SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended November 30, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the transition period from ________ to _________
Commission File Number 33-_______
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Worthington Industries, Inc. Deferred Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Worthington Industries, Inc.
1205 Dearborn Drive
Columbus, OH 43085-4769
Exhibit Index on Page 20
Page 1 of 21 Pages
REQUIRED INFORMATION
The following financial statements and schedules for the
Worthington Industries, Inc. Deferred Profit Sharing Plan are
being filed herewith:
Description Page No.
Report of Independent Public Accountants 5
Statements of Net Assets Available for Plan
Benefits as of November 30, 1993 and 1992 6
Statements of Changes in Net Assets Available
For Plan Benefits for the years ended
November 30, 1993, 1992 and 1991 7
Notes to Financial Statements 10
Schedules of Assets Held for Investment-
-November 30, 1993 and 1992 14
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
23 Consent of Independent
Public Accountants 20
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
By:/s/Thomas L. Hockman
Date: March 6, 1995 Thomas L. Hockman, Secretary
of the Fund Committee which
administers the Worthington
Industries Deferred Profit
Sharing Plan
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED NOVEMBER 30, 1993
INDEX TO FINANCIAL STATEMENTS
Description Page No.
Report of Independent Public Accountants 5
Statements of Net Assets Available for Plan
Benefits as of Nov. 30, 1993 and 1992 6
Statements of Changes in Net Assets Available
For Plan Benefits for the years ended
Nov. 30, 1993, 1992 and 1991 7
Notes to Financial Statements 10
Schedules of Assets Held for Investment
Nov. 30, 1993 and 1992 14
INDEPENDENT AUDITOR'S REPORT
The Worthington Industries, Inc.
Deferred Profit Sharing Plan
We have audited the accompanying statement of net assets
available for benefits, including the schedule of investments, of
The Worthington Industries, Inc. Deferred Profit Sharing Plan as
of November 30, 1993, and 1992, and the related statements of
changes in net assets available for benefits for each of the
three years in the period ending November 30 1993, 1992 and 1991.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of November 30, 1993, and
1992,. and the changes in net assets available for benefits for
each of the three years in the period ended November 30, 1993,
1992 and 1991, in conformity with generally accepted account
principles.
/s/Hirth Norris & Graul
Hirth Norris & Graul
Grove City, Ohio
March 6, 1995
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
NOVEMBER 30, 1993 AND 1992
<TABLE>
<CAPTION>
November 30, 1993 November 30, 1992
General Designated Income General Designated Income
Fund Fund Fund Total Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair
value--Note D
United States Government
Securities $ 9,834,938 $ 9,834,938 $5,959,532 $5,959,532
Common stock of
Worthington Ind. $74,908,125 74,908,125 $64,350,000 64,350,000
Other common stocks 28,483,383 28,483,383 27,226,111 27,226,111
Society Bank fixed
income fund 3,828,833 $5,168,764 8,997,597 3,609,352 $3,533,838 7,143,190
Helmsman Prime
Obligations 5,738,872 1,068,842 11,149 6,818,863
One Group Prime Money
Market Fund 2,568,768 99,378 34,776 2,702,922
Other investments 154,194 154,194 159,382 159,382
TOTAL INVESTMENTS 44,870,116 75,007,503 5,203,540 125,081,159 42,693,249 65,418,842 3,544,987 111,657,078
Receivables
Contribution receivable
from Worthington
Industries, Inc. 462,198 370,111 832,309 448,154 340,085 788,239
Contribution receivable
from employees 585,840 585,840 554,606 554,606
Due to (from) related
fund(s) 1,490,000 (1,490,000)
TOTAL RECEIVABLES 2,538,038 (1,119,889) 1,418,149 1,002,760 340,085 1,342,845
Cash 14,026 44 14,070
Accrued investment
income (expense) 258,515 (11,878) 124 246,761 218,803 2,395 44 221,242
TOTAL ASSETS 47,680,695 73,875,780 5,203,664 126,760,139 43,914,812 65,761,322 3,545,031 113,221,165
LIABILITIES
Accrued expenses 5,470 4,579 267 10,316 5,069 3,817 266 9,152
NET ASSETS AVAILABLE FOR
BENEFITS $ 47,675,225 $73,871,201 $5,203,397 $126,749,823 $43,909,743 $65,757,505 $ 3,544,765 $113,212,013
The accompanying notes are an integral part of the financial statements.
</TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
NOVEMBER 30, 1993
<TABLE>
<CAPTION>
November 30, 1993
General Designated Income Fund
Fund Fund Fund Total
ADDITIONS
<S> <C> <C> <C> <C>
Investment income
Interest $973,202 $17,420 $265,123 $1,255,745
Dividends 1,024,430 1,458,600 2,483,030
1,997,632 1,476,020 265,123 3,738,775
Contributions
Contributions from Worthington Ind. 2,131,442 1,693,004 3,824,446
Voluntary participant contributions 844,412 844,412
2,975,854 1,693,004 4,668,858
TOTAL ADDITIONS 4,973,486 3,169,024 265,123 8,407,633
DEDUCTIONS
Benefits paid to plan participants
and beneficiaries 1,671,357 5,172,266 165,208 7,008,831
Administrative expense 31,017 27,076 1,645 59,738
TOTAL DEDUCTIONS 1,702,374 5,199,342 166,853 7,068,569
Net realized and unrealized appreciation
in fair value of investments 749,371 11,449,375 12,198,746
Transfers between funds (255,001) (1,305,361) 1,560,362
NET INCREASES (DECREASES) 3,765,482 8,113,696 1,658,632 13,537,810
Net assets available for
benefits at beginning of year 43,909,743 65,757,505 3,544,765 113,212,013
NET ASSETS AVAILABLE FOR
BENEFITS $ 47,675,225 $ 73,871,201 $ 5,203,397 $ 126,749,823
</TABLE>
The accompanying notes are an integral part of the financial
statements.
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
NOVEMBER 30, 1992
<TABLE>
<CAPTION>
November 30, 1992
General Designated Income Fund
ADDITIONS Fund Fund Fund Total
<S> <C> <C> <C> <C>
Investment income
Interest $997,269 $14,193 $211,260 $1,222,722
Dividends 966,471 1,385,100 2,351,571
1,963,740 1,399,293 211,260 3,574,293
Contributions
Contributions from Worthington Ind. 1,686,911 1,308,906 2,995,817
Voluntary participant contributions 728,248 728,248
2,415,159 1,308,906 3,724,065
TOTAL ADDITIONS 4,378,899 2,708,199 211,260 7,298,358
DEDUCTIONS
Benefits paid to plan participants
and beneficiaries 1,817,089 2,188,708 754,055 4,759,852
Administrative expense 28,451 22,265 1,656 52,372
TOTAL DEDUCTIONS 1,845,540 2,210,973 755,711 4,812,224
Net realized and unrealized appreciation
in fair value of investments 4,524,659 6,016,875 19,573 10,561,107
Transfers between funds (356,963) (622,904) 979,867
NET INCREASES (DECREASES) 6,701,055 5,891,197 454,989 13,047,241
Net assets available for
benefits at beginning of year 37,208,688 59,866,308 3,089,776 100,164,772
NET ASSETS AVAILABLE FOR
BENEFITS $ 43,909,743 $65,757,505 $3,544,765 $113,212,013
</TABLE>
The accompanying notes are an integral part of the financial
statements.
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
NOVEMBER 30, 1991
November 30, 1991
<TABLE>
<CAPTION>
General Designated Income Fund
ADDITIONS Fund Fund Fund Total
<S> <C> <C> <C> <C>
Investment income
Interest $1,187,428 $ 19,133 $ 209,192 $1,415,753
Dividends 813,222 1,249,000 2,062,222
2,000,650 1,268,133 209,192 3,477,975
Contributions
Contributions from
Worthington Ind. 1,405,494 1,091,821 2,497,315
Voluntary participant
contributions 639,632 639,632
2,045,126 1,091,821 3,136,947
TOTAL ADDITIONS 4,045,776 2,359,954 209,192 6,614,922
DEDUCTIONS
Benefits paid to plan participants
and beneficiaries 1,792,257 2,299,401 389,392 4,481,050
Administrative expense 26,951 21,079 1,977 50,007
TOTAL DEDUCTIONS 1,819,208 2,320,480 391,369 4,531,057
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 3,443,204 19,112,500 22,555,704
Transfers between funds 313,649 (1,406,820) 1,093,171
NET INCREASES (DECREASES) 5,983,421 17,745,154 910,994 24,639,569
Net assets available for plan
benefits at beginning of year 31,225,267 42,121,154 2,178,782 75,525,203
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $37,208,688 $ 59,866,308 $3,089,776 $100,164,772
</TABLE>
The accompanying notes are an integral part of the financial
statements.
