Item 1. - Business.
	Worthington Industries, Inc. was initially incorporated in Ohio in 1955. It reincorporated in Delaware in 1986 through a statutory merger. Worthington Industries, Inc. and its subsidiaries are herein referred to as the "Company." The Company's operations are grouped into three segments: processed steel products, custom products and cast products.
	The processed steel products segment is engaged in the business of processing flat rolled steel to close tolerances for sale to industrial customers who require steel of precise thickness, length, width, shape, surface finish and temper for their own product fabrication. The Company also makes its own line of finished processed steel products such as low pressure cylinders for containing liquefied petroleum, refrigerant and other gases.
	The custom products segment produces injection-molded plastic and precision metal parts for sale to manufacturers of automobiles, appliances, lawn equipment, audio equipment, recreational items, housewares and other items in North America.
	The cast products segment produces a broad line of cast steel products for sale to the freight railcar, mass transit and industrial markets.
	For information regarding the net sales and revenues, earnings from continuing operations before income taxes, and identifiable assets attributable to each segment for each of the last three fiscal years, reference is made to page 25 of the Company's annual report to shareholders for the year ended May 31, 1994 which is incorporated herein by reference.
	During the year ended May 31, 1994, the Company acquired additional equity in Rouge Steel Company, exercising a favorable option acquired when the original investment was made in fiscal 1990. This brought the Company's equity ownership in Rouge to approximately 28% and the Company was required by generally accepted accounting principles to change its method of carrying the investment from cost to equity. See Note J of the Notes to the Company's Consolidated Financial Statements, which are included in Item 8 hereof, for additional information concerning the Company's investment in Rouge Steel Company and other unconsolidated affiliates.
Processed Steel Products.
	The Company buys coils of wide, open tolerance sheet steel from major steel mills, and processes it to the custom order of more than 1,700 industrial customers in the automotive, automotive supply, appliance, electrical, communications, construction, office furniture, office equipment, agricultural, machinery, leisure time and other industries. The Company does not process steel for inventory.
	Techniques such as slitting, roller leveling, cold reduc- tion, edge rolling, blanking, coating, annealing and pickling are used to process steel to specified thickness, length, width, shape, temper and surface quality. One or more processes are applied to produce steel of specified character and dimension which the customer can stamp, blank, draw, roll form, fabricate or otherwise incorporate into component parts or end products. Slitting is cutting steel to specified widths. Roller leveling is flattening steel and cutting it to exact lengths. Cold reduction is rolling steel to close tolerances of thickness and temper. Edge rolling imparts round, smooth or knurled edges. Blanking cuts the steel into specific shapes. Coating results in the production of painted, galvanized or nickel-plated steel. Annealing is a thermal process which changes the hardness of steel. Pickling is a chemical process whereby an acidic solution removes the surface oxide, commonly called "scale", which develops on steel when it is hot rolled.
	Steel processing is highly competitive. The Company competes with many other intermediate processors. The Company knows of no other intermediate processor which offers the same type and extent of technical service support provided by the Company relating to material testing and application of material suited to the particular needs of customers (see "Technical Services"). The Company is unable to gauge, however, the extent to which its technical service capability has improved its competitive position.
	The Company manufactures steel cylinders having refrigerant gas capacities of 15 to 1000 pounds, and steel and aluminum cylinders with liquefied petroleum gas capacities of 4-1/4 to 420 pounds. These cylinders are designed and produced in accordance with safety requirements prescribed by the U.S. Department of Transportation which specify materials, design limitations, and marking, inspection and testing procedures to be used. The cylinders are produced by precision stamping, deep drawing and welding of component parts to customer specifications. They are then tested, painted and packaged as required.
