Good afternoon, and welcome to the Worthington Industries Third Quarter Earnings Results Conference Call. (Operator Instructions) I would like to introduce your first speaker, Ms. Allison Sanders, Director of Investor Relations. Ms. Sanders, you may begin.

Thank you, Torie, and good afternoon everyone. Welcome to our Quarterly Earnings Conference Call. Before we begin our presentation I want to remind everyone that certain statements made in this conference call are forward-looking statements within the meanings of Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties which could cause actual results to differ from those suggested. Please refer to the press release for more detail on factors that could cause actual results to differ materially. For those who are interested in listening to this conference call again a replay will be available on the home page of our web site at www.worthingtonindustries.com. With me in the room are John McConnell, Chairman and Chief Executive Officer; John Christie, President and Chief Financial Officer; George Stoe, Executive Vice President and Chief Operating Officer; and Richard Welch, Controller. John McConnell will begin. John.

Thank you, Allison. Good afternoon everyone and thank you for joining us today. Our performance this quarter was solid and demonstrated strong gains on a number of fronts. Worthington Cylinders and our WAVE joint venture with Armstrong World Industries continued to produce excellent results. Dietrich Metal Framing also showed substantial improvement this quarter. Though not profitable for the quarter, you are beginning to see the impact of our efforts over the past nine months. Increased volumes, as we regain market share, coupled with increased pricing, returned metal framing to profitability in February. We clearly have much left to do to bring this segment first to a solid, sustained profitability, and second, to its full potential. But we are just as clearly on the right path and I say this well aware of the headwinds as commercial construction retracts from current robust levels. Steel processing benefited this quarter from volume increases as we begin to see the leading edge of contractual business for 2008 come to us from previous suppliers. We expect continued increases in volume into April. All of our businesses must execute well as base steel costs continue to escalate. We are focused on providing our customers the highest quality products and excellent service while maintaining our number one philosophical tenet of increasing shareholder value. Our efforts to reduce costs by $35 million to $40 million through facility closures and SG&A reductions continue to be on track. To date we have removed $12 million in costs. An additional $27 million has been identified and will bring the total to $39 million that will come out through fiscal 2009. I am going to turn the call over to John Christie to walk you through our financial performance this quarter. John.

Thank you, John. Good afternoon everybody. For our third quarter of fiscal 2008, which ended February 29, 2008, we reported earnings per share of $0.23, excluding $0.02 per share in restructuring charges, most of which were non-cash. Earnings per share were $0.25 compared to last year’s $0.06 per share. Third quarter, which for us spans the months of December-February, is typically the weakest quarter in all three of our business segments and the joint ventures due to holiday and weather-related shutdowns. And December is usually the toughest month of the year for us. December 2007 was a difficult month, especially for our metal framing segment, which only makes these quarterly results that much better. Third quarter sales of $726 million were up 7% from $677 million for the same period last year due to stronger volumes in all three business segments. The gross profit margin rose from 8.3% to 10.4% as a result of wider spreads between raw material costs and selling prices in the steel processing and metal framing segments. SG&A expense was flat despite higher depreciation associated with our new ERP system and as a percentage of sales SG&A was 7.6% during the current quarter compared to 8% for the year-ago quarter. Despite the ongoing impact of higher depreciation, SG&A expense is down $9 million on a year-to-date basis and is expected to drop further in coming quarters as we realize the benefit of cost reduction initiatives. As a result of the higher gross margin and controlled SG&A expense, quarterly operating income rose from $2 million to $21 million, excluding the impact of restructuring charges. Operating income does not include equity income of our nine unconsolidated joint ventures. The most significant of which, WAVE, had record third quarter earnings. Collectively, equity income rose 16% to $16 million from…

