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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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
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15th Floor
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19103
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Philadelphia
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Pennsylvania
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, $5 Par Value
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CRS
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New York Stock Exchange
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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($ in millions, except share data)
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March 31,
2020 |
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June 30,
2019 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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93.0
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$
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27.0
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Accounts receivable, net
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374.4
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384.1
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Inventories
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869.0
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787.7
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Other current assets
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40.7
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37.4
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Total current assets
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1,377.1
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1,236.2
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Property, plant and equipment, net
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1,395.2
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1,366.2
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Goodwill
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325.1
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326.4
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Other intangibles, net
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61.2
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67.2
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Deferred income taxes
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3.8
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4.2
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Other assets
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267.0
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187.6
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Total assets
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$
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3,429.4
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$
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3,187.8
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LIABILITIES
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Current liabilities:
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Short-term credit agreement borrowings
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$
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170.0
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$
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19.7
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Accounts payable
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209.6
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238.7
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Accrued liabilities
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136.4
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157.6
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Total current liabilities
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516.0
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416.0
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Long-term debt
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552.4
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550.6
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Accrued pension liabilities
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359.7
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371.2
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Accrued postretirement benefits
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122.8
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122.1
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Deferred income taxes
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151.5
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142.7
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Other liabilities
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108.5
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65.1
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Total liabilities
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1,810.9
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1,667.7
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Contingencies and commitments (see Note 11)
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STOCKHOLDERS’ EQUITY
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Common stock — authorized 100,000,000 shares; issued 56,012,748 shares at March 31, 2020 and 55,808,743 shares at June 30, 2019; outstanding 47,804,334 shares at March 31, 2020 and 47,470,363 shares at June 30, 2019
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280.1
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279.0
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Capital in excess of par value
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325.7
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320.4
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Reinvested earnings
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1,696.1
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1,605.3
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Common stock in treasury (8,208,414 shares and 8,338,380 shares at March 31, 2020 and June 30, 2019, respectively), at cost
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(328.1
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)
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(332.8
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)
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Accumulated other comprehensive loss
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(355.3
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)
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(351.8
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)
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Total stockholders' equity
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1,618.5
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1,520.1
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Total liabilities and stockholders' equity
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$
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3,429.4
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$
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3,187.8
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
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(in millions, except per share data)
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2020
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2019
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2020
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2019
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Net sales
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$
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585.4
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$
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609.9
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$
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1,743.8
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$
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1,738.8
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Cost of sales
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475.9
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486.7
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1,409.0
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1,416.9
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Gross profit
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109.5
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123.2
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334.8
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321.9
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Selling, general and administrative expenses
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50.8
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50.0
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159.0
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148.3
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Restructuring charges
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—
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—
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2.3
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—
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Operating income
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58.7
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73.2
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173.5
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173.6
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Interest expense
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(4.9
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)
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(7.1
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)
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(15.6
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)
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(20.3
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)
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Other (expense) income, net
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(3.9
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)
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1.9
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(3.4
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0.1
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Income before income taxes
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49.9
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68.0
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154.5
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153.4
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Income tax expense
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10.0
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16.9
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34.6
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35.3
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Net income
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$
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39.9
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$
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51.1
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$
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119.9
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$
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118.1
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EARNINGS PER COMMON SHARE:
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Basic
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$
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0.82
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$
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1.06
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$
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2.47
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$
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2.45
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Diluted
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$
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0.82
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$
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1.05
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$
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2.46
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$
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2.43
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
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Basic
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48.1
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47.7
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48.0
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47.7
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Diluted
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48.3
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48.1
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48.4
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48.1
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
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($ in millions)
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2020
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2019
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2020
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2019
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||||||||
Net income
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$
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39.9
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$
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51.1
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|
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$
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119.9
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$
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118.1
