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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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23-0458500
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P.O. Box 14662
Reading, Pennsylvania
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19610
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer:
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x
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Accelerated filer:
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o
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Non-accelerated filer:
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company:
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o
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March 31,
2015 |
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June 30,
2014 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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29.4
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$
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120.0
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Accounts receivable, net
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318.9
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339.6
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Inventories
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710.7
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699.2
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Deferred income taxes
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16.7
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—
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Other current assets
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43.0
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35.7
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Total current assets
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1,118.7
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1,194.5
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Property, plant and equipment, net
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1,403.6
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1,407.0
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Goodwill
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257.3
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257.7
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Other intangibles, net
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73.5
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80.6
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Other assets
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114.3
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117.7
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Total assets
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$
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2,967.4
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$
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3,057.5
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LIABILITIES
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Current liabilities:
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Accounts payable
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$
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178.3
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$
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278.1
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Accrued liabilities
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144.3
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148.0
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Deferred income taxes
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—
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4.5
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Total current liabilities
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322.6
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430.6
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Long-term debt
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609.8
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604.3
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Accrued pension liabilities
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228.9
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203.4
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Accrued postretirement benefits
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160.2
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163.2
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Deferred income taxes
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182.8
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110.7
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Other liabilities
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63.3
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41.0
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Total liabilities
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1,567.6
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1,553.2
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Contingencies and commitments (see Note 8)
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STOCKHOLDERS’ EQUITY
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Common stock — authorized 100,000,000 shares; issued 55,233,807 shares at March 31, 2015 and 55,161,875 shares at June 30, 2014; outstanding 51,886,740 shares at March 31, 2015 and 53,137,144 shares at June 30, 2014
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276.2
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275.8
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Capital in excess of par value
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265.1
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263.5
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Reinvested earnings
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1,319.0
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1,311.6
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Common stock in treasury (3,347,067 shares and 2,024,731 shares at March 31, 2015 and June 30, 2014, respectively), at cost
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(157.6
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)
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(101.4
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)
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Accumulated other comprehensive loss
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(302.9
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)
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(245.2
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)
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Total equity
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1,399.8
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1,504.3
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Total liabilities and equity
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$
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2,967.4
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$
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3,057.5
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
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2015
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2014
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2015
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|
2014
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||||||||
Net (loss) income
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$
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(1.4
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)
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$
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30.6
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$
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36.2
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$
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94.7
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Other comprehensive (loss) income, net of tax
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Pension and postretirement benefits, net of tax of $(1.8), $(2.2), $(5.5) and $(6.4), respectively
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3.0
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3.7
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8.9
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11.2
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Net (loss) gain on derivative instruments, net of tax of $8.0, $(12.3), $23.4 and $(15.9), respectively
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(13.2
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)
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20.5
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(38.7
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)
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26.5
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Unrealized gain on marketable securities, net of tax of $0.0, $0.0, $0.0 and $0.0, respectively
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—
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—
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—
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0.1
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Foreign currency translation
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(9.9
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)
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(1.0
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(27.9
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)
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3.9
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Other comprehensive (loss) income
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(20.1
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)
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23.2
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(57.7
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)
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41.7
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Comprehensive (loss) income
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$
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(21.5
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)
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$
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53.8
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$
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(21.5
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)
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$
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136.4
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Nine Months Ended
March 31, |
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2015
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2014
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OPERATING ACTIVITIES