	Disposable steel cylinders manufactured by the Company are sold predominantly to major refrigerant gas producers who fill the cylinders with refrigerant gases and re-sell them to dealers for use in charging residential, commercial, automotive and other air conditioning and refrigeration systems. Reusable steel and aluminum cylinders are built to contain liquefied petroleum gas for use as a fuel, and the major buyers are manufacturers of barbecue grills. Reusable cylinders are also sold to propane and gas grill distributors, mass merchandisers and manufacturers and users of materials-handling, heating, cooking and camping equipment. The Company also manufactures other cylinder products such as recapture and recycling tanks for refrigerant gases, helium tanks and compressed air tanks. It also sells acetylene cylinders for welding applications. While a large percentage of sales are made to major accounts, the Company has over 1,000 cylinder customers.
	The Company has two principal competitors in its major pressure cylinder markets, of which management believes the Company has the largest share. However, the Company has no reliable information with respect to the size of any of its various product markets or its relative position therein for any segment.
	The largest customer of the processed steel products segment is General Motors Corporation, purchasing through decentralized divisions and subsidiaries and in different geographical areas. (See "Marketing and Competition"). The loss of General Motors as a customer could have an adverse effect on the segment, but the Company has no reason to believe that the loss of this customer is likely.
	The Company purchases steel in large quantities, at regular intervals from major primary producers for its steel processing and pressure cylinder operations. During the fiscal year ended May 31, 1994 the Company's major suppliers were Rouge Steel Company (in which the Company holds a minority equity position) Bethlehem Steel Corporation, LTV Steel Corporation, USX Corporation, WCI Steel, Inc., Weirton Steel Corporation and Wheeling-Pittsburgh Steel Corporation. During the fiscal year ended May 31, 1994, the Company's major suppliers of aluminum for pressure cylinders were Alumax Aluminum Sales Corporation Cressona Aluminum Company and Aluminum Corporation of America. Management believes that its supplier relationships are good.
Custom Products.
	In the custom products segment, the Company manufactures injection molded plastic and precision metal parts to customer specifications. The primary customers of this segment are in the automotive original equipment markets, but sales are also made to manufacturers of appliances, lawn equipment, audio equipment, recreational items, hand tools, housewares and other items. Principal products of the segment are a variety of custom made injection molded plastic components (both functional and decorative) which, depending on the customers' needs, can also be painted, assembled, silk screened, vacuum metalized, hot stamped, roll foiled, vinyl wrapped, foamed in-place and/or appliqued by the Company. Precision metal components are made primarily for power steering, transmission, brake and other mechanical systems.
	The custom products segment relies heavily on sales to General Motors Corporation, The Ford Motor Company and Chrysler Corporation. The loss of any of these customers could have an adverse effect on the segment but the Company has no reason to believe that the loss of any of these customers is likely.
	Plastic resins and bar steel, the major raw materials required by this segment, are available from many sources.
	The Company has numerous competitors in the sale of its custom products. This business competes in its markets by seeking to provide well-engineered, quality products within required delivery terms to meet the specific needs of its plastic parts and precision metal component customers.
Cast Products.
	The Company's cast products segment operates a steel castings business. The steel castings operation manufactures a diverse line of cast steel products ranging in size from 100 pounds to 30 tons. These products are offered to the railroad, mass transit, construction and off-highway markets, and are produced to satisfy customer orders. The Company can also pour ingots of special alloy steel which are converted to coils, plates, bars and forgings by outside users.
	In general, there are a number of companies involved in the sale of steel castings. However, there are four major competitors in the sale of certain railcar castings. The Company's cast products are generally sold under trademark which is a stylized "Circle B", and the Company utilizes various other owned and licensed trademarks and patents in connection with its cast products. The Company is the leading North American designer and producer of undercarriages for mass transit cars and holds numerous patents for them.
	Scrap steel, the major raw material required by the cast products segment, is purchased from several sources, including a wholly-owned subsidiary of the Company. Supplies of scrap steel have been adequate, although pricing in the market tends to be volatile. Other raw materials used by this segment are obtained from a number of major suppliers.
Technical Services.