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Other comprehensive (loss) income, net of tax
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Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
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—
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—
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—
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(1.0
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)
|
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Pension and postretirement benefits, net of tax of $(0.9), $(0.5), $(3.1) and $(1.5), respectively
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3.1
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1.7
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9.1
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5.1
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Net (loss) gain on derivative instruments, net of tax of $2.8, $(1.0), $0.4 and $12.5, respectively
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(8.9
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)
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3.2
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(1.3
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)
|
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(35.2
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)
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Marketable securities gain, net of tax of $0.0, $0.0, $0.0 and $0.0, respectively
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—
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—
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—
|
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0.3
|
|
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Foreign currency translation (loss) gain
|
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(13.2
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)
|
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1.1
|
|
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(11.3
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)
|
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(0.9
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
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(19.0
|
)
|
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6.0
|
|
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(3.5
|
)
|
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(31.7
|
)
|
||||
Comprehensive income
|
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$
|
20.9
|
|
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$
|
57.1
|
|
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$
|
116.4
|
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$
|
86.4
|
|
|
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Nine Months Ended
March 31,
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($ in millions)
|
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2020
|
|
2019
|
||||
OPERATING ACTIVITIES
|
|
|
|
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|
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Net income
|
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$
|
119.9
|
|
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$
|
118.1
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
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Depreciation and amortization
|
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92.2
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|
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90.9
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Non-cash restructuring charges
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1.5
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—
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Deferred income taxes
|
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7.0
|
|
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7.0
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||
Net pension expense
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11.5
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8.7
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Share-based compensation expense
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12.4
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|
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12.7
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|
||
Net loss on disposals of property, plant and equipment and assets held for sale
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—
|
|
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0.7
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|
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Gain on insurance recovery
|
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—
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(11.4
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)
|
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Changes in working capital and other:
|
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|
|
|
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Accounts receivable
|
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7.6
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(12.1
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)
|
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Inventories
|
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(85.2
|
)
|
|
(168.3
|
)
|
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Other current assets
|
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(5.2
|
)
|
|
7.6
|
|
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Accounts payable
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(26.9
|
)
|
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36.6
|
|
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Accrued liabilities
|
|
(33.4
|
)
|
|
(25.2
|
)
|
||
Pension plan contributions
|
|
(4.9
|
)
|
|
(4.3
|
)
|
||
Other postretirement plan contributions
|
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(2.7
|
)
|
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(2.5
|
)
|
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Other, net
|
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1.1
|
|
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(1.3
|
)
|
||
Net cash provided from operating activities
|
|
94.9
|
|
|
57.2
|
|
||
INVESTING ACTIVITIES
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|
|
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|
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Purchases of property, plant, equipment and software
|
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(144.0
|
)
|
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(130.7
|
)
|
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Proceeds from disposals of property, plant and equipment and assets held for sale
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0.3
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0.3
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Proceeds from insurance recovery
|
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—
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11.4
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Acquisition of business, net of cash acquired
|
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—
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|
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(79.0
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)
|
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Proceeds from sales and maturities of marketable securities
|
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—
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|
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2.9
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|
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Net cash used for investing activities
|
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(143.7
|
)
|
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(195.1
|
)
|
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FINANCING ACTIVITIES
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|
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Credit agreement borrowings
|
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331.1
|
|
|
163.9
|
|
||
Credit agreement repayments
|
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(181.1
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)
|
|
(63.9
|
)
|
||
Net change in short-term credit agreement borrowings
|
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0.3
|
|
|
27.0
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|
||
Dividends paid
|
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(29.1
|
)
|
|
(28.9
|
)
|
||
Proceeds from stock options exercised
|
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4.3
|
|
|
3.7
|
|
||
Withholding tax payments on share-based compensation awards
|
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(7.8
|
)
|
|
(4.4
|
)
|
||
Net cash provided from financing activities
|
|
117.7
|
|
|
97.4
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
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(2.9
|
)
|
|
3.2
|
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
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66.0
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(37.3
|
)
|
||
Cash and cash equivalents at beginning of period
|
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27.0
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|
|
56.2
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||
Cash and cash equivalents at end of period
|
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$
|
93.0
|
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$
|
18.9
|
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SUPPLEMENTAL CASH FLOW INFORMATION:
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|
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Non-cash investing activities:
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|
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|
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|
||
Acquisition of property, plant, equipment and software
|
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$
|
14.1
|
|
|
$
|
12.8
|
|
|
|
Common Stock
|
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Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Equity
|
||||||||||||||
($ in millions, except per share data)
|
|
Par Value of $5
|
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Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
Balances at December 31, 2019
|
|
$
|
280.1
|
|
|
$
|
322.1
|
|
|
$
|
1,665.9
|
|
|
$
|
(328.4
|
)
|
|
$
|
(336.3
|
)
|
|
$
|
1,603.4
|
|
Net income
|
|
|
|
|
|
|
|
39.9
|
|
|
|
|
|
|
|
|
39.9
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
3.1
|
|
||||||
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.9
|
)
|
|
(8.9
|
)
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13.2
|
)
|
|
(13.2
|
)
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common @ $0.20 per share
|
|
|
|
|
|
|
|
(9.7
|
)
|
|
|
|
|
|
|
|
(9.7
|
)
|
||||||
Share-based compensation plans
|
|
|
|
|
3.6
|
|
|
|
|
|
0.3
|
|
|
|
|
|
3.9
|
|
||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Balances at March 31, 2020
|
|
$
|
280.1
|
|
|
$
|
325.7
|
|
|
$
|
1,696.1
|
|
|
$
|
(328.1
|
)
|
|
$
|
(355.3
|
)
|
|
$
|
1,618.5
|
|
|
|
Common Stock
|
|
Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Equity
|
||||||||||||||
($ in millions, except per share data)
|
|
Par Value of $5
|
|
Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
Balances at December 31, 2018
|
|
$
|
279.0
|
|
|
$
|
315.0
|
|
|
$
|
1,524.6
|
|
|
$
|
(335.6
|
)
|
|
$
|
(277.5
|
)
|
|
$
|
1,505.5
|
|
Net income
|
|
|
|
|
|
|
|
51.1
|
|
|
|
|
|
|
|
|
51.1
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7
|
|
|
1.7
|
|
||||||
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
3.2
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common @ $0.20 per share
|
|
|
|
|
|
|
|
(9.6
|
)
|
|
|
|
|
|
|
|
(9.6
|
)
|
||||||
Share-based compensation plans
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Balances at March 31, 2019
|
|
$
|
279.0
|
|
|
$
|
319.6
|
|
|
$
|
1,566.1
|
|
|
$
|
(335.6
|
)
|
|
$
|
(271.5
|
)
|
|
$
|
1,557.6
|
|
|
|
Common Stock
|
|
Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Equity
|
||||||||||||||
($ in millions, except per share data)
|
|
Par Value of $5
|
|
Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
Balances at June 30, 2019
|
|
$
|
279.0
|
|
|
$
|
320.4
|
|
|
$
|
1,605.3
|
|
|
$
|
(332.8
|
)
|
|
$
|
(351.8
|
)
|
|
$
|
1,520.1
|
|
Net income
|
|
|
|
|
|
|
|
119.9
|
|
|
|
|
|
|
|
|
119.9
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1
|
|
|
9.1
|
|
||||||
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.3
|
)
|
|
(11.3
|
)
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common @ $0.60 per share
|
|
|
|
|
|
|
|
(29.1
|
)
|
|
|
|
|
|
|
|
(29.1
|
)
|
||||||
Share-based compensation plans
|
|
0.5
|
|
|
1.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
6.8
|
|
||||||
Stock options exercised
|
|
0.6
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
||||||
Balances at March 31, 2020
|
|
$
|
280.1
|
|
|
$
|
325.7
|
|
|
$
|
1,696.1
|
|
|
$
|
(328.1
|
)
|
|
$
|
(355.3
|
)
|
|
$
|
1,618.5
|
|
|
|
Common Stock
|
|
Reinvested Earnings
|
|
Common Stock in Treasury
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Equity
|
||||||||||||||
($ in millions, except per share data)
|
|
Par Value of $5
|
|
Capital in Excess of Par Value
|
|
|
|
|
||||||||||||||||
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
|
|
|
|
|
|
|
|
118.1
|
|
|
|
|
|
|
|
|
118.1
|
|
||||||
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
5.1
|
|
||||||
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.2
|
)
|
|
(35.2
|
)
|
||||||
Marketable securities gain, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||||
Cash Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common @ $0.60 per share
|
|
|
|
|
|
|
|
(28.9
|
)
|
|
|
|
|
|
|
|
(28.9
|
)
|
||||||
Share-based compensation plans
|
|
|
|
|
6.3
|
|
|
|
|
|
3.2
|
|
|
|
|
|
9.5
|
|
||||||
Stock options exercised
|
|
0.4
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
3.7
|
|
||||||
Balances at March 31, 2019
|
|
$
|
279.0
|
|
|
$
|
319.6
|
|
|
$
|
1,566.1
|
|
|
$
|
(335.6
|
)
|
|
$
|
(271.5
|
)
|
|
$
|
1,557.6
|
|
1.
