WOR 10-K Annual Report May 31, 2018 | Alphaminr
WORTHINGTON INDUSTRIES INC
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WOR 10-K Fiscal year ended May 31, 2018

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WORTHINGTON INDUSTRIES INC
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. RItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. LegaItem 4. Mine Safety DisclosuresItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. SelectedItem 7. Management S Discussion and Analysis OItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StateItem 9. Changes in and Disagreements with AccoItem 9A. - Controls and ProceduresItem 9B. OthePart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial OItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of June2, 2017, by and among Worthington Steel of Michigan, Inc., Worthington Rhode Island Corporation, New AMTROL Holdings, Inc. and Aqua Stockholder Representative, LLC, as Stockholder Representative Incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Worthington Industries, Inc., an Ohio corporation (the Registrant), dated June6, 2017 and filed with the SEC on the same date(SEC File No. 1-8399) 4.1 Second Amended and Restated Credit Agreement, dated as of February 16, 2018, among Worthington Industries, Inc., as a Borrower; Worthington Industries International S..r.l., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A., as a Lender and Syndication Agent; Bank of America, N.A.; Branch Banking and Trust Company; U.S. Bank National Association; Wells Fargo Bank, National Association; Fifth Third Bank; The Huntington National Bank; and The Northern Trust Company, as Lenders (collectively with PNC Bank, National Association and JPMorgan Chase Bank, N.A., the Lenders); with Bank of America, N.A., Branch Banking and Trust Company, U.S. Bank National Association and Wells Fargo Bank, National Association serving as Co-Documentation Agents; and JPMorgan Chase Bank, N.A. and PNC Capital Markets LLC serving as Joint Bookrunners and Joint Lead Arrangers Incorporated herein by reference to Exhibit4.1 to the Registrants Current Report on Form 8-K dated February 22, 2018 and filed with the SEC on the same date (SEC File No.1-8399) 4.2 Indenture, dated as of April 13, 2010, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399) 4.3 First Supplemental Indenture, dated as of April 13, 2010, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399) 4.4 Form of 6.50% Global Note due April 15, 2020 (included as Exhibit A in Exhibit 4.3 incorporated by reference in this Annual Report on Form 10-K) Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K dated April 13, 2010 and filed with the SEC on the same date (SEC File No. 1-8399) 4.5 Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit4.2 to the Registrants Current Report on Form 8-K dated April15, 2014 and filed with the SEC on the same date (SEC File No. 1-8399) 4.6 Form of 4.55% Global Note due April 15, 2026 (included as Exhibit A in Exhibit 4.5 incorporated by reference in this Annual Report on Form 10-K) Incorporated herein by reference to Exhibit4.2 to the Registrants Current Report on Form 8-K dated April15, 2014 and filed with the SEC on the same date (SEC File No. 1-8399) 4.7 Third Supplemental Indenture, dated as of July 28, 2017, between Worthington Industries, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K dated July 28, 2017 and filed with the SEC on the same date (SEC File No. 1-8399) 4.8 Form of 4.300% Global Note due August 1, 2032 (included as Exhibit A in Exhibit 4.7 incorporated by reference in this Annual Report on Form 10-K) Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K dated July 28, 2017 and filed with the SEC on the same date (SEC File No. 1-8399) 4.9 Note Agreement, dated as of August10, 2012, between Worthington Industries, Inc. and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd. Incorporated herein by reference to Exhibit4.1 to the Registrants Current Report on Form 8-K dated August15, 2012 and filed with the SEC on the same date (SEC File No. 1-8399) 4.10 Form of 4.60% Senior Note due August 10, 2024 (included as Exhibit A in Exhibit 4.9 incorporated by reference in this Annual Report on Form 10-K) Incorporated herein by reference to Exhibit4.1 to the Registrants Current Report on Form 8-K dated August15, 2012 and filed with the SEC on the same date (SEC File No. 1-8399) 4.11 Amendment No. 1 to Note Agreement, dated June10, 2015, among Worthington Industries, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand Incorporated herein by reference to Exhibit 4.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2015 (SEC File No. 1-8399) 4.12 Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request Filed herewith 10.1 Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan effective March 1, 2000* Incorporated herein by reference to Exhibit 10.