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WORTHINGTON INDUSTRIES INC FILES (8-K) Disclosing Results of Operations and Financial Condition, Change in Directors or Principal Officers, Financial Statements and Exhibits

July 1, 2014

Item 2.02. Results of Operations and Financial Condition.

Management of Worthington Industries, Inc. (the "Registrant") conducted a conference call on June 26, 2014 beginning at approximately 10:30 a.m., Eastern Daylight Savings Time, to discuss the Registrant's unaudited financial results for the fourth quarter of fiscal 2014 (the fiscal quarter ended May 31, 2014). Additionally, the Registrant's management addressed certain issues related to the outlook for the Registrant and its subsidiaries and their markets for the coming months. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 furnished with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates the information by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

In the conference call, management referred to diluted earnings per share excluding restructuring and nonrecurring charges. This represents a non-GAAP financial measure and is used by management as a measure of operating performance. Earnings per share excluding restructuring and nonrecurring charges is calculated by subtracting the gain and favorable tax adjustment related to the acquisition of an additional 10% interest in TWB Company, L.L.C. ("TWB"), the settlement of a legal dispute, income from insurance proceeds, impairment of long-lived assets, restructuring and other income and joint venture transactions (in each case, after-tax) from net earnings attributable to controlling interest, and dividing the result by the average diluted common shares for the period. The difference between the GAAP-based financial measure of diluted earnings per share attributable to controlling interest of $2.11 for the fiscal year ended May 31, 2014 and the diluted earnings per share excluding restructuring and nonrecurring charges non-GAAP financial measure of $2.33 for the fiscal year ended May 31, 2014, as mentioned in the conference call, is outlined below.

Diluted EPS attributable to controlling interest $ 2.11 Gain on acquisition of additional 10% interest in TWB (after-tax) (0.13 )



Favorable tax adjustment on acquisition of additional 10% interest in TWB (after-tax)

(0.06 ) Litigation settlement gain (after-tax) (0.04 ) Income from insurance proceeds (after-tax) (0.06 ) Impairment of long-lived assets 0.51 Restructuring and other income (0.01 ) Joint venture transactions 0.01 Adjusted diluted EPS attributable to controlling interest $ 2.33



In the conference call, management referred to free cash flow. This represents a non-GAAP financial measure and is also used by management as a measure of operating performance. Free cash flow is calculated by subtracting investment in property, plant and equipment (capital expenditures) and dividends paid from net cash provided by operating activities. The difference between the GAAP-based financial measure of net cash provided by operating activities of $8,439,000 for the fiscal quarter ended May 31, 2014 and the free cash flow non-GAAP financial measure of negative $20,988,000 for the fiscal quarter ended May 31, 2014, as mentioned in the conference call, is outlined below (in thousands).

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Base Salary and Short-Term Incentive Compensation for Named Executive Officers.



On June 24, 2014, the Compensation and Stock Option Committee (the "Compensation Committee") of the Board of Directors (the "Board") of the Registrant approved the following base salaries, which will become effective September 2014; and short-term incentive compensation awards for the twelve-month performance period ending May 31, 2015 for the executive officers identified below who will be listed as the Named Executive Officers of the Registrant in its Proxy Statement for its Annual Meeting of Shareholders to be held on September 25, 2014 (the "Named Executive Officers").

Short-Term Incentive Compensation Awards for the Period ending May 31, 2015(i): Annual Base Name Salary ($) Threshold Target($) Maximum($) ($) John P. McConnell 643,750 442,900 885,800 1,771,600 Mark A. Russell 530,500 318,270 636,540 1,273,080 B. Andrew Rose 479,500 251,835 503,670 1,007,340 Geoffrey G. Gilmore 371,000 198,750 397,500 795,000 Andrew J. Billman 360,500 180,250 360,500 721,000 (i) The last three columns show the potential payouts which can be earned under short-term cash incentive bonus awards based on achievement of specified levels of performance for the twelve-month period ending May 31, 2015. Payouts which can be earned under these annual cash incentive bonus awards are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic valued added and earnings per share for the twelve-month performance period with each performance measure carrying a 50% weighting. For Mr. Gilmore, a Steel Processing business unit executive, the corporate earnings per share measure carries a 20% weighting, the Steel Processing business unit operating income carries a 30% weighting, and the Steel Processing business unit economic value added carries a 50% weighting. For Mr. Billman, a Pressure Cylinders business unit executive, the corporate earnings per share measure carries a 20% weighting, the Pressure Cylinders business unit operating income carries a 30% weighting, and the Pressure Cylinders business unit economic value added carries a 50% weighting. For all calculations, restructuring charges and non-recurring items are generally excluded and earnings per share and Steel Processing business unit operating income results are adjusted to eliminate the impact of FIFO gains and losses. If the performance level falls between threshold and target or between target and maximum, the award is prorated. If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid. Annual cash incentive bonus award payouts will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of the Named Executive Officer's employment during the performance period), the annual cash incentive bonus award would be considered to be earned at target, payable in full, and immediately settled or distributed.



