FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number: (1-13888)
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UCAR CARBON SAVINGS PLAN
(Full title of the plan)
---------------------------------------------------------
GRAFTECH INTERNATIONAL LTD.
---------------------------
(Name of issuer of the securities held pursuant to the plan)
Brandywine West, 1521 Concord Pike, Suite 301, Wilmington, Delaware 19803
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(Address of principal executive office)
UCAR CARBON SAVINGS PLAN
TABLE OF CONTENTS
FINANCIAL STATEMENTS:
--------------------
Statements of Net Assets Available for Plan Benefits
at December 31, 2001 and 2002.................................. Page 3
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2001 and 2002................. Page 4
Notes to Financial Statements...................................... Page 5
SUPPLEMENTAL SCHEDULE:
---------------------
Schedule of Assets Held at End of Year ............................ Page 13
INDEPENDENT AUDITORS' REPORT............................................ Page 14
----------------------------
SIGNATURE............................................................... Page 15
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Note: Other supplemental schedules not included have been omitted, as they are
not applicable.
2
UCAR CARBON SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
At December 31,
---------------
2001 2002
---- ----
ASSETS:
Investments, at fair value
Registered investment companies:
Vanguard Retirement Savings Trust
(UCAR Stable Value Fund in 2001)..................................... $ 46,487,525 $58,441,980
Vanguard 500 Index Fund............................................... 14,815,097 10,286,858
Vanguard PRIMECAP Fund................................................ 10,924,758 6,408,033
Vanguard Value Index Fund............................................. 8,256,995 5,944,090
Vanguard LifeStrategy Conservative Growth Fund........................ 3,960,477 3,295,063
Vanguard LifeStrategy Growth Fund..................................... 2,796,284 1,361,942
Vanguard LifeStrategy Moderate Growth Fund............................ 1,882,496 1,608,310
Janus Overseas Fund................................................... 1,862,997 1,345,530
UAM: ICM Small Company Portfolio...................................... 1,650,295 1,744,564
Vanguard LifeStrategy Income Fund..................................... 686,736 767,655
------------ -----------
93,323,660 91,204,025
GrafTech Common Stock Fund............................................... 7,005,105 5,374,462
(formerly UCAR Common Stock Fund)
GrafTech Discounted Stock Fund........................................... 1,595,210 -
(formerly UCAR Discounted Stock Fund)
Participant loans receivable............................................ 2,686,567 2,460,060
Other receivables........................................................ 32,245 -
------------ -----------
Total investments, at fair value..................... 104,642,787 99,038,547
Investments, at contract value
Contracts with insurance companies
(UCAR Stable Value Fund in 2001)......................................... 6,452,174 -
Retirement Contribution Receivable due from GrafTech .................... - 105,774
------------ -----------
Net assets available for plan benefits..................................... $111,094,961 $99,144,321
============ ===========
See Accompanying Notes to Financial Statements.
3
UCAR CARBON SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31,
--------------------------------
2001 2002
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 4,406,454 $ 3,787,516
Employer 1,605,238 1,917,488
------------ ------------
Total contributions 6,011,692 5,705,004
------------ ------------
Investment income (loss):
Interest and dividend income, investments 1,304,080 1,141,533
Interest income, participant loans 249,609 188,730
Net depreciation in fair value of investments (2,472,407) (10,559,461)
------------ ------------
Net investment loss (918,718) (9,229,198)
------------ ------------
Total additions (reductions) 5,092,974 (3,524,194)
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 9,236,727 8,418,278
Other deductions 10,000 8,168
------------ ------------
Total deductions 9,246,727 8,426,446
------------ ------------
Net decrease for the year (4,153,753) (11,950,640)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 115,248,714 111,094,961
------------ ------------
End of year $111,094,961 $ 99,144,321
============ ============
See Accompanying Notes to Financial Statements.
4
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2002
(1) COMPANY AND PLAN STRUCTURE
We use the following terms to identify various companies and plans.
GrafTech International Ltd. is the public parent company and the issuer
of the publicly traded common stock held within the UCAR Carbon Savings
Plan. Prior to May 7, 2002, GrafTech International Ltd. was named UCAR
International Inc.
UCAR Carbon Company Inc. is a wholly owned subsidiary of GrafTech
International Ltd. through which we conduct most of our United States
operations.
UCAR Carbon Savings Plan is a savings program for the exclusive benefit
of UCAR Carbon Company Inc.'s eligible employees and their beneficiaries
and the eligible employees and their beneficiaries of any company or
other entity adopting the UCAR Carbon Savings Plan.
