<PAGE>
This document is a copy of the Form 10-K/A Amendment No. 1 for the Form 11-K for
the Armco, Inc. Thrift Plan for Hourly Employees, Armco, Inc. Retirement and
Savings Plan and Empire - Detroit Steel Division 401(k) Plan for Hourly
Employees filed June 30, 1994 pursuant to a Rule 201 Temporary Hardship
Exemption.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
Commission file number 1-873-2
-------
ARMCO INC.
----------
(Exact name of registrant as specified in its charter)
Ohio 31-0200500
----------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
- -------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412/255-9800
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Class A Preferred Stock, without par value New York Stock Exchange
Class B Preferred Stock, $1 par value each New York Stock Exchange
Common Stock, $.01 par value each New York Stock Exchange
Rights to Purchase Participating
Preferred Stock of Class A Preferred Stock New York Stock Exchange
Sinking Fund Debentures: New York Stock Exchange
8.70%, due 1995
9.20%, due 2000
8.50%, due 2001
11.375% Notes, due 1999 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of Armco
Inc. (assuming solely for purposes of this Form, that all members of
registrant's Board of Directors are "affiliates") was approximately $778,557,626
as of February 28, 1994.
As of the close of business on February 28, 1994, there were 104,103,174
shares of Common Stock outstanding.
Documents incorporated by reference herein include:
Annual Report to Shareholders for the year ended December 31, 1993 --
Parts I, II, and IV of this report.
Proxy Statement for the 1994 Annual Meeting of Shareholders filed with
the Commission under Rule 14a-6 of the Securities Exchange Act of 1934 in
connection with the Company's 1994 Annual Meeting of Shareholders -- Part III of
this report.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
I. DOCUMENTS FILED AS A PART OF THIS REPORT
A. FINANCIAL STATEMENTS PAGE
----
1. Statement of Consolidated Operations for the
Years Ended December 31,1993, 1992 and 1991 *
2. Statement of Consolidated Financial Position as
of December 31, 1993 and 1992 *
3. Statement of Consolidated Cash Flows for the
Years ended December 31, 1993, 1992 and 1991 *
4. Statement of Consolidated Shareholders' Equity
(Deficit) for the Years Ended December 31, 1991,
1992 and 1993 *
5. Notes to Financial Statements *
6. Independent Auditors' Report *
7. Independent Auditors' Report 31 (1)
8. Financial Statement Schedules for the Years 32-35 (1)
Ended December 31, 1993, 1992 and 1991
I -- Marketable Securities - Other Security
Investments
V -- Property, Plant and Equipment
VI -- Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
VIII -- Valuation and Qualifying Accounts and Reserves
9. Responsibility for Financial Reporting *
10. Armco Steel Company, L. P. Consolidated Financial 36-59 (1)
Statements and Financial Statement Schedules
as of December 31, 1991, 1992 and 1993 and for
the four years in the period ended December 31, 1993
11. Armco Financial Services Group - companies to be 60-87 (1)
sold Consolidated Financial Statements and Financial
Statement Schedules as of December 31, 1993 and
1992 and for the years ended December 31, 1993, 1992
and 1991
12. Annual Report on Form 11-K for the year ended 6 (2)
December 31, 1993 for the Armco Inc. Thrift Plan
for Hourly Employees
13. Annual Report on Form 11-K for the year ended 22 (2)
December 31, 1993 for the Armco Inc. Retirement
and Savings Plan
14. Annual Report on Form 11-K for the year ended 39 (2)
December 31, 1993 for the Empire-Detroit Steel
Division 01(K) Plan for Hourly Employees
<PAGE>
________________
*Incorporated in this annual report on Form 10-K by reference to pages 32-56 of
the Annual Report to Shareholders for the year ended December 31, 1993.
(1) Included at this page in Registrant's Annual Report on Form 10-K for the
year ended Decemabe4r 31, 1993, of which this is an amendment.
(2) Page number in this Form 10K/A.
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES OMITTED
The financial statements and financial statement schedules for Armco Inc. and
Consolidated Subsidiaries, and for Armco Financial Services Group and Armco
Steel Company, L.P., other than those listed above, are omitted because of the
absence of conditions under which they are required, or because the information
is set forth in the notes to financial statements.
PAGE IN THIS FORM
B. EXHIBITS 10-K/A
The following is an index of the exhibits included --
in the Form 10-K Annual Report.
3(a). Articles of Incorporation of Armco Inc.,
as amended as of May 12, 1993 (1) --
3(b). Regulations of Armco Inc. (2)
4. Armco hereby agrees to furnish to the
Securities and Exchange Commission, upon
its request, a copy of each instrument defining
the rights of holders of long-term debt of
Armco and its subsidiaries omitted pursuant
to Item 601(b)(4)(iii) of Regulation S-K. --
10(a). Incentive Compensation Plan (3)* --
10(b). Deferred Compensation Plan for Directors (4)* --
10(c). 1983 Stock Option Plan (5)* --
10(d). Long-Term Incentive Compensation Plan (6)* --
10(e). 1993 Long-Term Incentive Plan of Armco Inc.*(7) --
10(f). Severance Agreements (8)* --
10(g). 1988 Stock Option Plan (9)* --
10(h). 1988 Restricted Stock Plan (9)* --
10(i). Executive Supplemental Deferred Compensation
Plan Trust (10)* --
10(j). Executive Supplemental Deferred Compensation
Plan (11)* --
10(k). Rights Agreement dated as of June 27, 1986 between
Armco Inc. and Harris Trust and Savings Bank, as
amended as of June 24, 1988 (13) --
<PAGE>
10(l). Joint Venture Formation Agreement dated March 24,
1989 (14) --
10(m). Incentive Compensation Plan for Key Management (12)* --
10(n). Pension Plan for Outside Directors (12)* --
10(o). Key Management Severance Policy (15)* --
10(p). Armco Inc. 1991 Long-Term Incentive Plan
(Armco Inc. Long-Term Incentive Plan
Performance Share Plan) (16)* --
10(q). Profit Sharing Plan for Armco Advanced
Materials Company (17)* --
10(r). Minimum Pension Plan (18)* --
10(s). Stainless Steel Toll Rolling Services Agreement --
10(t). Armco Inc. Noncontributory Pension Plan As Amended
and Restated (Effective As Of January 1, 1989) (19)* --
10(u). Armco Inc. Retirement and Savings Plan (19)* --
11. Computation of Income (Loss) Per Share (19) --
13. Annual Report to Shareholders for the year ended
December 31, 1993. (Filed for information only,
except for those portions that are specifically
incorporated in this Form 10-K Annual Report
for the year ended December 31, 1993.) (19) --
21. List of subsidiaries of Armco Inc. (19) --
23. Independent Auditors' Consent (19) --
23(a). Independent Auditors' Consent 21
23(b). Independent Auditors' Consent 38
23(c). Independent Auditors' Consent 50
28. Schedule P - Analysis of Losses and Loss Expenses (19) --
99. Description of Armco Capital Stock (19) --
The annual reports (Form 11-K) for the year ended December 31, 1993 for the
Armco Inc. Retirement and Savings Plan and the Armco Inc. Thrift Plan for Hourly
Employees will be filed by amendment as exhibits hereto, as permitted under Rule
15d-21.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to the Form 10-K pursuant to Item 14(c) of Form 10-K.
- -------------------------
<PAGE>
(1) Incorporated by reference from Exhibit 4.2 to Armco's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993.
(2) Incorporated by reference from Exhibit 3(b) to Armco's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1987.
(3) Incorporated by reference from Exhibits 10(a) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1980.
(4) Incorporated by reference from Exhibit 10(f) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1981.
(5) Incorporated by reference from Exhibit 19 to Armco's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1983.
(6) Incorporated by reference from Exhibit 10(g) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1983.
(7) Incorporated by reference from Exhibit 10 to Armco's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993.
(8) Incorporated by reference from Exhibit 10(a) to Armco's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988.
(9) Incorporated by reference from Exhibits 10(h) and 10(i) to Armco's Annual
Report on Form 10-K for the year ended December 31, 1988.
(10) Incorporated by reference from Exhibit 10(b) to Armco's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988.
(11) Incorporated by reference from Exhibit 10(c) to Armco's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988.
(12) Incorporated by reference from Exhibit 10(o) and Exhibit 10(p) to Armco's
Annual Report on Form 10-K for the year ended December 31, 1989.
(13) Incorporated by reference from Exhibit 1 to Armco's Form 8-A dated July 7,
1986 and Exhibit 1.1 to Armco's Form 8 dated July 11, 1988.
(14) Incorporated by reference from Exhibit 10 to Armco's Form 8-K dated March
27, 1989.
(15) Incorporated by reference from Exhibit 10(p) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1990.
