Selected statements contained in this "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. Such forward-looking statements are based, in
whole or in part, on management's beliefs, estimates, assumptions and currently
available information. For a more detailed discussion of what constitutes a
forward-looking statement and of some of the factors that could cause actual
results to differ materially from such forward-looking statements, please refer
to the "Safe Harbor Statement" in the beginning of this Quarterly Report on Form
10-Q and "Part I - Item 1A. - Risk Factors" of our Annual Report on Form 10-K
for the fiscal year ended May 31, 2020.

Unless otherwise indicated, all Note references contained in this Part I - Item
2. refer to the Notes to the Consolidated Financial Statements included in "Part
I - Item 1. - Financial Statements" of this Quarterly Report on Form 10-Q (this
"Form 10-Q").

Introduction

The following discussion and analysis of market and industry trends, business
developments, and the results of operations and financial position of
Worthington Industries, Inc., together with its subsidiaries (collectively,
"we," "our," "Worthington," or the "Company"), should be read in conjunction
with our consolidated financial statements and notes thereto included in "Part I
- Item 1. - Financial Statements" of this Quarterly Report on Form 10-Q. Our
Annual Report on Form 10-K for the fiscal year ended May 31, 2020 ("fiscal
2020") includes additional information about Worthington, our operations and our
consolidated financial position and should be read in conjunction with this
Quarterly Report on Form 10-Q.

As of November 30, 2020, excluding our joint ventures, we operated 23
manufacturing facilities worldwide, principally in two operating segments, which
correspond with our reportable business segments: Steel Processing and Pressure
Cylinders.

As of November 30, 2020, we held equity positions in nine joint ventures, which
operated 47 manufacturing facilities worldwide. Four of these joint ventures are
consolidated with the equity owned by the other joint venture member(s) shown as
noncontrolling interests in our consolidated balance sheets, and their portions
of net earnings (loss) and other comprehensive income (loss) shown as net
earnings or comprehensive income attributable to noncontrolling interests in our
consolidated statements of earnings (loss) and consolidated statements of
comprehensive income (loss), respectively. The remaining five of these joint
ventures are accounted for using the equity method.

Overview



The Company generated a net loss of $74.0 million, or $(1.40) per share, in the
second quarter of fiscal 2021 driven largely by a net pre-tax loss of $148.4
million, or $(2.18) per share, related to the Company's investment in Nikola
Corporation ("Nikola"), as discussed under Recent Business Developments
below. Operating income for the current quarter was $37.4 million, an increase
of $5.3 million over the prior year quarter. The impact of higher gross margin
and lower SG&A expense was partially offset by $11.4 million of impairment and
restructuring charges and $4.6 million of profit sharing and bonus expenses
related to the Nikola investment gains.

Equity in net income of unconsolidated affiliates ("equity income") for the
current quarter decreased $21.7 million from the comparable prior year quarter,
as the prior year quarter includes a $23.1 million pre-tax gain related to the
sale of WAVE's international operations. Excluding the gain in the prior year
quarter, equity income increased $1.4 million, primarily due to higher
contributions from Serviacero Worthington. We received cash distributions from
unconsolidated joint ventures of $30.2 million during the second quarter of
fiscal 2021.

Recent Business Developments

• In October 2020, the Company sold its cryogenic trailer and hydrogen trailer

business, including the Theodore, Alabama manufacturing site, to Chart

Industries, Inc. and the cryo-science and microbulk storage unit business to

IC Biomedical US, LLC. The combined sales proceeds from the two transactions


      was $21.2 million, resulting in a pre-tax loss of $7.1 million within
      restructuring and other expense (income), net.

• During the second quarter of fiscal 2021, the Company recognized a combined

pre-tax loss of $148.4 million, or $(2.18) per share related to its

investment in Nikola, comprised of $143.8 million unrealized mark-to-market

loss, resulting from the $20.40 drop in the share price during the quarter,

and $4.6 million of additional bonus expense related to the overall Nikola


      investment gain. At quarter end, the Company owned 7,048,020 shares of
      Nikola common stock. For additional information, refer to "NOTE C -
      Investment in Nikola".

• During the first six months of fiscal 2021, Worthington Industries, Inc.

repurchased a total of 2,318,464 of its common shares for $92.9 million, at


      an average price of $40.06.


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Market & Industry Overview



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 second quarter
of each of fiscal 2021 and fiscal 2020 is illustrated in the following chart:

Consolidated Net Sales by Market 50% 25% 0% 37% 36% Automotive 18% 18%

Industrial 19% 14% Con [[Image Removed]]sumer products 11% 10% Construction 5%

4% Agriculture 3% 4% Oil & gas 7% 14% Other FY21 Q1 FY20 Q1



The automotive industry is one of the largest consumers of flat-rolled steel,
and thus the largest end market for our Steel Processing operating
segment. Approximately 58% of Steel Processing's net sales are to the automotive
market. North American vehicle production, primarily by Ford, General Motors and
FCA US (the "Detroit Three automakers"), has a considerable impact on the
activity within this operating segment. The majority of the net sales of three
of our unconsolidated joint ventures are also to the automotive market.

