þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE |
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Exhibit 23(a) Consent of Independent Registered Public Accounting Firm McCrory & McDowell LLC |
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EX-23.A |
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Financial Statements |
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Notes to Financial Statements |
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Supplemental Schedule |
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Dietrich Industries, Inc. Hourly 401(k) Plan |
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By: | Administrative Committee, Plan Administrator |
By: | /s/ Dale T. Brinkman | |||
Date: June 28, 2006 | Dale T. Brinkman, Member | |||
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December 31 | ||||||||
2005 | 2004 | |||||||
Assets |
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Investments at Fair Value |
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Investment in the Worthington Deferred
Profit Sharing Plan Master Trust |
$ | 3,727,939 | $ | 3,385,497 | ||||
Participant Loans |
178,741 | 184,886 | ||||||
Receivables |
||||||||
Employee Contribution Receivable |
3,933 | 4,304 | ||||||
Employer Contribution Receivable |
6,104 | 2,880 | ||||||
10,037 | 7,184 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 3,916,717 | $ | 3,577,567 | ||||
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For the Year Ended | ||||
December 31, 2005 | ||||
Additions to Net Assets Attributable to: |
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Contributions |
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Participants |
$ | 246,101 | ||
Employer |
184,584 | |||
430,685 | ||||
Investment Income |
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Interest on Participant Loans |
10,215 | |||
Plan Interest in the Worthington Deferred Profit Sharing
Plan Master Trust |
195,320 | |||
205,535 | ||||
Total Additions |
636,220 | |||
Deductions from Net Assets Attributable to: |
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Benefits Paid to Participants |
279,491 | |||
Administrative Expenses |
450 | |||
Transfers from the Plan |
17,129 | |||
Total Deductions |
297,070 | |||
Net Increase in Net Assets |
339,150 | |||
Net Assets Available for Benefits |
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Beginning of Year |
3,577,567 | |||
END OF YEAR |
$ | 3,916,717 | ||
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1. | DESCRIPTION OF PLAN | |
The following brief description of the Dietrich Industries, Inc. Hourly 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. | ||
The Plan is a collectively bargained defined contribution plan with a cash or deferred arrangement under Internal Revenue Code Section 401(k). The Plan was established on March 1, 1995, and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. Employees of Dietrich Industries, Inc. and certain participating employers (the Company) covered under collective bargaining agreements are eligible to participate in the Plan once they complete the applicable probationary period and are members of the union, as outlined in the collective bargaining agreement. | ||
The Plan is one of five plans within the Worthington Deferred Profit Sharing Plan Master Trust (the Master Trust). The other plans are the Worthington Industries, Inc. Deferred Profit Sharing Plan, the Gerstenslager Deferred Profit Sharing Plan, the Worthington Industries, Inc. Retirement Savings Plan for Collectively Bargained Employees, and the Dietrich Industries, Inc. Salaried Employees Profit Sharing Plan. | ||
An employee electing to participate in the Plan can elect to contribute 1% to 15% of compensation subject to Internal Revenue Code limitations. Participants may elect to invest in various investment options. Individual accounts are established for each plan participant and credited for employee and employer contributions and an allocation of earnings based on the participants account balance. | ||
Employer contributions are made for employees of the Warren, Ohio, and Baltimore, Maryland plants according to union agreements as follows: | ||
Warren, Ohio Plant Dietrich Industries, Inc. will make monthly contributions under the Plan for each participant in an amount equal to: |
Effective | Amount Per Contributory Hour | |||
September 20, 2004 |
$ | .60 | ||
October 17, 2005 |
.70 | |||
October 16, 2006 |
.80 | |||
October 15, 2007 |
.85 | |||
October 13, 2008 |
.90 |
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1. | DESCRIPTION OF PLAN (Continued) | |
Baltimore, Maryland Plant Dietrich Industries, Inc. will make monthly contributions under the Plan for each participant in an amount equal to: |
Amount Per Contributory | ||||
Effective | Hour | |||
January 1, 2000 |
$ | .50 | ||
December 5, 2005 |
$ | .60 |
Employee contributions are 100% vested and may be withdrawn due to special hardships. Upon termination of service, participants may elect to receive their entire voluntary employee contributions through a lump-sum payment. | ||
Employer contributions are subject to certain vesting requirements dependent on plant location. However, if an active participant dies prior to attaining his normal retirement age, or becomes totally and permanently disabled prior to a break-in-service, his vesting percentage shall be 100%. The employer contributions vest according to the following schedules: | ||
Warren, Ohio Plant: |
Years of Service | Vesting Percentage | |||
Less than 1 |
0 | % | ||
1 but less than 2 |
25 | % | ||
2 but less than 3 |
40 | % | ||
3 but less than 4 |
60 | % | ||
4 but less than 5 |
75 | % | ||
5 or more |
100 | % |
Baltimore, Maryland Plant: |
Years of Service | Vesting Percentage | |||
Less than 1 |
0 | % | ||
1 but less than 2 |
15 | % | ||
2 but less than 3 |
25 | % | ||
3 but less than 4 |
50 | % | ||
4 but less than 5 |
80 | % | ||
5 or more |
100 | % |
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1. | DESCRIPTION OF PLAN (Continued) | |
Any forfeited amounts will be allocated as additional employer contributions or shall be used to offset Plan expenses. | ||
Participants may elect to withdraw all or a portion of their account, without terminating employment with the Company, upon becoming disabled, reaching age 591/2 , or under special hardship provisions. | ||
Although the Company expects to continue the Plan indefinitely, it maintains the right to terminate the Plan. | ||
All administrative expenses of the Plan including fees paid to the custodian and recordkeeper may be charged to the Plan to the extent the expenses are not paid by the Company. | ||