(16) Incorporated by reference from Exhibit 10(p) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1991.
(17) Incorporated by reference from Exhibit 10(q) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1991.
(18) Incorporated by reference from Exhibit 10(r) to Armco's Annual Report on
Form 10-K for the year ended December 31, 1991.
(19) Included in Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, of which this is an amendment.
<PAGE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
ARMCO INC.
THRIFT PLAN FOR HOURLY EMPLOYEES
--------------------------------
(Full title of the Plan)
ARMCO INC.
----------
(Name of Issuer of the securities
held pursuant to the Plan)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
------------------------------------------------------------------------
(Address of principal executive offices)
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
-------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1993 and 1992 4-5
Statements of Changes in Net Assets Available for Benefits,
for the Years Ended December 31, 1993 and 1992 6-7
Notes to Financial Statements 8-11
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13-14
</TABLE>
(Supplemental schedules other than those listed
above are not presented because of the absence of
the conditions under which they are required.)
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Armco Inc.
Thrift Plan for Hourly Employees:
We have audited the accompanying financial statements of the Armco Inc. Thrift
Plan for Hourly Employees as of December 31, 1993 and 1992 and for the years
then ended, listed in the foregoing table of contents. 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 generally accepted auditing
standards. 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,
1993 and 1992, and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
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 information by fund is presented for the
purpose of additional analysis of the basic financial statements rather than to
present information regarding the net assets available for benefits and changes
in net assets available for benefits of the individual funds, and is not a
required part of the basic financial statements. The supplemental schedules
listed in the foregoing table of contents and supplemental information by fund
are the responsibility of the Plan's management. Such supplemental schedules
and supplemental information by fund have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 25, 1994
-3-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
-------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information By Fund
-----------------------------------------------------------------------------------------------
Inter-
Corporation Fixed Equity New Equity national
Stock Income Income Horizons Index Stock Loan
ASSETS Fund Fund Fund Fund Fund Fund Fund Total
- ------------------------------- ----------- ----------- ---------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments - at fair value:
Common Stock of Armco Inc. $6,252,510 $ 6,252,510
Fixed Income Fund $14,174,153 14,174,153
Equity Income Fund $1,087,198 1,087,198
New Horizons Fund $578,199 578,199
Equity Index Fund $543,501 543,501
International Stock Fund $192,834 192,834
Loans to participants $311,875 311,875
---------- ----------- ----------- -------- -------- -------- -------- -----------
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $6,252,510 $14,174,153 $1,087,198 $578,199 $543,501 $192,834 $311,875 $23,140,270
========== =========== ========== ======== ======== ======== ======== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
-------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information By Fund
----------------------------------------------------------------------------------------------------
Inter-
Corporation Fixed Equity Growth New Equity national
Stock Income Income Stock Horizons Index Stock Loan
ASSETS Fund Fund Fund Fund Fund Fund Fund Fund Total
- ----------------------------- ----------- ----------- -------- -------- -------- ------ -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables:
Employer contributions $ 47,424 $ 47,424
Participant contributions 6,933 $ 67,942 $ 5,299 $ 4,891 $ 2,520 $ 33 $ 360 87,978
---------- ----------- -------- -------- -------- ------ -------- --------- -----------
Total receivables 54,357 67,942 5,299 4,891 2,520 33 360 135,402
---------- ----------- -------- -------- -------- ------ -------- --------- -----------
Investments - at fair value:
Common Stock of Armco Inc. 6,674,034 6,674,034
Fixed Income Fund 12,567,936 12,567,936
Equity Income Fund 739,487 739,487
Growth Stock Fund 496,833 496,833
New Horizons Fund 337,391 337,391
Equity Index Fund 8,177 8,177
International Stock Fund 13,950 13,950
Loans to participants $231,389 231,389
---------- ----------- -------- -------- -------- ------ -------- -------- -----------
Total investments 6,674,034 12,567,936 739,487 496,833 337,391 8,177 13,950 231,389 $21,069,197
---------- ----------- -------- -------- -------- ------ -------- -------- -----------
TOTAL ASSETS AND NET
ASSETS AVAILABLE
FOR BENEFITS $6,728,391 $12,635,878 $744,786 $501,724 $339,911 $8,210 $14,310 $231,389 $21,204,599
========== =========== ======== ======== ======== ====== ======== ======== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
-------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information By Fund
-----------------------------------------------------------------------------
Corporation Fixed Equity Growth New Equity
Stock Income Income Stock Horizons Index
Fund Fund Fund Fund Fund Fund
------------ ------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 1,017,511 $ 73,532 $ 29,414 $ 79,412 $ 334
Net appreciation
(depreciation) in fair
value of investments $ (636,700) 51,203 49,758 6,807 465
Contributions by participants 120,496 1,259,119 116,058 96,565 58,214 3,171
Contributions by Armco Inc. 887,455 2,876 179 169 116
Distributions to withdrawing
participants (291,470) (928,134) (48,403) (47,247) (15,640) (6,156)
Transfers among funds (555,662) 186,903 149,843 (630,383) 109,379 537,477
---------- ----------- ---------- --------- -------- --------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS (475,881) 1,538,275 342,412 (501,724) 238,288 535,291
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 6,728,391 12,635,878 744,786 501,724 339,911 8,210
---------- ----------- ---------- --------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $6,252,510 $14,174,153 $1,087,198 $ -- $578,199 $543,501
========== =========== ========== ========= ======== ========
<CAPTION>
Supplemental Information By Fund
----------------------------------------
International
Stock Loan
Fund Fund Total
------------- ----------- -----------
<S> <C> <C> <C>
Interest and dividends $ 4,131 $ 24,547 $1,228,881
Net appreciation
(depreciation) in fair
value of investments 16,387 (512,080)
Contributions by participants 15,093 1,668,716
Contributions by Armco Inc. 890,795
Distributions to withdrawing
participants (3,591) (1,340,641)
Transfers among funds 146,504 55,939
---------- ----------- ----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS 178,524 80,486 1,935,671
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 14,310 231,389 21,204,599
---------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $192,834 $311,875 $23,140,270
========== =========== ===========
</TABLE>
See notes to financial statements.
-6-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
-------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information By Fund
------------------------------------------------------------------------
Corporation Fixed Equity Growth New Equity
Stock Income Income Stock Horizons Index
Fund Fund Fund Fund Fund Fund
------------ ------------ --------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 988,572 $ 45,032 $ 30,261 $ 34,276 $ 173
Net appreciation
(depreciation) in fair
value of investments $1,299,300 42,045 (3,339) (2,526) 350
Contributions by participants 137,440 1,284,878 92,087 87,258 52,433 200
Contributions by Armco Inc. 841,916 5,664 378 77 203
Distributions to withdrawing
participants (245,811) (755,776) (14,083) (26,193) (26,635)
Transfers among funds (183,714) 167,943 11,237 29,926 (65,079) 2,000
---------- ----------- -------- -------- -------- ------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR BENEFITS 1,849,131 1,691,281 176,696 117,990 (7,328) 2,723
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 4,879,260 10,944,597 568,090 383,734 347,239 5,487
---------- ----------- -------- -------- -------- ------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $6,728,391 $12,635,878 $744,786 $501,724 $339,911 $8,210
========== =========== ======== ======== ======== ======
<CAPTION>
Supplemental Information By Fund
-----------------------------------------
International
Stock Loan
Fund Fund Total
-------------- ---------- ----------
<S> <C> <C> <C>
Interest and dividends $ 485 $ 18,793 $1,117,592
Net appreciation
(depreciation) in fair
value of investments (888) 1,334,942
Contributions by participants 3,591 1,657,887
Contributions by Armco Inc. 848,238
Distributions to withdrawing
participants (1,068,498)
Transfers among funds (672) 38,359
------- --------- -----------
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR BENEFITS 2,516 57,152 3,890,161
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 11,794 174,237 17,314,438
------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $14,310 $231,389 $21,204,599
======= ======== ===========
</TABLE>
See notes to financial statements.
-7-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- --------------------------------------
1. GENERAL
The Armco Inc. Thrift Plan for Hourly Employees (the "Plan") is a defined
contribution plan covering all hourly employees who are employed at a unit
or subsidiary designated by the Benefit Plans Administrative Committee
("BPAC") as being eligible to participate. The primary purpose is to
encourage employee savings while providing an opportunity to invest in the
common stock of Armco Inc. ("Armco"). Participants may elect to invest
into the Plan through payroll deductions of up to 20% of eligible wages.
In addition, for every dollar contributed by a participant, up to 5% of
eligible wages depending on service attained as of the first of each
quarter, Armco will match such contributions 100%, and for employees who
are not eligible for current benefit accruals under any tax-qualified
defined benefit pension plan sponsored by Armco, an additional 2% will be
contributed to the participant's account. All contributions, including any
net accumulated earnings thereon, are 100% vested at all times. The Plan
allows participants to borrow funds from their accounts.