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993 AND 1992
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Worthington Industries, Inc.
Deferred Profit Sharing Plan (the Plan) are maintained on the
accrual basis.
Marketable securities are included in the financial
statements at their fair market value based on published market
prices at the statement date.
Realized gain or loss on investments is the difference
between the proceeds received and the average cost of investments
sold. Unrealized appreciation in the fair value of investments
is the net change in the difference between fair value and the
cost of investments. These gains or losses and net changes in
the differences between fair value and the cost of investments
are reflected in the statement of changes in net assets available
for plan benefits as net realized and unrealized appreciation in
fair value of investments.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan covering
substantially all fulltime employees of Worthington Industries,
Inc. and subsidiaries (the Company) who meet certain requirements
as to age (18) and length of service (one year), except for those
employees whose benefits are subject to or covered by a
collective bargaining agreement or union contract. The Plan
provides retirement, death and disability benefits. See Note C.
The assets of the Plan are maintained in three investment
funds. The General Fund is comprised of money market instruments
and various marketable securities, and the Designated Fund is
limited primarily to common stock of the Company. The Income
Fund is designed to accept transfers from the General and
Designated Funds for participants who are nearing retirement age
and desire to minimize market risk. This Fund includes
investments in short-term interest bearing instruments.
The Company makes quarterly contributions of 2-1/2% (or
other percentages as specified by the Plan adoption agreements of
certain subsidiaries) of its net operating income before cash
profit sharing, bonuses, contributions to the Plan and provision
for federal income taxes. The Company may make additional
contributions subject to restrictions defined in the Plan
agreement. Participants may designate up to 50% of their Company
contribution for the Designated Fund. Participants may also make
voluntary contributions to the Plan. Subject to approval of the
Fund Committee, these voluntary contributions are available for
withdrawal upon request of the participant.
The Plan provisions give the Company the right to
discontinue its contributions at any time and terminate the Plan.
In the event of termination of the Plan, participants shall
acquire nonforfeitable interests in amounts then credited to
their accounts.
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993 AND 1992
NOTE C - BENEFITS
Upon retirement, death or disability, the book value of a
participant's account is paid to the participant or to his or her
beneficiary. Upon termination, only the vested portion of a
participant's account is subject to distribution ranging from 20% after
three years of credited service to 100% after seven or more years of
credited service. The vested portion of a terminated participant's
account (who has not reached retirement age at the date of termination)
is generally subject to distribution after a five year waiting period
and such distribution may be deferred until the participant reaches
retirement age at the option of the Fund Committee. Accordingly, net
assets included approximately $5,757,737 and $4,068,804 at November 30,
1993 and 1992, respectively, for benefits which will become
distributable to terminated employees in future years. Forfeitures
resulting from terminations of employees who are not fully vested are
allocated to other participants after there has been a one year break
in service.
NOTE D - INVESTMENTS
The Plan's investments are maintained in an unsecured bank-
administered trust fund. The cost of investments at November 30, 1993
and 1992 was as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
General Fund:
United States Government Securities $9,591,223 $ 5,726,110
Other common stocks 21,131,643 18,807,278
Society Bank Fixed Income Fund 3,828,833 3,609,352
Helmsman Prime Obligations 5,738,872
One Group Prime Money Market Fund 2,568,768
Other investments 251,839 285,103
37,372,306 34,167,115
Designated Fund:
Common stock of Worthington
Industries, Inc. 3,624,516 3,662,076
Helmsman Prime Obligations 1,068,842
One Group Prime Money Market Fund 99,378
3,723,894 4,730,918
Income Fund:
Society Bank Fixed Income Fund 5,168,764 3,533,838
Helmsman Prime Obligations 11,149
One Group Prime Money Market Fund 34,776
5,203,540 3,544,987
