-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IWl6SYb/BZdxtZLKyK1e2KCMrVdIxl/SAv3m8JsiBXoOTFFEK3N1Ct2NlAIXUQYE 3GRu9pP9MTLasRoZ3RiKzA== 0000950152-03-006315.txt : 20030625 0000950152-03-006315.hdr.sgml : 20030625 20030625114929 ACCESSION NUMBER: 0000950152-03-006315 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 03756101 BUSINESS ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 11-K 1 l01654ae11vk.txt WORTHINGTON INDUSTRIES 11-K/DEFER. PROFIT SHARING UNITED STATES 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 For the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number 33-57981 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 Page 1 of 19 TABLE OF CONTENTS PAGE SIGNATURES................................................................. 4 FINANCIAL STATEMENTS....................................................... 5-15 EXHIBIT INDEX.............................................................. 16 Exhibit 23(a) Consent of Independent Auditors - PricewaterhouseCoopers, LLP 17 Exhibit 23(b) Consent of Independent Auditors - Ernst & Young, LLP......... 18 Exhibit-99(A) Certification................................................ 19 Page 2 of 19 The financial statements and supplemental schedule for the Worthington Industries, Inc. Deferred Profit Sharing Plan are being filed herewith: WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- PAGE ------- Report of Independent Auditors 6-7 Financial Statements: Statements of Net Assets Available for Benefits At December 31, 2002 and 2001 8 Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2002 and 2001 9 Notes to Financial Statements 10-14 EXHIBIT NO. ------- Supplemental Schedule: Schedule H, Line 4i--Schedule of Assets (Held at End of Year) At December 31, 2002 I Page 3 of 19 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: Administrative Committee, Plan Administrator By: /s/ Dale T. Brinkman ------------------------------------ Date: June 24, 2003 Dale T. Brinkman, Member Page 4 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 2002 AND 2001 Page 5 of 19 REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Worthington Industries, Inc. Deferred Profit Sharing Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Plan") at December 31, 2002, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. 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 audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Plan as of December 31, 2001 and for the year then ended were audited by other independent accountants whose report, dated May 17, 2002, expressed an unqualified opinion on those statements. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i--Schedule of Assets (Held At End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers, LLP Columbus, Ohio May 19, 2003 Page 6 of 19 REPORT OF INDEPENDENT AUDITORS To the Fund Committee of Worthington Industries, Inc. Deferred Profit Sharing Plan We have audited the accompanying statement of net assets available for benefits of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Plan") as of December 31, 2001 and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. 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 at December 31, 2001 and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. /s/ ERNST & YOUNG LLP May 17, 2002 Page 7 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 2002 2001 Investments Investment in the Worthington Deferred Profit Sharing Plan Master Trust $139,563,986 $152,524,460 Other investments 83,639 80,696 ------------ ------------ Total investments 139,647,625 152,605,156 Employer contribution receivable 231,586 540,307 ------------ ------------ Net assets available for benefits $139,879,211 $153,145,463 ============ ============ The accompanying notes are an integral part of these financial statements. Page 8 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 2002 2001 Additions to net assets attributed to: Investment (loss) income: (Loss) income from investment in the Worthington Deferred Profit Sharing Plan Master Trust $(12,256,081) $ 7,464,444 Net change in fair value of other investments 2,943 (13,128) ------------ ------------ Total investment (loss) income (12,253,138) 7,451,316 ------------ ------------ Contributions Participant 7,129,946 6,548,107 Employer 5,574,308 5,722,319 Rollover contributions 709,740 555,960 ------------ ------------ Total contributions 13,413,994 12,826,386 ------------ ------------ Total additions 1,160,856 20,277,702 ------------ ------------ Deductions from net assets attributed to: Withdrawals and benefit payments 14,409,309 13,943,034 Administrative expenses 18,756 18,405 ------------ ------------ Total deductions 14,428,065 13,961,439 ------------ ------------ Plan to plan transfers 957 -- ------------ ------------ Net (decrease) increase (13,266,252) 6,316,263 Net assets available for benefits Beginning of year 153,145,463 146,829,200 ------------ ------------ End of year $139,879,211 $153,145,463 ============ ============ The accompanying notes are an integral part of these financial statements. Page 9 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering all nonunion employees of Worthington Industries, Inc. (the Sponsor) and its subsidiaries. Employees must be at least 18 years of age and have completed one