8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2004

WORTHINGTON INDUSTRIES, INC.

(Exact name of Registrant as specified in its Charter)

Ohio	1-8399	31-1189815
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:	(614) 438-3210

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 2 — Financial Information.
#1 #2 #3 SIGNATURES
Exhibit 99.1

Section 2 – Financial Information.

Item 2.02. Results of Operations and Financial Condition.

     On December 16, 2004, Worthington Industries, Inc. (the “Registrant”) issued a news release reporting results for its second quarter of fiscal 2005. A copy of the news release (the “Release”) is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

     (a)-(b) Not applicable.

     (c) Exhibits:

Exhibit No. Description

99.1 News Release issued by Worthington Industries, Inc. on December 16, 2004

     The information in this Current Report on Form 8-K, including Exhibit 99.1 included herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, except if the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

SIGNATURES

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

	WORTHINGTON INDUSTRIES, INC.
Date: December 16, 2004	By:	/s/Dale T. Brinkman
		Dale T. Brinkman, Vice President-
		Administration, General Counsel & Secretary

2

Exhibit 99.1

3

EX-99.1

N E W S   R E L E A S E

For Immediate Release

Worthington Reports Record Second Quarter Results
Earnings Per Diluted Share: $0.54 vs. $0.20

COLUMBUS, Ohio, December 16, 2004 - Worthington Industries, Inc. (NYSE: WOR) today reported record results for the three and six-month periods ended November 30, 2004.

Highlights

Net sales for the second quarter of fiscal 2005 were $745.2 million, an increase of 38% from last year’s $540.1 million. Second quarter net earnings were $47.6 million and earnings per diluted share were $0.54, compared to $16.9 million, or $0.20 per diluted share, for the same period last year.

For the six-month period, net sales rose 46% to $1,514.5 million from $1,038.1 million last year. Net earnings were $105.5 million and earnings per diluted share were $1.19, compared to $22.8 million and $0.26, respectively, for the same period last year.

“I am pleased to report our third consecutive quarter of record quarterly earnings,” said John McConnell, Chairman and CEO of Worthington Industries. “These excellent results for the second quarter do not include any inventory holding benefit and were obtained when two of our key market segments, automotive and commercial construction, were not at their peak. Our core businesses and joint ventures are running very well. We have also announced several new growth opportunities during the quarter:

• We acquired the propane and specialty cylinder assets of Western Industries on September 17, 2004, adding to our product line in the Pressure Cylinders segment.

• We formed a joint venture, Dietrich Residential Construction, in our Metal Framing segment with Pacific Steel Construction to construct military housing framed with light gauge steel.

• We formed a joint venture, Dietrich Metal Framing Canada, with Encore Coils to enter the Canadian metal framing market.

“We are committed to the prudent use of capital as we grow the company,” concluded McConnell.

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Worthington Industries
December 16, 2004
2-2-2

Detailed Results

In the Processed Steel Products segment, quarterly net sales rose 42%, or $133.4 million, to $454.8 million from $321.4 million in the comparable quarter of fiscal 2004. The increase in net sales was the result of higher selling prices (up 50%). Volumes were down 6% due entirely to the sale of the Decatur cold rolling assets in August 2004. Excluding the impact of the Decatur sale, volumes were up 2%. Operating income improved because of a widening in the spread between selling prices and material costs.

In the Metal Framing segment, net sales increased 35%, or $49.4 million, to $191.8 million from $142.4 million in the comparable quarter of fiscal 2004. The increase was the result of higher pricing. Volumes were down 24% as customers faced higher inventories and delayed construction projects due to increased costs. A wider spread between selling prices and material costs was responsible for a significant improvement in operating income.

In the Pressure Cylinders segment, net sales increased 30%, or $22.1 million, to $94.5 million from $72.4 million in the comparable quarter of fiscal 2004. The propane and specialty cylinder assets of Western Industries, acquired on September 17^th, contributed $12.3 million to the sales increase. Excluding sales from the acquired assets, unit volumes were up 9% due to strong sales in most product lines. European revenues rose $4.8 million, of which $2.5 million was due to the weakened dollar. Operating income for the segment increased $2.0 million.

