-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K5IN+LZ7PrevnQIZx6W4vhzKWAaL1mrezbgRChMgGvHkV0KZ+jI+eP+zswO0AvdM 91DfYZoWQVdLUdyLpcJl/A== 0000017843-01-500026.txt : 20010629 0000017843-01-500026.hdr.sgml : 20010629 ACCESSION NUMBER: 0000017843-01-500026 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05828 FILM NUMBER: 1670268 BUSINESS ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610-1339 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610 11-K 1 tal11k.htm RETIREMENT PLAN OF TALLEY METALS TECHNOLOGY INC.
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 year ended December 31, 2000
Commission File Number 1-5828
RETIREMENT PLAN OF
TALLEY METALS TECHNOLOGY, INC.
(Full title of the plan)
CARPENTER TECHNOLOGY CORPORATION
(Name of issuer of the securities held
pursuant to the plan)
1047 N. Park Rd.
Wyomissing, Pennsylvania 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.
RETIREMENT PLAN OF
TALLEY METALS TECHNOLOGY, INC.
(Name of Plan)
Date

        June 28, 2001

   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




Report of Independent Accountants
To the Participants and Administrator of the Retirement Plan of Talley Metals
Technology, Inc.:
In our opinion, the accompanying statements of net assets available for benefits and the related
statements of changes in net assets available for benefits present fairly, in all material respects,
the net assets available for benefits of the Retirement Plan of Talley Metals Technology, Inc. (the
"Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for
the years then ended in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial statements based on our audits. 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.
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 for Investment
Purposes at End of Year 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's 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.


/s/PricewaterhouseCoopers LLP
June 4, 2001
RETIREMENT PLAN OF
TALLEY METALS TECHNOLOGY, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 2000 and 1999
(dollars in thousands)
ASSETS 2000 1999

Investments, at fair value
$ 6,843
$ 6,580

Receivables:

     Investment income receivable 12 9
     Contributions - salary deferral - 32
     Contributions - company

-

47

     Total receivables

12

88

     Total assets

6,855

6,668

Net assets available for benefits

$ 6,855

$ 6,668




The accompanying notes are an integral part of these financial statements.
RETIREMENT PLAN OF
TALLEY METALS TECHNOLOGY, INC.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 2000 and 1999
(dollars in thousands)
2000 1999

Additions to net assets attributed to:

Investment income:
     Net appreciation in fair value of investments $        - $    338
     Interest and Dividends

200

205

200

543

Contributions:
     Employer 659 772
     Participant 469 592
     Rollover

217

1

1,345

1,365

          Total additions

1,545

1,908

Deductions from net assets attributed to:
Net depreciation in fair value of investments 165 -
Benefits paid to participants 1,188 1,240
Administrative expenses

5

7

          Total deductions

1,358

1,247

               Net increase 187 661
Net assets available for benefits:
               Beginning of year

6,668

6,007

               End of year

$ 6,855

$ 6,668




The accompanying notes are an integral part of these financial statements.
RETIREMENT PLAN OF
TALLEY METALS TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS
1. Description of Plan:

The following brief description of the Retirement Plan of Talley Metals Technology, Inc. (the
Plan) is provided for general information purposes only. Participants should refer to the
Plan document for more complete information.

       General:

The Plan is a defined contribution plan covering all employees of Talley Metals
Technology, Inc. and Amcan Specialty Steels, Inc. (collectively called the Company) who
have one year of service and are age eighteen or older. It is subject to provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Prior to June 1, 1998, the
Plan had been designed as a money purchase pension plan. Any contributions made
prior to that date and earnings on those contributions will be subject to the terms of those
plan documents.

Effective July 1, 1999, Amcan Specialty Steels, Inc. was merged into Talley Metals
Technology, Inc., at which time these employees became eligible to participate in the
Plan.

       Contributions:

Each participant may, at their discretion, contribute between 1% and 15% of their
compensation through elective deferrals.

The Company makes annual Guaranteed Contributions to the Plan on behalf of
participants. The amount of such contributions is five percent of each participant's
earnings during the calendar year. In addition, the employer also makes a matching
contribution of 100% of the first 3% of the participant's total earnings that a participant
contributes to the Plan. Participants may also contribute amounts representing
contributions from other qualified defined benefit or defined contribution plans.

Participants may direct all contributions in one or more of the investment options in five
percent increments as directed by the participants based on their personal investment
goals. The Plan currently offers seven mutual funds, a fixed income fund, and the stock of
Carpenter Technology Corporation.

       Participant's Accounts:

Participant accounts are maintained and updated by the recordkeeper, Marshall & Ilsley
(M&I), which also acts as the trustee. Each participant's account is credited with the
participant's contribution, the Company's contributions and an allocation of Plan investment
earnings.

       Vesting:

Participants are 100% vested in all contributions.

       Participant Loans:

Loans are available to participants who are active employees of the Company.
Participants are subject to certain restrictions on their number of loans, amount and terms of
repayment. Interest is charged at the prime rate for commercial lenders at the time the
loan is initiated, plus one percent. Loan repayments must be made under a level
amortization schedule through regular payroll deductions, and payment in full is required at
the time of the participant's separation.