$ 46,299,740 $42,443,020
</TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993 AND 1992
NOTE D - INVESTMENTS (Continued)
During 1993 and 1992, the Plan's investments (including
investments bought, sold, as well as held during the year)
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
Year ended November 30
1993 1992
Net Net
Appreciation Appreciation
(Depreciation) Fair Value (Depreciation) Fair Value
in Fair Value at end in Fair Value at end
During Year of Year During Year of Year
<S> <C> <C> <C> <C>
United States Gov't
Securities $ 7,819 $9,834,938 $ (81,645) $ 5,959,532
Other common stocks 713,076 28,483,383 4,585,965 27,226,111
Society Bank Fixed
Income Fund 3,828,833 3,609,352
Helmsman Prime Obligations 5,738,872
One Group Prime Money
Market Fund 2,568,768
Other investments 28,476 154,194 20,339 159,382
749,371 44,870,116 4,524,659 42,693,249
Designated Fund:
Common stock of
Worthington
Industries Inc. 11,449,375 74,908,125 6,016,875 64,350,000
Helmsman Prime Obligation 1,068,842
One Group Prime Money
Market Fund 99,378
11,449,375 75,007,503 6,016,875 65,418,842
Income Fund:
Society Bank Fixed
Income Fund 5,168,764 19,573 3,533,838
Helmsman Prime Obligations 11,149
One Group Prime Money
Market Fund 34,776
5,203,540 19,573 3,544,987
12,198,746 $ 125,081,159 $10,561,107 $111,657,078
</TABLE>
Net realized gains on investments of $2,631,385 and $1,966,150
for the years ended November 30, 1993 and 1992 respectively have
been combined with net appreciation (depreciation) in fair value
of investments and are included above and in net realized and
unrealized appreciation in fair value of investments in the
statement of changes in net assets available for plan benefits.
Individual investments that represent 5% or more of the Plan's
net assets at November 30, 1993 are common stock of Worthington
Industries, Inc. and the investment in the Society Bank Fixed
Income Fund
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993 AND 1992
NOTE E - TRANSACTIONS WITH PARTIES-IN-INTEREST
At November 30, 1993 and 1992, the Plan owned 4,342,500 shares
($74,908,125 market value) and 2,925,000 shares ($64,350,000 market
value) respectively of the common stock of Worthington Industries.
Dividend income on these shares was $1,458,600 in 1993 and $1,385,100
in 1992.
During the year the Plan sold 30,000 shares of Worthington
Industries stock for $891,250 which cost $37,560 resulting in a
realized gain of $853,690.
NOTE F - INCOME TAX STATUS
The Plan has received a favorable determination from the Internal
Revenue Service as to the federal income tax status of the Plan, as
amended and restated as of December 1, 1986. Accordingly, no federal
income taxes have been provided for the Plan.
<TABLE>
<CAPTION>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1993
Number of
Shares/
Principal Fair
Description Amount Cost Value
GENERAL FUND:
<S> <C> <C> <C>
United States Government Securities
Federal Home Loan Mortgage Corp. Deb.
6.180%, due November 18, 1997 $ 250,000 $ 250,430 $259,297
Federal National Mortgage Assoc.
5.35%, due August 12, 1998 750,000 753,928 749,767
Federal Home Loan Mortgage Corp. Deb.
5.940%, due September 21, 1999 1,000,000 986,475 1,004,680
Federal National Mortgage Assoc.
5.250%, due March 25, 1998 750,000 747,366 750,232
Federal National Mortgage Assoc.
8.45%, due October 21, 1996 1,000,000 985,752 1,100,310
Federal National Mortgage Assoc.
8.9%, due August 10, 1994 1,250,000 1,243,015 1,295,312
Federal National Mortgage Assoc.
6.05%, due January 12, 1998 1,000,000 1,015,069 1,031,880
Federal National Mortgage Assoc.
6.10%, due February 10, 2000 400,000 411,362 413,252
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%
due Sept. 15, 2007 119,118 121,575 122,617
Government National Mortgage
Assoc., guaranteed pass
through certificate, single
family, 7% due Sept. 15, 2007 356,895 364,256 367,377
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%
due August 15, 2007 23,090 23,566 23,769
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%
due September 15, 2007 417,575 426,187 429,839
United States Treasury Notes
5.50%, due April 15, 2000 1,750,000 1,762,591 1,763,948
United States Treasury Notes
6.00%, due December 31, 1997 250,000 249,840 259,845
United States Treasury Notes
6.375%, due July 15, 1999 250,000 249,811 262,813
$9,591,223 $9,834,938
Other Common Stocks
Akzo NV 20,000 577,700 925,000
Alliant Computer Systems Corp. 8 132 0
American Home Products Corp. 13,000 568,021 814,125
Banta Corp. 15,000 525,550 476,250
</TABLE>
<TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1993
<CAPTION>
Number of
Shares/
Principal Fair
Description Amount Cost Value
<S> <C> <C> <C>
Other Common Stocks (Cont.)
