FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [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 ....................
Commission file number: (1-13888)
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UCAR CARBON SAVINGS PLAN
(Full title of the plan)
---------------------------------------------------------
GRAFTECH INTERNATIONAL LTD.
---------------------------
(Name of issuer of the securities held pursuant to the plan)
BRANDYWINE WEST, 1521 CONCORD PIKE, SUITE 301, WILMINGTON, DELAWARE 19803
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(Address of principal executive office)
UCAR CARBON SAVINGS PLAN
TABLE OF CONTENTS
FINANCIAL STATEMENTS:
--------------------
Statements of Net Assets Available for Plan Benefits
at December 31, 2000 and 2001............................................................... Page 3
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2000 and 2001.............................................. Page 4
Notes to Financial Statements................................................................... Page 5
SUPPLEMENTAL SCHEDULE:
---------------------
Schedule of Assets Held at End of Year ......................................................... Page 13
INDEPENDENT AUDITORS' REPORT......................................................................... Page 14
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INDEPENDENT AUDITORS' CONSENT........................................................................ Page 15
-----------------------------
Note: Other supplemental schedules not included have been omitted, as they are
not applicable.
2
UCAR CARBON SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31,
---------------
2000 2001
---- ----
ASSETS:
Investments, at fair value
Registered investment companies:
Vanguard Retirement Savings Trust (UCAR Stable Value Fund)............ $27,208,987 $46,487,525
Vanguard 500 Index Fund............................................... 16,648,223 14,815,097
Vanguard PRIMECAP Fund................................................ 12,982,925 10,924,758
Vanguard Value Index Fund............................................. 9,402,877 8,256,995
Vanguard LifeStrategy Conservative Growth Fund........................ 4,088,605 3,960,477
Vanguard LifeStrategy Growth Fund..................................... 3,459,351 2,796,284
Vanguard LifeStrategy Moderate Growth Fund............................ 2,153,081 1,882,496
Janus Overseas Fund................................................... 2,438,021 1,862,997
UAM:ICM Small Company Portfolio....................................... 1,242,931 1,650,295
Vanguard LifeStrategy Income Fund..................................... 697,676 686,736
Vanguard Prime Money Market Fund (UCAR Stable Value Fund)............. 4,330,263 -
------------ ------------
84,652,940 93,323,660
GrafTech International Ltd. Common Stock Fund............................ 8,075,903 7,005,105
GrafTech International Ltd. Discounted Common Stock Fund................. 1,255,474 1,595,210
Union Carbide Corp. Common Stock Fund.................................... 1,951,684 -
Praxair Inc. Common Stock Fund........................................... 1,701,772 -
Participant loans receivable............................................. 3,246,048 2,686,567
Other receivables........................................................ - 32,245
------------ ------------
Total investments, at fair value..................... 100,883,821 104,642,787
Investments, at contract value
Contracts with insurance companies (UCAR Stable Value Fund).............. 14,364,893 6,452,174
------------ ------------
Net assets available for plan benefits............................ $115,248,714 $111,094,961
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
UCAR CARBON SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2000 2001
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $5,092,834 $4,406,454
Employer 1,743,841 1,605,238
----------- ------------
Total contributions 6,836,675 6,011,692
----------- ------------
Investment income (loss):
Interest and dividend income, investments 2,455,563 1,304,080
Interest income, participant loans 269,851 249,609
Net depreciation in fair value of investments (7,319,982) (2,472,407)
----------- ------------
Net investment loss (4,594,568) (918,718)
----------- ------------
Total additions 2,242,107 5,092,974
----------- ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 12,559,054 9,236,727
Other deductions 6,704 10,000
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Total deductions 12,565,758 9,246,727
----------- ------------
Net decrease for the year (10,323,651) (4,153,753)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 125,572,365 115,248,714
----------- ------------
End of year $115,248,714 $111,094,961
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 2001
(1) COMPANY AND PLAN STRUCTURE
We use the following terms to identify various companies and plans.
GrafTech International Ltd. is the public parent company and the issuer
of the publicly traded common stock held within the UCAR Carbon Savings
Plan. Prior to May 7, 2002, GrafTech International Ltd. was named UCAR
International Inc.