       Payment of Benefits:

On termination of service due to death, disability, or retirement, a participant is entitled to
full distribution of all amounts credited to his or her account. For termination of service due
to other reasons, a participant is entitled to the amount credited to his or her account.
Payments will be paid out in a lump sum or under a variety of annuity forms available for
election by the participant. Benefit payments are recorded upon distribution.
2.

 Summary of Significant Accounting Policies:
A. The financial statements of the Plan are prepared under the accrual method of
accounting.
B. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 those estimates.
C. The investment in the M&I Stable Principal Fund is stated at contract value, which
represents contributions made under the contract, plus earnings, less participant
withdrawals and administrative expenses. The investment in the other trust funds
are stated at their fair value, based on the current market values of the underlying
assets of the funds, or as determined by the trustee. Purchases and sales of
investments are reflected on a trade-date basis. Gain or loss on sales of
investments is based on average cost. Dividend income is recorded on the
ex-dividend date. Income from other investments is recorded as earned on an
accrual basis.
D. The net appreciation (depreciation) in the fair value of investments in the statement
of changes in net assets available for benefits consists of realized gains or losses
and unrealized appreciation (depreciation) on investments.
E. Benefits are recorded when paid.
F. Investments are exposed to various risks, such as interest rate, market and credit
risks. Due to the level of risk associated with certain investments and the level of
uncertainty related to changes in the value of investments, it is reasonably possible
that changes in these risks in the near term could materially affect the amounts
reported in the statement of net assets available for benefits and the statement of
changes in net assets available for benefits.
3. Investments:

The following presents investments that represent 5 percent or more of the Plan's net
assets. (Shares and dollars in thousands)                                                                              

at December 31
2000 1999

M&I Stable Principal Fund, 2,489 and 2,167 shares, respectively
$ 2,489
$ 2,167
Vanguard Wellington Fund, 14 and 14 shares, respectively $    400 $    402
Vanguard Windsor II Fund, 24 and 33 shares, respectively $    656 $    834
Vanguard Index 500 Fund, 10 and 12 shares, respectively $ 1,198 $ 1,675
Vanguard U.S. Growth Fund, 29 and 20 shares, respectively $    794 $    878


During 2000 and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated and appreciated in value by $165,000 and $338,000 respectively, as follows:
(in thousands)
2000 1999
Common stock $ 135  $ (43)
Mutual funds

(300)

381 

$ (165)

$ 338 

4. Tax Status of the Plan:
The Internal Revenue Service has determined and informed the Company by a letter dated
December 20, 1999, that the Plan is qualified and that the trust established under the Plan
is tax-exempt, under the appropriate sections of the Internal Revenue Code (the Code).
The Plan administrator believes the Plan is currently being operated in compliance with
applicable sections of the Code.
5. Administrative Expenses:
The participants are assessed a fee for loan originations. In addition, investment income
is shown net of investment management fees. All other expenses are paid by the
Company.
6.
 Plan Termination:
Although it has not expressed any intent to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA.
7. Related Party Transactions:
Certain Plan investments are shares of mutual funds managed by Marshall & Ilsley. Marshall
& Ilsley is the trustee as defined by the Plan and, therefore, these transactions qualify as
party-in-interest. Loan origination fees paid by plan participants to Marshall & Ilsley for the
years ended December 31, 2000 and 1999 were $5,000 and $7,000 respectively.
8.

Subsequent Event:

Effective July 1, 2001, salaried exempt employees of the Company will become participants
in the Savings Plan of Carpenter Technology Corporation.  At that time, they will be given the
election to retain their balance in the Plan or transfer it to the Savings Plan of Carpenter
Technology Corporation.
Schedule H, line 4i - Schedule of Assets Held at End of Year
Retirement Plan of Talley Metals Technology, Inc.
as of December 31, 2000
(A)

(B)
Identity of issue, borrower, lessor or similar party

 (C) Description of investment, including
maturity date, rate of interest, collateral,
par or maturity value

(E)
Current
Value
* M&I Stable Principal Fund Fixed income funds $ 2,488,709
Vanguard Wellington Fund Mutual fund $    400,212
Vanguard Equity Income Fund Mutual fund $    255,801
Vanguard Windsor II Fund Mutual fund $    655,934
Vanguard Index Trust (500 Portfolio) Mutual fund $ 1,197,524
Vanguard U.S. Growth Portfolio Mutual fund $    793,806
American Century Fund Mutual fund $    216,907
Neuberger & Berman Genesis Trust Mutual fund $    203,457
* Carpenter Technology Corporation Stock Fund Corporate common stock $    291,030
Participant Loans Loans to Participants - interest rate range
8.75% to 10.5%; no loans due past 12/8/2005		  

$    339,769

* Party-in-Interest



CONSENT OF INDEPENDENT ACCOUNTANTS



       We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (number 2-83780) of Carpenter Technology Corporation of our report dated June 7,
2001 relating to the financial statements of the Retirement Plan of Talley Metals Technology,
Inc., which appears in this Form 11-K.



/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, PA
June 28, 2001


Last Updated on 6/19/01
By U00954

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