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):
                     June 24, 2014                      
 
WORTHINGTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Ohio
(State or other jurisdiction 		1-8399
(Commission 		31-1189815
(IRS Employer
of incorporation) File Number) Identification No.)
 
 
200 Old Wilson Bridge Road, Columbus, Ohio
(Address of principal executive offices) 		43085
(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:
 
 
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))

 
 
 
 
 
 
Item 2.02.                   Results of Operations and Financial Condition.
 
Management of Worthington Industries, Inc. (the “Registrant”) conducted a conference call on June 26, 2014 beginning at approximately 10:30 a.m., Eastern Daylight Savings Time, to discuss the Registrant’s unaudited financial results for the fourth quarter of fiscal 2014 (the fiscal quarter ended May 31, 2014).  Additionally, the Registrant’s management addressed certain issues related to the outlook for the Registrant and its subsidiaries and their markets for the coming months.  A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information contained in this Item 2.02 and Exhibit 99.1 furnished with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
 
In the conference call, management referred to diluted earnings per share excluding restructuring and nonrecurring charges.  This represents a non-GAAP financial measure and is used by management as a measure of operating performance.  Earnings per share excluding restructuring and nonrecurring charges is calculated by subtracting the gain and favorable tax adjustment related to the acquisition of an additional 10% interest in TWB Company, L.L.C. (“TWB”), the settlement of a legal dispute, income from insurance proceeds, impairment of long-lived assets, restructuring and other income and joint venture transactions (in each case, after-tax) from net earnings attributable to controlling interest, and dividing the result by the average diluted common shares for the period.  The difference between the GAAP-based financial measure of diluted earnings per share attributable to controlling interest of $2.11 for the fiscal year ended May 31, 2014 and the diluted earnings per share excluding restructuring and nonrecurring charges non-GAAP financial measure of $2.33 for the fiscal year ended May 31, 2014, as mentioned in the conference call, is outlined below.
 
Diluted EPS attributable to controlling interest
  $ 2.11  
Gain on acquisition of additional 10% interest in TWB (after-tax)
    (0.13 )
Favorable tax adjustment on acquisition of additional 10% interest in TWB
(after-tax)
    (0.06 )
Litigation settlement gain (after-tax)
    (0.04 )
Income from insurance proceeds (after-tax)
    (0.06 )
Impairment of long-lived assets
    0.51  
Restructuring and other income
    (0.01 )
Joint venture transactions
    0.01  
Adjusted diluted EPS attributable to controlling interest
  $ 2.33  
         
 
In the conference call, management referred to free cash flow.  This represents a non-GAAP financial measure and is also used by management as a measure of operating performance. Free cash flow is calculated by subtracting investment in property, plant and equipment (capital expenditures) and dividends paid from net cash provided by operating activities.  The difference between the GAAP-based financial measure of net cash provided by operating activities of $8,439,000 for the fiscal quarter ended May 31, 2014 and the free cash flow non-GAAP financial measure of negative $20,988,000 for the fiscal quarter ended May 31, 2014, as mentioned in the conference call, is outlined below (in thousands).
 
 
 
 
 
 
 
Net cash provided by operating activities
  $ 8,439  
Less: Capital expenditures
    (19,181 )
Less: Dividends paid
    (10,246 )
Free cash flow
  $ (20,988 )
 
Item 8.01.
Other Events
 
and
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
 
Base Salary and Short-Term Incentive Compensation for Named Executive Officers .
 
On June 24, 2014, the Compensation and Stock Option Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Registrant approved the following base salaries, which will become effective September 2014; and short-term incentive compensation awards for the twelve-month performance period ending May 31, 2015 for the executive officers identified below who will be listed as the Named Executive Officers of the Registrant in its Proxy Statement for its Annual Meeting of Shareholders to be held on September 25, 2014 (the “Named Executive Officers”).
 
   
Short-Term Incentive Compensation Awards for the Period ending May 31, 2015(i):
 
Name
Annual Base
Salary ($)
 
Threshold ($)
 
Target($)
 
Maximum($)
John P. McConnell
643,750
442,900
885,800
1,771,600
Mark A. Russell
530,500
318,270
636,540
1,273,080
B. Andrew Rose
479,500
251,835
503,670
1,007,340
Geoffrey G. Gilmore
371,000
198,750
397,500
795,000
Andrew J. Billman
360,500
180,250
360,500
721,000
 
 
(i)
The last three columns show the potential payouts which can be earned under short-term cash incentive bonus awards based on achievement of specified levels of performance for the twelve-month period ending May 31, 2015.  Payouts which can be earned under these annual cash incentive bonus awards are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic valued added and earnings per share for the twelve-month performance period with each performance measure carrying a 50% weighting.  For Mr. Gilmore, a Steel Processing business unit executive, the corporate earnings per share measure carries a 20% weighting, the Steel Processing business unit operating income carries a 30% weighting, and the Steel Processing business unit economic value added carries a 50% weighting.  For Mr. Billman, a Pressure Cylinders business unit executive, the corporate earnings per share measure carries a 20% weighting, the Pressure Cylinders business unit operating income carries a 30% weighting, and the Pressure Cylinders business unit economic value added carries a 50% weighting.  For all calculations, restructuring charges and non-recurring items are generally excluded and earnings per share and Steel Processing business unit operating income results are adjusted to eliminate the impact of FIFO gains and losses.  If the performance level falls between threshold and target or between target and maximum, the award is prorated.  If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid.  Annual cash incentive bonus award payouts will be made within a reasonable time following the end of the performance period.  In the event of a change in control of the Company (followed by actual or constructive termination of the Named Executive Officer’s employment during the performance period), the annual cash incentive bonus award would be considered to be earned at target, payable in full, and immediately settled or distributed.
 
 
 
 
 
 
 
LTIP Performance Awards to Named Executive Officers .

The Compensation Committee made, at its meeting on June 24, 2014, the following long-term cash performance awards and performance share awards to the Named Executive Officers under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Long-Term Incentive Plan”) for the three-year performance period ending May 31, 2017.
 
Cash Performance Awards for the Three-Year Period Ending May 31, 2017 :
 
Name
 
Threshold ($)
   
Target ($)
   
Maximum ($)
 
John P. McConnell
    500,000       1,000,000       2,000,000  
Mark A. Russell
    300,000       600,000       1,200,000  
B. Andrew Rose
    300,000       600,000       1,200,000  
Geoffrey G. Gilmore
    150,000       300,000       600,000  
Andrew J. Billman
    150,000       300,000       600,000  

Performance Share Awards for the Three-Year Period Ending May 31, 2017
 
   
No. of Common Shares
 
Name
 
Threshold
   
Target
   
Maximum
 
John P. McConnell
    8,500       17,000       34,000  
Mark A. Russell
    3,500       7,000       14,000  
B. Andrew Rose
    3,500       7,000       14,000  
Geoffrey G. Gilmore
    1,500       3,000       6,000  
Andrew J. Billman
    1,500       3,000       6,000  
 
 
 
 
 

 
Pay-outs of performance awards are generally tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-year performance period and earnings per share growth over such performance period, with each performance measure carrying a 50% weighting.  For Messrs. Gilmore and Billman, business unit executives, the cumulative corporate economic value added and earnings per share growth measures together carry a 50% weighting, and their respective business unit operating income targets are weighted 50%. If the performance level falls between threshold and target or between target and maximum, the award is prorated.  Performance award pay-outs would generally be made no later than three months following the end of the applicable performance period.  Cash performance awards may be paid in cash, common shares of the Registrant, other property, or any combination thereof, at the sole discretion of the Compensation Committee at the time of payment.  Performance share awards will be paid in common shares of the Registrant.  In general, termination of employment results in termination of awards.  However, if termination is due to death, disability or retirement, a pro rata payout will be made if the performance period will end 24 months or less after termination of employment based on the number of months of employment completed by the Named Executive Officer during the performance period before the effective date of termination, provided that the applicable performance goals are achieved.  No payout will be made if the performance period will end more than 24 months after termination of employment.  Unless the Board specifically provides otherwise, in the event of a change in control of the Registrant, performance awards will be considered to be earned, payable in full, and immediately settled or distributed; however, the change in control must be followed by specified types of termination of employment within two years of the change in control for this provision to apply.
 
