SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended May 31, 1994 Commission File No. 0-4016
WORTHINGTON INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-1189815
(State of incorporation) (IRS Employer Identification No.)
1205 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices) (Zip Code)
(614) 438-3210
(Registrant's telephone number, including area code)
Securities Registered Pursuant To Section 12(b) of the Act:
None
Securities Registered Pursuant To Section 12(g) of the Act:
Title of each class:
Common Stock, $.01 par value (90,651,804 shares outstanding at August 8, 1994)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. YES X NO __
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
The aggregate market value of the voting stock held by non-
affiliates of the Registrant at August 8, 1994 was $1,478,609,834
(computed by reference to the closing price for such shares on such
date).
Portions of the Registrant's annual report to shareholders for
the fiscal year ended May 31, 1994 are incorporated by reference
into Part I and Part II. Portions of the definitive proxy
statement furnished to shareholders of the Registrant in connection
with the annual meeting of shareholders to be held on September 22,
1994 are incorporated by reference into Part III.
Exhibit index begins on page 24 of consecutively numbered
original
PART I
Item 1. - Business.
Worthington Industries, Inc. was initially incorporated in
Ohio in 1955. It reincorporated in Delaware in 1986 through a
statutory merger. Worthington Industries, Inc. and its
subsidiaries are herein referred to as the "Company." The
Company's operations are grouped into three segments: processed
steel products, custom products and cast products.
The processed steel products segment is engaged in the
business of processing flat rolled steel to close tolerances for
sale to industrial customers who require steel of precise
thickness, length, width, shape, surface finish and temper for
their own product fabrication. The Company also makes its own
line of finished processed steel products such as low pressure
cylinders for containing liquefied petroleum, refrigerant and
other gases.
The custom products segment produces injection-molded
plastic and precision metal parts for sale to manufacturers of
automobiles, appliances, lawn equipment, audio equipment,
recreational items, housewares and other items in North America.
The cast products segment produces a broad line of cast
steel products for sale to the freight railcar, mass transit and
industrial markets.
For information regarding the net sales and revenues,
earnings from continuing operations before income taxes, and
identifiable assets attributable to each segment for each of the
last three fiscal years, reference is made to page 25 of the
Company's annual report to shareholders for the year ended
May 31, 1994 which is incorporated herein by reference.
During the year ended May 31, 1994, the Company acquired
additional equity in Rouge Steel Company, exercising a favorable
option acquired when the original investment was made in fiscal
1990. This brought the Company's equity ownership in Rouge to
approximately 28% and the Company was required by generally
accepted accounting principles to change its method of carrying
the investment from cost to equity. See Note J of the Notes to
the Company's Consolidated Financial Statements, which are
included in Item 8 hereof, for additional information concerning
the Company's investment in Rouge Steel Company and other
unconsolidated affiliates.
Processed Steel Products.
The Company buys coils of wide, open tolerance sheet steel
from major steel mills, and processes it to the custom order of
more than 1,700 industrial customers in the automotive,
automotive supply, appliance, electrical, communications,
construction, office furniture, office equipment, agricultural,
machinery, leisure time and other industries. The Company does
not process steel for inventory.
Techniques such as slitting, roller leveling, cold reduc-
tion, edge rolling, blanking, coating, annealing and pickling are
used to process steel to specified thickness, length, width,
shape, temper and surface quality. One or more processes are
applied to produce steel of specified character and dimension
which the customer can stamp, blank, draw, roll form, fabricate
or otherwise incorporate into component parts or end products.
Slitting is cutting steel to specified widths. Roller leveling
is flattening steel and cutting it to exact lengths. Cold
reduction is rolling steel to close tolerances of thickness and
temper. Edge rolling imparts round, smooth or knurled edges.
Blanking cuts the steel into specific shapes. Coating results in
the production of painted, galvanized or nickel-plated steel.
Annealing is a thermal process which changes the hardness of
steel. Pickling is a chemical process whereby an acidic solution
removes the surface oxide, commonly called "scale", which
develops on steel when it is hot rolled.
Steel processing is highly competitive. The Company
competes with many other intermediate processors. The Company
knows of no other intermediate processor which offers the same
type and extent of technical service support provided by the
Company relating to material testing and application of material
suited to the particular needs of customers (see "Technical
Services"). The Company is unable to gauge, however, the extent
to which its technical service capability has improved its
competitive position.
The Company manufactures steel cylinders having refrigerant
gas capacities of 15 to 1000 pounds, and steel and aluminum
cylinders with liquefied petroleum gas capacities of 4-1/4 to 420
pounds. These cylinders are designed and produced in accordance
with safety requirements prescribed by the U.S. Department of
Transportation which specify materials, design limitations, and
marking, inspection and testing procedures to be used. The
cylinders are produced by precision stamping, deep drawing and
welding of component parts to customer specifications. They are
then tested, painted and packaged as required.
Disposable steel cylinders manufactured by the Company are
sold predominantly to major refrigerant gas producers who fill
the cylinders with refrigerant gases and re-sell them to dealers
for use in charging residential, commercial, automotive and other
air conditioning and refrigeration systems. Reusable steel and
aluminum cylinders are built to contain liquefied petroleum gas
for use as a fuel, and the major buyers are manufacturers of
barbecue grills. Reusable cylinders are also sold to propane and
gas grill distributors, mass merchandisers and manufacturers and
users of materials-handling, heating, cooking and camping
equipment. The Company also manufactures other cylinder products
such as recapture and recycling tanks for refrigerant gases,
helium tanks and compressed air tanks. It also sells acetylene
cylinders for welding applications. While a large percentage of
sales are made to major accounts, the Company has over 1,000
cylinder customers.
The Company has two principal competitors in its major
pressure cylinder markets, of which management believes the
Company has the largest share. However, the Company has no
reliable information with respect to the size of any of its
various product markets or its relative position therein for any
segment.
The largest customer of the processed steel products segment
is General Motors Corporation, purchasing through decentralized
divisions and subsidiaries and in different geographical areas.
(See "Marketing and Competition"). The loss of General Motors as
a customer could have an adverse effect on the segment, but the
Company has no reason to believe that the loss of this customer
is likely.
The Company purchases steel in large quantities, at regular
intervals from major primary producers for its steel processing
and pressure cylinder operations. During the fiscal year ended
May 31, 1994 the Company's major suppliers were Rouge Steel
Company (in which the Company holds a minority equity position)
Bethlehem Steel Corporation, LTV Steel Corporation, USX
Corporation, WCI Steel, Inc., Weirton Steel Corporation and
Wheeling-Pittsburgh Steel Corporation. During the fiscal year
ended May 31, 1994, the Company's major suppliers of aluminum for
pressure cylinders were Alumax Aluminum Sales Corporation
Cressona Aluminum Company and Aluminum Corporation of America.
Management believes that its supplier relationships are good.
Custom Products.
In the custom products segment, the Company manufactures
injection molded plastic and precision metal parts to customer
specifications. The primary customers of this segment are in the
automotive original equipment markets, but sales are also made to
manufacturers of appliances, lawn equipment, audio equipment,
recreational items, hand tools, housewares and other items.
Principal products of the segment are a variety of custom made
injection molded plastic components (both functional and decorative)
which, depending on the customers' needs, can also be painted, assembled,
silk screened, vacuum metalized, hot stamped, roll foiled, vinyl
wrapped, foamed in-place and/or appliqued by the Company.
Precision metal components are made primarily for power steering,
transmission, brake and other mechanical systems.
The custom products segment relies heavily on sales to
General Motors Corporation, The Ford Motor Company and Chrysler
Corporation. The loss of any of these customers could have an
adverse effect on the segment but the Company has no reason to
believe that the loss of any of these customers is likely.
Plastic resins and bar steel, the major raw materials
required by this segment, are available from many sources.
The Company has numerous competitors in the sale of its
custom products. This business competes in its markets by
seeking to provide well-engineered, quality products within
required delivery terms to meet the specific needs of its plastic
parts and precision metal component customers.
Cast Products.
The Company's cast products segment operates a steel
castings business. The steel castings operation manufactures a
diverse line of cast steel products ranging in size from 100
pounds to 30 tons. These products are offered to the railroad,
mass transit, construction and off-highway markets, and are
produced to satisfy customer orders. The Company can also pour
ingots of special alloy steel which are converted to coils,
plates, bars and forgings by outside users.
In general, there are a number of companies involved in the
sale of steel castings. However, there are four major
competitors in the sale of certain railcar castings. The
Company's cast products are generally sold under trademark which
is a stylized "Circle B", and the Company utilizes various other
owned and licensed trademarks and patents in connection with its
cast products. The Company is the leading North American
designer and producer of undercarriages for mass transit cars and
holds numerous patents for them.