Worthington’s unconsolidated joint ventures continued to perform well. Equity in net income of the seven unconsolidated affiliates totaled $11.7 million, up 40% from $8.4 million in the year ago quarter. The improvement was due to strong results from most of the unconsolidated joint ventures.

Other

Dividend declared

On November 18, 2004, the board of directors declared a quarterly cash dividend of $0.16 per share payable December 29, 2004, to shareholders of record December 15, 2004. This will be the 148^th consecutive quarter that Worthington has paid a dividend since it became a public company in 1968.

Corporate Profile

Worthington Industries is a leading diversified metal processing company with annual sales of more than $2 billion. The Columbus, Ohio, based company is North America’s premier value-added steel processor and a leader in manufactured metal products such as metal framing, pressure cylinders, automotive past model service stampings, metal ceiling grid systems and laser welded blanks. Worthington employs more than 8,000 people and operates 63 facilities in 10 countries.

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Worthington Industries
December 16, 2004
3-3-3

Founded in 1955, the company operates under a long-standing corporate philosophy rooted in the golden rule, with earning money for its shareholders as the first corporate goal. This philosophy, an unwavering commitment to the customer, and one of the strongest employee/employer partnerships in American industry serve as the company’s foundation.

Conference Call

Worthington will review its second quarter results during its quarterly conference call today, December 16, 2004, at 1:30 p.m. Eastern Standard Time. Details on the conference call can be found on the company’s web site at www.WorthingtonIndustries.com

Safe Harbor Statement

The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the company relating to future sales, operating results and earnings per share; projected capacity and working capital needs; pricing trends for raw materials and finished goods; anticipated capital expenditures and asset sales; projected timing, results, costs, charges and expenditures related to facility dispositions, shutdowns and consolidations; new products and markets; expectations for the economy and markets; and other non-historical matters constitute “forward looking statements” within the meaning of the Act. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, product demand and pricing, changes in product mix and market acceptance of products; fluctuations in pricing, quality or availability of raw materials (particularly steel), supplies, utilities and other items required by operations; effects of facility closures and the consolidation of operations; the ability to realize cost savings and operational efficiencies on a timely basis; the ability to integrate newly acquired businesses and achieve synergies therefrom; capacity levels and efficiencies within facilities and within the industry as a whole; financial difficulties of customers, suppliers, joint venture partners and others with whom the company does business; the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; the effect of adverse weather on customers, markets, facilities and shipping operations; changes in customer spending patterns and supplier choices and risks associated with doing business internationally, including economic, political and social instability and foreign currency exposure; acts of war and terrorist activities; the ability to improve processes and business practices to keep pace with the economic, competitive and technological environment; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; level of imports and import prices in the company’s markets; the impact of governmental regulations, both in the United States and abroad; and other risks described from time to time in filings with the United States Securities and Exchange Commission.

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Worthington Industries
December 16, 2004
4-4-4

WORTHINGTON INDUSTRIES, INC.
EARNINGS HIGHLIGHTS
(In Thousands, Except Per Share)

	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2004			2003			2004			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net sales	$	745,168		$	540,078		$	1,514,508		$	1,038,113
Cost of goods sold		620,650			472,836			1,230,346			921,888
Gross margin		124,518			67,242			284,162			116,225
Selling, general & administrative expense		56,130			45,243			120,961			86,863
Impairment charges and other		—			—			5,608			—
Operating income		68,388			21,999			157,593			29,362
Other income (expense):
Miscellaneous expense		(2,873	)		(114	)		(6,332	)		(503	)
Interest expense		(5,652	)		(5,565	)		(11,374	)		(11,156	)
Equity in net income of unconsolidated affiliates		11,740			8,391			25,036			16,327
Earnings before income taxes		71,603			24,711			164,923			34,030
Income tax expense		23,980			7,828			59,441			11,230
Net earnings	$	47,623		$	16,883		$	105,482		$	22,800
Average common shares outstanding — diluted		88,665			86,503			88,389			86,510
Earnings per share — diluted	$	0.54		$	0.20		$	1.19		$	0.26
Common shares outstanding at end of period		87,811			86,134			87,811			86,134
Cash dividends declared per common share	$	0.16		$	0.16		$	0.32		$	0.32

