UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2023
or
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-5828
Latrobe Company 401(k) Retirement Plan
(Full title of the plan)
CARPENTER TECHNOLOGY CORPORATION
(Name of issuer of the securities held pursuant to the plan)
1735 Market Street, 15th Floor
Philadelphia, Pennsylvania, 19103
(Address of principal executive office of the issuer)
Latrobe Company 401(k) Retirement Plan
Table of Contents
December 31, 2023 and 2022
| Page | |||||
| Reports of Independent Registered Public Accounting Firms | |||||
| Financial Statements: | |||||
Statements of Net Assets Available for Benefits as of December 31, 2023 and 2022 | |||||
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2023 | |||||
| Notes to Financial Statements | |||||
| Supplementary Information: | |||||
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2023 | |||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit/Finance Committee of Carpenter Technology Corporation,
Plan Administrator and Plan Participants of the Latrobe Company 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Latrobe Company 401(k) Retirement Plan (the Plan) as of December 31, 2023, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively referred to as the 2023 financial statements). In our opinion, the 2023 financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the Unites State of America.
Basis for Opinion on the 2023 Financial Statements
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's 2023 financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 2023 financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the 2023 financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 2023 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the 2023 financial statements. We believe that our audit provide a reasonable basis for our opinion.
1
2023 Supplemental Information
The supplemental information contained in the schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan's 2023 financial statements. The 2023 supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the 2023 financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the 2023 supplemental information. In forming our opinion on the 2023 supplemental information, we evaluated whether the 2023 supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the 2023 supplemental information is fairly stated, in all material respects, in relation to the 2023 financial statements as a whole.
Other Matter - Auditor's Report on the 2022 Financial Statements
The financial statements of the Latrobe Company 401(k) Retirement Plan as of December 31, 2022 were audited by predecessor auditors whose report dated June 27, 2023 expressed an unqualified opinion on the financial statements.
We have served as the Plan's auditor since 2024.
/s/ Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
June 21, 2024
2
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants of
Latrobe Company 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Latrobe Company 401(k) Retirement Plan (the Plan) as of December 31, 2022, and the related notes to financial statements (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Baker Tilly US, LLP
We served as the Plan's auditor from 2004 to 2023.
Allentown, Pennsylvania
June 27, 2023
3
Latrobe Company 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2023 and 2022
| Dollars in thousands | 2023 | 2022 | ||||||||||||
| Investments, at fair value | $ | 33,168 | $ | 26,964 | ||||||||||
| Investment, at contract value | 3,150 | 3,408 | ||||||||||||
| Total investments | 36,318 | 30,372 | ||||||||||||
| Notes receivable from participants | 632 | 628 | ||||||||||||
| Net assets available for benefits | $ | 36,950 | $ | 31,000 | ||||||||||
See accompanying notes to financial statements.
4
Latrobe Company 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2023
| Dollars in thousands | 2023 | |||||||
| Investment income: | ||||||||
| Appreciation in fair value of investments | $ | 5,699 | ||||||
| Interest in Carpenter Technology Master Trust Fund income | 192 | |||||||
| Dividends | 224 | |||||||
| Total investment income | 6,115 | |||||||
| Interest income from notes receivable from participants | 34 | |||||||
| Contributions: | ||||||||
| Participants | 1,757 | |||||||
| Participant rollovers | 240 | |||||||
| Employer | 453 | |||||||
| Total contributions | 2,450 | |||||||
| Benefits paid to participants | (2,623) | |||||||
| Administrative expenses | (21) | |||||||
| Net increase in net assets available for benefits | 5,955 | |||||||
| Transfers out | (5) | |||||||
| Net assets available for benefits, beginning of year | 31,000 | |||||||
| Net assets available for benefits, end of year | $ | 36,950 | ||||||
See accompanying notes to financial statements.
5
Table of Contents
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
1. Description of the Plan
The following description of the Latrobe Company 401(k) Retirement Plan (the "Plan") provides general information. A more complete description of the Plan's provisions can be found in the plan document, which is available to participants upon request from Latrobe Specialty Metals Company (the "Company") or Carpenter Technology Corporation (the "Plan Sponsor").