Capital Holding Corp. DEL 18,000 511,575 688,500
Cincinnati Financial Corp. 20,000 516,829 1,040,000
Cincinnati Gas & Electric Co. 30,000 724,562 806,250
Dow Chemical Co. 20,000 1,144,050 1,162,500
Fisher Scientific Intl. Inc. 30,000 938,443 1,020,000
General Electric Co. 17,500 581,998 1,721,563
Glaxo Holdings PLC 30,000 606,805 603,750
GTE Corp. 36,000 518,662 1,341,000
Hanson PLC 55,000 962,885 1,155,000
Hewlett Packard Co. 14,000 1,055,362 1,032,500
Huntington Banc Shares Inc. 41,905 380,449 958,577
Mobil Corp. 14,000 748,565 1,069,250
National Fuel Gas Co. 30,000 1,031,384 1,001,250
Nationsbank Corp. 15,000 576,475 706,875
New England Business Service,
Inc. 30,000 531,900 506,250
Northern States Power Co. 20,000 541,499 845,000
Penney JC, Inc. 21,000 988,636 1,120,875
Philip Morris Companies Inc. 12,500 271,434 700,000
Potlatch Corp. 20,000 709,646 937,500
Price T. Rowe Assoc. Inc. 11,000 529,375 660,000
Public Service Enterprise
Group Inc. 27,500 798,665 890,312
Raven Industries Inc. 18,000 155,590 364,500
Royal Dutch Petroleum Co. 12,000 590,870 1,212,000
Schlumberger Ltd. 15,000 861,830 862,500
Society Corp. 30,000 816,000 862,500
Texaco Inc. 15,000 941,455 961,875
Textron Inc. 20,000 665,483 1,102,500
US West Inc. 20,000 758,613 935,000
Xidex Corp. Warrants 724 1,200 181
21,131,643 28,483,383
Society Bank Fixed Income Fund 3,828,833 3,828,833
One Group Prime Money Market Fund 2,568,768 2,568,768
Other Investments
Limited Partnership
Cardinal Development Capital
Fund I $ 51,550 151,839 59,194
Corporate Bonds
Perry Drug Store, convertible
subordinated debentures, 8.5%,
due September 15, 2010 100,000 100,000 95,000
251,839 154,194
Total - General Fund 37,372,306 44,870,116
</TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1993
<TABLE>
<CAPTION>
Number of
Shares/
Principal Fair
Description Amount Cost Value
DESIGNATED FUND:
<S> <C> <C> <C>
One Group Prime Money Market Fund 99,378 99,378
Common stock of Worthington Ind. 4,342,500 3,624,516 74,908,125
Total - Designated Fund 3,723,894 75,007,503
INCOME FUND:
Society Bank Fixed Income Fund 5,168,764 5,168,764
One Group Prime Money Market Fund 34,776 34,776
Total - Income Fund 5,203,540 5,203,540
TOTAL INVESTMENTS $46,299,740 $125,081,159
</TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1992
<TABLE>
<CAPTION>
Number of
Shares/
Principal Fair
Description Amount Cost Value
GENERAL FUND:
<S> <C> <C> <C>
United States Government Securities
Federal Home Loan Mortgage Corp. Deb.
6.180%, due November 18, 1997 $ 250,000 $ 250,430 $246,408
Federal Home Loan Bank Bonds
8.8%, due October 25, 1993 1,000,000 986,056 1,042,188
Federal National Mortgage Assoc.
7.75%, due November 10, 1993 500,000 473,175 516,875
Federal National Mortgage Assoc.
7.9%, due March 10, 1993 750,000 764,631 758,203
Federal National Mortgage Assoc.
8.45%, due October 21, 1996 1,000,000 985,752 1,076,563
Federal National Mortgage Assoc.