	The Company employs a staff of engineers and other technical personnel and maintains fully-equipped, modern laboratories to support its operations. The facilities enable the Company to verify, analyze and document the physical, chemical, metallurgical and mechanical properties of its raw materials and products. Technical service personnel also work in conjunction with the sales force to determine the types of flat rolled steel and steel castings required for the particular needs of the Company's customers. In order to provide such service, the Company maintains a continuing program of developmental engineering with respect to the characteristics and performance of its products under varying conditions. Laboratory facilities are also used to perform the quality control and extensive testing of all low pressure cylinders required by the regulations of the U. S. Department of Transportation and associated agencies, as well as varying customer requirements. The Company also maintains a separate testing facility for its steel castings operation.
Marketing and Competition.
	The Company's products and services are sold primarily by Company sales personnel.
	As a percentage of the Company's consolidated sales and revenues, sales of steel processing services represented 59% for fiscal 1994, 56% for fiscal 1993 and 52% for fiscal 1992; sales of pressure cylinders represented 13% for 1994, 13% for 1993 and 11% for 1992; and sales of custom plastics represented 17% in 1994, 19% in 1993 and 20% in 1992.
	During the fiscal year ended May 31, 1994, General Motors Corporation, purchasing through decentralized divisions and subsidiaries in different geographical areas, accounted for approximately 12.6% of the Company's consolidated sales and revenues.
	The principal methods of competition encountered by the Company are quality of product, ability to meet delivery requirements of customers, and price. Geographic proximity to customers has a significant effect upon relative ability to meet customer delivery schedules and impacts the freight charge portion of overall product price. See also the information set forth above as to competition in the various segments.
Environmental Regulation.
	The Company's manufacturing facilities, generally in common with those similar industries making similar products, are subject to many federal, state and local requirements relating to the protection of the environment. The Company continually examines ways to reduce emissions and waste and to effect cost savings related to environmental compliance. Management does not anticipate that capital expenditures for environmental control facilities required in order to meet environmental requirements will be material when compared with the Company's overall capital expenditures.
Employees.
	The Company employs approximately 7,700 people.
Investments in Unconsolidated Affiliates.
	The Company participates in four joint ventures as follows: (a) Worthington Armstrong Venture manufactures suspended ceiling systems for concealed and lay-in panel ceilings from three plants located in Pennsylvania, Maryland and France; (b) Worthington Specialty Processing processes wide sheet steel from its plant in Jackson, Michigan; (c) TWB Company, located in the Detroit, Michigan area, produces laser welded steel blanks for the automobile industry; and (d) London Industries, Inc. produces injection molded plastic products in London, Ohio. The Company also owns a minority equity interest (28%) in Rouge Steel Company, an integrated steel mill located near Detroit, Michigan. See Note J of the Notes to the Company's Consolidated Financial Statements for additional information on these unconsolidated affiliates of the Company.
Item 2.
Item 2. - Properties.
	The Company's principal properties presently consist of 25 owned and 2 leased manufacturing and office facilities. These properties are located in Ohio (12), Alabama (1), Georgia (3), Indiana (1), Kentucky (1), Maryland (1), Michigan (2), Oklahoma (1), Ontario (1), Pennsylvania (1), South Carolina (2) and Tennessee (1). These plants and offices are used in the processed steel products (16), custom products (7) and cast products (3) segments and for general corporate purposes (1). The above facilities, all of which are well maintained and in good operating condition, contain in excess of 5,000,000 square feet, and are adequate to meet the Company's present needs.
	See Item 1 under the heading "Investments in Unconsolidated Affiliates" for the location of the Company's unconsolidated affiliates.
Item 3.
Item 3. - Legal Proceedings.
	The Ohio EPA has threatened to sue the Company's subsidiary, Buckeye Steel Castings Company, for various alleged air pollution matters at its foundry in Columbus, Ohio. The primary allegations concern (a) alleged emissions of fugitive dust from the facility, mainly related to malfunctions of its dust collection systems (i.e. baghouses) in 1989; (b) alleged failures to obtain permits in a timely manner; and (c) alleged failures in prior years to use reasonably available control measures to collect dust inside its facility. The Company disputes the alleged violations, and is currently involved in negotiations in an attempt to resolve the matter. Any remedy will be discussed as part of the negotiations.
Item 4.