UCAR Carbon Company Inc. is a wholly owned subsidiary of GrafTech
International Ltd. through which we conduct most of our United States
operations.
UCAR Carbon Savings Plan is a savings program for the exclusive benefit
of UCAR Carbon Company Inc.'s eligible employees and their beneficiaries
of any company or other entity adopting the UCAR Carbon Savings Plan.
(2) DESCRIPTION OF THE PLAN
The following brief description of the UCAR Carbon Savings Plan (herein
referred to as the "Plan") is provided for general information only.
Participants should refer to the Plan document for more complete
description of the Plan's provisions.
GENERAL
-------
The Plan is a defined contribution plan consisting of several separate
investment options as described below.
ADMINISTRATION
--------------
The Plan is administered by the Savings Plan Administrative Committee.
PARTICIPATION
-------------
The Plan is available to all regular employees of UCAR Carbon Company
Inc. and participating affiliate companies (collectively, the "Company").
CONTRIBUTIONS
-------------
Participating employees can contribute 1% to 7.5% of their compensation
into the Plan as basic contributions. An additional 0.5% to 10% of
employee compensation may be contributed as supplemental contributions.
Employee contributions are subject to applicable Internal Revenue Code
limitations.
The Company contributes on behalf of each participating employee an
amount equal to 50% of the employee's basic contributions.
5
VESTING AND DISTRIBUTIONS
-------------------------
Participants are immediately vested in 100% of their account balance
(including employer contributions plus actual earnings thereon).
Withdrawals from the Plan can be made for financial hardship, after age
59 1/2, retirement or other termination of employment or may be deferred
under the terms of the Plan. Other savings plan withdrawals are subject
to conditions stated in the Plan.
PARTICIPANT ACCOUNTS
--------------------
Participants' accounts are credited with participant contributions,
contributions from the Company and an allocation of investment income
from the Plan. The allocations of investment income are based upon
participants' account balances.
PARTICIPANT LOANS
-----------------
The Plan permits participants to borrow money from their accounts. A
minimum account balance of $2,000 is required to qualify for a loan. The
minimum loan is $1,000 and the maximum loan is 50% of a participants'
account balance up to a maximum loan of $50,000. Participants are
required to repay the loan plus a fixed interest rate based on current
lending rates. Interest is added to the participant's account.
TRUSTEE AND RECORDKEEPER
------------------------
The Plan's trustee is Vanguard Fiduciary Trust Company and the Plan's
recordkeeper is The Vanguard Group.
INVESTMENT OPTIONS
------------------
During the plan year ending December 31, 2000 and 2001, participants were
able to allocate their basic and supplemental contributions in one-
percentage point increments in any or all of the following investment
options:
VANGUARD 500 INDEX FUND: Seeks to provide long-term growth of
capital and income from dividends by holding all 500 stocks that
make up the Standard & Poor's 500 Index in proportion to their
weighting in the index. The fund attempts to track the performance
of the index, a widely recognized benchmark of United States stock
market performance.
VANGUARD PRIMECAP FUND: Seeks to provide long-term growth of
capital by investing in stocks of companies with above-average
prospects for continued earnings growth, strong industry
positions, and skilled management teams. The fund may also invest
in companies with below-average earnings but bright prospects for
earnings growth.
6
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 2001
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND: Seeks to provide a
high level of income and moderate long-term growth of capital and
income by investing in five Vanguard funds: a domestic stock fund,
an international stock fund, two bond funds, and an asset
allocation fund. This gives the fund exposure to a broadly
diversified group of United States and foreign stocks and various
types of bonds. The fund's asset allocation ranges were expected
to be 25%-50% stocks, 30%-55% bonds, and 20%-45% short-term
investments as of December 31, 2000 and 2001.
VANGUARD LIFESTRATEGY GROWTH FUND: Seeks to provide long-term
growth of capital and income by investing in four Vanguard funds:
a domestic stock fund, an international stock fund, a bond fund,
and an asset allocation fund. This gives the fund exposure to a
broadly diversified group of United States and foreign stocks and
various types of bonds. The fund's asset allocation ranges are
expected to be 65%-90% stocks, 10%-35% bonds, and 0%-25%
short-term investments as of December 2000 and 2001.