Scrap steel, the major raw material required by the cast
products segment, is purchased from several sources, including a
wholly-owned subsidiary of the Company. Supplies of scrap steel
have been adequate, although pricing in the market tends to be
volatile. Other raw materials used by this segment are obtained
from a number of major suppliers.
Technical Services.
The Company employs a staff of engineers and other technical
personnel and maintains fully-equipped, modern laboratories to
support its operations. The facilities enable the Company to
verify, analyze and document the physical, chemical,
metallurgical and mechanical properties of its raw materials and
products. Technical service personnel also work in conjunction
with the sales force to determine the types of flat rolled steel
and steel castings required for the particular needs of the
Company's customers. In order to provide such service, the
Company maintains a continuing program of developmental
engineering with respect to the characteristics and performance
of its products under varying conditions. Laboratory facilities
are also used to perform the quality control and extensive
testing of all low pressure cylinders required by the regulations
of the U. S. Department of Transportation and associated
agencies, as well as varying customer requirements. The Company
also maintains a separate testing facility for its steel castings
operation.
Marketing and Competition.
The Company's products and services are sold primarily by
Company sales personnel.
As a percentage of the Company's consolidated sales and
revenues, sales of steel processing services represented 59% for
fiscal 1994, 56% for fiscal 1993 and 52% for fiscal 1992; sales
of pressure cylinders represented 13% for 1994, 13% for 1993 and
11% for 1992; and sales of custom plastics represented 17% in
1994, 19% in 1993 and 20% in 1992.
During the fiscal year ended May 31, 1994, General Motors
Corporation, purchasing through decentralized divisions and
subsidiaries in different geographical areas, accounted for
approximately 12.6% of the Company's consolidated sales and
revenues.
The principal methods of competition encountered by the
Company are quality of product, ability to meet delivery
requirements of customers, and price. Geographic proximity to
customers has a significant effect upon relative ability to meet
customer delivery schedules and impacts the freight charge
portion of overall product price. See also the information set
forth above as to competition in the various segments.
Environmental Regulation.
The Company's manufacturing facilities, generally in common
with those similar industries making similar products, are
subject to many federal, state and local requirements relating to
the protection of the environment. The Company continually
examines ways to reduce emissions and waste and to effect cost
savings related to environmental compliance. Management does not
anticipate that capital expenditures for environmental control
facilities required in order to meet environmental requirements
will be material when compared with the Company's overall capital
expenditures.
Employees.
The Company employs approximately 7,700 people.
Investments in Unconsolidated Affiliates.
The Company participates in four joint ventures as follows:
(a) Worthington Armstrong Venture manufactures suspended ceiling
systems for concealed and lay-in panel ceilings from three plants
located in Pennsylvania, Maryland and France; (b) Worthington
Specialty Processing processes wide sheet steel from its plant in
Jackson, Michigan; (c) TWB Company, located in the Detroit,
Michigan area, produces laser welded steel blanks for the
automobile industry; and (d) London Industries, Inc. produces
injection molded plastic products in London, Ohio. The Company
also owns a minority equity interest (28%) in Rouge Steel
Company, an integrated steel mill located near Detroit, Michigan.
See Note J of the Notes to the Company's Consolidated Financial
Statements for additional information on these unconsolidated
affiliates of the Company.
Item 2. - Properties.
The Company's principal properties presently consist of 25
owned and 2 leased manufacturing and office facilities. These
properties are located in Ohio (12), Alabama (1), Georgia (3),
Indiana (1), Kentucky (1), Maryland (1), Michigan (2), Oklahoma
(1), Ontario (1), Pennsylvania (1), South Carolina (2) and
Tennessee (1). These plants and offices are used in the
processed steel products (16), custom products (7) and cast
products (3) segments and for general corporate purposes (1).
The above facilities, all of which are well maintained and in
good operating condition, contain in excess of 5,000,000 square
feet, and are adequate to meet the Company's present needs.
See Item 1 under the heading "Investments in Unconsolidated
Affiliates" for the location of the Company's unconsolidated
affiliates.
Item 3. - Legal Proceedings.
The Ohio EPA has threatened to sue the Company's subsidiary,
Buckeye Steel Castings Company, for various alleged air pollution
matters at its foundry in Columbus, Ohio. The primary
allegations concern (a) alleged emissions of fugitive dust from
the facility, mainly related to malfunctions of its dust
collection systems (i.e. baghouses) in 1989; (b) alleged failures
to obtain permits in a timely manner; and (c) alleged failures in
prior years to use reasonably available control measures to
collect dust inside its facility. The Company disputes the
alleged violations, and is currently involved in negotiations in
an attempt to resolve the matter. Any remedy will be discussed
as part of the negotiations.
Item 4. - Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant.
The following table lists the names, positions held, and
ages of all the executive officers of the Company:
<TABLE>
<CAPTION>
Present Office
Name Age Positions with the Company Held Since
<S> <C> <C> <C>
John H. McConnell 71 Chairman of the Board and Director 1955
John P. McConnell 40 Vice Chairman, Chief Execu-
tive Officer and Director 1993
Donald G. Barger, Jr. 51 Vice President-Finance and
Chief Financial Officer 1993
Robert J. Borel 51 Vice President-Engineering 1985
Edward A. Ferkany 57 Vice President-Processed Steel 1985
Thomas L. Hockman 50 Vice President-Personnel 1993
Robert J. Klein 57 Executive Vice President-Market-
ing and Planning and Director 1985
Pete A. Klisares 58 Executive Vice President
and Director 1993
Donal H. Malenick 55 President, Chief Operating
Officer and Director 1976
Charles D. Minor 67 Secretary and Director 1955
</TABLE>
The principal employment of Donal H. Malenick, Robert J.
Klein, Robert J. Borel and Edward A. Ferkany for more than the
last five years has been in their present capacity with the
Company.
John H. McConnell was also Chief Executive Officer of the
Company from its founding in 1955 until June 1, 1993 at which time
he retired as CEO and remained Chairman of the Board.
John P. McConnell's principal occupation for more than five
years prior to July 1990 had been in various capacities with the
Company. In July 1990, he resigned his employment with the Company
to become President of JMAC, Inc., a private holding company. John
P. McConnell was elected Vice Chairman of the Company in June 1992
and became Chief Executive Officer as of June 1, 1993.
Donald G. Barger, Jr. was Vice President-Corporate Controller
for B. F. Goodrich Company for more than five years prior to
September 1993, when he became Vice President-Finance and Chief
Financial Officer of the Company.
Thomas L. Hockman was Assistant Treasurer and Manager of
Compensation and Benefits for the Company for more than five years
prior to becoming Vice President-Personnel in January 1993.
Pete A. Klisares was Manufacturing Vice President and General
Manager for AT&T for more than five years prior to May 1991 and
Executive Director of JMAC, Inc. from May 1991 through December
1991. He became Assistant to the Chairman of the Company in
December 1991 and was named Executive Vice President effective
August 1993.
Charles D. Minor was a partner in the law firm of Vorys,
Sater, Seymour and Pease, counsel to the Company, for more than
five years prior to January 1993. In January 1993 he became
counsel to that firm.
Executive officers serve at the pleasure of the directors.
John H. McConnell is the father of John P. McConnell. There are no
other family relationships among the executive officers of the
Company. No arrangements or understandings exist pursuant to which
any person has been, or is to be, selected as an officer.
PART II
Item 5. - Market for Registrant's Common Equity and Related
Stockholder Matters.
The information called for by this Item 5 is incorporated by
reference herein from the information set forth on pages 32 and 33
of the Company's annual report to shareholders for the year ended
May 31, 1994.
Item 6. - Selected Financial Data.
The information called for by this Item 6 is incorporated by
reference herein from the information presented for each of the
Company's five most recent fiscal years under "Eleven Year Selected
Financial Data" set forth on pages 30 and 31 of the Company's
annual report to shareholders for the year ended May 31, 1994.
Item 7. - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information called for by this Item 7 is incorporated by
reference herein from "Management's Discussion and Analysis" set
forth on pages 19, 20 and 21 of the Company's annual report to
shareholders for the year ended May 31, 1994.
Item 8. - Financial Statements and Supplementary Data.
The following consolidated financial statements of Worthington
Industries, Inc. and Subsidiaries and Report of Independent
Auditors, included in the Company's annual report to shareholders
for the year ended May 31, 1994, on pages 21 through 29 thereof are
incorporated herein by reference.