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Net income
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$
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36.2
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$
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94.7
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Adjustments to reconcile net income to net cash provided from operating activities:
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Depreciation and amortization
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91.2
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80.9
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Non-cash restructuring and asset impairment charges
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6.3
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—
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Deferred income taxes
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68.4
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2.0
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Net pension expense
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34.6
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43.0
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Payments from qualified pension plan associated with restructuring charges
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7.6
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—
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Stock-based compensation expense
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6.8
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9.0
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Net loss on disposal of property and equipment
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0.8
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0.5
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Changes in working capital and other:
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Accounts receivable
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6.6
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30.0
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Inventories
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(18.4
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)
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(60.6
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)
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Other current assets
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(12.0
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(6.4
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Accounts payable
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(42.3
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)
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0.5
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Accrued liabilities
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(22.7
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)
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(31.4
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)
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Pension plan contributions
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(5.5
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)
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(4.6
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)
|
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Other postretirement plan contributions
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(10.2
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)
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(9.8
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)
|
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Other, net
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1.0
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(3.8
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)
|
||
Net cash provided from operating activities
|
148.4
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144.0
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INVESTING ACTIVITIES
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Purchases of property, equipment and software
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(152.3
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)
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|
(298.2
|
)
|
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Proceeds from disposals of property and equipment
|
0.2
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0.3
|
|
||
Net cash used for investing activities
|
(152.1
|
)
|
|
(297.9
|
)
|
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FINANCING ACTIVITIES
|
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Dividends paid
|
(28.8
|
)
|
|
(28.8
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)
|
||
Purchase of treasury stock
|
(60.3
|
)
|
|
—
|
|
||
Tax benefits on share-based compensation
|
0.6
|
|
|
2.2
|
|
||
Proceeds from stock options exercised
|
2.3
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|
|
6.8
|
|
||
Net cash used for financing activities
|
(86.2
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)
|
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(19.8
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.7
|
)
|
|
1.5
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|
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DECREASE IN CASH AND CASH EQUIVALENTS
|
(90.6
|
)
|
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(172.2
|
)
|
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Cash and cash equivalents at beginning of period
|
120.0
|
|
|
257.5
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|
||
Cash and cash equivalents at end of period
|
$
|
29.4
|
|
|
$
|
85.3
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
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Non-cash investing activities:
|
|
|
|
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|
||
Acquisition of property, equipment and software
|
$
|
9.3
|
|
|
$
|
41.2
|
|
Non-cash financing activities:
|
|
|
|
||||
Seller-financed debt related to the purchase of software
|
$
|
4.9
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Equity
|
||||||||||||||
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Par Value Of $5
|
|
Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
Balances at June 30, 2014
|
$
|
275.8
|
|
|
$
|
263.5
|
|
|
$
|
1,311.6
|
|
|
$
|
(101.4
|
)
|
|
$
|
(245.2
|
)
|
|
$
|
1,504.3
|
|
Net income
|
|
|
|
|
|
|
36.2
|
|
|
|
|
|
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|
|
36.2
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
8.9
|
|
|
8.9
|
|
||||||
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.7
|
)
|
|
(38.7
|
)
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
(27.9
|
)
|
|
(27.9
|
)
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Common @ $0.54 per share
|
|
|
|
|
|
|
(28.8
|
)
|
|
|
|
|
|
|
|
(28.8
|
)
|
||||||
Purchase of treasury stock
|
|
|
|
|
|
|
(60.3
|
)
|
|
|
|
(60.3
|
)
|
||||||||||
Share-based compensation plans
|
|
|
|
(0.9
|
)
|
|
|
|
|
4.1
|
|
|
|
|
|
3.2
|
|
||||||
Stock options exercised
|
0.4
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
||||||
Tax windfall on share-based compensation
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
||||||
Balances at March 31, 2015
|
$
|
276.2
|
|
|
$
|
265.1
|
|
|
$
|
1,319.0
|
|
|
$
|
(157.6
|
)
|
|
$
|
(302.9
|
)
|
|
$
|
1,399.8
|
|
|
Common Stock
|
|
Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Equity
|
||||||||||||||
|
Par Value Of $5
|
|
Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
Balances at June 30, 2013
|
$
|
274.6
|
|
|
$
|
254.4
|
|
|
$
|
1,217.3
|
|
|
$
|
(107.5
|
)
|
|
$
|
(335.7
|
)
|
|
$
|
1,303.1
|
|
Net income
|
|
|
|
|
|
|
94.7
|
|
|
|
|
|
|
|
|
94.7
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
11.2
|
|
|
11.2
|
|
||||||
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
26.5
|
|
|
26.5
|
|
||||||
Unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
|
3.9
|
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common @ $0.54 per share
|
|
|
|
|
|
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(28.8
|
)
|
|
|
|
|
|
|
|
(28.8
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)
|
||||||
Share-based compensation plans
|
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1.2
|
|
|
|
|
|
4.4
|
|
|
|
|
|
5.6
|
|
||||||
Stock options exercised
|
1.2
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
6.8
|
|
||||||
Tax windfall on share-based compensation
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
||||||
Balances at March 31, 2014
|
$
|
275.8
|
|
|
$
|
263.4
|
|
|
$
|
1,283.2
|
|
|
$
|
(103.1
|
)
|
|
$
|
(294.0
|
)
|
|
$
|
1,425.3
|
|
1.
|
Basis of Presentation
|
2.
|
Restructuring Charges
|
3.
|
Earnings Per Common Share
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
(in millions, except per share data)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (loss) income
|
|
$
|
(1.4
|
)
|
|
$
|
30.6
|
|
|
$
|
36.2
|
|
|
$
|
94.7
|
|
Less: earnings and dividends allocated to participating securities
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
(Loss) earnings available for Carpenter common stockholders used in calculation of basic earnings per share
|
|
$
|
(1.4
|
)
|
|
$
|
30.5
|
|
|
$
|
36.2
|
|
|
$
|
94.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
|
52.6
|
|
|
53.3
|
|
|
53.2
|
|
|
53.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per common share
|
|
$
|
(0.03
|
)
|
|
$
|
0.57
|
|
|
$
|
0.68
|
|
|
$
|
1.77
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
|
$
|
(1.4
|
)
|
|
$
|
30.6
|
|
|
$
|
36.2
|
|
|
$
|
94.7
|
|
Less: earnings and dividends allocated to participating securities
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
(Loss) earnings available for Carpenter common stockholders used in calculation of diluted earnings per share
|
|
$
|
(1.4
|
)
|
|
$
|
30.5
|
|
|
$
|
36.2
|
|
|
$
|
94.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
|
52.6
|
|
|
53.3
|
|
|
53.2
|
|
|
53.2
|
|
||||
Effect of shares issuable under share-based compensation plans
|
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
||||
Weighted average number of common shares outstanding, diluted
|
|
52.6
|
|
|
53.7
|
|
|
53.3
|
|
|
53.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) earnings per common share
|
|
$
|
(0.03
|
)
|
|
$
|
0.57
|
|
|
$
|
0.68
|
|
|
$
|
1.76
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Stock options
|
|
1.1
|
|
|
0.1
|
|
|
0.7
|
|
|
0.1
|
|
4.
|
Inventories
|
($ in millions)
|
|
March 31,
2015 |
|
June 30,
2014 |
||||
Raw materials and supplies
|
|
$
|
143.0
|
|
|
$
|
122.3
|
|
Work in process
|
|
368.2
|
|
|
393.9
|
|
||
Finished and purchased products
|
|
199.5
|
|
|
183.0
|
|
||
Total inventory
|
|
$
|
710.7
|
|
|
$
|
699.2
|
|
5.
|
Accrued Liabilities
|
($ in millions)
|
|
March 31,
2015 |
|
June 30,
2014 |
||||
Accrued compensation and benefits
|
|
$
|
46.5
|
|
|
$
|
49.8
|
|
Derivative financial instruments
|
|
35.2
|
|
|
4.7
|
|
||
Accrued postretirement benefits
|
|
15.5
|
|
|
15.5
|
|
||
Accrued pension liabilities
|
|
6.5
|
|
|
19.3
|
|
||
Accrued interest expense
|
|
5.6
|
|
|
11.2
|
|
||
Accrued income taxes
|
|
—
|
|
|
8.4
|
|
||
Other
|
|
35.0
|
|
|
39.1
|
|
||
Total accrued liabilities
|
|
$
|
144.3
|
|
|
$
|
148.0
|
|
6.