For further information about the 1997 Long-Term Incentive Plan, and the performance awards which may be made to executive officers of the Registrant, please refer to the 1997 Long-Term Incentive Plan (which was filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (SEC File No. 1-8399)) and the First Amendment and the Second Amendment thereto (which were filed as Exhibits 10.2 and 10.3, respectively, to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2013 (SEC File No. 1-8399)) as well as and the form of letter evidencing performance awards granted under the 1997 Long-Term Incentive Plan with targets for three-year periods ending on or after May 31, 2015 (which is filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2013 (SEC File No. 1-8399)).
 
Stock Option Grants to Named Executive Officers.
 
The Compensation Committee approved, effective June 30, 2014, the following stock option grants to the Named Executive Officers, with the exercise price of each stock option equal to the $43.04 closing price of the common shares of the Registrant on June 30, 2014.  All of these stock options were granted as non-qualified stock options pursuant to the Worthington Industries,
 
 
 
 
 

 
Inc. 2010 Stock Option Plan (the “2010 Stock Option Plan”) and will expire on June 29, 2124, subject to the terms of the 2010 Stock Option Plan in respect of earlier termination or forfeiture.
 
 
 
Name   No. of Common Shares
Underlying Stock Options Granted
 
John P. McConnell     17,000  
Mark A. Russell     9,000  
B. Andrew Rose     9,000  
Geoffrey G. Gilmore     6,000  
Andrew J. Billman     6,000  
 
For further information about the 2010 Stock Option Plan and the stock options which may be granted thereunder,  please refer to the 2010 Stock Option Plan (which was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 5, 2010 (SEC File No. 1-8399) and the Non-Qualified Stock Option Award Agreement to be entered into by the Registrant in order to evidence the grant of non-qualified stock options to the Named Executive Officers effective June 30, 2014 and to be entered into by the Registrant in order to evidence grants on and after June 30, 2011, of non-qualified stock options to executive officers of the Registrant pursuant to the 2010 Stock Option Plan (which is included as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 6, 2011 (SEC File No. 1-8399)).
 
Each non-qualified stock option granted effective June 30, 2014, has an expiration date of June 29, 2024 and vests in one-third increments on each annual anniversary of the grant date, becoming fully vested and exercisable on the third anniversary of the grant date (i.e., June 30, 2017).  If a Named Executive Officer’s employment terminates due to death, disability or retirement, the vested and exercisable portion of the Named Executive Officer’s non-qualified stock option will remain exercisable until the earlier of the expiration date of the non-qualified stock option (June 29, 2024) or the third anniversary of the Named Executive Officer’s termination of employment, and the Compensation Committee may elect, in its sole discretion, to accelerate the vesting of any unvested portion of the non-qualified stock option.  Unless the Compensation Committee otherwise determines, in the event of a change in control (as defined in the 2010 Stock Option Plan), the portion of the non-qualified stock option at that time outstanding will become fully vested and exercisable if the employment of a Named Executive Officer is terminated by the Registrant without cause or by the Named Executive Officer due to an adverse change in his employment terms at any time within the two years following the change in control.  If a Named Executive Officer’s employment terminates other than due to the Named Executive Officer’s death, disability or retirement or following a change in control as described above, any outstanding portion of the non-qualified stock option (whether or not vested) will be forfeited.
 
Restricted Stock Awards.
 
Effective June 24, 2014, the Compensation Committee approved the following restricted stock awards (also referred to as “restricted shares”) made to the Named Executive Officers pursuant to the 1997 Long-Term Incentive Plan to be awarded June 30, 2014:
 
 
 
 
 
 

 
Name   Number of Restricted
Shares Awarded
 
John P. McConnell     22,000  
Mark A. Russell     11,000  
B. Andrew Rose     11,000  
Geoffrey G. Gilmore     6,500  
Andrew J. Billman     5,500  
 
For further information about these restricted shares, please refer to the 1997 Long-Term Incentive Plan and the First Amendment and the Second Amendment thereto as well as the form of Restricted Stock Award Agreement for Awards Granted after June 1, 2014, entered into by the Registrant in order to evidence the grant of restricted shares to the Named Executive Officers effective June 30, 2014 and in the future (which is included as Exhibit 10.1 to this Current Report on Form 8-K).
 
The restricted shares will be held in escrow by the Registrant and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed.  Subject to continued employment of the Named Executive Officer, the restrictions on the restricted shares will lapse and the restricted shares will become fully vested on the third anniversary of the grant date (i.e., on June 30, 2017).  Any unvested restricted shares will become fully vested if the Named Executive Officer dies or becomes disabled, as determined by the Compensation Committee.  Upon a change in control (as defined in the 1997 Long-Term Incentive Plan), the restrictions on the restricted shares will lapse and the restricted shares will become fully vested if the Named Executive Officer’s employment is terminated within two years thereafter by the Registrant without cause or by the Named Executive Officer due to an adverse change in his employment terms.  If the Named Executive Officer retires, the restricted shares will vest on a pro rata basis based on the number of full months served; prior to retirement, provided that the Compensation Committee may elect, in its discretion, to accelerate the vesting of all or a portion of the unvested restricted shares of the Named Executive Officer.  If a Named Executive Officer’s employment with the Registrant terminates for any other reason, the restricted shares will be forfeited.  During the time between the grant date and the vesting date of the restricted shares, a Named Executive Officer may exercise full voting rights in respect of the restricted shares and dividends will be accrued and paid in respect of the restricted shares upon the vesting date, if the underlying restricted shares vest.
 
Other Restricted Stock Awards .

The Compensation Committee also granted, effective June 24, 2014, the following restricted stock awards to the Named Executive Officers identified below pursuant to the 1997 Long-Term Incentive Plan.
 
 
 
 
 
 
 
Name
 
Number of Restricted
Shares Awarded
 
Geoffrey G. Gilmore
    25,000  
Andrew J. Billman      25,000  
 
For further information about the additional restricted stock awards made to Messrs. Gilmore and Billman, refer to the 1997 Long-Term Incentive Plan and the First Amendment and the Second Amendment thereto as well as the form of Restricted Stock Award Agreement which is included as Exhibit 10.2 to this Current Report on From 8-K.
 
The restricted shares will be held in escrow by the Registrant and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed.  Subject to continued employment of each of Messrs. Gilmore and Billman, restrictions on the restricted shares will lapse and the restricted shares will become fully vested if and when both of the following conditions are met: (a) the closing price of the Registrant’s common shares equals or exceeds $60 per share for 30 consecutive calendar days during the five-year period beginning on the effective date of the grant; and (b) the executive officer has remained continuously an employee through the fifth annual anniversary of the effective date of the grant.  Upon a change in control (as defined in the 1997 Long-Term Incentive Plan), the restrictions on the restricted shares will lapse and the restricted shares will become fully vested if the executive officer’s employment is terminated within two years thereafter by the Registrant without cause or by the executive officer due to an adverse change in the terms of his employment.  If either executive officer’s employment with the Registrant terminates for any other reason, the restricted shares will be forfeited; provided that if the executive officer’s employment with the Registrant terminates due to death or disability, the Compensation Committee may, in its sole discretion, elect to have all or a portion of the restricted shares become fully vested.  During the time between the grant date and the vesting date of the restricted shares, the executive officer may exercise full voting rights in respect of the restricted shares and dividends will be accrued and paid in respect of the restricted shares upon the vesting date, if the underlying restricted shares vest.  The restricted shares will be forfeited five years from the effective date of the award (i.e., on June 24, 2019) to the extent that the restrictions thereon have not lapsed.
 
