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Proc-Type: 2001,MIC-CLEAR
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Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Commission File Number 1-5828
DYNAMET INCORPORATED DEFINED CONTRIBUTION PLAN
(Full Title of the Plan)
CARPENTER TECHNOLOGY CORPORATION
(Name of issuer of the securities held
Pursuant to the plan)
1047 North Park Road
Wyomissing, PA 19610-1339
(Address of principal executive
Office of the issuer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Carpenter Technology Corporation has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
DYNAMET
INCORPORATED DEFINED CONTRIBUTION PLAN (Name of Plan) |
|||
Date June 20, 2002 | By | /s/ Terrence E.
Geremski Terrence E. Geremski Senior Vice President - Finance and Chief Financial Officer |
|
Financial Statements and Exhibits
(a) Financial Statements
The financial statements filed as part of this report are listed in the
Index to Financial Statements included herein.
(b) Exhibits
(1) Consent of Independent Accountants
DYNAMET INCORPORATED DEFINED CONTRIBUTION PLAN
INDEX TO FINANCIAL STATEMENTS
FORM 11-K ANNUAL REPORT
Form
11-K
Pages
Report of Independent Accountants 5
Financial Statements:
Statements of Net Assets Available for Plan
Benefits
December 31, 2001and 2000
Common/Collective trusts with PNC Bank:
Investment Contract Fund
Aggressive Profile Fund
Mutual Funds with PNC Bank:
Balanced
Fund
Index Equity Fun
Large Cap Growth Equity Fund
Intermediate Government Fund
International Equity Fund
Small Cap Value Equity Fund
Carpenter Technology Common Stock Fund
Participant Loan Fund
6
Statements of Changes in Net Assets Available
for Plan Benefits
for the years ended December 31, 2001and 2000:
Common/Collective trusts with PNC Bank:
Investment Contract Fund
Aggressive Profile Fund
Mutual Funds with PNC Bank:
Balanced Fund
Index Equity Fund
Large Cap Growth Equity Fund
Intermediate Government Fund
International Equity Fund
Small Cap Value Equity Fund
Carpenter Technology Common Stock Fund
Participant Loan Fund
7
Notes to Financial Statements 8-11
Supplemental Schedules *:
Assets Held For Investment Purposes as of December 31, 2001 12
* Other schedules required by 29 CFR 2520.103.10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted as they are not applicable.
To the Participants and Administrator of the
Dynamet Incorporated Defined Contribution Plan
We have audited the accompanying statements of net assets available for benefits (modified cash basis) of the Dynamet Incorporated Defined Contribution Plan (the "Plan") at December 31, 2001 and 2000, and the related changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2001. These financial statements are the responsibility of the Plans management; our responsibility is to express an opinion on these financial statements based on our audits of these statements. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, the financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles in the United States of America.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and changes in net assets available for benefits for the year ended December 31, 2001, on the basis of accounting described in Note 2.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) (modified cash basis) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Pittsburgh, PA
May 31, 2002
Dynamet Incorporate
Defined Contribution Plan
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
(in thousands of dollars) | ||||||||||
2001 | 2000 | |||||||||
Investments, at estimated fair value: | ||||||||||
Common/collective trusts with PNC Bank: | ||||||||||
Investment Contract Fund | $ 1,786 | $ 1,625 | ||||||||
Aggressive Profile Fund | 472 | 667 | ||||||||
2,258 | 2,292 | |||||||||
Investments, at quoted market value: | ||||||||||
Mutual funds with PNC Bank: | ||||||||||
Balanced Fund* | - | 4,268 | ||||||||
Index Equity Fund* | - | 4,205 | ||||||||
Large Cap Growth Equity Fund* | - | 3,062 | ||||||||
Intermediate Government Bond Fund | 7 | 432 | ||||||||
International Equity Fund | - | 303 | ||||||||
Small Cap Value Equity Fund | - | 460 | ||||||||
BlackRock Balanced Fund* | 3,845 | - | ||||||||
BlackRock Large Cap Growth Equity Fund* | 2,231 | - | ||||||||
BlackRock Index Equity Fund* | 3,754 | - | ||||||||
BlackRock International Equity Fund | 260 | - | ||||||||
BlackRock Small Cap Value Equity Fund* | 688 | - | ||||||||
BlackRock Intermediate Government Bond Fund* | 726 | - | ||||||||
11,511 | 12,730 | |||||||||
Carpenter Technology Common Stock Fund | 278 | 292 | ||||||||
Participant Loan Fund | 207 | 232 | ||||||||
11,996 | 13,254 | |||||||||
Net assets available for benefits | $ 14,254 | $ 15,546 |
* Individual investments that represent 5% or more of the net assets available for benefits.