Consolidated Balance Sheets--May 31, 1994 and 1993
Consolidated Statements of Earnings--Years ended May 31, 1994, 1993
and 1992
Consolidated Statements of Shareholders' Equity--Years ended
May 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows--Years ended May 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Auditors
Item 9. - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10. - Directors and Executive Officers of the Registrant.
In accordance with General Instruction G(3), the information
required by this Item 10 is incorporated by reference herein from
the material under the heading "Election of Directors" contained on
pages 2 through 5 of the Company's definitive proxy statement filed
with the Commission relating to the Company's annual meeting of
shareholders to be held on September 22, 1994. The information
regarding Executive Officers required by Item 401 of Regulation S-K
is included in Part I hereof under an appropriate caption. No
disclosure is required to be made under Item 405 of Regulation S-K.
Item 11. - Executive Compensation.
In accordance with General Instruction G(3), the information
required by this Item 11 is incorporated by reference herein from
the information contained in the Company's definitive proxy
statement filed with the Commission relating to the Company's
annual meeting of shareholders to be held on September 22, 1994
under the heading "Election of Directors - Compensation of
Directors" on page 5 and under the heading "Executive Compensation"
- - - "Summary of Cash and Certain Other Compensation" on pages 7 and
8, "Option Grants" on page 8, and "Option Exercises and Holdings"
on page 9.
Item 12. - Security Ownership of Certain Beneficial Owners and
Management.
In accordance with General Instruction G(3), the information
required by this Item 12 is incorporated by reference herein from
the material under the headings "Voting Securities and Principal
Holders Thereof - Security Ownership of Certain Beneficial Owners"
contained on page 2 and "Election of Directors" contained on pages
2 through 4 of the Company's definitive proxy statement filed with
the Commission relating to the Company's annual meeting of
shareholders to be held on September 22, 1994.
Item 13. - Certain Relationships and Related Transactions.
In accordance with General Instruction G(3), the information
required by this Item 13 is incorporated by reference herein from
the material under the heading "Election of Directors" contained on
pages 2 through 5 of the Company's definitive proxy statement filed
with the Commission relating to the Company's annual meeting of
shareholders to be held on September 22, 1994.
PART IV
Item 14. - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)(1) and (2) The response to this portion of Item 14 is submitted
as a separate section of this report--See List of
Financial Statements and Financial Statement
Schedules on page F-1 of this report - Page 14 of
consecutively numbered original.
(3) Listing of Exhibits--See Index to Exhibits beginning
on page E-1 of this report - Page 24 of
consecutively numbered original. The index to
exhibits specifically identifies each management
contract or compensatory plan required to be filed
as an Exhibit to this Form 10-K.
(b) No report on Form 8-K was filed during the quarter ended
May 31, 1994.
(c) Exhibits filed with this report are attached hereto.
(d) Financial Statement Schedules--The response to this portion of
Item 14 is submitted as a separate section of this report--See
List of Financial Statements and Financial Statement Schedules
on Page F-1 - Page 14 of consecutively numbered original.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WORTHINGTON INDUSTRIES, INC.
Date: August 25, 1994 By: /s/Donal H. Malenick
Donal H. Malenick, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date
indicated.
SIGNATURE DATE TITLE
* * Director, Chairman of the
John H. McConnell Board
* * Director, Vice Chairman,
John P. McConnell Chief Executive Officer
/s/Donal H. Malenick * Director, President,
Donal H. Malenick Chief Operating Officer
* * Director, Executive Vice
Pete A. Klisares President
* * Director, Executive Vice
Robert J. Klein President-Marketing and
Planning
* * Vice President-Finance,
Donald G. Barger, Jr. Chief Financial Officer
* * Director, Secretary
Charles D. Minor
* * Director
Charles R. Carson
* * Director
John E. Fisher
* * Director
John F. Havens
* * Director
Katherine S. LeVeque
* * Director
Robert B. McCurry
* * Director
Gerald B. Mitchell
* * Director
James Petropoulos
* Director
James W. Phillips
*By: /s/Donal H. Malenick Date: 8/25/94
Donal H. Malenick
Attorney-In-Fact
ANNUAL REPORT ON FORM 10K
ITEM 14 (a) (1) AND (2) AND ITEM 14 (d)
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Worthington
Industries, Inc., and Subsidiaries, included in the annual report
of the registrant to its shareholders for the year ended May 31,
1994, are incorporated by reference in Item 8:
Consolidated Balance Sheets -- May 31, 1994 and 1993
Consolidated Statements of Earnings -- Years ended May 31, 1994,
1993 and 1992
Consolidated Statements of Shareholders' Equity -- Years ended
May 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows -- Years ended May 31,
1994, 1993 and 1992
Notes to Consolidated Financial Statements
The following consolidated financial statement schedules of
Worthington Industries, Inc. and Subsidiaries are included in
Item 14 (d):
Schedule V - Property, plant and equipment
Schedule VI - Accumulated depreciation, depletion, and
amortization of property, plant and equipment
Schedule VII - Guarantees of securities of other issuers
Schedule VIII - Valuation and qualifying accounts
Schedule IX - Short-term borrowings
Schedule X - Supplementary income statement information
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, therefore have been omitted.
<TABLE>
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
<S> <C> <C> <C> <C> <C>
Balance Other Changes- Balance
CLASSIFICATION at Beginning Additions Retirements Add (Deduct)- at End
of Period at Cost Describe of Period
Year Ended May 31, 1994:
Land $ 9,765,113 $ 98,345 (A) $ 98,733 $ 9,764,725
Buildings 103,617,744 6,904,448 (A) 1,033,294 234,602 (B) 109,723,500
Machinery and equipment 363,573,317 29,545,629 (A) 3,248,731 815,185 (B) 390,685,400
Construction in progress 11,964,826 10,460,336 (A) (1,049,787)(B) 21,375,375
$488,921,000 $47,008,758 $4,380,758 $0 531,549,000
Year Ended May 31, 1993:
Land $ 9,408,534 $ 416,210 (A) $ 59,631 $ 9,765,113
Buildings 100,407,944 4,134,631 (A) 1,109,844 185,013 (B) 103,617,744
Machinery and equipment 342,141,357 15,361,546 (A) 8,847,592 14,918,006 (B) 363,573,317
Construction in progress 12,924,165 14,294,245 (A) 150,565 (15,103,019)(B) 11,964,826
$464,882,000 $34,206,632 $10,167,632 $ 0 $488,921,000
Year Ended May 31, 1992:
Land $ 9,269,087 $ 147,172 (A) $38,596 $ 30,871 (B) $ 9,408,534
Buildings 83,730,892 9,784,161 (A) 110,722 7,003,613 (B) 100,407,944
Machinery and equipment 287,347,666 36,606,990 (A) 9,390,811 27,577,512 (B) 342,141,357
Construction in progress 44,903,355 3,341,976 (A) 709,170 (34,611,996)(B) 12,924,165
$425,251,000 $49,880,299 $10,249,299 $ 0 $464,882,000
Note A - Such additions relate principally to expansion of existing facilities and to or replacement of
existing equipment.
Note B - Such amounts represent reclassifications.