|
Basis of Presentation
|
2.
|
Restructuring Charges
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Revenue
|
End-Use Market Data
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Aerospace and Defense
|
|
$
|
356.4
|
|
|
$
|
342.1
|
|
|
$
|
1,058.4
|
|
|
$
|
951.9
|
|
Medical
|
|
53.0
|
|
|
55.1
|
|
|
151.0
|
|
|
147.6
|
|
||||
Transportation
|
|
33.5
|
|
|
39.9
|
|
|
111.9
|
|
|
118.0
|
|
||||
Energy
|
|
32.7
|
|
|
49.0
|
|
|
103.2
|
|
|
136.1
|
|
||||
Industrial and Consumer
|
|
80.1
|
|
|
87.4
|
|
|
231.4
|
|
|
280.9
|
|
||||
Distribution
|
|
29.7
|
|
|
36.4
|
|
|
87.9
|
|
|
104.3
|
|
||||
Consolidated net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
Geographic Data
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
United States
|
|
$
|
367.7
|
|
|
$
|
414.1
|
|
|
$
|
1,123.6
|
|
|
$
|
1,183.3
|
|
Europe
|
|
109.5
|
|
|
97.7
|
|
|
304.7
|
|
|
270.9
|
|
||||
Asia Pacific
|
|
62.6
|
|
|
47.1
|
|
|
183.7
|
|
|
139.4
|
|
||||
Mexico
|
|
17.8
|
|
|
22.7
|
|
|
55.3
|
|
|
65.4
|
|
||||
Canada
|
|
15.1
|
|
|
17.5
|
|
|
44.4
|
|
|
50.2
|
|
||||
Other
|
|
12.7
|
|
|
10.8
|
|
|
32.1
|
|
|
29.6
|
|
||||
Consolidated net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
5.
|
Acquisitions
|
6.
|
Earnings per Common Share
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
(in millions, except per share data)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
|
$
|
39.9
|
|
|
$
|
51.1
|
|
|
$
|
119.9
|
|
|
$
|
118.1
|
|
Less: earnings and dividends allocated to participating securities
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|
(1.4
|
)
|
||||
Earnings available for common stockholders used in calculation of basic earnings per common share
|
|
$
|
39.5
|
|
|
$
|
50.5
|
|
|
$
|
118.8
|
|
|
$
|
116.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
|
48.1
|
|
|
47.7
|
|
|
48.0
|
|
|
47.7
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.82
|
|
|
$
|
1.06
|
|
|
$
|
2.47
|
|
|
$
|
2.45
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
39.9
|
|
|
$
|
51.1
|
|
|
$
|
119.9
|
|
|
$
|
118.1
|
|
Less: earnings and dividends allocated to participating securities
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|
(1.4
|
)
|
||||
Earnings available for common stockholders used in calculation of diluted earnings per common share
|
|
$
|
39.5
|
|
|
$
|
50.5
|
|
|
$
|
118.8
|
|
|
$
|
116.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding, basic
|
|
48.1
|
|
|
47.7
|
|
|
48.0
|
|
|
47.7
|
|
||||
Effect of shares issuable under share-based compensation plans
|
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
||||
Weighted average number of common shares outstanding, diluted
|
|
48.3
|
|
|
48.1
|
|
|
48.4
|
|
|
48.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
|
$
|
0.82
|
|
|
$
|
1.05
|
|
|
$
|
2.46
|
|
|
$
|
2.43
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||
(in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Stock options
|
|
2.0
|
|
|
0.8
|
|
|
0.9
|
|
|
0.7
|
|
7.
|
Inventories
|
($ in millions)
|
|
March 31,
2020 |
|
June 30,
2019 |
||||
Raw materials and supplies
|
|
$
|
238.6
|
|
|
$
|
169.8
|
|
Work in process
|
|
436.1
|
|
|
425.7
|
|
||
Finished and purchased products
|
|
194.3
|
|
|
192.2
|
|
||
Total inventories
|
|
$
|
869.0
|
|
|
$
|
787.7
|
|
8.
|
Accrued Liabilities
|
($ in millions)
|
|
March 31,
2020 |
|
June 30,
2019 |
||||
Accrued compensation and benefits
|
|
$
|
44.1
|
|
|
$
|
71.2
|
|
Accrued postretirement benefits
|
|
14.7
|
|
|
14.7
|
|
||
Derivative financial instruments
|
|
14.5
|
|
|
16.7
|
|
||
Current portion of lease liabilities
|
|
11.7
|
|
|
—
|
|
||
Contract liabilities
|
|
11.0
|
|
|
10.5
|
|
||
Accrued interest expense
|
|
3.9
|
|
|
10.4
|
|
||
Accrued pension liabilities
|
|
3.4
|
|
|
3.4
|
|
||
Accrued income taxes
|
|
2.5
|
|
|
4.2
|
|
||
Other
|
|
30.6
|
|
|
26.5
|
|
||
Total accrued liabilities
|
|
$
|
136.4
|
|
|
$
|
157.6
|
|
9.
