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ý
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ANNUAL 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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1735 Market Street, 15th Floor
Philadelphia, Pennsylvania
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19103
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(Address of principal executive offices)
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(Zip Code)
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610-208-2000
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(Registrant’s telephone number, including area code)
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Common Stock, $5 Par Value
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CRS
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New York Stock Exchange
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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Page
Number
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Quarter Ended
|
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2019
|
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2018
|
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2017
|
|||
September 30,
|
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24
|
%
|
|
22
|
%
|
|
22
|
%
|
December 31,
|
|
23
|
|
|
22
|
|
|
24
|
|
March 31,
|
|
26
|
|
|
27
|
|
|
26
|
|
June 30,
|
|
27
|
|
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29
|
|
|
28
|
|
|
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100
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%
|
|
100
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%
|
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100
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%
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|
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|
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Assumed
Present
Position
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Name
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Age
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Position
|
|
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Tony R. Thene
|
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58
|
|
President and Chief Executive Officer
|
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July 2015
|
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Timothy Lain
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47
|
|
Vice President and Chief Financial Officer
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September 2018
|
|
|
|
|
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James D. Dee
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62
|
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Vice President, General Counsel and Secretary
|
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September 2010
|
|
|
|
|
|
|
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Brian J. Malloy
|
|
52
|
|
Vice President and Chief Commercial Officer
|
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March 2016
|
|
|
|
|
|
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Michael Murtagh
|
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47
|
|
Vice President and Group President, Specialty Alloys Operations
|
|
July 2018
|
|
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Fiscal Year 2019
|
|
Fiscal Year 2018
|
||||||||||||
Period Ended:
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
September 30,
|
|
$
|
60.78
|
|
|
$
|
51.52
|
|
|
$
|
48.19
|
|
|
$
|
36.20
|
|
|
|
|
|
|
|
|
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|
||||||||
December 31,
|
|
$
|
60.11
|
|
|
$
|
32.77
|
|
|
$
|
53.61
|
|
|
$
|
44.08
|
|
|
|
|
|
|
|
|
|
|
||||||||
March 31,
|
|
$
|
48.88
|
|
|
$
|
34.40
|
|
|
$
|
54.61
|
|
|
$
|
42.44
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30,
|
|
$
|
53.00
|
|
|
$
|
40.04
|
|
|
$
|
61.49
|
|
|
$
|
41.75
|
|
|
|
|
|
|
|
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||||||||
Annual June 30,
|
|
$
|
60.78
|
|
|
$
|
32.77
|
|
|
$
|
61.49
|
|
|
$
|
36.20
|
|
* $100 invested on June 30, 2014 in stock or index, including reinvestment of dividends. Fiscal years ending June 30.
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Data Sourced from Bloomberg
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Copyright © 2019 S&P Dow Jones Indices LLC, a division of S&P Global
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Copyright © 2019 Russell Investments
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2014
|
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2015
|
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2016
|
|
2017
|
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2018
|
|
2019
|
||||||||||||
Carpenter Technology Corporation
|
|
$
|
100.00
|
|
|
$
|
62.10
|
|
|
$
|
54.10
|
|
|
$
|
62.60
|
|
|
$
|
89.20
|
|
|
$
|
82.70
|
|
S&P Midcap 400
|
|
$
|
100.00
|
|
|
$
|
106.40
|
|
|
$
|
107.80
|
|
|
$
|
127.80
|
|
|
$
|
145.00
|
|
|
$
|
147.00
|
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Russell Materials & Processing Growth
|
|
$
|
100.00
|
|
|
$
|
103.10
|
|
|
$
|
105.00
|
|
|
$
|
132.40
|
|
|
$
|
141.30
|
|
|
$
|
139.00
|
|
|
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2019 (a)
|
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2018(b)
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2017(c)
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2016(d)(f)
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2015 (e)(f)
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||||||||||
Summary of Operations:
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|||||
Net sales
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|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
$
|
1,813.4
|
|
|
$
|
2,226.7
|
|
Operating income
|
|
$
|
241.4
|
|
|
$
|
189.3
|
|
|
$
|
121.5
|
|
|
$
|
70.8
|
|
|
$
|
119.3
|
|
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
|
$
|
11.3
|
|
|
$
|
58.7
|
|
Financial Position at Year-End:
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|
|||||
Cash and cash equivalents
|
|
$
|
27.0
|
|
|
$
|
56.2
|
|
|
$
|
66.3
|
|
|
$
|
82.0
|
|
|
$
|
70.0
|
|
Total assets
|
|
$
|
3,187.8
|
|
|
$
|
3,007.0
|
|
|
$
|
2,878.1
|
|
|
$
|
2,794.3
|
|
|
$
|
2,902.6
|
|
Long-term debt, net of current portion
|
|
$
|
550.6
|
|
|
$
|
545.7
|
|
|
$
|
550.0
|
|
|
$
|
611.3
|
|
|
$
|
603.8
|
|
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
3.46
|
|
|
$
|
3.96
|
|
|
$
|
0.99
|
|
|
$
|
0.23
|
|
|
$
|
1.11
|
|
Diluted
|
|
$
|
3.43
|
|
|
$
|
3.92
|
|
|
$
|
0.99
|
|
|
$
|
0.23
|
|
|
$
|
1.11
|
|
Cash dividend-common
|
|
$
|
0.80
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
47.7
|
|
|
47.2
|
|
|
47.0
|
|
|
48.1
|
|
|
52.6
|
|
|||||
Diluted
|
|
48.1
|
|
|
47.6
|
|
|
47.1
|
|
|
48.2
|
|
|
52.7
|
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
|
|
|
|
|
|
||||||
Net sales excluding surcharge revenue (1)
|
|
$
|
1,942.1
|
|
|
$
|
1,792.3
|
|
|
$
|
1,558.4
|
|
|
|
|
|
|
|
|
||||||
Operating income
|
|
$
|
241.4
|
|
|
$
|
189.3
|
|
|
$
|
121.5
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$
|
3.43
|
|
|
$
|
3.92
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant, equipment and software
|
|
$
|
180.3
|
|
|
$
|
135.0
|
|
|
$
|
98.5
|
|
|
|
|
|
|
|
|
||||||
Free cash flow (1)
|
|
$
|
(53.7
|
)
|
|
$
|
34.7
|
|
|
$
|
(16.8
|
)
|
|
|
|
|
|
|
|
||||||
Pounds sold (in thousands) (2)
|
|
267,536
|
|
|
265,620
|
|
|
236,346
|
|
|
|
Years Ended June 30,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
($ in millions)
|
|
Dollars
|
|
% of
Total |
|
Dollars
|
|
% of
Total |
|
Dollars
|
|
% of
Total |
|||||||||
Aerospace and Defense
|
|
$
|
1,327.9
|
|
|
56
|
%
|
|
$
|
1,182.3
|
|
|
55
|
%
|
|
$
|
973.3
|
|
|
54
|
%
|
Medical
|
|
205.0
|
|
|
8
|
|
|
175.3
|
|
|
8
|
|
|
125.5
|
|
|
7
|
|
|||
Energy
|
|
181.7
|
|
|
8
|
|
|
146.5
|
|
|
7
|
|
|
138.0
|
|
|
8
|
|
|||
Transportation
|
|
157.7
|
|
|
6
|
|
|
157.0
|
|
|
7
|
|
|
143.9
|
|
|
8
|
|
|||
Industrial and Consumer
|
|
371.5
|
|
|
16
|
|
|
364.9
|
|
|
17
|
|
|
298.2
|
|
|
17
|
|
|||
Distribution
|
|
136.4
|
|
|
6
|
|
|
131.7
|
|
|
6
|
|
|
118.7
|
|
|
6
|
|
|||
Total net sales
|
|
$
|
2,380.2
|
|
|
100
|
%
|
|
$
|
2,157.7
|
|
|
100
|
%
|
|
$
|
1,797.6
|
|
|
100
|
%
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pension plans
|
|
$
|
9.8
|
|
|
$
|
11.3
|
|
|
$
|
45.8
|
|
Other postretirement plans
|
|
1.8
|
|
|
2.9
|
|
|
2.6
|
|
|||
Net periodic benefit costs
|
|
$
|
11.6
|
|
|
$
|
14.2
|
|
|
$
|
48.4
|
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|||
Service cost
|
|
$
|
10.0
|
|
|
$
|
10.5
|
|
|
$
|
20.2
|
|
Total cost of sales
|
|
10.0
|
|
|
10.5
|
|
|
20.2
|
|
|||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|||
Service cost
|
|
1.5
|
|
|
1.6
|
|
|
3.9
|
|
|||
Total selling, general and administrative expenses
|
|
1.5
|
|
|
1.6
|
|
|
3.9
|
|
|||
Other expense
|
|
|
|
|
|
|
||||||
Pension earnings, interest and deferrals
|
|
0.1
|
|
|
2.1
|
|
|
23.8
|
|
|||
Curtailment charge
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Total other expense
|
|
0.1
|
|
|
2.1
|
|
|
24.3
|
|
|||
Net pension expense
|
|
$
|
11.6
|
|
|
$
|
14.2
|
|
|
$
|
48.4
|
|
•
|
We expanded customer relationships through market share gains with new and existing customers based on the strength of our solutions focused customer approach.
|
•
|
Through the ongoing implementation of the Carpenter Operating Model, we have unlocked incremental capacity through efficiency and productivity improvements across our SAO and PEP businesses.
|
•
|
Our Athens, Alabama facility continues to gain qualifications of submitted Aerospace Vendor Approved Processes contributing to increased capacity.
|
•
|
We expanded our leading additive manufacturing platform with the acquisition of LPW Technology Ltd.
|
•
|
We increased our focus and investment in core growth areas such as additive manufacturing and soft magnetics.
