Worthington Enterprises, Inc. (NYSE: WOR) formerly Worthington
Industries, Inc., a leading industrial manufacturing company, today
completed the previously announced separation of its Steel
Processing business, Worthington Steel, Inc., into a standalone,
publicly traded company. Worthington Steel common stock begins
“regular-way” trading on the New York Stock Exchange (NYSE) today
under the ticker symbol “WS”. Worthington Enterprises common stock
continues trading on the NYSE under the ticker symbol “WOR”.
Andy Rose, president and chief executive officer,
Worthington Enterprises, said, “Today is a major milestone in
Worthington’s history. As separate companies, both Worthington
Enterprises and Worthington Steel will be better able to serve
their respective customers, deliver on their more focused strategic
priorities and create superior long-term shareholder value. I want
to thank our teams for their hard work successfully executing this
separation, and I look forward to seeing all that both companies
will accomplish going forward.”
The spin-off distribution was completed at 12:01
a.m. ET on Dec. 1, 2023, to shareholders of record as of the close
of business on Nov. 21, 2023 (the “Record Date”). Worthington
Enterprises shareholders received one common share of Worthington
Steel for every one common share of Worthington Industries they
held on the Record Date.
As a more focused company, Worthington Enterprises
is a market-leading designer and manufacturer of innovative
Building Products, Consumer Products and Sustainable Energy
Solutions. Worthington Enterprises is well-positioned to capitalize
on key trends in sustainability, technology, remodeling and
construction and outdoor living. Worthington Enterprises will
continue to pursue a growth strategy focused on leveraging its
robust new product pipeline of innovative, sustainable,
tech-enabled solutions to disrupt mature markets.
Worthington Steel (NYSE: WS) is a metals processor
that partners with customers to deliver highly technical and
customized solutions. Worthington Steel’s expertise in carbon
flat-roll steel processing, electrical steel lamination and tailor
welding are driving steel toward a more sustainable future. As one
of the most trusted metals processors in North America, Worthington
Steel and its 4,500 employees harness the power of steel to advance
customers’ visions. Headquartered in Columbus, Ohio, Worthington
Steel operates 31 facilities in seven states and five
countries.
Goldman Sachs & Co. LLC served as
Worthington’s lead financial advisor and Latham & Watkins LLP
served as primary legal counsel.
About Worthington Enterprises
Worthington Enterprises (NYSE: WOR) is a designer and manufacturer
of market-leading brands that help enable people to live safer,
healthier and more expressive lives. Worthington Enterprises
operates with three segments: Building Products, Consumer Products
and Sustainable Energy Solutions. Worthington’s emphasis on
innovation and transformation extends to building products
including water systems, heating and cooling solutions,
architectural and acoustical grid ceilings and metal framing and
accessories, and consumer products in tools, outdoor living and
celebrations categories sold under brand names Coleman®,
Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®,
Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and
Hawkeye™. Worthington Enterprises also serves the growing global
hydrogen ecosystem through on-board fueling systems and gas
containment solutions.
Founded in 1955 as Worthington Industries,
Worthington Enterprises follows a people-first Philosophy with
earning money for its shareholders as its first corporate goal.
Worthington Enterprises achieves this outcome by empowering its
employees to innovate, thrive and grow with leading brands in
attractive markets that improve everyday life. Headquartered in
Columbus, Ohio, Worthington Enterprises employs approximately 5,000
people throughout North America and Europe. Worthington Enterprises
engages deeply with local communities where it has operations
through volunteer efforts and The Worthington Companies Foundation,
participates actively in workforce development programs and reports
annually on its corporate citizenship and sustainability efforts.
For more information, visit worthingtonenterprises.com.
Safe Harbor Statement
Worthington Enterprises (“the Company”) wishes to
take advantage of the Safe Harbor provisions included in the
Private Securities Litigation Reform Act of 1995 (the “Act”).
Statements by the Company relating to the separation of Worthington
Steel; the anticipated benefits of the separation; the expected
financial and operating performance of, and future opportunities
for, each company following the separation; the tax treatment of
the transaction; the leadership of each company following the
separation; and other non-historical matters constitute
“forward-looking statements” within the meaning of the Act.