year of service. Effective April 1, 2003, full-time employees will be eligible to participate in the Plan after 90 days of service. Seasonal and part-time employees will be eligible to participate in the Plan after one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The trustee of the Plan is Fidelity Management Trust Company (the Trustee). The Plan is one of three plans within the Worthington Deferred Profit Sharing Plan Master Trust (the Master Trust); the other plans are the Worthington Steel (Malvern) Union Retirement Savings Plan and the Gerstenslager Union Retirement Savings Plan. Effective January 2002, the TWB Company, LLC Deferred Profit Sharing Plan, which was included in The Master Trust in 2001, withdrew from the Master Trust. In January 2003, Gerstenslager salaried employees were moved from the Plan into the Gerstenslager Deferred Profit Sharing Plan, a new plan within the Master Trust. The accompanying financial statements reflect the Plan's share of the fair value of the assets of the Master Trust. Under the provisions of the Master Trust Agreement, investment income earned and gains or losses on investments are allocated monthly to the participating plans on the basis of unit ownership at the close of the previous month. PARTICIPANT CONTRIBUTIONS Participants may make pretax contributions up to a maximum of 50% of their annual compensation into a choice of investment options. Participants may also make contributions in the form of rollovers from another qualified pension or profit sharing plan or from an individual retirement account. Pretax contributions are subject to limitations proposed by the Internal Revenue Code (IRC). EMPLOYER CONTRIBUTIONS The Sponsor makes quarterly contributions of a portion of its net operating income before cash profit-sharing and provision for federal income taxes to comply with the safe-harbor provisions set forth in IRC Section 401(k)(12)(C). Page 10 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- At the end of the Plan year, to the extent necessary, an additional contribution is made by the Sponsor to ensure that all active participants who have not received at least 3% of such participants' compensation for the Plan year in employer contributions, receive that amount. Additional profit-sharing amounts may be contributed at the option of the Sponsor and are allocated to participants based on their compensation and years of service. Effective January 1, 2003, the Sponsor will match 50 cents on the dollar of voluntary contributions of the first four percent of such participants' compensation. Participants direct contributions among a choice of investment options. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the employer contributions and earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. VESTING Participants are immediately vested in all contributions and related income credited to their accounts. BENEFITS Withdrawals under the Plan are allowed for termination of employment, hardship (as defined by the Plan) or the attainment of age 59-1/2. Distributions may also be made to a participant in the event of physical or mental disability or to a named beneficiary in the event of the participant's death. Distributions are made in a lump sum. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENTS The Master Trust's investments are stated at fair value. Fair value for the mutual funds is determined by the respective quoted market prices and for the Page 11 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- commingled trust and Worthington Industries, Inc. Common Stock Fund, based on the per unit price at year-end. The Master Trust accounts for the change in the difference between the fair value and the cost of investments as unrealized appreciation (depreciation) in the aggregate fair value of investments. Participant notes are reported at carrying cost plus accrued interest as determined by the Trustee, which approximates fair value. The Plan presents in the statements of changes in net assets the net depreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. PAYMENT OF BENEFITS Benefits are recorded when paid. ADMINISTRATIVE EXPENSES Substantially all Plan expenses are paid by the Sponsor. RECLASSIFICATIONS Certain 2001 amounts have been reclassified to conform with 2002 presentations. 3. PARTICIPANT LOANS Under the terms of the Plan, a participant in the Plan may borrow up to a maximum of $50,000 or 50% of the participant's vested account balance. The repayment terms of loans may not exceed five years, except for loans used to acquire the participant's principal residence which may not exceed ten years. The loans are collateralized by the balance in the participant's account and bear interest at a rate commensurate with market rates for similar loans. Principal and interest are paid through payroll deduction. 4. PLAN TERMINATION Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The final amount accumulated in the participants' accounts will be distributed in accordance with IRC Section 401(k)(10). 5. TAX STATUS The Internal Revenue Service has determined and informed the Sponsor by a letter dated November 25, 2002 that the Plan and related trust are designed in Page 12 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- accordance with applicable sections of the IRC that exempts the Plan from federal tax. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable provisions of the IRC. 6. INVESTMENTS The fair value of investments of the Master Trust are as follows at December 31: 2002 2001 Mutual funds $ 94,222,792 $112,927,681 Worthington Industries, Inc. Common Stock Fund 30,296,489 32,927,916 Commingled trust fund 12,840,674 7,152,196 Participant loans 2,333,113 2,381,698 ------------ ------------ $139,693,068 $155,389,491 ============ ============ The Plan's share of the investments held by the Master Trust is 99% and 98% at December 31, 2002 and 2001, respectively. Each participating retirement plan has an undivided interest in the Master Trust. Investment income is allocated to the Plan based upon its pro rata share in the net assets of the Master Trust. Investments income for the Master Trust for the years ended December 31 is as follows: 2002 2001 Net realized and unrealized (depreciation) appreciation in the fair value of investments $(16,185,954) $2,349,603 Interest and dividend income 3,880,809 5,040,345 ------------ ---------- $(12,305,145) $7,389,948 ============ ========== 7. TRANSACTIONS WITH PARTIES-IN-INTEREST At December 31, 2002 and 2001, the Master Trust held 1,950,968 and 2,298,197, respectively, common shares of the Sponsor in a unitized investment fund held by the Trustee (Worthington Industries, Inc. Common Stock Fund), respectively. The Master Trust received cash dividends from the Sponsor of $1,283,266 and $1,419,865 for the years ended December 31, 2002 and 2001, respectively. Page 13 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The Form 5500 has not been prepared prior to the issuance of the financial statements. The plan administrator does not believe there will be differences between the financial statements and Form 5500. Page 14 of 19 WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN EXHIBIT I SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) AT DECEMBER 31, 2002 - -------------------------------------------------------------------------------- Identity of issued, borrower, Description of investment including Current lessor or similar party maturity date and rate of interest Value - ----------------------------- ----------------------------------- ------- Mass Mutual Life Insurance Co. Life Insurance Contracts $83,639 ======= Page 15 of 19 EXHIBIT INDEX - -------------------------------------------------------------------------------- Exhibit Number Description of Exhibit Page - -------------------------------------------------------------------------------- 23(a) Consent of Independent Auditors - PricewaterhouseCoopers, LLP.. 17 23(b) Consent of Independent Auditors - Ernst & Young, LLP........... 18 99 Certification Pursuant to 18 U.S.C. Section 1350,.............. 19 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002, signed and dated by Dale T. Brinkman, Harry A. Goussetis, Allison M. Sanders and Kay Cooke, as of June 24, 2003 Page 16 of 19 EX-23.A 3 l01654aexv23wa.txt EXHIBIT 23.A Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-57981) of Worthington Industries, Inc. of our report dated May 19, 2003 relating to the financial statements and schedule of the Worthington Industries, Inc. Deferred Profit Sharing Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers, LLP Columbus, Ohio June 24, 2003 Page 17 of 19 EX-23.B 4 l01654aexv23wb.txt EXHIBIT 23.B Exhibit 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-57981) pertaining to the Worthington Industries, Inc. Deferred Profit Sharing Plan of our report dated May 17, 2002, with respect to the 2001 financial statements of the Worthington Industries, Inc. Deferred Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ERNST & YOUNG, LLP Columbus, Ohio June 24, 2003 Page 18 of 19 EX-99 5 l01654aexv99.txt EXHIBIT 99 Exhibit 99 CERTIFICATION PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K for the fiscal year ended December 31, 2002 as filed on behalf of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Plan") with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Members of the Administrative Committee of the Worthington Industries, Inc. Deferred Profit Sharing Plan, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: 1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. By: /s/ Dale T. Brinkman --------------------------------------------- Dale T. Brinkman, Member of the Worthington Industries, Inc. Deferred Profit Sharing Plan By: /s/ Harry A. Goussetis --------------------------------------------- Harry A. Goussetis, Member of the Worthington Industries, Inc. Deferred Profit Sharing Plan By: /s/ Allison M. Sanders --------------------------------------------- Allison M. Sanders, Member of the Worthington Industries, Inc. Deferred Profit Sharing Plan By: /s/ Kay Cooke --------------------------------------------- Kay Cooke, Member of the Worthington Industries, Inc. Deferred Profit Sharing Plan Dated: June 24, 2003 *A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Worthington Industries, Inc. Deferred Profit Sharing Plan and will be retained by the Worthington Industries, Inc. Deferred Profit Sharing Plan and furnished to the Securities and Exchange Commission or its staff upon request. Page 19 of 19 -----END PRIVACY-ENHANCED MESSAGE-----