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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 2006
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WORTHINGTON INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-8399 31-1189815
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Old Wilson Bridge Road, Columbus, Ohio 43085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 438-3210
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Not Applicable
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to both Item 2.02 and Item 7.01:
On December 21, 2006, Worthington Industries, Inc. (the "Registrant") issued a
news release reporting results for the three- and six-month periods ended
November 30, 2006. A copy of the news release (the "Release") is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.
The Release includes information relating to earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the quarterly (three-month) periods
ended November 30, 2005, August 31, 2006 and November 30, 2006 and for the
six-month periods ended November 30, 2005 and November 30, 2006, as well as a
reconciliation of EBITDA to net earnings. EBITDA is a non-GAAP financial measure
as defined in Regulation G. The Registrant's management believes that the
disclosure of this non-GAAP financial measure provides useful information to
investors, equity analysts and other users of the Registrant's financial
information. The presentation of EBITDA is provided as a convenience to the
investment community because EBITDA is a component of key valuation metrics such
as enterprise value to EBITDA. EBITDA does not represent and should not be
considered as an alternative to net earnings or cash flows from operating
activities as determined by accounting principles generally accepted in the
United States of America. The Registrant makes no representation or assertion
that EBITDA is indicative of its cash flows from operations or results of
operations. The Registrant has provided a reconciliation of EBITDA to net
earnings solely for the purpose of complying with Regulation G and not as an
indication that EBITDA is a substitute measure for net earnings. We use EBIDTA
as a measure of our normal operating performance which is factored into
evaluations.
Item 8.01 Other Events.
The Registrant's board of directors has elected John B. Blystone, a member of
the board of directors since 1997, as lead director. In this newly created role,
Mr. Blystone will lead executive sessions of the Registrant's independent
directors, will facilitate information flow and communication between the
directors and the Registrant's chairman, and will perform such other duties and
responsibilities as determined by the board.
Mr. Blystone served as chairman, president and chief executive officer of SPX
Corporation until his retirement in December 2004.
Item 9.01. Financial Statements and Exhibits.
(a)-(c) Not applicable.
(d) Exhibits:
Exhibit No. Description
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99.1 News Release issued by Worthington Industries, Inc.
on December 21, 2006
SIGNATURE
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 21, 2006 By: /s/Dale T. Brinkman
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Dale T. Brinkman,
Vice President-Administration,
General Counsel and Secretary