<PAGE> 1
Form 10-K/A
Amendment No. 2 to
Annual Report
on
Form 10-K
for the year ended
December 31, 1995
of
RMI TITANIUM COMPANY
Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 1995, so that, as
amended, such Items read as set forth herein.
Index to Exhibits
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2
<PAGE> 2
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ----------
<S> <C> <C>
2.0 Amended and Restated Reorganization Agreement,
incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-1
No. 33-30667 Amendment No. 1.
3.1 Articles of Incorporation of the Company, as
amended March 31, 1994, incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended
June 30, 1994.
3.2 Amended Code of Regulations of the Company,
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
4.1 Credit Agreement dated as of April 15, 1996 by and
among RMI Titanium Company, an Ohio corporation,
and PNC Bank, National Association, incorporated
by reference to the Company's Registration Statement
on Form S-3 No. 333-01553 Amendment No. 2.
4.2 Specimen Common Stock Certificate of the Company,
incorporated by reference to Exhibit 4 the Company's
Registration Statement on Form S-3 No. 333-01553.
9.1 RMI Voting Trust Agreement, dated as of August 4,
1994, between RMI Titanium Company, USX Corporation
and Mellon Bank, N.A., as Trustee, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1994.
10.1 Agreement for the sale and purchase of titanium
tetrachloride between SCM Chemicals, Inc., and RMI
Titanium Company dated March 9, 1993 incorporated
by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1992.+
10.2 Agreement for the supply, purchase and sale of
chlorine between SCM Chemicals, Inc., and RMI
Titanium Company dated as of November 13, 1990,
incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1990.
</TABLE>
<PAGE> 3
INDEX TO EXHIBITS
(cont'd.)
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ----------
<S> <C> <C>
10.3 RMI Company Annual Incentive Compensation Plan,
incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1
No. 33-30667 Amendment No. 2.
10.4 RMI Titanium Company 1989 Stock Option Incentive
Plan, incorporated by reference to Exhibit 10.4 to
the Company's Registration Statement on Form S-1
No. 33-30667 Amendment No. 2.
10.5 RMI Titanium Company Supplemental Pension Plan
effective August 1, 1987, and amended as of
December 12, 1990, incorporated by reference to
Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990.
10.6 RMI Titanium Company 1989 Employee Restricted Stock
Award Plan, incorporated by reference to Exhibit 10.6
to the Company's Registration Statement on Form S-1,
No. 33-30667 Amendment No. 2.
10.7 Amendment to RMI Titanium Company 1989 Employee
Restricted Stock Award Plan, incorporated by
reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1990.
10.8 RMI Titanium Company Excess Benefits Plan effective
July 18, 1991, incorporated by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991.
10.9 Sales Agreement for the supply of titanium
sponge and plasma electrodes between Oregon
Metallurgical Corporation and RMI Titanium
Company dated as of August 8, 1994.+ (previously
filed)
10.10 Sales Agreement for the supply of titanium
sponge between Osaka Titanium Co., Ltd.,
Sumitomo Corporation, Sumitomo Corporation
of America, and RMI Titanium Company dated
as of September 4, 1992.+ (previously filed)
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
(cont'd.)
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ----------
<S> <C> <C>
10.11 RMI Titanium Company 1995 Stock Plan
(Previously Filed).
21 Subsidiaries of the Company (Previously
Filed).
23.1 Consent of Price Waterhouse LLP.
24 Powers of Attorney (Previously Filed).
27 Financial Data Schedule (Previously Filed).
99.1 Financial Statements of the RMI Titanium
Company Employees Savings and Investment
Plan for the year ended December 31, 1995
(filed herewith).
99.2 Financial Statements of the RMI Titanium
Company Bargaining Unit Employees Savings
and Investment Plan for the year ended
December 31, 1995 (filed herewith).
</TABLE>
+ Confidential treatment has been requested.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38559) of RMI Titanium Company of our report
dated June 18, 1996, appearing on page 1 of the Annual Report of The RMI
Titanium Company Employee Savings and Investment Plan which appears as Exhibit
99.1 to the Annual Report on Form 10-K of RMI Titanium Company for the year
ended December 31, 1995, as amended by this Form 10-K/A. We also consent to
the incorporation by reference in the Registration Statement on Form S-8 (No.
