Worthington Industries, Inc. SEC Regulation S-K Item 601(b)(4)(iii) Long-Term Debt Instruments Undertaking Letter

Summary

Worthington Industries, Inc. has notified the SEC that, as of its 2016 Annual Report filing, neither it nor its subsidiaries or joint venture have any long-term debt instruments exceeding 10% of the company’s consolidated assets, except those already filed or referenced. The company agrees to provide the SEC, upon request, with copies of any long-term debt agreements not included with the filing that define the rights of debt holders. This letter is a formal undertaking to comply with SEC disclosure requirements.

EX-4.10 2 d174336dex410.htm EX-4.10 EX-4.10

Exhibit 4.10

August 1, 2016

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

  Re:

Worthington Industries, Inc. – Annual Report on Form 10-K for the fiscal year ended May 31, 2016

- SEC File No. 1-8399

Ladies and Gentlemen:

Worthington Industries, Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended May 31, 2016 (the “Form 10-K”).

None of (i) Worthington Industries, Inc., (ii) any of the consolidated subsidiaries of Worthington Industries, Inc. or (iii) Worthington Armstrong Venture, a 50%-owned unconsolidated joint venture (in the form of a general partnership between Armstrong Ventures, Inc., a subsidiary of Armstrong World Industries, Inc., and The Worthington Steel Company (Delaware), a subsidiary of Worthington Industries, Inc.), for which financial statements are required to be filed with the Form 10-K, has outstanding any instrument or agreement with respect to its long-term debt, other than those filed or incorporated by reference as an exhibit to the Form 10-K, under which the total amount of long-term debt authorized exceeds 10% of the total assets of Worthington Industries, Inc. and its subsidiaries on a consolidated basis. In accordance with the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, Worthington Industries, Inc. hereby agrees to furnish to the SEC, upon request, a copy of each instrument or agreement defining (i) the rights of holders of the long-term debt of Worthington Industries, Inc. or (ii) the rights of holders of the long-term debt of a consolidated subsidiary of Worthington Industries, Inc. or (iii) the rights of holders of the long-term debt of Worthington Armstrong Venture, in each case which is not being filed or incorporated by reference as an exhibit to the Form 10-K.

 

Very truly yours,

WORTHINGTON INDUSTRIES, INC.

/s/ B. Andrew Rose

B. Andrew Rose

Executive Vice President and Chief Financial Officer