VANGUARD LIFESTRATEGY MODERATE GROWTH FUND: Seeks to provide a
reasonable level of income and long-term growth of capital and
income by investing in four Vanguard funds: a domestic stock fund,
an international stock fund, a bond fund, and an asset allocation
fund. This gives the fund exposure to a broadly diversified group
of United States and foreign stocks and various types of bonds.
The fund's asset allocation ranges are expected to be 45%-70%
stocks, 30%-55% bonds, and 0%-25% short-term investments as of
December 2000 and 2001.
UAM: ICM SMALL COMPANY PORTFOLIO: Seeks to provide maximum,
long-term total return, consistent with reasonable risk to
principal, by investing primarily in common stocks of smaller
companies in terms of revenues, assets and market capitalization.
The fund invests primarily in common stocks of companies that have
market capitalizations within the market capitalization range of
the Russell 2000 Index at the time of purchase. Typically, the
fund invests in companies that have an above-average return on
equity, are financially strong, and yet are selling at a
price-to-earnings ratio lower than that of most stocks represented
in the Standard and Poor's 500 Index.
VANGUARD LIFESTRATEGY INCOME FUND: Seeks to provide a high level
of income by investing in four Vanguard funds: a stock fund, two
bond funds, and an asset allocation fund. This gives the fund
exposure to a broadly diversified group of United States stocks
and various types of bonds. The funds asset allocation ranges are
expected to be 5%-30% stocks, 50%-75%bonds, and 20%-45% short-term
investments as of December 2000 and 2001.
GRAFTECH COMMON STOCK FUND (FORMERLY UCAR COMMON STOCK FUND) and
GRAFTECH DISCOUNTED COMMON STOCK FUND (FORMERLY UCAR DISCOUNTED
COMMON STOCK FUND): Seek to provide the possibility for long-term
growth through increases in the value of the common stock of
GrafTech International Ltd. (herein referred to as
"GrafTech Stock"). The GrafTech Discounted Common Stock Fund
purchases GrafTech Stock at 90% of the market price. Because the
stock is discounted, certain restrictions apply.
The restrictions include the following:
7
o Only employee contributions up to 6% and the Company's
matching contribution may be used to invest in this fund,
o Any units purchased must remain in the fund for at least
twelve months,
o Supplemental deposits or loan repayments may not be invested
in this fund.
GrafTech Stock is publicly traded on the New York Stock Exchange
and had a closing price of $9.75 per share at December 31, 2000
and $10.70 at December 31, 2001. At June 25, 2002, the closing
price of GrafTech Stock was $11.91.
UCAR STABLE VALUE FUND: Seeks to maintain the value of initial
investment while providing a high level of income. This fund
invests in the Vanguard Retirement Savings Trust and in fixed
income contracts with highly rated insurance companies. As these
contracts expire and as new money is invested, the money is
invested in the Vanguard Retirement Savings Trust, and in 2000,
the Vanguard Prime Money Market Fund. The Vanguard Retirement
Savings Trust invests primarily in investment contracts
issued by insurance companies and commercial banks, and similar
types of fixed principal investments. The Vanguard Prime Money
Market Fund invests in short-term, high quality money market
instruments issued by financial institutions, non-financial
corporations, the U.S. Government and Federal Agencies.
(See Note 9.)
During the plan year ending December 31, 2000, the Plan replaced two of
its existing funds, the Vanguard Windsor II Fund and the Vanguard
International Growth Fund, with two new funds, the Vanguard Value Index
Fund and the Janus Overseas Fund. Details relating to these funds are as
follows:
VANGUARD WINDSOR II FUND: Seeks to provide long-term growth of
capital and income from dividends by investing in a diversified
group of out-of-favor stocks of large-capitalization companies.
The stocks generally sell at prices below the overall market
average compared to their dividend income and future return
potential.
VANGUARD INTERNATIONAL GROWTH FUND: Seeks to provide long-term
growth of capital by investing in stocks of high-quality, seasoned
companies based outside the United States. Stocks are selected
from more than 15 countries.