(2) DESCRIPTION OF THE PLAN
The following brief description of the UCAR Carbon Savings Plan (herein
referred to as the "Plan") is provided for general information only.
Participants should refer to the Plan document for more complete
description of the Plan's provisions.
General
-------
The Plan is a defined contribution plan consisting of several separate
investment options as described below.
Administration
--------------
The Plan is administered by the Savings Plan Administrative Committee.
Participation
-------------
The Plan is available to all regular employees of UCAR Carbon Company
Inc. and participating affiliate companies (collectively, the "Company").
Contributions
-------------
During 2001, participating employees could contribute 1% to 7.5% of their
compensation into the Plan as basic contributions. An additional 0.5% to
10% of employee compensation may be contributed as supplemental
contributions. Employee contributions are subject to applicable Internal
Revenue Code limitations.
During 2001, the Company contributed on behalf of each participating
employee an amount equal to 50% of the employee's basic contributions.
5
As of January 1, 2002, participating non-union employees can contribute 1%
to 5% of their compensation into the Plan as basic contributions. An
additional 0.5% to 50% of employee compensation may be contributed as
supplemental contributions. Employee contributions are subject to
applicable Internal Revenue Code limitations. The employee and company
contribution for union employees remains unchanged from 2001.
The Company contributes on behalf of each participating non-union
employee an amount equal to 100% of the employee's basic contributions up
to 3% of pay and 50% of basic contributions up to another 2% of pay.
Employee contributions are subject to applicable Internal Revenue Code
limitations.
In addition, the plan was revised as of January 1, 2002 to include the
Employer Retirement Contribution (as defined below) for certain employees
of the Company. The Company makes an Employer Retirement Contribution on
behalf of eligible participants in the amount of 2.5% of compensation up
to the Social Security Taxable Wage Base for the Plan Year and 5% of
compensation for amounts in excess of the Social Security Taxable Wage
Base.
Vesting and Distributions
-------------------------
Participants are immediately vested in 100% of their savings account
balance (including employer contributions plus actual earnings thereon).
Participants become fully vested in the Employer Retirement Contributions
upon completion of at least 5 years service or attainment of a normal
retirement date.
Withdrawals from the Plan can be made for financial hardship, after age
59 1/2, retirement or other termination of employment or may be deferred
under the terms of the Plan. Other savings plan withdrawals are subject
to conditions stated in the Plan.
Participant Accounts
--------------------
Participants' accounts are credited with participant contributions,
contributions from the Company and an allocation of investment income
from the Plan. The allocations of investment income are based upon
participants' account balances.
Participant Loans
-----------------
The Plan permits participants to borrow money from their accounts. A
minimum account balance of $2,000 is required to qualify for a loan. The
minimum loan is $1,000 and the maximum loan is 50% of a participants'
account balance up to a maximum loan of $50,000. Participants are
required to repay the loan plus a fixed interest rate based on current
lending rates. Interest is added to the participant's account.
Trustee and Recordkeeper
------------------------
The Plan's trustee is Vanguard Fiduciary Trust Company and the Plan's
recordkeeper is The Vanguard Group.
6
Investment Options
------------------
During the plan year ending December 31, 2001 and 2002, participants were
able to allocate their basic and supplemental contributions in
one-percentage point increments in any or all of the following investment
options:
Vanguard Retirement Savings Trust: Seeks stability of principal
and a high level of current income consistent with a 2-3 year
average maturity. The Trust is a tax-exempt collective trust
invested primarily in investment contracts issued by insurance
companies and commercial banks, and similar types of
fixed-principal investments. The trust intends to maintain a
constant net asset value of $1.00 per share. Investments are
limited to participant-directed defined contribution plans and
other qualified pension plans.
Vanguard 500 Index Fund: Seeks to track the performance of a
benchmark index that measures the investment return of
large-capitalization stocks. The fund employs a "passive
management", or indexing, investment approach designed to track
the performance of the Standard & Poor's 500 Index, which is
dominated by the stocks of large U.S. companies. The fund attempts
to replicate the target index by investing all, or substantially
all, of its assets in the stocks that make up the Index.
Vanguard PRIMECAP Fund: Seeks to provide long-term capital growth
by investing in stocks with above-average earnings growth
potential that is not reflected in their current market prices.
The Fund's portfolio consists predominantly of mid- and
large-capitalization stocks.
Vanguard Value Index Fund: Seeks to track the performance of a
benchmark index that measures the investment return of
large-capitalization value stocks. The Fund employs a "passive
management", or indexing investment strategy designed to track the
performance of the Standard & Poor's 500/Barre Value Index, which
includes those stocks of the S&P 500 index with lower-than-average
price/book ratios. The Fund attempts to replicate the target index
by investing all, or substantially all, of its assets in the
stocks that make up the index.