Dynamet Incorporated
(in thousands of dollars)
Additions: | |||||||
Investment income: | |||||||
Interest and dividends | $ 232 | ||||||
Less - investment expenses | (13) | ||||||
219 | |||||||
Contributions: | |||||||
Participants | 466 | ||||||
Employer | 774 | ||||||
1,240 | |||||||
Total additions | 1,459 | ||||||
Deductions: | |||||||
Net depreciation in the value of investments at estimated fair value | 2,273 | ||||||
Net depreciation in the value of investments at quoted market value | 139 | ||||||
Benefits paid to participants | 339 | ||||||
Total deductions | 2,751 | ||||||
Net decrease | (1,292) | ||||||
Net assets available for benefits: | |||||||
Beginning of year | 15,546 | ||||||
End of year | $ 14,254 |
The accompanying notes are an integral part of these financial statements.
Dynamet Incorporated
Defined Contribution Plan
Notes to Financial Statements
1. Description of
the Plan
The following brief description of the Dynamet Incorporated Defined Contribution Plan
(the Plan) is provided for general information purposes only. Participants should refer to
the Summary Plan Description for a more complete description of the Plans
provisions. The plan administrator is Dynamet Incorporated (Dynamet). The Trustee and Plan
Custodian is PNC Bank. General The Plan is a defined contribution plan covering salaried and, effective January
1999, non-union hourly employees of Dynamet, not covered by a collective bargaining
agreement. In February 1997, Dynamet became a wholly-owned subsidiary of Carpenter
Technology Corporation (CTC). Effective July 1, 2001, certain domestic Dynamet employees became employees of
Carpenter Power Products (CPP), a wholly-owned subsidiary of CTC. These employees remained
participants in the Plan. All domestic CPP employees not covered by a collective
bargaining agreement may become participants in the Plan upon completion of the
eligibility requirements of the Plan. All full-time and part-time employees not participating in another Dynamet pension plan
are eligible to participate upon the completion of one year of credited service as defined
in the Plan Agreement and upon attainment of age 21. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Contributions The Plan permits participants to contribute up to 15% of their pre-tax annual
compensation, subject to IRS limitation. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined contribution
plans. Dynamet will contribute an amount equal to 6% of participants eligible
compensation and will match participant contributions up to the first 4%. Participant Accounts Effective July 1, 1998, each participants account is credited with the
participants contribution and allocations of (a) the Companys
contribution and, (b) Plan earnings. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participants vested account. Vesting Prior to July 1, 1998, participants vested 20% after 3 years, 40% after
4 years, 60% after 5 years, 80% after 6 years, and 100% after 7 years.
Participants also became 100% vested upon total and permanent disability or death.
Effective July 1, 1998, participants fully vest immediately, and all active
participants as of that date became fully vested. Investment Options Upon enrollment in the Plan, a participant may direct contributions in 1%
increments in any of nine investment options. As a result of the share class change
implemented by PNC, effective November 2001, any monies invested in the previously
offered BlackRock "service class" funds were automatically moved to their
respective BlackRock "investor A class" replacement funds. Available investment options are as follows: Carpenter Technology Corporation Common Stock Fund BlackRock Balanced Fund Participants may change their investment options daily. Participant Loan Fund Participants may borrow from their account a minimum of $1,000 up to a maximum
amount equal to the lesser of $50,000 or 50% of their account balance. Loan transactions
are treated as a transfer (from) to the investment fund(s) (to) from the Participant Loan
Fund. Loan terms are generally 60 months; however, participants may repay their
entire balance at any time. The loans are secured by the balance in the participants
account and bear interest at a fixed rate based on the prime rate plus 1% at the time the
loans are made. Principal and interest are paid ratably through payroll deductions. Payment of Benefits Participants or their beneficiaries are entitled to benefits in the form of an
annuity or lump-sum distribution, equal to the vested amount in their accounts upon
retirement, total and permanent disability, death, or termination of service. Forfeited Accounts At December 31, 2001, forfeited nonvested accounts totaled $32,766 as a result
of non-vested participants terminated prior to July 1, 1998. These accounts will be
allocated, in accordance with the Plan, to active participants accounts on an annual basis
after the non-vested participant has been terminated for a five year period. During 2001,
$45,427 of forfeitures were reallocated to participants accounts. 2. Summary of Accounting Policies
Basis of Accounting The accompanying financial statements are prepared on the modified cash basis of
accounting; consequently, investment income and contributions and the related assets are
recorded when received rather than when earned, and investment expenses are recorded when
paid. Use of Estimates The preparation of financial statements in conformity with the basis of accounting
described herein requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and changes therein, and disclosure of contingent
assets and liabilities. Actual results could differ from these estimates. Risks and Uncertainties Investment securities 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 at least reasonably possible that changes in risks the near 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. Investment Valuation Investments in common/collective trusts are valued at estimated fair value as
reported to the Plan by the Plan Custodian. Investments in mutual funds and the common
stock of Carpenter Technology Corporation are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-end. Purchases and sales
of investments are reflected on a trade-date basis. Gain or loss on sales of investments
is based on average cost. Payments of Benefits Benefits are recorded when paid. Expenses Administrative expenses are paid by the Plan. 3. Related-Party Transactions
Certain Plan investments are shares of mutual funds issued BlackRock, a subsidiary of
PNC Bank. PNC Bank is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. Fees paid by the Plan for investment management
services amounted to $12,776 for the year ended December 31, 2001. Shares of CTC common stock were purchased and sold through the open market during 2001.
