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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:
Present Office
Name Age Positions with the Company Held Since
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
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.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
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%
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
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:
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
SCHEDULE VII -- GUARANTEES OF SECURITIES OF OTHER ISSUERS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
May 31, 1994
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
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
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
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
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.
SCHEDULE IX -- SHORT-TERM BORROWINGS
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
(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
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.
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
ITEM CHARGED TO COSTS AND EXPENSES
Year Ended May 31,
1994 1993 1992
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.
WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 1994
Exhibit
Number Description Page Number
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.