Note C - The annual provisions for depreciation have been computed principally in accordance with the
following ranges of rates:
Buildings 2-1/2% to 20%
Machinery and equipment 5% to 25%
</TABLE>
<TABLE>
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
Balance Other Changes- Balance
CLASSIFICATION at Beginning Additions Retirements Add (Deduct)- at End
of Period at Cost Describe of Period
<S> <C> <C> <C> <C> <C>
Year Ended May 31, 1994:
Buildings $ 26,901,434 $ 4,371,841 $ 498,869 $ 30,774,406
Machinery and equipment 168,627,566 28,013,159 $ 3,427,131 193,213,594
$195,529,000 $32,385,000 $ 3,926,000 $ 0 $223,988,000
Year Ended May 31, 1993:
Buildings $ 23,100,558 $ 3,985,654 $ 184,778 $ 26,901,434
Machinery and equipment 148,325,442 25,218,346 4,916,222 168,627,566
$171,426,000 $29,204,000 $ 5,101,000 $ 0 $195,529,000
Year Ended May 31, 1992:
Buildings $ 19,629,483 $ 3,531,722 $ 60,647 $ 23,100,558
Machinery and equipment 130,398,517 23,355,278 5,428,353 148,325,442
$150,028,000 $26,887,000 $ 5,489,000 $ 0 $171,426,000
</TABLE>
<TABLE>
SCHEDULE VII -- GUARANTEES OF SECURITIES OF OTHER ISSUERS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
May 31, 1994
<CAPTION>
Nature of Any
Default by Issuer
of Securities
Amount Guaranteed in
Owned by Principal, Interest,
Total Person or Amount in Sinking Fund or
NAME OF ISSUER OF Title of Issue Amount Persons Treasury of Redemption
SECURITIES GUARANTEED of Each Class Guaranteed for Which Issuer of Provisions, or
BY PERSON FOR WHICH of Securities and Statement Securities Nature of Payment of
STATEMENT IS FILED Guaranteed Outstanding Is Filed Guarantee Guarantee Dividends
<S> <S> <C> <C> <C> <C> <C>
Unsecured bank Principal
Worthington Specialty note payable - and
Processing LIBOR plus .375 $10,400,000 interest None
Unsecured bank Principal
note payable - and
London Industries, Inc. LIBOR plus .375 $ 8,800,000 interest None
Unsecured bank Principal
notes payable - and
TWB Company LIBOR plus .375 $18,000,000 interest None
</TABLE>
<TABLE>
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
Additions
Balance (1) (2) Balance at
DESCRIPTION at Beginning Charged to Cost Charged to Other Deductions End of
of Period and Expenses Accounts - Describe - Describe Period
<S> <C> <C> <C> <C> <C>
Year Ended May 31, 1994:
Deducted from asset accounts:
Allowance for possible
losses on trade accounts
receivable $2,351,000 $ 339,172 $ 0 $ 155,172(A) $2,535,000
Year Ended May 31, 1993:
Deducted from asset accounts:
Allowance for possible
losses on trade accounts
receivable $2,148,000 $1,132,389 $ 0 $ 929,389(A) $2,351,000
Year Ended May 31, 1992:
Deducted from asset accounts:
Allowance for possible
losses on trade accounts
receivable $2,320,000 $1,752,667 $1,924,667(A) $2,148,000
Allowance for unrealized
losses on marketable
securities 483,000 483,000(B) 0
$2,803,000 $1,752,667 $0 $2,407,667 $2,148,000
Note A - Uncollectible accounts charged to the allowance.
Note B - Adjustment to bring the cost of marketable securities to market value.
</TABLE>
<TABLE>
SCHEDULE IX -- SHORT-TERM BORROWINGS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
(B) (C)
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest Rate
CATEGORY OF AGGREGATE at End of Interest During the During the During the
SHORT-TERM BORROWINGS Period Rate Period Period Period
<S> <C> <C> <C> <C> <C>
Year Ended May 31, 1994:
Notes payable to bank $10,000,000 4.8% $44,100,000 $16,294,000 3.7%
Year Ended May 31, 1993:
Notes payable to bank $0 $29,400,000 $ 6,005,000 3.5%
Year Ended May 31, 1992:
Notes payable to bank $0 $25,000,000 $ 6,542,000 4.7%
Note A - Notes payable to bank mature generally a week from date of borrowing with no provision for the extension of
their maturity.
Note B - The average amount outstanding during the period was computed by dividing the total of daily outstanding
principal balances by 365.
Note C - The weighted average interest rate during the period was computed by dividing short-term interest expense by
average daily short-term debt outstanding.
</TABLE>
<TABLE>
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
<CAPTION>
ITEM CHARGED TO COSTS AND EXPENSES
Year Ended May 31,
1994 1993 1992
<S> <C> <C> <C>
Maintenance and repairs $37,864,362(A) $32,444,498 $32,454,932
Note A - The increase in maintenance and repairs for 1994 from 1993 is principally due to a general increase in
maintenance and repair expenditures.
Amounts for depreciation and amortization of intangible assets, preoperating costs and similar deferrals; taxes, other
than payroll and income taxes; royalties and advertising costs are not presented as such amounts are less than 1% of
total sales and revenues.
</TABLE>
<TABLE>
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 1994
<CAPTION>
Exhibit
Number Description Page Number
<C> <S> <S>
3(a) Certificate of Incorporation Incorporated herein by
of Worthington Industries, Inc. reference to Exhibit 3 of
the Company's Annual Report
on Form 10-Q for the Quarter
ended August 31, 1993
3(b) Bylaws of Worthington Incorporated herein by
Industries, Inc. reference to Exhibit 3(b) of
the Company's Annual Report
on Form 10-K for the fiscal
year ended May 31, 1992
4 Agreement to furnish Page 26*
instruments defining
rights of holders of
long-term debt
10(a) Amended 1980 Stock Option Incorporated herein by
Plan, as amended** reference to Annex B to the
Prospectus filed as part of
Post-Effective Amendment No.
1 to the Company's
Registration Statement on
Form S-8 (Registration No.
2-80094)
10(b) 1990 Stock Option Plan** Incorporated herein by
reference to Exhibit 10(d)
of the Company's Annual
Report on Form 10-K for the
fiscal year ended May 31,
1994.
10(c) Executive Deferred Incorporated herein by
Compensation Plan** reference to Exhibit 10(e)
of the Company's Annual
Report on Form 10-K for the
fiscal year ended May 31,
1984
10(d) Deferred Compensation Plan Incorporated herein by
for Directors** reference to Exhibit 10(f)
of the Company's Annual
Report on Form 10-K for the
fiscal year ended May 31,
1984
13 Portions of 1994 Annual Page 28*
Report to security holders
incorporated by reference
into Form 10-K
21 Subsidiaries of the Company Page 54*
23 Consent of Independent
Auditors Page 57*
24 Powers of Attorney Page 59*
___________________
*Page number in consecutively numbered original.
**Management compensation plan.
</TABLE>
EXHIBIT 4
Agreement to furnish instruments defining rights of holders of
long-term debt
[TYPE] COVER
August 25, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Worthington Industries, Inc. - Form 10-K
Gentlemen:
Worthington Industries, Inc., a Delaware corporation, is
today executing a Form 10-K, Annual Report.
Pursuant to the instructions relating to the Exhibits,
Worthington Industries, Inc. hereby agrees to furnish to the
Commission, upon request, copies of instruments and agreements
defining the rights of holders of its long-term debt and of the
long-term debt of its consolidated subsidiaries.
Very truly yours,
WORTHINGTON INDUSTRIES, INC.
/s/Donal H. Malenick
Donal H. Malenick
President
Enclosures
EXHIBIT 13
PORTIONS OF 1994 ANNUAL REPORT TO SECURITY HOLDERS
INCORPORATED BY REFERENCE INTO FORM 10-K
<TABLE>
From p. 21 of Annual Report
CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
In thousands, except per share Year Ended May 31 1994 1993 1992
<S> <S> <C> <C> <C>
SALES Net sales $1,285,134 $1,113,242 $ 971,346
Cost of goods sold 1,093,350 938,342 820,587
Gross Margin 191,784 174,900 150,759
Selling, general and administrative expense 72,372 68,809 62,402
Operating Income 119,412 106,091 88,357
Other income (expense):
Miscellaneous income 389 598 1,289
Interest expense (3,017) (3,421) (3,986)
Equity in net income of unconsolidated affiliates 18,851 4,587 5,440
Earnings Before Income Taxes and
Equity in Cumulative Effect of Accounting Changes 135,635 107,855 91,100
Income taxes 50,782 39,907 33,069
Earnings Before Equity in Cumulative Effect
of Accounting Changes 84,853 67,948 58,031
Equity in cumulative effect of accounting changes of
unconsolidated affiliate (3,058)
EARNINGS
Net Earnings $ 84,853 $ 67,948 $ 54,973
Average Common Shares Outstanding 90,378 89,699 88,990
EARNINGS Earnings (loss) per share:
PER SHARE Before cumulative effect of accounting changes $.94 $.76 $.65
Equity in cumulative effect of accounting changes of
unconsolidated affiliate (.03)
Net Earnings $.94 $.76 $.62
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Worthington Industries, Inc. and Subsidiaries
From p. 22 of Annual Report
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Dollars in thousands, except for per share 1994 1993 1992
<S> <S> <C> <C> <C>
COMMON Balance at beginning of year $ 601 $ 595 $ 394
SHARES Sale of common shares under stock option plan,
(375,155 in 1994; 909,539 in 1993; 530,603 in 1992) 4 7 4
Par value of shares issued in connection with share split 301 197
Purchase and retirement of common shares,
(1,436 in 1994; 181,200 in 1993; 1,791 in 1992) (1)
Balance at May 31 $ 906 $ 601 $595
ADDITIONAL Balance at beginning of year $ 81,250 $ 71,623 66,410
PAID-IN Sale of common shares under stock option plan,
CAPITAL (375,155 in 1994; 909,539 in 1993; 530,603 in 1992) 3,875 8,596 4,278
Sale of shares under dividend reinvestment plan,
(74,101 in 1994; 76,598 in 1993; 77,927 in 1992) 1,471 1,179 1,059
Par value of shares issued in connection with share split (301) (197)
Transactions of unconsolidated affiliate 10,134 74
Purchase and retirement of common shares,
(1,436 in 1994; 181,200 in 1993; 1,791 in 1992) (2) (148) (1)
Balance at May 31 $ 96,427 $ 81,250 $71,623
MINIMUM
PENSION Balance at beginning of year ($ 230)
LIABILITY Transactions of unconsolidated affiliate (1,444) ($230)
Balance at May 31 ($1,675) ($230) $
RETAINED Balance at beginning of year $356,567 $320,078 $288,194
EARNINGS Restatement - Note J 4,056
Balance at beginning of year - restated 356,567 320,078 292,250
Net earnings 84,853 67,948 54,973
Cash dividends,
(per share: $.367 in 1994; $.327 in 1993; $.305 in 1992) (33,161) (29,329) (27,127)
Purchase and retirement of common shares,
(1,436 in 1994; 181,200 in 1993; 1,791 in 1992) (25) (2,130) (18)
Balance at May 31 $408,234 $356,567 320,078
See notes to consolidated financial statements.