|
|
|
Fiscal Year
|
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|||||||||||
Aerospace and Defense
|
|
$
|
1,327.9
|
|
|
$
|
1,182.3
|
|
|
$
|
145.6
|
|
|
12
|
%
|
Medical
|
|
205.0
|
|
|
175.3
|
|
|
29.7
|
|
|
17
|
%
|
|||
Energy
|
|
181.7
|
|
|
146.5
|
|
|
35.2
|
|
|
24
|
%
|
|||
Transportation
|
|
157.7
|
|
|
157.0
|
|
|
0.7
|
|
|
—
|
%
|
|||
Industrial and Consumer
|
|
371.5
|
|
|
364.9
|
|
|
6.6
|
|
|
2
|
%
|
|||
Distribution
|
|
136.4
|
|
|
131.7
|
|
|
4.7
|
|
|
4
|
%
|
|||
Total net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
222.5
|
|
|
10
|
%
|
|
|
Fiscal Year
|
|
$
Increase
(Decrease)
|
|
%
Increase
(Decrease)
|
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
||||||||||
Aerospace and Defense
|
|
$
|
1,051.5
|
|
|
$
|
957.1
|
|
|
$
|
94.4
|
|
|
10
|
%
|
Medical
|
|
176.3
|
|
|
149.3
|
|
|
27.0
|
|
|
18
|
%
|
|||
Energy
|
|
154.3
|
|
|
131.3
|
|
|
23.0
|
|
|
18
|
%
|
|||
Transportation
|
|
126.6
|
|
|
127.9
|
|
|
(1.3
|
)
|
|
(1
|
)%
|
|||
Industrial and Consumer
|
|
298.5
|
|
|
295.9
|
|
|
2.6
|
|
|
1
|
%
|
|||
Distribution
|
|
134.9
|
|
|
130.8
|
|
|
4.1
|
|
|
3
|
%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,942.1
|
|
|
$
|
1,792.3
|
|
|
$
|
149.8
|
|
|
8
|
%
|
|
|
Fiscal Year
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
Less: surcharge revenue
|
|
438.1
|
|
|
365.4
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,942.1
|
|
|
$
|
1,792.3
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
444.8
|
|
|
$
|
382.3
|
|
|
|
|
|
|
||||
Gross margin
|
|
18.7
|
%
|
|
17.7
|
%
|
||
|
|
|
|
|
||||
Gross margin excluding surcharge revenue
|
|
22.9
|
%
|
|
21.3
|
%
|
|
|
Fiscal Year
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
Less: surcharge revenue
|
|
438.1
|
|
|
365.4
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,942.1
|
|
|
$
|
1,792.3
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
241.4
|
|
|
$
|
189.3
|
|
|
|
|
|
|
||||
Special items:
|
|
|
|
|
||||
Acquisition-related costs
|
|
1.2
|
|
|
—
|
|
||
Adjusted operating income excluding special items
|
|
$
|
242.6
|
|
|
$
|
189.3
|
|
|
|
|
|
|
||||
Operating margin
|
|
10.1
|
%
|
|
8.8
|
%
|
||
|
|
|
|
|
||||
Adjusted operating margin excluding surcharge revenue and special items
|
|
12.5
|
%
|
|
10.6
|
%
|
|
|
Fiscal Year
|
|
(Decrease)
Increase |
|
%
(Decrease) Increase |
||||||
(Pounds sold, in thousands)
|
|
2019
|
|
2018
|
|
|||||||
Specialty Alloys Operations
|
|
256,360
|
|
|
258,326
|
|
|
(1,966
|
)
|
|
(1
|
)%
|
Performance Engineered Products *
|
|
13,752
|
|
|
12,388
|
|
|
1,364
|
|
|
11
|
%
|
Intersegment
|
|
(2,576
|
)
|
|
(5,094
|
)
|
|
2,518
|
|
|
49
|
%
|
Consolidated pounds sold
|
|
267,536
|
|
|
265,620
|
|
|
1,916
|
|
|
1
|
%
|
|
|
Fiscal Year
|
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
||||||||||
Specialty Alloys Operations
|
|
$
|
1,967.3
|
|
|
$
|
1,803.8
|
|
|
$
|
163.5
|
|
|
9
|
%
|
Performance Engineered Products
|
|
479.8
|
|
|
429.7
|
|
|
50.1
|
|
|
12
|
%
|
|||
Intersegment
|
|
(66.9
|
)
|
|
(75.8
|
)
|
|
8.9
|
|
|
12
|
%
|
|||
Total net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
222.5
|
|
|
10
|
%
|
|
|
Fiscal Year
|
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
||||||||||
Specialty Alloys Operations
|
|
$
|
1,536.6
|
|
|
$
|
1,434.1
|
|
|
$
|
102.5
|
|
|
7
|
%
|
Performance Engineered Products
|
|
467.0
|
|
|
426.3
|
|
|
40.7
|
|
|
10
|
%
|
|||
Intersegment
|
|
(61.5
|
)
|
|
(68.1
|
)
|
|
6.6
|
|
|
10
|
%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,942.1
|
|
|
$
|
1,792.3
|
|
|
$
|
149.8
|
|
|
8
|
%
|
|
|
Fiscal Year
|
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2018
|
|
2017
|
|||||||||||
Aerospace and Defense
|
|
$
|
1,182.3
|
|
|
$
|
973.3
|
|
|
$
|
209.0
|
|
|
21
|
%
|
Medical
|
|
175.3
|
|
|
125.5
|
|
|
49.8
|
|
|
40
|
%
|
|||
Energy
|
|
146.5
|
|
|
138.0
|
|
|
8.5
|
|
|
6
|
%
|
|||
Transportation
|
|
157.0
|
|
|
143.9
|
|
|
13.1
|
|
|
9
|
%
|
|||
Industrial and Consumer
|
|
364.9
|
|
|
298.2
|
|
|
66.7
|
|
|
22
|
%
|
|||
Distribution
|
|
131.7
|
|
|
118.7
|
|
|
13.0
|
|
|
11
|
%
|
|||
Total net sales
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
$
|
360.1
|
|
|
20
|
%
|
|
|
Fiscal Year
|
|
$
Increase |
|
%
Increase |
|||||||||
($ in millions)
|
|
2018
|
|
2017
|
|
||||||||||
Aerospace and Defense
|
|
$
|
957.1
|
|
|
$
|
817.1
|
|
|
$
|
140.0
|
|
|
17
|
%
|
Medical
|
|
149.3
|
|
|
115.7
|
|
|
33.6
|
|
|
29
|
%
|
|||
Energy
|
|
131.3
|
|
|
124.2
|
|
|
7.1
|
|
|
6
|
%
|
|||
Transportation
|
|
127.9
|
|
|
122.7
|
|
|
5.2
|
|
|
4
|
%
|
|||
Industrial and Consumer
|
|
295.9
|
|
|
260.7
|
|
|
35.2
|
|
|
14
|
%
|
|||
Distribution
|
|
130.8
|
|
|
118.0
|
|
|
12.8
|
|
|
11
|
%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,792.3
|
|
|
$
|
1,558.4
|
|
|
$
|
233.9
|
|
|
15
|
%
|
|
|
Fiscal Year
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
Less: surcharge revenue
|
|
365.4
|
|
|
239.2
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,792.3
|
|
|
$
|
1,558.4
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
382.3
|
|
|
$
|
300.8
|
|
|
|
|
|
|
||||
Gross margin
|
|
17.7
|
%
|
|
16.7
|
%
|
||
|
|
|
|
|
||||
Gross margin excluding surcharge revenue
|
|
21.3
|
%
|
|
19.3
|
%
|
|
|
Fiscal Year
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
Less: surcharge revenue
|
|
365.4
|
|
|
239.2
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,792.3
|
|
|
$
|
1,558.4
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
189.3
|
|
|
$
|
121.5
|
|
|
|
|
|
|
||||
Special items:
|
|
|
|
|
||||
Loss on divestiture of business
|
|
—
|
|
|
3.2
|
|
||
Adjusted operating income excluding special items
|
|
$
|
189.3
|
|
|
$
|
124.7
|
|
|
|
|
|
|
||||
Operating margin
|
|
8.8
|
%
|
|
6.8
|
%
|
||
|
|
|
|
|
||||
Adjusted operating margin excluding surcharge revenue and special items
|
|
10.6
|
%
|
|
8.0
|
%
|
|
|
Fiscal Year
|
|
Increase
(Decrease)
|
|
%
Increase (Decrease) |
||||||
(Pounds sold, in thousands)
|
|
2018
|
|
2017
|
|
|||||||
Specialty Alloys Operations
|
|
258,326
|
|
|
227,744
|
|
|
30,582
|
|
|
13
|
%
|
Performance Engineered Products *
|
|
12,388
|
|
|
10,902
|
|
|
1,486
|
|
|
14
|
%
|
Intersegment
|
|
(5,094
|
)
|
|
(2,300
|
)
|
|
(2,794
|
)
|
|
(121
|
)%
|
Consolidated pounds sold
|
|
265,620
|
|
|
236,346
|
|
|
29,274
|
|
|
12
|
%
|
|
|
Fiscal Year
|
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2018
|
|
2017
|
|
||||||||||
Specialty Alloys Operations
|
|
$
|
1,803.8
|
|
|
$
|
1,461.6
|
|
|
$
|
342.2
|
|
|
23
|
%
|
Performance Engineered Products
|
|
429.7
|
|
|
366.6
|
|
|
63.1
|
|
|
17
|
%
|
|||
Intersegment
|
|
(75.8
|
)
|
|
(30.6
|
)
|
|
(45.2
|
)
|
|
(148
|
)%
|
|||
Total net sales
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
$
|
360.1
|
|
|
20
|
%
|
|
|
Fiscal Year
|
|
$
Increase
(Decrease) |
|
%
Increase
(Decrease)
|
|||||||||
($ in millions)
|
|
2018
|
|
2017
|
|
||||||||||
Specialty Alloys Operations
|
|
$
|
1,434.1
|
|
|
$
|
1,221.8
|
|
|
$
|
212.3
|
|
|
17
|
%
|
Performance Engineered Products
|
|
426.3
|
|
|
365.7
|
|
|
60.6
|
|
|
17
|
%
|
|||
Intersegment
|
|
(68.1
|
)
|
|
(29.1
|
)
|
|
(39.0
|
)
|
|
(134
|
)%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,792.3
|
|
|
$
|
1,558.4
|
|
|
$
|
233.9
|
|
|
15
|
%
|
Covenant
|
|
Covenant Requirement
|
|
Actual
Ratio
|
Consolidated interest coverage
|
|
3.50 to 1.00 (minimum)
|
|
15.03 to 1.00
|
Consolidated debt to capital
|
|
55% (maximum)
|
|
27%
|
($ in millions, except per share data)
|
|
Income Before Income Taxes
|
|
Income Tax Expense
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Year ended June 30, 2019, as reported
|
|
$
|
216.0
|
|
|
$
|
(49.0
|
)
|
|
$
|
167.0
|
|
|
$
|
3.43
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special items:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related costs
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
0.03
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2019, as adjusted
|
|
$
|
217.2
|
|
|
$
|
(49.0
|
)
|
|
$
|
168.2
|
|
|
$
|
3.46
|
|
($ in millions, except per share data)
|
|
Income Before Income Taxes
|
|
Income Tax Benefit (Expense)
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Year ended June 30, 2018, as reported
|
|
$
|
160.2
|
|
|
$
|
28.3
|
|
|
$
|
188.5
|
|
|
$
|
3.92
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special items:
|
|
|
|
|
|
|
|
|
||||||||
Impact of U.S. tax reform and other legislative changes
|
|
—
|
|
|
(68.3
|
)
|
|
(68.3
|
)
|
|
(1.42
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2018, as adjusted
|
|
$
|
160.2
|
|
|
$
|
(40.0
|
)
|
|
$
|
120.2
|
|
|
$
|
2.50
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided from operating activities
|
|
$
|
232.4
|
|
|
$
|
209.2
|
|
|
$
|
130.3
|
|
Purchases of property, plant, equipment and software
|
|
(180.3
|
)
|
|
(135.0
|
)
|
|
(98.5
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(79.0
|
)
|
|
(13.3
|
)
|
|
(35.3
|
)
|
|||
Proceeds from divestiture of business
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||
Proceeds from disposals of property, plant and equipment and assets held for sale
|
|
0.4
|
|
|
1.9
|
|
|
2.5
|
|
|||
Proceeds from note receivable from sale of equity method investment
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|||
Proceeds from insurance recovery
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(38.6
|
)
|
|
(34.4
|
)
|
|
(34.1
|
)
|
|||
Free cash flow
|
|
$
|
(53.7
|
)
|
|
$
|
34.7
|
|
|
$
|
(16.8
|
)
|
|
|
|
|
Fiscal Year
|
|
|
||||||||||||||||||||||
($ in millions)
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt (1)
|
|
$
|
550.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
300.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Estimated interest payments (2)
|
|
75.6
|
|
|
26.4
|
|
|
26.4
|
|
|
13.9
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
|
66.5
|
|
|
12.7
|
|
|
10.4
|
|
|
8.3
|
|
|
6.6
|
|
|
5.0
|
|
|
23.5
|
|
|||||||
Qualified pension plan contributions (3)
|
|
242.8
|
|
|
6.2
|
|
|
23.0
|
|
|
45.5
|
|
|
48.9
|
|
|
47.4
|
|
|
71.8
|
|
|||||||
Accrued post-retirement benefits (4)
|
|
148.2
|
|
|
14.7
|
|
|
15.1
|
|
|
15.1
|
|
|
15.1
|
|
|
15.1
|
|
|
73.1
|
|
|||||||
Purchase obligations (5)
|
|
300.5
|
|
|
212.7
|
|
|
42.6
|
|
|
30.1
|
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|||||||
Non-qualified pension benefits (6)
|
|
33.1
|
|
|
3.4
|
|
|
3.5
|
|
|
3.5
|
|
|
3.4
|
|
|
3.3
|
|
|
16.0
|
|
|||||||
Total
|
|
$
|
1,416.7
|
|
|
$
|
276.1
|
|
|
$
|
121.0
|
|
|
$
|
366.4
|
|
|
$
|
398.0
|
|
|
$
|
70.8
|
|
|
$
|
184.4
|
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