Forward-looking statements may be characterized by terms such as
“believe,” “anticipate,” “should,” “would,” “intend,” “plan,”
“will,” “expect,” “estimate,” “project,” “positioned,” “strategy,”
“targets,” “aims,” “seeks,” “sees” and similar expressions. Because
they are based on beliefs, estimates and assumptions,
forward-looking statements are inherently subject to risks and
uncertainties that could cause actual results to differ materially
from those projected. Any number of factors could affect actual
results, including, without limitation, our ability to successfully
separate the two companies and realize the anticipated benefits of
the separation; the risks, uncertainties and impacts related to the
COVID-19 pandemic - the duration, extent and severity of which is
impossible to predict, including the possibility of future
resurgence in the spread of COVID-19 or variants thereof - and the
availability, effectiveness and acceptance of vaccines, and other
actual or potential public health emergencies and actions taken by
governmental authorities or others in connection therewith; the
effect of national, regional and global economic conditions
generally and within major product markets, including significant
economic disruptions from COVID-19, the actions taken in connection
therewith and the implementation of related fiscal stimulus
packages; the effect of conditions in national and worldwide
financial markets, including inflation and increases in interest
rates, and with respect to the ability of financial institutions to
provide capital; the impact of tariffs, the adoption of trade
restrictions affecting the Company’s products or suppliers, a
United States withdrawal from or significant renegotiation of trade
agreements, the occurrence of trade wars, the closing of border
crossings, and other changes in trade regulations or relationships;
changing oil prices and/or supply; product demand and pricing;
changes in product mix, product substitution and market acceptance
of the Company’s products; volatility or fluctuations in the
pricing, quality or availability of raw materials (particularly
steel), supplies, transportation, utilities, labor and other items
required by operations (especially in light of Russia’s invasion of
Ukraine); the outcome of adverse claims experience with respect to
workers’ compensation, product recalls or product liability,
casualty events or other matters; effects of facility closures and
the consolidation of operations; the effect of financial
difficulties, consolidation and other changes within the steel,
automotive, 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 (especially in
light of Russia’s invasion of Ukraine), foreign currency exchange
rate exposure and the acceptance of the Company’s products in
global markets; the ability to improve and maintain processes and
business practices to keep pace with the economic, competitive and
technological environment; the effect of inflation and interest
rate increases, which may negatively impact the Company’s
operations and financial results; deviation of actual results from
estimates and/or assumptions used by the Company in the application
of its significant accounting policies; the level of imports and
import prices in the Company’s markets; the impact of environmental
laws and regulations or the actions of the United States
Environmental Protection Agency or similar regulators which
increase costs or limit the Company’s ability to use or sell
certain products; the impact of increasing environmental,
greenhouse gas emission and sustainability regulations; the impact
of judicial rulings and governmental regulations, both in the
United States and abroad, including those adopted by the United
States Securities and Exchange Commission (“SEC”) and other
governmental agencies as contemplated by the Coronavirus Aid,
Relief and Economic Security (CARES) Act, the Consolidated
Appropriations Act, 2021, the American Rescue Act of 2021, and the
Dodd-Frank Wall Street Reform and the Consumer Protection Act of
2010; the effect of healthcare laws in the United States and
potential changes for such laws, which may increase the Company’s
healthcare and other costs and negatively impact the Company’s
operations and financial results; the effect of tax laws in the
U.S. and potential changes for such laws, which may increase the
Company’s costs and negatively impact its operations and financial
results; cyber security risks; the effects of privacy and
information security laws and standards; and other risks described
from time to time in the filings of Worthington Industries, Inc.
with the SEC, including those described in “Part I - Item 1A. -
Risk Factors” of the Company’s Annual Report on Form 10-K for the
fiscal year ended May 31, 2023, and its subsequent filings with the
SEC. Forward-looking statements should be construed in the light of
such risks. Readers are cautioned not to place undue reliance on
any forward-looking statements, which speak only as of the date
made. The Company does not undertake, and hereby disclaim, any
obligation to update any forward-looking statements, whether as a
result of new information, future developments or otherwise.
Sonya L. HigginbothamSenior
Vice PresidentChief of Corporate Affairs, Communications and
Sustainability614.438.7391sonya.higginbotham@wthg.com
Marcus A. RogierTreasurer and
Investor Relations Officer614.840.4663marcus.rogier@wthg.com
200 Old Wilson Bridge Rd.Columbus, Ohio 43085WorthingtonEnterprises.com
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