Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 


 

ANNUAL REPORT

Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2012

 

Commission File Number 1-5828

 


 

SAVINGS PLAN OF

AMEGA WEST SERVICES, LLC

(Full title of the plan)

 

CARPENTER TECHNOLOGY CORPORATION

(Name of issuer of the securities held pursuant to the plan)

 


 

P.O. Box 14662

Reading, Pennsylvania, 19610

(Address of principal executive office of the issuer)

 

 

 



Table of Contents

 

Savings Plan of Amega West Services, LLC

Index to Financial Statements

Form 11-K Annual Report

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2012

3

 

 

Notes to Financial Statements

4-18

 

 

Supplemental Information

 

 

 

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year) as of December 31, 2012

19

 

 

 



Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of

the Savings Plan of Amega West Services, LLC

 

We have audited the accompanying statements of net assets available for benefits of the Savings Plan of Amega West Services, LLC (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012.  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 in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards 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.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

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, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary Schedule of Assets (Held at End of Year) as of December 31, 2012 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.  The supplementary schedule is the responsibility of the Plan’s management.  The supplementary 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/ ParenteBeard LLC

 

Reading, Pennsylvania

June 28, 2013

 

1



Table of Contents

 

Savings Plan of Amega West Services, LLC

Statements of Net Assets Available for Benefits

December 31, 2012 and 2011

 

 

 

2012

 

2011

 

Investments, at fair value:

 

 

 

 

 

Registered investment companies

 

$

968,965

 

$

427,871

 

Interest in Carpenter Technology Master Trust Fund

 

104,070

 

19,516

 

Total investments

 

1,073,035

 

447,387

 

Notes receivable from participants

 

42,175

 

8,261

 

Net assets reflecting investments at fair value

 

1,115,210

 

455,648

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(380

)

(101

)

Net assets available for benefits

 

$

1,114,830

 

$

455,547

 

 

See accompanying notes to financial statements.

 

2



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Savings Plan of Amega West Services, LLC

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2012

 

Investment income:

 

 

 

Net appreciation in fair value of registered investment companies

 

$

54,688

 

Interest in Carpenter Technology Master Trust Fund income

 

6,252

 

Dividends

 

22,468

 

Total investment income

 

83,408

 

Interest income from notes receivable from participants

 

669

 

Contributions:

 

 

 

Participant

 

340,038

 

Participant rollover

 

104,757

 

Employer

 

199,911

 

Total contributions

 

644,706

 

Benefits paid to participants

 

(67,709

)

Administrative expenses

 

(1,791

)

Net increase

 

659,283

 

Net assets available for benefits, beginning of year

 

455,547

 

Net assets available for benefits, end of year

 

$

1,114,830

 

 

See accompanying notes to financial statements.

 

3



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Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

1.  Description of the Plan

 

The following description of the Savings Plan of Amega West Services, LLC (the “Plan”) provides general information.  A more complete description of the Plan’s provisions can be found in the plan document, which is available to participants upon request from Amega West Services, LLC (the “Company”) or Carpenter Technology Corporation (the “Plan Sponsor”).

 

General

 

The Plan, established in April 2011, is a profit-sharing and stock bonus plan which covers substantially all domestic non-union employees of the Company.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Contributions

 

Each year, participants may contribute up to 100% of annual compensation on a pre-tax basis, and up to 100% of annual compensation on an after-tax basis, as defined by the plan document.  The combined contributions cannot exceed 100% of annual compensation on both a pre-tax and after-tax basis.  Participants who have attained age 50 before the end of the plan year are eligible to make “catch-up contributions”, which are additional pre-tax contributions.  Participants may also contribute amounts representing rollover distributions from other qualified pension plans.  Participant contributions to the Plan are recorded in the period that payroll deductions are made from the participants.  The Company contributes a matching contribution of up to 3% of each employee’s base pay, as defined by the plan document.  Participants direct the investment of all contributions into various investment options offered by the Plan.  Contributions are subject to certain limitations.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution, the Company’s contribution on behalf of the participant, and an allocation of plan earnings based on account balances, as defined.  Effective July 1, 2012, each participant’s account is charged with a $20 annual fee for recordkeeping administration, and participants of the Carpenter Technology Stock Fund are charged an administrative fee based on the fund balance.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

4



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

1.  Description of the Plan (continued)

 

Vesting

 

All contributions and plan earnings thereon are immediately and fully vested and non-forfeitable.