|
Pension and Other Postretirement Benefits
|
Three months ended March 31,
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
|
$
|
2.4
|
|
|
$
|
2.3
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
Interest cost
|
|
11.7
|
|
|
13.2
|
|
|
2.3
|
|
|
2.5
|
|
||||
Expected return on plan assets
|
|
(15.5
|
)
|
|
(16.2
|
)
|
|
(1.8
|
)
|
|
(1.7
|
)
|
||||
Amortization of net loss
|
|
3.9
|
|
|
2.6
|
|
|
0.6
|
|
|
0.4
|
|
||||
Amortization of prior service cost (benefit)
|
|
0.5
|
|
|
0.5
|
|
|
(1.0
|
)
|
|
(1.3
|
)
|
||||
Net pension expense
|
|
$
|
3.0
|
|
|
$
|
2.4
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
Nine months ended March 31,
|
|
Pension Plans
|
|
Other Postretirement Plans
|
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
|
$
|
7.3
|
|
|
$
|
6.9
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
Interest cost
|
|
35.1
|
|
|
39.6
|
|
|
6.8
|
|
|
7.6
|
|
||||
Expected return on plan assets
|
|
(46.6
|
)
|
|
(48.6
|
)
|
|
(5.3
|
)
|
|
(5.2
|
)
|
||||
Amortization of net loss
|
|
11.6
|
|
|
7.8
|
|
|
1.9
|
|
|
1.2
|
|
||||
Amortization of prior service cost (benefit)
|
|
1.6
|
|
|
1.5
|
|
|
(2.9
|
)
|
|
(3.9
|
)
|
||||
Net pension expense
|
|
$
|
9.0
|
|
|
$
|
7.2
|
|
|
$
|
2.5
|
|
|
$
|
1.5
|
|
10.
|
Debt
|
($ in millions)
|
|
March 31,
2020 |
|
June 30,
2019 |
||||
Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at March 31, 2020 and June 30, 2019)
|
|
$
|
252.8
|
|
|
$
|
251.2
|
|
Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at March 31, 2020 and June 30, 2019)
|
|
299.6
|
|
|
299.4
|
|
||
Total
|
|
552.4
|
|
|
550.6
|
|
||
Less: amounts due within one year
|
|
—
|
|
|
—
|
|
||
Long-term debt, net of current portion
|
|
$
|
552.4
|
|
|
$
|
550.6
|
|
11.
|
Contingencies and Commitments
|
12.
|
Leases
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||
($ in millions)
|
|
2020
|
|
2020
|
||||
Operating lease cost
|
|
$
|
3.8
|
|
|
$
|
10.8
|
|
Short-term lease cost
|
|
0.9
|
|
|
2.7
|
|
||
Variable lease cost
|
|
0.1
|
|
|
0.3
|
|
||
Total lease cost
|
|
$
|
4.8
|
|
|
$
|
13.8
|
|
|
|
|
|
|
|
|||
Operating cash flow payments from operating leases
|
|
$
|
3.9
|
|
|
$
|
10.5
|
|
Non-cash ROU assets obtained in exchange for lease obligations
|
|
$
|
5.2
|
|
|
$
|
18.7
|
|
Weighted-average remaining lease term - operating leases
|
|
8.2 years
|
|
|
8.2 years
|
|
||
Weighted-average discount rate - operating leases
|
|
3.9
|
%
|
|
3.9
|
%
|
($ in millions)
|
|
March 31,
2020 |
||
Operating lease assets:
|
|
|
||
Other assets
|
|
$
|
61.9
|
|
Operating lease liabilities:
|
|
|
||
Other accrued liabilities
|
|
$
|
11.7
|
|
Other liabilities
|
|
52.6
|
|
|
Total operating lease liabilities
|
|
$
|
64.3
|
|
($ in millions)
|
|
March 31,
2020 |
||
2020 (remaining period of fiscal year)
|
|
$
|
3.7
|
|
2021
|
|
13.3
|
|
|
2022
|
|
11.5
|
|
|
2023
|
|
9.7
|
|
|
2024
|
|
7.8
|
|
|
Thereafter
|
|
30.5
|
|
|
Total future minimum lease payments
|
|
76.5
|
|
|
Less imputed interest
|
|
(12.2
|
)
|
|
Total
|
|
$
|
64.3
|
|
($ in millions)
|
|
June 30,
2019 |
||
2020
|
|
$
|
12.7
|
|
2021
|
|
10.4
|
|
|
2022
|
|
8.3
|
|
|
2023
|
|
6.6
|
|
|
2024
|
|
5.0
|
|
|
Thereafter
|
|
23.5
|
|
|
Total future minimum lease payments
|
|
$
|
66.5
|
|
13.
|
Fair Value Measurements
|
March 31, 2020
|
|
Fair Value
Measurements Using
Input Type
|
||
($ in millions)
|
|
Level 2
|
||
Assets:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
6.7
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
22.2
|
|
June 30, 2019
|
|
Fair Value
Measurements Using
Input Type
|
||
($ in millions)
|
|
Level 2
|
||
Assets:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
12.5
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
28.0
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
||||||||||||
($ in millions)
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt
|
|
$
|
552.4
|
|
|
$
|
516.8
|
|
|
$
|
550.6
|
|
|
$
|
560.6
|
|
Company-owned life insurance
|
|
$
|
16.4
|
|
|
$
|
16.4
|
|
|
$
|
17.9
|
|
|
$
|
17.9
|
|
14.
