11-K 1 spa11k.htm SAVINGS PLAN FOR AFFILIATES Carpenter Technology Corporation 01 SPA 11-K

 

 

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, 2001

 

Commission File Number 1-5828

 

THE SAVINGS PLAN
FOR AFFILIATES
(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.
       
      THE SAVINGS PLAN FOR AFFILIATES
(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
     
THE SAVINGS PLAN FOR AFFILIATES
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 Benefits as of
       December 31, 2001 and 2000
   
  6
     
       Statements of Changes in Net Assets Available for Benefits
       for the years ended December 31, 2001 and 2000
   
  7
     
       Notes to Financial Statements   8-12
     
Supplemental Schedule:    
     
       Schedule of Assets (Held at End of Year)   13
     
Consent of Independent Accountants   14
     
Report of Independent Accountants
 
 
To the Participants and Administrator of the Savings Plan for Affiliates:
 
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 Savings Plan for Affiliates (the"Plan") at December 31,
2001 and 2000, 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 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
 
 
PricewaterhouseCoopers LLP
Philadelphia, PA
May 17, 2002
 
THE SAVINGS PLAN FOR AFFILIATES
 
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 2001 and 2000
(dollars in thousands)
       
       
       
ASSETS 2001   2000
       
Investments, at fair value $ 9,175   $ 9,180
       
Receivables:      
     Investment income receivable 9   -
     Contributions - salary deferral 26   36
     Contributions - company       23         34
       
     Total receivables       58         70
       
     Total assets  9,233    9,250
       
LIABILITIES      
       
Accrued administration expenses 23   9
Liability for Benefit Payments           -         11
       
     Total liabilities        23         20
       
Net assets available for benefits $ 9,210   $ 9,230
       
The accompanying notes are an integral part of the financial statements.
       
THE SAVINGS PLAN FOR AFFILIATES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 2001 and 2000
(dollars in thousands)

 
       
       
  2001     2000  
       
Additions to net assets attributed to:      
Investment income:      
       Dividends $  181   $  594 
       Interest      41        84 
       
     222      678 
Contributions:      
       Salary deferral 914   1,018 
       Company 763   944 
       Rollover      56           2 
       
  1,733   1,964
       
              Total additions 1,955   2,642
       
Deductions from net assets attributed to:      
Net depreciation (appreciation) in fair value of investments 667   (187)
Benefits paid to participants 1,233   345
Administrative expenses      75        37
       
              Total deductions 1,975      195 
       
                   Net (decrease) increase (20)   2,447 
       
Net assets available for benefits:      
                   Beginning of year  9,230    6,783 
       
                   End of year $ 9,210   $ 9,230 
       
       
       
The accompanying notes are an integral part of the financial statements.
THE SAVINGS PLAN FOR AFFILIATES

NOTES TO FINANCIAL STATEMENTS

     
     
     
1. Description of Plan:  
  The following description of the Savings Plan for Affiliates (the Plan) provides
only general information. A more comprehensive description of the Plan's
provisions can be found in the Plan document, which is available to participants
upon request from Carpenter Technology Corporation or any participating
affiliate (collectively referred to as the "Company").
 
 
 
 
     
 

       General:

  The Plan is a defined contribution plan which covers substantially all domestic
employees of Certech, Inc., Carpenter Advanced Ceramics, Inc. (Crafts
Technology and Z-Tech Divisions), Parmatech Corporation, Rathbone
Precision Metals and Shalmet Corporation (except for salaried exempt
employees who, effective July 1, 2001, became participants in the Savings
Plan of Carpenter Technology Corporation), all of which are affiliates of
Carpenter Technology Corporation, who have attained the age of 21 years
and have completed at least one year of service of at least 1,000 hours.
Plan participation commences on the first day of the month following
attainment of eligibility requirements. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended.
 
 
 
 
 
 
 
 
 
     
  Effective October 1, 2000, PNC Advisors replaced Chase Manhattan Bank
as Trustee and Recordkeeper of the Plan.
 
     
 

       Contributions:

  Each year, participants may contribute up to 17 percent of pretax annual
compensation (known as salary deferral contributions), as defined by the Plan.
Participants may also contribute amounts representing distributions from
other qualified plans (known as rollover contributions). The Company
contributes an amount equal to two percent of each employee's total
compensation for each pay period, and provides a matching contribution
equal to 50 percent of the portion of the participant's salary deferral which
does not exceed four percent of the participant's total compensation for
each pay period (collectively known as company contributions).
Contributions are subject to certain limitations.
 
 
 
 
 
 
 
     
 

       Participant Accounts:

  The following four accounts are maintained for each participant and are
credited with the applicable contributions, earnings on funds invested,
forfeitures of terminated participants' nonvested accounts, and are charged
with an allocation of Plan administrative expenses.
 
 
     
The contributions to these accounts are participant directed:
- Employer Qualified Non-Elective Contribution Account - credited with
company non-matching contributions
- Employer Matching Account - credited with company matching
contributions
- Employee 401(K) Account - credited with salary deferral contributions
- Rollover Monies Account - credited with rollover contributions

       Vesting:

Qualified non-elective contributions, salary deferral contributions, rollover
monies, and the Plan earnings thereon, are 100 percent vested and
nonforfeitable. Vesting in the Company's matching contributions is based
upon years of continuous service, and a participant is 100 percent vested
after three years of service, contingent upon completing at least 1,000 hours
of service for each Plan year.

       Investment Funds:

As of October 1, 2000, the Plan maintains eleven investment funds. Each
participant may designate separately the investment fund or funds in which
the accounts are to be invested.