Worthington Industries, Inc. and Subsidiaries
</TABLE>
<TABLE>
From p 23 of Annual Report
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands May 31 1994 1993
<S> <S> <C> <C>
ASSETS Current Assets
Cash and cash equivalents 13,275 $ 16,691
Short-term investments 898
Accounts receivable, less allowances of
$2,535 and $2,351 at May 31, 1994 and 1993 189,741 168,855
Inventories
Raw materials 125,243 100,239
Work in process and finished products 59,639 58,748
184,882 158,987
Prepaid expenses and other current assets 25,218 18,082
TOTAL CURRENT ASSETS 413,116 363,513
Investment in Unconsolidated Affiliates 51,961 17,945
Other Assets 25,935 19,359
Property, Plant and Equipment
Land 9,765 9,765
Buildings 109,724 103,618
Machinery and equipment 390,685 363,573
Construction in progress 21,375 11,965
531,549 88,921
Less accumulated depreciation 223,988 195,529
307,561 293,392
TOTAL ASSETS 798,573 694,209
LIABILITIES Current Liabilities
Accounts payable $ 97,699 $ 90,461
Notes payable 10,000
Accrued compensation, contributions to
employee benefit plans and related taxes 37,578 34,546
Dividends payable 9,056 7,810
Other accrued items 10,089 8,974
Income taxes 14,607 3,996
Current maturities of long-term debt 1,490 1,165
TOTAL CURENT LIABILITIES 180,519 146,952
Accrued Pension Cost 792 507
Long-Term Debt 54,136 5,626
Deferred Income Taxes 59,233 52,936
Contingent Liabilitites -- Note G
EQUITY Shareholders' Equity
Preferred shares, $1.00 par value, authorized-- 1,000,000 shares, issued and outstanding--none
Common shares, $.01 par value, authorized -- 150,000,000 shares, issued and outstanding--
1994 --90,561,082 shares; 1993 --90,113,262 shares 906 601
Additional paid-in capital 96,427 81,250
Minimum pension liability of unconsolidated affiliate (1,674) (230)
Retained earnings 408,234 356,567
503,893 438,188
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $798,573 $694,209
</TABLE>
<TABLE>
From p 24 of Annual Report
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands Year Ended May 31 1994 1993 1992
<S> <S> <C> <C> <C>
OPERATING Net earnings $84,853 $67,948 $54,973
ACTIVITIES Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation 32,385 29,204 26,887
Gain on sale of short-term investments (911)
Provision for deferred income taxes 7,911 5,995 3,128
Equity in undistributed net income of
unconsolidated affiliates (19,345) (4,587) (5,440)
Equity in cumulative effect of accounting changes of
unconsolidated affiliate 3,058
Changes in assets and liabilities:
Decrease (increase) in:
Short-term investments 129 458
Accounts receivable (20,886) (18,684) (24,070)
Inventories (25,895) (21,326) (13,501)
Prepaid expenses and other current assets (6,460) (563) 824
Other assets (6,576) (14,618) (3,227)
Increase (decrease) in:
Accounts payable and accrued expenses 15,493 23,069 30,238
Accrued pension cost 285 (757) (375)
Long-term deferred income taxes 114 (48)
NET CASH PROVIDED BY OPERATING ACTIVITIES 60,854 65,924 72,905
INVESTING Investment in property, plant and equipment, net (46,554) (29,140) (45,120)
ACTIVITIES Other, net 1,287
NET CASH USED BY INVESTING ACTIVITIES (45,267) (29,140) (45,120)
FINANCING Proceeds from (payments on) short-term borrowings 10,000 (6,500)
ACTIVITIES Proceeds from long-term debt 2,140
Principal payments on long-term debt (1,165) (3,263) (4,092)
Proceeds from issuance of common shares 5,350 9,782 5,341
Repurchase of common shares (27) (2,279) (19)
Dividends paid (33,161) (29,329) (27,127)
NET CASH USED BY FINANCING ACTIVITIES (19,003) (25,089) (30,257)
Increase (decrease) in cash and cash equivalents (3,416) 11,695 (2,472)
Cash and cash equivalents at beginning of year 16,691 4,996 7,468
CASH AND CASH EQUIVALENTS AT END OF YEAR $13,275 $16,691 $4,996
See notes to consolidated financial statements.
Worthington Industries, Inc. and Subsidiaries
From Page 25 of Annual Report
</TABLE>
<TABLE>
INDUSTRY SEGMENT DATA
In thousands May 31 1994 1993 1992
<S> <S> <C> <C> <C>
SALES Net Sales
Processed steel products $ 920,199 $ 767,682 $ 668,578
Custom products 249,459 241,916 217,731
Cast products 115,476 103,644 85,037
$1,285,134 $1,113,242 $ 971,346
EARNINGS Operating Income
Processed steel products $ 98,062 $ 79,187 $ 70,317
Custom products 15,334 20,360 13,948
Cast products 6,016 6,544 4,092
119,412 106,091 88,357
Miscellaneous income 389 598 1,289
Interest expense (3,017) (3,421) (3,986)
Equity in net income of unconsolidated affiliates 18,851 4,587 5,440
$ 135,635 $ 107,855 $ 91,100
ASSETS Identifiable Assets
Processed steel products $ 471,458 $ 428,891 $ 410,051
Custom products 138,015 117,856 105,483
Cast products 75,733 69,843 62,350
Corporate 61,406 59,674 41,273
746,612 676,264 619,157
Investment in unconsolidated affiliates 51,961 17,945 8,803
$ 798,573 $ 694,209 $ 627,960
DEPRECIATION Depreciation Expense
Processed steel products $ 19,075 $ 17,745 $ 15,927
Custom products 7,047 5,598 5,233
Cast products 4,095 3,900 3,879
Corporate 2,168 1,961 1,848
$32,385 $ 29,204 $ 26,887
EXPENDITURES Capital Expenditures
Processed steel products $ 14,693 $ 9,876 $ 28,081
Custom products 19,086 12,640 9,345
Cast products 6,787 5,283 1,631
Corporate 5,988 1,341 6,063
$ 46,554 $ 29,140 $ 45,120
( ) Indicates deduction
Corporate expenses are allocated on a consistent basis among industry segments
over the five-year period. Earnings are before income taxes and cumulative
effect of accounting changes. "Capital expenditures" are net of normal
disposals and exclude amounts in connection with acquisitions and divestitures.
See notes to consolidated financial statements.
Worthington Industries, Inc. and Subsidiaries
From p. 26 of Annual Report
</TABLE>
Notes To Consolidated Financial Statements
NOTE A - Summary of Significant Accounting Policies
Consolidation: The consolidated financial statements
include the accounts of Worthington Industries, Inc. and
Subsidiaries (the "Company"). Investments in unconsolidated
affiliates are accounted for using the equity method.
Significant intercompany accounts and transactions are
eliminated. Certain reclassifications were made to prior
years' amounts to conform with the 1994 presentation.
Cash and Cash Equivalents: The Company considers all
highly liquid investments purchased with a maturity of three
months or less to be cash equivalents.
Short-Term Investments: Short-term investments consist
principally of common stocks carried at the lower of cost or
market. Cost was $898,000 and market value was $1,516,000
at May 31, 1993.