T. Rowe Price Trust Company ("TRP") serves as the trustee of the Plan. TRP
also serves as an investment manager and recordkeeper for all participant
accounts.
Provisions of the Plan regarding participation, vesting, contributions,
withdrawals, loans and other matters are more fully described in the
Summary Plan Description.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
a. General - The accounting records of the Plan are maintained on the
-------
accrual basis of accounting.
b. Valuation of Investments - Quoted market prices are used to value
------------------------
investments, except for various group annuity contracts comprising the
Fixed Income Fund which are valued at contract value.
c. Reclassification - Certain amounts in the 1992 financial statements
----------------
have been reclassified to be consistent with the 1993 presentation.
3. INVESTMENT PROGRAMS
Upon enrollment or re-enrollment, the following investment options are
available for participant contributions in increments of 10%:
a. Corporation Stock Fund - Investment in the common stock of Armco.
----------------------
b. Fixed Income Fund - Investment contracts with insurance companies or
-----------------
banks and money market funds.
c. Equity Income Fund - TRP mutual fund investing in a diversified
------------------
portfolio of stocks and bonds.
d. Growth Stock Fund - TRP mutual fund investing in common stocks of
-----------------
well-established growth companies.
e. New Horizons Fund - TRP mutual fund investing in common stocks of
-----------------
small, emerging companies.
-8-
<PAGE>
f. Equity Index Fund - TRP mutual fund investing in common stocks
-----------------
represented in the Standard & Poor's 500 Composite Stock Price Index.
g. International Stock Fund - TRP mutual fund investing primarily in
------------------------
common stocks of established non-United States companies.
The Loan Fund was established by TRP to account for loans to participants.
Participants may, once during each calendar quarter, change the investment
options to which future contributions are to be allocated. In addition,
participants may, once during each calendar quarter, direct that all or a
specified portion of their account, including any earnings thereon, held in
any one or more investment funds be transferred from such investment fund
or funds to any other investment fund or funds.
Matching contributions of Armco are initially invested in common stock of
Armco. Such contributions may be transferred subsequently at the
participant's request. For employees who are not eligible for current
benefit accruals under any tax-qualified defined benefit pension plan
sponsored by Armco, the additional 2% Armco contribution is allocated to
participants' accounts based on the participants' current investment
elections.
During 1993, Armco approved that effective January 1, 1994, the T. Rowe
Price Balanced Fund will be offered to participants as a substitute for the
Growth Stock Fund. Additionally, Armco approved the transfer of
participant account balances in the Growth Stock Fund to the Equity Index
Fund. Such transfers occurred on December 31, 1993.
4. CONTRIBUTIONS
Following are the pretax contributions from earnings of participants
(contributions made in accordance with Section 401(k) of the Internal
Revenue Code) included in Contributions by Participants in the accompanying
Statements of Changes in Net Assets Available for Benefits:
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1993 1992
--------- ---------
<S> <C> <C>
Corporation Stock Fund $ 69,171 $ 74,531
Fixed Income Fund 790,646 784,057
Equity Income Fund 89,110 68,670
Growth Stock Fund 71,877 58,026
New Horizons Fund 45,605 39,296
Equity Index Fund 1,773 56
International Stock Fund 11,052 1,255
</TABLE>
5. TAX STATUS
The Plan obtained its latest determination letter in 1990, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter. Armco
believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
-9-
<PAGE>
6. INVESTMENTS IN THE FIXED INCOME FUND
The Plan's Fixed Income Fund holds various investment contracts with the
Travelers Life Insurance Company ("Travelers"), Massachusetts Mutual Life
Insurance Company ("Massachusetts Mutual"), the Bankers Trust Company
("Bankers Trust"), Provident National ("Provident"), Aetna Capital
Management ("Aetna"), Metropolitan Life Insurance Company ("Metropolitan
Life"), John Hancock Mutual Life Insurance Company ("John Hancock") and
Prudential Asset Management ("Prudential"). Such investment contracts are
presented at contract value in the accompanying financial statements which
represents the principal amount of the contract plus accumulated interest.
The interest rates on such contracts may be reduced or other penalties
applied if the Plan allows investment in a competing fixed income fund
established with another financial institution or takes other actions which
are specified in the underlying contracts.
Interest earned by the Fixed Income Fund is a composite of the interest
earned under the various group annuity contracts and money market funds, as
follows:
<TABLE>
<CAPTION>
Investment
Contribution Period Carrier Rate Effective Through
- -------------------------- ----------------- ------ -----------------
<S> <C> <C> <C>
January 1, 1988
December 31, 1988 Travelers 10.47% January 1, 1993
January 1, 1989 Massachusetts
September 30, 1989 Mutual 9.25 March 31, 1994
October 1, 1989
September 30, 1990 Bankers Trust 9.00 March 31, 1995
October 1, 1990
September 30, 1991 Provident 9.32 March 31, 1996
December 31, 1990 Aetna 9.39 March 31, 1996
October 1, 1991
September 30, 1992 Metropolitan Life 8.02 March 31, 1997
December 31, 1991 John Hancock 8.12 March 31, 1997
October 1, 1992 Prudential 5.95 March 31, 1999
September 30, 1993
October 1, 1993
March 31, 1994 TRP 2.66 March 31, 1994
</TABLE>
-10-
<PAGE>
The Fixed Income Fund's investments as of December 31, 1993 and 1992 are as
follows:
<TABLE>
<CAPTION>
Description of Investment 1993 1992
------------------------- ----------- ------------
<S> <C> <C>
TRP Prime Reserve Fund, money market fund, 2.66% $ 1,476,188
Massachusetts Mutual, Guaranteed Investment Contract, 9.25% 817,825 $ 1,443,741
Bankers Trust, Guaranteed Investment Contract, 9.00% 3,420,493 3,138,070
Provident, Guaranteed Investment Contract, 9.32% 1,479,170 1,353,064
Aetna, Guaranteed Investment Contract, 9.39% 1,371,540 1,253,808
Metropolitan Life, Guaranteed Investment Contract, 8.02% 1,464,844 1,356,081
John Hancock, Guaranteed Investment Contract, 8.12% 1,169,828 1,081,972
Prudential, Guaranteed Investment Contract, 5.95% 2,974,265 2,941,200
----------- -----------
$14,174,153 $12,567,936
=========== ===========
</TABLE>
7. TRANSACTIONS WITH PARTIES IN INTEREST
Armco provides to the Plan certain accounting and administrative services
for which no fees are charged to the Plan.
8. PLAN TERMINATION
Although it has not expressed any intent to do so, Armco has the right,
subject to the applicable collective bargaining agreements, to discontinue
its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, the interest of
affected participants shall be distributed as provided by BPAC.
* * * * * *
-11-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
- -------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
- -------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- ----------------- ------------------------- ---------- ----------
<S> <C> <C> <C>
* Armco Inc. Common Stock, $.01 Par Value $9,708,368 $6,252,510
* T. Rowe Price Trust
Company Prime Reserve Fund 1,476,188 1,476,188
John Hancock Mutual
Life Insurance Company Guaranteed Investment Contract, 8.12% 1,169,828 1,169,828
Massachusetts Mutual
Life Insurance Company Guaranteed Investment Contract, 9.25% 817,825 817,825
Bankers Trust Company Guaranteed Investment Contract, 9.00% 3,420,493 3,420,493
Provident National Guaranteed Investment Contract, 9.32% 1,479,170 1,479,170
Aetna Capital
Management Guaranteed Investment Contract, 9.39% 1,371,540 1,371,540
Metropolitan Life
Insurance Company Guaranteed Investment Contract, 8.02% 1,464,844 1,464,844
Prudential Asset
Management Guaranteed Investment Contract, 5.95% 2,974,265 2,974,265
* T. Rowe Price Trust Company Equity Income Fund 952,820 1,087,198
* T. Rowe Price Trust Company New Horizons Fund 532,235 578,199
* T. Rowe Price Trust Company Equity Index Fund 543,166 543,501
* T. Rowe Price Trust Company International Stock Fund 177,962 192,834
* Participant Loans Notes, 8.0% to 12.5%,
due 12 to 180 months from date
of loan 311,875 311,875
----------- -----------
TOTAL $26,400,579 $ 23,140,270
=========== ============
</TABLE>
* Party-in-interest.