33-38340) of RMI Titanium Company of our report dated June 18, 1996, appearing
on page 1 of the Annual Report of The RMI Titanium Company Bargaining Unit
Employees Savings and Investment Plan which appears as Exhibit 99.2 to the
Annual Report on Form 10-K of RMI Titanium Company for the year ended December
31, 1995, as amended by this Form 10-K/A.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
June 26, 1996
<PAGE> 1
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
ANNUAL REPORT
For the Years Ended December 31, 1995 and 1994
Exhibit 99.1
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of RMI Titanium Company Employee Savings
and Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the financial status of RMI Titanium
Company Employee Savings and Investment Plan (the Plan) at December 31, 1995 and
1994, and the changes in its financial status for the years then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan Administrator; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statement, but is additional information required
by the Employee Retirement Income Security Act of 1974 (ERISA). The fund
information in the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the
changes in net assets available for Plan benefits of each fund. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
Pittsburgh, PA
June 18, 1996
<PAGE> 3
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Investments, at fair value:
Fidelity Magellan Mutual Fund Account $3,211,118 $2,261,120
CIGNA Income and Growth Account 85,780 67,882
CIGNA Stock Market Index Account 78,057 42,080
CIGNA International Equity Account 376,105 316,450
RMI Titanium Company Common Stock Account 191,475 92,381
Participant Loans Receivable 114,235 112,092
---------- ----------
4,056,770 2,892,005
Investments, at contract value:
CIGNA Guaranteed "Long-Term" Account 2,970,415 2,731,153
---------- ----------
Net assets available for benefits $7,027,185 $5,623,158
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund
Information
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
CIGNA Fidelity CIGNA CIGNA CIGNA RMI
Guaranteed Magellan Income & Stock Market Int'l. Titanium Co. Participant
"Long-Term" Mutual Fund Growth Index Equity Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 253,825 $ 219,744 $13,976 $ 9,159 $ 42,446 $ 9,360 $ -- $ 548,510
Investment Income:
Interest and dividend income 170,854 185,554 -- -- -- -- 12,173 368,581
Net appreciation (depreciation)
in fair value of investments -- 625,671 11,491 17,026 34,663 50,474 -- 739,325
---------- ---------- ------- ------- -------- -------- -------- ----------
170,854 811,225 11,491 17,026 34,663 50,474 12,173 1,107,906
Transfers 11,501 2,957 (7,569) 16,831 (17,454) 39,375 (1,645) 43,996
---------- ---------- ------- ------- -------- -------- -------- ----------
Total net additions 436,180 1,033,926 17,898 43,016 59,655 99,209 10,528 1,700,412
Participants' benefits (196,918) (83,928) -- (7,039) -- (115) (8,385) (296,385)
---------- ---------- ------- ------- -------- -------- -------- ----------
Total net deductions (196,918) (83,928) -- (7,039) -- (115) 8,385 (296,385)
Increase in net assets 239,262 949,998 17,898 35,977 59,655 99,094 2,143 1,404,027
Net assets available for benefits:
Beginning of year 2,731,153 2,261,120 67,882 42,080 316,450 92,381 112,092 5,623,158
---------- ---------- ------- ------- -------- -------- -------- ----------
End of year $2,970,415 $3,211,118 $85,780 $78,057 $376,105 $191,475 $114,235 $7,027,185
========== ========== ======= ======= ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
CIGNA Fidelity CIGNA CIGNA CIGNA RMI
Guaranteed Magellan Income & Stock Market Int'l. Titanium Co. Participant
"Long-Term" Mutual Fund Growth Index Equity Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 215,697 $ 213,931 $12,677 $ 11,030 $ 19,174 $ 8,022 $ -- $ 480,531
Investment income:
Interest and dividend income 144,275 97,250 -- -- -- -- 10,833 252,358
Net appreciation (depreciation)
in fair value of investments -- (138,036) (2,420) 355 (19,327) 29,883 -- (129,545)
---------- ---------- ------- -------- -------- ------- -------- ----------
144,275 (40,786) (2,420) 355 (19,327) 29,883 10,833 122,813
Transfers (75,553) (276,906) 57,625 (24,087) 316,603 13,650 21,095 32,427
---------- ---------- ------- -------- -------- ------- -------- ----------
Total net additions
(deductions) 284,419 (103,761) 67,882 (12,702) 316,450 51,555 31,928 635,771