 

Notes Receivable from Participants

 

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 minus the amount of the highest outstanding loan balance on any plan loan during the preceding twelve months, or 50% of their vested account balance minus the current outstanding balance on any other plan loan.  Terms range from one to five years for a general purpose loan, and one to ten years for a primary residence loan.  The loans are secured by the balance in the participant’s account and bear interest at rates of 4.25% at December 31, 2012, which represents the Prime Rate plus 1% on the last business day of the month in which the loan was distributed.  Principal and interest are paid ratably through bi-weekly payroll deductions.

 

Payment of Benefits

 

Benefits paid to participants include participant withdrawals and participant distributions.  Participant withdrawals include hardship withdrawals, non-hardship withdrawals, and withdrawals after age 59½.  Participant withdrawals are subject to certain restrictions as defined by the plan document.  Upon termination of service due to death, disability, retirement, or other reasons, participants are eligible to receive a lump sum distribution.  A participant may elect to defer such distribution provided the account balance is at least $5,000.  The total distribution of benefits to all separated participants must occur by April 1st of the year following the year in which the participant attains age 70½.  The payment of benefits from the Carpenter Technology Stock Fund is made in shares of the Company’s common stock or cash, at the participant’s option.  All other payments of benefits are made in cash.

 

5



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Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

2.  Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared on the accrual method of accounting.

 

Investment contracts held by a defined contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  A portion of the Plan’s assets are invested in fully benefit-responsive investment contracts through its investment in the Standish Mellon Stable Value Fund within the Carpenter Technology Master Trust Fund.

 

The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive contracts from fair value to contract value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Use of Estimates

 

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.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value.  Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  See Note 3 for detailed discussion of fair value measurements.

 

Purchases and sales of investments are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation includes the gains and losses on investments bought and sold as well as held during the year.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent notes receivable are recorded as distributions based upon the terms of the plan document.

 

6



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

2.  Summary of Significant Accounting Policies (continued)

 

Administrative Expenses

 

The Plan’s assets are administered under a contract with The Vanguard Group (the “Trustee”).  The Trustee invests funds received from contributions, investment sales, interest, and dividend income and makes benefit payments to participants.  Transaction fees and certain administrative fees are paid by the participant.  The remaining administrative fees are netted against investment income in the Statement of Changes in Net Assets Available for Benefits.  All other fees are paid by the Company.

 

Payment of Benefits

 

Benefit payments to participants are recorded when paid.

 

Reclassifications

 

Certain items in the 2011 financial statements have been reclassified to conform to the 2012 presentation.

 

3.  Fair Value Measurements

 

The Plan measures its investments at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States of America.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value.  The hierarchy prioritizes the inputs used in determining valuations into three levels.  The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.  The levels of the fair value hierarchy are as follows:

 

Level 1 — Fair value is based on unadjusted quoted prices in active markets that are accessible to the Plan for identical assets.  These generally provide the most reliable evidence and are used to measure fair value whenever available.

 

Level 2 — Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data.  Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in inactive markets for identical or similar assets, and other observable inputs.

 

7



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

3.  Fair Value Measurements (continued)

 

Level 3 — Fair value would be based on significant unobservable inputs.  Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and similar techniques.

 

Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2012 and 2011.

 

Registered Investment Companies:  Valued at closing price reported on the active market on which the individual securities are traded.

 

Carpenter Technology Master Trust Fund:

 

Carpenter Technology Stock Fund - Valued at closing price of the Company’s common stock as reported on the active market on which the securities are traded.