Inventories: Inventories are valued at the lower of
cost or market. Cost is determined using the specific
identification method for steel processing and the first-in,
first-out method for all other businesses.
Property and Depreciation: Property, plant and
equipment are carried at cost and depreciated using the
straight-line method over the estimated useful lives of the
assets. Accelerated depreciation methods are used for
income tax purposes.
Capitalized Interest: Interest is capitalized in
connection with construction of qualified assets. Under
this policy, interest of $443,000 was capitalized in 1992.
Post Retirement Benefits Other Than Pensions: The
Company adopted Financial Accounting Standards Board issued
Statement No. 106, "Employer's Accounting for Post
Retirement Benefits Other Than Pensions," effective June 1,
1993. The adoption of this Statement did not have a
material impact on the Company's operating results or
financial position. As permitted by Statement 106, the
Company elected not to restate the financial statements of
any prior years.
Statements of Cash Flows: With respect to non-cash
activities in fiscal 1994, the Company recorded its
increased equity from the Rouge Steel Company's initial
public offering as an increase in investments in
unconsolidated affiliates(see Note J). During fiscal 1993,
$6,282,000 of inventory and $3,421,000 of fixed assets were
reclassified to investments in unconsolidated affiliates as
the initial investment in Worthington Armstrong Venture.
Supplemental cash flow information for the years ended
May 31, is as follows:
In thousands 1994 1993 1992
Interest paid $ 2,973 $ 3,957 $ 4,129
Income taxes paid 39,957 35,548 29,591
Fair Value of Financial Instruments: The following
methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:
Cash and cash equivalents, other assets, and long-term
debt - The carrying amounts reported in the balance sheets
approximate fair value.
Short-term investments - The fair value for marketable
equity securities are based on quoted market prices.
The concentration of credit risks from financial
instruments, related to the markets discussed in Review of
Operations starting on page 6, are not expected to have a
material effect on the Company's consolidated financial
position, cash flow or future results of operations.
From p. 26 of Annual Report
NOTE B - Shareholders' Equity
On September 16, 1993 and on September 19, 1991, the Company's
Board of Directors authorized three-for-two splits of the common
shares, with distribution of the additional shares on October
22, 1993 and October 25, 1991, to holders of record on October 1,
1993 and October 4, 1991. Also on September 16, 1993, the
shareholders adopted an amendment to the Certificate of
Incorporation of the Company to increase the authorized number of
common shares from 100,000,000 shares to 150,000,000 shares.
References in this annual report to per share amounts and to the
number of common shares have been adjusted, were appropriate, to
give retroactive effect to the share splits. The Board of
Directors is empowered to determine the issue prices, dividend
rates, amounts payable upon liquidation, voting rights and other
terms of the preferred shares when issued.
From pp. 26 & 27 of Annual Report
<TABLE>
<CAPTION>
NOTE C - Debt
Debt at May 31, is summarized as follows:
In thousands May 31 1994 1993
<S> <C> <C>
Short-term notes payable to bank - unsecured $10,000 $ -
Industrial development revenue bonds and notes 14,909 15,359
Notes payable to banks - unsecured 40,000 40,000
Other 717 1,432
65,626 56,791
Less current maturities 11,490 1,165
$54,136 $55,626
</TABLE>
The Company had short-term notes payable to bank totaling $10,000,000,
at May 31, 1994. The rate for these borrowings, which was 4.8% at
May 31, 1994, is based on the bank's cost of funds plus a fixed percent.
The Company has committed lines of credit permitting unsecured borrowings
totaling $40,000,000, at rates below the prime rate. Of these lines of
credit, $35,000,000 were unused at May 31, 1994, and do not require
compensating balances. The industrial development revenue bonds and
notes (IRBs) represent loans to purchase or obligations to lease
facilities and equipment costing $24,601,000. The leases are accounted
for as lease purchases with ownership passing to the Company at the
expiration dates for nominal amounts. The IRBs mature serially through
2011 and may be retired in whole or in part at any time. During the
year ended May 31, 1994, the Company fixed the interest rate on
$11,265,000 of the IRBs at 5.9%. Of the remaining IRBs, $3,531,000
have a fixed interest rate of 8.0%, and $113,000 carry a variable
interest rate based upon a percentage of the prime rate. At May 31,
1994, this interest rate was 4.7%.During the year ended May 31, 1994,
the Company extended the maturity date of a $13,000,000 unsecured bank
note payable from October 1997 to October 2001. This note carries a
variable interest rate based on the Company's choice of one, two,
three or six month London Interbank Offered Rates plus a fixed percent.
At May 31, 1994, this rate was 5.0%. The Company may elect to convert
to a fixed rate at any time during the term of the loan. The remaining
$27,000,000 note payable is a 15 month evergreen note with a current
maturity date of August 1995. At May 31, 1994, the interest rate on
this note, based on the ninety-day London Interbank Offered Rate plus
a fixed percent, was 4.9%. Various debt agreements place restrictions
on financial conditions and require maintenance of certain ratios.
One of these restrictions limits cash dividends and certain other
payments to $3,000,000 plus 75% of net earnings, as defined,
subsequent to May 31, 1976. Retained earnings of $269,395,000 were
unrestricted at May 31, 1994. Principal payments on long-term debt,
including lease purchase obligations, in the next five fiscal years
are as follows: 1995 -- $1,490,000; 1996 -- $27,660,000; 1997 --
$660,000; 1998 -- $4,191,000; 1999 -- $660,000; and thereafter --
$20,965,000. The Company is guarantor on bank loans for three
separate joint ventures. The guarantees totaled $37,200,000
at May 31, 1994 and relate to debt with varying maturities.
The Company believes the guarantees will not significantly
affect the consolidated financial position or future results of
operations.
<TABLE>
From p. 27 of Annual Report
NOTE D - Income Taxes
<CAPTION>
Income taxes for the years ended May 31, were as follows:
In thousands 1994 1993 1992
<S> <C> <C> <C>
Current: Federal $36,907 $29,329 $26,230
State and local 5,964 4,583 3,711
Deferred: Federal 7,627 5,145 2,769
State 284 850 359
$50,782 $39,907 $33,069
</TABLE>
The Company adopted Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes," effective June 1, 1993. This
change had no material effect on the Company's financial position nor
its results of operations. As permitted by Statement 109, the Company has
elected not to restate the financial statements of any prior years.
Under Statement 109, the liability method is used in accounting for income
taxes. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using enacted tax rates and laws that will be
in effect when the differences are expected to reverse. Prior to the
adoption of Statement 109, income tax expense was determined using the
deferred method. Deferred tax expense was based on items of income and
expense that were reported in different years in the financial statements
and tax returns and measured at the tax rate in effect in the year the
difference originated. Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and
liabilities for financial reporting and the amounts used for income tax
purposes. Significant components of the Company's deferred tax liabilities
and assets as of May 31, 1994 are as follows:
<TABLE>
In thousands
Deferred tax assets:
<S> <C>
Allowance for doubtful accounts $1,332
Inventory 939
Accrued expenses 4,393
Income taxes 1,665
Other 360
8,689
Deferred tax liabilities:
Property, plant and equipment 42,680
Undistributed earnings of unconsolidated affiliates 16,553
59,233
Net deferred tax liability $50,544
</TABLE>
The components of deferred income tax expense resulted from the use of
the following:
<TABLE>
In thousands 1993 1992
<S> <C> <C>
Accelerated depreciation $4,379 $2,665
Undistributed earnings of unconsolidated affiliates 1,026 1,422
Other items (590) (959)
$5,995 $3,128
</TABLE>
The reasons for the difference between the effective income
tax rate and the statutory federal income tax rate were as follows:
<TABLE>
<C> <C> <C>
1994 1993 1992
Federal statutory rate 35.0% 34.0% 34.0%
State and local income taxes, net
of federal tax benefit 3.0 3.3 2.9
Other (.6) (0.3) (0.6)
37.4% 37.0% 36.3%
</TABLE>
From pp. 27 & 28 of Annual Report
NOTE E - Employee Benefit Plans
Nonunion employees of the Company participate in a current cash profit
sharing plan and a deferred profit sharing plan. Contributions to and costs
of these plans are determined as a percentage of the Company's operating
income.
Certain operations have non-contributory defined benefit pension plans
covering a majority of their employees qualified by age and service. Company
contributions to these plans comply with ERISA's minimum funding requirements.