Item 9.01.                      Financial Statements and Exhibits.
 
(a)-(c) Not applicable.
(d) Exhibits :
 
    The following exhibits are included with this Current Report on Form 8-K:
 
 
 
 
 
 
 
Exhibit No.
Description
   
Form of Restricted Stock Award Agreement for Awards Granted after June 1, 2014 entered into by the Registrant in order to evidence the grant, effective as of June 30, 2014, as well as future grants of restricted common shares, which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan.
   
Form of Restricted Stock Award Agreement entered into by the Registrant with each of Geoffrey G. Gilmore and Andrew J. Billman, in order to evidence the grant, effective June 24, 2014, of 25,000 performance-based restricted common shares pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan.
   
Transcript of Worthington Industries, Inc. Earnings Conference Call for Fourth Quarter of Fiscal 2014 (Fiscal Quarter ended May 31, 2014), held on June 26, 2014.
 
 
 
 
 

 
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: July 1, 2014  
  By: /s/Dale T. Brinkman                                       
  Dale T. Brinkman, Vice President-
  Administration, General Counsel & Secretary
 
 
 
Exhibit 10.1
 
WORTHINGTON INDUSTRIES, INC.
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT
FOR AWARDS GRANTED AFTER JUNE 1, 2014
 
Effective as of the date specified in the attached Notice of Grant of Restricted Stock (the “Grant Date”), Worthington Industries, Inc. hereby grants to the individual identified in the Notice of Grant of Restricted Stock (the “Participant”) an award consisting of the number of restricted common shares of the Company (“Restricted Stock”) set forth in the Notice of Grant of Restricted Stock.  The Restricted Stock is subject to the terms and conditions described in the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement for 2014 (this “Agreement”). The “Company” shall mean Worthington Industries, Inc. individually, or together with its sub­sidiaries, as the context requires.
 
Section 1.                       Vesting
 
Except as provided in Section 2 of this Agreement, the Restricted Stock will vest on the third anniversary of the Grant Date, provided that the Participant has continuously remained an employee of the Company through such date.  This three year period is referred to herein as the “Vesting Period”).
 
Section 2.                      Termination of Employment or Change in Control
 
(a)            Death or Disability .  Any unvested shares of Restricted Stock shall become fully vested if the Participant dies or becomes permanently disabled, as determined by the Committee.
 
(b)            Retirement.   If the Participant terminates employment due to retirement, a prorata portion of the unvested shares of Restricted Stock (based on the number of full months in the Vesting Period that have passed before the retirement date) shall vest as of the Retirement Date.  Any remaining unvested shares of Restricted Stock generally are forfeited as of the Retirement Date, but the Committee, in its sole discretion, may cause all or a portion of such shares of the Restricted Stock to vest as of the date of the Participant’s retirement, as determined by the Committee.
 
(c)            Change in Control .  If there is a Change in Control and within two years thereafter, the Participant’s employment is terminated by the Company without “cause” or by the Participant “due to an adverse change in the terms of the Participant’s employment” (as those terms are defined in rules adopted by the Committee), any unvested shares of Restricted Stock shall become fully vested on the date the Participant’s employment is terminated.  The provisions of this Section 2(c) shall apply in lieu of the provisions of Section 10 of the Plan.
 
Section 3.                       Transferability
 
Until the shares of Restricted Stock become vested as described in Section 1 or Section 2, the shares of Restricted Stock may not be sold, gifted, transferred, pledged, assigned or otherwise alienated or hypothecated.
 
 
 
 
 
 
 
Section 4.                       Rights Before Vesting .
 
Before the shares of Restricted Stock vest, (a) the shares of Restricted Stock will be held in escrow by the Company; (b) the Participant may exercise full voting rights associated with the shares of Restricted Stock; and (c) the Participant shall be entitled to all dividends and other distributions paid with respect to the shares of Restricted Stock, but such dividends and other distributions will be held in escrow by the Company and shall be subject to the same restrictions, terms and conditions as the shares of Restricted Stock to which they relate.
 
Section 5.                       Settlement
 
If the applicable terms and conditions of this Agreement are satisfied, the appropriate number of shares of Restricted Stock will be released from any transfer restrictions or delivered to the Participant with reasonable promptness after all applicable restrictions have lapsed.  Any fractional shares of Restricted Stock shall be settled in cash based upon the Fair Market Value of a common share of the Company on the settlement date.
 
The issuance of common shares of the Company shall be subject to the satisfaction of the Company’s counsel that such issuance shall be in compliance with applicable Federal and state securities laws.  Any common shares of the Company delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the common shares of the Company are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any certificates which may be issued to evidence such common shares to make appropriate reference to such restrictions.
 
Section 6.                       Withholding
 
The Company is authorized to withhold in respect of the shares of Restricted Stock, the amount of withholding taxes due in respect of vesting of such shares of Restricted Stock and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.  The Committee may establish procedures for election by the Participant to satisfy such withholding taxes by delivery of, or directing the Company to retain, common shares that would otherwise be deliverable upon vesting of the shares of Restricted Stock.
 
Section 7.                       Forfeiture
 
In the event that the Participant terminates employment with the Company for any reason whatsoever, and within 18 months after the date thereof becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee, the Committee, in its sole discretion, may require the Participant to return to the Company the economic value of the shares of Restricted Stock which is realized or obtained (measured as of the date on which the shares of Restricted Stock vested) by the Participant at any time during the period beginning on that date which is six months prior to the date of the Participant’s termination of employment with the Company plus any dividends or other distributions paid with respect to the shares of Restricted Stock.
 
 
 
 
 
 
 
Section 8.                       Other Terms and Conditions .
 
(a)            Beneficiaries .  The Participant may designate a beneficiary to receive any shares of Restricted Stock that are unsettled or vest in the event of the Participant’s death.  If no beneficiary is designated, the Participant’s beneficiary shall be the Participant’s surviving spouse and, if there is no surviving spouse, the Participant’s estate.
 
(b)            No Guarantee of Employment .  The granting of shares of Restricted Stock shall not confer upon the Participant any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of the Participant at any time, with or without cause.
 
(c)            Governing Law . This Agreement shall be governed by and construed in accordance with the laws (other than laws governing conflicts of laws) of the State of Ohio.
 
(d)            Rights and Remedies Cumulative .  All rights and remedies of the Company and of the Participant enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this Agreement, none shall exclude any other rights or remedies allowed at law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.
 
(e)            Captions .  The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement.
 
(f)            Severability .  If any provision of this Agreement or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and in effect.
 
(g)            Entire Agreement .  This Agreement, together with the Notice of Grant of Restricted Stock and the Plan, which are incorporated herein by reference, constitutes the entire agreement between the Company and the Participant in respect of the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement.  No officer, director, employee or other servant or agent of the Company, and no servant or agent of the Participant, is authorized to make any representation, warranty or other promise not contained in this Agreement.  No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.
 