Thank you, John. Last quarter I started my comments with a recap of the things we were doing to accomplish a turn around in our Metal Framing business. I would like to update you this quarter on the progress we have made since that time. Our plans to consolidate five facilities by the end of our fiscal year are on target with the timeline we originally established. We announced last quarter that we would be closing Metal Framing’s corporate office in Pittsburgh and moving those functions here to Columbus. Those plans are underway and the move will be complete sometime near our fiscal year end. As a result of the closure we will be eliminating redundant corporate functions and will be significantly reducing our cost to operate the business. We told you last quarter that we thought Dietrich had seen its low point and we expected to see improvement each month of the new calendar year. In our just completed third quarter sales were up 5%, or $8.9 million, from the previous year’s third quarter. Metal Framing was profitable in February, excluding the impact of restructuring charges and a pension charge related to the resolution of a legal matter. We expect to see the improvement continue throughout the fourth quarter. We are certainly encouraged by the tremendous progress John Roberts and his team have made towards returning this business to profitability in the near term. We have announced four price increases since October 2007 and we have been successful in realizing significant portions of those increases. We have also announced several additional future price increases to stay in front of the escalating steel prices. Now to touch base on our other business segments. It is well known that there are fairly strong headwinds in two of the major in-markets of…

Thank you, John and George. When we were last together at the second quarter call I told you that you would see a much stronger performance from us in our third and fourth quarters. I believe we delivered on the third. I reiterate that we are very well positioned to demonstrate continue sequential strengthening in our fourth quarter due to improving results in both Steel and Metal Framing. At this point we are very happy to take your questions.

Thank you. (Operator Instructions) Your first question is from Michelle Applebaum.

Hi. I’m thrilled to see the beginnings of spring in your results this quarter and wanted to ask you some specific questions about all three of the businesses. First, on the Metal Framing--you were profitable in February. Do you anticipate that will be continued into the May quarter?

We do.

Okay. And how can we look at the timing in terms of the price increases that are coming through the company in terms of Metal Framing and the timing of your own price increases? Do you think we have passed the corner and will continue to see profitability beyond that?

Yes. We will have to watch and see what happens in the commercial construction markets. We are, as I said, knowing that there would be some retraction, there’s also retraction from a very robust level. So we think business will remain fairly strong. Whether or not steel pricing continues to ride to a point, Michelle, that it would slow it down beyond what we think at the moment, that’s a possibility we’ll have to watch. But we feel good about this business. We were out with two increases well before the announced increases on the steel side came and we’ve continued to keep pace with the increases that are out there in the price of material to market. So we feel good directionally about the business; we’re taking a bunch of costs out of it and improving our performance with our customers, which is the part that pleases me the most, as it showed up in volume gains as we started to regain some share working with people in a more open, better way.

That’s great. And you’re not concerned about the steel price projectory in April and May where things got accelerated then?

It certainly got our attention. That’s a big move to get steel to a hot rollup to $800/t in May. And for us, a concern generally has to come on the back side of this more than the front side of this. Obviously we want to work with our customers in these difficult environments for them, giving them plenty of heads-up, where we see the markets going. Watching our inventories is something we will double-down on, though they’re in very good shape at the moment. And I don’t think there’s anything out there that tells me pricing will cliff-dive on the other side. The current economic environment, I think, is supportive of sustaining pretty robust prices as the mills try to cover their increased raw materials costs and other things that they’re doing.

Okay. And regarding the Steel Processing business, do you anticipate—I recall you’re on FIFO so you’d have actually some benefit in the current quarter, wouldn’t you, and the next quarter, as prices go up and your inventories are older inventories?

We are on FIFO in Dietrich and we’re on Specific ID in Steel, John?

We switched it. When we went on ERP we switched to FIFO.

Okay, I’m sorry. As we put in the Oracle System we switched to FIFO so you’re correct. And, obviously, there is some inventory effect as we go through these kind of steep increases. Very modest this quarter; it’s really just beginning. We would expect to see more of it on the Dietrich side if this continues, this path, simply because it is all spot-to-market business. There’s no locked-up contracts on the customer side. We have, as you know, a lot of that in the Steel company. So as long as everybody’s fixed to agreements that side will just continue locked in to the margins that it has.

Michelle, John Christie. On the Dietrich side we’ve received really nominal FIFO gain in this quarter. I think the comparison between last quarter was more on inventory mix compared to last quarter. As you recall, last quarter our secondary-to-prime got out of whack and we were selling mostly prime material through Scott Lawry’s efforts and they had a purchasing. We have gotten that secondary prime mix adjusted and that really was the effect we had in Dietrich on the spread, as well as raising prices. We will pick up some FIFO, though, as this goes forward into the fourth.