|
Derivatives and Hedging Activities
|
March 31, 2020
|
|
Interest
Rate Swaps |
|
Foreign
Currency Contracts |
|
Commodity
Contracts |
|
Total
Derivatives |
||||||||
($ in millions)
|
|
|
|
|
||||||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
1.1
|
|
|
$
|
2.5
|
|
Other assets
|
|
3.2
|
|
|
—
|
|
|
1.0
|
|
|
4.2
|
|
||||
Total asset derivatives
|
|
$
|
3.7
|
|
|
$
|
0.9
|
|
|
$
|
2.1
|
|
|
$
|
6.7
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
13.8
|
|
|
$
|
14.5
|
|
Other liabilities
|
|
—
|
|
|
0.3
|
|
|
7.4
|
|
|
7.7
|
|
||||
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
21.2
|
|
|
$
|
22.2
|
|
June 30, 2019
|
|
Interest
Rate Swaps |
|
Foreign
Currency Contracts |
|
Commodity
Contracts |
|
Total
Derivatives |
||||||||
($ in millions)
|
|
|
|
|
||||||||||||
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
|
|
|
|
Amount of (Loss) Gain
Recognized in AOCI on Derivatives |
||||||||||||||
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
(9.6
|
)
|
|
$
|
6.4
|
|
|
$
|
(8.3
|
)
|
|
$
|
(47.2
|
)
|
Foreign exchange contracts
|
|
0.3
|
|
|
0.2
|
|
|
(0.7
|
)
|
|
0.8
|
|
||||
Total
|
|
$
|
(9.3
|
)
|
|
$
|
6.6
|
|
|
$
|
(9.0
|
)
|
|
$
|
(46.4
|
)
|
($ in millions)
|
|
Location of Gain
Reclassified from AOCI into Income |
|
Amount of Gain Reclassified from AOCI
into Income
|
||||||
|
|
Three Months Ended
March 31, |
||||||||
|
|
2020
|
|
2019
|
||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
2.2
|
|
|
$
|
2.1
|
|
Foreign exchange contracts
|
|
Net sales
|
|
0.1
|
|
|
0.2
|
|
||
Forward interest rate swaps
|
|
Interest expense
|
|
0.1
|
|
|
0.1
|
|
||
Total
|
|
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
($ in millions)
|
|
Location of Gain
Reclassified from AOCI into Income |
|
Amount of Gain Reclassified from AOCI
into Income
|
||||||
|
|
Nine Months Ended
March 31, |
||||||||
|
|
2020
|
|
2019
|
||||||
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
9.7
|
|
|
$
|
0.3
|
|
Foreign exchange contracts
|
|
Net sales
|
|
0.7
|
|
|
0.8
|
|
||
Forward interest rate swaps
|
|
Interest expense
|
|
0.3
|
|
|
0.3
|
|
||
Total
|
|
|
|
$
|
10.7
|
|
|
$
|
1.4
|
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||||
($ in millions)
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
||||||||||||
Total amounts presented in the consolidated statement of income in which the effects of cash flow and fair value hedges are recorded
|
|
$
|
585.4
|
|
|
$
|
475.9
|
|
|
$
|
4.9
|
|
|
$
|
609.9
|
|
|
$
|
486.7
|
|
|
$
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Gain (Loss) on Derivatives in Fair Value Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedged Item
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Total gain
|
|
$
|
0.1
|
|
|
$
|
2.2
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
2.1
|
|
|
$
|
0.1
|
|
|
|
Nine Months Ended
March 31, 2020 |
|
Nine Months Ended
March 31, 2019 |
||||||||||||||||||||
($ in millions)
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
||||||||||||
Total amounts presented in the consolidated statement of income in which the effects of cash flow and fair value hedges are recorded
|
|
$
|
1,743.8
|
|
|
$
|
1,409
|
|
|
$
|
15.6
|
|
|
$
|
1,738.8
|
|
|
$
|
1,416.9
|
|
|
$
|
20.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Gain (Loss) on Derivatives in Fair Value Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedged Item
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Total gain
|
|
$
|
0.7
|
|
|
$
|
9.7
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
|
Carrying amount of the hedged liabilities
|
|
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities
|
||||||||||||
($ in millions)
|
|
March 31, 2020
|
|
June 30, 2019
|
|
March 31, 2020
|
|
June 30, 2019
|
||||||||
Line item in the consolidated balance sheets in which the hedged item is included
|
|
|
|
|
|
|
|
|
||||||||
Long Term Debt
|
|
$
|
153.2
|
|
|
$
|
151.6
|
|
|
$
|
3.2
|
|
|
$
|
1.6
|
|
15.
|
Other (Expense) Income, Net
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Unrealized (losses) gains on company-owned life insurance contracts and investments held in rabbi trusts
|
|
$
|
(3.9
|
)
|
|
$
|
2.0
|
|
|
$
|
(2.5
|
)
|
|
$
|
0.2
|
|
Foreign exchange gain (loss)
|
|
0.7
|
|
|
(0.2
|
)
|
|
1.0
|
|
|
(0.1
|
)
|
||||
Pension earnings, interest and deferrals
|
|
(0.7
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
(0.1
|
)
|
||||
Other
|
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
||||
Total other (expense) income, net
|
|
$
|
(3.9
|
)
|
|
$
|
1.9
|
|
|
$
|
(3.4
|
)
|
|
$
|
0.1
|
|
16.
|
Income Taxes
|
17.