       Participant Loans:

Loans may be made to participants in an amount equal to 50 percent of the
value of the vested interest in his or her account or $50,000, whichever is less.
The minimum amount of the loan shall be $1,000. Interest is charged at a rate
which is 1% over the published prime rate for commercial lenders at the time
the loan is initiated. Loan repayments are required for each pay period over a
period not to exceed five years. A participant may have only one loan
outstanding at any time.

       Forfeited Accounts:

Forfeitures during the year of the Company's matching contributions are held
in an account in the Vista Premier U.S. Government Money Market Fund until
allocated to all eligible participants in proportion to each such participant's
compensation for the plan year. Forfeitures were $7,000 in 2001. There were no
forfeitures in 2000.

       Benefits Paid to Participants:

Benefits paid to participants include distributions and withdrawals. Participants
are entitled to a distribution equal to the value of the vested interest in his or her
account upon separation from service, occurrence of a total and permanent or
qualifying disability, or after the age of 59-1/2. Upon separation, a participant
may elect to defer such distribution, provided the account balance is at least
$5,000. The distribution of benefits to all separated participants must begin
no later than April 1 of the year after the participant retires or, in the case of
a 5% owner of Carpenter Technology Corporation common stock, the date
of separation. Upon attainment of age 59-1/2, participants may make
withdrawals from any accounts which are 100 percent vested without limitation.
Hardship withdrawals, subject to certain restrictions, are permitted from any
accounts which are 100 percent vested. Benefits paid to participants are in
cash except those which consist of investments in the Carpenter Technology
Stock Fund, which can be made in shares of Carpenter Technology
Corporation common stock or cash, at the participant's option. Payments
will be paid out in a lump sum or under a variety of annuity forms available for

election by the participant.

       Administrative Expenses:

Independent accountants' fees are paid by the Company. All other fees are
paid by the Plan.

       Plan Termination:

The Company has the right under the Plan to discontinue or change its
contributions at any time and to terminate the Plan subject to the provisions
of ERISA and any contractual obligations. In the event of termination or
partial termination of the Plan, or discontinuance of contributions by the
Company, the rights of all participants to amounts credited to their accounts
shall be nonforfeitable.
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 Carpenter Technology Corporation common stock is
stated at fair value based on the last reported sales price as quoted
on the New York Stock Exchange. The investment in the other 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 recorded 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.
 
 
 
 
 
 
  D. The net appreciation (depreciation) in the fair value of investments
in the statement of changes in net assets available for benefits
consists of the 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
  Mutual Funds: 2001   2000
         Investment Company of America Fund, 70 units $ 1,993   $          -
           
         Federated Mid-Cap Fund, 99 units $ 1,677   $          -
           
         PNC Investment Contract Fund, 630 and 572 units,
          respectively

$ 1,493
 
$ 1,284
 
           
         BlackRock Intermediate Government Bond Fund, 85 and 76
          units, respectively
$    877   $    771
       
           
         BlackRock Balanced Fund, 62 and 63 units, respectively   $    868   $ 1,016
           
         Carpenter Technology Corporation common stock,
          117 and 126 units, respectively
 
$ 1,139
 
$ 1,527
     
           
         Loan Fund, 474 units   $    474   $          -
           
  The Plan's investments, including gains and losses on investments
bought and sold, as well as held during the year, (depreciated) in
value by ($667,000) and appreciated in value by $187,000 in 2001
and 2000 as follows:
 
 
      (dollars in thousands)
      2001   2000
  Mutual funds   $ (388)   $ 328
  Common stock   (279)   (141)
      $ (667)   $ 187
           
4. Tax Status:        
  The Internal Revenue Service has determined and informed the
Company by letter dated December 20, 1999, that the Plan and
related trust are 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 Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC.
 
 
 
 
 
           
5. Related Party Transactions:        
  Certain Plan investments are shares of mutual funds managed by
PNC. PNC is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. Fees paid by the Plan for the
investment management services of PNC for the years ended
December 31, 2001 and 2000 were $75,000 and $1,000, respectively.
 
 
 
           
  Certain Plan investments were shares of mutual funds managed
by the Chase Manhattan Bank. The Chase Manhattan Bank was the
trustee through September 30, 2000 as defined by the Plan and,
therefore, these transactions qualify as party-in-interest. Fees paid
by the Plan for the investment management services of Chase
Manhattan Bank for the year ended December 31, 2000 was $36,000.
 
 
 
 
           
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
The Savings Plan for Affiliates
as of December 31, 2001
       
       
(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

  Investment Company of America Fund Registered Investment Company $ 1,993,506
  Federated Mid-Cap Fund Registered Investment Company $ 1,677,137
* PNC Investment Contract Fund Registered Investment Company $ 1,493,279
* Carpenter Technology Corporation Stock Fund Corporate Stocks - Common $ 1,139,159
* BlackRock Intermediate Government Bond Fund Registered Investment Company $    883,510
* BlackRock Balanced Fund Registered Investment Company $    868,448
  Janus Growth Fund Registered Investment Company $    258,051
  Fidelity Advisor Value Stratification Fund Registered Investment Company $    183,524
* BlackRock Index Equity Fund Registered Investment Company $      85,719
  Janus International Fund Registered Investment Company $      79,452
  Aim Small Cap Growth Fund Registered Investment Company $      38,912
  Participant Loans Loans to Participants - interest rate range 6.00% to 10.5%; no loans due past 5/4/07  

$   474,386

 
       
* Party-in-Interest    
       
 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
 
 
 
       We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (number 033-65077) of Carpenter
Technology Corporation of our report dated May 17, 2002 relating to
the financial statements of The Savings Plan for Affiliates, which
appears in this Form 11-K.
 
 
 
 
 
 
PricewaterhouseCoopers LLP
Philadelphia, PA
June 20, 2002
 
 


Last Updated on 6/17/02
By U00954