|
Pension and Other Postretirement Benefits
|
Three months ended March 31,
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
Interest cost
|
|
13.5
|
|
|
14.3
|
|
|
3.0
|
|
|
3.1
|
|
||||
Expected return on plan assets
|
|
(17.2
|
)
|
|
(15.7
|
)
|
|
(1.7
|
)
|
|
(1.6
|
)
|
||||
Amortization of net loss
|
|
4.2
|
|
|
5.5
|
|
|
0.5
|
|
|
0.3
|
|
||||
Amortization of prior service cost
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
8.6
|
|
|
$
|
12.2
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
Nine months ended March 31,
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
|
$
|
24.0
|
|
|
$
|
24.2
|
|
|
$
|
3.3
|
|
|
$
|
3.0
|
|
Interest cost
|
|
40.5
|
|
|
43.0
|
|
|
9.0
|
|
|
9.3
|
|
||||
Expected return on plan assets
|
|
(51.6
|
)
|
|
(47.1
|
)
|
|
(5.0
|
)
|
|
(4.8
|
)
|
||||
Amortization of net loss
|
|
12.6
|
|
|
16.3
|
|
|
1.5
|
|
|
0.9
|
|
||||
Amortization of prior service cost
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
25.8
|
|
|
$
|
36.8
|
|
|
$
|
8.8
|
|
|
$
|
8.4
|
|
7.
|
Debt
|
($ in millions)
|
|
March 31,
2015 |
|
June 30,
2014 |
||||
Medium-term notes, Series B at 6.97% to 7.10% due from April 2018 to May 2018 (face value of $55.0 million at March 31, 2015 and June 30, 2014)
|
|
$
|
55.0
|
|
|
$
|
55.0
|
|
Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at March 31, 2015 and June 30, 2014)
|
|
255.2
|
|
|
249.7
|
|
||
Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at March 31, 2015 and June 30, 2014)
|
|
299.6
|
|
|
299.6
|
|
||
Total
|
|
609.8
|
|
|
604.3
|
|
||
Less: amounts due within one year
|
|
—
|
|
|
—
|
|
||
Long-term debt, net of current portion
|
|
$
|
609.8
|
|
|
$
|
604.3
|
|
8.
|
Contingencies and Commitments
|
10.
|
Fair Value Measurements
|
March 31, 2015
|
|
Fair Value
Measurements Using
Input Type
|
||
($ in millions)
|
|
Level 2
|
||
Assets:
|
|
|
|
|
Marketable securities
|
|
|
|
|
Municipal auction rate securities
|
|
$
|
5.3
|
|
Derivative financial instruments
|
|
8.4
|
|
|
Total assets
|
|
$
|
13.7
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
59.1
|
|
June 30, 2014
|
|
Fair Value
Measurements Using
Input Type
|
||
($ in millions)
|
|
Level 2
|
||
Assets:
|
|
|
|
|
Marketable securities
|
|
|
|
|
Municipal auction rate securities
|
|
$
|
5.2
|
|
Derivative financial instruments
|
|
20.4
|
|
|
Total assets
|
|
$
|
25.6
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
10.9
|
|
|
|
March 31, 2015
|
|
June 30, 2014
|
||||||||||||
($ in millions)
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt
|
|
$
|
609.8
|
|
|
$
|
639.8
|
|
|
$
|
604.3
|
|
|
$
|
638.7
|
|
Company-owned life insurance
|
|
$
|
16.7
|
|
|
$
|
16.7
|
|
|
$
|
16.2
|
|
|
$
|
16.2
|
|
11.
|
Other (Expense) Income, Net
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Legal settlement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
Foreign exchange
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
0.3
|
|
|
(2.0
|
)
|
||||
Equity in earnings (losses) of unconsolidated subsidiaries
|
|
0.1
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
||||
Unrealized gains on company-owned life insurance contracts and investments held in rabbi trusts
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
1.6
|
|
||||
Other
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total other (expense) income, net
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
4.8
|
|
|
$
|
0.1
|
|
12.
|
Derivatives and Hedging Activities
|
March 31, 2015
|
|
Interest
Rate Swaps
|
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
Derivatives
|
||||||||
($ in millions)
|
|
|
|
|
||||||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
0.7
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Other assets
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||
Total asset derivatives
|
|
$
|
6.1
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35.2
|
|
|
$
|
35.2
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
23.9
|
|
|
23.9
|
|
||||
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59.1
|
|
|
$
|
59.1
|
|
June 30, 2014
|
|
Interest
Rate Swaps
|
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
Derivatives
|
||||||||
($ in millions)
|
|
|
|
|
||||||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.3
|
|
|
$
|
11.3
|
|
Other assets
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
9.1
|
|
||||
Total asset derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.4
|
|
|
$
|
20.4
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
4.3
|
|
|
$
|
4.7
|
|
Other liabilities
|
|
—
|
|
|
0.2
|
|
|
6.0
|
|
|
6.2
|
|
||||
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
10.3
|
|
|
$
|
10.9
|
|
|
|
Amount of (Loss) Gain
Recognized in AOCI on Derivatives (Effective Portion) |
||||||||||||||
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
(28.6
|
)
|
|
$
|
27.5
|
|
|
$
|
(71.8
|
)
|
|
$
|
23.0
|
|
Foreign exchange contracts
|
|
1.3
|
|
|
(0.3
|
)
|
|
3.4
|
|
|
(1.0
|
)
|
||||
Total
|
|
$
|
(27.3
|
)
|
|
$
|
27.2
|
|
|
$
|
(68.4
|
)
|
|
$
|
22.0
|
|
($ in millions)
Derivatives in Cash Flow
Hedging Relationship:
|
|
Location of (Loss) Gain
Reclassified from AOCI into
Income
|
|
Amount of (Loss) Gain
Reclassified from AOCI
into Income
(Effective Portion)
|
|
Amount of (Loss) Gain
Reclassified from AOCI into Income (Ineffective Portion) |
||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
(6.9
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
0.2
|
|
Foreign exchange contracts
|
|
Net sales
|
|
0.9
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||
Forward interest rate swaps
|
|
Interest expense
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
(5.9
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
0.2
|
|
($ in millions)
Derivatives in Cash Flow Hedging Relationship: |
|
Location of (Loss) Gain
Reclassified from AOCI into Income |
|
Amount of (Loss) Gain
Reclassified from AOCI into Income (Effective Portion) |
|
Amount of (Loss) Gain
Reclassified from AOCI into Income (Ineffective Portion) |
||||||||||||
|
|
Nine Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
(8.4
|
)
|
|
$
|
(19.9
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(0.1
|
)
|
Foreign exchange contracts
|
|
Net sales
|
|
1.9
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
||||
Forward interest rate swaps
|
|
Interest expense
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
(6.2
|
)
|
|
$
|
(20.4
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(0.1
|
)
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance, beginning
|
|
$
|
(17.9
|
)
|
|
$
|
(35.5
|
)
|
|
$
|
7.6
|
|
|
$
|
(41.5
|
)
|
Current period changes in fair value, net of tax
|
|
(16.9
|
)
|
|
17.0
|
|
|
(42.6
|
)
|
|
13.7
|
|
||||
Reclassification to earnings, net of tax
|
|
3.7
|
|
|
3.5
|
|
|
3.9
|
|
|
12.8
|
|
||||
Balance, ending
|
|
$
|
(31.1
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(31.1
|
)
|
|
$
|
(15.0
|
)
|
13.
