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
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-10319
RTI INTERNATIONAL METALS, INC.
EMPLOYEES RETIREMENT
AND INVESTMENT PLAN
(Title of Plan)
RTI INTERNATIONAL METALS, INC.
(Name of Issuer of securities held pursuant to the Plan)
1000 WARREN AVENUE NILES, OH 44446-0269
(Address of Plan and of principal executive office of Issuer)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-391420) of RTI International Metals, Inc. of our
report dated June 24, 2002 relating to the financial statements of the RTI
International Metals, Inc. Employee Savings and Investment Plan, which appears
in this Form 11-K.
July 1, 2002
Report of Independent Accountants
To the Participants and Administrator of the
RTI International Metals, Inc. Employee Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the RTI International Metals, Inc. Employee Savings and Investment Plan
(the "Plan") at December 31, 2001, and the changes in net assets available for
benefits for the period from January 1, 2001 (the date of inception) through
December 31, 2001 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 audit. We conducted our audit 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
audit provides a reasonable basis for our opinion.
Our audit was 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 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 audit 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.
June 24, 2002
RTI INTERNATIONAL METALS, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001
2001
-----------------
Investments at fair value $ 5,201,354
Employer and employee contributions receivable 103,705
-----------------
Net assets available for benefits $ 5,305,059
=================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
RTI INTERNATIONAL METALS, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR PERIOD FROM JANUARY 1, 2001 THROUGH DECEMBER 31, 2001
2001
--------------------
Contributions
Employee $ 742,744
Employer 438,368
--------------------
Total contributions 1,181,112
Investment income:
Interest and dividend income 118,377
Net appreciation (depreciation) in fair
value of investments (195,135)
--------------------
(76,758)
Transfers 4,337,529
--------------------
Total net additions 5,441,883
--------------------
Participants' benefits paid (136,824)
--------------------
Total net deductions (136,824)
--------------------
Increase (decrease) in net assets 5,305,059
Net assets available for benefits
Beginning of year -
--------------------
End of year $ 5,305,059
====================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
RTI INTERNATIONAL METALS, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
The financial statements of the RTI International Metals, Inc. Employee Savings
and Investment Plan (the Plan) have been prepared in conformity with generally
accepted accounting principles. The following are the significant accounting
policies followed by the Plan:
ACCOUNTING METHOD
The financial statements of the Plan use the accrual method of accounting.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
significant estimates that affect the reported amounts of net assets available
for benefits at the date of the financial statements and the changes in net
assets available for benefits during the reporting period. Actual results could
differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of mutual
funds and other investment securities. The investments are exposed to various
risks, such as interest rate, market, and credit risk. It is at least reasonably
possible that changes in risks, in the near term, would materially affect
participant account balances and the amounts reported in the statement of net
assets available for benefits during the reporting period.
INVESTMENTS
Investments in funds managed by Fidelity Management Trust Company (Fidelity) and
RTI International Metals, Inc. common stock are valued at fair market value
based on published quotations. Security transactions are recorded as of the
settlement date. Participant loans receivable are stated at net realizable value
(total borrowings less repaid principal).
Investments greater than 5% of the net assets available for benefits as of the
end of the Plan year are as follows:
Fidelity Magellan Fund $ 1,431,966
Fidelity Managed Income Portfolio 745,857
Fidelity Growth and Income Fund 842,079
Spartan U.S. Equity Index Fund 749,794
Fidelity Low Priced Stock Fund 647,938
Fidelity Worldwide Fund 382,267
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$195,135 as follows:
Mutual funds $ 139,962
Common stock 55,173
-----------
$ 195,135
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NET APPRECIATION (DEPRECIATION) INFAIR VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of investments,
which consists of realized gains and losses from sales of investments and the
unrealized appreciation and depreciation in the fair value of its investments.
FUNDING
The Plan is funded by contributions from the participating employees and the
employer. The costs of administering the Plan and the trust are borne by RTI
International Metals, Inc.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
NOTE 2 - DESCRIPTION OF PLAN
GENERAL
RTI International Metals, Inc. (the "Company") is the Plan Sponsor. The Company
is a successor to entities that have been operating in the titanium industry
since 1951.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions. Reference should be made to the Plan agreement for
additional information concerning contributions, eligibility, income allocation,
withdrawals and other important features of the Plan.
The Plan, created on January 1, 2001, is a defined contribution and matching
dollar contribution plan covering full-time salaried, nonrepresented employees
who satisfy age and service requirements dependent upon their division as
defined in the Plan agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants may contribute from 1% to 20% of their salaries through payroll
deductions. Contributions are subject to limitations specified in the Internal
Revenue Code (IRC). Contributions are directed by the participants into any one
or all of the investment options. Changes in allocation of future contributions
and transfers of presently invested contributions are permitted pursuant to the
Plan document. Participants may change their elections of investment funds by
calling the recordkeeper directly. Participants are 100% vested in their
voluntary contribution plus actual earnings thereon at all times.