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LTIP Performance Awards to Named Executive Officers.

The Compensation Committee made, at its meeting on June 24, 2014, the following long-term cash performance awards and performance share awards to the Named Executive Officers under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Long-Term Incentive Plan") for the three-year performance period ending May 31, 2017.

Cash Performance Awards for the Three-Year Period Ending May 31, 2017:

Name Threshold ($) Target ($) Maximum ($) John P. McConnell 500,000 1,000,000 2,000,000 Mark A. Russell 300,000 600,000 1,200,000 B. Andrew Rose 300,000 600,000 1,200,000 Geoffrey G. Gilmore 150,000 300,000 600,000 Andrew J. Billman 150,000 300,000 600,000



Performance Share Awards for the Three-Year Period Ending May 31, 2017

No. of Common Shares Name Threshold Target Maximum John P. McConnell 8,500 17,000 34,000 Mark A. Russell 3,500 7,000 14,000 B. Andrew Rose 3,500 7,000 14,000 Geoffrey G. Gilmore 1,500 3,000 6,000 Andrew J. Billman 1,500 3,000 6,000



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Pay-outs of performance awards are generally tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-year performance period and earnings per share growth over such performance period, with each performance measure carrying a 50% weighting. For Messrs. Gilmore and Billman, business unit executives, the cumulative corporate economic value added and earnings per share growth measures together carry a 50% weighting, and their respective business unit operating income targets are weighted 50%. If the performance level falls between threshold and target or between target and maximum, the award is prorated. Performance award pay-outs would generally be made no later than three months following the end of the applicable performance period. Cash performance awards may be paid in cash, common shares of the Registrant, other property, or any combination thereof, at the sole discretion of the Compensation Committee at the time of payment. Performance share awards will be paid in common shares of the Registrant. In general, termination of employment results in termination of awards. However, if termination is due to death, disability or retirement, a pro rata payout will be made if the performance period will end 24 months or less after termination of employment based on the number of months of employment completed by the Named Executive Officer during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made if the performance period will end more than 24 months after termination of employment. Unless the Board specifically provides otherwise, in the event of a change in control of the Registrant, performance awards will be considered to be earned, payable in full, and immediately settled or distributed; however, the change in control must be followed by specified types of termination of employment within two years of the change in control for this provision to apply.

For further information about the 1997 Long-Term Incentive Plan, and the performance awards which may be made to executive officers of the Registrant, please refer to the 1997 Long-Term Incentive Plan (which was filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)) and the First Amendment and the Second Amendment thereto (which were filed as Exhibits 10.2 and 10.3, respectively, to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2013 (SEC File No. 1-8399)) as well as and the form of letter evidencing performance awards granted under the 1997 Long-Term Incentive Plan with targets for three-year periods ending on or after May 31, 2015 (which is filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on July 2, 2013 (SEC File No. 1-8399)).

Stock Option Grants to Named Executive Officers.

The Compensation Committee approved, effective June 30, 2014, the following . . . Item 9.01. Financial Statements and Exhibits. (a)-(c) Not applicable. (d) Exhibits: The following exhibits are included with this Current Report on Form 8-K:



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Exhibit No. Description 10.1 Form of Restricted Stock Award Agreement for Awards Granted after June 1, 2014 entered into by the Registrant in order to evidence the grant, effective as of June 30, 2014, as well as future grants of restricted common shares, 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. 10.2 Form of Restricted Stock Award Agreement entered into by the Registrant with each of Geoffrey G. Gilmore and Andrew J. Billman, 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. 99.1 Transcript of Worthington Industries, Inc. Earnings Conference Call for Fourth Quarter of Fiscal 2014 (Fiscal Quarter ended May 31, 2014), held on June 26, 2014.



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