 

Standish Mellon Stable Value Fund - This fund invests in high credit quality fixed income securities within contracts that are intended to minimize market volatility and guaranteed investment contracts (“GICs) issued by financial institutions which are backed by investment-grade, fixed-income securities and bond mutual funds, and money market securities.  These investments are valued based on the fair value of the underlying assets which consists of short-term investment funds, Traditional GICs, Fixed Maturity Synthetic GICs and Constant Duration Synthetic GICs as follows:

 

·                  Short-term investment funds are valued based on quoted market values reported on active markets on which the individual securities are traded.

 

·                  Traditional GICs are unsecured, general account obligations of insurance companies backed by the general account assets of the insurance company that writes the investment contract. The fair values for traditional GICs are calculated using the present value for the contract’s future cash flows discounted by comparable duration.

 

8



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

3.  Fair Value Measurements (continued)

 

·                  Fixed maturity synthetic GICs consist of an asset or collection of assets that are owned by the fund and a benefit responsive, book value wrap contract purchased for the portfolio. The fair values of the book value wrap contracts are not considered material to the overall valuation of the underlying contracts.  Underlying assets consist of bond funds, U.S. Government securities, mortgage backed securities and other securities.  The fair values for fixed maturity GICs are calculated using the sum, of all the underlying assets market values based on market values reported on active markets on which the individual securities are traded.  However, the individual contracts are not actively traded.

 

·                  Constant duration synthetic GICs consist of a portfolio of securities owned by the fund and a benefit responsive, book value wrap contract purchased for the portfolio.  The fair values of the book value wrap contracts are not considered material to the overall valuation of the underlying contracts.  Underlying assets consist of bond funds, U.S. Government securities, mortgage backed securities and asset backed securities.  The fair values for constant duration synthetic GICs are determined by reference to the net asset values reported by the investment managers holding the funds.

 

The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

9



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

3.  Fair Value Measurements (continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2012 and 2011.  Information for the Plan’s investment in the Carpenter Technology Master Trust can be found in Note 5.

 

2012

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Short-term reserve funds

 

$

16,906

 

$

 

$

 

$

16,906

 

Bond funds

 

64,391

 

 

 

64,391

 

Balanced funds

 

862,367

 

 

 

862,367

 

Domestic equity funds

 

20,742

 

 

 

20,742

 

International equity funds

 

4,559

 

 

 

4,559

 

Total registered investment companies

 

968,965

 

 

 

968,965

 

 

2011

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Short-term reserve funds

 

$

5,878

 

$

 

$

 

$

5,878

 

Bond funds

 

20,166

 

 

 

20,166

 

Balanced funds

 

371,147

 

 

 

371,147

 

Domestic equity funds

 

29,475

 

 

 

29,475

 

International equity funds

 

1,205

 

 

 

1,205

 

Total registered investment companies

 

427,871

 

 

 

427,871

 

 

10



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Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

4.  Investments

 

The following table presents investments that represent 5% or more of the Plan’s net assets at December 31:

 

 

 

2012

 

2011

 

Vanguard Target Retirement 2025 Fund

 

$

280,551

 

$

130,149

 

Vanguard Target Retirement 2015 Fund

 

171,657

 

46,009

 

Vanguard Target Retirement 2045 Fund

 

166,462

 

74,419

 

Vanguard Target Retirement 2035 Fund

 

140,899

 

64,663

 

Vanguard Target Retirement 2055 Fund

 

68,334

 

36,061

 

PIMCO Total Return Fund; Institutional Class

 

64,391

 

*

 

 


* investment did not exist for this year

 

 

 

 

5.  Investment in the Carpenter Technology Master Trust Fund

 

Effective April 1, 2011, the Company established the Carpenter Technology Master Trust Fund (the “Master Trust”) to hold certain investments of the Company’s participating plans, which include the Plan and the Savings Plan of Carpenter Technology Corporation, and the Savings Plan of Carpenter Technology Corporation Effective January 1, 2012.  The Master Trust maintains a separate account for each of the participating Plans’ assets and liabilities held.  As of December 31, 2012 and 2011, the Plan’s interest in the net assets of the Master Trust was .06% and .01%, respectively.