Management’s Responsibilities for Financial Reporting
|
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Income for the Years Ended June 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended June 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Balance Sheets as of June 30, 2019 and 2018
|
|
|
|
Consolidated Statements of Changes in Equity for the Years Ended June 30, 2019, 2018 and 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Supplementary Data:
|
|
|
|
Quarterly Financial Data (Unaudited)
|
|
|
|
Schedule II. Valuation and Qualifying Accounts for the Years Ended June 30, 2019, 2018 and 2017
|
/s/ Tony R. Thene
|
Tony R. Thene
|
President and Chief Executive Officer
|
|
/s/ Timothy Lain
|
Timothy Lain
|
Vice President and Chief Financial Officer
|
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
Other comprehensive (loss) income, net of tax
|
|
.6
|
|
|
|
|
|
|
|
|||
Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Pension and postretirement (losses) benefits, net of tax of $23.2, $(26.3) and $(27.3), respectively
|
|
(72.9
|
)
|
|
78.6
|
|
|
45.3
|
|
|||
Net (loss) gain on derivative instruments, net of tax of $13.3, $(13.7) and $(11.8), respectively
|
|
(37.6
|
)
|
|
26.1
|
|
|
19.5
|
|
|||
Marketable securities gain, net of tax of $0.0, $0.0 and $0.0, respectively
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|
2.0
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(112.0
|
)
|
|
103.3
|
|
|
66.8
|
|
|||
Comprehensive income, net of tax
|
|
$
|
55.0
|
|
|
$
|
291.8
|
|
|
$
|
113.8
|
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
121.5
|
|
|
116.6
|
|
|
117.8
|
|
|||
Deferred income taxes
|
|
16.5
|
|
|
(61.1
|
)
|
|
41.6
|
|
|||
Net pension expense
|
|
11.6
|
|
|
14.2
|
|
|
48.4
|
|
|||
Share-based compensation expense
|
|
17.6
|
|
|
17.6
|
|
|
13.0
|
|
|||
Net loss on disposal of property, plant, and equipment and assets held for sale
|
|
1.2
|
|
|
2.5
|
|
|
2.5
|
|
|||
Loss on divestiture of business
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||
Gain on insurance recovery
|
|
(11.4
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in working capital and other:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(5.3
|
)
|
|
(86.8
|
)
|
|
(34.6
|
)
|
|||
Inventories
|
|
(94.0
|
)
|
|
0.4
|
|
|
(74.6
|
)
|
|||
Other current assets
|
|
6.8
|
|
|
(9.6
|
)
|
|
2.8
|
|
|||
Accounts payable
|
|
20.1
|
|
|
10.7
|
|
|
42.5
|
|
|||
Accrued liabilities
|
|
(4.9
|
)
|
|
28.7
|
|
|
26.6
|
|
|||
Pension plan contributions
|
|
(5.5
|
)
|
|
(6.7
|
)
|
|
(100.0
|
)
|
|||
Other postretirement plan contributions
|
|
(3.1
|
)
|
|
(3.4
|
)
|
|
(3.2
|
)
|
|||
Other, net
|
|
(5.7
|
)
|
|
(2.4
|
)
|
|
(2.7
|
)
|
|||
Net cash provided from operating activities
|
|
232.4
|
|
|
209.2
|
|
|
130.3
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, equipment and software
|
|
(180.3
|
)
|
|
(135.0
|
)
|
|
(98.5
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(79.0
|
)
|
|
(13.3
|
)
|
|
(35.3
|
)
|
|||
Proceeds from disposals of property, plant and equipment and assets held for sale
|
|
0.4
|
|
|
1.9
|
|
|
2.5
|
|
|||
Proceeds from insurance recovery
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from note receivable from sale of equity method investment
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|||
Proceeds from sales and maturities of marketable securities
|
|
2.9
|
|
|
0.7
|
|
|
0.9
|
|
|||
Proceeds from divestiture of business
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||
Net cash used for investing activities
|
|
(244.6
|
)
|
|
(139.4
|
)
|
|
(112.1
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Credit agreement borrowings
|
|
163.9
|
|
|
—
|
|
|
122.1
|
|
|||
Credit agreement repayments
|
|
(163.9
|
)
|
|
—
|
|
|
(122.1
|
)
|
|||
Net change in short-term credit agreement borrowings
|
|
19.7
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(38.6
|
)
|
|
(34.4
|
)
|
|
(34.1
|
)
|
|||
Payments on long-term debt
|
|
—
|
|
|
(55.0
|
)
|
|
—
|
|
|||
Proceeds from stock options exercised
|
|
3.9
|
|
|
12.9
|
|
|
2.2
|
|
|||
Withholding tax payments on share-based compensation awards
|
|
(4.4
|
)
|
|
(2.4
|
)
|
|
(1.0
|
)
|
|||
Payments of debt issue costs
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Tax benefits on share-based compensation
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Net cash used for financing activities
|
|
(19.4
|
)
|
|
(78.9
|
)
|
|
(33.8
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
2.4
|
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|||
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(29.2
|
)
|
|
(10.1
|
)
|
|
(15.7
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
56.2
|
|
|
66.3
|
|
|
82.0
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
27.0
|
|
|
$
|
56.2
|
|
|
$
|
66.3
|
|
($ in millions, except share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
27.0
|
|
|
$
|
56.2
|
|
Accounts receivable, net of allowance for doubtful accounts of $3.7 million and $2.6 million at June 30, 2019 and 2018, respectively
|
|
384.1
|
|
|
378.5
|
|
||
Inventories
|
|
787.7
|
|
|
689.2
|
|
||
Other current assets
|
|
37.4
|
|
|
54.9
|
|
||
Total current assets
|
|
1,236.2
|
|
|
1,178.8
|
|
||
Property, plant and equipment, net
|
|
1,366.2
|
|
|
1,313.4
|
|
||
Goodwill
|
|
326.4
|
|
|
268.7
|
|
||
Other intangibles, net
|
|
67.2
|
|
|
63.3
|
|
||
Deferred income taxes
|
|
4.2
|
|
|
4.3
|
|
||
Other assets
|
|
187.6
|
|
|
178.5
|
|
||
Total assets
|
|
$
|
3,187.8
|
|
|
$
|
3,007.0
|
|
LIABILITIES
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Short-term credit agreement borrowings
|
|
$
|
19.7
|
|
|
$
|
—
|
|
Accounts payable
|
|
238.7
|
|
|
214.7
|
|
||
Accrued liabilities
|
|
157.6
|
|
|
148.6
|
|
||
Total current liabilities
|
|
416.0
|
|
|
363.3
|
|
||
Long-term debt
|
|
550.6
|
|
|
545.7
|
|
||
Accrued pension liabilities
|
|
371.2
|
|
|
288.8
|
|
||
Accrued postretirement benefits
|
|
122.1
|
|
|
108.2
|
|
||
Deferred income taxes
|
|
142.7
|
|
|
161.6
|
|
||
Other liabilities
|
|
65.1
|
|
|
53.5
|
|
||
Total liabilities
|
|
1,667.7
|
|
|
1,521.1
|
|
||
|
|
|
|
|
||||
Contingencies and commitments (see Note 12)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Common stock — authorized 100,000,000 shares; issued 55,808,743 shares at June 30, 2019 and 55,712,229 shares at June 30, 2018; outstanding 47,470,363 shares at June 30, 2019 and 47,191,744 shares at June 30, 2018
|
|
279.0
|
|
|
278.6
|
|
||
Capital in excess of par value
|
|
320.4
|
|
|
310.0
|
|
||
Reinvested earnings
|
|
1,605.3
|
|
|
1,475.9
|
|
||
Common stock in treasury (8,338,380 shares and 8,520,485 shares at June 30, 2019 and 2018, respectively), at cost
|
|
(332.8
|
)
|
|
(338.8
|
)
|
||
Accumulated other comprehensive loss
|
|
(351.8
|
)
|
|
(239.8
|
)
|
||
Total stockholders' equity
|
|
1,520.1
|
|
|
1,485.9
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,187.8
|
|
|
$
|
3,007.0
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||
($ in millions, except
per share data)
|
|
Par
Value
of $5
|
|
Capital in
Excess of
Par Value
|
|
Reinvested
Earnings
|
|
Common
Stock in
Treasury
|
Accumulated Other Comprehensive (Loss) Income
|
Total Equity
|
|||||||||||||||
Balances at June 30, 2016
|
|
$
|
276.3
|
|
|
$
|
273.5
|
|
|
$
|
1,308.9
|
|
|
$
|
(343.9
|
)
|
|
$
|
(409.9
|
)
|
|
$
|
1,104.9
|
|
|
Net income
|
|
|
|
|
|
|
|
47.0
|
|
|
|
|
|
|
|
|
47.0
|
|
|||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.3
|
|
|
45.3
|
|
|||||||
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.5
|
|
|
19.5
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.0
|
|
|
2.0
|
|
|||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common @ $0.72 per share
|
|
|
|
|
|
|
|
(34.1
|
)
|
|
|
|
|
|
|
|
(34.1
|
)
|
|||||||
Share-based compensation plans
|
|
|
|
|
10.4
|
|
|
|
|
|
2.3
|
|
|
|
|
|
12.7
|
|
|||||||
Stock options exercised
|
|
0.4
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|||||||
Tax shortfall on share-based compensation
|
|
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|||||||
Balances at June 30, 2017
|
|
276.7
|
|
|
284.8
|
|
|
1,321.8
|
|
|
(341.6
|
)
|
|
(343.1
|
)
|
|
1,198.6
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
188.5
|
|
|
|
|
|
|
|
|
188.5
|
|
|||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78.6
|
|
|
78.6
|
|
|||||||
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.1
|
|
|
26.1
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common @ $0.72 per share
|
|
|
|
|
|
|
|
(34.4
|
)
|
|
|
|
|
|
|
|
(34.4
|
)
|
|||||||
Share-based compensation plans
|
|
|
|
|
14.2
|
|
|
|
|
|
2.8
|
|
|
|
|
|
17.0
|
|
|||||||
Stock options exercised
|
|
1.9
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
12.9
|
|
|||||||
Balances at June 30, 2018
|
|
278.6
|
|
|
310.0
|
|
|
1,475.9
|
|
|
(338.8
|
)
|
|
(239.8
|
)
|
|
1,485.9
|
|
|||||||
Cumulative adjustment upon adoption of ASU 2017-12
|
|
|
|
|
|
1.0
|
|
|
|
|
(1.0
|
)
|
|
—
|
|
||||||||||
Net income
|
|
|
|
|
|
|
|
167.0
|
|
|
|
|
|
|
|
|
167.0
|
|
|||||||
Pension and postretirement benefits loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(72.9
|
)
|
|
(72.9
|
)
|
|||||||
Marketable securities gain, net of tax
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
0.3
|
|
|||||||||||
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37.6
|
)
|
|
(37.6
|
)
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common @ $0.80 per share
|
|
|
|
|
|
|
|
(38.6
|
)
|
|
|
|
|
|
|
|
(38.6
|
)
|
|||||||
Share-based compensation plans
|
|
|
|
|
6.9
|
|
|
|
|
|
6.0
|
|
|
|
|
|
12.9
|
|
|||||||
Stock options exercised
|
|
0.4
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
|||||||
Balances at June 30, 2019
|
|
$
|
279.0
|
|
|
$
|
320.4
|
|
|
$
|
1,605.3
|
|
|
$
|
(332.8
|
)
|
|
$
|
(351.8
|
)
|
|
$
|
1,520.1
|
|
|
|
Common Shares
|
|||||||
|
|
Issued
|
|
Treasury
|
|
Net Outstanding
|
|||
Balances at June 30, 2016
|
|
55,254,569
|
|
|
(8,654,444
|
)
|
|
46,600,125
|
|
Stock options exercised
|
|
95,089
|
|
|
—
|
|
|
95,089
|
|
Share-based compensation plans
|
|
—
|
|
|
57,966
|
|
|
57,966
|
|
Balances at June 30, 2017
|
|
55,349,658
|
|
|
(8,596,478
|
)
|
|
46,753,180
|
|
Stock options exercised
|
|
362,571
|
|
|
—
|
|
|
362,571
|
|
Share-based compensation plans
|
|
—
|
|
|
75,993
|
|
|
75,993
|
|
Balances at June 30, 2018
|
|
55,712,229
|
|
|
(8,520,485
|
)
|
|
47,191,744
|
|
Stock options exercised
|
|
96,514
|
|
|
—
|
|
|
96,514
|
|
Share-based compensation plans
|
|
—
|
|
|
182,105
|
|
|
182,105
|
|
Balances at June 30, 2019
|
|
55,808,743
|
|
|
(8,338,380
|
)
|
|
47,470,363
|
|
3.