General
The Plan is a profit-sharing and stock bonus plan which covers substantially all union employees of the Company. These employees are eligible to participate after thirty consecutive days of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
Each year, participants may contribute up to 100% of annual compensation on a pre-tax basis, as defined by the plan document. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions, which are additional pre-tax contributions. Participants may also contribute amounts representing rollover distributions from other qualified benefit plans. Participant contributions to the Plan are recorded in the period that payroll deductions are made from the participants. The Plan includes an auto-enrollment provision whereby all new eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 4% of eligible compensation (3% prior to January 1, 2023). Deferrals will automatically increase by 1% annually and will continue to increase 1% annually until a maximum of 15%. The Company contributes an amount equal to 3% of each participant's base pay and a matching contribution of up to 3%, as defined by the plan document. Participants direct the investment of all contributions into various investment options offered by the Plan. Contributions are subject to certain Internal Revenue Service ("IRS") limitations.
Participant Accounts
Each participant's account is credited with the participant's contribution, the Company's contribution on behalf of the participant and an allocation of plan earnings or losses based on account balances, as defined. When applicable, participants are charged transaction fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
All contributions and plan earnings or losses thereon are immediately and fully vested and non-forfeitable.
6
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Notes Receivable from Participants
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 minus the amount of the highest outstanding loan balance on any plan loan during the preceding twelve months, or 50% of their vested account balance minus the current outstanding balance on any other plan loan. Terms range from one to five years for a general purpose loan, and one to ten years for a primary residence loan. The loans are secured by the balance in the participant's account and bear interest at rates that range from 4.25% to 9.50% and 4.25% to 8.00% at December 31, 2023 and 2022, respectively, which represent the Prime Rate on the last business day of the month preceding the month in which the loan was distributed plus 1%. Principal and interest are paid ratably through bi-weekly payroll deductions.
Payment of Benefits
Benefits paid to participants include participant withdrawals and participant distributions. Participant withdrawals are withdrawals taken while an active employee of the Company and include hardship withdrawals and non-hardship withdrawals, subject to certain restrictions as defined by the plan document. Upon termination of service due to death, disability, retirement, or other reasons, participants are eligible to receive a lump sum distribution. A participant may elect to defer such distribution provided the account balance is at least $5,000. A participant must take their first required minimum distribution ("RMD") in the year they reach age 72 (73 if they reach age 72 after December 31, 2022). The payment of benefits from the Carpenter Technology Stock Fund is made in shares of Carpenter Technology Corporation common stock or cash, at the participant's option. All other payments of benefits are made in cash.
Transfers
The Plan had transfers out of $5,000 representing a transfer to another qualified benefit plan of the Plan Sponsor as a result of a participant transfer between companies or other such event that would result in a change of plan eligibility.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual method of accounting.
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 assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
7
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Investment Valuation and Income Recognition
A portion of the Plan's assets are invested in fully benefit-responsive investment contracts through its investment in the Insight Investment Stable Value Fund within the Carpenter Technology Master Trust Fund ("Master Trust") and are reported at contract value. Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. See Note 4 for further discussion of the Master Trust investment.
All other investments are reported at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for further discussion of fair value measurements.
Purchases and sales of investments are recorded on a trade-date basis. Interest income within the Master Trust is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation and interest in Master Trust income include the gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Delinquent notes receivable are recorded as distributions based upon the terms of the plan document. No allowance for credit losses has been recorded as of December 31, 2023 and 2022.
Administrative Expenses
The Plan's assets are administered under a contract with The Vanguard Fiduciary Trust Company (the "Trustee"). The Trustee invests funds received from contributions, investment sales, interest and dividend income and makes benefit payments to participants. Transaction fees are paid by the participant. The administrative fees are netted against investment income in the Statement of Changes in Net Assets Available for Benefits. All other fees are paid by the Plan Sponsor and are excluded from these financial statements.
Payment of Benefits
Benefit payments to participants are recorded when paid.
8
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
3. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under authoritative guidance are described as follows:
Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access.
Level 2 Inputs: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Inputs: Unobservable inputs for the asset or liability.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2023 and 2022.
Registered investment companies - Valued at closing price reported on the active market on which the individual funds are traded. These funds are required to publish their daily net asset value ("NAV") and to transact at that price, and are considered to be actively traded.