|
Income Taxes
|
14.
|
Superalloy Powders Technical Assistance and Powder Supply Agreements
|
15.
|
Business Segments
|
Segment Data
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Alloys Operations
|
|
$
|
469.8
|
|
|
$
|
452.0
|
|
|
$
|
1,344.0
|
|
|
$
|
1,254.5
|
|
Performance Engineered Products
|
|
120.4
|
|
|
130.1
|
|
|
384.1
|
|
|
362.3
|
|
||||
Intersegment
|
|
(19.6
|
)
|
|
(15.8
|
)
|
|
(59.3
|
)
|
|
(48.4
|
)
|
||||
Consolidated net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Alloys Operations
|
|
$
|
37.9
|
|
|
$
|
51.6
|
|
|
$
|
106.0
|
|
|
$
|
169.7
|
|
Performance Engineered Products
|
|
8.5
|
|
|
13.1
|
|
|
30.8
|
|
|
33.3
|
|
||||
Corporate costs (including restructuring charges)
|
|
(38.6
|
)
|
|
(9.5
|
)
|
|
(55.9
|
)
|
|
(33.7
|
)
|
||||
Pension earnings, interest and deferrals
|
|
(2.4
|
)
|
|
(6.0
|
)
|
|
(7.1
|
)
|
|
(15.8
|
)
|
||||
Intersegment
|
|
(0.6
|
)
|
|
0.3
|
|
|
(1.9
|
)
|
|
(0.7
|
)
|
||||
Consolidated operating income
|
|
$
|
4.8
|
|
|
$
|
49.5
|
|
|
$
|
71.9
|
|
|
$
|
152.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Alloys Operations
|
|
$
|
23.9
|
|
|
$
|
20.3
|
|
|
$
|
70.7
|
|
|
$
|
59.4
|
|
Performance Engineered Products
|
|
5.7
|
|
|
5.9
|
|
|
17.7
|
|
|
17.7
|
|
||||
Corporate
|
|
1.0
|
|
|
1.4
|
|
|
3.3
|
|
|
4.3
|
|
||||
Intersegment
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Consolidated depreciation and amortization
|
|
$
|
30.7
|
|
|
$
|
27.5
|
|
|
$
|
91.2
|
|
|
$
|
80.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Alloys Operations
|
|
$
|
15.2
|
|
|
$
|
89.3
|
|
|
$
|
119.5
|
|
|
$
|
279.1
|
|
Performance Engineered Products
|
|
8.1
|
|
|
4.3
|
|
|
31.0
|
|
|
16.4
|
|
||||
Corporate
|
|
1.5
|
|
|
0.3
|
|
|
2.8
|
|
|
3.4
|
|
||||
Intersegment
|
|
—
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
||||
Consolidated capital expenditures
|
|
$
|
24.8
|
|
|
$
|
93.6
|
|
|
$
|
152.3
|
|
|
$
|
298.2
|
|
|
|
March 31,
2015 |
|
June 30,
2014 |
||||
Total Assets:
|
|
|
|
|
|
|
||
Specialty Alloys Operations
|
|
$
|
2,387.6
|
|
|
$
|
2,454.8
|
|
Performance Engineered Products
|
|
515.7
|
|
|
491.7
|
|
||
Corporate
|
|
103.7
|
|
|
144.9
|
|
||
Intersegment
|
|
(39.6
|
)
|
|
(33.9
|
)
|
||
Consolidated total assets
|
|
$
|
2,967.4
|
|
|
$
|
3,057.5
|
|
16.
|
Recent Accounting Pronouncements
|
17.
|
Reclassifications from Accumulated Other Comprehensive Income (Loss)
|
Three Months Ended March 31, 2015 ($ in millions) (a) |
|
Cash flow
hedging items
|
|
Pension and
other
postretirement
benefit plan
items
|
|
Unrealized
losses on
available-for-
sale securities
|
|
Foreign
currency
items
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
(17.9
|
)
|
|
$
|
(230.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(33.7
|
)
|
|
$
|
(282.8
|
)
|
Other comprehensive loss before reclassifications
|
|
(16.9
|
)
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
(26.8
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
3.7
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive (loss) income
|
|
(13.2
|
)
|
|
3.0
|
|
|
—
|
|
|
(9.9
|
)
|
|
(20.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 31, 2015
|
|
$
|
(31.1
|
)
|
|
$
|
(227.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(43.6
|
)
|
|
$
|
(302.9
|
)
|
Three Months Ended March 31, 2014
($ in millions) (a) |
|
Cash flow
hedging items
|
|
Pension and
other
postretirement
benefit plan
items
|
|
Unrealized
losses on
available-for-
sale securities
|
|
Foreign
currency
items
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
(35.5
|
)
|
|
$
|
(266.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(15.3
|
)
|
|
$
|
(317.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
16.0
|
|
|||||
Amounts reclassified from AOCI (b)
|
|
3.5
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive income (loss)
|
|
20.5
|
|
|
3.7
|
|
|
—
|
|
|
(1.0
|
)
|
|
23.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 31, 2014
|
|
$
|
(15.0
|
)
|
|
$
|
(262.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(294.0
|
)
|
(a)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(b)
|
See separate table below for further details.