|
Revenue
|
End-Use Market Data
|
|
Year Ended
June 30, |
|
Year Ended
June 30, |
|
Year Ended
June 30, |
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Aerospace and Defense
|
|
$
|
1,327.9
|
|
|
$
|
1,182.3
|
|
|
$
|
973.3
|
|
||||||
Medical
|
|
205.0
|
|
|
175.3
|
|
|
125.5
|
|
|||||||||
Energy
|
|
181.7
|
|
|
146.5
|
|
|
138.0
|
|
|||||||||
Transportation
|
|
157.7
|
|
|
157.0
|
|
|
143.9
|
|
|||||||||
Industrial and Consumer
|
|
371.5
|
|
|
364.9
|
|
|
298.2
|
|
|||||||||
Distribution
|
|
136.4
|
|
|
131.7
|
|
|
118.7
|
|
|||||||||
Total net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
Geographic Data
|
|
Year Ended
June 30, |
|
Year Ended
June 30, |
|
Year Ended
June 30, |
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
United States
|
|
$
|
1,606.7
|
|
|
$
|
1,429.4
|
|
|
$
|
1,198.3
|
|
||||||
Europe
|
|
387.2
|
|
|
383.0
|
|
|
349.6
|
|
|||||||||
Asia Pacific
|
|
196.3
|
|
|
174.8
|
|
|
127.2
|
|
|||||||||
Mexico
|
|
81.6
|
|
|
61.7
|
|
|
48.5
|
|
|||||||||
Canada
|
|
67.8
|
|
|
65.7
|
|
|
47.7
|
|
|||||||||
Other
|
|
40.6
|
|
|
43.1
|
|
|
26.3
|
|
|||||||||
Total net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
|
Years Ended June 30,
|
||||||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
Less: earnings and dividends allocated to participating securities
|
|
(1.9
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Earnings available for common shareholders used in calculation of basic earnings per share
|
|
$
|
165.1
|
|
|
$
|
186.8
|
|
|
$
|
46.7
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding, basic
|
|
47.7
|
|
|
47.2
|
|
|
47.0
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
3.46
|
|
|
$
|
3.96
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
167.0
|
|
|
$
|
188.5
|
|
|
$
|
47.0
|
|
Less: earnings and dividends allocated to participating securities
|
|
(1.9
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Earnings available for common shareholders used in calculation of diluted earnings per share
|
|
$
|
165.1
|
|
|
$
|
186.8
|
|
|
$
|
46.7
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding, basic
|
|
47.7
|
|
|
47.2
|
|
|
47.0
|
|
|||
Effect of shares issuable under share-based compensation plans
|
|
0.4
|
|
|
0.4
|
|
|
0.1
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding, diluted
|
|
48.1
|
|
|
47.6
|
|
|
47.1
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
$
|
3.43
|
|
|
$
|
3.92
|
|
|
$
|
0.99
|
|
|
|
Years Ended June 30,
|
|||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
|||
Stock options
|
|
0.7
|
|
|
0.7
|
|
|
1.9
|
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Raw materials and supplies
|
|
$
|
169.8
|
|
|
$
|
157.5
|
|
Work in process
|
|
425.7
|
|
|
372.5
|
|
||
Finished and purchased products
|
|
192.2
|
|
|
159.2
|
|
||
Total inventory
|
|
$
|
787.7
|
|
|
$
|
689.2
|
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
35.6
|
|
|
$
|
34.8
|
|
Buildings and building equipment
|
|
512.9
|
|
|
500.0
|
|
||
Machinery and equipment
|
|
2,183.6
|
|
|
2,129.0
|
|
||
Construction in progress
|
|
150.7
|
|
|
83.6
|
|
||
Total at cost
|
|
2,882.8
|
|
|
2,747.4
|
|
||
Less: accumulated depreciation and amortization
|
|
1,516.6
|
|
|
1,434.0
|
|
||
Total property, plant, and equipment
|
|
$
|
1,366.2
|
|
|
$
|
1,313.4
|
|
Asset Category
|
|
Useful Life
(in Years) |
Buildings and building equipment
|
|
10 – 45
|
Machinery and equipment
|
|
3 – 30
|
($ in millions)
|
|
June 30, 2017
|
|
Acquisition
|
|
June 30, 2018
|
|
Acquisition
|
|
June 30, 2019
|
||||||||||
Goodwill
|
|
$
|
310.6
|
|
|
$
|
5.3
|
|
|
$
|
315.9
|
|
|
$
|
57.7
|
|
|
$
|
373.6
|
|
Accumulated impairment losses
|
|
(47.2
|
)
|
|
—
|
|
|
(47.2
|
)
|
|
—
|
|
|
(47.2
|
)
|
|||||
Total goodwill
|
|
$
|
263.4
|
|
|
$
|
5.3
|
|
|
$
|
268.7
|
|
|
$
|
57.7
|
|
|
$
|
326.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Specialty Alloys Operations
|
|
$
|
195.5
|
|
|
$
|
—
|
|
|
$
|
195.5
|
|
|
$
|
—
|
|
|
$
|
195.5
|
|
Performance Engineered Products
|
|
67.9
|
|
|
5.3
|
|
|
73.2
|
|
|
57.7
|
|
|
130.9
|
|
|||||
Total goodwill
|
|
$
|
263.4
|
|
|
$
|
5.3
|
|
|
$
|
268.7
|
|
|
$
|
57.7
|
|
|
$
|
326.4
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
($ in millions)
|
|
Useful Life
(in Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Trademarks and trade names
|
|
15 - 30
|
|
$
|
33.5
|
|
|
$
|
(24.3
|
)
|
|
$
|
9.2
|
|
|
$
|
33.5
|
|
|
$
|
(23.2
|
)
|
|
$
|
10.3
|
|
Customer relationships
|
|
10 - 15
|
|
76.9
|
|
|
(36.0
|
)
|
|
40.9
|
|
|
76.9
|
|
|
(30.8
|
)
|
|
46.1
|
|
||||||
Non-compete agreements
|
|
5
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Technology
|
|
15
|
|
7.3
|
|
|
(1.0
|
)
|
|
6.3
|
|
|
7.3
|
|
|
(0.5
|
)
|
|
6.8
|
|
||||||
Patents
|
|
14 - 20
|
|
11.4
|
|
|
(0.7
|
)
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
|
$
|
129.3
|
|
|
$
|
(62.1
|
)
|
|
$
|
67.2
|
|
|
$
|
117.9
|
|
|
$
|
(54.6
|
)
|
|
$
|
63.3
|
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Accrued compensation and benefits
|
|
$
|
71.2
|
|
|
$
|
83.3
|
|
Derivative financial instruments
|
|
16.7
|
|
|
—
|
|
||
Accrued postretirement benefits
|
|
14.7
|
|
|
15.4
|
|
||
Deferred revenue
|
|
10.5
|
|
|
10.4
|
|
||
Accrued interest expense
|
|
10.4
|
|
|
10.4
|
|
||
Accrued income taxes
|
|
4.2
|
|
|
1.4
|
|
||
Accrued pension liabilities
|
|
3.4
|
|
|
3.3
|
|
||
Other
|
|
26.5
|
|
|
24.4
|
|
||
Total accrued liabilities
|
|
$
|
157.6
|
|
|
$
|
148.6
|
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at June 30, 2019 and 2018)
|
|
$
|
251.2
|
|
|
$
|
246.6
|
|
Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at June 30, 2019 and 2018)
|
|
299.4
|
|
|
299.1
|
|
||
Total
|
|
550.6
|
|
|
545.7
|
|
||
Less: amounts due within one year
|
|
—
|
|
|
—
|
|
||
Long-term debt, net of current portion
|
|
$
|
550.6
|
|
|
$
|
545.7
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
1,264.5
|
|
|
$
|
1,369.1
|
|
|
$
|
241.5
|
|
|
$
|
255.1
|
|
Service cost
|
|
9.2
|
|
|
9.5
|
|
|
2.3
|
|
|
2.6
|
|
||||
Interest cost
|
|
53.0
|
|
|
52.1
|
|
|
10.1
|
|
|
9.5
|
|
||||
Benefits paid
|
|
(88.7
|
)
|
|
(89.8
|
)
|
|
(12.6
|
)
|
|
(13.0
|
)
|
||||
Actuarial loss (gains)
|
|
101.3
|
|
|
(76.6
|
)
|
|
14.5
|
|
|
(12.7
|
)
|
||||
Special termination benefits
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
|
1,339.3
|
|
|
1,264.5
|
|
|
255.8
|
|
|
241.5
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
972.5
|
|
|
987.6
|
|
|
117.9
|
|
|
117.0
|
|
||||
Actual return
|
|
72.2
|
|
|
64.7
|
|
|
10.5
|
|
|
10.6
|
|
||||
Benefits paid
|
|
(88.7
|
)
|
|
(89.8
|
)
|
|
(12.6
|
)
|
|
(13.0
|
)
|
||||
Contributions
|
|
8.7
|
|
|
10.0
|
|
|
3.2
|
|
|
3.3
|
|
||||
Fair value of plan assets at end of year
|
|
964.7
|
|
|
972.5
|
|
|
119.0
|
|
|
117.9
|
|
||||
Funded status of the plans
|
|
$
|
(374.6
|
)
|
|
$
|
(292.0
|
)
|
|
$
|
(136.8
|
)
|
|
$
|
(123.6
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other assets - noncurrent
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities - current
|
|
(3.4
|
)
|
|
(3.3
|
)
|
|
(14.7
|
)
|
|
(15.4
|
)
|
||||
Accrued pension liabilities - noncurrent
|
|
(371.2
|
)
|
|
(288.8
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued postretirement benefits - noncurrent
|
|
—
|
|
|
—
|
|
|
(122.1
|
)
|
|
(108.2
|
)
|
||||
|
|
$
|
(374.6
|
)
|
|
$
|
(292.0
|
)
|
|
$
|
(136.8
|
)
|
|
$
|
(123.6
|
)
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
445.7
|
|
|
$
|
362.1
|
|
|
$
|
42.3
|
|
|
$
|
32.9
|
|
Prior service cost (credit)
|
|
14.1
|
|
|
16.2
|
|
|
(17.9
|
)
|
|
(23.1
|
)
|
||||
Total
|
|
$
|
459.8
|
|
|
$
|
378.3
|
|
|
$
|
24.4
|
|
|
$
|
9.8
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss consist of:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
94.1
|
|
|
$
|
(75.0
|
)
|
|
$
|
10.9
|
|
|
$
|
(16.3
|
)
|
Amortization of net loss
|
|
(10.4
|
)
|
|
(13.5
|
)
|
|
(1.6
|
)
|
|
(2.9
|
)
|
||||
Amortization of prior service (cost) benefit
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
5.2
|
|
|
5.2
|
|
||||
Total, before tax effect
|
|
$
|
81.6
|
|
|
$
|
(90.6
|
)
|
|
$
|
14.5
|
|
|
$
|
(14.0
|
)
|
Additional information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated benefit obligation for all pension plans
|
|
$
|
1,331.6
|
|
|
$
|
1,257.8
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
|
$
|
1,339.3
|
|
|
$
|
1,264.4
|
|
|
$
|
255.9
|
|
|
$
|
241.5
|
|
Fair value of plan assets
|
|
$
|
964.7
|
|
|
$
|
972.4
|
|
|
$
|
119.0
|
|
|
$
|
117.9
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Accumulated benefit obligation
|
|
$
|
1,331.5
|
|
|
$
|
1,257.7
|
|
|
$
|
255.9
|
|
|
$
|
241.5
|
|
Fair value of plan assets
|
|
$
|
964.7
|
|
|
$
|
972.4
|
|
|
$
|
119.0
|
|
|
$
|
117.9
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
|
$
|
9.2
|
|
|
$
|
9.5
|
|
|
$
|
20.5
|
|
|
$
|
2.3
|
|
|
$
|
2.6
|
|
|
$
|
3.6
|
|
Interest cost
|
|
53.0
|
|
|
52.1
|
|
|
50.3
|
|
|
10.1
|
|
|
9.5
|
|
|
9.2
|
|
||||||
Expected return on plan assets
|
|
(64.9
|
)
|
|
(65.9
|
)
|
|
(65.1
|
)
|
|
(7.0
|
)
|
|
(6.9
|
)
|
|
(6.9
|
)
|
||||||
Amortization of net loss
|
|
10.4
|
|
|
13.5
|
|
|
37.8
|
|
|
1.6
|
|
|
2.9
|
|
|
3.2
|
|
||||||
Amortization of prior service cost (benefit)
|
|
2.1
|
|
|
2.1
|
|
|
1.8
|
|
|
(5.2
|
)
|
|
(5.2
|
)
|
|
(6.5
|
)
|
||||||
Curtailment loss
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit costs
|
|
$
|
9.8
|
|
|
$
|
11.3
|
|
|
$
|
45.8
|
|
|
$
|
1.8
|
|
|
$
|
2.9
|
|
|
$
|
2.6
|
|
Weighted-average assumptions used to determine benefit obligations at fiscal year end
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
Discount rate
|
|
3.61
|
%
|
|
4.32
|
%
|
|
3.60
|
%
|
|
4.32
|
%
|
Rate of compensation increase
|
|
3.39
|
%
|
|
3.44
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic benefit cost for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Pension Plans
|
|
Other Postretirement Plans
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Discount rate
|
|
4.32
|
%
|
|
3.92
|
%
|
|
3.91
|
%
|
|
4.32
|
%
|
|
3.89
|
%
|
|
3.86
|
%
|