Item 4. - Submission of Matters to a Vote of Security Holders.
	Not applicable.
Executive Officers of the Registrant.
	The following table lists the names, positions held, and ages of all the executive officers of the Company:
	The principal employment of Donal H. Malenick, Robert J. Klein, Robert J. Borel and Edward A. Ferkany for more than the last five years has been in their present capacity with the Company.
	John H. McConnell was also Chief Executive Officer of the Company from its founding in 1955 until June 1, 1993 at which time he retired as CEO and remained Chairman of the Board.
	John P. McConnell's principal occupation for more than five years prior to July 1990 had been in various capacities with the Company. In July 1990, he resigned his employment with the Company to become President of JMAC, Inc., a private holding company. John P. McConnell was elected Vice Chairman of the Company in June 1992 and became Chief Executive Officer as of June 1, 1993.
	Donald G. Barger, Jr. was Vice President-Corporate Controller for B. F. Goodrich Company for more than five years prior to September 1993, when he became Vice President-Finance and Chief Financial Officer of the Company.
	Thomas L. Hockman was Assistant Treasurer and Manager of Compensation and Benefits for the Company for more than five years prior to becoming Vice President-Personnel in January 1993.
	Pete A. Klisares was Manufacturing Vice President and General Manager for AT&T for more than five years prior to May 1991 and Executive Director of JMAC, Inc. from May 1991 through December 1991. He became Assistant to the Chairman of the Company in December 1991 and was named Executive Vice President effective August 1993.
	Charles D. Minor was a partner in the law firm of Vorys, Sater, Seymour and Pease, counsel to the Company, for more than five years prior to January 1993. In January 1993 he became counsel to that firm.
	Executive officers serve at the pleasure of the directors. John H. McConnell is the father of John P. McConnell. There are no other family relationships among the executive officers of the Company. No arrangements or understandings exist pursuant to which any person has been, or is to be, selected as an officer.
PART II
Item 5.
Item 5. - Market for Registrant's Common Equity and Related Stockholder Matters.
	The information called for by this Item 5 is incorporated by reference herein from the information set forth on pages 32 and 33 of the Company's annual report to shareholders for the year ended May 31, 1994.
Item 6.
Item 6. - Selected Financial Data.
	The information called for by this Item 6 is incorporated by reference herein from the information presented for each of the Company's five most recent fiscal years under "Eleven Year Selected Financial Data" set forth on pages 30 and 31 of the Company's annual report to shareholders for the year ended May 31, 1994.
Item 7.
Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations.
	The information called for by this Item 7 is incorporated by reference herein from "Management's Discussion and Analysis" set forth on pages 19, 20 and 21 of the Company's annual report to shareholders for the year ended May 31, 1994. 	
Item 8.
Item 8. - Financial Statements and Supplementary Data.
	The following consolidated financial statements of Worthington Industries, Inc. and Subsidiaries and Report of Independent Auditors, included in the Company's annual report to shareholders for the year ended May 31, 1994, on pages 21 through 29 thereof are incorporated herein by reference.
Consolidated Balance Sheets--May 31, 1994 and 1993
Consolidated Statements of Earnings--Years ended May 31, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity--Years ended May 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows--Years ended May 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Auditors
Item 9.
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	Not applicable.
PART III
Item 10.
Item 10. - Directors and Executive Officers of the Registrant.
	In accordance with General Instruction G(3), the information required by this Item 10 is incorporated by reference herein from the material under the heading "Election of Directors" contained on pages 2 through 5 of the Company's definitive proxy statement filed with the Commission relating to the Company's annual meeting of shareholders to be held on September 22, 1994. The information regarding Executive Officers required by Item 401 of Regulation S-K is included in Part I hereof under an appropriate caption. No disclosure is required to be made under Item 405 of Regulation S-K.
Item 11.
Item 11. - Executive Compensation.