The Company may contribute a portion of a participants salary depending upon
their division as defined in the Plan agreement. Participants vest in the
employer contributions ratably over a period of three years to six years
dependent upon their division. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
PAYMENT OF BENEFITS
Participants or their beneficiaries are entitled to the full current value of
the vested portion of their account in the Plan upon:
- Retirement;
- Termination of Employment with the Company; or
- Death
Participants may also make written application to the Administrator for
withdrawal of all or a portion of their account balance for certain limited
situations qualifying as financial hardships under Internal Revenue Service
(IRS) guidelines in effect at the time of the withdrawal.
PARTICIPANT LOANS RECEIVABLE
Loans are available to all participants subject to provisions set forth in the
Plan document. Participants may borrow from their accounts a minimum of $1,000
up to a maximum equal to 50% of the existing account balance not to exceed
$50,000 in any 12-month period. Loans are treated as a transfer (from) the
investment fund to the Participant Loans Receivable fund. Loan repayment terms
range from one month to five years and are secured by the balance in the
participant's account. Loans bear interest at a rate commensurate with the
current market rate when made. Loans made in 2001 bear interest at 8.75%.
Interest rates on loans transferred into the Plan range from 8.75% to 15.00%.
Principal and interest are paid ratably through monthly payroll deductions.
Repayments are transfers to the investment funds (from) the Participant Loans
Receivable fund. Loan terms and repayment policies are designed to be in
compliance with the requirements of section 401(k) of the IRC.
TRANSFERS
Transfers represent transfers from or (to) other plans. The Plan was established
on January 1, 2001 for eligible employees of certain of the Company's
subsidiaries, including Weld-Tech Engineering Service, RMI Tubemill Division,
Galt Alloys and New Century Metals. Any of these subsidiary employees
participating in another of the Company's benefit plans was required to transfer
their participation to the Plan. During 2001, total assets of $4,054,809
associated with participants from these subsidiaries were transferred into the
Plan.
ADMINISTRATION
The Plan is administered by the Company's Retirement Board (the
"Administrator"). The Board establishes the rules and procedures and interprets
the provisions of the Plan. Administrative expenses of the Plan, including legal
and audit fees, are paid by the Company and, as such, are not expenses of the
Plan.
TERMINATION PROVISION
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time. In the event that such
discontinuance results in the termination of the Plan, the Plan provides that
each participant shall be fully vested in his or her individual account which
includes earnings on the participant's contributions as well as employer
contributions. The individual accounts of the participants shall continue to be
administered by the Administrator, or be distributed in a lump sum to the
participants, as deemed appropriate by the Administrator.
If a participant terminates their employment and is less than 100% vested in
their share of the employer contributions, they may forfeit the non-vested
portion of their employer contributions. Forfeitures are retained in the Plan
and will first be used to pay administrative expenses. Any remaining amounts
will be used to reduce future employer contributions payable under the Plan.
NOTE 3 - INCOME TAXES:
The IRS has not made a determination nor informed the Company that the Plan and
related trust are designed in accordance with applicable sections of the IRC.
The Administrator believes that the Plan is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no provision
for income taxes has been included in the Plan financial statements.
NOTE 4 - RECORDKEEPING
Individual participant account balances, allocations and investment options are
maintained by Fidelity Investments Institutional Operations Company, Inc., based
on enrollment and payroll information supplied by the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
Certain investments of the Plan are managed by Fidelity. Since Fidelity is also
trustee of the Plan, these are party-in-interest transactions.
SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
FORM 5500
RTI INTERNATIONAL METALS, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
DECEMBER 31, 2001
EIN: 52-2115953, PLAN #: 001
CURRENT
IDENTITY DESCRIPTION OF INVESTMENT VALUE
* Fidelity Investments Fidelity Magellan Fund $ 1,431,966
* Fidelity Investments Fidelity Growth and Income Fund 842,079
* Fidelity Investments Fidelity Low Priced Stock Fund 647,938
* Fidelity Investments Fidelity Worldwide Fund 382,267
* Fidelity Investments Fidelity Managed Income Portfolio 745,857
* Fidelity Investments Spartan U.S. Equity Index Fund 749,794
* Fidelity Investments FMTC Institutional Money Market Fund 11,835
* Fidelity Investments RMI Titanium Company Stock Account 155,150
* Participant Loans Receivable Interest Rates High 15.00%, Low 8.75% 234,468
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TOTAL: $ 5,201,354
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* DENOTES PARTY-IN-INTEREST