Expected long-term rate of return on plan assets
|
|
6.88
|
%
|
|
6.87
|
%
|
|
6.88
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
Long-term rate of compensation increase
|
|
3.39
|
%
|
|
3.44
|
%
|
|
3.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
June 30,
|
||||
|
|
2019
|
|
2018
|
||
Assumed health care cost trend rate
|
|
6.25
|
%
|
|
6.50
|
%
|
Rate to which the cost trend rate is assumed to decline and remain (the ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2025
|
|
|
2022
|
|
($ in millions)
|
|
Pension Plans
|
|
Other Postretirement Plans
|
|
Total
|
||||||
Amortization of prior service cost (benefit)
|
|
$
|
2.1
|
|
|
$
|
(3.9
|
)
|
|
$
|
(1.8
|
)
|
Amortization of net actuarial loss
|
|
15.5
|
|
|
2.5
|
|
|
18.0
|
|
|||
Amortization of accumulated other comprehensive loss (gain)
|
|
$
|
17.6
|
|
|
$
|
(1.4
|
)
|
|
$
|
16.2
|
|
|
|
2019
|
|
2018
|
||
Equity securities
|
|
53.7
|
%
|
|
55.7
|
%
|
Fixed income securities
|
|
46.3
|
|
|
44.3
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
June 30, 2019
|
||||||||||||||
|
|
Fair Value
Measurements Using Input Type |
|
|
|
|
||||||||||
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
||||||||
Short-term investments
|
|
$
|
5.4
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
14.9
|
|
Domestic and international equities
|
|
132.6
|
|
|
—
|
|
|
—
|
|
|
132.6
|
|
||||
Commingled funds
|
|
—
|
|
|
—
|
|
|
371.4
|
|
|
371.4
|
|
||||
Limited partnerships
|
|
—
|
|
|
—
|
|
|
45.4
|
|
|
45.4
|
|
||||
Government agency bonds
|
|
4.8
|
|
|
172.0
|
|
|
—
|
|
|
176.8
|
|
||||
Corporate bonds
|
|
—
|
|
|
220.2
|
|
|
—
|
|
|
220.2
|
|
||||
Mutual funds
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Mortgage/asset backed securities and other
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||
|
|
$
|
144.7
|
|
|
$
|
403.2
|
|
|
$
|
416.8
|
|
|
$
|
964.7
|
|
|
|
June 30, 2018
|
||||||||||||||
|
|
Fair Value
Measurements Using Input Type |
|
|
|
|
||||||||||
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
||||||||
Short-term investments
|
|
$
|
2.5
|
|
|
$
|
14.6
|
|
|
$
|
—
|
|
|
$
|
17.1
|
|
Domestic and international equities
|
|
156.4
|
|
|
—
|
|
|
—
|
|
|
156.4
|
|
||||
Commingled funds
|
|
—
|
|
|
—
|
|
|
365.3
|
|
|
365.3
|
|
||||
Limited partnerships
|
|
—
|
|
|
—
|
|
|
43.3
|
|
|
43.3
|
|
||||
Government agency bonds
|
|
3.5
|
|
|
151.6
|
|
|
—
|
|
|
155.1
|
|
||||
Corporate bonds
|
|
—
|
|
|
226.3
|
|
|
—
|
|
|
226.3
|
|
||||
Mutual funds
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
||||
Mortgage/asset backed securities and other
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||
|
|
$
|
162.4
|
|
|
$
|
399.7
|
|
|
$
|
410.4
|
|
|
$
|
972.5
|
|
|
|
June 30, 2019
|
||||||||||||||
|
|
Fair Value
Measurements Using Input Type |
|
|
|
|
||||||||||
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
||||||||
Commingled fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83.7
|
|
|
$
|
83.7
|
|
Short-term investments
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
||||
Government agency bonds
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||
Corporate bonds and other
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||
|
|
$
|
—
|
|
|
$
|
35.3
|
|
|
$
|
83.7
|
|
|
$
|
119.0
|
|
|
|
June 30, 2018
|
||||||||||||||
|
|
Fair Value
Measurements Using Input Type |
|
|
|
|
||||||||||
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
||||||||
Commingled fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80.3
|
|
|
$
|
80.3
|
|
Short-term investments
|
|
—
|
|
|
23.0
|
|
|
—
|
|
|
23.0
|
|
||||
Government agency bonds
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
||||
Corporate bonds and other
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||
Mortgage backed securities
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
|
|
$
|
—
|
|
|
$
|
37.6
|
|
|
$
|
80.3
|
|
|
$
|
117.9
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Pension
Benefits |
|
Other
Benefits |
||||
2020
|
|
$
|
83.0
|
|
|
$
|
14.7
|
|
2021
|
|
$
|
82.4
|
|
|
$
|
15.1
|
|
2022
|
|
$
|
82.6
|
|
|
$
|
15.1
|
|
2023
|
|
$
|
82.4
|
|
|
$
|
15.1
|
|
2024
|
|
$
|
81.8
|
|
|
$
|
15.1
|
|
2025-2029
|
|
$
|
395.5
|
|
|
$
|
73.1
|
|
June 30, 2019
|
|
Fair Value Measurements
Using Input Type |
||||||
($ in millions)
|
|
Level 2
|
|
Total
|
||||
Assets:
|
|
|
|
|
|
|
||
Derivative financial instruments
|
|
$
|
12.5
|
|
|
$
|
12.5
|
|
Liabilities:
|
|
|
|
|
|
|
||
Derivative financial instruments
|
|
$
|
28.0
|
|
|
$
|
28.0
|
|
June 30, 2018
|
|
Fair Value Measurements
Using Input Type |
||||||
($ in millions)
|
|
Level 2
|
|
Total
|
||||
Assets:
|
|
|
|
|
|
|
||
Marketable securities
|
|
|
|
|
|
|
||
Municipal auction rate securities
|
|
$
|
2.9
|
|
|
$
|
2.9
|
|
Derivative financial instruments
|
|
35.2
|
|
|
35.2
|
|
||
Total assets
|
|
$
|
38.1
|
|
|
$
|
38.1
|
|
Liabilities:
|
|
|
|
|
|
|
||
Derivative financial instruments
|
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
($ in millions)
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Long-term debt
|
|
$
|
550.6
|
|
|
$
|
560.6
|
|
|
$
|
545.7
|
|
|
$
|
558.3
|
|
Company-owned life insurance
|
|
$
|
17.9
|
|
|
$
|
17.9
|
|
|
$
|
16.4
|
|
|
$
|
16.4
|
|
|
|
Years Ended June 30,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected volatility
|
|
36
|
%
|
|
35
|
%
|
|
37
|
%
|
Dividend yield
|
|
1.3
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
Risk-free interest rate
|
|
2.8
|
%
|
|
1.8
|
%
|
|
1.1
|
%
|
Expected term (in years)
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
|
Number of
Awards |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value ($ in millions) |
|||||
Outstanding at June 30, 2016
|
|
1,701,502
|
|
|
$
|
43.35
|
|
|
|
|
|
|
|
Granted
|
|
907,141
|
|
|
$
|
38.98
|
|
|
|
|
|
|
|
Exercised
|
|
(95,289
|
)
|
|
$
|
23.21
|
|
|
|
|
|
|
|
Forfeited
|
|
(80,926
|
)
|
|
$
|
44.35
|
|
|
|
|
|
|
|
Expired
|
|
(40,000
|
)
|
|
$
|
55.12
|
|
|
|
|
|
||
Outstanding at June 30, 2017
|
|
2,392,428
|
|
|
$
|
42.27
|
|
|
|
|
|
|
|
Granted
|
|
252,545
|
|
|
$
|
41.27
|
|
|
|
|
|
|
|
Exercised
|
|
(362,571
|
)
|
|
$
|
35.70
|
|
|
|
|
|
|
|
Forfeited
|
|
(25,915
|
)
|
|
$
|
45.27
|
|
|
|
|
|
|
|
Expired
|
|
(33,226
|
)
|
|
$
|
63.12
|
|
|
|
|
|
||
Outstanding at June 30, 2018
|
|
2,223,261
|
|
|
$
|
42.88
|
|
|
|
|
|
|
|
Granted
|
|
124,977
|
|
|
$
|
57.92
|
|
|
|
|
|
|
|
Exercised
|
|
(96,514
|
)
|
|
$
|
39.93
|
|
|
|
|
|
|
|
Forfeited
|
|
(125,435
|
)
|
|
$
|
40.17
|
|
|
|
|
|
|
|
Outstanding at June 30, 2019
|
|
2,126,289
|
|
|
$
|
44.06
|
|
|
6.1 years
|
|
$
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at June 30, 2019
|
|
1,258,605
|
|
|
$
|
45.66
|
|
|
5.1 years
|
|
$
|
5.8
|
|
Exercise Price
Range |
|
Number Outstanding at June 30, 2019
|
|
Weighted
Average Remaining Contractual Term (in Years) |
|
Weighted
Average Exercise Price |
|
Number Exercisable at June 30, 2019
|
|
Weighted
Average Exercise Price |
||||||
$17.29 - $20.00
|
|
14,166
|
|
|
0.1
|
|
$
|
17.29
|
|
|
14,166
|
|
|
$
|
17.29
|
|
$20.01 - $30.00
|
|
167
|
|
|
0.5
|
|
$
|
24.62
|
|
|
167
|
|
|
$
|
24.62
|
|
$30.01 - $40.00
|
|
918,282
|
|
|
6.7
|
|
$
|
38.41
|
|
|
296,488
|
|
|
$
|
37.20
|
|
$40.01 - $50.00
|
|
513,090
|
|
|
6.4
|
|
$
|
41.94
|
|
|
375,876
|
|
|
$
|
42.39
|
|
$50.01 - $59.53
|
|
680,584
|
|
|
5.3
|
|
$
|
53.84
|
|
|
571,908
|
|
|
$
|
52.90
|
|
|
|
2,126,289
|
|
|
|
|
$
|
44.06
|
|
|
1,258,605
|
|
|
$
|
45.66
|
|
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Restricted Balance at June 30, 2016
|
|
188,469
|
|
|
$
|
35.69
|
|
Time-based granted
|
|
231,195
|
|
|
$
|
38.82
|
|
Performance-based granted
|
|
55,478
|
|
|
$
|
36.18
|
|
Vested
|
|
(44,873
|
)
|
|
$
|
34.24
|
|
Forfeited
|
|
(37,792
|
)
|
|
$
|
38.80
|
|
Restricted Balance at June 30, 2017
|
|
392,477
|
|
|
$
|
37.47
|
|
Time-based granted
|
|
138,718
|
|
|
$
|
41.49
|
|
Performance-based granted
|
|
124,432
|
|
|
$
|
50.99
|
|
Vested
|
|
(62,215
|
)
|
|
$
|
35.35
|
|
Forfeited
|
|
(21,384
|
)
|
|
$
|
39.48
|
|
Restricted Balance at June 30, 2018
|
|
572,028
|
|
|
$
|
41.54
|
|
Time-based granted
|
|
132,421
|
|
|
$
|
57.92
|
|
Vested
|
|
(175,554
|
)
|
|
$
|
38.39
|
|
Forfeited
|
|
(54,560
|
)
|
|
$
|
41.62
|
|
Restricted Balance at June 30, 2019
|
|
474,335
|
|
|
$
|
44.66
|
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at June 30, 2016
|
|
334,943
|
|
|
$
|
38.64
|
|
Granted
|
|
27,285
|
|
|
$
|
39.69
|
|
Distributed
|
|
(30,022
|
)
|
|
$
|
34.19
|
|
Dividend equivalents
|
|
6,347
|
|
|
$
|
—
|
|
Outstanding at June 30, 2017
|
|
338,553
|
|
|
$
|
42.47
|
|
Granted
|
|
21,813
|
|
|
$
|
49.14
|
|
Distributed
|
|
(35,489
|
)
|
|
$
|
35.22
|
|
Dividend equivalents
|
|
4,869
|
|
|
$
|
—
|
|
Outstanding at June 30, 2018
|
|
329,746
|
|
|
$
|
33.05
|
|
Granted
|
|
21,158
|
|
|
$
|
56.00
|
|
Distributed
|
|
(32,352
|
)
|
|
$
|
39.01
|
|
Dividend equivalents
|
|
6,003
|
|
|
$
|
—
|
|
Outstanding at June 30, 2019
|
|
324,555
|
|
|
$
|
35.25
|
|
June 30, 2019
($ in millions) |
|
Interest Rate Swaps
|
|
Foreign Currency Contracts
|
|
Commodity Contracts
|
|
Total Derivatives
|
||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
3.8
|
|
|
$
|
4.7
|
|
Other assets
|
|
1.6
|
|
|
0.2
|
|
|
6.0
|
|
|
7.8
|
|
||||
Total asset derivatives
|
|
$
|
1.9
|
|
|
$
|
0.8
|
|
|
$
|
9.8
|
|
|
$
|
12.5
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
|
$
|
16.7
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
11.3
|
|
||||
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.0
|
|
|
$
|
28.0
|
|
June 30, 2018
($ in millions) |
|
Interest Rate Swaps
|
|
Foreign Currency Contracts
|
|
Commodity Contracts
|
|
Total Derivatives
|
||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
15.3
|
|
|
$
|
15.8
|
|
Other assets
|
|
—
|
|
|
—
|
|
|
19.4
|
|
|
19.4
|
|
||||
Total asset derivatives
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
34.7
|
|
|
$
|
35.2
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Other liabilities
|
|
2.9
|
|
|
—
|
|
|
0.4
|
|
|
3.3
|
|
||||
Total liability derivatives
|
|