Approximately 18% of the net sales of our Steel Processing operating segment are
to the construction market. The construction market is also the predominant end
market for two of our unconsolidated joint ventures: WAVE and
ClarkDietrich. While the market price of steel significantly impacts these
businesses, there are other key indicators that are meaningful in analyzing
construction market demand, including U.S. gross domestic product ("GDP"), the
Dodge Index of construction contracts and, in the case of ClarkDietrich, trends
in the relative price of framing lumber and steel.

Substantially all of the net sales of our Pressure Cylinders operating segment,
and approximately 23% of the net sales of our Steel Processing operating
segment, are to other markets such as agricultural, appliance, consumer
products, heavy truck, industrial products, lawn and garden, and oil & gas
equipment. Given the many different products that make up these net sales and
the wide variety of end markets, it is very difficult to detail the key market
indicators that drive these portions of our business. However, we believe that
the trend in U.S. GDP growth is a good economic indicator for analyzing the
demand of these end markets.

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



                               Three Months Ended November                             Six Months Ended November 30,
                                           30,
                                 2020               2019         Inc / (Dec)           2020                    2019            Inc / (Dec)
U.S. GDP (% growth
year-over-year) 1                   -4.9 %              2.2 %            -7.1 %              -5.4 %                   2.3 %            -7.7 %
Hot-Rolled Steel ($ per
ton) 2                        $      625         $      526     $          99     $           550         $           545     $           5
Detroit Three Auto Build
(000's vehicles) 3                 1,868              1,879               (11 )             3,718                   3,928              (210 )
No. America Auto Build
(000's vehicles) 3                 4,076              4,091               (15 )             7,834                   8,173              (339 )
Zinc ($ per pound) 4          $     1.11         $     1.09     $        0.02     $          1.03         $          1.11     $       (0.08 )
Natural Gas ($ per mcf) 5     $     2.64         $     2.50     $        0.14     $          2.28         $          2.39     $       (0.11 )
On-Highway Diesel Fuel
Prices ($ per gallon) 6       $     2.41         $     3.04     $       (0.63 )   $          2.42         $          3.05     $       (0.63 )
Crude Oil - WTI ($ per
barrel) 6                     $    39.99         $    55.47     $      (15.48 )   $         40.22         $         55.54     $      (15.32 )

1 2019 figures based on revised actuals 2CRU Hot-Rolled Index; period average

3IHS Global 4LME Zinc; period average 5NYMEX Henry Hub Natural Gas; period


   average 6Energy Information Administration; period average


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U.S. GDP growth rate trends are generally indicative of the strength in demand
and, in many cases, pricing for our products. A year-over-year increase in U.S.
GDP growth rates is indicative of a stronger economy, which generally increases
demand and pricing for our products. Conversely, decreasing U.S. GDP growth
rates generally indicate a weaker economy. Changes in U.S. GDP growth rates can
also signal changes in conversion costs related to production and in SG&A
expense.

The market price of hot-rolled steel is one of the most significant factors
impacting our selling prices and operating results. When steel prices fall, we
typically have higher-priced material flowing through cost of goods sold, while
selling prices compress to what the market will bear, negatively impacting our
results. On the other hand, in a rising price environment, our results are
generally favorably impacted, as lower-priced material purchased in previous
periods flows through cost of goods sold, while our selling prices increase at a
faster pace to cover current replacement costs.

The following table presents the average quarterly market price per ton of
hot-rolled steel during fiscal 2021 (first and second quarters), fiscal 2020 and
fiscal 2019:



                              Fiscal Year
(Dollars per ton 1 )   2021      2020      2019
1st Quarter            $ 475     $ 564     $ 900
2nd Quarter            $ 625     $ 526     $ 836
3rd Quarter              N/A     $ 571     $ 725
4th Quarter              N/A     $ 527     $ 672
Annual Avg.            $ 550     $ 547     $ 783




  1 CRU Hot-Rolled Index, period average


Sales to one Steel Processing customer in the automotive industry represented
12% and 17% of consolidated net sales during the second quarter of fiscal 2021
and fiscal 2020, respectively. 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 manufacturers and many of their
suppliers. During the second quarter of fiscal 2021, vehicle production for the
Detroit Three automakers was down 1% from fiscal 2020, while North American
vehicle production was flat.

Certain other commodities, such as zinc, natural gas and diesel fuel, represent
a significant portion of our cost of goods sold, both directly through our plant
operations and indirectly through transportation and freight expense.

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