Carpenter Technology Stock Fund held within the Master Trust - Valued at closing price of the Plan Sponsor's common stock as reported on the active market on which the securities are traded.
Short-term investment fund held within the Master Trust - Valued based on quoted market values reported on active markets on which the individual securities are traded.
Common collective trusts - Valued at the NAV of units of a collective trust. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities.
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
9
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2023 and 2022.
| Dollars in thousands | Fair Value Measurement Using Inputs Considered as | 2023 | 2022 | |||||||||||||||||
| Registered investment companies | Level 1 | $ | 10,372 | $ | 26,266 | |||||||||||||||
| Interest in Carpenter Technology Master Trust Fund | ||||||||||||||||||||
| Short-term investment fund | Level 1 | 126 | 85 | |||||||||||||||||
| Carpenter Technology Stock Fund | Level 1 | 204 | 167 | |||||||||||||||||
| Common collective trusts | (1) | 22,466 | 446 | |||||||||||||||||
| Total investments at fair value | $ | 33,168 | $ | 26,964 | ||||||||||||||||
(1) Investments that are measured at NAV or its equivalent per share as a practical expedient are excluded from the fair value hierarchy. The fair value presented herein permits reconciliation to the Statements of Net Assets Available for Benefits.
The following table represents the investments at fair value based on NAV per share as of December 31, 2023 and 2022.
| Dollars in thousands | 2023 | 2022 | Unfunded Commitments | Redemption Frequency | Redemption Notice Period | |||||||||||||||||||||||||||
Common collective trusts (1) | $ | 22,466 | $ | 446 | None | Daily | None | |||||||||||||||||||||||||
(1) The Plan invests in the following common collective trusts:
•Prudential Core Plus Bond Fund Collective Trust, which invests in investment-grade fixed income securities, and seeks to outperform the Barclays Capital U.S. Aggregate Bond Index, which broadly represents the performance of debt securities publicly traded in the U.S.
•Starting in 2023, the Vanguard Target Retirement Trust II Collective Trusts, which invest primarily in fixed-principal investments, and seeks stability of principal and current income consistent with a 2-4 year average maturity.
•Starting in 2023, the Aristotle Value Equity CIT B Fund, which invests primarily in U.S. headquartered companies that have a minimum market capitalization of $2 billion at the time of initial investment, and seeks to maximize long-term capital appreciation.
10
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
4. Investment in the Master Trust
The Master Trust is comprised of two funds – the Carpenter Technology Stock Fund and the Insight Investment Stable Value Fund.
Carpenter Technology Stock Fund - The Carpenter Technology Stock Fund holds investments in the common stock of the Plan Sponsor. These investments are reported at fair value.
Insight Investment Stable Value Fund - This fund holds investments in a short-term investment fund which is reported at fair value, as well as investments held in fully benefit-responsive guaranteed investment contracts ("GICs") which are reported at contract value. See Note 5 for further discussion of fully benefit-responsive GICs.
The Master Trust, which is administered by the Trustee, holds the investments of these funds for the Plan Sponsor's participating plans, which include the Plan and the Carpenter Technology 401(k) Retirement Plan. Use of the Master Trust permits the commingling of trust assets for investment and administrative purposes. Although the assets of each plan are commingled in the Master Trust, the Trustee maintains separate supporting records for the purpose of tracking the individual activity of each plan. The investments held in the Master Trust are accounted for at the plan level since the participating plans have a divided interest in assets held in the Master Trust.