$
|
2.9
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
3.4
|
|
|
|
Amount of Gain (Loss) Recognized in AOCI on Derivatives
Years Ended June 30, |
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|||
Commodity contracts
|
|
$
|
45.4
|
|
|
$
|
41.4
|
|
|
$
|
9.4
|
|
Foreign exchange contracts
|
|
(0.9
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|||
Total
|
|
$
|
44.5
|
|
|
$
|
41.0
|
|
|
$
|
9.3
|
|
|
|
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
Years Ended June 30, |
||||||||||
($ in millions)
|
|
Location of Gain (Loss)
Reclassified from AOCI into Income |
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commodity contracts
|
|
Cost of sales
|
|
$
|
5.1
|
|
|
$
|
3.8
|
|
|
$
|
(22.8
|
)
|
Foreign exchange contracts
|
|
Net sales
|
|
1.0
|
|
|
(1.0
|
)
|
|
0.5
|
|
|||
Forward interest rate swaps
|
|
Interest expense
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|||
Total
|
|
|
|
$
|
6.5
|
|
|
$
|
3.2
|
|
|
$
|
(21.9
|
)
|
|
|
Year Ended
June 30, 2019
|
|
Year Ended
June 30, 2018
|
||||||||||||||||||||
($ in millions)
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
||||||||||||
Total amounts presented in the consolidated statements of income in which the effects of cash flow and fair value hedges are recorded
|
|
$
|
2,380.2
|
|
|
$
|
1,935.4
|
|
|
$
|
26.0
|
|
|
$
|
2,157.7
|
|
|
$
|
1,775.4
|
|
|
$
|
28.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||||
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amount of gain (loss) reclassified from AOCI to income
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Gain (Loss) on Derivatives in Fair Value Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedged Item
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Total gain (loss)
|
|
$
|
1.0
|
|
|
$
|
5.1
|
|
|
$
|
0.4
|
|
|
$
|
(1.0
|
)
|
|
$
|
3.8
|
|
|
$
|
0.4
|
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning
|
|
$
|
23.8
|
|
|
$
|
(2.3
|
)
|
|
$
|
(21.8
|
)
|
Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Current period changes in fair value, net of tax
|
|
(32.7
|
)
|
|
26.9
|
|
|
5.8
|
|
|||
Reclassification to earnings, net of tax
|
|
(4.9
|
)
|
|
(0.8
|
)
|
|
13.7
|
|
|||
Balance, ending
|
|
$
|
(14.8
|
)
|
|
$
|
23.8
|
|
|
$
|
(2.3
|
)
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
204.2
|
|
|
$
|
140.3
|
|
|
$
|
56.0
|
|
Foreign
|
|
11.8
|
|
|
19.9
|
|
|
14.2
|
|
|||
Income before income taxes
|
|
$
|
216.0
|
|
|
$
|
160.2
|
|
|
$
|
70.2
|
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
23.2
|
|
|
$
|
22.6
|
|
|
$
|
(24.5
|
)
|
State
|
|
4.4
|
|
|
3.5
|
|
|
(1.1
|
)
|
|||
Foreign
|
|
4.9
|
|
|
6.7
|
|
|
7.2
|
|
|||
Total current
|
|
32.5
|
|
|
32.8
|
|
|
(18.4
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
13.1
|
|
|
(66.0
|
)
|
|
38.7
|
|
|||
State
|
|
3.6
|
|
|
4.8
|
|
|
3.5
|
|
|||
Foreign
|
|
(0.2
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Total deferred
|
|
16.5
|
|
|
(61.1
|
)
|
|
41.6
|
|
|||
Total income tax expense (benefit)
|
|
$
|
49.0
|
|
|
$
|
(28.3
|
)
|
|
$
|
23.2
|
|
|
|
Years Ended June 30,
|
|||||||
(% of pre-tax income)
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
|
21.0
|
%
|
|
28.1
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
3.0
|
|
|
2.6
|
|
|
2.0
|
|
Domestic manufacturing deduction
|
|
—
|
|
|
(1.5
|
)
|
|
(3.0
|
)
|
Research and development tax credit
|
|
(1.1
|
)
|
|
(1.4
|
)
|
|
(3.9
|
)
|
Adjustments of prior years' income taxes
|
|
(0.9
|
)
|
|
0.2
|
|
|
3.3
|
|
Remeasurement of U.S. deferred taxes
|
|
0.1
|
|
|
(49.3
|
)
|
|
—
|
|
Transition tax on foreign earnings
|
|
(0.1
|
)
|
|
3.1
|
|
|
—
|
|
Other, net
|
|
0.7
|
|
|
0.5
|
|
|
(0.4
|
)
|
Effective income tax rate
|
|
22.7
|
%
|
|
(17.7
|
)%
|
|
33.0
|
%
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Pensions
|
|
$
|
86.9
|
|
|
$
|
66.8
|
|
Postretirement provisions
|
|
35.7
|
|
|
33.7
|
|
||
Net operating loss carryforwards
|
|
28.8
|
|
|
26.5
|
|
||
Derivatives and hedging activities
|
|
4.1
|
|
|
—
|
|
||
Other
|
|
32.1
|
|
|
29.4
|
|
||
Gross deferred tax assets
|
|
187.6
|
|
|
156.4
|
|
||
Valuation allowances
|
|
(24.6
|
)
|
|
(23.9
|
)
|
||
Total deferred tax assets
|
|
163.0
|
|
|
132.5
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Depreciation
|
|
(249.5
|
)
|
|
(235.2
|
)
|
||
Intangible assets
|
|
(11.3
|
)
|
|
(11.9
|
)
|
||
Inventories
|
|
(36.1
|
)
|
|
(30.5
|
)
|
||
Derivatives and hedging activities
|
|
(0.3
|
)
|
|
(8.7
|
)
|
||
Other
|
|
(4.3
|
)
|
|
(3.5
|
)
|
||
Total deferred tax liabilities
|
|
(301.5
|
)
|
|
(289.8
|
)
|
||
Deferred tax liabilities, net
|
|
$
|
(138.5
|
)
|
|
$
|
(157.3
|
)
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrealized gains on company owned life insurance contracts and investments held in rabbi trusts
|
|
$
|
0.8
|
|
|
$
|
1.5
|
|
|
$
|
1.7
|
|
Interest income
|
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
|||
Foreign exchange
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|||
Pension earnings, interest and deferrals
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|
(23.8
|
)
|
|||
Pension curtailment
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Other
|
|
0.2
|
|
|
0.2
|
|
|
1.2
|
|
|||
Total other income (expense), net
|
|
$
|
0.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
(21.5
|
)
|
Segment Data
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|||
Specialty Alloys Operations
|
|
$
|
1,967.3
|
|
|
$
|
1,803.8
|
|
|
$
|
1,461.6
|
|
Performance Engineered Products
|
|
479.8
|
|
|
429.7
|
|
|
366.6
|
|
|||
Intersegment
|
|
(66.9
|
)
|
|
(75.8
|
)
|
|
(30.6
|
)
|
|||
Consolidated net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
|
|
|
|
|
|
||||||
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Income:
|
|
|
|
|
|
|
|
|
|
|||
Specialty Alloys Operations
|
|
$
|
282.2
|
|
|
$
|
232.4
|
|
|
$
|
172.3
|
|
Performance Engineered Products
|
|
30.0
|
|
|
26.1
|
|
|
8.5
|
|
|||
Corporate costs (including loss on divestiture of business)
|
|
(72.7
|
)
|
|
(66.4
|
)
|
|
(60.8
|
)
|
|||
Intersegment
|
|
1.9
|
|
|
(2.8
|
)
|
|
1.5
|
|
|||
Consolidated operating income
|
|
$
|
241.4
|
|
|
$
|
189.3
|
|
|
$
|
121.5
|
|
|
|
|
|
|
|
|
||||||
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|
|||
Specialty Alloys Operations
|
|
$
|
95.2
|
|
|
$
|
93.3
|
|
|
$
|
94.0
|
|
Performance Engineered Products
|
|
22.2
|
|
|
20.2
|
|
|
20.6
|
|
|||
Corporate
|
|
4.9
|
|
|
3.9
|
|
|
4.0
|
|
|||
Intersegment
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Consolidated depreciation and amortization
|
|
$
|
121.5
|
|
|
$
|
116.6
|
|
|
$
|
117.8
|
|
|
|
|
|
|
|
|
||||||
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
|||
Specialty Alloys Operations
|
|
$
|
92.7
|
|
|
$
|
63.6
|
|
|
$
|
52.2
|
|
Performance Engineered Products
|
|
51.7
|
|
|
31.6
|
|
|
17.0
|
|
|||
Corporate
|
|
37.1
|
|
|
41.6
|
|
|
29.7
|
|
|||
Intersegment
|
|
(1.2
|
)
|
|
(1.8
|
)
|
|
(0.4
|
)
|
|||
Consolidated capital expenditures
|
|
$
|
180.3
|
|
|
$
|
135.0
|
|
|
$
|
98.5
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
June 30,
|
||||||||
($ in millions)
|
|
|
|
2019
|
|
2018
|
||||||
Total Assets:
|
|
|
|
|
|
|
|
|
||||
Specialty Alloys Operations
|
|
|
|
$
|
2,349.2
|
|
|
$
|
2,312.1
|
|
||
Performance Engineered Products
|
|
|
|
664.8
|
|
|
513.6
|
|
||||
Corporate
|
|
|
|
192.5
|
|
|
193.2
|
|
||||
Intersegment
|
|
|
|
(18.7
|
)
|
|
(11.9
|
)
|
||||
Consolidated total assets
|
|
|
|
$
|
3,187.8
|
|
|
$
|
3,007.0
|
|
Geographic Data
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales: (a)
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
$
|
1,606.7
|
|
|
$
|
1,429.4
|
|
|
$
|
1,198.3
|
|
Europe
|
|
387.2
|
|
|
383.0
|
|
|
349.6
|
|
|||
Asia Pacific
|
|
196.3
|
|
|
174.8
|
|
|
127.2
|
|
|||
Mexico
|
|
81.6
|
|
|
61.7
|
|
|
48.5
|
|
|||
Canada
|
|
67.8
|
|
|
65.7
|
|
|
47.7
|
|
|||
Other
|
|
40.6
|
|
|
43.1
|
|
|
26.3
|
|
|||
Consolidated net sales
|
|
$
|
2,380.2
|
|
|
$
|
2,157.7
|
|
|
$
|
1,797.6
|
|
|
|
June 30,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Long-lived assets:
|
|
|
|
|
|
|
||
United States
|
|
$
|
1,335.6
|
|
|
$
|
1,286.4
|
|
Europe
|
|
17.0
|
|
|
3.9
|
|
||
Asia Pacific
|
|
6.8
|
|
|
15.4
|
|
||
Canada
|
|
5.5
|
|
|
6.3
|
|
||
Mexico
|
|
1.3
|
|
|
1.4
|
|
||
Consolidated long-lived assets
|
|
$
|
1,366.2
|
|
|
$
|
1,313.4
|
|
($ 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, 2018
|
|
$
|
23.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(239.8
|
)
|
Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
|
(32.7
|
)
|
|
(79.7
|
)
|
|
0.3
|
|
|
(0.8
|
)
|
|
(112.9
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
(4.9
|
)
|
|
6.8
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive (loss) income
|
|
(38.6
|
)
|
|
(72.9
|
)
|
|
0.3
|
|
|
(0.8
|
)
|
|
(112.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2019
|
|
$
|
(14.8
|
)
|
|
$
|
(293.3
|
)
|
|
$
|
—
|
|
|
$
|
(43.7
|
)
|
|
$
|
(351.8
|
)
|
($ 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, 2017
|
|
$
|
(2.3
|
)
|
|
$
|
(299.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(41.5
|
)
|
|
$
|
(343.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
26.9
|
|
|
69.7
|
|
|
—
|
|
|
(1.4
|
)
|
|
95.2
|
|
|||||
Amounts reclassified from AOCI (b)
|
|
(0.8
|
)
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current-period other comprehensive income (loss)
|
|
26.1
|
|
|
78.6
|
|
|
—
|
|
|
(1.4
|
)
|
|
103.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2018
|
|
$
|
23.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(239.8
|
)
|
|
|
|
|
Amount Reclassified from AOCI
|
||||||
|
|
|
|
Years Ended June 30,
|
||||||
($ in millions) (a)
|
|
Location of gain
(loss) |
|
2019
|
|
2018
|
||||
Details about AOCI Components
|
|
|
|
|
|
|
|
|||
Cash flow hedging items
|
|
|
|
|
|
|
|
|||
Commodity contracts
|
|
Cost of sales
|
|
$
|
5.1
|
|
|
$
|
1.8
|
|
Foreign exchange contracts
|
|
Net sales
|
|
1.0
|
|
|
(1.0
|
)
|
||
Forward interest rate swaps
|
|
Interest expense
|
|
0.4
|
|
|
0.4
|
|
||
|
|
Total before tax