-12-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
- -------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
- -----------------------------------------------
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
- -----------------------------------------------------------
<TABLE>
<CAPTION>
Number Number Total Total
Description of of Amounts Amounts Net Gain
Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss)
- -------------------- ---------------------- --------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Armco Inc. Common Stock 146 263 $1,007,951 $ 291,470 $(426,925)
Prudential Asset Guaranteed Investment
Management Contract, 5.95% 66 40 1,350,405 1,451,802 --
T. Rowe Price Price Reserve Fund 37 33 1,805,444 369,648 --
Trust Company
</TABLE>
-13-
<PAGE>
ARMCO INC. THRIFT PLAN FOR HOURLY EMPLOYEES
- -------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS
OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
- -------------------------------------------------
<TABLE>
<CAPTION>
Current
Cost Value
Description Purchase Selling of of Net Gain
Identity of Issue of Investment Price Price Investment Investment or (Loss)
- ----------------- ------------- ------- ------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price Trust
Company Prime Reserve Fund $1,243,487 $1,243,487 $1,243,487
</TABLE>
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit
Plans Administrative Committee has duly caused this Annual Report on Form 11-K
to be signed by the undersigned thereunto duly authorized.
ARMCO INC. THRIFT PLAN
FOR HOURLY EMPLOYEES
(The Plan)
By: /s/ James W. Edgerton
----------------------------------
James W. Edgerton, Chairman
Benefit Plan Administrative Committee
By: /s/ Barry M. Haller
-------------------------------------
Barry M. Haller, Member
Benefit Plan Administrative Committee
By: /s/ Gregory R. Karavanich
-------------------------------------
Gregory R. Karavanich, Member
Benefit Plan Administrative Committee
Dated: June 29, 1994
-15-
<PAGE>
Exhibit 24(a)
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement No.
33-54351 of Armco Inc. on Form S-8 of our report dated June 25, 1994,
appearing in this Annual Report on Form 11-K of the Armco Inc. Thrift Plan for
Hourly Employees for the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 29, 1994
-16-
<PAGE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
ARMCO INC.
RETIREMENT AND SAVINGS PLAN
---------------------------
(Full title of the Plan)
ARMCO INC.
----------
(Name of Issuer of the securities
held pursuant to the Plan)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
------------------------------------------------------------------------
(Address of principal executive offices)
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
--------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1993 and 1992 4-5
Statements of Changes in Net Assets Available for Benefits,
for the Years Ended December 31, 1993 and 1992 6-7
Notes to Financial Statements 8-12
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes 13-14
Item 27d - Schedule of Reportable Transactions 15
</TABLE>
(Supplemental schedules other than those listed
above are not presented because of the absence of
the conditions under which they are required.)
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Armco Inc.
Retirement and Savings Plan:
We have audited the accompanying financial statements of the Armco Inc.
Retirement and Savings Plan as of December 31, 1993 and 1992 and for the years
then ended, listed in the foregoing table of contents. 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 generally accepted auditing
standards. 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,
1993 and 1992, and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
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 information by fund is presented for the
purpose of additional analysis of the basic financial statements rather than to
present information regarding the net assets available for benefits and changes
in net assets available for benefits of the individual funds, and is not a
required part of the basic financial statements. The supplemental schedules
listed in the foregoing table of contents and supplemental information by fund
are the responsibility of the Plan's management. Such supplemental schedules
and supplemental information by fund have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 25, 1994
-3-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
--------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information By Fund
-----------------------------------------------------------------------------------------------------
Inter-
Corporation Fixed Equity New Equity national
Stock Income Income Horizons Index Stock Loan
ASSETS Fund Fund Fund Fund Fund Fund Fund Total
- ----------------------------- ----------- ------------ ----------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments - at fair value:
Common Stock of Armco Inc. $15,586,629 $ 15,586,629
Fixed Income Fund $112,669,426 112,669,426
Equity Income Fund $32,139,796 32,139,796
New Horizons Fund $6,397,151 6,397,151
Equity Index Fund $5,867,789 5,867,789
Internatonal Stock Fund $4,767,290 4,767,290
Loans to participants $2,832,918 2,832,918
----------- ------------ ----------- ---------- ---------- ---------- ---------- ------------
TOTAL ASSETS AND NET
ASSETS AVAILABLE FOR
BENEFITS $15,586,629 $112,669,426 $32,139,796 $6,397,151 $5,867,789 $4,767,290 $2,832,918 $180,260,999
=========== ============ =========== ========== ========== ========== ========== ============
</TABLE>
See notes to financial statements.
-4-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
--------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Corporation Fixed Equity Growth New Equity
Stock Income Income Stock Horizons Index
ASSETS Fund Fund Fund Fund Fund Fund
- ------ ----------- ------------ ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Investments - at fair value:
Common Stock of Armco Inc. $21,592,484
Fixed Income Fund $123,604,003
Equity Income Fund $30,333,540
Growth Stock Fund $4,189,531
New Horizons Fund $3,342,471
Equity Index Fund $432,778
International Stock Fund
Loans to participants
----------- ------------ ----------- ---------- ---------- --------
Total investments 21,592,484 123,604,003 30,333,540 4,189,531 3,342,471 432,778
----------- ------------ ----------- ---------- ---------- --------
Receivables:
Participant contributions 288,405 177,161
Interfund receivable (payable) (7,323) 2,015 5,308
----------- ------------ ----------- ---------- ---------- --------
Total receivables (7,323) 290,420 182,469
----------- ------------- ---------- ---------- ---------- --------
Total assets 21,585,161 123,894,423 30,516,009 4,189,531 3,342,471 432,778
LIABILITIES
- -----------
Other liabilities (11,543)
Transfers to other plans (89,208)
----------- ------------ ----------- ---------- ---------- --------
NET ASSETS AVAILABLE FOR
BENEFITS $21,585,161 $123,793,672 $30,516,009 $4,189,531 $3,342,471 $432,778
=========== ============ =========== ========== ========== ========
<CAPTION>
Supplemental Information by Fund
----------------------------------------
International
Stock Loan
ASSETS Fund Fund Total
- ------ -------------- ---------- ------------
<S> <C> <C> <C>
Investments - at fair value:
Common Stock of Armco Inc. $ 21,592,484
Fixed Income Fund 123,604,003
Equity Income Fund 30,333,540
Growth Stock Fund 4,189,531
New Horizons Fund 3,342,471
Equity Index Fund 432,778
International Stock Fund $ 539,731 539,731
Loans to participants $2,668,900 2,668,900
------------- ---------- ------------
Total investments 539,731 2,668,900 186,703,438
------------- ---------- ------------
Receivables:
Participant contributions 465,566
Interfund receivable (payable)
------------- ---------- ------------
Total receivables 465,566
------------- ---------- ------------
Total assets 539,731 2,668,900 187,169,004
LIABILITIES
- -----------
Other liabilities (11,543)
Transfers to other plans (89,208)
------------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $ 539,731 $2,668,900 $187,068,253
============= ========== ============
</TABLE>
See notes to financial statements.
-5-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
--------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Supplemental Information By Fund
---------------------------------------------------------------------------------------
Corporation Fixed Equity Growth New Equity
Stock Income Income Stock Horizons Index
Fund Fund Fund Fund Fund Fund
------------- ------------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 8,342,608 $ 2,966,006 $ 259,636 $ 869,970 $ 24,005
Net appreciation
(depreciation)
in fair value of
investments $(1,308,950) 1,400,400 447,570 37,999 53,824
Contributions by participants 495,123 4,014,500 1,869,305 1,139,420 699,180 447,409
Contributions by Armco Inc. 251,698 2,200,892 851,144 537,620 334,000 197,710
Distributions to withdrawing
participants (3,074,251) (22,284,835) (5,632,074) (708,323) (435,740) (126,834)
Transfers among funds (1,922,856) (2,151,190) 263,013 (5,777,307) 1,596,927 4,838,897
Transfer out to other plans (439,296) (1,246,221) (94,007) (88,147) (47,656)
----------- ------------ ----------- ----------- ---------- ----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS (5,998,532) (11,124,246) 1,623,787 (4,189,531) 3,054,680 5,435,011
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 21,585,161 123,793,672 30,516,009 4,189,531 3,342,471 432,778
----------- ------------ ----------- ----------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END
OF YEAR $15,586,629 $112,669,426 $32,139,796 $ -- $6,397,151 $5,867,789
=========== ============ =========== =========== ========== ==========
<CAPTION>
Supplemental Information By Fund
------------------------------------------
International
Stock Loan
Fund Fund Total
-------------- ----------- -------------
<S> <C> <C> <C>
Interest and dividends $ 101,344 $ 205,628 12,769,197
Net appreciation
(depreciation)
in fair value of
investments 586,667 1,217,510
Contributions by participants 428,338 9,093,275
Contributions by Armco Inc. 173,750 4,546,814
Distributions to withdrawing
participants (135,766) (32,397,823)
Transfers among funds 3,114,438 38,078
Transfer out to other plans (41,212) (79,688) (2,036,227)
-------------- ----------- -------------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS 4,227,559 164,018 (6,807,254)
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 539,731 2,668,900 187,068,253
-------------- ----------- -------------
NET ASSETS AVAILABLE
FOR BENEFITS, END
OF YEAR $4,767,290 $2,832,918 $180,260,999
============== =========== =============
See notes to financial statements.