Okay. And then getting back to Steel Processing, this current quarter you didn’t have FIFO benefit with older inventories?

No, we did have some but as I said it was modest, particularly as you look forward. In other words, I expect it to increase.

Okay. So you expect to have further FIFO gains into the May—that’s a new concept, FIFO gains.

We do. And it’s not something we particularly care for. Honestly, it kind of masks underlying performance if it gets to be significant in any way.

That’s what the LIFO guys say. It’s very confusing. And do you think steel prices, at $800/t for May are done going up, on the flat-roll side?

I have no idea. I’m going to let the mills do what the mills do.

You don’t have a view?

Pardon me?

You don’t have a view?

I’m not going to speak for them and we’ll see what they do when we go onto the June book.

Okay. And then the only other question I had was on the Cylinder side. I was kind of surprised to see some margin compression there. Is that a temporary thing?

It is not a temporary thing in Austria, which is where most of that compression rests. That’s something that we’ve been watching for quite a while. We’ve done just an outstanding job in Austria and as it often occurs, when things go extremely well, it attracts more competition. So people have been expanding their capacities for the last year. So it was something that was anticipated. I think as we continue to develop new products and continue to see Balloon Time continue to expand, the air tanks just launching in North America from our success in Europe with them—there’s a lot of things that we had pressing that we’ll continue to see the robust kind of growth and excellent results out of cylinders.

Okay, great. Thank you.

The next question is from Michael Willemse.

Thank you. Good afternoon. First question, on the automotive and the Processing segment, I’m often getting questions about the pricing there. Could you give us a breakdown of how much of the pricing in that segment, especially with your automotive customers, is based on kind of back-to-back contract pricing? How much is based on back-to-back spot pricing? And do you have any that you’re selling at a contract price but you’re buying on a spot basis?

We do not have any contract business that we do not support with a contract from the supplier. It’s kind of a rule of engagement around here and so we do not have that. I would say all of direct auto business is a contractual relationship of some sort and supported from the mill side. Some of the contracts we’ve been successful this year, and not necessarily with automotive though some probably in the chain, time contractual pricing to index pricing. So it’ll be good to watch this mechanism work; we think it’s a good one that only serves to smooth out peaks and valleys in pricing over time. But all the direct automotive business is really locked down at one point or another.

Okay, so most of your spot business would be on the non-automotive side?

Yes.

Okay. And then, also, just curious, given the weakness in the automotive sector in general and some of the U.S. manufacturing, are you seeing any opportunities for acquisitions or some competitors who are really struggling that might be going out of business? I know it’s benefited your volumes and I’m just thinking are there still some decent opportunities out there?

There may be some that come along. Most of our focus, as we look at anything that we want to make acquisition runs at, will be down the cylinder road. And we’re certainly going to be open to other opportunities in other of our business segments but our eyes are fairly well focused in that arena—in the cylinder company.

And just going back to the flat-roll. Are you seeing any small or mid-size competitors exiting that business yet?

I have not seen anything of significance that has caught my attention.

At these steel prices there will be a significant working capital strain on small individual competitors when you get to $800/t steel, so we’re watching that.

Okay. Thank you very much.

Your next question is from Charles Bradford.

Good afternoon. Question for you on Spartan. I saw some pretty nasty looking pictures of the blast furnace at—I guess what used to be called Rouge—and some comment that it might take two years to fix. What are you hearing and what can you do in the meantime to fill up Spartan?

It’s our understanding—and then George will fill in most of these comments—that that particular blast furnace will stay off line. But George is probably in closest contact with our friends at Severstal.

As you probably know, the furnace that they had the unplanned outage in was the smaller of the two and they had to shut down the larger furnace as a precautionary measure while they made sure that they weren’t going to have a problem with the other furnace impinging on the larger. They have now brought the larger furnace back up and it is somewhere between 75% and 100% of it’s efficiency, back in operation. I’m not sure they’ve made a firm determination what they’re going to do with the furnace that went down but we had a meeting with them not too long ago and I think they’re working through those problems reasonably well and trying to get back on track and meet the obligations that they made to people for supply. Obviously it’s going to be a challenge for them because they have, at least temporarily, lost the production out of that smaller furnace.

