SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO ------ ------ COMMISSION FILE NUMBER 0-12345 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN & TRUST B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: STILLWATER MINING COMPANY 536 EAST PIKE AVENUE COLUMBUS, MT 59019 REQUIRED INFORMATION 1. Financial statements filed as a part of this annual report: Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust - Financial Statements and Schedules, December 31, 2001 and 2000 (With Independent Auditor's Report Thereon), including the Statements of Net Assets Available For Benefits as of December 31, 2001 and 2000, the Statement of Changes in Net Assets Available For Benefits for the Year ended December 31, 2001, and Notes to Financial Statements for the Years Ended December 31, 2001 and 2000, together with Supplemental Schedules of Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2001 and Schedule G, Part III - Schedule of Nonexempt Transactions Year ended December 31, 2001. 2. Exhibit filed as part of this annual report: Exhibit 23 - Consent of KPMG LLP, Independent Auditors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST November 4, 2002 /s/ James A. Sabala - ---------------- ------------------------------------------ Date James A. Sabala Vice President and Chief Financial Officer CERTIFICATION OF FORM 11-K OF STILLWATER MINING COMPANY BARGAINING UNIT 401(k) PLAN AND TRUST FOR THE YEAR ENDED DECEMBER 31, 2001 1. The undersigned are the Chairman and Chief Executive Officer and the Vice President and Chief Financial Officer of Stillwater Mining Company. This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Form 11-K of the Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust for the year ended December 31, 2001. 2. We certify that such Form 11-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 11-K fairly presents, in all material respects, the net assets available for benefits as of December 31, 2001 and the changes in net assets available for benefits for the year then ended. This Certification is executed as of November 4, 2002. /s/ Francis R. McAllister ---------------------------------------------- Francis R. McAllister Chairman and Chief Executive Officer /s/ James A. Sabala ---------------------------------------------- James A. Sabala Vice President and Chief Financial Officer STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Financial Statements and Schedules December 31, 2001 and 2000 (With Independent Auditors' Report Thereon) STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST TABLE OF CONTENTS Independent Auditors' Report Statements of Net Assets Available for Benefits - December 31, 2001 and 2000 Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 2001 Notes to Financial Statements <Table> <Caption> Schedule Schedule H, line 4i -- Schedule of Assets (Held at End of Year) December 31, 2001.........................1 Schedule G, Part III -- Schedule of Nonexempt Transactions -- Year ended December 31, 2001................2 </Table> KPMG LLP P.O. Box 7108 401 N. 31st Street Billings, MT 59103 INDEPENDENT AUDITORS' REPORT To the Administrator of the Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust: We have audited the accompanying statements of net assets available for benefits of Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust (the "Plan") as of December 31, 2001 and 2000 and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Schedule H, line 4i -- schedule of assets (held at end of year) as of December 31, 2001 and Schedule G, Part III -- schedule of nonexempt transactions for the year ended December 31, 2001 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Billings, Montana July 23, 2002 STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Statements of Net Assets Available for Benefits December 31, 2001 and 2000 <Table> <Caption> 2001 2000 --------------- --------------- Assets: Cash $ -- 3,716 Investments, at fair value (note 3): Common stock 918,354 1,347,104 Mutual funds 14,673,563 12,120,160 Common/collective trust fund 702,984 -- Participant loans 1,310,129 1,328,697 --------------- --------------- Total investments 17,605,030 14,795,961 Receivables: Employer contributions 259,754 75,212 Participant contributions and loan repayments 366,493 114,581 --------------- --------------- Total receivables 626,247 189,793 --------------- --------------- Net assets available for benefits $ 18,231,277 14,989,470 =============== =============== </Table> See accompanying notes to financial statements. STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 <Table> Additions to net assets attributed to: Investment income: Interest and dividends $ 367,507 Interest income on participant loans 98,974 ------------- Total investment income 466,481 ============= Contributions: Employer contributions 2,616,377 Participant contributions 3,315,935 Participant rollovers 655,061 ------------- Total additions 7,053,854 Deductions from net assets attributed to: Net depreciation in fair value of investments 2,439,769 Distributions and withdrawals 1,316,971 Administrative expenses 55,307 ------------- Total deductions 3,812,047 Net increase 3,241,807 Net assets available for benefits: Beginning of year 