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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): June 28, 2007
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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 June 28, 2007, Worthington Industries, Inc. (the "Registrant") issued a news
release reporting results for the three- and twelve-month periods ended May 31,
2007. 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- and
twelve-month) periods ended May 31, 2007, 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 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 June 28,
2007.
The information in this Current Report on Form 8-K, including Exhibit 99.1
furnished 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.
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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: June 28, 2007
By: /s/Dale T. Brinkman
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Dale T. Brinkman,
Vice President-Administration,
General Counsel & Secretary
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