</TABLE>
-6-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
--------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Supplemental Information by Fund
-------------------------------------------------------------------------------------
Corporation Fixed Equity Growth New Equity
Stock Income Income Stock Horizons Index
Fund Fund Fund Fund Fund Fund
------------ ------------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 6,332,920 $ 453,185 $ 253,827 $ 338,479 $ 10,172
Net appreciation
(depreciation) in fair
value of investments $ 3,756,397 410,455 (5,431) (26,119) 18,410
Contributions by participants 291,625 3,527,662 537,991 447,906 326,135 69,779
Contributions by Armco Inc. 182,586 2,137,848 359,169 259,550 189,318 41,278
Distributions to withdrawing
participants (1,268,070) (10,578,771) (510,128) (306,919) (141,314) (18,106)
Transfers among funds (1,248,934) 446,754 897 (56,009) 410,925 5,212
Transfer in from other plans 3,488,972 47,387,025 23,397,013 70,823 84,911 64,794
----------- ------------ ----------- ---------- ---------- --------
NET INCREASE IN NET
ASSETS AVAILABLE
FOR BENEFITS 5,202,576 49,253,438 24,648,582 663,747 1,182,335 191,539
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 16,382,585 74,540,234 5,867,427 3,525,784 2,160,136 241,239
----------- ------------ ----------- ---------- ---------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $21,585,161 $123,793,672 $30,516,009 $4,189,531 $3,342,471 $432,778
=========== ============ =========== ========== ========== ========
<CAPTION>
Supplemental Information by Fund
------------------------------------------
International
Stock Loan
Fund Fund Total
------------- ---------- ------------
<S> <C> <C> <C>
Interest and dividends $ 19,991 $ 25,641 $ 7,434,215
Net appreciation
(depreciation) in fair
value of investments (50,726) 4,102,986
Contributions by participants 90,143 5,291,241
Contributions by Armco Inc. 52,378 3,222,127
Distributions to withdrawing
participants (9,048) (12,832,356)
Transfers among funds 113,364 327,791
Transfer in from other plans 57,539 1,680,526 76,231,603
------------- ---------- ------------
NET INCREASE IN NET
ASSETS AVAILABLE
FOR BENEFITS 273,641 2,033,958 83,449,816
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 266,090 634,942 103,618,437
------------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $539,731 $2,668,900 $187,068,253
============= ========== ============
</TABLE>
See notes to financial statements.
-7-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
- --------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- --------------------------------------
1. GENERAL
The Armco Inc. Retirement and Savings Plan (the "Plan") is a defined
contribution plan covering all employees who are employed at a unit or
subsidiary designated by the Benefit Plans Administrative Committee
("BPAC") as being eligible to participate. The primary purpose is to
encourage employee savings while providing an opportunity to invest in the
common stock of Armco Inc. ("Armco"). Participants may elect to invest
into the Plan through payroll deductions up to 20% of base salary. In
addition, for every dollar contributed by a participant, up to 5% of base
salary depending on service attained as of the first of each quarter, Armco
will match such contributions 100%, and for employees who are not eligible
for current benefit accruals under any tax-qualified defined benefit
pension plan sponsored by Armco, an additional 2% will be contributed to
the participant's account. All contributions, including any net
accumulated earnings thereon, are 100% vested at all times. The Plan
allows participants to borrow funds from their accounts.
T. Rowe Price Trust Company ("TRP") serves as the trustee of the Plan. TRP
also serves as an investment manager and recordkeeper for all participant
accounts.
Provisions of the Plan regarding participation, vesting, contributions,
withdrawals, loans and other matters are more fully described in the
Summary Plan Description.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
a. General - The accounting records of the Plan are maintained on the
-------
accrual basis of accounting.
b. Valuation of Investments - Quoted market prices are used to value
------------------------
investments, except for various group annuity contracts comprising the
Fixed Income Fund which are valued at contract value.
3. INVESTMENT PROGRAMS
Upon enrollment or re-enrollment, the following investment options are
available for participant contributions in increments of 10%:
a. Corporation Stock Fund - Investment in the common stock of Armco.
----------------------
b. Fixed Income Fund - Investment contracts with insurance companies or
-----------------
banks and money market funds.
c. Equity Income Fund - TRP mutual fund investing in a diversified
------------------
portfolio of stocks and bonds.
d. Growth Stock Fund - TRP mutual fund investing in common stocks of
-----------------
well-established growth companies.
e. New Horizons Fund - TRP mutual fund investing in common stocks of
-----------------
small, emerging companies.
f. Equity Index Fund - TRP mutual fund investing in common stocks
-----------------
represented in the Standard & Poor's 500 Composite Stock Price Index.
-8-
<PAGE>
g. International Stock Fund - TRP mutual fund investing primarily in
------------------------
common stocks of established non-United States companies.
The Loan Fund was established by TRP to account for loans to participants.
Participants may, once during each calendar quarter, change the investment
options to which future contributions are to be allocated. In addition,
participants may, once during each calendar quarter, direct that all or a
specified portion of their account, including any earnings thereon, held in
any one or more investment funds be transferred from such investment fund
or funds to any other investment fund or funds.
Contributions of Armco are allocated to participants' accounts based on the
participants' current investment elections.
During 1993, Armco approved that effective January 1, 1994, the T. Rowe
Price Balanced Fund will be offered to participants as a substitute for the
Growth Stock Fund. Additionally, Armco approved the transfer of
participant account balances in the Growth Stock Fund to the Equity Index
Fund. Such transfers occurred on December 31, 1993.
4. CONTRIBUTIONS
Following are the pretax contributions from earnings of participants
(contributions made in accordance with Section 401(k) of the Internal
Revenue Code) included in Contributions by Participants in the accompanying
Statements of Changes in Net Assets Available for Benefits:
<TABLE>
<CAPTION>
Year Ended December 31
-----------------------------------
1993 1992
---------- ----------
<S> <C> <C>
Corporation Stock Fund $ 405,273 $ 188,658
Fixed Income Fund 3,174,132 2,440,620
Equity Income Fund 1,729,381 424,939
Growth Stock Fund 1,043,877 354,996
New Horizons Fund 626,696 261,931
Equity Index Fund 430,728 58,028
International Stock Fund 383,628 73,612
</TABLE>
5. TAX STATUS
The Plan obtained its latest determination letter in 1990, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter. Armco
believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
6. INVESTMENTS IN THE FIXED INCOME FUND
The Plan's Fixed Income Fund holds various investment contracts with the
Travelers Life Insurance Company ("Travelers"), Massachusetts Mutual Life
Insurance Company ("Massachusetts Mutual"), the Bankers Trust Company
("Bankers Trust"), Provident National ("Provident"), Aetna Capital
Management ("Aetna"), Metropolitan Life Insurance Company ("Metropolitan
Life"), John Hancock Mutual Life Insurance Company ("John Hancock") and
Prudential Asset Management ("Prudential"). Such investment contracts are
presented at contract value in the accompanying financial statements which
represents the principal amount of the contract plus accumulated interest.
The interest rates on such contracts may be reduced or other penalties
applied if the
-9-
<PAGE>
Plan allows investment in a competing fixed income fund established with
another financial institution or takes other actions which are specified in
the underlying contracts.
Interest earned by the Fixed Income Fund is a composite of the interest
earned under the various group annuity contracts and money market funds, as
follows:
<TABLE>
<CAPTION>
Investment
Contribution Period Carrier Rate Effective Through
- ------------------------- ----------------- ------ -----------------
<S> <C> <C> <C>
January 1, 1988
December 31, 1988 Travelers 10.47% January 1, 1993
January 1, 1989 Massachusetts
September 30, 1989 Mutual 9.25 March 31, 1994
October 1, 1989
September 30, 1990 Bankers Trust 9.00 March 31, 1995
October 1, 1990
September 30, 1991 Provident 9.32 March 31, 1996
December 31, 1990 Aetna 9.39 March 31, 1996
October 1, 1991
September 30, 1992 Metropolitan Life 8.02 March 31, 1997
December 31, 1991 John Hancock 8.12 March 31, 1997
October 1, 1992 Prudential 5.95 March 31, 1999
September 30, 1993
October 1, 1993 TRP 2.66 March 31, 1994
March 31, 1994
</TABLE>
In addition to the above investment contracts, various guaranteed
investment contracts were received by the Plan on December 31, 1992 in
connection with the merger of the Cyclops Profit Sharing Investment Plan
into the Plan (see Note 9). The contribution periods of these contracts
range from 1989 through 1992, and these contracts are effective through
dates ending in 1993 to 1995.