(h)            Restricted Stock Subject to the Plan . The shares of Restricted Stock are granted subject to the terms and conditions described in this Agreement and the Plan, which is incorporated by reference into and made a part of this Agreement.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan will govern except as specifically provided in this Agreement.  The Committee has the sole responsibility for interpreting the Plan and this Agreement, and the Committee’s determination of the meaning of any provision in the Plan or this Agreement will be binding on the Participant.  Capitalized terms that are not defined in this Agreement have the same meaning as in the Plan.
 
(i)            Section 83(b) Election . The Participant may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock (less any purchase price paid for the shares of Restricted Stock).  The election will be made on a form provided by the Company and must be filed with the Internal Revenue Service no later than 30 days after the Grant Date. The Participant must seek the advice of the Participant’s own tax advisors as to the advisability of making such an election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences associated with the shares of Restricted Stock under federal, state, and any other laws, rules and regulations that may be applicable. The Company and its agents have not and are not providing any tax advice to the Participant.
 
 
 
 
 
 
 
Section 9.                       Application of Section 280G of the Code .
 
If the Company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a "parachute payment" within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a "parachute payment" within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.
 
 
 
 
16908818 V.5
 
Exhibit 10.2
 

WORTHINGTON INDUSTRIES, INC.
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
25,000 SHARES
[FORM]

This Restricted Stock Award Agreement (this “Agreement”) is made effective as of June 24, 2014 (the “Grant Date”) by and between Worthington Industries, Inc. (the “Company”) and the undersigned participant (the “Participant”).
 
Section 1.
Award of Restricted Stock.
 
The Company hereby grants the Participant an award of 25,000 restricted common shares of the Company (the “Restricted Stock”).  The Restricted Stock is subject to the terms and conditions described in the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”) and this Agreement, and is granted pursuant to Section 11 of the Plan.
 
Section 2.
Vesting .
 
(a)            General .  Subject to Section 3, the Restricted Stock will vest if both the Time Based Vesting Condition and the Performance Condition are met within the Award Period (as defined below).
 
(b)            Time Based Vesting Condition .  The Restricted Stock will meet the Time Based Vesting Condition on the fifth annual anniversary of the Grant Date (June 24, 2019); provided that the Participant has continuously remained an employee of the Company or a subsidiary of the Company through such date.
 
(c)            Performance Based Vesting Condition .  The Performance Condition will be met if during any 30-consecutive-calander-day period falling within the Award Period (as defined below), the reported closing price of the Company’s Shares equals or exceeds $60.00 per Share.  Meeting of the Performance Condition is subject to certification by the Committee that the foregoing performance criteria have been established and the Performance Condition applicable to the Restricted Stock have been met on the date as of which such certification is made.
 
The Restricted Stock will be forfeited if the conditions for vesting set forth in Section 2 or Section 3 are not met by the end of the Award Period.
 
The “Award Period” is the period beginning on the Grant Date and ending on the fifth anniversary of the Grant Date.
 
Section 3 .
Accelerated Vesting .
 
(a)            Death or Disability .  Any unvested Restricted Stock generally is forfeited if the Participant terminates employment due to death or disability as determined by the Committee, but (i) the Committee, in its sole discretion, may cause all or a portion of the Restricted Stock to vest as of the date of termination due to death or disability, as determined by the Committee; and (ii) the Committee shall cause all of the Restricted Stock to vest as of the date of termination due to death or disability, as determined by the Committee, if the Performance Condition has been met, but not the Time Based Vesting Condition.
 
 
 
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(b)            Change in Control .  If there is a Change in Control and within two years thereafter the Participant’s employment is terminated by the Company without “cause” or by the Participant “due to an adverse change in the terms of the Participant’s employment” (as those terms are defined in rules adopted by the Committee), any unvested Restricted Stock (to the extent not then forfeited) will become fully vested on the date employment is terminated.  The provisions of this Section 3(b) will apply in lieu of the provisions of Section 10 of the Plan.  For purposes of clarity, no unvested Restricted Stock will vest if the Participant’s termination occurs after the end of the Award Period.
 
(c)            Termination Without Cause .  If the Company terminates the Participant’s employment without “Cause” after the Performance Condition has been met, but before the Time Based Vesting Condition has been met, the Restricted Stock will fully vest as of the date of such termination of employment. “Cause” shall mean the Participant’s (i) willful and continued failure to substantially perform assigned duties; (ii) gross misconduct;  (iii) material breach of any term of any material agreement with the Company or any subsidiary, including this Agreement;  (iv) conviction of (or plea of no contest or nolo contendere to) (A) a felony or (B) a crime other than a felony, which involves a breach of trust or fiduciary duty owned to the Company or any subsidiary; or (v) material violation of the Company’s code of conduct or any other policy of the Company or any subsidiary that applies to the Participant.
 
Section 4.
Restrictions on Transferability.
 
Until the Restricted Stock becomes vested as described in Section 2 or Section 3, the Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. 

Section 5.
Rights Before Vesting.
            
Before the Restricted Stock vests, (a) the Restricted Stock will be held in escrow by the Company; (b) the Participant may exercise full voting rights associated with the Restricted Stock; and (c) the Participant will be entitled to all dividends and other distributions paid with respect to the Restricted Stock, but such dividends and other distributions will be held in escrow by the Company and will be subject to the same restrictions, terms and conditions as the Restricted Stock to which they relate.
 
Section 6.
Settlement.
 
If the applicable terms and conditions of this Agreement are satisfied, the Restricted Stock will be released from any transfer restrictions or delivered to the Participant with reasonable promptness after all applicable restrictions have lapsed.  Any fractional shares of Restricted Stock will be settled in cash based upon the Fair Market Value of a Common Share on the settlement date.
 
 
 
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The issuance of Shares will be subject to the satisfaction of the Company’s counsel that such issuance will be in compliance with applicable Federal and state securities laws.  Any Shares delivered under the Plan will be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any certificates evidencing such Shares to make appropriate reference to such restrictions.
 
Section 7.
Withholding.
 
The Company is authorized to withhold in respect of the Restricted Stock, the amount of withholding taxes due in respect of vesting of such Restricted Stock and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.  The Committee may establish procedures for election by the Participant to satisfy such withholding taxes by delivery of, or directing the Company to retain, Shares that would otherwise be deliverable upon vesting of the Restricted Stock.
 
Section 8.
Non-Competition.
 
In the event that the Participant terminates employment with the Company for any reason whatsoever, and within 18 months after the date thereof becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or any subsidiary of the Company or with any business in which the Company or any subsidiary of the Company has a substantial interest as determined by the Committee, the Committee, in its sole discretion, may require the Participant to return to the Company the economic value of the Restricted Stock which is realized or obtained (measured as of the date on which the Restricted Stock vested) by the Participant at any time during the period beginning on that date which is six months prior to the date of the Participant’s termination of employment with the Company.
 
Section 9.
Other Terms and Conditions.
 
(a)            Beneficiaries .  The Participant may designate a beneficiary to receive any Restricted Stock that is unsettled in the event of the Participant’s death.  If no beneficiary is designated, the Participant’s beneficiary will be the Participant’s surviving spouse and, if there is no surviving spouse, the Participant’s estate.
 
(b)            No Guarantee of Employment .  The granting of Restricted Stock will not confer upon the Participant any right to continued employment with the Company, nor will it interfere in any way with the right of the Company to terminate the employment of the Participant at any time, with or without cause.
 
(c)            Governing Law . This Agreement will be governed by and construed in accordance with the laws (other than laws governing conflicts of laws) of the State of Ohio.
 
 
 
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(d)            Rights and Remedies Cumulative .  All rights and remedies of the Company and of the Participant enumerated in this Agreement will be cumulative and, except as expressly provided otherwise in this Agreement, none will exclude any other rights or remedies allowed at law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.
 
