (the quarterly period ended February 28, 2025). Based on that evaluation, Worthington Steel’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures designed at the reasonable assurance level and were effective at a reasonable assurance level as of the end of the quarterly period covered by this Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the period covered by this Form 10-Q (the quarterly period ended February 28, 2025) in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. – Legal Proceedings

We are involved in various judicial and administrative proceedings, as both plaintiff and defendant, arising in the ordinary course of business. We do not believe that any such proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. – Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “PART I – Item 1A. – Risk Factors” of the 2024 Form 10-K available at www.sec.gov or at www.worthingtonsteel.com, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in the 2024 Form 10-K. These risk factors should be read carefully when evaluating our business and investments in the common shares and in connection with the forward-looking statements and other information contained in this Form 10-Q. Any of the risks described in the 2024 Form 10-K could materially affect our business, consolidated and combined financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in the 2024 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, consolidated financial condition and/or future results.

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There were no equity securities of Worthington Steel sold by Worthington Steel during the period covered by this Form 10-Q, that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

Common shares withheld to cover tax withholding obligations in connection with the vesting of restricted stock awards and performance share awards are treated as common share repurchases. Those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan. The table below provides information regarding common shares withheld from our employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted common shares. The presentation of the table below and related footnotes represent full common share amounts.


					Total Number of
					Common Shares
					Purchased as		Maximum Number of
	Total Number		Average Price		Part of Publicly		Common Shares that
	of Common		Paid per		Announced		May Yet Be
	Shares		Common		Plans or		Purchased Under the
Period	Purchased		Share		Programs (1)		Plans or Programs (2)
December 1-31, 2024		28,910	$	38.27		-		-
January 1-31, 2025		2,858		28.99		-		-
February 1-28, 2025		194		26.67		-		-
Total		31,962	$	37.37		-

(1)

There were no common shares purchased during the period presented as part of publicly announced plans or programs.

(2)

No publicly announced plans or programs existed for the period presented.

Item 3. – Defaults Upon Senior Securities

Not applicable.

Item 4. – Mine Safety Disclosures Item 5.

Not applicable.

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– Other Information

During the third quarter of fiscal 2025, no director or officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. – Exhibits


		Incorporated by Reference

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
2.1	Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.	8-K	2.1	12/5/2023

3.1	Amended Articles of Incorporation of Worthington Steel, Inc.	8-K	3.1	12/5/2023

3.2	Amended Regulations of Worthington Steel, Inc.	8-K	3.2	12/5/2023

31.1*	Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer)

31.2*	Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer)

32.1**	Section 1350 Certification of Principal Executive Officer

32.2**	Section 1350 Certification of Principal Financial Officer

101*	Inline XBRL Document Set for the condensed consolidated and combined financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith

**Furnished herewith

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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 thereunto duly authorized.


		WORTHINGTON STEEL, INC.

Date: April 11, 2025	By:	/s/ Timothy A. Adams
		Timothy A. Adams,
		Vice President and Chief Financial Officer
		(On behalf of the Registrant as Duly Authorized Officer and as Principal Financial Officer)

EX-31.1 2 ws-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

RULE 13a-14(a) / 15d-14(a)

CERTIFICATIONS (PRINCIPAL EXECUTIVE OFFICER)

CERTIFICATIONS

I, Geoffrey G. Gilmore, certify that:

I have reviewed this quarterly report on Form 10-Q of Worthington Steel, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 11, 2025	By:	/s/ Geoffrey G. Gilmore
		Geoffrey G. Gilmore,
		Chief Executive Officer and President

EX-31.2 3 ws-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

RULE 13a-14(a) / 15d-14(a)

CERTIFICATIONS (PRINCIPAL FINANCIAL OFFICER)

CERTIFICATIONS

I, Timothy A. Adams, certify that:

I have reviewed this quarterly report on Form 10-Q of Worthington Steel, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 11, 2025	By:	/s/ Timothy A. Adams
		Timothy A. Adams,
		Vice President and Chief Financial Officer

EX-32.1 4 ws-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) of Worthington Steel, Inc. (the “Company”), I, Geoffrey G. Gilmore, Chief Executive Officer and President of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Geoffrey G. Gilmore
			Printed Name: Geoffrey G. Gilmore
			Title: Chief Executive Officer and President
Date: April 11, 2025

*These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Worthington Steel, Inc. specifically incorporates these certifications by reference.

EX-32.2 5 ws-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) of Worthington Steel, Inc. (the “Company”), I, Timothy A. Adams, Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Timothy A. Adams
			Printed Name: Timothy A. Adams
			Title: Vice President and Chief Financial Officer
Date: April 11, 2025