14,989,470 ------------- End of year $ 18,231,277 ============= </Table> See accompanying notes to financial statements. STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2001 and 2000 (1) DESCRIPTION OF THE PLAN On October 1, 1996, Stillwater Mining Company (the "Company") established the Stillwater Mining Company Bargaining Unit 401(k) Plan and trust (the "Plan") for union employees. The following description of the Plan provides general information only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. (a) GENERAL The Plan is a defined contribution plan covering all union employees of the Company, as defined in the Plan document, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Employees are eligible to participate in the Plan at the beginning of the month following the employee's date of hire. (b) PLAN AND TRUST ADMINISTRATION The administration of the Plan is the responsibility of the Company. The assets of the Plan are maintained in a trust fund that is administered under a trust agreement with Smith Barney Corporate Trust Company (the "Trustee"). (c) CONTRIBUTIONS Each participant has the option to make pre-tax "elective deferral contributions" to the Plan of not less than 1% nor more than 10% of eligible compensation as defined by the Plan agreement. The Company contributes an amount equal to 200% of each participant's elective deferral contribution, up to 3% of the participant's compensation for the contribution period. Each participant also has the option to make after-tax contributions to the Plan of not less than 1% nor more than 10% of eligible compensation. The Company may make annual discretionary profit sharing contributions during each Plan year. Profit sharing contributions will be allocated to participants based on the ratio of each participant's eligible compensation to the total compensation paid to all eligible participants for the Plan year. There were no discretionary contributions during the year ended December 31, 2001. Participant rollovers include transfers of $80,573 from the Stillwater Mining Company 401(k) Plan and Trust for the year ended December 31, 2001. (d) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocation of (a) the Company's matching contribution, (b) Plan earnings and losses, and (c) discretionary contributions by the Company. Allocations of Plan earnings and losses are based on individual participant account balances in relation to the total of all participant account balances. 1 (continued) STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2001 and 2000 (e) VESTING Participants are at all times fully vested in their voluntary contributions plus actual earnings thereon. Vesting in employer contributions is based on years of continuous service. Participants become 100 percent vested after three years of service. (f) PARTICIPANT LOANS Participant loans shall not exceed the lesser of: (a) $50,000 reduced by the excess of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made; or (b) 50% of the participant's vested balance. Participant loans bear an interest rate comparable to the rate charged by commercial lenders in the geographical area for similar loans. All participant loans must be repaid within five years, unless the loan is utilized by the participant for the purchase of a principal residence, in which case the term of the loan must be repaid over a reasonable period of time, not to exceed ten years. Interest rates on the participant loans outstanding at December 31, 2001 ranged from 6.75% to 10.00%. (g) PAYMENT OF BENEFITS Upon termination, retirement or death, participants or their beneficiaries may elect to receive an amount equal to the vested value of his or her account in either a lump-sum amount or in installments determined by the participant or their beneficiary. Distributions and withdrawals include $436,792 of transfers to the Stillwater Mining Company 401(k) Plan and Trust for the year ended December 31, 2001. (h) FORFEITURES Forfeitures of terminated participants' non-vested accounts are retained in the Plan and used first to pay administrative expenses and then to reduce future employer matching contributions. At December 31, 2001 and 2000, forfeited nonvested accounts totaled $123,413 and $88,817, respectively. During 2001 and 2000, $72,608 and $56,594, respectively, of employer matching contributions were forfeited by employees who terminated before those amounts became vested. The amount of forfeitures used to pay administrative expenses in 2001 totalled $41,457. (2) SUMMARY OF ACCOUNTING POLICIES (a) BASIS OF ACCOUNTING The Plan's financial statements are prepared using the accrual method of accounting. (b) APPRECIATION (DEPRECIATION) OF INVESTMENTS The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments. 