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2005 (SEC File No. 1-8399) 10.2 Amendment to the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan (Amendment effective as of September1, 2011)* Incorporated herein by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August31, 2011 (SEC File No. 1-8399) 10.3 Second Amendment to the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2014 (SEC File No. 1-8399) 10.4 Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective December 2008)* Incorporated herein by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November30, 2008 (SEC File No. 1-8399) 10.5 First Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (First Amendment effective as of September1, 2011)* Incorporated herein by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 (SEC File No. 1-8399) 10.6 Second Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2014 (SEC File No. 1-8399) 10.8 Amendment to the Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (Amendment effective as of September1, 2011)* Incorporated herein by reference to Exhibit 10.10 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August31, 2011 (SEC File No. 1-8399) 10.9 Second Amendment to the Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated (Second Amendment effective as of October1, 2014)* Incorporated herein by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2014 (SEC File No. 1-8399) 10.10 Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008)* Incorporated herein by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399) 10.11 First Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (First Amendment effective as of September1, 2011)* Incorporated herein by reference to Exhibit 10.11 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August31, 2011 (SEC File No. 1-8399) 10.12 Second Amendment to the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Second Amendment effective as of October1, 2014)* Incorporated herein by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2014 (SEC File No. 1-8399) 10.13 Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008)* Incorporated herein by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399) 10.14 First Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013)* Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.15 Second Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment effective as of September 26, 2013)* Incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.16 Third Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Third Amendment effective as of June 28, 2017)* Incorporated herein by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.17 Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects the First Amendment, the Second Amendment and the Third Amendment thereto)* Incorporated herein by reference to Exhibit 10.17 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.18 Form of Notice of Grant of Stock Options and Option Agreement for non-qualified stock options under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (now known as the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan)* Incorporated herein by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2010 (SEC File No. 1-8399) 10.19 Form of Letter Evidencing Performance Awards Granted and to be Granted under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan with targets for three-fiscal-year periods ending on or after May 31, 2015* Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated July2, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.20 Form of Restricted Stock Award Agreement for awards granted after June 1, 2014 entered into by Worthington Industries, Inc. in order to evidence grants of restricted common shares on and after June 30, 2014 and prior to June 28, 2017, in each case which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated July1, 2014 and filed with the SEC on the same date (SEC File No. 1-8399) 10.21 Form of Restricted Stock Award Agreement for awards granted after June 28, 2017 entered into by Worthington Industries, Inc. in order to evidence the grant, after June 28, 2017, of restricted common shares, in each case which will vest on the fourth anniversary of the grant date, subject to the terms thereof and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.22 Form of Restricted Stock Award Agreement entered into by Worthington Industries, Inc. with Geoffrey G. Gilmore, in order to evidence the grant, effective June 24, 2014, of 25,000 performance-based restricted common shares pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K dated July1, 2014 and filed with the SEC on the same date (SEC File No. 1-8399) 10.23 Form of Restricted Stock Award Agreement for awards granted after June 28, 2017 to be entered into by Worthington Industries, Inc. in order to evidence the grant, after June 28, 2017, of restricted common shares, in each case which will vest on the third anniversary of the grant date, subject to the terms thereto and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.24 Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (amendment and restatement effective November 1, 2008)* Incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399) 10.25 First Amendment to the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (First Amendment effective September 26, 2013)* Incorporated herein by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.26 Second Amendment to the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (Second Amendment effective June28, 2017)* Incorporated herein by reference to Exhibit 10.27 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.27 Form of Notice of Grant of Stock Options and Option Agreement for non-qualified stock options granted under the Worthington Industries, Inc. 2003 Stock Option Plan (now known as the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan)* Incorporated herein by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2010 (SEC File No. 1-8399) 10.28 Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amended and restated effective as of September 2016)* Incorporated herein by reference to Exhibit 10.1 to the RegistrantsCurrent Report on Form 8-K dated October 3, 2016 and filed with the SEC on the same day(SEC File No. 1-8399) 10.29 Form of Notice of Grant of Stock Options and Option Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (now known as the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors) to