Are they bringing in slabs, do you know, from elsewhere to try to make up the difference?

There certainly has been some talk about that and I really don’t want to speak for them so I really can’t say.

Thank you.

The next question is from Mark Parr. Mark Parr - McDonald & Co.: Good afternoon. I had a couple of questions. First on the Metal Framing side. Was any of the volume gains that you saw, perhaps some front-end loading by customers, in anticipation of price increases in the spring?

We really haven’t seen much of that. The organization, as well as George, tracks their daily shipping rates and we haven’t seen that normal pattern of build up. Volumes right now are very good and whether some of that is being applied toward future increases would be purely speculation on my part, but we’ve seen really just a steady growth in our volumes over the last four or five months.

Mark, as John Christie mentioned earlier, December is usually the weakest month of the year for us in all of our business segments and certainly that was the case in the Metal Framing side. In both January and February, both of those months, we met our shipment forecast in each of those two months so it wasn’t like we had a small recovery in January and a larger recovery in February. We’ve seen constant improvement throughout in each month. We met our forecast that we had. Mark Parr - McDonald & Co.: Okay.

Then through this part of March as well. Mark Parr - McDonald & Co.: Okay. I appreciate that. I’m also wondering about the potential for some further margin compression in the Cylinders business? It doesn’t seem as if the higher steel costs have hit that side of the business yet. And what’s your strategy to offset the higher raw material situation emerging there?

We have actually probably felt some of the pain in that already and that’s largely because with certainly our larger users we have clauses to cover materials price rises. They’re lagged [inaudible]. And all triggered and negotiated at different times. So that was the strategy that’s been in place and we’ve used that for quite some time and that will be what helps accommodate rising raw material costs for them. Mark Parr - McDonald & Co.: Okay. So you said you’ve started to feel some of that. Would you expect that kind of lagging situation to somewhat linger over the next few quarters and prices move up aggressively?

Yes. Mark Parr - McDonald & Co.: Like in the third quarter?

Again, all those arrangements with different customers are differently timed. Some are once a year, some are twice year. It all depends on the contract and will be behind for a bit. Mark Parr - McDonald & Co.: Okay. Just one last question if I could. On the Steel Processing side. Your mix of automotive was lower but I would say probably your automotive business is amongst probably your weaker-end market segments right now. Is there anything you can talk to us about regarding significant inroads in market areas or marketing initiatives? And give a little more color on where you’re taking your focus in this area over the next several years?

Yes. I think this will be something George will want to speak to a little bit, but as he pointed out in his comments, while they are down—and you’re also right, their volumes, certainly on a historic basis are low, but we have continued to gain some tons in automotive each year for the last several. But we have clearly continued to grow our overall volume. A lot of that’s in ag-related products. Grain bins have been a specific area of focus that we identified and really went out and targeted. Agricultural equipment is another area. George, or John, I don’t know if you have anything to add.

I think, Mark, that John’s absolutely right. I think the grain bin business, obviously because of the emphasis with ethanol, has been very strong for us for some time. We’ve made a conscious effort to go out and secure some of that business. And John also mentioned the farm implement equipment. We’ve been very active in that arena as well. We’ve seen strong demand from both of those areas. [inaudible] another chance to remember and recognize that the Steel company was recently selected as John Deere’s supplier of the year—one of their ten suppliers of the year. Mark Parr - McDonald & Co.: Congratulations on that. It’s good to see some of your operations starting to pick up; good to see the restructuring initiatives look like they’re starting to take hold. And congratulations and I look forward to continued momentum here in the next couple of quarters.

Thank you very much. You’ll see it, and we’re far from done. Mark Parr - McDonald & Co.: Take care. Thanks.

The next question is from Gary Lenhoff.

Thank you. You’ve answered a couple of the questions I had. The last question would be can you give us any thoughts or color on what you expect cap ex to be for your Fiscal 2009?