-10-
<PAGE>
The Fixed Income Fund's investments as of December 31, 1993 and 1992 are as
follows:
<TABLE>
<CAPTION>
Description of Investment 1993 1992
------------------------- ------------- -----------
<S> <C> <C>
TRP Prime Reserve Fund, money market
fund, 2.66% $ 5,339,386
Massachusetts Mutual, Guaranteed
Investment Contract, 9.25% 7,399,342 $ 13,545,706
Bankers Trust, Guaranteed Investment
Contract, 9.00% 16,928,453 15,530,705
Provident, Guaranteed Investment
Contract, 9.32% 8,735,896 7,991,123
Aetna, Guaranteed Investment
Contract, 9.39% 10,594,458 9,685,819
Metropolitan Life, Guaranteed
Investment Contract, 8.02% 9,070,048 8,396,637
John Hancock, Guaranteed Investment
Contract, 8.12% 8,169,504 7,555,960
Prudential, Guaranteed Investment
Contract, 5.95% 34,373,658 27,972,466
Bankers Trust, Guaranteed Investment
Contract, 4.81% 2,016,671
Bankers Trust, Guaranteed Investment
Contract, 5.09% 1,739,121
Canada Life, Guaranteed Investment
Contract, 8.00% 2,106,477 2,106,477
Canada Life, Guaranteed Investment
Contract, 8.10% 2,080,977 2,081,865
Commonwealth Life, Guaranteed
Investment Contract, Variable 1,256,699
Hartford Life, Guaranteed Investment
Contract, Variable 3,046,943
Hartford Life, Guaranteed Investment
Contract, 6.42% 2,002,733 2,002,945
Life Insurance of Virginia Guaranteed
Investment Contract, Variable 4,560,783
Peoples Security Life, Guaranteed
Investment Contract, Variable 2,052,386
Prudential, Guaranteed Investment
Contract, 7.59% 1,714,554
Prudential, Guaranteed Investment
Contract, 6.57% 3,289,392 3,086,602
State Mutual Life, Guaranteed
Investment Contract, 6.11% 1,007,502 2,015,004
State Mutual Life, Guaranteed
Investment Contract, 5.18% 1,571,600 3,148,496
United of Omaha, Guaranteed
Investment Contract, 7.70% 2,097,041
------------ ------------
$112,669,426 $123,604,003
============ ============
</TABLE>
7. TRANSACTIONS WITH PARTIES IN INTEREST
Armco provides to the Plan certain accounting and administrative services
for which no fees are charged to the Plan.
8. PLAN TERMINATION
Although it has not expressed any intent to do so, Armco has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, the interest of affected participants shall be
distributed as provided by BPAC.
-11-
<PAGE>
9. PLAN TRANSFERS
On April 24, 1992, a wholly owned subsidiary of Armco merged with and into
Cyclops Industries, Inc., which then became a wholly owned subsidiary of
Armco. Subsequent to the merger, participants of the Cyclops Profit
Sharing Investment Plan ("Cyclops Plan") became participants of the Plan on
December 31, 1992. Additionally on December 31, 1992, the Cyclops Plan's
assets were merged into the Plan. Under the terms of the plan merger,
participant balances of the Cyclops Plan's Company Stock Fund and Fixed
Income Fund were merged with the Plan's Corporation Stock Fund and Fixed
Income Fund, respectively. The Cyclops Plan's Common Stock Fund was merged
into the Plan's Equity Income Fund. Loans to participants were merged into
the Plan's Loan Fund. Net assets transferred to the Plan were as follows:
<TABLE>
<CAPTION>
<S> <C>
Corporation Stock Fund $ 3,339,433
Fixed Income Fund 46,084,419
Equity Income Fund 23,144,810
Loan Fund 1,680,526
-----------
$74,249,188
===========
</TABLE>
The remaining plan transfers, as reflected on the 1992 Statement of Changes
in Net Assets Available for Benefits, relate principally to the merger of
the NN Administration, Inc. Profit Sharing Plan, another benefit plan
sponsored by Armco, into the Plan effective January 1, 1992.
On April 30, 1993 and as a result of Armco's reorganization of its research
facility, certain personnel became employees of the Armco Steel Company,
L.P. In connection with the reorganization, approximately $2,030,000 of
plan assets equal to the account balances of the transferred employees,
were transferred to the Armco Steel Company, L. P. Thrift Plan.
10. SUBSEQUENT EVENT
In a Stock Purchase Agreement dated September 30, 1993, and amended and
restated November 11, 1993 ("Agreement"), Armco sold its Armco Worldwide
=
Grinding Systems business. The Agreement stated that plan assets equal to
the transferred employees' account balances would be transferred into
replacement plans established by the Buyer (GS Technologies) as soon as
practicable after the closing date (November 11, 1993), but in no event
later than the last day of the twelfth month following the closing date.
Such assets were included in December 31, 1993 balances and were
transferred to the established replacement plans on January 31, 1994.
Amounts transferred were as follows:
<TABLE>
<CAPTION>
<S> <C>
Corporation Stock Fund $1,301,784
Fixed Income Fund 6,973,506
International Stock Fund 457,442
New Horizons Fund 913,659
Equity Index Fund 1,011,368
Equity Income Fund 1,662,908
Loan Fund 154,510
-----------
$12,475,177
===========
</TABLE>
* * * * * *
-12-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
- --------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
- -----------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- ----------------- ------------------------------------- ----------- ------------
<S> <C> <C> <C>
* Armco Inc. Common Stock, $.01 Par Value $33,948,414 $15,586,629
John Hancock Mutual
Life Insurance Company Guaranteed Investment Contract, 8.12% 8,169,504 8,169,504
Massachusetts Mutual
Life Insurance Company Guaranteed Investment Contract, 9.25% 7,399,342 7,399,342
Bankers Trust Company Guaranteed Investment Contract, 9.00% 16,928,453 16,928,453
Provident National Guaranteed Investment Contract, 9.32% 8,735,896 8,735,896
Aetna Capital Management Guaranteed Investment Contract, 9.39% 10,594,458 10,594,458
Metropolitan Life Insurance
Company Guaranteed Investment Contract, 8.02% 9,070,048 9,070,048
Prudential Asset Management Guaranteed Investment Contract, 5.95% 34,373,658 34,373,658
Canada Life Guaranteed Investment Contract, 8.00% 2,106,477 2,106,477
Canada Life Guaranteed Investment Contract, 8.10% 2,080,977 2,080,977
Hartford Life Guaranteed Investment Contract, 6.42% 2,002,733 2,002,733
Prudential Asset Management Guaranteed Investment Contract, 6.57% 3,289,392 3,289,392
State Mutual Life Guaranteed Investment Contract, 6.11% 1,007,502 1,007,502
State Mutual Life Guaranteed Investment Contract, 5.18% 1,571,600 1,571,600
* T. Rowe Price Trust Company Prime Reserve Fund 5,339,386 5,339,386
* T. Rowe Price Trust Company Equity Income Fund 29,788,406 32,139,796
* T. Rowe Price Trust Company New Horizons Fund 6,067,446 6,397,151
* T. Rowe Price Trust Company Equity Index Fund 5,790,537 5,867,789
(Continued)
</TABLE>
-13-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
- --------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993 (CONTINUED)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- -------------------------------- ------------------------------ ------------- -------------
<S> <C> <C> <C>
* T. Rowe Price Trust Company International Stock Fund $ 4,258,959 $ 4,767,290
* Participant Loans Notes, 8.0% to 12.5%,
due 12 to 180 months from date
of loan 2,832,918 2,832,918
------------ ------------
TOTAL $195,356,106 $180,260,999
============ ============
</TABLE>
* Party-in-interest.
-14-
<PAGE>
ARMCO INC. RETIREMENT AND SAVINGS PLAN
- --------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Number Number Total Total
Description of of Amounts Amounts Net Gain
Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss)
- -------------------- ---------------------- --------- ------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Prudential Asset Guaranteed Investment 139 77 $28,568,038 $24,110,144 $ --
Management Contract, 5.95%
T. Rowe Price Prime Reserve Fund 40 27 9,305,799 3,934,641 --
Trust Company
</TABLE>
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit
Plans Administrative Committee has duly caused this Annual Report on Form 11-K
to be signed by the undersigned thereunto duly authorized.