Worthington Industries
December 16, 2004
5-5-5

WORTHINGTON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)

	November 30,		May 31,
	2004		2004
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	11,143	$	1,977
Receivables, net		300,051		348,833
Inventories		465,459		362,906
Deferred income taxes		3,589		3,963
Other current assets		34,410		115,431
Total current assets		814,652		833,110
Investments in unconsolidated affiliates		136,855		109,040
Goodwill		168,441		117,769
Other assets		31,459		27,826
Property, plant and equipment, net		561,116		555,394
Total assets	$	1,712,523	$	1,643,139
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	305,895	$	313,909
Current maturities of long-term debt		1,104		1,346
Other current liabilities		151,094		159,805
Total current liabilities		458,093		475,060
Other liabilities		99,745		95,067
Long-term debt		287,961		288,422
Deferred income taxes		89,526		104,216
Shareholders’ equity		777,198		680,374
Total liabilities and shareholders’ equity	$	1,712,523	$	1,643,139

Worthington Industries
December 16, 2004
6-6-6

WORTHINGTON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

	Six Months Ended
	November 30,
	2004			2003
	(Unaudited)			(Unaudited)
Operating activities
Net earnings	$	105,482		$	22,800
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		28,507			33,706
Impairment charges and other		5,608			—
Other adjustments		(37,001	)		(3,775	)
Changes in current assets and liabilities		(71,952	)		(8,823	)
Net cash provided by operating activities		30,644			43,908
Investing activities
Investment in property, plant and equipment, net		(19,331	)		(14,268	)
Acquisitions, net of cash acquired		(64,889	)		—
Investment in unconsolidated affiliate		(1,500	)		(490	)
Proceeds from sale of assets		83,804			2,937
Net cash used by investing activities		(1,916	)		(11,821	)
Financing activities
Proceeds from short-term borrowings		—			(896	)
Principal payments on long-term debt		(2,018	)		(608	)
Dividends paid		(27,901	)		(27,525	)
Other		10,357			(2,189	)
Net cash used by financing activities		(19,562	)		(31,218	)
Increase in cash and cash equivalents		9,166			869
Cash and cash equivalents at beginning of period		1,977			1,139
Cash and cash equivalents at end of period	$	11,143		$	2,008

Worthington Industries
December 16, 2004
7-7-7

WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL DATA
(In Thousands)

     This supplemental information is provided to assist in the analysis of the results of operations.

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2004		2003		2004		2003
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Processed Steel Products
Volume (tons)		911		966		1,875		1,816
Net sales	$	454,831	$	321,378	$	908,658	$	608,576
Material cost	$	327,900	$	212,841	$	637,650	$	401,826
Operating income	$	34,610	$	13,762	$	70,404	$	21,931
Metal Framing
Volume (tons)		145		192		324		390
Net sales	$	191,772	$	142,417	$	430,163	$	283,481
Material cost	$	110,381	$	86,225	$	228,485	$	179,179
Operating income	$	25,208	$	871	$	76,720	$	(2,783	)
Pressure Cylinders
Volume (units)
Without acquisition		2,970		2,718		6,161		5,841
Acquisition *		6,017		—		6,017		—
		8,987		2,718		12,178		5,841
Net sales
Without acquisition	$	82,210	$	72,434	$	155,436	$	138,969
Acquisition *		12,272		—		12,272		—
	$	94,482	$	72,434	$	167,708	$	138,969
Material cost	$	44,307	$	30,094	$	77,282	$	59,114
Operating income	$	8,827	$	6,855	$	12,017	$	10,393

*      Acquisition of propane and specialty cylinder assets from Western Industries effective September 17, 2004

     The following provides detail of impairment charges and other included in the operating income by segment presented above.

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2004		2003		2004		2003
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Pre-tax impairment charges and other by segment Processed Steel Products	$	—	$	—	$	5,608	$	—
Metal Framing		—		—		—		—
Pressure Cylinders		—		—		—		—
Total impairment charges and other	$	—	$	—	$	5,608	$	—