Cap ex for 2009. Well, as John said, I think we’re in an opportunity where some acquisitions can be made in 2009, but without any acquisitions it would still probably be maintained about equal with depreciation, which would still run around $60 million.

Thank you.

The next question is from Tim Hayes. Tim Hayes - Davenport & Company: Good afternoon. Several questions. Starting on the Steel Processing side, the new business that you were able to achieve in the quarter, was that automotive mostly or are there new markets, or non-automotive markets?

It was largely outside of the automotive sector though we certainly experienced some additional success in automotive as well. Tim Hayes - Davenport & Company: And do you have the [inaudible] percentage for the quarter?

49%.

49%. Tim Hayes - Davenport & Company: And how does that compare to last quarter?

Just about the same. Tim Hayes - Davenport & Company: And have you tried to gauge the financial impact of Severstal, the outage in the quarter?

We have but we are working with the business interruption insurance carrier and have forensic accountants in so I would rather not state any specific number at this time. Tim Hayes - Davenport & Company: Okay. And then any worries about the American Axle strike and if that’s going to eventually work itself over to your book of business?

I think, Tim, that obviously just the overall automotive build for the year is scheduled to be down significantly from where it was last year and certainly that’s a concern if there’s going to be any continuing disruptions from that. I guess at this point we haven’t seen that but we’ve just got to keep our eye on it for the future. Tim Hayes - Davenport & Company: And what are you expecting North American builds to be down for the year?

I hear numbers all the way from 14.5 up to 15.5 and I think depending on who you talk to you would get an estimate somewhere in that range from most of the people that would be willing to prognosticate. Tim Hayes - Davenport & Company: Now turning to Metal Framing, is Alter Steel completely rolled out now?

Yes. Tim Hayes - Davenport & Company: And was any of that rolled out in this quarter or had than been completed in the last quarter?

It had been completed. Tim Hayes - Davenport & Company: Okay. And then, the price increase in February, how much, percentage-wise, did you raise prices?

10%. Tim Hayes - Davenport & Company: And was there another price increase [inaudible]

George might want to walk through with you the increase in degrees and timing.

Tim, back in October before the steel started running up we put a 10% increase back on October 15. We had another 10% in the beginning of January, another 10% at the beginning of February, and another 15% at the beginning of March. Again, in trying to stay in front of—after we saw the steel price increasing running up. Obviously, the way that business works we have some job quotes where we quoted business prior to the price going up; we have to honor some of those as we go along. So, normally when we raise the price 10% we would probably see during a specific time frame probably realizing about half of that. I think in this latest time frame we’ve been a little more successful in that; we’ve probably gotten about 6% to 6.5% of those 10% price increases. And so far in March we’re getting about 7% of that 15%. Tim Hayes - Davenport & Company: And then, finally, on Metal Framing, do you still worry about wood substitution? I guess maybe I should rephrase that. Wood prices have been weak for so long. Has all the substitution in wood that can occur, has it occurred?

My answer to that would be yes. But it’s still something that you want to watch all the time. In our mid-rise products we watch concrete as well, so all kind of substitute materials we keep a close eye on. Tim Hayes - Davenport & Company: Okay, if I could just ask a couple of more quick ones. The Other income, or operating income for the Other segment, of $1.7 million? What was that related to?

That’s several things. That’s our Gerstenslager division--that is our construction building military housing area, our multi-high rise area. So that’s a combination of several—Steel PAC. Tim Hayes - Davenport & Company: Anything unusually high in that, that won’t recur?

Actually, there is a significant improvement in our WIDS business, which is our integrated building systems business, which was a drain on us for the first nine months of last year and we are expecting break even from that operation for the full year. So we have seen significant improvement in that area. Tim Hayes - Davenport & Company: And the remaining $8 million of charges that are coming? What’s the timing on that? Is that all going to be in the fourth quarter or will that stretch out into Fiscal 2009?

That will stretch out through 2009. Tim Hayes - Davenport & Company: And then my final one. I notice a fairly big increase in debt, short-term debt. I’m assuming a little bit went for working capital needs.