ARMCO INC. RETIREMENT AND SAVINGS PLAN
(The Plan)
By: /s/ James W. Edgerton
--------------------------------------
James W. Edgerton, Chairman
Benefit Plan Administrative Committee
By: /s/ Barry M. Haller
--------------------------------------
Barry M. Haller, Member
Benefit Plan Administrative Committee
By: /s/ Gregory R. Karavanich
--------------------------------------
Gregory R. Karavanich, Member
Benefit Plan Administrative Committee
Dated: June 29, 1994
-16-
<PAGE>
Exhibit 24(a)
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement No.
33-54353 of Armco Inc. on Form S-8 of our report dated June 25, 1994,
appearing in this Annual Report on Form 11-K of the Armco Inc. Retirement and
Savings Plan for the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 29, 1994
-17-
<PAGE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
EMPIRE-DETROIT STEEL DIVISION 401(K)
PLAN FOR HOURLY EMPLOYEES
-------------------------
(Full title of the Plan)
ARMCO INC.
----------
(Name of Issuer of the securities
held pursuant to the Plan)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
------------------------------------------------------------------------
(Address of principal executive offices)
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES
--------------------------------------------------------------
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1993 and 1992 4
Statements of Changes in Net Assets Available for Benefits,
for the Years Ended December 31, 1993 and 1992 5
Notes to Financial Statements 6-8
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes 9
Item 27d - Schedule of Reportable Transactions 10
(Supplemental schedules other than those listed
above are not presented because of the absence of
the conditions under which they are required.)
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Empire-Detroit Steel Division
401(k) Plan for Hourly Employees:
We have audited the accompanying financial statements of the Empire-Detroit
Steel Division 401(k) Plan for Hourly Employees as of December 31, 1993 and 1992
and for the years then ended, listed in the foregoing table of contents. 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 generally accepted auditing
standards. 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,
1993 and 1992, and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
foregoing table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
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 information by fund is presented for the
purpose of additional analysis of the basic financial statements rather than to
present information regarding the net assets available for benefits and changes
in net assets available for benefits of the individual funds, and is not a
required part of the basic financial statements. The supplemental schedules
listed in the foregoing table of contents and supplemental information by fund
are the responsibility of the Plan's management. Such supplemental schedules
and supplemental information by fund have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 25, 1994
-3-
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES
--------------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
-------------------------------------------------------- ------------------------------------------
Supplemental Information By Fund Supplemental Information By Fund
-------------------------------------------------------- ------------------------------------------
Stable Equity Company Fixed Common Company
Value Income Stock Loan Income Stock Stock
Fund Fund Fund Fund Total Fund Fund Fund Total
---------- ---------- ------- ------- ---------- -------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Receivables:
Participant contributions $ 56,244 $ 36,712 $92,956
Interest 1,819 1,819
Transfers from other plans 89,208 89,208
---------- ---------- ------- ------- ---------- -------- -------- ------- ----------
Total
receivables 145,452 38,531 183,983
---------- ---------- ------- ------- ---------- -------- -------- ------- ----------
Investments - at fair value:
Common Stock of Armco Inc. $46,055 $ 46,055 $47,337 47,337
Stable Value Common
Trust Fund $1,546,520 1,546,520 830,722 830,722
Equity Income Fund $1,347,925 1,347,925 693,898 693,898
Loans to participants $14,331 14,331 6,291 322 401 7,014
---------- ---------- ------- ------- ---------- -------- -------- ------- ----------
Total
investments 1,546,520 1,347,925 46,055 14,331 2,954,831 837,013 694,220 47,738 1,578,971
---------- ---------- ------- ------- ---------- -------- -------- ------- ----------
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $1,546,520 $1,347,925 $46,055 $14,331 $2,954,831 $982,465 $732,751 $47,738 $1,762,954
========== ========== ======= ======= ========== ======== ======== ======= ==========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(K) PLAN FOR HOURLY EMPLOYEES
--------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
----------------------------------------------------------- -----------------------------------------------
Supplemental Information By Fund Supplemental Information By Fund
---------------------------------------------- ----------------------------------
Stable Equity Company Fixed Common Company
Value Income Stock Loan Income Stock Stock
Fund Fund Fund Fund Total Fund Fund Fund Total
----------- ------------ -------- ------- ----------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest and
dividends $ 71,898 $ 85,101 $ 664 $ 157,663
Net investment gain
from Master Trust $ 36,396 $116,266 $ 26,354 $179,016
Net appreciation
(depreciation)
in fair value of
investments 47,835 $(4,315) 43,520
Contributions by
participants 584,916 443,089 2,632 1,030,637 496,354 216,356 14,707 727,417
Distributions to
withdrawing
participants (18,144) (21,799) (39,943) (30,579) (11,455) (3,879) (45,913)
Transfers among
funds (74,615) 60,948 13,667 24,242 57,807 (82,049)
---------- ---------- ------- ------- ---------- -------- -------- -------- ----------
NET INCREASE
(DECREASE) IN NET
ASSETS AVAILABLE
FOR BENEFITS 564,055 615,174 (1,683) 14,331 1,191,877 526,413 378,974 (44,867) 860,520
NET ASSETS AVAILABLE
FOR BENEFITS,
BEGINNING OF YEAR 982,465 732,751 47,738 1,762,954 456,052 353,777 92,605 902,434
---------- ---------- ------- ------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS,
END OF YEAR $1,546,520 $1,347,925 $46,055 $14,331 $2,954,831 $982,465 $732,751 $ 47,738 $1,762,954
========== ========== ======= ======= ========== ======== ======== ======== ==========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(K)
PLAN FOR HOURLY EMPLOYEES
- ------------------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- --------------------------------------
1. DESCRIPTION OF THE PLAN
The Empire-Detroit Steel Division 401(k) Plan for Hourly Employees (the
"Plan") was established effective February 1, 1990 pursuant to collective
bargaining agreements between the Empire-Detroit Steel Division ("Empire-
Detroit") of Cyclops Corporation and the United Steelworkers of America,
and between Empire-Detroit and the United Plant Guard Workers of America.
Cyclops Corporation was a wholly owned subsidiary of Cyclops Industries,
Inc. ("Cyclops"). On April 24, 1992, a wholly owned subsidiary of Armco
Inc. ("Armco") merged with and into Cyclops, which then became a wholly
owned subsidiary of Armco (see Note 5). Prior to the merger, the Plan was
sponsored by Cyclops and administered by a profit sharing committee as
appointed by its Board of Directors. Subsequent to the merger, Cyclops
was liquidated and Armco assumed sponsorship of the Plan. The Benefit
Plans Administrative Committee ("BPAC") and the Benefit Plans Asset Review
Committee, both of which are appointed by Armco's Board of Directors, are
the Plan Administrators. As of December 31, 1992, Armco transferred the
trust assets from Pittsburgh National Bank to T. Rowe Price Trust Company
("TRP"), as successor trustee. Effective on December 31, 1992, TRP also
became the Plan's investment manager and recordkeeper for all participant
accounts. At the time, the Fixed Income Fund became known as the Stable
Value Fund and the Common Stock Fund as the Equity Income Fund.
Under the Plan, participants can elect to defer a portion of their
earnings through contributions to the Plan. Participants may elect to
defer any whole percentage between 1% and 10% of their total cash
compensation. No participant's deferred contributions may exceed an
annual limitation ($8,994 for 1993 and $8,728 for 1992) imposed by the
Internal Revenue Code (the "Code"). Contributions by participants are
invested in the Stable Value Fund (Fixed Income Fund prior to 1993),
Equity Income Fund (Common Stock Fund prior to 1993) or Company Stock
Fund, or a combination of such funds pursuant to limits as defined in the
Plan with no more than 50% in the Company Stock Fund.
The Plan is classified as a "defined contribution plan" under the Employee
Retirement Income Security Act of 1974, as amended. Beginning in 1992,
employer matching contributions range from 0% to 3% of a participant's
total cash compensation, depending on Empire-Detroit's before-tax income
for such Plan year, as defined by the Plan. Under the Plan, all employer
contributions are to be directed to the Company Stock Fund and invested in
Armco common stock (see Note 5). During 1993 and 1992, no employer
matching contributions were made to the Plan as Empire-Detroit's before-
tax income was less than required, as defined by the Plan. The
contributions of a participant are fully vested at all times.
Contributions by Armco will vest to participants following their
completion of five years of service after February 1, 1990, regardless of
their length of participation in the Plan.
The value of a participant's account is payable in a lump sum upon
termination of employment. Withdrawals during active employment are
permitted to the extent allowed by the Code. Participants who have
attained age 59 1/2 or older may withdraw any part or all of their
contributions, together with any earnings thereon. In the event of
qualifying hardships which confront participants with certain immediate
and heavy financial needs, as determined by the provisions of the Plan,
participants may, with approval of BPAC, withdraw certain portions of
their account.