(e)            Captions .  The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement.
 
(f)            Severability .  If any provision of this Agreement or the application of any provision hereof to any person or any circumstance will be determined to be invalid or unenforceable, then such determination will not affect any other provision of this Agreement or the application of said provision to any other person or circumstance, all of which other provisions will remain in full force and in effect.
 
(g)            Entire Agreement .  This Agreement, together with the Notice of Grant and the Plan, which are incorporated herein by reference, constitutes the entire agreement between the Company and the Participant in respect of the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement.  No officer, director, employee or other servant or agent of the Company, and no servant or agent of the Participant, is authorized to make any representation, warranty or other promise not contained in this Agreement.  No change, termination or attempted waiver of any of the provisions of this Agreement will be binding upon any party hereto unless contained in a writing signed by the party to be charged.
 
(h)            Restricted Stock Subject to the Plan.   The Restricted Stock is subject to the terms and conditions described in this Agreement and the Plan, which is incorporated by reference into and made a part of this Agreement.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan will govern except as specifically provided in this Agreement.  The Committee has the sole responsibility for interpreting the Plan and this Agreement, and the Committee’s determination of the meaning of any provision in the Plan or this Agreement will be binding on the Participant.  Capitalized terms that are not defined in this Agreement have the same meaning as in the Plan.

(i)            Section 83(b) Election . The Participant may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Stock (less any purchase price paid for the Restricted Stock).  The election will be made on a form provided by the Company and must be filed with the Internal Revenue Service no later than 30 days after the Grant Date. The Participant must seek the advice of the Participant’s own tax advisors as to the advisability of making such an election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of the Restricted Stock under federal, state, and any other laws, rules and regulations that may be applicable. The Company and its agents have not and are not providing any tax advice to the Participant.
 
 
 
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Section 10.
Application of Section 280G of the Code.
         
If the Company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a “parachute payment” within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “parachute payment” within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Amendment Date set forth above.
 
 
PARTICIPANT WORTHINGTON INDUSTRIES, INC.
______________________________ By: ______________________________
Signature  
______________________________ Its: ______________________________
Printed Name  
Dated: ____________________, 2014 Dated: ____________________, 2014
 
 
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Exhibit 99.1
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THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WOR - Q4 2014 Worthington Industries Inc Earnings Call EVENT DATE/TIME: JUNE 26, 2014 / 02:30PM  GMT OVERVIEW: WOR reported FY14 EPS of $2.11 and adjusted EPS of $2.33. 4Q14 EPS was $0.65, adjusting for restructuring charges.
 
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CORPORATE PARTICIPANTS
 
Cathy Lyttle Worthington Industries Inc. - VP Corporate Communications and IR
John McConnell Worthington Industries Inc. - Chairman, CEO
Andy Rose Worthington Industries Inc. - EVP, CFO
Mark Russell Worthington Industries Inc. - President, COO
 
CONFERENCE CALL PARTICIPANTS
 
Luke Folta Jefferies & Co. - Analyst
Phil Gibbs KeyBanc Capital Markets - Analyst
Aldo Mazzaferro Macquarie Research - Analyst
Nathan Littlewood Credit Suisse - Analyst
 
PRESENTATION
 

Operator
 
Good morning and welcome to the Worthington Industries fourth-quarter year-end 2014 earnings conference call. (Operator Instructions) This conference is being recorded at the request of Worthington Industries. If anyone objects, you may disconnect at this time.

I would like to introduce Ms. Cathy Lyttle, Vice President of Corporate Communications and Investor Relations. Ms. Lyttle, You may begin.
 

Cathy Lyttle - Worthington Industries Inc. - VP Corporate Communications and IR
 
Thanks, Rochelle. Good morning, everyone. Thanks for joining us on our fourth-quarter and year-end conference call. We appreciate your flexibility as we responded to requests to move up our earnings call in deference to the World Cup game. Go USA!

As a reminder, certain statements made on this conference call are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and could cause actual results to differ from those suggested. Please review our earnings release issued this morning for more details on those factors. If you would like to listen to today's call again, a replay will be made available on our website.

In the room with me are John McConnell, Chairman and Chief Executive Officer; Mark Russell, President and Chief Operating Officer; and Andy Rose, Vice President and Chief Financial Officer. John will get us started.

 
John McConnell - Worthington Industries Inc. - Chairman, CEO
 
Thank you, Cathy, and good morning, everyone. We are very proud of our employees, who once again delivered solid year-over-year improvement in the fourth quarter and of course very proud of record results for fiscal 2014. Everyone is doing an excellent job on delivering on our stated goals. Let's get more detail on that. We'll go to Andy and Mark, and Andy will be up first.
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Thank you, John, and good afternoon, everyone. The Company had a terrific fiscal 2014, recording the highest annual earnings per share in our history at $2.11. After adjusting for restructuring and nonrecurring charges, the record was even higher at $2.33 per share.

EBITDA adjusted for impairment charges was $347 million, the second highest in our history, but the previous record of $378 million in 2005 included significant inventory holding gains from rapidly rising steel prices, something we did not experience in 2014.
 
JUNE 26, 2014 / 02:30PM  GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
 
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The fourth quarter of fiscal 2014 improved over the prior-year period, but less than we anticipated as a result of higher than normal costs in our Engineered Cabs business and lingering weather and production delays in our Cylinders energy business.

Quarterly earnings per share adjusted for restructuring charges was $0.65 per share, up from $0.60 a year ago. Restructuring and impairment charges totaled $0.21 per share in the fourth quarter and inventory holding losses also hurt earnings by $0.01 per share.

Several unique items impacted the quarter. The Company received a settlement of $4.9 million during the quarter related to our 2012 cylinder recall. Net of all legal fees incurred, the recovery was $3.6 million. The Company also booked a $2.7 million gain from insurance proceeds on our Austria acetylene plant, which was destroyed by fire. Offsetting these gains was $2 million of purchase accounting adjustments from acquisitions.

Impairment and restructuring charges totaling $0.21 per share were as follows. First, a $19 million impairment of our India cylinder operation as we will be winding down this investment. 40% of this charge, or $7.6 million, is attributable to our minority partner and is eliminated in the noncontrolling interest line. So, the net impairment is $11.4 million. Second, a $2.5 million impairment charge related to the sale of PSM, our specialty stainless steel business. And third, a $1.4 million intangibles write-off related to our aluminum high-pressure business in Mississippi.

While we are disappointed in the financial performance of these investments, we remain disciplined in requiring our businesses to be EVA positive with a credible plan to grow. When they cannot meet this standard, we will exit and redeploy the capital in higher return areas.

Volume was up 35% for Steel Processing and 20% when excluding the impact of TWB. Steel Processing volumes in the fourth quarter approached peak levels seen prior to the downturn.

Cylinders volumes declined 2% as energy, alternative fuels and industrial products, particularly in Europe, all declined modestly, offset by strong volumes and retail here in the US.

The integration of Palmer Tank, our second acquisition in the oil and gas energy production space, has been completed, but the business underperformed in the last two quarters as a result of weather delays and production issues with the addition of a second shift. The business is performing better as of late, and we remain confident that it is well positioned to capitalize on the growth in the energy markets in the US. We are now focusing on integrating our newest energy platform in North Dakota as we complete our ability to deliver products and services to our customers in all of the key energy regions.