Vanguard LifeStrategy Conservative Growth Fund: Seeks to provide
current income and low to moderate growth of capital by investing
in other Vanguard mutual funds according to a fixed formula that
typically results in an allocation of about 60% of assets to bonds
and 40% to common stocks. The percentages of the fund's assets
allocated to each of the underlying funds are 30% Vanguard Total
Bonds Market Index Fund, 25% Vanguard Asset Allocation Fund, 20%
Vanguard Short-Term Corporate Fund, 20% Vanguard Total Stock
Market Index Fund, and 5% Vanguard Total International Stock Index
Fund.
Vanguard LifeStrategy Growth Fund: Seeks to provide long-term
growth of capital and some current income by investing in other
Vanguard mutual funds according to a fixed formula that typically
results in an allocation of about 80% of assets to common stocks
and 20% to bonds. The percentages of the Fund's assets allocated
to each of the underlying funds are 50% Vanguard Total Stock
Market Index Fund, 25% Vanguard Asset Allocation Fund, 15%
Vanguard Total International Stock Index Fund, and 10% Vanguard
Total Bond Market Index Fund.
Vanguard LifeStrategy Moderate Growth Fund: Seeks to provide
growth of capital and a low to moderate level of current income by
investing in other Vanguard mutual funds according to a
7
fixed formula that typically results in an allocation of about 60%
of assets to common stocks and 40% to bonds. The percentages of
the Fund's assets allocated to each of the underlying funds are
35% Vanguard Total Stock Market Index Fund, 30% Vanguard Total
Bond Market Index Fund, 25% Vanguard Asset Allocation Fund, and
10% Vanguard International Stock Index Fund.
Janus Overseas Fund: Seeks to provide long-term growth of capital
through investments in a diversified portfolio of foreign
companies. The fund invests, under normal circumstances, at least
80% of its net assets in securities of issuers from countries
outside the United States. The fund normally invests in securities
of issuers from at least five different countries, excluding the
United States. The fund limits its investment in
high-yield/high-risk bonds to less than 35% of its net assets.
UCAR Stable Value Fund: Seeks to maintain the value of initial
investments while providing a high level of income. This fund
invests in the Vanguard Retirement Savings Trust and in fixed
income contracts with highly rated insurance companies. As these
contracts expire and as new money is invested, the money is
invested in the Vanguard Retirement Savings Trust. The Vanguard
Retirement Savings Trust invests primarily in investment contracts
issued by insurance companies and commercial banks, and similar
types of fixed types of fixed principal investments.
UAM: ICM Small Company Portfolio: Seeks to provide maximum,
long-term total return, consistent with reasonable risk to
principal, by investing primarily in common stocks of smaller
companies in terms of revenues, assets and market capitalization
by investing at least 80% of its net assets in common stocks of
companies that have market capitalizations that are under $2
billion.
Vanguard LifeStrategy Income Fund: Seeks to provide current income
and some growth of capital by investing in other Vanguard mutual
funds according to a fixed formula that typically results in an
allocation of about 80% of assets to bonds and 20% to common
stocks. The percentages of the Fund's assets allocated to each of
the underlying funds are 50% Vanguard Total Bond Market Index
Fund, 25% Vanguard Asset Allocation Fund, 20% Vanguard Short-term
Corporate Fund, and 5% Vanguard Total Stock Market Index Fund.
GrafTech Common Stock Fund (formerly UCAR Common Stock Fund):
Seeks to provide the possibility for long-term growth through
increases in the value of the common stock of GrafTech
International Ltd. (herein referred to as "GrafTech Stock").
GrafTech Stock is publicly traded on the New York Stock Exchange
and had a closing price of $10.70 per share at December 31, 2001
and $5.96 at December 31, 2002. At June 27, 2003, the closing
price of GrafTech Stock was $5.35.
GrafTech Discounted Stock Fund (formerly UCAR Discounted Stock
Fund: The GrafTech Discounted Stock Fund was discontinued as of
December 31, 2002 and all assets merged with the GrafTech Common
Stock Fund.