2 (continued) STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2001 and 2000 (c) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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. (d) RISKS AND UNCERTAINTIES The Plan may invest in various types of 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 the amounts reported in the statement of net assets available for plan benefits. (e) INVESTMENT VALUATION AND INCOME RECOGNITION Plan investments are valued at fair value based on the market value or share price at the end of the year. Purchases and sales of investments are recorded on the trade date. Dividends are recorded as of the ex-dividend date. Interest income is recorded on the accrual basis. Participant loans are valued at principal amount, which approximates fair value. The carrying amounts approximate fair value because of the short maturity of those instruments and the rates of interest associated with payments under the agreements approximate the current borrowing rates available to participants for agreements with similar characteristics. Interest income is recorded on the accrual basis. (f) CASH As of December 31, 2000, the Plan had cash which was restricted for the purchase of common stock. (g) EXPENSES OF THE PLAN The Company may reimburse expenses incurred in the administration of the Plan at its discretion. Substantially all expenses are paid by the Company. (h) PAYMENT OF BENEFITS Benefits are recorded when paid. 3 (continued) STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2001 and 2000 (3) INVESTMENTS The following table presents the fair values of investments that represent 5 percent or more of the Plan's net assets as determined by quoted market prices as of December 31: <Table> <Caption> 2001 2000 ----------------------------------- ----------------------------------- NUMBER OF NUMBER OF SHARES, UNITS SHARES, UNITS OR LOANS FAIR VALUE OR LOANS FAIR VALUE ---------------- ---------------- ---------------- ---------------- Stillwater Mining Company Stock -- Common Stock 49,718 $ 918,354 34,305 $ 1,347,104 Mutual Funds: Smith Barney Government Portfolio 2,715,598 2,715,598 2,419,291 2,419,291 Dreyfus Premier Core Value Fund 65,415 1,872,823 42,305 1,308,508 Janus Twenty Fund 48,543 1,867,250 15,251 835,757 Scudder International Fund 31,464 1,153,471 22,604 1,137,208 Royce Premier Fund Participant loans 106,111 1,118,409 93,192 916,080 Participant loans 240 1,310,129 121 1,328,697 ---------------- ---------------- 10,956,034 9,292,645 Other investments less than 5% of the Plan's net assets 6,648,996 5,503,316 ---------------- ---------------- $ 17,605,030 $ 14,795,961 ================ ================ </Table> During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $2,439,769 as follows: <Table> Common Stock $ 763,581 Mutual Funds 1,676,188 ------------- $ 2,439,769 ============= </Table> (4) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right. (5) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by subsidiaries of Citigroup Inc. Smith Barney Corporate Trust Company, the trustee as defined by the Plan, is also a subsidiary of Citigroup Inc. and, therefore, these transactions qualify as party-in-interest transactions. Administrative fees paid by the Plan to CitiStreet Associates, LLC, the recordkeeper, amounted to $55,307 for the year ended December 31, 2001. (6) TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated June 4, 1997 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan 4 (continued) STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2001 and 2000 administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (7) NONEXEMPT TRANSACTIONS There was an unintentional delay by the Company in submitting contributions in the aggregate amount of $32,519 to the Trustee during 2001 due to employee bonus compensation that was erroneously omitted from 401(k) eligible wages. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $4,975 in 2002. There were unintentional delays by the Company in submitting certain 2001 contributions in the aggregate amount of $15,546 to the Trustee due to a computer program error. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $1,239 in 2002. There were two unintentional delays by the Company in submitting contributions in the aggregate amount of $58,517 to the Trustee during 2000. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $1,784 in 2001. There were unintentional delays by the Company in submitting certain 2000 contributions in the aggregate amount of $5,720 to the Trustee due to a computer program error. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $1,314 in 2001. There was an unintentional delay by the Company in submitting certain contributions in the aggregate amount of $137,886 to the Trustee during 1999. The Company reimbursed the Plan for lost investment income in the amount of $4,214 in 2001. (8) SUBSEQUENT EVENTS In November 2001, the Company resolved to provide that employer contributions may be made in common stock of the Company, effective January 1, 2002. No stock contributions were made in 2001. Effective January 1, 2002, the Plan was amended to change allowable participant pre-tax "elective deferral contributions" to the plan from "not less than 1% nor more than 10%" of eligible compensation as defined by the Plan agreement to "not less than 1% nor more than 20%." Company contributions were also changed from 200% of each participant's elective deferral contribution, up to 3% of the participant's compensation for the contribution period, to 100% of each participant's elective deferral contribution, up to 6% of the participant's compensation for the contribution period. 