evidence the grant of non-qualified stock options to non-employee directors of Worthington Industries, Inc. on and after September 24, 2008* Incorporated herein by reference to Exhibit 10.17 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2010 (SEC File No. 1-8399) 10.30 Form of Restricted Stock Award Agreement under the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors (now known as the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors) entered into by Worthington Industries, Inc. in order to evidence the grant of restricted stock to non-employee directors of Worthington Industries, Inc. on September 24, 2008 and to be entered into by Worthington Industries, Inc. in order to evidence future grants of restricted stock to non-employee directors of Worthington Industries, Inc. * Incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August31, 2008 (SEC File No. 1-8399) 10.31 Worthington Industries, Inc. 2010 Stock Option Plan* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated October 5, 2010 and filed with the SEC on the same date (SEC File No. 1-8399) 10.32 First Amendment to the Worthington Industries, Inc. 2010 Stock Option Plan (First Amendment effective September 26, 2013) * Incorporated herein by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.33 Second Amendment to the Worthington Industries, Inc. 2010 Stock Option Plan (Second Amendment effective as of June 28, 2017)* Incorporated herein by reference to Exhibit 10.35 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.34 Form of Non-Qualified Stock Option Award Agreement entered into by Worthington Industries, Inc. in order to evidence the grant of non-qualified stock options to executive officers of Worthington Industries, Inc. effective as of June 30, 2011 pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan and to be entered into by Worthington Industries, Inc. in order to evidence future grants of non-qualified stock options to executive officers pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated July 6, 2011 and filed with the SEC on the same date (SEC File No. 1-8399) 10.35 Worthington Industries, Inc. Annual Incentive Plan for Executives* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated September 30, 2008 and filed with the SEC on the same date (SEC File No. 1-8399) 10.36 First Amendment to the Worthington Industries, Inc. Annual Incentive Plan for Executives (approved by shareholders on September 26, 2013)* Incorporated herein by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K dated October 1, 2013 and filed with the SEC on the same date (SEC File No. 1-8399) 10.37 Form of Letter Evidencing Cash Performance Bonus Awards Granted and to be Granted under the Worthington Industries, Inc. Annual Incentive Plan for Executives (sometimes also referred to as the Worthington Industries, Inc. Annual Short Term Incentive Plan) * Incorporated herein by reference to Exhibit 10.42 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 (SEC File No. 1-8399) 10.40 Amendment No. 2 to Receivables Purchase Agreement, dated as of May31, 2004, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, members of various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10(g)(x) to the Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2004 (SEC File No. 1-8399) 10.41 Amendment No. 3 to Receivables Purchase Agreement, dated as of January 27, 2005, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2005 (SEC File No. 1-8399) 10.42 Amendment No. 4 to Receivables Purchase Agreement, dated as of January 25, 2008, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.20 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2008 (SEC File No. 1-8399) 10.43 Amendment No. 5 to Receivables Purchase Agreement, dated as of January 22, 2009, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2009 (SEC File No. 1-8399) 10.44 Amendment No. 6 to Receivables Purchase Agreement, dated as of April 30, 2009, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.30 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2009 (SEC File No. 1-8399) 10.45 Amendment No. 7 to Receivables Purchase Agreement, dated as of January 21, 2010, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010 (SEC File No. 1-8399) 10.46 Amendment No. 8 to Receivables Purchase Agreement, dated as of April 16, 2010, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.30 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (SEC File No. 1-8399) 10.47 Amendment No.9 to Receivables Purchase Agreement, dated as of January20, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399) 10.48 Amendment No. 10 to Receivables Purchase Agreement, dated as of February28, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399) 10.49 Amendment No. 11 to Receivables Purchase Agreement, dated as of May 6, 2011, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.36 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2011 (SEC File No. 1-8399) 10.50 Amendment No. 12 to Receivables Purchase Agreement, dated as of January 19, 2012, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2012 (SEC File No. 1-8399) 10.51 Amendment No. 13 to Receivables Purchase Agreement, dated as of January 18, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2013 (SEC File No. 1-8399) 10.52 Amendment No. 14 to Receivables Purchase Agreement, dated as of July 15, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.48 to the Registrant's Annual Report on Form 10-K for the fiscal year ended May31, 2013 (SEC File No. 1-8399) 10.53 Amendment No. 15 to Receivables Purchase Agreement, dated as of October 11, 2013, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.57 to the