Two other funds from earlier plans existed until February 5, 2001. The
Union Carbide Stock Fund and the Praxair Stock Fund were discontinued
effective February 5, 2001, and the proceeds from sale of those funds
were invested in the UCAR Stable Value Fund. Until February 5, 2001,
participants could not invest their contributions in these funds or make
transfers into these funds. Transfers out of
8
these funds were still allowed. These funds sought to provide the
potential for long-term growth through increases in the value of the
common stock and income from dividends of Union Carbide Corporation and
Praxair Incorporated. Dividends from both the Union Carbide Stock Fund
and the Praxair Stock Fund were automatically reinvested in the UCAR
Stable Value Fund.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The financial statements of the Plan are prepared under the accrual
method of accounting. Investment Valuation and Income Recognition
Investments are reported at market value, based upon quoted market
prices, except for the contracts with insurance companies within the UCAR
Stable Value Fund that expired in 2002. These contracts with insurance
companies are carried at contract value since they are fully
benefit-responsive (See Note 9). Unrealized appreciation or depreciation
of investments carried at market value is recognized currently in the
financial statements. Purchases and sales of investments are recorded on
the trade date. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
Payment of Benefits
-------------------
Benefits are recorded when paid.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual
results could differ from those estimates. The Plan utilizes various
investment instruments. Investment securities, in general, are exposed to
various risks, such as interest rate, credit and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for Plan benefits.
Accounting Pronouncements
-------------------------
In April 2003, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149
"Amendment of Statement 133 on Derivative Instruments and Hedging
Activities." SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No.
133. SFAS No. 149 is effective for contracts entered into or modified,
and for hedging relationships designated, after June 30, 2003. Other
provisions of SFAS No. 149 that related to SFAS No. 133 implementation
issues should continue to be applied in accordance with their
respective dates. Management has not yet determined the impact that
SFAS No. 149 will have on the Plan's statement of net assets available
for plan benefits or statement of changes in net assets available for
plan benefits.
9
In June 1998, FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was amended by SFAS No. 138,
Accounting for Certain Derivative Instruments and Hedging Activities.
SFAS No. 133, as amended, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires than
an entity recognize all derivatives as either assets or liabilities in
the statement of financial position and measure those instruments at fair
value. SFAS No. 133, as amended, was adopted by the Plan on January 1,
2001 and did not have a material effect on the Plan's statement of net
assets available for plan benefits or statement of changes in net assets
available for plan benefits.
(4) FEDERAL INCOME TAXES
On December 7, 1995, the Plan secured a favorable determination as a
qualified plan under Section 401(a) of the Internal Revenue Code (IRC),
and that the trust created under the Plan is exempt from Federal income
tax under Section 501(a) of the IRC. This determination letter was
applicable for amendments adopted on March 17, 1995. The Plan has been
amended since March 17, 1995. However, the Company believes that the Plan
is designed and is currently being operated in compliance with the
applicable provisions of the IRC.
(5) PLAN EXPENSES
All costs and expenses, including transfer taxes and brokerage
commissions incurred in connection with the sale of stock of Union
Carbide Corp. or Praxair Inc. are deducted from the proceeds of such
sale. Similar costs and expenses incurred in connection with the sale or
purchase of stock in the GrafTech International Ltd. Common Stock Fund or
GrafTech International Ltd. Discounted Common Stock Fund are charged to
the applicable fund. For the years ended December 31, 2001 and 2002, the
Company paid all costs of administration and bore the expenses of
collecting and distributing amounts from and to the participants and of
keeping the records of the Plan, except for certain loan origination fees
and annual loan maintenance fees bore by the participants.
(6) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company reserves
the right to amend, modify, suspend or terminate the Plan. In the event
of Plan termination, participants would receive the full value of their
accounts.
(7) RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of
Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for only
those investments as defined by the Plan. Transactions in such
investments qualify as party-in-interest transactions, which are exempt
from the prohibited transactions rules.
10
(8) INVESTMENTS OF 5% OR MORE
Investments that represent 5% or more of the Plan's net assets at
December 31, 2001 and 2002 are as follows:
At December 31,
---------------
2001 2002
---- ----
Vanguard Retirement Savings Trust (UCAR
Stable Value Fund in 2001).................. $46,487,525 $58,441,980
Vanguard 500 Index Fund....................... 14,815,097 10,286,858
Vanguard PRIMECAP Fund........................ 10,924,758 6,408,033
Vanguard Value Index Fund..................... 8,256,995 5,944,090
GrafTech Common Stock Fund (UCAR
Common Stock Fund and UCAR Discounted
Stock Fund in 2001)......................... 7,005,105 5,374,462
Contracts with insurance companies (UCAR
Stable Value Fund in 2001).................. 6,452,174 -
During 2001and 2002, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
depreciated in value by 2,472,407 and $10,559,461, respectively, as
follows:
2001 2002
---- ----
Mutual funds $ (4,059,785) $ (7,107,138)
Common Stock funds 1,587,378 (3,452,323)
------------ -------------
$ (2,472,407) $ (10,559,461)
============ =============
(9) INVESTMENT CONTRACTS WITH INSURANCE COMPANIES WITHIN THE UCAR STABLE VALUE
FUND
The following is a summary of investments in contracts with insurance
companies at contract value within the UCAR Stable Value Fund at December
31, 2001 and 2002. Contract value represents original deposits under the
contract credited with actual earnings and charged for expenses and
withdrawals. There are no reserves against contract value for credit risk
of the contract issues or otherwise. Contract value approximates fair
value.