|
Nine Months Ended March 31, 2015
($ in millions) (a) |
|
Cash flow
hedging items
|
|
Pension and
other
postretirement
benefit plan
items
|
|
Unrealized
losses on
available-for-
sale securities
|
|
Foreign
currency
items
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2014
|
|
$
|
7.6
|
|
|
$
|
(236.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(15.7
|
)
|
|
$
|
(245.2
|
)
|
Other comprehensive loss before reclassifications
|
|
(42.6
|
)
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
(70.5
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
3.9
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive (loss) income
|
|
(38.7
|
)
|
|
8.9
|
|
|
—
|
|
|
(27.9
|
)
|
|
(57.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 31, 2015
|
|
$
|
(31.1
|
)
|
|
$
|
(227.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(43.6
|
)
|
|
$
|
(302.9
|
)
|
Nine Months Ended March 31, 2014
($ in millions) (a) |
|
Cash flow
hedging items
|
|
Pension and
other
postretirement
benefit plan
items
|
|
Unrealized
losses on
available-for-
sale securities
|
|
Foreign
currency
items
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2013
|
|
$
|
(41.5
|
)
|
|
$
|
(273.6
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(20.2
|
)
|
|
$
|
(335.7
|
)
|
Other comprehensive income before reclassifications
|
|
13.7
|
|
|
—
|
|
|
0.1
|
|
|
3.9
|
|
|
17.7
|
|
|||||
Amounts reclassified from AOCI (b)
|
|
12.8
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive income
|
|
26.5
|
|
|
11.2
|
|
|
0.1
|
|
|
3.9
|
|
|
41.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 31, 2014
|
|
$
|
(15.0
|
)
|
|
$
|
(262.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(294.0
|
)
|
(a)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(b)
|
See separate table below for further details.
|
($ in millions) (a)
|
|
Location of
(loss) gain
|
|
Amount Reclassified from AOCI
Three Months Ended March 31, |
|
Amount Reclassified from AOCI
Nine Months Ended March 31, |
||||||||||||
Details about AOCI Components
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Cash flow hedging items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
(6.9
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(19.9
|
)
|
Foreign exchange contracts
|
|
Net sales
|
|
0.9
|
|
|
(0.3
|
)
|
|
1.9
|
|
|
(0.8
|
)
|
||||
Forward interest rate swaps
|
|
Interest expense
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
|
Total before tax
|
|
(5.9
|
)
|
|
(5.6
|
)
|
|
(6.2
|
)
|
|
(20.4
|
)
|
||||
|
|
Tax benefit
|
|
2.2
|
|
|
2.1
|
|
|
2.3
|
|
|
7.6
|
|
||||
|
|
Net of tax
|
|
$
|
(3.7
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(12.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss
|
|
(b)
|
|
$
|
(4.7
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(17.2
|
)
|
Prior service cost
|
|
(b)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
||||
|
|
Total before tax
|
|
(4.8
|
)
|
|
(5.9
|
)
|
|
(14.4
|
)
|
|
(17.6
|
)
|
||||
|
|
Tax benefit
|
|
1.8
|
|
|
2.2
|
|
|
5.5
|
|
|
6.4
|
|
||||
|
|
Net of tax
|
|
$
|
(3.0
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
(11.2
|
)
|
(a)
|
Amounts in parentheses indicate debits to income/loss.
|
(b)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 6 for additional details).
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Pension plans
|
|
$
|
8.6
|
|
|
$
|
12.2
|
|
|
$
|
25.8
|
|
|
$
|
36.8
|
|
Other postretirement plans
|
|
2.9
|
|
|
2.8
|
|
|
8.8
|
|
|
8.4
|
|
||||
Net periodic benefit costs
|
|
$
|
11.5
|
|
|
$
|
15.0
|
|
|
$
|
34.6
|
|
|
$
|
45.2
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
7.3
|
|
|
$
|
7.1
|
|
|
$
|
22.0
|
|
|
$
|
21.2
|
|
Pension earnings, interest and deferrals
|
|
1.3
|
|
|
4.1
|
|
|
3.7
|
|
|
10.1
|
|
||||
|
|
$
|
8.6
|
|
|
$
|
11.2
|
|
|
$
|
25.7
|
|
|
$
|
31.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
5.5
|
|
|
$
|
6.0
|
|
Pension earnings, interest and deferrals
|
|
1.1
|
|
|
1.9
|
|
|
3.4
|
|
|
5.7
|
|
||||
|
|
$
|
2.9
|
|
|
$
|
3.8
|
|
|
$
|
8.9
|
|
|
$
|
11.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net pension expense
|
|
$
|
11.5
|
|
|
$
|
15.0
|
|
|
$
|
34.6
|
|
|
$
|
43.0
|
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Aerospace and defense
|
|
$
|
275.5
|
|
|
$
|
255.3
|
|
|
$
|
20.2
|
|
|
8
|
%
|
Industrial and consumer
|
|
114.7
|
|
|
122.6
|
|
|
(7.9
|
)
|
|
(6
|
)
|
|||
Energy
|
|
71.7
|
|
|
84.1
|
|
|
(12.4
|
)
|
|
(15
|
)
|
|||
Transportation
|
|
43.0
|
|
|
38.2
|
|
|
4.8
|
|
|
13
|
|
|||
Medical
|
|
31.6
|
|
|
30.4
|
|
|
1.2
|
|
|
4