5 (continued) SCHEDULE 1 STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2001 <Table> <Caption> (a) (b) IDENTITY OF ISSUE, (c) DESCRIPTION OF INVESTMENT INCLUDING BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, COLLATERAL, (d) NUMBER OF (e) CURRENT OR SIMILAR PARTS' PAR OR MATURITY VALUE UNITS VALUE - ------ --------------------- -------------------------------------------- ------------- ------------ * Smith Barney Asset Management (Trustee affiliate) Smith Barney Government Portfolio 2,715,598 $ 2,715,598 Dreyfus Corp. Dreyfus Premier Core Value Fund 65,415 1,872,823 Janus Capital Corp. Janus Twenty Fund 48,543 1,867,250 * Participant Loans Interest rates ranging from 6.75% 240 1,310,129 to 10% Scudder Scudder International Fund 31,464 1,153,471 Quest Advisory Corp. Royce Premier Fund 106,111 1,118,409 * Stillwater Mining Company (Plan Stillwater Mining Company Stock - 49,718 918,354 Sponsor) Common Stock Baron Management Baron Asset Fund 18,308 813,977 Janus Capital Corp. Janus Fund 29,777 732,548 Dreyfus Corp. Dreyfus Appreciation Fund 19,139 727,678 Union Bond & Trust Co. MCM Stable Asset Fund 57,086 702,984 Strong Capital Management Strong Government Securities Fund 64,927 700,564 Janus Capital Corp. Janus Enterprise Fund 17,774 567,607 Dreyfus Corp. Dreyfus Emerging Markets 42,615 483,256 Dreyfus Corp. Dreyfus Founders Discovery Fund 16,513 469,799 * Smith Barney Asset Management (Trustee affiliate) Smith Barney S&P 500 Index Fund 39,058 454,634 Warburg Pincus Warburg Pincus Fixed Income Fund 29,562 289,476 American Century/Benham American Century Income & Growth 10,268 280,834 Fund - Investor Lexington Management Corp. Lexington GNMA Income Fund 22,891 197,780 Wasatch Advisors, Inc. Wasatch Mid-Cap Fund 3,603 87,197 INVESCO Funds Group Inc. INVESCO Select Income Fund 14,583 78,455 INVESCO Funds Group Inc. INVESCO High Yield Fund 17,043 62,207 ------------ $ 17,605,030 ============ </Table> * Party-in-interest to the Plan. See accompanying independent auditors' report. SCHEDULE 2 STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN AND TRUST Schedule G, Part III - Schedule of Nonexempt Transactions Year ended December 31, 2001 <Table> <Caption> (c) Description of transactions including (b) Relationship to maturity date, rate (a) Identity of party plan, employer or of interest, involved other collateral par or (d) Purchase (e) Selling (f) Lease party-in-interest maturity value price price rental - --------------------------- --------------------- ------------------------ ------------- --------------- --------------- Stillwater Mining Company Plan Sponsor Certain 2001 employee -- -- -- deferrals not deposited to the Plan in a timely manner. (1) Stillwater Mining Company Plan Sponsor Certain 2001 employee -- -- -- deferrals not deposited to the Plan in a timely manner. (2) Stillwater Mining Company Plan Sponsor Certain 2000 employee -- -- -- deferrals not deposited to the Plan in a timely manner. (3) Stillwater Mining Company Plan Sponsor Certain 2000 employee -- -- -- deferrals and employer contributions not deposited to the Plan in a timely manner. (4) Stillwater Mining Company Plan Sponsor Certain 1999 employee -- -- -- deferrals not deposited to the Plan in a timely manner. (5) <Caption> (g) Expenses (j) Net gain (a) Identity of party incurred in or involved connection with (h) Cost of (i) Current loss on each transaction asset value of asset transaction - --------------------------- --------------- ----------------- --------------- -------------- Stillwater Mining Company -- $ 4,975 -- -- Stillwater Mining Company -- 1,239 -- -- Stillwater Mining Company -- 1,784 -- -- Stillwater Mining Company -- 1,314 -- -- Stillwater Mining Company -- 4,214 -- -- </Table> (1) There was an unintentional delay by the Company in submitting contributions in the aggregate amount of $32,519 to the Trustee during 2001 due to employee bonus compensation that was erroneously omitted from 401(k) eligible wages. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $4,975 in 2002. (2) There were unintentional delays by the Company in submitting certain 2001 contributions in the aggregate amount of $15,546 so the Trustee due to a computer program error. The Company remitted the contribution and reimbursed the Plan for lost investment income in the amount of $1,239 in 2002. (3) There were two unintentional delays by the Company in submitting contributions in the aggregate amount of $58,5l7 to the Trustee during 2000. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $1,784 in 2001. (4) There were unintentional delays by the Company in submitting certain 2000 contributions in the amount of $5,720 to the Trustee due to a computer program error. The Company remitted the contributions and reimbursed the Plan for lost investment income in the amount of $1,314 in 2001. (5) There was an unintentional delay by the Company in submitting certain contributions in the aggregate amount of $137,886 to the Trustee during 1999. The Company reimbursed the Plan for lost investment income in the amount of $4,214 in 200l. See accompanying independent auditors' report. STILLWATER MINING COMPANY EXHIBIT INDEX <Table> <Caption> Exhibit Document ------- -------- 23 Consent of KPMG LLP, Independent Auditors. </Table>