|
Business Segments
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty Alloys Operations
|
|
$
|
488.1
|
|
|
$
|
498.3
|
|
|
$
|
1,462.2
|
|
|
$
|
1,435.4
|
|
Performance Engineered Products
|
|
108.6
|
|
|
128.7
|
|
|
324.0
|
|
|
353.4
|
|
||||
Intersegment
|
|
(11.3
|
)
|
|
(17.1
|
)
|
|
(42.4
|
)
|
|
(50.0
|
)
|
||||
Consolidated net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty Alloys Operations
|
|
$
|
76.4
|
|
|
$
|
73.6
|
|
|
$
|
233.7
|
|
|
$
|
195.3
|
|
Performance Engineered Products
|
|
(0.3
|
)
|
|
16.6
|
|
|
(2.0
|
)
|
|
28.3
|
|
||||
Corporate costs (including restructuring charges)
|
|
(17.8
|
)
|
|
(17.3
|
)
|
|
(58.8
|
)
|
|
(51.5
|
)
|
||||
Intersegment
|
|
0.4
|
|
|
0.3
|
|
|
0.6
|
|
|
1.5
|
|
||||
Consolidated operating income
|
|
$
|
58.7
|
|
|
$
|
73.2
|
|
|
$
|
173.5
|
|
|
$
|
173.6
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty Alloys Operations
|
|
$
|
23.1
|
|
|
$
|
23.8
|
|
|
$
|
69.8
|
|
|
$
|
71.3
|
|
Performance Engineered Products
|
|
6.5
|
|
|
6.0
|
|
|
18.5
|
|
|
16.5
|
|
||||
Corporate
|
|
1.8
|
|
|
1.2
|
|
|
4.4
|
|
|
3.6
|
|
||||
Intersegment
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Consolidated depreciation and amortization
|
|
$
|
31.2
|
|
|
$
|
30.8
|
|
|
$
|
92.2
|
|
|
$
|
90.9
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty Alloys Operations
|
|
$
|
34.1
|
|
|
$
|
24.6
|
|
|
$
|
84.3
|
|
|
$
|
66.0
|
|
Performance Engineered Products
|
|
4.3
|
|
|
15.3
|
|
|
15.9
|
|
|
42.2
|
|
||||
Corporate
|
|
11.3
|
|
|
9.4
|
|
|
43.9
|
|
|
23.6
|
|
||||
Intersegment
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(1.1
|
)
|
||||
Consolidated capital expenditures
|
|
$
|
49.7
|
|
|
$
|
49.0
|
|
|
$
|
144.0
|
|
|
$
|
130.7
|
|
|
|
March 31,
2020 |
|
June 30,
2019 |
||||
($ in millions)
|
|
|
||||||
Total Assets:
|
|
|
|
|
|
|
||
Specialty Alloys Operations
|
|
$
|
2,448.7
|
|
|
$
|
2,349.2
|
|
Performance Engineered Products
|
|
682.3
|
|
|
664.8
|
|
||
Corporate
|
|
311.3
|
|
|
192.5
|
|
||
Intersegment
|
|
(12.9
|
)
|
|
(18.7
|
)
|
||
Consolidated total assets
|
|
$
|
3,429.4
|
|
|
$
|
3,187.8
|
|
18.
|
Reclassifications from Accumulated Other Comprehensive (Loss) Income (AOCI)
|
Three Months Ended March 31, 2020 ($ 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
|
||||||||||
Balances at December 31, 2019
|
|
$
|
(7.2
|
)
|
|
$
|
(287.3
|
)
|
|
$
|
—
|
|
|
$
|
(41.8
|
)
|
|
$
|
(336.3
|
)
|
Other comprehensive loss before reclassifications
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
(20.3
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
(1.8
|
)
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Net other comprehensive (loss) income
|
|
(8.9
|
)
|
|
3.1
|
|
|
—
|
|
|
(13.2
|
)
|
|
(19.0
|
)
|
|||||
Balances at March 31, 2020
|
|
$
|
(16.1
|
)
|
|
$
|
(284.2
|
)
|
|
$
|
—
|
|
|
$
|
(55.0
|
)
|
|
$
|
(355.3
|
)
|
Three Months Ended March 31, 2019 ($ 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
|
||||||||||
Balances at December 31, 2018
|
|
$
|
(15.6
|
)
|
|
$
|
(217.0
|
)
|
|
$
|
—
|
|
|
$
|
(44.9
|
)
|
|
$
|
(277.5
|
)
|
Other comprehensive income before reclassifications
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
6.1
|
|
|||||
Amounts reclassified from AOCI (b)
|
|
(1.8
|
)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net other comprehensive income
|
|
3.2
|
|
|
1.7
|
|
|
—
|
|
|
1.1
|
|
|
6.0
|
|
|||||
Balances at March 31, 2019
|
|
$
|
(12.4
|
)
|
|
$
|
(215.3
|
)
|
|
$
|
—
|
|
|
$
|
(43.8
|
)
|
|
$
|
(271.5
|
)
|
(a)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(b)
|
See separate table below for further details.
|
Nine Months Ended March 31, 2020
($ 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
|
||||||||||
Balances at June 30, 2019
|
|
$
|
(14.8
|
)
|
|
$
|
(293.3
|
)
|
|
$
|
—
|
|
|
$
|
(43.7
|
)
|
|
$
|
(351.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
6.8
|
|
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
|
(4.5
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
(8.1
|
)
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Net other comprehensive (loss) income
|
|
(1.3
|
)
|
|
9.1
|
|
|
—
|
|
|
(11.3
|
)
|
|
(3.5
|
)
|
|||||
Balances at March 31, 2020
|
|
$
|
(16.1
|
)
|
|
$
|
(284.2
|
)
|
|
$
|
—
|
|
|
$
|
(55.0
|
)
|
|
$
|
(355.3
|
)
|
Nine Months Ended March 31, 2019
($ in millions) (a) |
|
Cash flow
hedging items |
|
Pension and
other postretirement benefit plan items |
|
Unrealized
(losses) gains on available-for- sale securities |
|
Foreign
currency items |
|
Total
|
||||||||||
Balances at June 30, 2018
|
|
$
|
23.8
|
|
|
$
|
(220.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(239.8
|
)
|
Cumulative adjustment upon adoption of ASU 2017-12
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
|
(34.2
|
)
|
|
—
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
(34.8
|
)
|
|||||
Amounts reclassified from AOCI (b)
|
|
(1.0
|
)
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||||
Net other comprehensive (loss) income
|
|
(36.2
|
)
|
|
5.1
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
(31.7
|
)
|
|||||
Balance at March 31, 2019
|
|
$
|
(12.4
|
)
|
|
$
|
(215.3
|
)
|
|
$
|
—
|
|
|
$
|
(43.8
|
)
|
|
$
|
(271.5
|
)
|
(a)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(b)
|
See separate table below for further details.