A summary of the components of net periodic pension cost for the defined
benefit plans in 1994, 1993 and 1992, and the contributions charged to pension
expense for the defined contribution plans follows:
<TABLE>
In thousands 1994 1993 1992
<S> <C> <C> <C>
Defined benefit plans:
Service cost (benefits earned
during the period) $1,089 $1,115 $1,087
Interest cost on projected
benefit obligation 2,875 2,806 2,680
Actual return on plan assets (1,222) (5,666) (4,713)
Net amortization and deferral (2,544) 1,990 1,646
Net pension cost on defined
benefit plans 198 245 700
Defined contribution plans 3,935 3,387 2,791
Total pension expense $4,133 $3,632 $3,491
</TABLE>
<TABLE>
Pension expense was calculated assuming a weighted average discount rate
and an expected long-term rate of return on plan assets of 8%. Plan assets
consist principally of listed equity securities and fixed income instruments.
The following table sets forth the funded status and amounts recognized in the
Company's consolidated balance sheets for defined benefit pension plans at May 31:
<CAPTION>
Plans Whose Plans Whose
Assets Exceed Accumulated
Accumulated Benefits
Benefits Exceed Assets
In thousands 1994 1993 1994 1993
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested $34,640 $31,651 $5,260 $4,967
Accumulated $35,327 $32,134 $5,497 $5,038
Projected benefit obligation $35,327 $32,134 $5,497 $5,239
Plan assets at fair value 40,935 40,289 4,607 4,644
Projected benefit obligation less than
(in excess of) plan assets $ 5,608 $ 8,155 ($890) ($ 595)
Comprised of:
Accrued pension cost $ - $ - $ (718) $(395)
Prepaid pension cost 1,334 376 - -
Unrecognized:
Net gain 9,575 11,180 (31) 208
Prior service cost (7,568) (5,943) (631) (677)
Unrecorded net asset (obligation)
at transition,
net of amortization 2,267 2,542 (41) (37)
Adjustment to recognize minimum
liability - - 531 306
$ 5,608 $ 8,155 $ (890) $(595)
</TABLE>
From p. 28 of Annual Report
<TABLE>
NOTE F -- Stock Options
Under its employee stock option plans, the Company may grant employees incentive
stock options to purchase shares at not less than 100% of market value at date of
grant or non-qualified stock options at a price determined by the Stock Option
Committee. Generally, options are exercisable at the rate of 20% a year
beginning one year from date of grant and expire ten years thereafter. Common
shares under option:
In thousands, Price Range Number of Options
except per share Per Share 1994 1993 1992
<S> <C> <C> <C> <C>
Exercised $2.62- $9.50 375 909 531
At May 31,
Outstanding $2.62- $9.50 1,164 1,541 2,483
Exercisable 933 1,143 1,499
Available for grants 4,500 4,500 4,500
</TABLE>
The options outstanding at May 31, 1994, were held by 190 persons, had an
average exercise price of $9.00 per share and had expiration dates ranging
from May 1997 to February 2000.
From p. 28 of Annual Report
NOTE G -- Contingent Liabilities
The Company is a defendant in certain legal actions. In the opinion
of management, the outcome of these actions, which is not clearly determinable
at the present time, would not significantly affect the Company's consolidated
financial position or future results of operations.
From p. 28 of Annual Report
NOTE H - Industry Segment Data
Industry segment descriptions on the inside front cover, Company
locations on page 34, and segment data on page 25 of the annual report are
an integral part of these financial statements.
Sales for processed steel products and custom products include $161,602,000
in 1994, $130,483,000 in 1993 and $125,723,000 in 1992 to a major automobile
manufacturer purchasing through decentralized divisions and subsidiaries in
different geographical areas.
From p. 28 of Annual Report
NOTE I -- Related Party Transactions
The Company engages in purchases and sales of certain raw materials and
services to/from affiliated companies at prevailing market prices. Sales for
fiscal 1994 and 1993 totaled $62 million and $55 million, respectively.
Accounts receivable related to these transactions were $9 million and $5
million at May 31, 1994 and 1993, respectively. Purchases for fiscal 1994,
1993 and 1992, totaled $168 million, $157 million, and $139 million,
respectively. Accounts payable related to these transactions included
$22 million and $21 million at May 31, 1994 and 1993, respectively.
From pp. 28 & 29 of Annual Report
NOTE J - Investment in Unconsolidated Affiliates
The Company's investments in affiliated companies which are not majority owned
or controlled are accounted for using the equity method. Investments carried
at equity and the percentage interest owned consist of Worthington Specialty
Processing (50%), London Industries, Inc. (60%), Worthington Armstrong
Venture (50%), TWB Company (50%) and Rouge Steel Company (28%).
During 1994, the Company increased its voting ownership in Rouge, an
integrated steel mill located in Detroit, Michigan. Accordingly, the Company
changed its method of carrying the investment from cost to equity as required
by generally accepted accounting principles. The financial statements of
prior years have been restated back to fiscal 1990, the year of the original
investment in Rouge. The effect of the restatement was to increase 1993 net
income by $1,745,000 or $.02 per share and to decrease 1992 net income by
$562,000 or $.01 per share. Included in the 1992 restatement was equity in
Rouge's cumulative effect of adopting FASB Statements 106 and 109, which
decreased net income by $3,058,000 or $.03 per share. Certain
reclassifications were made to prior year's amounts to conform with
the 1994 presentation.
The Company's equity interest in Rouge for the restatement periods is shown
at 25%. After Rouge's initial public offering (IPO), completed in April 1994,
the Company's interest is 28%. Rouge sold 5,601,800 shares in the IPO for
$123,000,000. The Company recorded its increased equity in Rouge from the IPO
($10,046,000), which is net of deferred taxes ($5,405,000), as additional
paid-in capital. The market value of the Company's investment in Rouge at
May 31 1994, was approximately $156 million.
At May 31, 1994, the Company's share of the underlying net assets of Rouge
exceeded the investment by $10,667,000. The excess is being amortized into
income by increasing equity in net income of unconsolidated affiliates using
the straight-line method over 14 years.
Financial information for affiliated companies accounted for by the equity
method is as follows:
<TABLE>
In thousands 1994 1993 1992
<S> <C> <C> <C>
Current assets $ 514,407 $ 363,745
Noncurrent assets 153,937 123,550
Current liabilities 267,372 168,741
Noncurrent liabilities 166,862 256,923
Minority interests 21,199 9,857
Net sales 1,189,470 1,070,560 $984,572
Gross margin 106,309 58,700 48,491
Income before accounting changes 64,152 15,887 17,783
Net income $ 64,152 $ 15,887 $ (1,470)
The Company's share of undistributed earnings of unconsolidated affiliates
included in consolidated retained earnings was $24,571,000 at May 31, 1994.
</TABLE>
From p. 29 of Annual Report
<TABLE>
NOTE K - Quarterly Results of Operations (Unaudited)
The following is a summary of the unaudited quarterly results of operations for
the years ended May 31, 1994 and 1993:
In thousands, Three Months Ended
except per share Aug. Nov. Feb. May
1994
<S> <C> <C> <C> <C>
Net sales $ 289,890 $ 295,894 $ 323,130 $ 376,220
Gross margin 44,064 43,056 48,179 56,485
Net earnings 19,898 19,412 19,740 25,803
Earnings per share $ 0.22 $ 0.21 $ 0.22 $ 0.29
1993
Net sales $ 250,061 $ 261,295 $ 275,821 $ 326,065
Gross margin 36,504 39,698 43,274 55,424
Net earnings 14,316 15,114 15,032 23,486
Earnings per share $ 0.16 $ 0.17 $ 0.17 $ 0.26
</TABLE>
As more fully described in Note J, the Company changed its method of carrying
the investment in Rouge Steel Company from cost to equity effective for the
quarter ended February 1994. The effect of the change was to increase
previously
reported net earnings for certain prior quarters. For quarters ended August
1992, August 1993, and November 1993 income increased by $1,448,000 ($.02 per
share), $3,541,000 ($.04 per share), and $3,548,000 ($.03 per share),
respectively. The effect on all other quarters was not significant.
From page 29 of Annual Report
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Worthington Industries, Inc.
We have audited the accompanying consolidated balance sheets of Worthington
Industries, Inc. and Subsidiaries as of May 31, 1994 and 1993, and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the three years in the period ended May 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Worthington Industries, Inc. and Subsidiaries at May 31, 1994 and 1993,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended May 31, 1994, in conformity
with generally accepted accounting principles.
As discussed in Note J to the consolidated financial statements, the
Company's 1993 and 1992 financial statements have been restated to
retroactively adopt the equity method of accounting for an investment in an
affiliated company previously carried at cost.