|
|
6.5
|
|
|
1.2
|
|
||
|
|
Tax expense
|
|
(1.6
|
)
|
|
(0.4
|
)
|
||
|
|
Net of tax
|
|
$
|
4.9
|
|
|
$
|
0.8
|
|
Amortization of pension and other postretirement benefit plan items
|
|
|
|
|
|
|
|
|
||
Net actuarial loss
|
|
(b)
|
|
$
|
(12.0
|
)
|
|
$
|
(16.4
|
)
|
Prior service cost
|
|
(b)
|
|
3.1
|
|
|
3.1
|
|
||
|
|
Total before tax
|
|
(8.9
|
)
|
|
(13.3
|
)
|
||
|
|
Tax benefit
|
|
2.1
|
|
|
4.4
|
|
||
|
|
Net of tax
|
|
$
|
(6.8
|
)
|
|
$
|
(8.9
|
)
|
|
|
Years Ended June 30,
|
||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost Data:
|
|
|
|
|
|
|
|
|
|
|||
Repairs and maintenance costs
|
|
$
|
120.4
|
|
|
$
|
108.0
|
|
|
$
|
99.1
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Noncash purchases of property, plant, equipment and software
|
|
$
|
16.1
|
|
|
$
|
16.5
|
|
|
$
|
13.7
|
|
Cash paid (received) during the year for:
|
|
|
|
|
|
|
|
|
|
|||
Interest payments, net
|
|
$
|
27.6
|
|
|
$
|
29.5
|
|
|
$
|
27.7
|
|
Income tax payments (refunds), net
|
|
$
|
27.5
|
|
|
$
|
33.7
|
|
|
$
|
(33.3
|
)
|
($ in millions)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal Year 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
572.4
|
|
|
$
|
556.5
|
|
|
$
|
609.9
|
|
|
$
|
641.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
$
|
91.7
|
|
|
$
|
107.0
|
|
|
$
|
123.2
|
|
|
$
|
122.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
45.0
|
|
|
$
|
55.4
|
|
|
$
|
73.2
|
|
|
$
|
67.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
31.5
|
|
|
$
|
35.5
|
|
|
$
|
51.1
|
|
|
$
|
48.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
479.8
|
|
|
$
|
487.8
|
|
|
$
|
572.2
|
|
|
$
|
618.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
$
|
85.6
|
|
|
$
|
85.7
|
|
|
$
|
96.1
|
|
|
$
|
114.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
42.2
|
|
|
$
|
41.4
|
|
|
$
|
45.7
|
|
|
$
|
60.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
23.4
|
|
|
$
|
92.1
|
|
|
$
|
30.2
|
|
|
$
|
42.8
|
|
(per share amount)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2019
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings
|
|
$
|
0.66
|
|
|
$
|
0.73
|
|
|
$
|
1.06
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings
|
|
$
|
0.65
|
|
|
$
|
0.73
|
|
|
$
|
1.05
|
|
|
$
|
1.00
|
|
Fiscal Year 2018
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings
|
|
$
|
0.49
|
|
|
$
|
1.93
|
|
|
$
|
0.63
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings
|
|
$
|
0.49
|
|
|
$
|
1.92
|
|
|
$
|
0.63
|
|
|
$
|
0.88
|
|
(shares in millions)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
||||
Fiscal Year 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
47.6
|
|
|
47.7
|
|
|
47.7
|
|
|
47.7
|
|
Diluted
|
|
48.2
|
|
|
48.0
|
|
|
48.1
|
|
|
48.1
|
|
Fiscal Year 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
47.1
|
|
|
47.2
|
|
|
47.2
|
|
|
47.4
|
|
Diluted
|
|
47.3
|
|
|
47.6
|
|
|
47.7
|
|
|
48.0
|
|
Plan category
|
|
Number of
securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|||||||
Equity compensation plans approved by security holders
|
|
2,126,289
|
|
|
$
|
44.06
|
|
|
2,651,218
|
|
|
(1
|
)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Total
|
|
2,126,289
|
|
|
$
|
44.06
|
|
|
2,651,218
|
|
|
(1
|
)
|
Exhibit No.
|
|
Description
|
|
Restated Certificate of Incorporation, dated October 26, 1998 (Exhibit 3(A) to our Annual Report on Form 10-K filed on September 9, 2005 and incorporated herein by reference).
|
|
|
|
|
|
By-Laws, amended as of August 11, 2015 (Exhibit 3.1 to our Current Report on Form 8-K filed on August 17, 2015 and incorporated herein by reference).
|
|
|
|
|
|
Indenture, dated January 12, 1994, between Carpenter Technology Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association, as successor Trustee to Morgan Guaranty Trust Company of New York) (Exhibit 4(A) to our Quarterly Report on Form 10-Q filed on February 10, 1994 and incorporated herein by reference).
|
|
|
|
|
|
Forms of Fixed Rate and Floating Rate Medium-Term Note, Series B (Exhibit 4(F) to our Annual Report on Form 10-K filed on September 3, 2004 and incorporated herein by reference).
|
|
|
|
|
|
First Supplemental Indenture, dated May 22, 2003, between Carpenter Technology Corporation and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association as successor Trustee to Morgan Guaranty Trust Company of New York) (Exhibit 4(I) to our Annual Report on Form 10-K filed on September 12, 2003 and incorporated herein by reference).
|
|
|
|
|
|
Second Supplemental Indenture, dated as of June 30, 2011, between Carpenter Technology Corporation and U.S. Bank National Association (Exhibit 4.1 to our Current Report on Form 8-K filed on June 30, 2011 and incorporated herein by reference).
|
|
|
|
|
Form of 5.20% Senior Notes Due 2021 (Exhibit 4.2 to our Current Report on Form 8-K filed on June 30, 2011 and incorporated herein by reference).
|
|
|
|
|
|
Registration Rights Agreement, dated February 29, 2012, by and among Carpenter, Watermill-Toolrock Partners, L.P., Watermill-Toolrock Partners II, L.P., Watermill-Toolrock Enterprises, LLC and HHEP-Latrobe, L.P. (Exhibit 10.2 to our Current Report on Form 8-K filed on March 1, 2012 and incorporated herein by reference).
|
|
|
|
|
|
Third Supplemental Indenture, dated as of February 26, 2013, between Carpenter Technology Corporation and U.S. Bank National Association (Exhibit 4.1 to our Current Report on Form 8-K filed on February 26, 2013 and incorporated herein by reference).
|
|
|
|
|
|
Form of 4.450% Senior Notes Due 2023 (Exhibit 4.2 to our Current Report on Form 8-K filed on February 26, 2013 and incorporated herein by reference).
|
|
|
|
|
|
Form of Note related to the Credit Agreement, dated as of March 31, 2017, among Carpenter Technology Corporation, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, PNC Bank, National Association, US Bank, National Association and Wells Fargo Bank, National Association, each, as Documentation Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners (Exhibit 4(I) to our Annual Report on Form 10-K filed on August 11, 2017 and incorporated herein by reference).
|
|
|
|
|
|
Supplemental Retirement Plan for Executives of Carpenter Technology Corporation (Exhibit 10(A) to our Annual Report on Form 10-K filed on August 20, 2010 and incorporated herein by reference).
|
|
|
|
|
|
First Amendment to the Supplemental Retirement Plan for Executives of Carpenter Technology Corporation (Exhibit 10(A) to our Quarterly Report on Form 10-Q filed on October 27, 2016 and incorporated herein by reference.)
|
|
|
|
|
|
Amended and Restated Deferred Compensation Plan for Non-Management Directors of Carpenter Technology Corporation (Exhibit 10(B) to our Annual Report on Form 10-K filed on August 24, 2011 and incorporated herein by reference).
|
|
|
|
|
|
Second Amendment to the Amended and Restated Deferred Compensation Plan for Non-Management Directors of Carpenter Technology Corporation (filed herewith).
|
|
|
|
|
|
Amended and Restated Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation (Exhibit 10(D) to our Annual Report on Form 10-K filed on August 11, 2017 and incorporated herein by reference).
|
|
|
|
|
|
Second Amendment to the Amended and Restated Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation (filed herewith).
|
|
|
|
|
|
Stock-Based Compensation Plan For Non-Employee Directors, as amended (Exhibit 10(E) to our Annual Report on Form 10-K filed on August 24, 2011 and incorporated herein by reference).
|
|
|
|
|
|
Second Amendment to the Stock-Based Compensation Plan for Non-Employee Directors, as amended (filed herewith).
|
|
|
|
|
|
Trust Agreement for Non-Qualified Employee Benefits Trust between Carpenter Technology Corporation and JP Morgan Chase Bank, N.A., effective as of August 15, 2014 (Exhibit 10(G) to our Annual Report on Form 10-K filed on August 25, 2015 and incorporated herein by reference).
|
|
|
|
|
|
Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (Exhibit A to our Definitive Proxy Statement filed on September 19, 2016 and incorporated herein by reference).
|
|
|
|
|
|
First Amendment to the Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (Exhibit A to our Definitive Additional Materials filed on September 27, 2016 and incorporated herein by reference).
|
|
|
|
|
|
Second Amendment to the Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (Exhibit 10(J) to our Annual Report filed on August 14, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Form of Restricted Stock Unit Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees) (Exhibit 10(K) to our Annual Report filed on August 14, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Form of Performance Stock Unit Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees) (Exhibit 10(L) to our Annual Report filed on August 14, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Form of Stock Option Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees) (Exhibit 10(M) to our Annual Report filed on August 14, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Form of Three-Year Performance Stock Unit Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees) (Exhibit 10(N) to our Annual Report filed on August 14, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Amended and Restated Carpenter Technology Corporation Change of Control Severance Plan (Exhibit 10.A to our Quarterly Report on Form 10-Q filed on February 1, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Benefits Restoration Plan of Carpenter Technology Corporation (Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 2, 2016 and incorporated herein by reference).
|
|
|
|
|
|
First Amendment to the Benefits Restoration Plan of Carpenter Technology Corporation (Exhibit 10(A) to our Quarterly Report on Form 10-Q filed on October 27, 2016 and incorporated herein by reference.)
|
|
|
|
|
|
Form of Indemnification Agreement for Directors and Officers (Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 7, 2015 and incorporated herein by reference).