 

The Master Trust is invested in two funds — the Carpenter Technology Stock Fund and the Standish Mellon Stable Value Fund.

 

Carpenter Technology Stock Fund:  The Carpenter Technology Stock Fund holds investments in the common stock of the Company.

 

Standish Mellon Stable Value Fund:  This fund is invested in fully benefit-responsive investment contracts.  There were no reserves against contract value for credit risk of the underlying investments of the fund.  The crediting interest rate was based on a formula agreed upon with the various issuers.  The fully benefit-responsive investments had minimum crediting interest rates, which reset periodically.

 

11



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

5.  Investment in the Carpenter Technology Master Trust Fund (continued)

 

Certain events may limit the ability to transact at contract value with the various issuers.  Such events included the following: (1) amendments to the plan documents (including complete or partial plan termination or merger with another plan), (2) changes to plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA.  The Company does not believe that any events which would limit the plan’s ability to transact at contract value with participants are probable of occurring.

 

The underlying fully benefit-responsive investment contracts did not permit the insurance companies to terminate the agreements prior to the scheduled maturity dates.

 

Average Yields of Standish Mellon Stable Value Fund:

 

2012

 

2011

 

Based on actual earnings

 

2.07

%

2.48

%

Based on interest rate credited to participants

 

2.18

%

2.59

%

 

12



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

5.  Investment in the Carpenter Technology Master Trust Fund (continued)

 

The total assets of the Master Trust are as follows as of December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

Investments, at fair value:

 

 

 

 

 

Standish Mellon Stable Value Fund

 

 

 

 

 

Monumental Life (Aegon)

 

$

30,416,690

*

$

32,157,191

*

Natixis Financial Products

 

29,536,032

*

26,931,788

*

Mellon Trust of New England

 

19,080,500

*

8,623,062

*

United of Omaha

 

10,348,107

*

13,432,390

*

Prudential

 

9,449,061

*

8,671,029

*

ING Life & Annuity Co

 

1,617,345

 

1,529,198

 

JP Morgan Chase Bank

 

 

1,626,948

 

Prudential

 

 

1,504,692

 

Bank of America, N.A.

 

 

1,019,587

 

Metropolitan

 

 

1,007,713

 

Total Standish Mellon Stable Value Fund

 

100,447,735

 

96,503,598

 

Carpenter Technology Corporation Stock Fund

 

67,848,968

*

72,449,224

*

Assets in Master Trust, at fair value

 

168,296,703

 

168,952,822

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(3,627,785

)

(2,654,904

)

Net assets in Master Trust

 

$

164,668,918

 

$

166,297,918

 

 


* represents 5% of investments

 

 

 

 

 

Plan interest in Master Trust, at fair value

 

$

104,070

 

$

19,516

 

 

13



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

5.  Investment in the Carpenter Technology Master Trust Fund (continued)

 

The total investment income of the Master Trust for the year ended December 31, 2012 was as follows:

 

Investment income:

 

 

 

Net appreciation in fair value of investments:

 

 

 

Carpenter Technology Corporation Stock Fund

 

$

1,636,205

 

Interest and dividends:

 

 

 

Standish Mellon Stable Value Fund

 

1,761,965

 

Carpenter Technology Corporation Stock Fund

 

1,038,848

 

Total investment income

 

$

4,437,018

 

 

The change in the total assets of the Master Trust for 2012 was as follows:

 

Investment income:

 

 

 

Net appreciation in fair value of investments

 

$

1,636,205

 

Interest and dividends

 

2,800,813

 

Total investment income

 

4,437,018

 

Net transfers

 

(6,066,018

)

Net decrease

 

(1,629,000

)

Net assets available for benefits, beginning of year

 

166,297,918

 