VANGUARD VALUE INDEX FUND: Seeks to provide long-term growth of
capital and income from dividends by holding all the stocks in the
Standard and Poor's 500/BARRA Value Index in approximately the
same proportions as those stocks are represented in the index. The
index is a subset of the Standard and Poor's 500 Index, covering
stocks that share certain characteristics, including having prices
that are below average in comparison to their net worth, or book
value.
JANUS OVERSEAS FUND: Seeks to provide long-term growth of capital
through investments in a diversified portfolio of foreign
companies. The fund invests, under normal circumstances, at least
80% of its net assets in securities of issuers from countries
outside the United States. The fund normally invests in securities
of issuers from at least five different countries, excluding the
United States. Although the fund intends to invest substantially
all of its assets in issuers located outside the United States, it
may at times invest in United States issuers and it may at times
invest all of its assets in fewer than five countries or even a
single country.
In addition to the preceding funds, two other funds from earlier plans
existed until February 5, 2001. The Union Carbide Corporation Common
Stock Fund and the Praxair Incorporated Common Stock Fund were
discontinued effective February 5, 2001, and the proceeds from sale
of those funds were invested in the UCAR Stable Value Fund. Until
February 5, 2001, participants could not invest their
8
contributions in these funds or make transfers into these funds.
Transfers out of these funds were still allowed. These funds sought to
provide the potential for long-term growth through increases in the value
of the common stock and income from dividends of Union Carbide
Corporation and Praxair Incorporated. Dividends from both the Union
Carbide Corporation Common Stock Fund and the Praxair Incorporated
Common Stock Fund were automatically reinvested in the UCAR Stable
Value Fund.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
-------------------
The financial statements of the Plan are prepared under the accrual
method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
-------------------------------------------
Investments are reported at market value, based upon quoted market
prices, except for the contracts with insurance companies within the UCAR
Stable Value Fund. These contracts with insurance companies are carried
at contract value since they are fully benefit-responsive. (See Note 9.)
Unrealized appreciation or depreciation of investments carried at market
value is recognized currently in the financial statements. Purchases and
sales of investments are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
PAYMENT OF BENEFITS
-------------------
Benefits are recorded when paid.
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 net assets available for benefits and changes therein. Actual
results could differ from those estimates. The Plan utilizes various
investment instruments. Investment securities, in general, are exposed to
various risks, such as interest rate, credit and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for Plan benefits.
ACCOUNTING PRONOUNCEMENTS
-------------------------
In June 1998, the Financial Accounting Standard Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES which was amended by
SFAS No. 138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position
and measure those instruments at fair value. SFAS No. 133, as amended,
was adopted by the Plan on January 1, 2001 and did not have a material
effect on the Plan's statement of net assets available for plan benefits
or statement of changes in net assets available for plan benefits.
9
(4) FEDERAL INCOME TAXES
On December 7, 1995, the Plan secured a favorable determination as a
qualified plan under Section 401(a) of the Internal Revenue Code (IRC),
and that the trust created under the Plan is exempt from Federal income
tax under Section 501(a) of the IRC. This determination letter was
applicable for amendments adopted on March 17, 1995. The Plan has been
amended since March 17, 1995. However, the Company believes that the Plan
is designed and is currently being operated in compliance with the
applicable provisions of the IRC.
(5) PLAN EXPENSES
All costs and expenses, including transfer taxes and brokerage
commissions incurred in connection with the sale of stock of Union
Carbide Corp. or Praxair Inc. are deducted from the proceeds of such
sale. Similar costs and expenses incurred in connection with the sale or
purchase of stock in the GrafTech International Ltd. Common Stock Fund or
GrafTech International Ltd. Discounted Common Stock Fund are charged to
the applicable fund. For the years ended December 31, 2000 and 2001, the
Company paid all costs of administration and bore the expenses of
collecting and distributing amounts from and to the participants and of
keeping the records of the Plan, except for certain loan origination fees
and annual loan maintenance fees bore by the participants.
(6) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company reserves
the right to amend, modify, suspend or terminate the Plan. In the event
of Plan termination, participants would receive the full value of their
accounts.