Engineered Cabs business has stabilized on the revenue front, but we continue to invest in people, technology and process improvement, which is driving higher manufacturing and SG&A costs in the near-term. Over $2.5 million of nonrecurring costs from relocations, intangible write-offs from the purchase of our Watertown buildings, over time as we ramp up production for several new cab models and transformation team costs are hampering profitability. Equity income from our joint ventures during the quarter was essentially flat after excluding a prior-year restructuring charge and the removal of TWB from equity earnings. Most JVs posted positive year-on-year results, with the exception of ClarkDietrich.

We received dividends of $15.3 million during the quarter.

Free cash flow for the quarter was a negative $21 million, driven by a $60 million increase in working capital and $19 million in capital projects. We distributed $10 million in dividends and repurchased 1 million shares at an average price of $37.14 during the quarter.

Debt increased by $225 million during the quarter primarily related to the issuance of $250 million of 12-year notes at 4.55% in April. We also spent $29 million on the acquisition of Steffes, an energy tank manufacturing business in the Bakken.

Our balance sheet is well positioned with a $550 million long-term capital and an average rate of 5% with maturities spread across 2020, 2024, and 2026. At quarter end, we had total funded debt of $666 million and $513 million available under our revolving credit facilities.

Fiscal 2014 saw our stock appreciate 17% following 112% increase in fiscal 2013. We distributed $31 million in dividends and repurchased shares totaling $128 million. Once again in fiscal 2014, the shareholders of Worthington Industries had a very good year. The Board of Directors yesterday declared a dividend of $0.18 per share, a $0.03 per share increase over the previous amount, payable in September 2014. Our business continues to grow and generate significant free cash flow, and we are pleased to raise our payout by 20%. We believe that maintaining a competitive dividend is an important component of total shareholder return.

The Board also authorized the repurchase of up to another 10 million shares. This is in addition to our existing repurchase authorization and has 1.7 million shares remaining. We continue to believe in the long-term prospects of our growth strategy and our repurchase program is a reflection of that confidence.
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Our growth strategy aims to build Worthington into a leading industrial enterprise delivering consistent growth in earnings, free cash flow and return on capital. We have added approximately $50 million of EBITDA in each of the last two years and hope to continue that trend in fiscal 2015.

We are positioned to capitalize on opportunities that are arising from the abundance of cheap and clean natural gas here in the US. We are also having success leveraging our high-performing Steel Processing business into higher-margin products and higher growth markets. We will continue to drive base business improvement via the centers of excellence, utilize acquisitions to get us into new products and higher growth markets, and we are building product development and innovation capabilities to drive organic growth. We are proud of everything our employees accomplished in 2014 and look forward to another successful year in fiscal 2015.

I will now pass the call to Mark Russell, who will discuss operations.

 
Mark Russell - Worthington Industries Inc. - President, COO
 
As Andy indicated, results for our Pressure Cylinders segment were mixed with a strong retail products performance offset by weaker results in energy products. Our retail torches and kits, which include our 14- and 16-ounce cylinders, were up 18% compared to last year as retailers continued to restock inventories depleted during the extreme weather and prepared for normal seasonal summer demand.

Our popular BalloonTime product performed well as we expanded our business internationally from our facility in Portugal. We also completed our North American retail products facility consolidation project during the quarter, and we now have a manufacturing footprint that effectively supports the retail products business within Cylinders' new P&L organizational structure.

In our Industrial sector, strong propane home heating demand drove excellent results for the quarter with shipments up 27% compared to prior-year. In our energy products business, residual late winter conditions early in the quarter continued to hamper our shipment performance, particularly in the West. However, drilling operations and wellsite completions recently picked up considerably in these geographies as major customers took advantage of warmer and drier conditions.

We initiated transformation activities at our Kansas operation during the quarter. We are seeing solid opportunities for cost and margin improvement there. We also closed on the acquisition of Steffes located in Dickinson, North Dakota, which produces large holding tanks to serve the oil-rich Bakken shale play. The integration of Steffes has gone well, and we are already seeing positive commercial impact from having expanded in this key geography.

Our energy products outlook is bullish as we expand geographically and add new product solutions and diversify our customer base.

Our alternative fuels segment saw improvement in our CNG business, while the market for our LPG auto gas business in Europe continued to be impacted by weak economic conditions there. We commissioned our new CNG facility in Poland during the quarter, and we are optimistic about the future of this business in Europe, in spite of the tough market conditions there.

We have completed the integration of our investment in ARITAS in Istanbul, Turkey, and we are seeing good growth opportunities globally for our cryogenic products with the demand for LNG related products leading the way. The design and construction of our new world-class greenfield facility in Bandirma, Turkey is underway and we plan to be in production there by mid-2015. Overall, our Cylinders business unit had another record year as we continue to expand into new higher growth and higher-margin areas such as oil and gas, cryogenics, and alternative fuels.

Our Engineered Cabs business continues to operate in a flat market environment. Customers report that the construction segment is gaining strength with single-digit growth levels holding so far in 2014.

The agriculture business is flat at best after several record years. The mining segment is still very weak as major equipment capital investments are simply not happening despite some increase in mining activity, the mining activity itself. Caterpillar was recently very candid about the continuing weakness in the mining segment in discussing their recent financial results.

Forestry, a small segment, continues a strong rebound. The industry remains hopeful that the forestry recovery precurses an increase in overall construction equipment demand. At this point, however, the optimism mainly points toward a 2015 recovery.

The centers of excellence team within Cabs is supporting our integrated transformation effort there and has now completed first round diagnostics in the core facilities. With new leadership in place, we are returning our effort to the original location for a second round. We continue to see significant improvement in several key metrics at Cabs that match early indicators of success in our previous successful transformations. Cabs' overall injury rate has been cut in half, for example. And in specific plants we've seen that change improvements in quality, productivity and delivering performance of the start of our transformation work there.
 
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Our steel processing company turned in another outstanding quarter, continuing their string of record performance. Our shipment volume overall was up 20% for the quarter compared to last year with tolling shipments up 25% and direct shipments up 17% if you exclude TWB. This outpaced the MSCI-indicated increase of 5% for the total market and provides further evidence that we are gaining share.

Direct volumes for the core steel plants are now approaching prerecession levels, volumes that we've not seen since the fourth quarter of our fiscal 2008. Our volumes compared to last quarter improved significantly in several markets, including Tier 1 auto, which was up 30%; automotive OEM, which was up 19%; and agriculture, up 14%. Other markets showed smaller but still significant increases, including heavy truck, which was up 7%, and construction, which was up 4%. Shipments for new programs and new customers should continue to positively impact these numbers going forward as several customers are still in the process of transitioning volume to us from the current supplier.

Our steel company's Tailor Welded Blanks joint venture with Wuhan Iron and Steel continues to take advantage of the automotive light-weighting trend as OEMs continue to increase the number of parts designed with our Tailor Welded Blanks. TWB Is also seeing increased demand for their new Tailor Welded Coil technology for the same reason. TWB also recently added North America's first dedicated aluminum Tailor Welded Blanks line using cutting-edge friction stir welding technology rather than lasers.

Finally, our steel company continues to move forward with their coldrolled strip joint venture in China with our good partners, Nisshin and MISI. We recently received antitrust approval from Beijing and remain on track for a start up there in the first half of 2016.

Most of our other joint ventures had a solid quarter, with most performances as good or better than a year ago in previous quarters. As is often the case with us, WAVE led the way. ClarkDietrich was a notable exception, with a softer quarter, but we think that will prove to be temporary.

Overall, this was an outstanding quarter for Worthington, in line with our consistent growth trend. Our leaders and teams are performing at a high level, using data in a consistent and determined effort to drive significant improvement in everything we do.

John, back to you.
 

John McConnell - Worthington Industries Inc. - Chairman, CEO
 
Thank you both. It was a great quarter and a well-told account of it. At this point, we would be happy to take any questions that you might have.
 