Participants may borrow up to one-half of their elective deferral contribution account balances subject to certain minimum and maximum loan limitations. Such loans are repayable over periods not to exceed five years, except that a repayment period of up to ten years will be allowed if the loan is used to acquire a principal residence. The annual interest rate on a loan will be equal to the interest rate charged by persons in the business of making loans to individuals under similar circumstances. Principal and interest are paid ratably through payroll deductions. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. | ||
Valuation of Investments and Income Recognition Effective March 1, 2004, as amended, the Plans investments are now held in a Master Trust by Fidelity Investments. The Master Trusts investments are stated at fair value. Investments in registered investment companies are stated at fair value based on publicly quoted market prices. The investments in the common stock fund and common/collective trust are valued at the net asset value of units held by the Plan at year end by the custodian and recordkeeper. |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) | |
Purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Participant loans are valued at cost, which approximates fair value. | ||
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||
Payment of Benefits Benefits are recorded when paid. | ||
Risks and Uncertainties The Plan provides for various investment options. These investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in the near or long term could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. | ||
3. | INVESTMENTS | |
The fair value of individual investments that represent 5% or more of the Plans net assets available for benefits at December 31 is as follows: |
Fair Value | ||||||||
2005 | 2004 | |||||||
Plan Interest in the Worthington Deferred |
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Profit Sharing Plan Master Trust |
$ | 3,727,939 | $ | 3,385,497 | ||||
On March 1, 2004, under instructions from the Plan administrator, the Plan changed its custodian and recordkeeper from Cigna to Fidelity Investments. Accordingly, all of the investments were transferred from the Cigna accounts to accounts in a Master Trust maintained by Fidelity Investments. |
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3. | INVESTMENTS (Continued) | |
During 2005, the Plans investments (including investments bought, sold and held during the year) appreciated in value as follows: |
Master Trust |
$ | 195,320 | ||
Total Assets of the Master Trust at December 31, 2005 and 2004 are as follows: |
Investments of Master Trust at Fair Value | 2005 | 2004 | ||||||
Registered Investment Companies |
$ | 189,606,658 | $ | 166,321,993 | ||||
Common/Collective Trusts |
42,966,264 | 39,014,053 | ||||||
Worthington Common Fund |
27,105,643 | 32,123,192 | ||||||
$ | 259,678,565 | $ | 237,459,238 | |||||
The Plans share of investments held by the Master Trust is approximately 1% at December 31, 2005 and 2004. Each participating retirement plan has an undivided interest in the Master Trust. Investment income is allocated to the Plan based upon its pro rata share in the net assets of the Master Trust. |
Investment Income for the Master Trust | 2005 | |||
Interest and Dividend Income |
$ | 8,178,592 | ||
Net Depreciation in Fair Value of the Worthington
Common Fund |
(612,193 | ) | ||
Net Appreciation in Fair Value of Shares of
Registered Investment Companies and
Common/Collective Trusts |
9,855,059 | |||
$ | 17,421,458 | |||
At December 31, 2005 and 2004, the Master Trust held 1,395,450 and 1,602,780, respectively, common shares of the Sponsor, Worthington Industries, Inc., in a unitized investment fund held by the Trustee (Worthington Industries, Inc. Common Stock Fund). The Master Trust received cash dividends from the Sponsor of $960,234 for the year ended December 31, 2005. |
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3. | INVESTMENTS (Continued) | |
Investments of the Master Trust that represent more than 5% of the assets of the Master Trust at December 31, 2005 and 2004 are as follows: |
2005 | 2004 | |||||||
Dodge & Cox Stock Fund |
$ | 22,536,339 | $ | 15,609,710 | ||||
Worthington Common Fund |
27,105,643 | 32,123,192 | ||||||
Fidelity Balanced Fund |
52,582,503 | 49,784,169 | ||||||
Fidelity Blue Chip Growth Fund |
27,180,667 | 29,468,964 | ||||||
Fidelity Diversified International Fund |
30,512,575 | 23,367,184 | ||||||
Fidelity Managed Income Portfolio Fund |
42,966,264 | 39,014,053 |
4. | INCOME TAX STATUS | |
The Internal Revenue Service has determined and informed the Company by a letter dated June 19, 2002, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plans tax counsel believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. | ||
5. | TRANSACTIONS WITH PARTIES-IN-INTEREST | |
The Company provides certain administrative and accounting services at no cost to the Plan and may pay for the cost of services incurred in the operation of the Plan. In addition, certain Plan investments include shares of registered investment companies and a common/collective trust managed by Fidelity Investments. Fidelity Investments is the custodian and recordkeeper as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. | ||
One of the investment vehicles within the Master Trust and available to participants is the Worthington Common Fund, which includes an investment in Worthington Industries Common Stock. The Plan held 3,958.152 and 74.834 units with current values of $43,777 and $849 of the Worthington Common Fund at December 31, 2005 and 2004, respectively. During 2005, the Plan received $461 of dividends on shares of Worthington Industries Common Stock. |
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Schedule H, Part IV, Line 4(i) Schedule of Assets Held for Investment Purposes at End of Year |
Supplementary Information |
(c) Description of Investment | ||||||||
Including | ||||||||
(b) Identity of Issue, Borrower, | Maturity Date, Rate of Interest, | December 31, 2005 | ||||||
(a) | Lessor or Similar Party | Collateral, Par or Maturity Value | (e) Current Value | |||||
* | Worthington Deferred Profit Sharing Plan Master Trust |
Master Trust | $ | 3,727,939 | ||||
* | Participant Loans |
Interest Rate: 5% to 10.5% | 178,741 | |||||
Total Assets Held for Investment |
$ | 3,906,680 | ||||||
* | Indicates party-in-interest to the Plan. |
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