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, 2001
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
Exhibit Index on Page 4
Page 1 of 14
REQUIRED INFORMATION
The following financial statements and schedule for the
Worthington Industries, Inc. Deferred Profit Sharing Plan are being filed
herewith:
Description Page No.
- ----------- --------
Report of Independent Auditors 5
Statements of Net Assets Available for
Benefits as of December 31, 2001 and 2000 6
Statement of Changes in Net Assets Available For Benefits
for the Year ended December 31, 2001 7
Notes to Financial Statements, Year ended December 31, 2001 8
Schedule of Assets Held for Investment Purposes
at End of Year - December 31, 2001 13
The following Exhibit is being filed herewith:
Exhibit No. Description Page No.
- ----------- ----------- --------
23 Consent of Independent Auditors 14
Page 2
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/ Dale T. Brinkman
----------------------------------------
Date: June 28, 2002 Dale T. Brinkman, Member of the
Administrative Committee which
administers the Worthington Industries,
Inc. Deferred Profit Sharing Plan
Page 3
Worthington Industries, Inc. Deferred Profit Sharing Plan
Financial Statements and Schedule
December 31, 2001 and 2000
Index to Financial Statements
-----------------------------
Contents
Report of Independent Auditors................................................5
Financial Statements
Statements of Net Assets Available for Benefits...............................6
Statement of Changes in Net Assets Available for Benefits.....................7
Notes to Financial Statements.................................................8
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year...............13
4
REPORT OF INDEPENDENT AUDITORS
To the Fund Committee of
Worthington Industries, Inc.
Deferred Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Plan") as
of December 31, 2001 and 2000 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2001. 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 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 audits provide 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 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 2001 is presented
for purposes of additional analysis and is not a required part of the 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 our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ERNST & YOUNG LLP
May 17, 2002
5
Worthington Industries, Inc. Deferred Profit Sharing Plan
Statements of Net Assets Available for Benefits
DECEMBER 31,
2001 2000
-----------------------------------------------
Assets
Investments, at fair value:
Investment in Worthington Deferred Profit
Sharing Plan Master Trust (Notes 1 and 3) $ 150,261,163 $ 144,708,010
Participant loans
2,263,297 2,027,366
Other investments
80,696 93,824
-----------------------------------------------
Total investments, at fair value 152,605,156 146,829,200
Employer contributions receivable -
540,307
-----------------------------------------------
Net assets available for benefits $ 153,145,463 $ 146,829,200
===============================================
See accompanying notes.
6
Worthington Industries, Inc. Deferred Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Contributions:
Employee contributions $ 6,548,107
Employer contributions 5,722,319
Rollover contributions 555,960
Investment income:
Net realized and unrealized appreciation in fair value
of investments (Note 3) 2,474,775
Interest and dividend income 4,976,541
------------
20,277,702
Deductions:
Benefits paid to participants 13,943,034
Administrative expense 18,405
------------
13,961,439
------------
Net increase in net assets 6,316,263
Net assets available for benefits:
Beginning of year 146,829,200
------------
End of year $153,145,463
============
See accompanying notes.
7
Worthington Industries, Inc. Deferred Profit Sharing Plan
Notes to Financial Statements
Year ended December 31, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
As of October 1, 1999, the Plan entered into a Master Trust arrangement with
Fidelity Investments, NA. Prior to October 1, 1999, assets were held by Bank One
Trust, NA. The Plan is one of three participating in the Worthington Deferred
Profit Sharing Plan Master Trust (the "Master Trust"); the other plans are the
TWB Company Deferred Profit Sharing Plan and the Worthington Steel Company
(Malvern) Union Retirement Savings Plan. By amendment dated December 15, 2001,
the TWB Company Deferred Profit Sharing Plan will be withdrawn from 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.
The accompanying financial statements of the Worthington Industries, Inc.
Deferred Profit Sharing Plan (the "Plan") are prepared using the accrual basis
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Master Trust's investments are stated at fair value as determined by the
trustee based on prices published by securities exchanges; where investments are
not listed on an exchange, quotations are obtained from brokers and dealers in
securities. 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. Realized appreciation
(depreciation) in the aggregate fair value of investments is the difference
between the proceeds received and the average cost of investments sold. Net
investment income of the Master Trust includes interest and dividends and
realized and unrealized appreciation or depreciation in the fair value of the
Master Trust's investments.
8
Worthington Industries, Inc. Deferred Profit Sharing Plan
Notes to Financial Statements
Year ended December 31, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PAYMENT OF BENEFITS
Benefit payments are recorded upon distribution.
ADMINISTRATIVE EXPENSES.
Substantially all administrative expenses of the Plan are paid by Worthington
Industries, Inc. (the "Sponsor").
2. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Summary Plan Description for
more complete information.