|
|
|||
Distribution
|
|
34.1
|
|
|
35.7
|
|
|
(1.6
|
)
|
|
(4
|
)
|
|||
Total net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
|
$
|
4.3
|
|
|
1
|
%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2014
|
|
2014
|
|
|
|||||||||
Aerospace and defense
|
|
$
|
213.9
|
|
|
$
|
202.5
|
|
|
$
|
11.4
|
|
|
6
|
%
|
Industrial and consumer
|
|
92.0
|
|
|
98.0
|
|
|
(6.0
|
)
|
|
(6
|
)
|
|||
Energy
|
|
60.8
|
|
|
72.5
|
|
|
(11.7
|
)
|
|
(16
|
)
|
|||
Transportation
|
|
33.4
|
|
|
30.6
|
|
|
2.8
|
|
|
9
|
|
|||
Medical
|
|
29.0
|
|
|
28.2
|
|
|
0.8
|
|
|
3
|
|
|||
Distribution
|
|
33.8
|
|
|
35.4
|
|
|
(1.6
|
)
|
|
(5
|
)
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
462.9
|
|
|
$
|
467.2
|
|
|
$
|
(4.3
|
)
|
|
(1
|
)%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Special alloys
|
|
$
|
261.9
|
|
|
$
|
237.9
|
|
|
$
|
24.0
|
|
|
10
|
%
|
Stainless steel
|
|
157.0
|
|
|
167.7
|
|
|
(10.7
|
)
|
|
(6
|
)
|
|||
Alloy and tool steel
|
|
54.2
|
|
|
64.3
|
|
|
(10.1
|
)
|
|
(16
|
)
|
|||
Titanium products
|
|
39.7
|
|
|
42.9
|
|
|
(3.2
|
)
|
|
(7
|
)
|
|||
Powder metals
|
|
15.2
|
|
|
11.3
|
|
|
3.9
|
|
|
35
|
|
|||
Distribution and other
|
|
42.6
|
|
|
42.2
|
|
|
0.4
|
|
|
1
|
|
|||
Total net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
|
$
|
4.3
|
|
|
1
|
%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Special alloys
|
|
$
|
188.6
|
|
|
$
|
175.0
|
|
|
$
|
13.6
|
|
|
8
|
%
|
Stainless steel
|
|
132.7
|
|
|
143.1
|
|
|
(10.4
|
)
|
|
(7
|
)
|
|||
Alloy and tool steel
|
|
45.0
|
|
|
53.3
|
|
|
(8.3
|
)
|
|
(16
|
)
|
|||
Titanium products
|
|
39.7
|
|
|
42.9
|
|
|
(3.2
|
)
|
|
(7
|
)
|
|||
Powder metals
|
|
15.2
|
|
|
11.3
|
|
|
3.9
|
|
|
35
|
|
|||
Distribution and other
|
|
41.7
|
|
|
41.6
|
|
|
0.1
|
|
|
—
|
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
462.9
|
|
|
$
|
467.2
|
|
|
$
|
(4.3
|
)
|
|
(1
|
)%
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
Less: surcharge revenue
|
|
107.7
|
|
|
99.1
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
462.9
|
|
|
$
|
467.2
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
75.8
|
|
|
$
|
94.5
|
|
|
|
|
|
|
||||
Gross margin
|
|
13.3
|
%
|
|
16.7
|
%
|
||
|
|
|
|
|
||||
Gross margin excluding dilutive effect of surcharge revenue
|
|
16.4
|
%
|
|
20.2
|
%
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
Less: surcharge revenue
|
|
107.7
|
|
|
99.1
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
462.9
|
|
|
$
|
467.2
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
4.8
|
|
|
$
|
49.5
|
|
Pension EID
|
|
2.4
|
|
|
6.0
|
|
||
Operating income excluding pension EID
|
|
7.2
|
|
|
55.5
|
|
||
|
|
|
|
|
||||
Restructuring charges and special items:
|
|
|
|
|
||||
Restructuring charges
|
|
25.3
|
|
|
—
|
|
||
Consulting costs
|
|
2.6
|
|
|
—
|
|
||
Weather-related costs
|
|
—
|
|
|
8.0
|
|
||
Operating income excluding pension EID, restructuring charges and special items
|
|
$
|
35.1
|
|
|
$
|
63.5
|
|
|
|
|
|
|
||||
Operating margin
|
|
0.8
|
%
|
|
8.7
|
%
|
||
|
|
|
|
|
||||
Operating margin excluding surcharge revenue, pension EID, restructuring charges and special items
|
|
7.6
|
%
|
|
13.6
|
%
|
|
|
Three Months Ended
March 31, |
|
Increase (Decrease) |
|
%
Increase (Decrease) |
||||||
(Pounds sold, in thousands)
|
|
2015
|
|
2014
|
|
|
||||||
Specialty Alloys Operations
|
|
67,232
|
|
|
74,836
|
|
|
(7,604
|
)
|
|
(10
|
)%
|
Performance Engineered Products
|
|
3,806
|
|
|
3,108
|
|
|
698
|
|
|
22
|
|
Intersegment
|
|
(1,986
|
)
|
|
(364
|
)
|
|
(1,622
|
)
|
|
(446
|
)
|
Consolidated pounds sold
|
|
69,052
|
|
|
77,580
|
|
|
(8,528
|
)
|
|
(11
|
)%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
469.8
|
|
|
$
|
452.0
|
|
|
$
|
17.8
|
|
|
4
|
%
|
Performance Engineered Products
|
|
120.4
|
|
|
130.1
|
|
|
(9.7
|
)
|
|
(7
|
)
|
|||
Intersegment
|
|
(19.6
|
)
|
|
(15.8
|
)
|
|
(3.8
|
)
|
|
(24
|
)
|
|||
Total net sales
|
|
$
|
570.6
|
|
|
$
|
566.3
|
|
|
$
|
4.3
|
|
|
1
|
%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
360.0
|
|
|
$
|
351.4
|
|
|
$
|
8.6
|
|
|
2
|
%
|
Performance Engineered Products
|
|
120.1
|
|
|
129.8
|
|
|
(9.7
|
)
|
|
(7
|
)
|
|||
Intersegment
|
|
(17.2
|
)
|
|
(14.0
|
)
|
|
(3.2
|
)
|
|
(23
|
)
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
462.9
|
|
|
$
|
467.2
|
|
|
$
|
(4.3
|
)
|
|
(1
|
)%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Aerospace and defense
|
|
$
|
753.5
|
|
|
$
|
709.6
|
|
|
$
|
43.9
|
|
|
6
|
%
|
Industrial and consumer
|
|
365.6
|
|
|
344.1
|
|
|
21.5
|
|
|
6
|
|
|||
Energy
|
|
231.0