The accounts of participants whose employment is terminated because of
retirement, total and permanent disability, permanent layoff or death
become fully vested upon such event, if then not already vested, and their
entire account balances are disbursed to them (or their beneficiary) in
accordance with the Plan. Otherwise, a termination of employment will
result in the forfeiture of non-vested employer contributions.
Forfeitures will be applied against and serve to reduce future
contributions by Armco as required by the Plan. If a participant resumes
his service with Empire-Detroit within five years from the
-6-
<PAGE>
end of the Plan year in which the break-in service occurred, any forfeited
amounts will be restored to the participant's account. Such restorations
will be accounted for as Armco contributions in the year restored.
All expenses incident to the administration of the Plan, excluding
brokerage fees, commissions and investment management fees, are borne by
Armco. Brokerage fees, which are not material, are netted against the
proceeds received on sales of securities and added to the cost basis of
securities purchased.
The Plan provides that participants may elect to transfer up to 100% of
the value of their individual account balances invested in the Stable
Value Fund (Fixed Income Fund prior to 1993) and Equity Income Fund
(Common Stock Fund prior to 1993) to any other fund or funds, subject to
the limitation that a transfer to the Company Stock Fund may not be in an
amount which would result in more than 50% of the total value of a
participant's account then being invested in the Company Stock Fund. Only
50% of a participant's contribution that is invested in the Company Stock
Fund may be transferred at any one time. Generally, participants may not
transfer Armco contributions out of the Company Stock Fund. However, if
participants are at least 59 1/2, they may make a one-time election to
transfer up to 50% of Armco contributions, as well as any earnings on
those contributions, to the other funds. An election to transfer funds
may be made quarterly in any Plan year, and notice of the election must be
given at least 30 days prior to the effective date. All transfers are
effective on January 1, April 1, July 1 or October 1 of the Plan year.
The Plan permits participants who experience a qualifying financial
hardship to borrow from their vested account balances, subject to certain
limitations. Under one such limitation, the principal amount of the loan
may not exceed the lesser of 50% of the participant's vested balance or
$50,000. Fixed rate interest, which is set at the time of the loan
application approval, is paid by the participant and deposited in the
participant's account as investment earnings. Loans are payable within
five years. However, this period may be extended to up to 15 years if the
loan is used to purchase a primary residence. Effective on January 1,
1993, TRP, as successor recordkeeper, established a loan fund to account
for loans to participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation - The accompanying financial statements have
---------------------
been prepared on an accrual basis.
b. Investments - Investments in the common stock of Armco (see Note 5)
-----------
and TRP mutual funds are presented at fair value, based primarily on
quotations obtained from active markets, such as national securities
exchanges.
c. Reclassification - Certain amounts in the 1992 financial statements
----------------
have been reclassified to be consistent with the 1993 presentation.
3. INVESTMENTS
Prior to December 31, 1992, the Plan's investment assets consisted of an
interest in a master trust account with Pittsburgh National Bank. The
master trust was made up of the following three funds: (1) Fixed Income
Fund, (2) Common Stock Fund and (3) Company Stock Fund. Prior to the
transfer of plan assets to TRP as successor trustee, the Plan had an
interest in each fund during 1992. Use of the master trust permitted the
commingling of the assets of two plans of Armco and its subsidiaries for
investment and administrative purposes. Although assets were commingled
in the master trust, Pittsburgh National Bank maintained records for the
purpose of allocating changes in the net assets of the master trust to the
participating plans. During 1992, the Plan's pro rata interest in the
Fixed Income Fund, Common Stock Fund and Company Stock Fund were 2.1%,
3.1% and 1.4%, respectively.
Investments held in the master trust were principally guaranteed
investment contracts, common stocks and Armco common stock (see Note 5).
Fair values of common stocks, including common stock of
-7-
<PAGE>
Armco, were generally determined by the quoted closing price on the last
day of the period. Investment contracts with insurance companies were
valued at contract value.
On December 31, 1992, the Plan's interest in the master trust's Fixed
Income Fund and Common Stock Fund were invested in the TRP Stable Value
Common Trust Fund and TRP Equity Income Fund, respectively. The TRP
Stable Value Common Trust Fund invests in guaranteed investment contracts;
the TRP Equity Income Fund invests in a diversified portfolio of stocks
and bonds. The investments of the Company Stock Fund continue to be
invested in the common stock of Armco (see Note 5). These investments
continue to be held by the respective funds in 1993.
4. TAX STATUS
No request for determination has been made to the Internal Revenue Service
("IRS") that the Plan meets the requirements of Section 401(a) of the Code
and is entitled to exemption from federal income tax under the provisions
of Section 501(a) of the Code. Armco intends, in view of the recent
release by the IRS of new guidelines covering requests for determination,
to request in due course a determination letter on behalf of the Plan.
Armco believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
5. MERGER WITH ARMCO INC.
Under the terms of the merger agreement, each share of Cyclops common
stock outstanding at the effective time of the merger, subject to certain
Armco tax considerations, was converted into $11.00 in cash and 1.99
shares of Armco common stock.
Upon the consummation of the merger agreement, participants made certain
elections regarding their account balances. Participants who had account
balances in the Company Stock Fund were required to elect how the
distribution resulting from the conversion of Cyclops common stock to
Armco common shares and cash would be invested. The cash distribution had
to be reallocated and invested in either the Fixed Income Fund or Common
Stock Fund, or in a combination with a portion of such cash distribution
invested in each fund. Participants also could elect to retain in the
Company Stock Fund all of the Armco common shares received from the
distribution or direct the trustee to sell all or a portion of such shares
and to reinvest the proceeds thereof in either the Fixed Income Fund or
Common Stock Fund, or in a combination of such funds.
Subsequent to the merger, direction of contributions to, or transfer of
any account balances into, the Company Stock Fund was temporarily frozen.
Participants were only able to direct their contributions to either the
Stable Value Fund (Fixed Income Fund prior to 1993) or Equity Income Fund
(Common Stock Fund prior to 1993), or in a combination of such funds.
During 1993, Armco made certain regulatory filings with the Securities
Exchange Commission, so that participants again can direct contributions
to the Company Stock Fund.
6. TRANSACTIONS WITH PARTIES IN INTEREST
Armco provides to the Plan certain accounting and administrative services
for which no fees are charged to the Plan.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, Armco has the right,
subject to the applicable collective bargaining agreements, to terminate
the Plan by action of its Board of Directors. The Plan may also be
amended as necessary, to ensure compliance with the Code or other legal
requirements. In the event of a Plan termination, participants will
become 100% vested in their accounts.
******
-8-
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(K)
PLAN FOR HOURLY EMPLOYEES
- ------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- ----------------- ------------------------- ---- ----------
<S> <C> <C> <C>
*Armco Inc. Common Stock, $.01 Par Value $ 62,868 $ 46,055
*T. Rowe Price Equity Income Fund 1,301,515 1,347,925
Trust Company
*T. Rowe Price Stable Value Common Trust Fund 1,546,520 1,546,520
Trust Company
*Participant Loans Notes, 8.0% to 12.5%, due 12 to
180 months from date of loan 14,331 14,331
---------- ----------
TOTAL $2,925,234 $2,954,831
========== ==========
</TABLE>
*Party-in-interest.
-9-
<PAGE>
EMPIRE-DETROIT STEEL DIVISION 401(k)
PLAN FOR HOURLY EMPLOYEES
- ------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS
OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Number Number Total Total
Description of of Amounts Amounts Net Gain
Identity of Issue of Investment Purchases Sales Purchased Sold or (Loss)
- ------------------------------ ------------- --------- ------ --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price Trust Company Stable Value
Common Trust
Fund 16 6 $584,916 $18,144 $ ---
T. Rowe Price Trust Company Equity Income
Fund 13 6 443,089 21,799 1,427
</TABLE>
-10-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit
Plans Administrative Committee has duly caused this Annual Report on Form 11-K
to be signed by the undersigned thereunto duly authorized.
EMPIRE-DETROIT STEEL DIVISION
401(K) PLAN FOR HOURLY EMPLOYEES
(The Plan)
By: /s/ James W. Edgerton
-------------------------------------
James W. Edgerton, Chairman
Benefit Plan Administrative Committee
By: /s/ Barry M. Hal
-------------------------------------
Barry M. Haller, Member
Benefit Plan Administrative Committee
By: /s/ Gregory R. Karavanich
-------------------------------------
Gregory R. Karavanich, Member
Benefit Plan Administrative Committee
Dated: June 29, 1994
-11-
<PAGE>
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference to Registration Statement No. 33-
65946 of Armco Inc. on Form S-8 of our report dated June 25, 1994, appearing in
this Annual Report on Form 11-K of the Empire-Detroit Steel Division 401(k) Plan
for Hourly Employees for the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
June 29, 1994
-12-