	In accordance with General Instruction G(3), the information required by this Item 11 is incorporated by reference herein from the information contained in the Company's definitive proxy statement filed with the Commission relating to the Company's annual meeting of shareholders to be held on September 22, 1994 under the heading "Election of Directors - Compensation of Directors" on page 5 and under the heading "Executive Compensation" - - - "Summary of Cash and Certain Other Compensation" on pages 7 and 8, "Option Grants" on page 8, and "Option Exercises and Holdings" on page 9.
Item 12.
Item 12. - Security Ownership of Certain Beneficial Owners and Management.
	In accordance with General Instruction G(3), the information required by this Item 12 is incorporated by reference herein from the material under the headings "Voting Securities and Principal Holders Thereof - Security Ownership of Certain Beneficial Owners" contained on page 2 and "Election of Directors" contained on pages 2 through 4 of the Company's definitive proxy statement filed with the Commission relating to the Company's annual meeting of shareholders to be held on September 22, 1994.
Item 13.
Item 13. - Certain Relationships and Related Transactions.
	In accordance with General Instruction G(3), the information required by this Item 13 is incorporated by reference herein from the material under the heading "Election of Directors" contained on pages 2 through 5 of the Company's definitive proxy statement filed with the Commission relating to the Company's annual meeting of shareholders to be held on September 22, 1994.
PART IV
Item 14.
Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) and (2) The response to this portion of Item 14 is submitted as a separate section of this report--See List of Financial Statements and Financial Statement Schedules on page of this report - Page 14 of consecutively numbered original.
(3) Listing of Exhibits--See Index to Exhibits beginning on page E-1 of this report - Page 24 of consecutively numbered original. The index to exhibits specifically identifies each management contract or compensatory plan required to be filed as an Exhibit to this Form 10-K.
(b) No report on Form 8-K was filed during the quarter ended May 31, 1994.
(c) Exhibits filed with this report are attached hereto.
(d) Financial Statement Schedules--The response to this portion of Item 14 is submitted as a separate section of this report--See List of Financial Statements and Financial Statement Schedules on Page - Page 14 of consecutively numbered original.
	SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WORTHINGTON INDUSTRIES, INC.
Date: August 25, 1994 By: /s/Donal H. Malenick 				Donal H. Malenick, President
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
	SIGNATURE DATE TITLE
	 * * Director, Chairman of the John H. McConnell Board
	 * * Director, Vice Chairman, John P. McConnell Chief Executive Officer
/s/Donal H. Malenick * Director, President, Donal H. Malenick Chief Operating Officer
	 * * Director, Executive Vice Pete A. Klisares President
	 * * Director, Executive Vice Robert J. Klein President-Marketing and 				 Planning
	 * * Vice President-Finance, Donald G. Barger, Jr. Chief Financial Officer
	 * * Director, Secretary Charles D. Minor
	 * * Director Charles R. Carson
	 * * Director John E. Fisher
	 * * Director John F. Havens
	 * * Director Katherine S. LeVeque
	 * * Director Robert B. McCurry
	 * * Director Gerald B. Mitchell
	 * * Director James Petropoulos
					* Director James W. Phillips
*By: /s/Donal H. Malenick Date: 8/25/94 	 Donal H. Malenick 	 Attorney-In-Fact
			 ANNUAL REPORT ON FORM 10K 		 ITEM 14 (a) (1) AND (2) AND ITEM 14 (d) 	 WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Worthington Industries, Inc., and Subsidiaries, included in the annual report of the registrant to its shareholders for the year ended May 31, 1994, are incorporated by reference in Item 8:
Consolidated Balance Sheets -- May 31, 1994 and 1993
Consolidated Statements of Earnings -- Years ended May 31, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity -- Years ended May 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows -- Years ended May 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
The following consolidated financial statement schedules of Worthington Industries, Inc. and Subsidiaries are included in Item 14 (d):
Schedule V - Property, plant and equipment
Schedule VI - Accumulated depreciation, depletion, and amortization of property, plant and equipment
Schedule VII - Guarantees of securities of other issuers
Schedule VIII - Valuation and qualifying accounts
Schedule IX - Short-term borrowings
Schedule X - Supplementary income statement information
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, therefore have been omitted.