Participants' benefits (163,209) (143,096) -- -- -- (72) -- (306,377)
---------- ---------- ------- -------- -------- ------- -------- ----------
Total net deductions (163,209) (143,096) -- -- -- (72) -- (306,377)
Increase (decrease) in net assets 121,210 (246,857) 67,882 (12,702) 316,450 51,483 31,928 329,394
Net assets available for benefits:
Beginning of year 2,609,943 2,507,977 -- 54,782 -- 40,898 80,164 5,293,764
---------- ---------- ------- -------- -------- ------- -------- ----------
End of year $2,731,153 $2,261,120 $67,882 $ 42,080 $316,450 $92,381 $112,092 $5,623,158
========== ========== ======= ======== ======== ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
ACCOUNTING METHOD
The financial statements of the RMI Titanium Company Savings and Investment
Plan (the Plan) use the accrual method of accounting.
USE OF ESTIMATES
Generally accepted accounting principles require management to make certain
estimates and assumptions relating primarily to the fair market value of
certain Plan assets. For additional information on the fair market value of
Plan assets see "Investments" below.
INVESTMENTS
Available investment options are as follows:
Fidelity Magellan Mutual Fund Account (a mutual fund)
RMI Titanium Company Common Stock
CIGNA managed funds:
Guaranteed "Long-Term" Account (guaranteed
investment contracts)
Stock Market Index Account
Income and Growth Account
International Equity Account
Investments in the Fidelity Magellan Mutual Fund and RMI Titanium Company
Common Stock are valued at fair market value based on published quotations.
Guaranteed investment contracts are valued at contract value, which
approximates fair market value, and includes approximately $44,000 of
unallocated assets as of December 31, 1995. These assets will be allocated in
accordance with the participants' elections as of January 1, 1996. All CIGNA
managed funds are valued by CIGNA and reflect current market value. Security
transactions are recorded as of the settlement date.
FUNDING
The Plan is funded by contributions from the participating employees of RMI
Titanium Company (the Company). The costs of administering the Plan and the
trust are borne by the Company.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (CONT'D.)
NOTE 2 - DESCRIPTION OF PLAN:
GENERAL
The Plan Sponsor is RMI Titanium Company (the Company). The Company is a
successor to entities that have been operating in the titanium industry since
1958. The Company's operations are conducted primarily in one business
segment, the production and marketing of titanium metal and related products.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan covering full-time salaried,
nonrepresented employees who are at least 21 years of age and have one year of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants may contribute from 1% to 15% of salary through payroll deduction.
Certain highly compensated participants, as defined by the Internal Revenue
Code, may contribute from 1% to 7% of salary through payroll deduction.
Contributions are directed by the participants into any one or all of the
investment options. Participants may change their elections of investment funds
by calling CIGNA directly or by completing a change form and submitting it to
the employee benefits department at least 15 days in advance. Participants are
100% vested in their accounts at all times.
PAYMENT OF BENEFITS
Participants or their beneficiaries are entitled to the full current value of
their account in the Plan upon:
Retirement;
Termination of Employment with the Company;
or Death
Participants may also make written application to the administrator for
withdrawal of all or a portion of their account balance for certain limited
situations qualifying as financial hardships under Internal Revenue Service
guidelines in effect at the time of withdrawal.
PARTICIPANT LOANS RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to 50% of the existing account balance. Loan transfers are
treated as a transfer to (from) the investment fund from (to) the Participant
Loans Receivable fund. Loan terms range from one month to five years and are
secured by the balance in the participant account.
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS (CONT'D.)
Loans bear interest at a rate commensurate with the current market rate. Loans
made in 1995 bear interest at 8.5%. Interest rates on loans made in 1994 range
from 8.75% to 15%. Principal and interest is paid ratably through monthly
payroll deductions.