|
|
|
224.3
|
|
|
6.7
|
|
|
3
|
|
|||
Transportation
|
|
126.5
|
|
|
106.0
|
|
|
20.5
|
|
|
19
|
|
|||
Medical
|
|
89.2
|
|
|
81.8
|
|
|
7.4
|
|
|
9
|
|
|||
Distribution
|
|
103.0
|
|
|
102.6
|
|
|
0.4
|
|
|
—
|
|
|||
Total net sales
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
|
$
|
100.4
|
|
|
6
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Aerospace and defense
|
|
$
|
583.7
|
|
|
$
|
563.2
|
|
|
$
|
20.5
|
|
|
4
|
%
|
Industrial and consumer
|
|
287.2
|
|
|
272.7
|
|
|
14.5
|
|
|
5
|
|
|||
Energy
|
|
198.9
|
|
|
196.4
|
|
|
2.5
|
|
|
1
|
|
|||
Transportation
|
|
95.4
|
|
|
84.5
|
|
|
10.9
|
|
|
13
|
|
|||
Medical
|
|
81.4
|
|
|
75.5
|
|
|
5.9
|
|
|
8
|
|
|||
Distribution
|
|
102.1
|
|
|
101.6
|
|
|
0.5
|
|
|
—
|
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,348.7
|
|
|
$
|
1,293.9
|
|
|
$
|
54.8
|
|
|
4
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase
(Decrease)
|
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Special alloys
|
|
$
|
731.5
|
|
|
$
|
659.9
|
|
|
$
|
71.6
|
|
|
11
|
%
|
Stainless steel
|
|
481.9
|
|
|
462.3
|
|
|
19.6
|
|
|
4
|
|
|||
Alloy and tool steel
|
|
162.3
|
|
|
175.6
|
|
|
(13.3
|
)
|
|
(8
|
)
|
|||
Titanium products
|
|
119.6
|
|
|
113.6
|
|
|
6.0
|
|
|
5
|
|
|||
Powder metals
|
|
46.0
|
|
|
33.5
|
|
|
12.5
|
|
|
37
|
|
|||
Distribution and other
|
|
127.5
|
|
|
123.5
|
|
|
4.0
|
|
|
3
|
|
|||
Total net sales
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
|
$
|
100.4
|
|
|
6
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase
(Decrease)
|
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Special alloys
|
|
$
|
519.8
|
|
|
$
|
483.7
|
|
|
$
|
36.1
|
|
|
7
|
%
|
Stainless steel
|
|
406.2
|
|
|
395.8
|
|
|
10.4
|
|
|
3
|
|
|||
Alloy and tool steel
|
|
132.0
|
|
|
145.8
|
|
|
(13.8
|
)
|
|
(9
|
)
|
|||
Titanium products
|
|
119.6
|
|
|
113.6
|
|
|
6.0
|
|
|
5
|
|
|||
Powder metals
|
|
46.0
|
|
|
33.5
|
|
|
12.5
|
|
|
37
|
|
|||
Distribution and other
|
|
125.1
|
|
|
121.5
|
|
|
3.6
|
|
|
3
|
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,348.7
|
|
|
$
|
1,293.9
|
|
|
$
|
54.8
|
|
|
4
|
%
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
Less: surcharge revenue
|
|
320.1
|
|
|
274.5
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,348.7
|
|
|
$
|
1,293.9
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
229.9
|
|
|
$
|
293.2
|
|
|
|
|
|
|
||||
Gross margin
|
|
13.8
|
%
|
|
18.7
|
%
|
||
|
|
|
|
|
||||
Gross margin excluding dilutive effect of surcharge revenue
|
|
17.0
|
%
|
|
22.7
|
%
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
Less: surcharge revenue
|
|
320.1
|
|
|
274.5
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,348.7
|
|
|
$
|
1,293.9
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
71.9
|
|
|
$
|
152.8
|
|
Pension EID
|
|
7.1
|
|
|
15.8
|
|
||
Operating income excluding pension EID
|
|
79.0
|
|
|
168.6
|
|
||
|
|
|
|
|
||||
Restructuring charges and special items:
|
|
|
|
|
||||
Restructuring charges
|
|
25.3
|
|
|
—
|
|
||
Consulting costs
|
|
2.6
|
|
|
—
|
|
||
Weather-related costs
|
|
—
|
|
|
8.0
|
|
||
Operating income excluding pension EID, restructuring charges and special items
|
|
$
|
106.9
|
|
|
$
|
176.6
|
|
|
|
|
|
|
||||
Operating margin
|
|
4.3
|
%
|
|
9.7
|
%
|
||
|
|
|
|
|
||||
Operating margin excluding surcharge revenue, pension EID, restructuring charges and special items
|
|
7.9
|
%
|
|
13.6
|
%
|
|
|
Nine Months Ended
March 31, |
|
Increase (Decrease) |
|
%
Increase (Decrease) |
||||||
(Pounds sold, in thousands)
|
|
2015
|
|
2014
|
|
|
||||||
Specialty Alloys Operations
|
|
202,952
|
|
|
204,982
|
|
|
(2,030
|
)
|
|
(1
|
)%
|
Performance Engineered Products
|
|
11,064
|
|
|
8,458
|
|
|
2,606
|
|
|
31
|
|
Intersegment
|
|
(5,506
|
)
|
|
(3,590
|
)
|
|
(1,916
|
)
|
|
(53
|
)
|
Consolidated pounds sold
|
|
208,510
|
|
|
209,850
|
|
|
(1,340
|
)
|
|
(1
|
)%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
1,344.0
|
|
|
$
|
1,254.5
|
|
|
$
|
89.5
|
|
|
7
|
%
|
Performance Engineered Products
|
|
384.1
|
|
|
362.3
|
|
|
21.8
|
|
|
6
|
|
|||
Intersegment
|
|
(59.3
|
)
|
|
(48.4
|
)
|
|
(10.9
|
)
|
|
(23
|
)
|
|||
Total net sales
|
|
$
|
1,668.8
|
|
|
$
|
1,568.4
|
|
|
$
|
100.4
|
|
|
6
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
1,016.4
|
|
|
$
|
975.5
|
|
|
$
|
40.9
|
|
|
4
|
%
|
Performance Engineered Products
|
|
383.1
|
|
|
360.7
|
|
|
22.4
|
|
|
6
|
|
|||
Intersegment
|
|
(50.8
|
)
|
|
(42.3
|
)
|
|
(8.5
|
)
|
|
(20
|
)
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,348.7
|
|
|
$