8.9%, due August 10, 1994 1,250,000 1,243,015 1,330,078
Government National Mortgage
Assoc., guaranteed pass
through certificate, 9%,
due April 15, 2001 20 20 21
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%,
due September 15, 2007 124,202 126,763 122,571
Government National Mortgage
Assoc., guaranteed pass
through certificate, single
family, 7% due Sept. 15, 2007 387,014 394,996 381,932
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%
due August 15, 2007 24,692 25,202 24,368
Government National Mortgage
Assoc., guaranteed pass
through certificate, 7%
due Sept. 15, 2007 466,450 476,070 460,325
$5,726,110 $5,959,532
Other Common Stocks
Akzo NV 20,000 577,700 745,000
Alliant Computer Systems Corp. 8 132 6
American Home Products Corp. 13,000 568,021 926,250
Ball Corp. 20,000 710,438 685,000
Capital Holding Corp. DEL 9,000 511,575 597,375
Cincinnati Financial Corp. 24,000 620,195 1,473,000
Cincinnati Gas & Electric Co. 20,000 724,562 727,500
Clayton Homes, Inc. 18,750 154,800 543,750
</TABLE>
<TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1992
<CAPTION>
Number of
Shares/
Principal Fair
Description Amount Cost Value
<S> <C> <C> <C>
Other Common Stocks (Cont.)
Cooper Tire & Rubber Co. 45,000 376,588 1,485,000
Dow Chemical Co. 20,000 1,144,050 1,065,000
General Electric Co. 17,500 581,998 1,456,875
Glaxo Holdings PLC 20,000 366,380 485,000
GTE Corp. 36,000 518,662 1,237,500
Hanson PLC 40,000 684,760 730,000
Huntington Banc Shares Inc. 38,096 380,454 771,444
Kimberly Clark Corp. 14,000 661,310 847,000
Legent Corp. 471 12,566 23,668
Mobil Corp. 14,000 748,565 850,500
Nationsbank Corp. 15,000 576,475 755,625
New England Business Service,
Inc. 20,000 351,000 385,000
Northern States Power Co. 20,000 541,499 867,500
Philip Morris Companies Inc. 22,000 477,725 1,751,750
Potlatch Corp. 18,000 616,016 832,500
Public Service Enterprise
Group Inc. 27,500 798,665 807,812
Raven Industries Inc. 18,000 155,590 319,500
Royal Dutch Petroleum Co. 12,000 590,870 990,000
Smithkline Beecham PLC 20,000 526,573 730,000
Society Corp. 15,000 816,000 933,750
Tenneco Inc. 20,000 930,298 695,000
Texaco Inc. 13,000 813,735 781,625
Textron Inc. 20,000 665,483 850,000
US West Inc. 18,000 666,233 677,250
Woolworth Corp. 35,000 937,160 1,198,750
Xidex Corp. Warrants 724 1,200 181
18,807,278 27,226,111
Society Bank Fixed Income Fund 3,609,352 3,609,352
Helmsman Prime Obligations 5,738,872 5,738,872
Other Investments
Limited Partnership
Cardinal Development Capital
Fund I $ 75,875 185,503 68,382
Corporate Bonds
Perry Drug Store, convertible
subordinated debentures, 8.5%,
due September 15, 2010 $ 100,000 100,000 91,000
285,503 159,382
Total - General Fund 34,167,115 42,693,249
</TABLE>
THE WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
NOVEMBER 30, 1992
<TABLE>
<CAPTION>
Number of
Shares/
Principal Fair
Description Amount Cost Value
DESIGNATED FUND:
<S> <C> <C> <C>
Helmsman Prime Obligations 1,068,842 1,068,842
Common stock of Worthington Ind. 2,925,000 3,662,076 64,350,000
Total - Designated Fund 4,730,918 65,418,842
INCOME FUND:
Society Bank Fixed Income fund 3,533,838 3,533,838
Helmsman Prime Obligations 11,149 11,149
Total - Income Fund 3,544,987 3,544,987
TOTAL INVESTMENTS $42,443,020 $111,657,078
</TABLE>
WORTHINGTON INDUSTRIES, INC.
DEFERRED PROFIT SHARING PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED NOVEMBER 30, 1993
INDEX TO EXHIBITS
Exhibit No. Description Page No.
23 Consent of Independent
Public Accountants 21
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement filed on
Form S-8 with respect to the Worthington Industries, Inc.
Deferred Profit Sharing Plan (the `Plan') of our report dated
March 6, 1995 with respect to the Plan's financial statements
included in the annual report on Form 11-K for the Plan's years
ended November 30, 1993 and 1992, and all references to our firm
included in or made a part of the Registration Statement.
HIRTH NORRIS & GRAUL
Grove City, Ohio
March 6, 1995