TRANSFERS
Transfers represents net inter-plan transfers.
ADMINISTRATION
The Plan is administered by the Company's Board of Directors. The Board
establishes rules of procedures and interprets the provisions of the Plan.
TERMINATION PROVISION
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time. In the event that such
discontinuance results in the termination of the Plan, the Plan provides that
each participant shall be fully vested with the amount in his/her individual
account which includes earnings on the participants' contributions. The
individual accounts of the participants shall continue to be administered by
the administrator, or be distributed in a lump sum to the participants, as
deemed appropriate by the administrator.
NOTE 3 - INCOME TAXES:
The Internal Revenue Service (IRS) has determined and informed RMI Titanium
Company by a letter dated April 30, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan administrator believes that the Plan is currently being
operated in compliance with the applicable requirements of the IRC. Therefore,
no provision for income taxes has been included in the Plan financial
statements.
NOTE 4 - RECORDKEEPING
Individual participant account balances, allocation and investment options are
maintained by CIGNA based on enrollment and payroll information supplied by the
Company.
<PAGE> 9
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
(e)
(b) (c) (d) CURRENT
(a) IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
-- Fidelity Investments Fidelity Magellan Mutual Fund Acc't $2,545,916 $3,211,118
* Connecticut General Life
Insurance Company Guaranteed "Long-term" Account 2,970,415 2,970,415
* Connecticut General
Life Insurance Company Stock Market Index Account 77,729 85,780
* Connecticut General
Life Insurance Company Income and Growth Account 62,909 78,057
* Connecticut General
Life Insurance Company International Equity Account 341,596 376,105
* RMI Titanium Company RMI Titanium Company
Common Stock Account 95,575 191,475
-- Participant Loans Interest Rates High 15%, Low 8.5% N/A 114,235
----------
TOTAL: $7,027,185
==========
</TABLE>
* DESIGNATED PARTY-IN-INTEREST
<PAGE> 10
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
A. PURCHASES:
<TABLE>
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or (loss)
------------------ --------------------- --------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan $446,228 N/A $446,228 $446,228 n/a
Connecticut General Guaranteed "Long-Term" 397,665 N/A 397,665 397,665 n/a
Life Insurance Co.
</TABLE>
B. SALES:
<TABLE>
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan N/A $295,979 $275,217 $295,979 $ 20,762
Connecticut General Guaranteed "Long-Term" N/A 390,728 390,728 390,728 -0-
Life Insurance Co.
</TABLE>
<PAGE> 1
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS
AND INVESTMENT PLAN
ANNUAL REPORT
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
EXHIBIT 99.2
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of RMI Titanium Company Bargaining Unit
Employees Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the financial status of RMI Titanium
Company Bargaining Unit Employees Savings and Investment Plan (the Plan) at
December 31, 1995 and 1994, and the changes in its financial status for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan Administrator; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan Administrator, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is additional information
required by the Employee Retirement Income Security Act of 1974 (ERISA). The
fund information in the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the changes in net assets available for plan benefits of each fund. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
Pittsburgh, PA
June 18, 1996
<PAGE> 3
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Investments, at fair value:
Fidelity Magellan Mutual Fund $4,285,185 $3,073,823
CIGNA Income and Growth Account 35,222 46,470
CIGNA Stock Market Index Account 51,162 41,900
CIGNA International Equity Account 82,282 102,446
RMI Titanium Company Common Stock Account 307,740 193,252
Participant Loans Receivable 280,127 246,823
---------- ----------
5,041,718 3,704,714
Investments, at contract value:
CIGNA Guaranteed "Long-Term" Account 3,365,602 2,708,106
---------- ----------
Net assets available for benefits $8,407,320 $6,412,820
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund
Information
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
CIGNA Fidelity CIGNA CIGNA CIGNA RMI