|
Details about AOCI Components
|
|
Location of
gain (loss) |
|
Amount Reclassified from AOCI
Three Months Ended March 31, |
|
Amount Reclassified from AOCI
Nine Months Ended March 31, |
||||||||||||
($ in millions) (a)
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Cash flow hedging items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
2.2
|
|
|
$
|
2.1
|
|
|
$
|
9.7
|
|
|
$
|
0.3
|
|
Foreign exchange contracts
|
|
Net sales
|
|
0.1
|
|
|
0.2
|
|
|
0.7
|
|
|
0.8
|
|
||||
Forward interest rate swaps
|
|
Interest expense
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
||||
Total before tax
|
|
|
|
2.4
|
|
|
2.4
|
|
|
10.7
|
|
|
1.4
|
|
||||
Tax expense
|
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(2.6
|
)
|
|
(0.4
|
)
|
||||
Net of tax
|
|
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
$
|
8.1
|
|
|
$
|
1.0
|
|
Details about AOCI Components
|
|
Location of
gain (loss) |
|
Amount Reclassified from AOCI
Three Months Ended March 31, |
|
Amount Reclassified from AOCI
Nine Months Ended March 31, |
||||||||||||
($ in millions) (a)
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Amortization of pension and other postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
(b)
|
|
$
|
(4.5
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
(9.0
|
)
|
Prior service benefit
|
|
(b)
|
|
0.5
|
|
|
0.8
|
|
|
1.3
|
|
|
2.4
|
|
||||
Total before tax
|
|
|
|
(4.0
|
)
|
|
(2.2
|
)
|
|
(12.2
|
)
|
|
(6.6
|
)
|
||||
Tax benefit
|
|
|
|
0.9
|
|
|
0.5
|
|
|
3.1
|
|
|
1.5
|
|
||||
Net of tax
|
|
|
|
$
|
(3.1
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(5.1
|
)
|
(a)
|
Amounts in parentheses indicate debits to income/loss.
|
(b)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 9. Pension and Other Postretirement Benefits for additional details).
|
19.
|
Subsequent Event
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Pension plans
|
|
$
|
3.0
|
|
|
$
|
2.4
|
|
|
$
|
9.0
|
|
|
$
|
7.2
|
|
Other postretirement plans
|
|
0.8
|
|
|
0.5
|
|
|
2.5
|
|
|
1.5
|
|
||||
Net pension expense
|
|
$
|
3.8
|
|
|
$
|
2.9
|
|
|
$
|
11.5
|
|
|
$
|
8.7
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
$
|
8.2
|
|
|
$
|
7.5
|
|
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
0.4
|
|
|
0.4
|
|
|
1.1
|
|
|
1.2
|
|
||||
Other (expense) income, net:
|
|
|
|
|
|
|
|
|
||||||||
Pension earnings, interest and deferrals
|
|
0.7
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
||||
Net pension expense
|
|
$
|
3.8
|
|
|
$
|
2.9
|
|
|
$
|
11.5
|
|
|
$
|
8.7
|
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Aerospace and Defense
|
|
$
|
356.4
|
|
|
$
|
342.1
|
|
|
$
|
14.3
|
|
|
4
|
%
|
Medical
|
|
53.0
|
|
|
55.1
|
|
|
(2.1
|
)
|
|
(4
|
)%
|
|||
Transportation
|
|
33.5
|
|
|
39.9
|
|
|
(6.4
|
)
|
|
(16
|
)%
|
|||
Energy
|
|
32.7
|
|
|
49.0
|
|
|
(16.3
|
)
|
|
(33
|
)%
|
|||
Industrial and Consumer
|
|
80.1
|
|
|
87.4
|
|
|
(7.3
|
)
|
|
(8
|
)%
|
|||
Distribution
|
|
29.7
|
|
|
36.4
|
|
|
(6.7
|
)
|
|
(18
|
)%
|
|||
Total net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
|
$
|
(24.5
|
)
|
|
(4
|
)%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Aerospace and Defense
|
|
$
|
293.4
|
|
|
$
|
273.8
|
|
|
$
|
19.6
|
|
|
7
|
%
|
Medical
|
|
47.7
|
|
|
47.1
|
|
|
0.6
|
|
|
1
|
%
|
|||
Transportation
|
|
27.8
|
|
|
33.5
|
|
|
(5.7
|
)
|
|
(17
|
)%
|
|||
Energy
|
|
28.8
|
|
|
40.8
|
|
|
(12.0
|
)
|
|
(29
|
)%
|
|||
Industrial and Consumer
|
|
67.8
|
|
|
71.9
|
|
|
(4.1
|
)
|
|
(6
|
)%
|
|||
Distribution
|
|
29.5
|
|
|
35.9
|
|
|
(6.4
|
)
|
|
(18
|
)%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
495.0
|
|
|
$
|
503.0
|
|
|
$
|
(8.0
|
)
|
|
(2
|
)%
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
Less: surcharge revenue
|
|
90.4
|
|
|
106.9
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
495.0
|
|
|
$
|
503.0
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
109.5
|
|
|
$
|
123.2
|
|
|
|
|
|
|
||||
Gross margin
|
|
18.7
|
%
|
|
20.2
|
%
|
||
|
|
|
|
|
||||
Adjusted gross margin excluding surcharge revenue
|
|
22.1
|
%
|
|
24.5
|
%
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
Less: surcharge revenue
|
|
90.4
|
|
|
106.9
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
495.0
|
|
|
$
|
503.0
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
58.7
|
|
|
$
|
73.2
|
|
|
|
|
|
|
||||
Operating margin
|
|
10.0
|
%
|
|
12.0
|
%
|
||
|
|
|
|
|
||||
Adjusted operating margin excluding surcharge revenue
|
|
11.9
|
%
|
|
14.6
|
%
|
|
|
Three Months Ended
March 31, |