The net assets of the Master Trust and the Plan's divided interest in the Master Trust as of December 31, 2023 and 2022 are as follows:
| 2023 | ||||||||||||||
| Dollars in thousands | Master Trust | Plan's Divided Interest | ||||||||||||
| Investments, at fair value: | ||||||||||||||
| Insight Investment Stable Value Fund | ||||||||||||||
| Short-term investment fund | $ | 1,869 | $ | 126 | ||||||||||
| Carpenter Technology Stock Fund | 25,020 | 204 | ||||||||||||
| Total investments at fair value | 26,889 | 330 | ||||||||||||
| Investments, at contract value: | ||||||||||||||
| Insight Investment Stable Value Fund | ||||||||||||||
| Fixed maturity synthetic GIC | 4,560 | 307 | ||||||||||||
| Constant duration synthetic GICs | 42,238 | 2,843 | ||||||||||||
| Total investments at contract value | 46,798 | 3,150 | ||||||||||||
| Net assets in Master Trust | $ | 73,687 | $ | 3,480 | ||||||||||
11
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
| 2022 | ||||||||||||||
| Dollars in thousands | Master Trust | Plan's Divided Interest | ||||||||||||
| Investments, at fair value: | ||||||||||||||
| Insight Investment Stable Value Fund | ||||||||||||||
| Short-term investment fund | $ | 1,250 | $ | 85 | ||||||||||
| Carpenter Technology Stock Fund | 18,557 | 167 | ||||||||||||
| Total investments at fair value | 19,807 | 252 | ||||||||||||
| Investments, at contract value: | ||||||||||||||
| Insight Investment Stable Value Fund | ||||||||||||||
| Fixed maturity synthetic GIC | 5,655 | 385 | ||||||||||||
| Constant duration synthetic GICs | 44,423 | 3,023 | ||||||||||||
| Total investments at contract value | 50,078 | 3,408 | ||||||||||||
| Net assets in Master Trust | $ | 69,885 | $ | 3,660 | ||||||||||
The change in the net assets of the Master Trust for the year ended December 31, 2023 was as follows:
| Dollars in thousands | ||||||||
| Investment income: | ||||||||
| Appreciation in fair value of investments | ||||||||
| Carpenter Technology Stock Fund | $ | 14,626 | ||||||
| Interest and dividends | ||||||||
| Insight Investment Stable Value Fund | 1,117 | |||||||
| Carpenter Technology Stock Fund | 325 | |||||||
| Total investment income | 16,068 | |||||||
| Net transfers out | (12,266) | |||||||
| Net increase in net assets available for benefits | 3,802 | |||||||
| Net assets available for benefits, beginning of year | 69,885 | |||||||
| Net assets available for benefits, end of year | $ | 73,687 | ||||||
12
Table of Contents
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
5. Fully Benefit-Responsive Investment Contracts
The Insight Investment Stable Value Fund within the Master Trust holds a portfolio of synthetic GICs. The Plan owns the underlying assets of the synthetic GICs. These contracts meet the fully benefit-responsive investment contract criteria and therefore are reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals and administrative expenses.
The synthetic GICs held by the Plan include wrapper contracts that provide a guarantee that the credit rate will not fall below 0%. Cash flow volatility (for example, timing of the benefit payments) as well as asset underperformance can be passed through to the Plan through adjustments to future contract crediting rates. Formulas are provided in each contract that adjust renewal crediting rates to recognize the difference between the fair value and the book value of the underlying assets. Crediting rates are reviewed periodically for resetting.
The Plan's ability to receive amounts due in accordance with fully benefit-responsive synthetic GICs is dependent on the third-party issuer's ability to meet its financial obligations. The issuer's ability to meet its contractual obligations may be affected by future economic and regulatory developments.
Certain events might limit the ability of the Plan to transact at contract value with the contract issuer. These events may be different under each contract. Examples of such events include the following: (1) the Plan's failure to qualify under Section 401(a) of the Internal Revenue Code ("IRC") or the failure of the trust to be tax-exempt under Section 501(a) of the IRC, (2) premature termination of the contracts, (3) plan termination or merger into an unaffiliated plan, (4) changes to the Plan's prohibition on competing investment options, and (5) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spinoffs of a subsidiary) that significantly affect the Plan's normal operations.
No events are probable of occurring that might limit the ability of the Plan to transact at contract value with the contract issuers and that also would limit the ability of the Plan to transact at contract value with the participants.
In addition, certain events allow the issuer to terminate the contracts with the Plan and settle at an amount different from contract value. Those events may be different under each contract. Examples of such events include the following: (1) an uncured violation of the Plan's investment guidelines, (2) a breach of material obligation under the contract, (3) a material misrepresentation, and (4) a material amendment to the agreements without the consent of the issuer.
13
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
6. Related Party and Party-in-Interest Transactions
The Plan issues loans to participants, which are secured by the participants' account balances. These transactions qualify as party-in-interest.
Certain of the Plan's investments are managed by the Trustee, and therefore, these transactions qualify as party-in-interest transactions.