Guaranteed Magellan Income & Stock Int'l. Titanium Co. Participant
"Long-Term" Mutual Fund Growth Market Index Equity Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 553,957 $ 426,192 $ 17,793 $ 6,680 $ 22,502 $ 15,720 $ -- $1,042,844
Investment income:
Interest and dividend
income 179,535 245,061 -- -- -- -- 22,055 446,651
Net appreciation
(depreciation) in fair
value of investments -- 870,436 6,361 13,425 9,479 90,296 -- 989,997
---------- ---------- -------- -------- -------- -------- -------- ----------
179,535 1,115,497 6,361 13,425 9,479 90,296 22,055 1,436,648
Transfers 101,400 (108,625) (35,402) (10,280) (52,145) 9,478 51,578 (43,996)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net additions
(deductions) 834,892 1,433,064 (11,248) 9,825 (20,164) 115,494 73,633 2,435,496
Participants' benefits (177,396) (221,702) -- (563) -- (1,006) (40,329) (440,996)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net deductions (177,396) (221,702) -- (563) -- (1,006) (40,329) (440,996)
Increase (decrease) in net
assets 657,496 1,211,362 (11,248) 9,262 (20,164) 114,488 33,304 1,994,500
Net assets available for
benefits:
Beginning of year 2,708,106 3,073,823 46,470 41,900 102,446 193,252 246,823 6,412,820
---------- ---------- -------- -------- -------- -------- -------- ----------
End of year $3,365,602 $4,285,185 $ 35,222 $ 51,162 $ 82,282 $307,740 $280,127 $8,407,320
========== ========== ======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
CIGNA Fidelity CIGNA CIGNA CIGNA RMI
Guaranteed Magellan Income & Stock Int'l. Titanium Co. Participant
"Long-Term" Mutual Fund Growth Market Index Equity Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 283,867 $ 334,298 $ 9,399 $ 3,345 $ 9,248 $ 12,875 $ -- $ 653,032
Investment income:
Interest and dividend
income 139,908 122,981 -- -- -- -- 22,693 285,582
Net appreciation
(depreciation) in fair
value of investments -- (180,797) (3,330) (662) (3,850) 1,872 -- (186,767)
---------- ---------- -------- -------- -------- -------- -------- ----------
139,908 (57,816) (3,330) (662) (3,850) 1,872 22,693 98,815
Transfers (146,795) (116,653) 40,401 18,216 97,048 61,260 14,096 (32,427)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net additions 276,980 159,829 46,470 20,899 102,446 76,007 36,789 719,420
Participants' benefits (134,564) (110,945) -- -- -- (2,598) -- (248,107)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net deductions (134,564) (110,945) -- -- -- (2,598) -- (248,107)
Increase (decrease) in net
assets 142,416 48,884 46,470 20,899 102,446 73,409 36,789 471,313
Net assets available for
benefits:
Beginning of year 2,565,690 3,024,939 -- 21,001 -- 119,843 210,034 5,941,507
---------- ---------- -------- -------- -------- -------- -------- ----------
End of year $2,708,106 $3,073,823 $ 46,470 $ 41,900 $102,446 $193,252 $246,823 $6,412,820
========== ========== ======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
ACCOUNTING METHOD
The financial statements of the RMI Titanium Company Bargaining Unit Employees
Savings and Investment Plan (the Plan) use the accrual method of accounting.
USE OF ESTIMATES
Generally accepted accounting principles require management to make certain
estimates and assumptions relating primarily to the fair market value of
certain Plan assets. For additional information on the fair market value of
Plan assets, see "Investments" below.
INVESTMENTS
Available investment options are as follows:
Fidelity Magellan Mutual Fund Account (a mutual fund)
RMI Titanium Company Common Stock
CIGNA managed funds:
Guaranteed "Long-Term" Account (guaranteed investment contracts)
Stock Market Index Account
Income and Growth Account
International Equity Account
Investments in the Fidelity Magellan Mutual Fund and RMI Titanium Company
Common Stock are valued at fair market value based on published quotations.
Guaranteed investment contracts are valued at contract value, which
approximates market value, and includes approximately $93,000 of unallocated
assets as of December 31, 1995. These assets will be allocated in accordance
with the participants' elections as of January 1, 1996. Security transactions
are recorded as of the settlement date. All CIGNA managed funds are valued by
CIGNA and reflect current market value.
FUNDING
The Plan is funded by contributions from the participating employees of RMI
Titanium Company (the Company). The costs of administering the Plan and the
trust are borne by the Company.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (CONT'D.)
