Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement
dated July 25, 2017
Registration No. 333-219349
July 25, 2017
WORTHINGTON INDUSTRIES, INC.
$200,000,000 4.300% Notes due 2032
Pricing Term Sheet
This term sheet to the preliminary prospectus supplement dated July 25, 2017 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
| Issuer: | Worthington Industries, Inc. | |
| Security Type: | Senior Unsecured Notes | |
| Title of Securities: | 4.300% Notes due 2032 | |
| Pricing Date: | July 25, 2017 | |
| Settlement Date: (T+3) | July 28, 2017 | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2018 | |
| Final Maturity Date: | August 1, 2032 | |
| Aggregate Principal Amount: | $200,000,000 | |
| Benchmark Treasury: | 2.375% UST due May 15, 2027 | |
| Benchmark Treasury Price / Yield: | 100-18+ / 2.309% | |
| Spread to Benchmark Treasury: | + 200 basis points | |
| Yield to Maturity: | 4.309% | |
| Coupon: | 4.300% | |
| Public Offering Price: | 99.901% | |
| Net Proceeds (before expenses): | $198,302,000 | |
| Optional Redemption Provision: | At any time at a discount rate equal to the Treasury Rate plus 30 basis points | |
| Par Call | On or after three months prior to the maturity date | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 981811AF9 / US981811AF94 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Co-Managers: | PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC Fifth Third Securities, Inc. The Huntington Investment Company | |
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus included in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents free of charge by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533 and Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.