Form SD WORTHINGTON INDUSTRIES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 – Conflict Minerals Disclosure.

The Conflict Minerals Report of Worthington Industries, Inc. (the “Company”) for the calendar year ended December 31, 2021 is filed herewith as Exhibit 1.01 to this specialized disclosure report. The Conflict Minerals Report is also available at: http://www.worthingtonindustries.com. The website and the information accessible through it are not incorporated into this specialized disclosure report.

See Exhibit 1.01 to this specialized disclosure report, incorporated herein by reference.

Section 2 – Exhibits

Exhibit 1.01    Conflict Minerals Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Exhibit 1.01

CONFLICT MINERALS REPORT

Introduction    

This Conflict Minerals Report of Worthington Industries, Inc. (the “Company”) for the calendar year ended December 31, 2021 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. The Company is primarily an industrial manufacturing company, focused on value-added steel processing and manufactured metal products. The Company’s operations have historically been comprised of two primary operating segments: Steel Processing and Pressure Cylinders; however, on June 1, 2021 the Company divided its Pressure Cylinders segment into three new segments identified as Building Products, Consumer Products and Sustainable Energy Solutions.

In accordance with the Rule, the Company identified products that it believes may contain tin, tantalum, tungsten or gold (“Conflict Minerals”) that were manufactured by or on behalf of the Company during the Reporting Period (the “Covered Products”), and undertook a reasonable country of origin inquiry (“RCOI”) to ascertain whether any Conflict Minerals in its Covered Products originated in the Democratic Republic of the Congo or an adjoining country (each, a “Covered Country”). Based on the information received by the Company as a result of the RCOI, the Company determined that it is required by the Rule to undertake due diligence with respect to the Conflict Minerals contained in its Covered Products and file this Conflict Minerals Report. The due diligence undertaken by the Company and the results of that due diligence are set forth below.

Part I. Description of Due Diligence Undertaken by the Company.

The Company has performed due diligence on the source of the Conflict Minerals contained in the Covered Products within the framework of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “Framework”) as required by the Rule. The Company’s Conflict Minerals due diligence procedures are summarized below within each category specified by the Framework.

1.1.    The Company has a written Conflict Minerals policy (the “Policy”) under which it does not knowingly purchase Conflict Minerals that finance or benefit armed groups in the Covered Countries. As stated in the Policy, the Company expects its suppliers to conduct due diligence to ascertain the source of Conflict Minerals supplied to the Company.

1.2    The Company also has written Conflict Minerals procedures (“Procedures”) under which certain Company managers are designated to serve on a conflict minerals working group (“Conflict Minerals Team”). The Conflict Minerals Team has the responsibility for overseeing, reviewing and implementing the Conflict Minerals supply chain due diligence required by the Rule and reporting periodically to the Chief Compliance Officer.

1.3    The Company has identified its Covered Products and the suppliers who supply such Covered Products or components or materials that may contain Conflict Minerals that are contained in Covered Products (“Covered Suppliers”).    The Procedures require periodic reviews and updates of the Covered Products and Covered Suppliers. Covered Suppliers are advised in writing of the Company’s expectation that they will assist in obtaining information necessary to conduct due diligence on the source of Conflict Minerals supplied to the Company.

1.4    The Procedures require that each of the Company’s operating segments contact its Covered Suppliers annually to complete a questionnaire and provide a written certification regarding the source of any Conflict Minerals supplied to the Company (“Questionnaire”). As an alternative to completing the Questionnaire, Covered Suppliers are advised that they may complete and submit a Conflict Minerals Reporting Template (“CMRT”) in the form maintained by the Responsible Minerals Initiative (“RMI”).

1.5    The Company collects and centrally maintains the completed Questionnaires and CMRTs and other responses received by each of the Company’s operating segments from the Covered Suppliers.

1.6    The Procedures include sample clauses that each of the Company’s operating segments can integrate into their respective supplier agreements. These clauses inform suppliers of the Company’s Conflict Minerals sourcing policy and the expectations the Company has with respect to its suppliers.