QUESTION AND ANSWER
 
 
Operator
 
(Operator Instructions). Luke Folta, Jefferies.
 

Luke Folta - Jefferies & Co. - Analyst
 
Congrats on the success. A few questions. Firstly, on CNG market, you touched on it. Can you talk a bit more about what you're seeing in the type III market, just one of your -- we are seeing some signs that growth is still good, but maybe a little less than expected heading into this year, and perhaps a bit of pricing pressure on the type III side. And also you and I talked briefly about it, but what's the most recent thoughts in terms of what your outlook is in terms of participating in the type IV market, where there seems to be a pretty healthy amount of growth?

 
Mark Russell - Worthington Industries Inc. - President, COO
 
Well, as you indicated, Luke, we don't make the type IV. We only make type III. Type III, for those who don't know, is aluminum inner with a composite outer. A type IV is a plastic inner with a composite outer. And we only make the aluminum lined version.
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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And actually, Luke, what we are seeing is pretty strong. We are, particularly in the larger sizes, have the longest leadtimes that we've ever had, so were basically sold out of the Type III. So the people who prefer Type III, consider them a safer and more robust design, are giving us strong demand for the product. Type IV, We continue to evaluate that.
 
 
Luke Folta - Jefferies & Co. - Analyst
 
Okay. When you say sold out, is that for the year?
 
 
Mark Russell - Worthington Industries Inc. - President, COO
 
Well, the leadtime would vary by size, Luke. But I could tell you the leadtimes are as long as we have seen.
 
 
Luke Folta - Jefferies & Co. - Analyst
 
Okay, all right. And then on Angus, so revenues are up a bit sequentially, but it looks like the loss was I think the worst we've seen so far. You called out a mix issue in the quarter. Is this something that is kind of the way the book is starting to develop now going forward, given where the demand is and isn't, or is this something really specific to this particular quarter and something I guess we should see results improve over the next several quarters as that sort of normalizes? How do you think about that going forward absent a big pickup in demand, broadly speaking?
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes, and maybe my comments were a little confusing, but I wouldn't say it was so much of a mix issue. It's more of a cost issue. We are investing a lot in the Cabs business right now with respect to people, systems, process improvement, and so their cost structure is pretty loaded up right now. We are focusing on quality, service, delivery, safety, trying to get those metrics where we expect them to be and then we can grow the business from there. So, there may be a little bit of mix in there, but that wasn't the intent of my comments.
 

Luke Folta - Jefferies & Co. - Analyst
 
Okay. So but I guess, going forward, absent a change in demand, would you kind of expect to operate at this sort of run rate for a bit?
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes, I would say some of these costs are somewhat temporary. It's hard to say whether it's next quarter or the following quarter when those costs come out. A lot of it's going to depend on as we get the improvement in the underlying operating metrics. But I would suggest maybe for the next few quarters, we are going to run at an elevated cost structure there.
 
The one thing that could obviously help is if demand in their largest end market, which is construction, picks up, that will help the profit picture there.
 

Luke Folta - Jefferies & Co. - Analyst
 
Okay. And then just on the share repos and just how we think about leverage, would you just remind us what your target is there in terms of over the course of the year to the extent that there's cash flow left over from operations and you haven't made acquisitions? Just I guess where do you feel comfortable in terms of taking the balance sheet and what we can expect in terms of share buybacks this coming year?
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Well, with respect to leverage, the way we think about it is we want to remain an investment-grade company. And if you look at how the rating agencies think about that, that's about 2.5 times debt to EBITDA is kind of a theoretical cap. You could probably go higher than that on an interim basis. Right now, we're leverage at sort of 1.4 times, so we have certainly a fair amount of capacity there.

The way we think about share purchase is we don't actually set a specific target in terms of dollars or shares other than we'd obviously like to neutralize dilution from option exercises where we can. But we kind of prioritized our capital.

Thinking about CapEx, we want to fund the CapEx that we need to grow our business. We want to look for acquisitions if we can find companies that fit with our strategy of higher margins, higher growth end markets, and we can get them at attractive prices, we will do that. We will pay our dividend, and then if we have capital left over and we think the market is attractive in terms of where the price is, we will jump in with excess capital to repurchase shares.

But in my comments, I did mention that we see a lot of positive things happening across almost all of our businesses. And if you look at kind of we just went through our strategic planning process with our Board, we are pretty excited about where we're headed as a company. And so we think there is pretty good value there.
 

Luke Folta - Jefferies & Co. - Analyst
 
Thanks. And one more if I could. Just on the steel price outlook, your view from the trenches, it seems like you should probably be seeing some supply come back online from some of the outages earlier in the year, and the iron ore seems to be kind of moving again on the Great Lakes system, so that shouldn't be as much of a constraint going forward. And imports are at a, I think, ten-year high or something like that, or multiyear high this past month. It's kind of strange to see how stable the steel price has been. There's been some kind of weakness on the periphery, but just in light of heading into the typically seasonally slower period with imports as high as they are, what do you think is causing this sort of stability in pricing? And the spread between US and imported prices is so wide, I don't believe that's I guess a normal source of supply for you. But it's got to be at least somewhat tempting, I would think, to the extent that there's opportunities available. Just any thoughts in terms of how to think about the market conditions right now would be great.
 
 
Mark Russell - Worthington Industries Inc. - President, COO
 
Luke, this is Mark. We do see that spread, and it is, by our estimation, at or near an all-time high, particularly compared to the Chinese price. The US price, looking forward, we don't use anything different than the forward curve. We run a balanced position in terms of price risk at all times, and the forward curve is backwardated. The forward prices are a little lower than cash. And that kind of makes sense when you think about it. But we wouldn't guess anything different in the forward price. If we did, we would trade it.

And in terms of stability, we like stability. We have the means to deal with volatility now that we didn't have before. But we like stable pricing, and we hope it continues.
 
 
Luke Folta - Jefferies & Co. - Analyst
 
All right, great. I will turn it over. Thank you.

Operator
 
Phil Gibbs, KeyBanc.
 
 
Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Thanks for taking my questions. The first one is just on the net working capital, Andy, and how we should think about that moving forward to build here. But it looks like a conservative build because it was paying down some accounts payable or liabilities. But how do we think about that?
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Yes, I mean, we don't obviously forecast or give you a forecast on that front. What I would say in this quarter was there was some payables. Also, steel had a very strong quarter. Their volumes ramped up pretty substantially quarter-over-quarter. And so, as that happens, they are going to see some build.

Over the last several years, steel has taken working capital out of their business. The average days inventory in that business is at or around 60 on a tons basis. And we used to run 85, 90 days. So there's been capital coming out.

I would say that, going forward, steel thinks they can continue to drive down inventories, but their gains aren't going to be nearly as significant. They are going to be hopefully three or five days gains.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Okay.
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
But as volumes come back, they are going to need to add some inventory to the system and probably fund some receivables too.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Just as far as the -- I think you gave the adjusted earnings as $0.65. How does that comp to the $0.21 headwind and the $0.07 tailwind? So, I was coming up with a net $0.61. What else are you including in that adjustment to get to the $0.65?
 
 
Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Well, there's some theoretical debate I guess that we have even internally about the insurance proceeds from the recall litigation. We had $12.5 million of expense over the last couple of years related to that recall. Most of it was an accrual that we took as soon as we found out about it, and that was about $9.7 million, and then we took another $2.5 million over the next 18 months. Whether you consider that operating earnings or not, it's certainly one-time in nature for this quarter. But when you look year-over-year, which is the way we manage our business, I would count it. So you can take that for what it's worth.