Registrant's Annual Report on Form 10-K for the fiscal year ended May31, 2015 (SEC File No. 1-8399) 10.54 Amendment No. 16 to Receivables Purchase Agreement, dated as of May 23, 2014, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the fiscal year ended May31, 2015 (SEC File No. 1-8399) 10.55 Amendment No. 17 to Receivables Purchase Agreement, dated as of January 16, 2015, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399) 10.56 Amendment No. 18 to Receivables Purchase Agreement, dated as of January 16, 2018, among Worthington Receivables Corporation, as Seller, Worthington Industries, Inc., as Servicer, the members of the various purchaser groups from time to time party to the Receivables Purchase Agreement and PNC Bank, National Association, as Administrator Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2018 (SEC File No. 1-8399) 10.59 Amendment No. 2, dated as of August25, 2006, to Purchase and Sale Agreement, dated as of November30, 2000, between the various originators listed therein and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2006 (SEC File No. 1-8399) 10.60 Amendment No.3, dated as of October1, 2008, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein, Worthington Taylor, Inc. and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399) 10.61 Amendment No.4, dated as of February28, 2011, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein, Dietrich Industries, Inc. and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (SEC File No. 1-8399) 10.62 Amendment No.5, dated as of May 6, 2011, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein, The Gerstenslager Company and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.42 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2011 (SEC File No. 1-8399) 10.63 Amendment No.6, dated as of January 19, 2012, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2012 (SEC File No. 1-8399) 10.64 Amendment No.7, dated as of January 16, 2015, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein, Advanced Component Technologies, Inc., Worthington Cylinders Mississippi, LLC, Worthington Steel of Kentucky, L.L.C., The Worthington Steel Company (North Carolina), and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399) 10.65 Amendment No.8, dated as of February 18, 2015, to Purchase and Sale Agreement, dated as of November30, 2000, among the various originators listed therein and Worthington Receivables Corporation Incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 (SEC File No. 1-8399) 10.66 Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc.* Filed herewith 10.67 Summary of Annual Cash Performance Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Shares granted in Fiscal 2012 for Named Executive Officers* Incorporated herein by reference to Exhibit10.47 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2011 (SEC File No. 1-8399) 10.68 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2013 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.56 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (SEC File No. 1-8399) 10.69 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2014 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.62 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (SEC File No. 1-8399) 10.70 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2015 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.71 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2014 (SEC File No. 1-8399) 10.71 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2016 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.74 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (SEC File No. 1-8399) 10.72 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2017 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.71 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2016 (SEC File No. 1-8399) 10.73 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2018 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.74 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (SEC File No. 1-8399) 10.74 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2019 for Named Executive Officers* Filed herewith 10.75 Form of Indemnification Agreement entered into between Worthington Industries, Inc. and each executive officer of Worthington Industries, Inc. * Incorporated herein by reference to Exhibit 10.33 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2008 (SEC File No. 1-8399) 10.76 Form of Indemnification Agreement entered into between Worthington Industries, Inc. and each non-employee director of Worthington Industries, Inc. * Incorporated herein by reference to Exhibit 10.32 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2008 (SEC File No. 1-8399) 14 Worthington Industries, Inc. Code of Conduct Incorporated herein by reference to Exhibit 14 to the Registrants Annual Report on Form 10-K for the fiscal year ended May31, 2012 (SEC File No. 1-8399) 21 Subsidiaries of Worthington Industries, Inc. Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm (KPMG LLP) Filed herewith 23.2 Consent of Independent Auditor (KPMG LLP) with respect to consolidated financial statements ofWorthington Armstrong Venture Filed herewith 24 Powers of Attorney of Directors and Certain Executive Officers of Worthington Industries, Inc. Filed herewith 31.1 Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) Filed herewith 31.2 Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) Filed herewith 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 Furnished herewith 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 Furnished herewith 99.1 Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 Filed herewith