At December 31,
---------------
2001 2002
---- ----
John Hancock:
Contract No. GIC 8910, 6.95%, due 09/30/02..... 2,268,707 -
Combined Insurance Company of America:
Contract No. CG 1061, 6.45%, due 3/31/02....... 1,828,956 -
Sunamerica Life Insurance Co.:
Contract No. 4677, 6.56%, due 3/31/02.......... 1,441,674 -
Contract No. 4714, 7.12%, due 9/30/02.......... 912,837 -
---------- -------
Total contracts with insurance companies......... $6,452,174 $ -
========== =======
The crediting interest rates, shown above, are determined at the inception
of the contracts. The average yield for contracts with investment
companies was 6.7% for the year ended December 31, 2001.
11
At December 31, 2001, the remainder of the UCAR Stable Value Fund is
invested in the Vanguard Retirement Savings Trust. The amount in the
Vanguard Retirement Savings Trust is $46,487,525 at December 31, 2001.
(10) SUBSEQUENT EVENTS
Effective January 1, 2003 matching Company contributions are made in
GrafTech International Ltd. stock rather than cash.
As of April 1, 2003 certain employees previously participating in the
UCAR Carbon Retirement Plan and not covered by a collective bargaining
agreement became eligible to receive the Company's Employer Retirement
Contribution under the UCAR Carbon Savings Plan.
As of May 1, 2003 Columbia, Tennessee employees covered by a collective
bargaining agreement and as of August 1, 2003 Lawrenceburg, Tennessee
employees covered by a collective bargaining agreement became eligible to
receive the Company's Employer Retirement Contribution under the UCAR
Carbon Savings Plan. In addition, these employees can contribute 1% to 5%
of their compensation into the Plan as basic contributions. An additional
0.5% to 50% of employee compensation may be contributed as supplemental
contributions. Employee contributions are subject to applicable Internal
Revenue Code limitations. The Company contributes on behalf of each
participating employee an amount equal to 100% of the employee's basic
contributions up to 3% of pay and 50% of basic contributions up to
another 2% of pay.
* * * * *
12
UCAR CARBON SAVINGS PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2002
-----------------
Current
Description Value
-------------------------------------------------------------------------------- -------------
* Vanguard Retirement Savings Trust,
58,441,980 shares..................................................... $ 58,441,980
* Vanguard 500 Index Fund, 126,764 shares.................................... 10,286,858
* Vanguard PRIMECAP Fund, 165,754 shares..................................... 6,408,033
* Vanguard Value Index Fund, 405,740 shares.................................. 5,944,090
* Vanguard LifeStrategy Conservative Growth Fund, 257,025 shares............. 3,295,063
* Vanguard LifeStrategy Growth Fund, 94,843 shares........................... 1,361,942
* Vanguard LifeStrategy Moderate Growth Fund, 115,956 shares................. 1,608,310
* Janus Overseas Fund, 88,001 shares......................................... 1,345,530
* UAM: ICM Small Company Portfolio, 72,842 shares............................ 1,744,564
* Vanguard LifeStrategy Income Fund, 62,310 shares........................... 767,655
* GrafTech International Ltd. Common Stock, 931,449 shares, par value $.01 5,374,462
* Participant loans (4.75%-9.5%)............................................ 2,460,060
-------------
Total............................................................. $ 99,038,547
=============
* Represents party-in-interest.
13
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of
UCAR Carbon Savings Plan
Wilmington, Delaware
We have audited the accompanying statements of net assets available for benefits
of UCAR Carbon Savings Plan (the "Plan") as of December 31, 2002 and 2001, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plan's management. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
June 27, 2003
14
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
UCAR CARBON SAVINGS PLAN
Date: June 27, 2003 By:/s/ Corrado F. DeGasperis
---------------------- --------------------------------------
Corrado F. DeGasperis
Vice President, Chief Financial and Chief
Information Officer, GRAFTECH
INTERNATIONAL LTD. (Principal Financial
Officer and Principal Accounting Officer)
Chairman of the Savings Plan
Administrative Committee
15
EXHIBIT INDEX
Exhibit
No. Description
-------- -----------
23.1 Consent of Deloitte & Touche LLP.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
dated June 30, 2003.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
dated June 30, 2003.