|
1,293.9
|
|
|
$
|
54.8
|
|
|
4
|
%
|
|
Covenant Requirement
|
|
Actual Ratio
|
Consolidated interest coverage
|
3.50 to 1.00 (minimum)
|
|
11.5 to 1.00
|
Consolidated debt to capital
|
55% (maximum)
|
|
31%
|
(in millions, except per share amounts)
|
|
(Loss) Income Before Income Taxes
|
|
Income Tax (Benefit) Expense
|
|
Net (Loss) Income
|
|
(Loss) Earnings Per Diluted Share*
|
||||||||
Three months ended March 31, 2015, as reported
|
|
$
|
(2.3
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(0.03
|
)
|
Restructuring charges
|
|
25.3
|
|
|
8.7
|
|
|
16.6
|
|
|
0.32
|
|
||||
Consulting costs
|
|
2.6
|
|
|
0.9
|
|
|
1.7
|
|
|
0.03
|
|
||||
Total impact of restructuring charges and special items
|
|
27.9
|
|
|
9.6
|
|
|
18.3
|
|
|
0.35
|
|
||||
Three months ended March 31, 2015, as adjusted
|
|
$
|
25.6
|
|
|
$
|
8.7
|
|
|
$
|
16.9
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
||||||||
* Impact per diluted share calculated using weighted average common shares outstanding of 52.6 million.
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Net cash provided from operating activities
|
|
$
|
148.4
|
|
|
$
|
144.0
|
|
Purchases of property, equipment and software
|
|
(152.3
|
)
|
|
(298.2
|
)
|
||
Proceeds from disposals of property and equipment
|
|
0.2
|
|
|
0.3
|
|
||
Dividends paid
|
|
(28.8
|
)
|
|
(28.8
|
)
|
||
Free cash flow
|
|
$
|
(32.5
|
)
|
|
$
|
(182.7
|
)
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (loss) income
|
|
$
|
(1.4
|
)
|
|
$
|
30.6
|
|
|
$
|
36.2
|
|
|
$
|
94.7
|
|
Interest expense, net
|
|
7.1
|
|
|
2.7
|
|
|
20.9
|
|
|
10.8
|
|
||||
Income tax (benefit) expense
|
|
(0.9
|
)
|
|
15.6
|
|
|
19.6
|
|
|
47.4
|
|
||||
Depreciation and amortization
|
|
30.7
|
|
|
27.5
|
|
|
91.2
|
|
|
80.9
|
|
||||
Other expense (income), net
|
|
—
|
|
|
0.6
|
|
|
(4.8
|
)
|
|
(0.1
|
)
|
||||
EBITDA
|
|
$
|
35.5
|
|
|
$
|
77.0
|
|
|
$
|
163.1
|
|
|
$
|
233.7
|
|
Net pension expense
|
|
11.5
|
|
|
15.0
|
|
|
34.6
|
|
|
43.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
$
|
47.0
|
|
|
$
|
92.0
|
|
|
$
|
197.7
|
|
|
$
|
276.7
|
|
(a)
|
Evaluation of Effectiveness of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
|
||||||
January 1-31, 2015
|
|
464,572
|
|
|
$
|
43.02
|
|
|
464,572
|
|
|
$
|
470.0
|
|
February 1-28, 2015
|
|
338,800
|
|
|
38.72
|
|
|
338,800
|
|
|
456.9
|
|
||
March 1-31, 2015
|
|
408,000
|
|
|
42.15
|
|
|
408,000
|
|
|
439.7
|
|
||
Quarter ended March 31, 2015
|
|
1,211,372
|
|
|
$
|
41.52
|
|
|
1,211,372
|
|
|
$
|
439.7
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Indemnification Agreement for Directors and Officers (filed herewith)
|
|
|
|
31 (A)
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended. (filed herewith)
|
|
|
|
31 (B)
|
|
Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended. (filed herewith)
|
|
|
|
32
|
|
Certification of President and Chief Executive Officer and Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
|
|
|
|
101
|
|
The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive (Loss) Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to the Consolidated Financial Statements.
|
|
Carpenter Technology Corporation
|
|
(Registrant)
|
|
|
Date: May 7, 2015
|
/s/ Tony R. Thene
|
|
Tony R. Thene
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
|
|
(duly authorized officer and principal accounting officer
)
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Indemnification Agreement for Directors and Officers
|
|
|
|
31 (A)
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended.
|
|
|
|
31 (B)
|
|
Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended.
|
|
|
|
32
|
|
Certification of President and Chief Executive Officer and Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive (Loss) Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to the Consolidated Financial Statements.
|
CORPORATION
|
INDEMNITEE
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Carpenter Technology Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: May 7, 2015
|
/s/ Gregory A. Pratt
|
|
Gregory A. Pratt, Chairman, President and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Carpenter Technology Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: May 7, 2015
|
/s/ Tony R. Thene
|
|
Tony R. Thene
|
|
Senior Vice President and Chief Financial Officer
|
Date: May 7, 2015
|
|
|
|
|
|
|
|
|
/s/ Gregory A. Pratt
|
|
/s/ Tony R. Thene
|
Gregory A. Pratt
|
|
Tony R. Thene
|
Chairman, President and
|
|
Senior Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|