The other thing I would say is we had $2 million for the purchase accounting in the quarter from acquisitions. That is obviously accounting driven. And so I think you should get some credit for that.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Was the purchase price accounting in that number? Were you excluding the purchase price accounting?
 
 
Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Okay. And then the tolling versus direct business, when you include TWB, what was that breakout in the quarter?
 

Mark Russell - Worthington Industries Inc. - President, COO
 
Well, TWB is only an adjustment for the -- hang on just one second. Yes, Phil, the TWB adjustment only pertains to the direct number. There's no TWB effect in the total number.
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Yes, I understand that piece, Mark. Just asking the general percentage, if you have it.
 

Mark Russell - Worthington Industries Inc. - President, COO
 
I don't have that.
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes, we don't have it at our fingertips.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Okay.
 
 
Mark Russell - Worthington Industries Inc. - President, COO
 
We will look at that. If we can find it, we will give it to you.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Okay. And then just last question is on the cryogenics front. What are you seeing there? And is there any implications from all that geopolitical actions that we've seen that creates or diminishes opportunities that you have there? And would you expect to be selling out that second Turkish facility when that comes online in another year? Thanks.
 

Mark Russell - Worthington Industries Inc. - President, COO
 
That's a great question, Phil. The new Bandirma facility, which we think would be the best cryo facility in the world when it's complete, is not for the Turkish market at all. We will sell to Turkish customers, of course, but we are building that facility to supply product into the rest of the world, Europe primarily but also into North America until we can ramp up production further in North America. We also feel like where we are going to Bandirma is in a very stable area. It's a world-class industrial park with a lot of multinational companies who will be our neighbors, who are our neighbors, and close to the port. It's a good facility, low cost structure. We like it.
 

Phil Gibbs - KeyBanc Capital Markets - Analyst
 
Thank you.
 

Operator
 
Aldo Mazzaferro, Macquarie.
 

Aldo Mazzaferro - Macquarie Research - Analyst
 
I am traveling. I didn't quite hear all the call or get to read the press release in great detail, but I just wanted to ask about your steel buying program at this point. I heard you mention that you see the backwardation, and I think that's probably about $40 or so of discount into the summer. I'm wondering. Are you able to buy imports a little below the market at this point, or are the imports priced more or less right in line with the domestics on a current spot basis?
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
 
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Mark Russell - Worthington Industries Inc. - President, COO
 
Well, I think we discussed that a little bit, a week or two ago. As you build up all the costs of that import, including managing the price risk, it pretty much erases all of that. So, at this point, the imports with some notable exceptions for specific products are not attractive to us at this point when you have the all-in costs included in the price risk.
 

Aldo Mazzaferro - Macquarie Research - Analyst
 
Great. So would you, just switching a little bit into the demand side, Mark, could you talk a little bit about some of the sectors of the market that haven't been performing well? I heard you say Cat says the mining business is still weak, and I know that. But the smaller manufactured parts and things that would be under like a general manufacturing business, how is that trending? Do you think it's better than seasonal demand?

 
Mark Russell - Worthington Industries Inc. - President, COO
 
No, I don't. I think it's pretty flat overall, and it's the same story as before generally. Commercial construction is weak, and mining is weak. Those are the two weakest spots that we see.
 

Aldo Mazzaferro - Macquarie Research - Analyst
 
Right. And then, finally, on the aluminum, the TWB investment you are making into laser weld -- or not laser weld, but just weld the aluminum pieces, can you talk about how that might propel you into the automotive area as they move more towards aluminum? Is that why you're investing in that?
 
 
Mark Russell - Worthington Industries Inc. - President, COO
 
Well, we do process aluminum in both of those, the joint ventures, but the joint venture we have with US Steel in the joint venture we have with WISCO both process aluminum. And the WISCO joint venture Wuhan Iron and Steel has now the capability, we have put that capability in to weld Tailor Welded Blank, two dissimilar pieces of aluminum. And we are doing it with the friction stir welding because of the metallurgical properties of the aluminum. But that is a neat capability and gives us the ability to be pretty much agnostic about which material the automaker uses. If it's aluminum, we will process it; if it's steel, we will process it.
 

Aldo Mazzaferro - Macquarie Research - Analyst
 
Right, got it. Okay, thank you.
 

Operator
 
(Operator Instructions). Nathan Littlewood, Credit Suisse.
 

Nathan Littlewood - Credit Suisse - Analyst
 
I just had a couple of questions, the first on your SG&A line. I know there's been a few changes to accounting this year, and there's also a number of one-offs in the reported figures with respect to various deals that you've done. I'm just wondering. When you look forward, what do you see as a sort of normalized SG&A cost for the business these days?
 

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes, most of the -- well, first of all, just as it relates to this quarter, Nathan, the $4.9 million litigation is in SG&A. So, if you're looking at the comparison from last year's fourth quarter, that really explains the increase. The business has done a pretty good job of controlling SG&A. From a corporate standpoint, we are expecting it to be relatively flat. Usually, the increases are driven by our acquisitions. So as we are acquiring companies, we are adding in that SG&A. You may see some modest increase as our business continues to expand, but I don't expect significant growth in that line.
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Nathan Littlewood - Credit Suisse - Analyst
 
Okay. So if we took out $5 million or so for litigation, then we could just annualize the fourth-quarter number, then, would be the sort of best estimate?

Andy Rose - Worthington Industries Inc. - EVP, CFO
 
That's one way you could do it, yes.
 
 
Nathan Littlewood - Credit Suisse - Analyst
 
Okay, cool. The other question was just on volumes for the Steel Processing business. They seem to be going very, very well. And you guys are continuing to sort of perform over and above the MSCI numbers. That seems to be a pattern that some of the other publicly listed service centers are sort of reporting as well. Just wondering if you could talk a little bit about the fundamental drivers behind that, and is that a sort of trend or pattern that we could expect to continue for some time? The inference one has to make here is that there's a lot of smaller private businesses that are losing market share very, very rapidly. And I don't imagine that that can go on indefinitely.
 
 
Mark Russell - Worthington Industries Inc. - President, COO
 
Nathan, I don't -- you have more information than we do on that. We are not privy to who they are taking business from and who else is taking business and who they are and who they're taking from.

I could tell you that, in our case, though, it has been pretty systematic. We've been taking share further consistently, and as I indicated, that looks set to continue just based on the customers, the volume we've won already that's still in transition.
 
 
Nathan Littlewood - Credit Suisse - Analyst
 
Right, okay. Thanks very much guys. I'll turn it over to someone else.
 

Operator
 
And there are no further questions in queue. Please continue.
 
 
Andy Rose - Worthington Industries Inc. - EVP, CFO
 
Yes, just a response to Phil's question around volume at TWB, if you include TWB volumes, the direct percentage is 59% versus 41% for toll. If you exclude TWB, that mix shifts to 54% direct, 46% toll. Basically 100,000 tons of the volume is attributable to TWB.
 
 
John McConnell - Worthington Industries Inc. - Chairman, CEO
 
Well, thank you, Andy, for that clarification. We appreciate all your interest and joining us on the call today. We remain very confident that we will continue to produce improving results going forward. Thank you.
JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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Operator
 
Okay. Thank you. And ladies and gentlemen, this conference will be made available for replay after 12:30 PM today through July 3 at midnight. You may access AT&T Executive Replay system at any time by dialing 1-800-475-6701, entering the access code 329211. International participants dial 320-365-3844, and again that access is 329211.

And that does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference Service. You may now disconnect.
 
     
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JUNE 26, 2014 / 02:30PM GMT, WOR - Q4 2014 Worthington Industries Inc Earnings Call
 
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