(7) RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of
Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for only
those investments as defined by the Plan. Transactions in such
investments qualify as party-in-interest transactions, which are exempt
from the prohibited transactions rules.
(8) INVESTMENTS OF 5% OR MORE
Investments that represent 5% or more of the Plan's net assets at
December 31, 2000 and 2001 are as follows:
AT DECEMBER 31,
----------------
2000 2001
---- ----
Vanguard Retirement Savings Trust (UCAR Stable Value Fund)............ $27,208,987 $46,487,525
Vanguard 500 Index Fund............................................... 16,648,223 14,815,097
Vanguard PRIMECAP Fund................................................ 12,982,925 10,924,758
Vanguard Value Index Fund............................................. 9,402,877 8,256,995
GrafTech International Ltd. Common Stock Fund......................... 8,075,903 7,005,105
Contracts with insurance companies (UCAR Stable Value Fund)........... 14,364,893 6,452,174
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 $2,472,407 as follows:
10
Mutual funds $(4,059,785)
Common Stock funds 1,587,378
-----------
$(2,472,407)
===========
(9) INVESTMENT CONTRACTS WITH INSURANCE COMPANIES WITHIN THE UCAR STABLE
VALUE FUND
The following is a summary of investments in contracts with insurance
companies at contract value within the UCAR Stable Value Fund at December
31, 2000 and 2001. Contract value represents original deposits under the
contract credited with actual earnings and charged for expenses and
withdrawals. There are no reserves against contract value for credit risk
of the contract issues or otherwise. Contract value approximates fair
value.
AT DECEMBER 31,
----------------
2000 2001
---- ----
John Hancock:
Contract No. GIC 8910, 6.95%, due 09/30/02........................ 3,455,369 2,268,707
Combined Insurance Company of America:
Contract No. CG 1061, 6.45%, due 3/31/02.......................... 1,866,574 1,828,956
Sunamerica Life Insurance Co.:
Contract No. 4677, 6.56%, due 3/31/02............................. 1,804,094 1,441,674
Contract No. 4714, 7.12%, due 9/30/02............................. 1,381,206 912,837
Transamerica Life Insurance:
Contract No. 51291-000, 6.23%, due 10/01/01....................... 1,781,805 -
People Security Life:
Contract No. BDA 00625FR, 6.94%, due 10/01/01..................... 1,390,115 -
Contract No. BDA 00614FR, 6.83%, due 10/01/01..................... 1,381,206 -
Allstate Life Insurance Company:
Contract No. GA 5618, 7.22%, due 10/01/01......................... 794,052 -
Metropolitan Life Insurance Company:
Contract No. 13919, 7.84%, due 3/31/01............................ 510,472 -
-------------- ----------------
Total contracts with insurance companies............................ $ 14,364,893 $ 6,452,174
=============== ================
The crediting interest rates, shown above, are determined at the
inception of the contracts. The average yield for contracts with
investment companies was 6.8% and 6.7% for the years ended December 31,
2000 and 2001, respectively.
At December 31, 2000, the remainder of the UCAR Stable Value Fund was
invested in the Vanguard Retirement Savings Trust and the Vanguard Prime
Money Market Fund. The amounts in the Vanguard Retirement Savings Trust
and the Vanguard Prime Money Market Fund were $27,208,987 and $4,330,263
respectively. The Plan owned 26,845,246 and 4,330,263 shares,
respectively, of the Vanguard Retirement Savings Trust and the Vanguard
Prime Money Market Fund at December 31, 2000.
At December 31, 2001, the remainder of the UCAR Stable Value Fund is
invested in the Vanguard Retirement Savings Trust. The amount in the
Vanguard Retirement Savings Trust is $46,487,525. The plan owns
46,547,959 shares at December 31, 2001. As the above contracts with
insurance companies expire and new monies are received, the funds are
invested in the Vanguard Retirement Savings Trust.
11
(10) SUBSEQUENT EVENTS
Effective May 7, 2002, UCAR International Inc. officially changed its
corporate name to GrafTech International Ltd. All references to the
former common stock of UCAR International Inc. are now referred to as the
common stock of GrafTech International Ltd.