The Company reviews each CMRT and Questionnaire received from its Covered Suppliers to ascertain (a) whether the CMRT or Questionnaire is complete, (b) whether the CMRT or Questionnaire is consistent with the Company’s understanding of the materials, products or components supplied by the Covered Supplier, (c) whether the Covered Supplier indicates that the Conflict Minerals are sourced from a Covered Country or are from scrap or recycled sources, and (d) whether the Covered Supplier has identified the smelters, processors or refiners of its Conflict Minerals. The Company has Procedures to follow up with Covered Suppliers who are unresponsive.

Each of the Company’s operating segments is responsible for initial follow up with its respective Covered Suppliers who refuse or fail to provide a CMRT or Questionnaire or whose responses are incomplete. The Procedures provide that Covered Suppliers who continue to refuse or fail to cooperate may be identified to the Conflict Minerals Team for further action.

The Procedures require the Company to obtain an independent audit of its Conflict Minerals due diligence process if and when required under the Rule. No audit is required under the Rule for the current Reporting Period. The Company does not audit processing facilities in light of its downstream position in the supply chain.

The Procedures require the Company to report annually to the Securities and Exchange Commission and to make a copy of its annual Conflict Minerals Report available on its website in each case as required by the Rule. A copy of this Conflict Minerals Report will be available on the Company’s website.

Part II. Results of Due Diligence

The Company determined that the following product lines contained Covered Products during the Reporting Period:

Due to its position in the supply chain, the Company does not have direct relationships with the smelters and refiners that process the Conflict Minerals contained in its Covered Products. Accordingly, the Company relies on its Covered Suppliers to provide information on the smelters and refiners of the Conflict Minerals contained in the Company’s Covered Products. The Company’s Covered Suppliers often rely on information provided to them by their suppliers and, consequently, the Company’s ability to determine the ultimate origin and source of the Conflict Minerals actually contained in its Covered Products is limited.

With respect to the current Reporting Period, the Company received responses from more than 200 of its Covered Suppliers. Since a number of the Company’s Covered Suppliers reported data at a company level, it is not possible for the Company to determine with certainty whether all of the Conflict Minerals identified by such Covered Suppliers were supplied to the Company and included within Covered Products, or which of the smelters or refiners identified by such Covered Suppliers processed Conflict Minerals actually contained in the Company’s Covered Products. Accordingly, the Company has listed in Attachment A all of the processing facilities currently identified by RMI as smelters or refiners that were reported by the Company’s Covered Suppliers as being in their respective supply chains during the Reporting Period. Attachment A also identifies the countries in which RMI indicates such processing facilities are located.

In light of the Company’s position in the supply chain and the lack of certainty as to which smelters or refiners identified by the Covered Suppliers processed Conflict Minerals actually contained in the Company’s Covered Products, it is not possible for the Company to identify with certainty the country of origin of those Conflict Minerals actually contained in the Company’s Covered Products. The Company’s efforts to determine the location of the mines from which the ore or minerals used by the processing facilities identified by the Covered Suppliers was sourced included (i) its request to all Covered Suppliers to complete the CMRT or Questionnaire, and (ii) its review of the processing facility information provided by Covered Suppliers.

The steps undertaken by the Company during the current Reporting Period to mitigate the risk that the Conflict Minerals used in its Covered Products will benefit armed groups in the Covered Countries are described in Part I of this Conflict Minerals Report. The Company intends to continue work with its Covered Suppliers to obtain information about the Conflict Minerals in its Covered Products and to report the results of its efforts as required by the Rule.

Forward looking statements

Selected statements contained in this Conflict Minerals Report are “forward-looking statements.” Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any forward-looking statements in this Conflict Minerals Report are based on current information as of the date of this Conflict Minerals Report, and the Company assumes no obligation to correct or update any such statements in the future, except as required by applicable law.

Attachment A

The processing facilities that have been identified by RMI as smelters or refiners in CMRT version 6.22 and have been reported to the Company by its Covered Suppliers as processing Conflict Minerals used by those Covered Suppliers and the country in which they are located is set forth below. As noted in Part II of the Company’s Conflict Minerals Report, a number of the Company’s Covered Suppliers identified smelters and refiners at a company level. Accordingly, it is not possible for the Company to determine whether or which of the smelters or refiners identified below processed Conflict Minerals actually contained in the Company’s Covered Products. As the Company is not a member of RMI, it does not have access to the RMI aggregated data on the countries from which the processing facilities listed below source raw materials.