|
|
|
|
|
|
Amended and Restated Severance Pay Plan for Executives of Carpenter Technology Corporation (Exhibit 10(S) to our Annual Report on Form 10-K filed on August 11, 2017 and incorporated herein by reference).
|
|
|
|
|
|
Credit Agreement, dated as of March 31, 2017, among Carpenter Technology Corporation, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, PNC Bank, National Association, US Bank, National Association and Wells Fargo Bank, National Association, each, as Documentation Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners (Exhibit 10.1 to our Current Report on Form 8-K filed on April 4, 2017 and incorporated herein by reference).
|
|
|
|
|
|
Offer Letter, dated June 1, 2015, by and between Carpenter Technology Corporation and Tony R. Thene (Exhibit 10.1 to our Current Report on Form 8-K filed on June 3, 2015 and incorporated herein by reference).
|
|
|
|
|
|
Offer Letter, dated October 13, 2015, by and between Carpenter Technology Corporation and Damon Audia (Exhibit 10.1 to our Current Report on Form 8-K filed on October 16, 2015 and incorporated herein by reference).
|
|
|
|
|
|
Offer Letter, dated August 6, 2018, by and between Carpenter Technology Corporation and Timothy Lain (Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2018 and incorporated herein by reference).
|
|
|
|
|
|
Employment Letter of Agreement, dated August 13, 2010, by and between Carpenter Technology Corporation and James D. Dee (Exhibit 10(F) of Carpenter's Form 10-Q for the quarter ended September 30, 2010 filed November 5, 2010 and incorporated herein by reference).
|
|
|
|
|
|
Offer Letter, dated June 29, 2015, by and between Carpenter Technology Corporation and Brian J. Malloy (filed herewith).
|
|
|
|
|
|
Offer Letter, dated April 24, 2018, by and between Carpenter Technology Corporation and Michael Murtagh (filed herewith).
|
|
|
|
|
|
Subsidiaries of the Registrant (filed herewith).
|
|
|
|
|
|
Consent of PricewaterhouseCoopers LLP (filed herewith).
|
|
|
|
|
|
Powers of Attorney in favor of James D. Dee or Timothy Lain (filed herewith).
|
|
|
|
|
|
Certification of Chief Executive Officer required by the Securities and Exchange Commission Rule 13a-14(a)/15d-14(a) (filed herewith).
|
|
|
|
|
|
Certification of Chief Financial Officer required by the Securities and Exchange Commission Rule 13a-14(a)/15d-14(a) (filed herewith).
|
|
|
|
|
|
Certification pursuant to 18 U.S.C Section 1350 (filed herewith).
|
|
|
|
|
101
|
|
The following financial information from this Annual Report on Form 10-K for the fiscal year ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to the Consolidated Financial Statements (filed herewith).
|
|
CARPENTER TECHNOLOGY CORPORATION
|
|
|
|
|
|
|
|
|
By
|
/s/ Timothy Lain
|
|
|
Timothy Lain
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date: August 29, 2019
|
|
/s/ Tony R. Thene
|
|
President and Chief Executive Officer
|
|
August 29, 2019
|
Tony R. Thene
|
|
and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Timothy Lain
|
|
Vice President and Chief Financial Officer
|
|
August 29, 2019
|
Timothy Lain
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth Socci
|
|
Vice President - Controller, Chief Accounting
|
|
August 29, 2019
|
Elizabeth Socci
|
|
Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
*
|
|
Chairman and Director
|
|
August 29, 2019
|
Gregory A. Pratt
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Viola L. Acoff
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
A. John Hart
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
I. Martin Inglis
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Steven E. Karol
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Kathleen Ligocki
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Robert R. McMaster
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Kathryn C. Turner
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Jeffrey Wadsworth
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 29, 2019
|
Stephen M. Ward, Jr.
|
|
|
|
|
|
*By
|
/s/ James D. Dee
|
|
|
James D. Dee
|
|
|
Attorney-in-fact
|
Column A
|
|
Column B
|
|
Column C
Additions
|
|
Column D
|
|
Column E
|
||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs &
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End
of Period
|
||||||||||
Year Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts receivable
|
|
$
|
2.6
|
|
|
$
|
1.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Deferred tax valuation allowance
|
|
$
|
23.9
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
24.6
|
|
Year Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts receivable
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
2.6
|
|
Deferred tax valuation allowance
|
|
$
|
18.5
|
|
|
$
|
4.9
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
23.9
|
|
Year Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts receivable
|
|
$
|
4.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
2.6
|
|
Deferred tax valuation allowance
|
|
$
|
17.7
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
•
|
Annual Base Salary: $325,000 paid bi-weekly.
|
•
|
Annual Bonus Plan: You will be eligible to participate in the Company’s Executive Bonus Compensation Plan or such successor arrangement (if any) as the Board may from time to time establish. Your target annual bonus opportunity for the fiscal year ending June 30, 2016 is 55% of your annual base salary pro-rated based on earnings received during the fiscal year. Zero to 200% of target will be earned based on achievement of Operating Income, Free Cash Flow, and Safety performance objectives, as well as a measure of your personal contribution towards overall results, during the fiscal year ending June 30, 2016. The relevant corporate performance objectives are determined by the Board or its Human Resources Committee each fiscal year.
|
•
|
One-Time Restricted Stock Unit Award: On your start date, you will receive a one-time restricted stock unit award with respect to shares of common stock of the Company with a fair market value on that date of $50,000.00. This award will vest, and 100% of the shares subject thereto will become deliverable, on the second anniversary of the grant date. This award will be documented in an individual award agreement as soon as practical following your start date, and such award agreement will then constitute the exclusive terms of the award.
|
•
|
Long Term Incentive Grants: The Company generally grants equity awards to its senior executives annually. The terms of these awards are determined by the Human Resources Committee of Carpenter’s Board of Directors. You will be eligible to receive an annual award valued at $250,000 at the time these grants are made to all employees in similar positions. The next anticipated grant will be made in the first fiscal quarter of 2016.
|
•
|
Health, Welfare and Retirement Benefits: You will be eligible to participate in the employee benefit programs applicable to our salaried employees generally, including the Company’s health and welfare plans, as well as the defined contribution plan. In addition, you will be eligible to participate in the Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation. Your annual vacation entitlement will be 5 weeks. Except as herein provided, or as may be hereafter approved by the Board or its Human Resources Committee, you will not be entitled to further compensation or benefits.
|
•
|
Executive Severance Plan: Your employment by the Company is “at will” and may be terminated by the Company or by you at any time. However, if your employment terminates due to a termination by the Company without “cause” or a resignation by you with “good reason” (each, as defined in the attached Plan document), you will be entitled to receive the severance benefits included in the Severance Pay Plan for Executives of Carpenter Technology Corporation attached hereto as Exhibit D.
|
•
|
Change in Control Severance: You will be entitled to severance benefits in the event of a change in control, as described in the Change in Control Severance Plan attached hereto as Exhibit E. For avoidance of doubt, benefits under this section will be in lieu of, not in addition to, the severance benefits described in the Severance Pay Plan for Executives of Carpenter Technology Corporation.
|
•
|
Intellectual Property, Confidentiality and Restrictive Covenants: In your capacity as an executive of the Company, you will be exposed to the Company’s most sensitive and proprietary information and technology, and will be provided with access to the Company’s most valuable and carefully cultivated business relationships. Accordingly, your employment is conditioned upon your execution of the Intellectual Property Agreement and Non-Competition Agreement attached hereto as Exhibit F.
|
•
|
Title: Vice President and Group President--Specialty Alloy Operations (SAO)
|
•
|
Effective date: July 1, 2018
|
•
|
Annual Base Salary: $420,250.00
|
•
|
Salary Grade: 25
|
•
|
Location: Philadelphia
|
•
|
Annual Bonus Plan: You will be eligible to participate in the Company’s Bonus Compensation Plan or such successor arrangement (if any) as the Board may from time to time approve. Your target annual bonus opportunity for this role is 55% of your annual base salary pro-rated based on earnings received during fiscal year 2019.
|
•
|
Long Term Incentive Grants: The Company generally grants equity awards to its senior executives annually. The terms of these awards are determined by the Compensation Committee of Carpenter’s Board of Directors. You will be eligible to receive an annual award at the time these grants are made to all employees in similar positions. The current value of the annual equity incentive for your position is $400,000.00 The total value of the grant awarded to you in August 2018 will be $550,000.00
|
•
|
Health Benefits, 401K Savings Plan, Vacation Benefit: remain the same as you currently have available to you.
|
1.
|
Section 1.16 is deleted and the following is substituted therefor:
|
2.
|
Section 1.18 is deleted and the following is substituted therefor:
|
3.
|
The following is added as a new Section 1.23:
|
4.
|
Section 4.4 is deleted and the following is substituted therefor:
|
5.
|
Section 5.1 is deleted and the following is substituted therefor:
|
6.
|
Section 5.2.2 is deleted and the following is substituted therefor:
|
7.
|
Section 5.2.3 is deleted and the following is substituted therefor:
|
8.
|
Section 6.1 is deleted and the following is substituted therefor:
|
9.
|
Section 9.1 is deleted and the following is substituted therefor:
|
10.
|
Section 9.2 is deleted and the following is substituted therefor:
|
1.
|
Section 11d) is deleted and the following is substituted therefor:
|
(i)
|
Effective for Units granted between June 29, 2010 and June 11, 2019, for compensation earned and paid in Plan Years beginning between October 1, 2010 and December 31, 2019 and annual elections thereafter, the Company may, but need not, permit an Eligible Director to elect to receive Shares in payment of Units credited to the Eligible Director’s account and otherwise vested and payable under Section 9 and Section 11(a) in annual installments payable over either ten or fifteen years.
|
(ii)
|
Effective for Units granted on or after June 12, 2019, for compensation earned and paid in Plan Years beginning on or after January 1, 2020 and annual elections thereafter, the Company may, but need not, permit an Eligible Director to elect to receive Shares in payment of Units credited to the Eligible Director’s account and otherwise vested and payable under Section 9 and Section 11(a) in annual installments payable over a number of years not in excess of fifteen, as specified by the Eligible Director.
|
(iii)
|
Payments with respect to either of Sections 11(d)(i) or 11(d)(ii) above begin (1) with respect to Units for which the Eligible Director has not made a deferral election pursuant to Section 11(c) above, as soon as practicable but in any event no more than thirty (30) days after the Eligible Director’s Separation from Service; or (2) with respect to Units for which the Eligible Director has made a deferral election pursuant to Section 11(c) above, upon the permissible payment event under Section 409A of the Code elected by the Eligible Director in the deferral election made pursuant to Section 11(c). Subsequent installment payments shall be made on the same date thereafter annually.
|
(iv)
|
Any election under this Section 11(d) shall be made in the manner prescribed by the Company, but in no event later than the close of the Plan Year preceding the Plan Year for which the award of Units is granted. An election made under this Section 11(d) shall be administered in compliance with Section 409A of the Code and the Treasury regulations and other guidance issued thereunder. If an Eligible Director does not make a valid, irrevocable election under this Section 11(d) or Section 11(c), the Eligible Director’s Shares in payment of Units credited to the Eligible Director’s account shall be paid in accordance with Section 11(b).
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(v)
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The provisions of Sections 11(c) and 11(d) above shall apply to any Units awarded that are subject to the application of Code Section 409A.”
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Doing Business As
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State of Incorporation
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Carpenter Investments, Inc.
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Delaware
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Dynamet Incorporated
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Delaware
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LSM Holding LLC
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Delaware
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Latrobe Specialty Metals Company, LLC
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K (the “Report”) of the Registrant;
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2.
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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;
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3.
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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;
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4.
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The Registrant’s other certifying officer(s) 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:
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(a)
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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;
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(b)
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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;
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(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
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(d)
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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
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5.
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The Registrant’s other certifying officer(s) 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
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(b)
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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.
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Date: August 29, 2019
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/s/ Tony R. Thene
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Tony R. Thene
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|
President and Chief Executive Officer
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1.
|
I have reviewed this Annual Report on Form 10-K (the “Report”) of 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(s) 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(s) 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: August 29, 2019
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/s/ Timothy Lain
|
|
Timothy Lain
|
|
Vice President and Chief Financial Officer
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/s/ Tony R. Thene
|
|
/s/ Timothy Lain
|
Tony R. Thene
|
|
Timothy Lain
|
President and Chief Executive Officer
|
|
Vice President and Chief Financial Officer
|