Net assets available for benefits, end of year

 

$

164,668,918

 

 

14



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

5.  Investment in the Carpenter Technology Master Trust Fund (continued)

 

The following tables set forth by level, within the fair value hierarchy, the Master Trust’s assets at fair value as of December 31, 2012 and 2011:

 

2012

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Carpenter Technology Stock Fund

 

67,848,968

 

 

 

67,848,968

 

Standish Mellon Stable Value Fund

 

 

 

 

 

 

 

 

 

Short-term investment funds

 

19,080,500

 

 

 

19,080,500

 

Traditional GICs

 

 

1,617,345

 

 

1,617,345

 

Fixed maturity synthetic GICs:

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

475,549

 

 

475,549

 

U.S. Government securities

 

 

6,542,926

 

 

6,542,926

 

Mortgage backed securities

 

 

2,194,907

 

 

2,194,907

 

Other securities

 

 

1,134,725

 

 

1,134,725

 

Constant duration synthetic GICs:

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

31,133,787

 

 

31,133,787

 

U.S. Government securities

 

 

11,367,401

 

 

11,367,401

 

Mortgage backed securities

 

 

14,908,744

 

 

14,908,744

 

Asset backed securities

 

 

11,991,851

 

 

11,991,851

 

Total Standish Mellon Stable Value Fund

 

19,080,500

 

81,367,235

 

 

100,447,735

 

Total Carpenter Technology Master Trust

 

$

86,929,468

 

$

81,367,235

 

$

 

$

168,296,703

 

 

15



Table of Contents

 

Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

5.  Investment in the Carpenter Technology Master Trust Fund (continued)

 

2011

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Carpenter Technology Stock Fund

 

72,449,224

 

 

 

72,449,224

 

Standish Mellon Stable Value Fund

 

 

 

 

 

 

 

 

 

Short-term investment funds

 

8,623,062

 

 

 

8,623,062

 

Traditional GICs

 

 

4,041,603

 

 

4,041,603

 

Fixed maturity synthetic GICs:

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

1,023,599

 

 

1,023,599

 

U.S. Government securities

 

 

12,475,258

 

 

12,475,258

 

Mortgage backed securities

 

 

2,279,716

 

 

2,279,716

 

Other securities

 

 

300,352

 

 

300,352

 

Constant duration synthetic GICs:

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

28,741,215

 

 

28,741,215

 

U.S. Government securities

 

 

12,468,344

 

 

12,468,344

 

Mortgage backed securities

 

 

14,811,302

 

 

14,811,302

 

Asset backed securities

 

 

11,739,147

 

 

11,739,147

 

Total Standish Mellon Stable Value Fund

 

8,623,062

 

87,880,536

 

 

96,503,598

 

Total Carpenter Technology Master Trust

 

$

81,072,286

 

$

87,880,536

 

$

 

$

168,952,822

 

 

6.  Related Party Transactions

 

Certain of the Plan’s investments are managed by the Trustee, and therefore, these transactions qualify as party-in-interest transactions.  Additionally, the Plan issues loans to participants, which are secured by the participants’ account balances.  These transactions qualify as party-in-interest.  Fees paid by the Plan in 2012 to the Trustee for investment management services related to these funds totaled $1,701.

 

The Carpenter Technology Stock Fund held in the Master Trust at December 31, 2012 is invested in shares of Carpenter Technology Corporation, the Plan Sponsor, therefore these transactions qualify as related party and party-in-interest transactions.  Fees paid to the Trustee by the Plan in 2012 for investment management services related to this fund totaled $91.  In addition, total purchases and sales, at market value, for 2012 were $88,458 and $16,177 respectively.  The Carpenter Technology Stock Fund included 1,812 and 308 of equivalent shares as of December 31, 2012 and 2011, respectively.

 

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Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

6.  Related Party Transactions (continued)

 

Certain administrative functions of the Plan are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.

 

7.  Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of plan termination, participants will remain fully vested in their accounts.