/s/Ernst & Young
ERNST & YOUNG
Columbus, Ohio
June 13, 1994
From pp 30-31 of Annual Report
<TABLE>
ELEVEN YEAR SELECTED FINANCIAL DATA
In thousands, except per share May 31 1994 1993 1992 1991 1990
<S> <S> <C> <C> <C> <C> <C>
FINANCIAL Net Sales $1,285,134 $1,113,242 $ 971,346 $ 871,528 $914,339
RESULTS Cost of Goods Sold 1,093,350 938,342 820,587 742,601 768,961
Gross Margin 191,784 174,900 150,759 128,927 145,378
Selling, General & Administrative Expense 72,372 68,809 62,402 57,507 55,093
Operating Income 119,412 106,091 88,357 71,420 90,285
Miscellaneous Income 389 598 1,289 1,039 1,200
Interest Expense (3,017) (3,421) (3,986) (4,807) (4,245)
Equity in Net Income of Unconsolidated Affiliates 18,851 4,587 5,440 7,416 1,655
Earnings From Continuing Operations Before Taxes
and Accounting Changes 135,635 107,855 91,100 75,068 88,895
Income Taxes 50,782 39,907 33,069 27,264 32,891
Earnings From Continuing Operations Before
Accounting Changes 84,853 67,948 58,031 47,804 56,004
Per Share 0.94 0.76 0.65 0.54 0.62
Depreciation 32,385 29,204 26,887 23,843 20,790
Cash Provided By Operating Activities 60,854 65,924 72,905 35,039 69,698
Cash Dividends 33,161 29,329 27,127 24,054 22,856
Per Share 0.3669 0.3270 0.3048 0.2706 0.2537
Capital Expenditures $46,554 $29,140 $45,120 $63,319 $54,558
Average Shares Outstanding 90,378 89,699 88,990 88,877 90,102
FINANCIAL Current Assets $413,116 $363,513 $311,247 $275,724 $312,943
POSITION Current Liabilities 180,519 146,952 130,855 107,382 133,253
Working Capital 232,597 216,561 180,392 168,342 179,690
Net Fixed Assets 307,561 293,392 293,456 275,223 235,747
Total Assets 798,573 694,209 627,960 570,225 561,897
Long-Term Debt 54,136 55,626 57,345 59,032 42,468
Shareholders' Equity 503,893 438,188 392,295 359,053 345,243
Per Share 5.56 4.86 4.39 4.05 3.85
Total Capital $558,029 $493,814 $449,640 $418,085 $387,711
Shares Outstanding 90,561 90,113 89,308 88,702 89,652
</TABLE>
From p 32 of Annual Report
<TABLE>
SHAREHOLDER INFORMATION
<CAPTION>
Quarterly Volume, Price and Dividend Information
NASDAQ
Fiscal 1993 Shares Average Price Earnings Prices Cash
Quarter Ended Traded Daily Volume Ratio Range Low High Dividends
<S> <C> <C> <C> <C> <C> <C>
August 31 8,428,975 129,677 23-26 $ 14.33 $ 16.50 $ 0.080
November 30 14,706,504 233,437 20-25 $ 12.42 $ 15.75 $ 0.080
February 28 13,732,252 225,119 22-29 $ 14.33 $ 18.50 $ 0.080
May 31 8,993,043 140,516 24-29 $ 16.50 $ 19.83 $ 0.087
Fiscal 1994
Quarter Ended
August 31 12,384,658 190,533 25-29 $ 18.50 $ 21.67 $ 0.087
November 30 19,720,615 313,026 21-27 $ 16.75 $ 21.00 $ 0.090
February 28 10,159,228 163,859 22-27 $ 17.25 $ 21.00 $ 0.090
May 31 8,686,601 137,883 22-24 $ 18.25 $ 20.50 $ 0.100
At May 31, 1994 (9,789 Shareholders)
</TABLE>
From p. 33 of Annual Report
Share Trading
Shares of Worthington Industries common stock are traded in the over-the-
counter market as part of the NASDAQ National Market System. The Company is
identified by the NASDAQ symbol "WTHG" and in most newspaper listings as
"WorthtnInd."
SUBSIDIARIES OF THE COMPANY
EXHIBIT 21
SUBSIDIARIES OF WORTHINGTON INDUSTRIES, INC.
Jurisdiction of
Subsidiary (1) Incorporation
WI Investments, Inc. Delaware
Subsidiaries of WI Investments, Inc.
Worthington Industries, Incorporated Ohio
Worthington Cylinder Corporation Ohio
Worthington Cylinders Ontario
of Canada, Inc.(2)
North American Cylinders, Inc. (2) Alabama
The Worthington Steel Company Kentucky
The Worthington Steel Company Indiana
The Worthington Steel Company N. Carolina
The Worthington Steel Company Maryland
The Worthington Steel Company Michigan
Worthington Steel of Michigan, Inc. Michigan
I. H. Schlezinger, Inc. Ohio
Buckeye Steel Castings Company Ohio
B-I Sales, Inc. (3) Michigan
Worthington Custom Plastics, Inc. (3) Ohio
Worthington Precision Metals, Inc. (4) Tennessee
Buckeye Energy Company, Inc. (3) Ohio
Buckeye International Development,
Inc. (3) Ohio
GSI Engineering, Inc. (3) Delaware
The Worthington Steel Company Pennsylvania
NRM Trucking Co. (5) Delaware
Worthington Ventures, Inc. (5) Delaware
Rapport Insurance, Ltd. Bermuda U.K.
Joint Ventures
Worthington Specialty Processing (6) Michigan
London Industries, Inc. (7) Ohio
TWB Company (8) Michigan
Worthington Armstrong Venture (9) Delaware
* * * * *
(1) All subsidiaries are wholly-owned unless otherwise indicated.
Some insignificant or shell corporations are not listed.
(2) Wholly-owned subsidiary of Worthington Cylinder Corporation
(3) Wholly-owned subsidiary of Buckeye Steel Castings Company
(4) Wholly-owned subsidiary of Worthington Custom Plastics, Inc.
(5) Wholly-owned subsidiary of The Worthington Steel Company
(Pennsylvania)
(6) Joint Venture with USX Corp.
(7) Joint Venture with Nissen Chemical Industry Co., Ltd. and
Sumitomo Corporation of America
(8) Joint Venture with Thyssen, Inc.
(9) Joint Venture with Armstrong World Industries, Inc.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Worthington Industries, Inc. of our report
dated June 13, 1994, included in the 1994 Annual Report to
Shareholders of Worthington Industries, Inc.
Our audits also included the financial statement schedules of
Worthington Industries, Inc. listed in Item 14(a). These schedules
are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information
set forth therein.
We also consent to the incorporation by reference in the
Registration Statements (Form S-8 No. 2-80094) pertaining to the
Worthington Industries, Inc. Amended 1980 Stock Option Plan; (Form
S-3 No. 33-46470) pertaining to the Worthington Industries, Inc.
Dividend Reinvestment and Stock Purchase Plan and (Form S-8 No. 33-
38486) pertaining to the Worthington Industries, Inc. 1990 Stock
Option Plan of our report dated June 13, 1994, with respect to the
consolidated financial statements incorporated herein by reference,
and our report included in the preceding paragraph with respect to
the financial statement schedules included in this Annual Report
(Form 10-K) of Worthington Industries, Inc.
/s/Ernst & Young
ERNST & YOUNG
Columbus, Ohio
August 25, 1994
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/Robert J. Borel
Robert J. Borel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/Charles R. Carson
Charles R. Carson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Edward A. Ferkany
Edward A. Ferkany
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ John E. Fisher
John E. Fisher
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ John F. Havens
John F. Havens
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Robert J. Klein
Robert J. Klein
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Pete A. Klisares
Pete A. Klisares
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Katherine S. LeVeque
Katherine S. LeVeque
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Donal H. Malenick
Donal H. Malenick
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ John H. McConnell
John H. McConnell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ John P. McConnell
John P. McConnell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Robert B. McCurry
Robert B. McCurry
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Charles D. Minor
Charles D. Minor
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ Gerald B. Mitchell
Gerald B. Mitchell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Worthington Industries, Inc., a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1934, its Annual Report on Form 10-K for
the year ended May 31, 1994 constitutes and appoints Donal H.
Malenick, Donald G. Barger, Jr. and Dale T. Brinkman, his true
and lawful attorneys-in-fact and agents, with full power to act
without the other, for him and in his name, place and stead, in
any and all capacities, to sign such Annual Report and any or all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 18th day of August, 1994.
/s/ James Petropoulos
James Petropoulos