4. Tax Status
The Internal Revenue Service has determined and informed Dynamet by letter dated
December 20, 1999, that the Plan is designed in accordance with applicable sections
of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the
determination letter, the Plan administrator and the Plans tax counsel believe that
the Plan is designed and is currently being operated in compliance with the applicable
requirements of the IRC. 5. Plan Termination
Although it has not expressed any intent to do so, Dynamet has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, funds will be distributed in
accordance with the Plans provisions. Dynamet Incorporated
PNC Bank managed mutual fund accounts:
BlackRock Index Equity Fund
BlackRock Large Cap Growth Equity Fund
BlackRock International Equity Fund
BlackRock Intermediate Government Bond Fund
BlackRock Small Cap Value Equity Fund
PNC Bank Investment Contract Fund
PNC Bank Aggressive Profile Fund
Defined Contribution Plan
Schedule of Assets (Held at End of Year)
December 31, 2001
Issuer |
Description |
Shares or Units |
Cost |
Fair Value |
|||||
* | PNC Bank | Investment Contract Fund | 753,510 | $ 1,403,346 | $ 1,786,044 | ||||
* | PNC Bank | Aggressive Profile Fund | 25,843 | 554,325 | 472,082 | ||||
* | BlackRock | Balanced Fund - Class A | 273,649 | 3,893,435 | 3,844,770 | ||||
* | BlackRock | Index Equity Fund - Class A | 170,575 | 3,727,048 | 3,754,354 | ||||
* | BlackRock | Large Cap Growth Equity Fund - Class A |
220,638 |
2,250,490 |
2,230,646 |
||||
* | BlackRock | Intermediate Government Bond Fund - Class A |
69,728 |
729,288 |
725,869 |
||||
* | BlackRock | International Equity Fund - Class A |
30,567 |
259,102 |
259,530 |
||||
* | BlackRock | Small Cap Value Equity Fund - Class A |
44,182 |
659,065 |
688,355 |
||||
* | PNC Bank | Intermediate Government Bond | |||||||
Fund | 697 | 6,526 | 7,230 | ||||||
* | PNC Bank | Balanced Fund | - | 80 | - | ||||
* | PNC Bank | Large Cap Growth Equity Fund | - | 386 | - | ||||
* | PNC Bank | International Equity Fund | - | 81 | - | ||||
* | PNC Bank | Small Cap Value & Equity Fund | - | 181 | - | ||||
* | PNC Bank | Index Equity Fund | - | 185 | - | ||||
* | Carpenter Technology Corporation |
Carpenter Technology Common Stock Fund |
44,250 |
286,584 |
278,322 |
||||
Participant Loans | Interest Rate 1% over prime with rates ranging from 6.5% to 10.5%; no loans due past 9/22/2006 |
- |
- |
206,476 |
|||||
Total investments | $ 13,770,122 | $14,253,678 |
*Designates party-in-interest transactions.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by
reference in the Registration Statement
on Form S-8 (No. 333-55669) of Carpenter Technology Corporation of our report dated
May 31, 2002 relating to the financial statements of the Dynamet Incorporated
Defined Contribution Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
Dated: June 20, 2002
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