 

8.  Tax Status

 

The determination letter for the Plan is due to be filed no later than January 2016.  Although the Plan has not received a determination letter, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and therefore believes that the Plan is qualified and the related trust is tax exempt.

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

9.  Risks and Uncertainties

 

The Plan invests in various investment securities.  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, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

 

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Savings Plan of Amega West Services, LLC

Notes to Financial Statements

December 31, 2012 and 2011

 

10.  Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available and total investment income per the financial statements to the Form 5500:

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

Net assets available for benefits, at contract value, per the financial statements

 

$

1,114,830

 

$

455,547

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

 

380

 

101

 

Net assets available for benefits, at fair value, per Form 5500

 

$

1,115,210

 

$

455,648

 

 

 

 

Year Ended

 

 

December 31,

 

 

2012

Investment income, per the financial statements

 

$

83,408

Interest from notes receivable from participants

 

669

Change in adjustment from contract value to fair value for fully benefit-responsive investment contracts

 

279

Investment income, per Form 5500

 

$

84,356

 

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Table of Contents

 

Savings Plan of Amega West Services, LLC

 

 

Schedule of Assets (Held at End of Year)

 

EIN: 23-0458500

Form 5500 - Schedule H - Line 4i (1 of 2)

 

PN: 025

December 31, 2012

 

 

 

 

 

(b)

 

(c)

 

(e)

 

 (a)

 

Identity of Issue, Borrower,
Lessor or Similar Party

 

Description of Investment, including Maturity Date,
Interest Rate, Collateral, Par or Maturity Value

 

Current
Value

 

 

 

Registered Investment Companies:

 

 

 

 

 

 

 

American Funds

 

American Funds EuroPacific Growth Fund; Class R-6

 

$

1,436

 

 

 

PIMCO

 

PIMCO Total Return Fund; Institutional Class

 

64,391

 

 

 

T. Rowe Price

 

T. Rowe Price Institutional Large Cap Growth Fund; Inst. Class

 

9,537

 

*

 

Vanguard

 

Vanguard Institutional Index Fund

 

5,653

 

*

 

Vanguard

 

Vanguard Mid-Cap Index Fund Institutional Shares

 

2,099

 

*

 

Vanguard

 

Vanguard Prime Money Market Fund

 

16,906

 

*

 

Vanguard

 

Vanguard Small-Cap Index Fund Institutional Shares

 

3,453

 

*

 

Vanguard

 

Vanguard Target Retirement 2015 Fund

 

171,657

 

*

 

Vanguard

 

Vanguard Target Retirement 2025 Fund

 

280,551

 

*

 

Vanguard

 

Vanguard Target Retirement 2030 Fund

 

1,428

 

*

 

Vanguard

 

Vanguard Target Retirement 2035 Fund

 

140,899

 

*

 

Vanguard

 

Vanguard Target Retirement 2040 Fund

 

462

 

*

 

Vanguard

 

Vanguard Target Retirement 2045 Fund

 

166,462

 

*

 

Vanguard

 

Vanguard Target Retirement 2055 Fund

 

68,334

 

*

 

Vanguard

 

Vanguard Target Retirement Income

 

32,574

 

*

 

Vanguard

 

Vanguard Total International Stock Index Fund Inst. Shares

 

3,123

 

 

 

Total Registered Investment Companies

 

$

968,965

 

*

 

Participant Loans

 

Loans to Participants Interest rate 4.25%

 

$

42,175

 

 

Historical cost has not been presented for investment funds, as all investments are participant directed

 


* Party-in-Interest

 

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SIGNATURE

 

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 hereunto duly authorized.

 

 

 

Savings Plan of Amega

 

 

West Services, LLC

 

 

(Name of Plan)

 

 

 

 

 

 

Date: June 28, 2013

By:

/s/ Tony R. Thene

 

 

Tony R. Thene

 

 

Senior Vice President and
Chief Financial Officer

 

 

 

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Table of Contents

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm

 

21