NOTE 2 - DESCRIPTION OF PLAN:
GENERAL
The Plan Sponsor is RMI Titanium Company (the Company). The Company is a
successor to entities that have been operating in the titanium industry since
1958. The Company's operations are conducted primarily in one business
segment, the production and marketing of titanium metal and related products.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan covering full-time union represented
employees who are at least 21 years of age and have one year of service. It is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
CONTRIBUTIONS
Participants may contribute from 1% to 15% of salary through payroll deduction.
Contributions are directed by the participants into any one or all of the
investment options. Participants may change their elections of investment funds
by calling CIGNA directly or by completing a change form and submitting it to
the employee benefits department at least 15 days in advance. Participants are
100% vested in their accounts at all times.
PAYMENT OF BENEFITS
Participants or their beneficiaries are entitled to the full current value of
their account in the Plan upon:
Retirement;
Termination of Employment with the Company;
or Death
Participants may also make written application to the administrator for
withdrawal of all or a portion of their account balance for certain limited
situations qualifying as financial hardships under Internal Revenue Service
guidelines in effect at the time of the withdrawal.
PARTICIPANT LOANS RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to 50% of the existing account balance. Loan transfers are
treated as a transfer to (from) the investment fund from (to) the Participant
Loans Receivable fund. Loan terms range from one month to five years and are
secured by
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the balance in the participant account. Loans bear interest at a rate
commensurate with the current market rate. Loans made in 1995 bear interest at
8.5%. Interest rates on loans made in 1994 range from 8.75% to 15%. Principal
and interest is paid ratably through monthly payroll deductions.
TRANSFERS
Transfers represents net inter-plan transfers.
ADMINISTRATION
The Plan is administered by the Company's Board of Directors. The Board
establishes rules of procedures and interprets the provisions of the Plan.
TERMINATION PROVISION
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time. In the event that such
discontinuance results in the termination of the Plan, the Plan provides that
each participant shall be fully vested with the amount in his/her individual
account which includes earnings on the participants' contributions. The
individual accounts of the participants shall continue to be administered by
the administrator, or be distributed in a lump sum to the participants, as
deemed appropriate by the administrator.
NOTE 3 - INCOME TAXES:
The Internal Revenue Service (IRS) has determined and informed RMI Titanium
Company by a letter dated April 30, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan administrator believes that the Plan is currently being
operated in compliance with the applicable requirements of the IRC. Therefore,
no provision for income taxes has been included in the Plan financial
statements.
NOTE 4 - RECORDKEEPING
Individual participant account balances, allocation and investment options are
maintained by CIGNA based on enrollment and payroll information supplied by the
Company.
<PAGE> 9
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
(e)
(b) (c) (d) CURRENT
(a) IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
- -- Fidelity Investments Fidelity Magellan Mutual Fund Acc't $3,424,559 $4,285,185
* Connecticut General Life
Insurance Company Guaranteed "Long-term" Account 3,365,602 3,365,602
* Connecticut General
Life Insurance Company Stock Market Index Account 38,568 51,162
* Connecticut General
Life Insurance Company Income and Growth Account 32,235 35,222
* Connecticut General
Life Insurance Company International Equity Account 74,993 82,282
* RMI Titanium Company RMI Titanium Company
Common Stock Account 179,577 307,740
- -- Participant Loans Interest Rates High 15%, Low 8.5% N/A 280,127
----------
TOTAL: $8,407,320
==========
</TABLE>
* DESIGNATED PARTY-IN-INTEREST
<PAGE> 10
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
A. PURCHASES:
<TABLE>
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or (loss)
------------------ --------------------- --------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan $767,133 N/A $767,133 $767,133 n/a
Connecticut General Guaranteed "Long-Term" 890,134 N/A 890,134 890,134 n/a
Life Insurance Co.
</TABLE>
B. SALES:
<TABLE>
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan N/A $650,858 $571,520 $650,858 $ 79,338
Connecticut General Guaranteed "Long-Term" N/A 543,714 543,714 543,714 -0-
Life Insurance Co.
</TABLE>