Effective January 1, 2002, the Plan made several significant changes.
Effective January 1, 2002, participating employees can contribute 1% to
5% of their compensation into the Plan as basic contributions. An
additional 0.5% to 50% of employee compensation may be contributed as
supplemental contributions. Employee contributions are still subject to
applicable Internal Revenue Code limitations.
Also effective January 1, 2002, the amount of the Company contribution
changed to 100% of the basic contribution up to 3% of employee
compensation and 50% of the basic contribution up to another 2% of
employee compensation. Also, eligible employees older than 50 years of
age will be able to save an additional $1,000 in before-tax savings under
the plan revision effective January 1, 2002.
For investment purposes, eligible employees are limited to investing up
to 6% of compensation in the GrafTech Common Discounted Stock Fund.
Another significant revision to the Plan is the inclusion of the Employer
Retirement Contribution for certain employees of the Company. Effective
January 1, 2002, the Company will make an Employer Retirement
Contribution on behalf of eligible participants in the amount of 2.5% of
compensation up to the Social Security Taxable Wage Base for the Plan
Year and 5% of compensation for amounts in excess of the Social Security
Taxable Wage Base. Participants will become fully vested in the Employer
Retirement Contribution upon the earlier of completion of at least 5
years of service or attainment of a normal retirement date.
*****
12
UCAR CARBON SAVINGS PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2001
-----------------
MARKET
DESCRIPTION VALUE
-------------------------------------------------------------------------------- --------------
* Vanguard Retirement Savings Trust (UCAR Stable Value Fund)
46,547,959 shares..................................................... $ 46,487,525
* Vanguard 500 Index Fund, 139,910 shares.................................... 14,815,097
* Vanguard PRIMECAP Fund, 212,049 shares..................................... 10,924,758
* Vanguard Value Index Fund, 436,878 shares.................................. 8,256,995
* Vanguard LifeStrategy Conservative Growth Fund, 281,684 shares............. 3,960,477
* Vanguard LifeStrategy Growth Fund, 160,429 shares.......................... 2,796,284
* Vanguard LifeStrategy Moderate Growth Fund, 118,173 shares................. 1,882,496
* Janus Overseas Fund, 91,773 shares......................................... 1,862,997
* UAM: ICM Small Company Portfolio, 63,792 shares............................ 1,650,295
* Vanguard LifeStrategy Income Fund, 53,401 shares........................... 686,736
* GrafTech International Ltd. Common Stock, 670,345 shares, par value $.01... 7,005,105
* GrafTech International Ltd. Common Stock, 150,776 shares, par value $.01... 1,595,210
* Participant loans (6.5%-10.5%)............................................ 2,686,567
* Other Receivables.......................................................... 32,245
* Contracts with Insurance Companies (UCAR Stable Value Fund)................ 6,452,174
---------------
Total...................................................... $ 111,094,961
===============
* - REPRESENTS PARTY-IN-INTEREST.
13
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of the UCAR Carbon Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the UCAR Carbon Savings Plan (the "Plan") as of December 31, 2001
and 2000, and the related statements of changes in net assets available for plan
benefits for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of 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.
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. The
supplemental schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
Deloitte & Touche LLP
Nashville, Tennessee
June 25, 2002
/s/ Deloitte & Touche LLP
--------------------------
14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement No.
33-95548 of GrafTech International Ltd. (formerly UCAR International Inc.) on
Form S-8 of our report dated June 25, 2002, appearing in this annual report on
Form 11-K of UCAR Carbon Savings Plan for the years ended December 31, 2000 and
2001.
Deloitte & Touche LLP
Nashville, Tennessee
June 28, 2002
/s/ Deloitte & Touche LLP
---------------------------
15
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
UCAR CARBON SAVINGS PLAN
Date: June 27, 2002 By: /s/ Corrado F. De Gasperis
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Corrado F. De Gasperis
Vice President, Chief Financial and
Chief Information Officer, GRAFTECH
INTERNATIONAL LTD. (Principal Financial
Officer and Principal Accounting Officer)
Chairman of the Savings Plan Administrative
Committee
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