The Carpenter Technology Stock Fund held in the Master Trust at December 31, 2023 and 2022 is invested in shares of the Plan Sponsor, therefore these transactions qualify as related party and party-in-interest transactions. In addition, total purchases and sales in 2023, at market value, were $36,371 and $114,631, respectively. The Plan's interest in the Carpenter Technology Stock Fund included 2,877 and 4,506 of equivalent shares with a share price of $70.80 and $36.94 as of December 31, 2023 and 2022, respectively.
Certain administrative functions of the Plan are performed by officers or employees of the Company or Plan Sponsor. No such officer or employee receives compensation from the Plan.
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will remain fully vested in their accounts.
8. Tax Status
The IRS has determined and informed the Company by a letter dated October 10, 2017 that the Plan and related trust are designed in compliance with Section 401(a) of the IRC. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and therefore believes that the Plan is qualified and the related trust is tax exempt.
Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2020.
14
Latrobe Company 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
9. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
15
| Latrobe Company 401(k) Retirement Plan | ||||||||
| Schedule of Assets (Held at End of Year) | EIN: 23-0458500 | ||||
| Form 5500 - Schedule H - Line 4(i) | PN: 019 | ||||
| December 31, 2023 | |||||
| (a) | (b) | (c) | (e) | ||||||||
| Identity of Issue, Borrower, Lessor or Similar Party | Description of Investment, including Maturity Date, Interest Rate, Collateral, Par or Maturity Value | Current Value | |||||||||
| Registered Investment Companies: | |||||||||||
| American Funds | American Funds EuroPacific Growth Fund; Class R-6 | $ | 1,755,055 | ||||||||
| * | Vanguard | Vanguard Institutional Index Fund Institutional Plus Shares | 3,318,232 | ||||||||
| * | Vanguard | Vanguard Mid-Cap Index Fund; Institutional Shares | 421,969 | ||||||||
| * | Vanguard | Vanguard Small-Cap Index Fund; Institutional Shares | 303,094 | ||||||||
| * | Vanguard | Vanguard Total Bond Market Index Fund; Institutional Shares | 454,332 | ||||||||
| * | Vanguard | Vanguard Total International Stock Index Fund; Institutional Shares | 147,950 | ||||||||
| * | Vanguard | Vanguard Treasury Money Market Fund | 347,766 | ||||||||
| Wasatch Computer Tech | Wasatch Core Growth Fund; Institutional Class | 3,623,621 | |||||||||
| Total Registered Investment Companies | 10,372,019 | ||||||||||
| Common Collective Trust: | |||||||||||
| Prudential Trust Company | Prudential Core Plus Bond Fund Collective Trust; Class 6 | 452,753 | |||||||||
| Aristotle Capital Mgmt | Aristotle Value Equity CIT; B | 5,057,721 | |||||||||
| * | Vanguard | Vanguard Target Retirement 2020 Trust II | 1,854,314 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2025 Trust II | 1,929,132 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2030 Trust II | 4,838,971 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2035 Trust II | 1,338,260 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2040 Trust II | 2,607,801 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2045 Trust II | 706,689 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2050 Trust II | 1,332,378 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2055 Trust II | 956,381 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2060 Trust II | 707,852 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2065 Trust II | 130,782 | ||||||||
| * | Vanguard | Vanguard Target Retirement 2070 Trust II | 37,959 | ||||||||
| * | Vanguard | Vanguard Target Retirement Income Trust II | 515,465 | ||||||||
| Total Common Collective Trusts | 22,466,458 | ||||||||||
| * | Participant Loans | Loans to Participants - Interest rate range 4.25% - 9.50% | 632,427 | ||||||||
| Total | $ | 33,470,904 | |||||||||
| Cost information not included, as all investments are participant-directed. | |||||||||||
| The investment in the Interest in Carpenter Technology Master Trust Fund has been excluded from this schedule. | |||||||||||
| * indicates Party-in-Interest | |||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Carpenter Technology Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Latrobe Company 401(k) Retirement Plan | |||||||||||
| (Name of Plan) | |||||||||||
| June 21, 2024 | /s/ Timothy Lain | ||||||||||
| Timothy Lain | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
(Principal Financial Officer) | |||||||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (Schneider Downs & Co., Inc.) | |||||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Baker Tilly US, LLP) | |||||||
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