That’s correct. Tim Hayes - Davenport & Company: But the debt level seemed to go up more than what you needed from working capital in the quarter. Was that increase on anticipation of further working capital needs?

No. As we said, we purchased about 2.3 million shares of stock during the quarter and we also had the working capital requirement with the higher steel inventory. Tim Hayes - Davenport & Company: Very good. Thank you for answering all my questions.

The next question is from Sal Tharani.

Can you tell us about price increases in Processed Steel side. Are you able to increase the prices ahead of the mill prices—ahead of the prices you have to pay to the mill The mills have announced a May price increase? Are you able to tell your clients that you will raise the prices as of now?

We are always working to price to market.

You are raising the price for the replacement cost?

Yes.

Okay. And the second question is on the Mexico. Nucor has announced a service center over there. How does it affect your business?

Well, I guess we’ll have to see when they’re up and running how it affects our business. Sal Tharani – Goldman Sachs: Is that a big market for other large [inaudible] service centers to be operating? Or do you think you’re going to have to fight for the market share with them?

You’re talking about Mexico?

Yes.

I think in any of these environments you always have to fight to keep and gain market share and keep your customers’ trust and confidence and we will always do so.

Sal, I think I would also say to you that we were very careful and mindful when we went to Mexico and looked very carefully at trying to find the right partner. We think we’ve done a great job of that. We have a lot of confidence in our joint venture partner down there and they’ve, in the short time we’ve been together, have just produced tremendous results for us, given us many opportunities. We think we’re going to be able to continue to grow and expand that in the future.

And lastly, on the inventory benefit you’ve got on your Metal Framing side, in the cost side—material costs. Is that going to continue in the fourth quarter?

Well, in particular, I’ll point out again that it was really not very significant in this quarter and how it goes forward, we expect it to be more significant in Steel and we’ll have to watch how the markets develop. But there we are not matched off with contractual relationships with our customer base as we get locked-up in Steel—over half our business. It is likely to be again more significant there than in Steel.

I know on the Metal Framing side where you had some benefit on the cost side, not the Processed Steel.

And I answered on the Metal Framing side and maybe we got confused some place along the road. I said it will be more significant going forward than our Steel company, in Metal Framing, and that the impacts this quarter really were not significant.

Thank you very much.

(Operator Instructions) Our next question is from Bob Richard. Bob Richard – Longbow Research: Good afternoon. Appreciate all the detail on the questions. I just have one. If you look historically over the last three or four years, there is a significant bounce in volume in both Steel Processing and Metal Framing. How comfortable are you that that will be realized here for this quarter ending in May? And is there one more than the other you expect that that bounce will be realized? Thanks.

In Steel, as I said during the call briefly—I didn’t give it a lot of play, but the price increases—I’m sorry, volume increases will continue from business that we won going into 2008, contractual in nature. And that will continue to increase probably into April. Most of it will be in the month of March, most likely. But we’ll continue to see increased volume there. Volumes on the metal framing side, we certainly expect to sustain our current position. We expect to gain some more as we go forward, mainly market share related, as we continue to, again, be very responsive to our customers and gain additional share there.

I think I would just like to add, now this was a very conscious decision on our part back in the Fall as we saw the headwinds that were forming on the automotive sector. Our Steel Processing business, under Mark Russell’s direction, went out looking for new markets, new customers, because they saw that the automotive business was going to be in for some challenges and they really have done a great job in diversifying and getting new markets for us to have additional volume in.

And, Bob, I apologize; I missed the seasonal part of your question so I wasn’t very responsive on that. I would expect there to be lots of a seasonal bounce this year than normal. Bob Richard – Longbow Research: I appreciate that. And it’s great to see the price interaction on the Metal Framing in this environment. It’s good to see that relationship with [inaudible] maintained. So thanks a lot and best of luck.

At this time I’m showing no other questions.

Okay. Thank you again very much for taking the time to spend with us and let us walk you through our third quarter. We will continue to do our best to answer your questions. They’re always good and probing. And we look forward to seeing you in the fourth quarter call. Thank you.

Thank you for participating on today’s conference. You may disconnect at this time.