GENERAL
The Plan is a defined contribution plan covering substantially all full-time
employees of the Sponsor and its subsidiaries and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan was
adopted effective December 1, 1971, and amended and restated as of January 1,
2000 by the Sponsor to provide eligible employees with special incentives for
retirement savings. Employees are eligible for participation upon attaining the
age of eighteen and one year of service, except for those employees whose
benefits are subject to or covered by a collective bargaining agreement or union
contract. In addition, the plan contains provisions for termination, death and
disability benefits.
PARTICIPANT CONTRIBUTIONS
Participants may contribute from 1% to 15% of their annual compensation into a
choice of investment options. In no event shall the amount contributed for any
plan year exceed the amount allowable in computing the participant's federal
income tax exclusion for that plan year.
9
Worthington Industries, Inc. Deferred Profit Sharing Plan
Notes to Financial Statements
Year ended December 31, 2001
2. DESCRIPTION OF THE PLAN (CONTINUED)
EMPLOYER CONTRIBUTIONS
The Sponsor makes quarterly contributions of a portion of its net operating
income before cash profit sharing, bonuses, contributions to the Plan and
provision for federal income taxes, to comply with the safe-harbor provisions
set forth in Code Section 401(k)(12)(C). Additional profit sharing amounts may
be contributed at the option of the Sponsor and are allocated to participants
based on their compensation. Participants direct contributions among a choice of
investment options.
VESTING
Participants have full and immediate vesting in all contributions and related
income credited to their accounts.
PAYMENT OF BENEFITS
Withdrawals under the Plan are permitted for termination of employment, hardship
(as defined by the Plan), or the attainment of age 59 1/2. Distributions may
also be made to the 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.
PARTICIPANT LOANS
Effective April 1, 2000, a participant in the Plan may request a loan not in
excess of the lesser of: (1) 50% of the vested account balance or (2) $50,000. A
participant may have only one loan outstanding at any time. 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. Each loan
bears interest at a rate commensurate with market rates for similar loans and
repayments are made by payroll deduction.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. The
final amounts accumulated in the participants' accounts will be distributed in
accordance with Section 401(k)(10) of the Internal Revenue Code.
10
Worthington Industries, Inc. Deferred Profit Sharing Plan
Notes to Financial Statements
Year ended December 31, 2001
3. INVESTMENTS
The fair value of investments of the Master Trust are summarized as follows:
DECEMBER 31
2001 2000
-------------------- ---------------------
INVESTMENTS, AT FAIR VALUE:
Mutual Funds $120,079,877 $128,633,702
Common Stock Fund 32,927,916 18,339,666
Participant Loans 2,381,698 2,118,272
-------------------- ---------------------
$155,389,491 $149,091,640
==================== =====================
The Plan's share of the investments held by the Master Trust is 98% at December
31, 2001 and 2000. 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.
Investment income for the Master Trust is as follows:
YEAR ENDED
DECEMBER 31, 2001
--------------------------------------
Net realized and unrealized appreciation in the fair
value of investments $2,349,603
Interest and dividend income 5,040,345
--------------------------------------
$7,389,948
======================================
11
Worthington Industries, Inc. Deferred Profit Sharing Plan
Notes to Financial Statements
Year ended December 31, 2001
3. INVESTMENTS (CONTINUED)
During 2001, the Plan's investments (including investments bought, sold, as well
as held during the year) appreciated (depreciated) in fair value as follows:
NET REALIZED AND UNREALIZED
APPRECIATION
(DEPRECIATION) IN FAIR VALUE OF
INVESTMENTS
----------------------------------
Common Stock Fund $13,806,748
Mutual Funds (11,331,993)
----------------------------------
$2,474,755
==================================
4. TRANSACTIONS WITH PARTIES IN INTEREST
As of December 31, 2001 and 2000, the Master Trust held 2,298,197 and 2,274,687
shares of the Sponsor's common stock, respectively. The Master Trust received
cash dividends from the Sponsor of $1,419,865 and $1,262,089 for the years ended
December 31, 2001 and 2000, respectively.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 31, 1996, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. However, subsequent to the issuance of the favorable
determination letter, the Plan was amended and restated, effective January 1,
2000. The Plan applied for a determination letter on February 28, 2002 in order
to ensure the Plan, as amended and restated, is qualified under Section 401(a)
of the Code. The Plan Administrator believes the Plan has maintained its
qualified status since May 31, 1996 and will receive a favorable determination
letter.
12
Worthington Industries, Inc. Deferred Profit Sharing Plan
EIN 31-1189815 Plan 333
Schedule H, Line 4(i)
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2001
-----------------
Unit Fair
UNITS INVESTMENT DESCRIPTION PRICE VALUE
- -------------------------------------------------------------------------------------
- Mass Mutual Life Insurance * - 80,696
--------------------
Total $ 80,696
====================
* Represents investments held outside the Master Trust
13