|
(Decrease)
Increase |
|
%
(Decrease)
Increase
|
||||||
(Pounds sold, in thousands)
|
|
2020
|
|
2019
|
|
|
||||||
Specialty Alloys Operations
|
|
59,052
|
|
|
65,296
|
|
|
(6,244
|
)
|
|
(10
|
)%
|
Performance Engineered Products *
|
|
3,202
|
|
|
3,540
|
|
|
(338
|
)
|
|
(10
|
)%
|
Intersegment
|
|
(116
|
)
|
|
(918
|
)
|
|
802
|
|
|
87
|
%
|
Consolidated pounds sold
|
|
62,138
|
|
|
67,918
|
|
|
(5,780
|
)
|
|
(9
|
)%
|
|
|
Three Months Ended
March 31, |
|
$
(Decrease) Increase |
|
%
(Decrease) Increase |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
488.1
|
|
|
$
|
498.3
|
|
|
$
|
(10.2
|
)
|
|
(2
|
)%
|
Performance Engineered Products
|
|
108.6
|
|
|
128.7
|
|
|
(20.1
|
)
|
|
(16
|
)%
|
|||
Intersegment
|
|
(11.3
|
)
|
|
(17.1
|
)
|
|
5.8
|
|
|
34
|
%
|
|||
Total net sales
|
|
$
|
585.4
|
|
|
$
|
609.9
|
|
|
$
|
(24.5
|
)
|
|
(4
|
)%
|
|
|
Three Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
398.8
|
|
|
$
|
393.3
|
|
|
$
|
5.5
|
|
|
1
|
%
|
Performance Engineered Products
|
|
107.1
|
|
|
125.9
|
|
|
(18.8
|
)
|
|
(15
|
)%
|
|||
Intersegment
|
|
(10.9
|
)
|
|
(16.2
|
)
|
|
5.3
|
|
|
33
|
%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
495.0
|
|
|
$
|
503.0
|
|
|
$
|
(8.0
|
)
|
|
(2
|
)%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Aerospace and Defense
|
|
$
|
1,058.4
|
|
|
$
|
951.9
|
|
|
$
|
106.5
|
|
|
11
|
%
|
Medical
|
|
151.0
|
|
|
147.6
|
|
|
3.4
|
|
|
2
|
%
|
|||
Transportation
|
|
111.9
|
|
|
118.0
|
|
|
(6.1
|
)
|
|
(5
|
)%
|
|||
Energy
|
|
103.2
|
|
|
136.1
|
|
|
(32.9
|
)
|
|
(24
|
)%
|
|||
Industrial and Consumer
|
|
231.4
|
|
|
280.9
|
|
|
(49.5
|
)
|
|
(18
|
)%
|
|||
Distribution
|
|
87.9
|
|
|
104.3
|
|
|
(16.4
|
)
|
|
(16
|
)%
|
|||
Total net sales
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
|
$
|
5.0
|
|
|
—
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Aerospace and Defense
|
|
$
|
858.3
|
|
|
$
|
747.6
|
|
|
$
|
110.7
|
|
|
15
|
%
|
Medical
|
|
135.2
|
|
|
125.0
|
|
|
10.2
|
|
|
8
|
%
|
|||
Transportation
|
|
91.4
|
|
|
94.3
|
|
|
(2.9
|
)
|
|
(3
|
)%
|
|||
Energy
|
|
88.7
|
|
|
114.7
|
|
|
(26.0
|
)
|
|
(23
|
)%
|
|||
Industrial and Consumer
|
|
191.9
|
|
|
224.0
|
|
|
(32.1
|
)
|
|
(14
|
)%
|
|||
Distribution
|
|
87.3
|
|
|
103.2
|
|
|
(15.9
|
)
|
|
(15
|
)%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,452.8
|
|
|
$
|
1,408.8
|
|
|
$
|
44.0
|
|
|
3
|
%
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
Less: surcharge revenue
|
|
291.0
|
|
|
330.0
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,452.8
|
|
|
$
|
1,408.8
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
334.8
|
|
|
$
|
321.9
|
|
|
|
|
|
|
||||
Gross margin
|
|
19.2
|
%
|
|
18.5
|
%
|
||
|
|
|
|
|
||||
Adjusted gross margin excluding surcharge revenue
|
|
23.0
|
%
|
|
22.8
|
%
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
Less: surcharge revenue
|
|
291.0
|
|
|
330.0
|
|
||
Net sales excluding surcharge revenue
|
|
$
|
1,452.8
|
|
|
$
|
1,408.8
|
|
|
|
|
|
|
||||
Operating income
|
|
$
|
173.5
|
|
|
$
|
173.6
|
|
Special items:
|
|
|
|
|
||||
Restructuring charges
|
|
2.3
|
|
|
—
|
|
||
Acquisition-related costs
|
|
—
|
|
|
1.2
|
|
||
Operating income excluding special items
|
|
$
|
175.8
|
|
|
$
|
174.8
|
|
|
|
|
|
|
||||
Operating margin
|
|
9.9
|
%
|
|
10.0
|
%
|
||
|
|
|
|
|
||||
Adjusted operating margin excluding surcharge revenue and special items
|
|
12.1
|
%
|
|
12.4
|
%
|
|
|
Nine Months Ended
March 31, |
|
Decrease (Increase) |
|
%
Decrease (Increase) |
||||||
(Pounds sold, in thousands)
|
|
2020
|
|
2019
|
|
|
||||||
Specialty Alloys Operations
|
|
175,660
|
|
|
189,678
|
|
|
(14,018
|
)
|
|
(7
|
)%
|
Performance Engineered Products *
|
|
9,874
|
|
|
9,572
|
|
|
302
|
|
|
3
|
%
|
Intersegment
|
|
(1,800
|
)
|
|
(1,798
|
)
|
|
(2
|
)
|
|
—
|
%
|
Consolidated pounds sold
|
|
183,734
|
|
|
197,452
|
|
|
(13,718
|
)
|
|
(7
|
)%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
1,462.2
|
|
|
$
|
1,435.4
|
|
|
$
|
26.8
|
|
|
2
|
%
|
Performance Engineered Products
|
|
324.0
|
|
|
353.4
|
|
|
(29.4
|
)
|
|
(8
|
)%
|
|||
Intersegment
|
|
(42.4
|
)
|
|
(50.0
|
)
|
|
7.6
|
|
|
15
|
%
|
|||
Total net sales
|
|
$
|
1,743.8
|
|
|
$
|
1,738.8
|
|
|
$
|
5.0
|
|
|
—
|
%
|
|
|
Nine Months Ended
March 31, |
|
$
Increase (Decrease) |
|
%
Increase (Decrease) |
|||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
|
|||||||||
Specialty Alloys Operations
|
|
$
|
1,174.5
|
|
|
$
|
1,111.0
|
|
|
$
|
63.5
|
|
|
6
|
%
|
Performance Engineered Products
|
|
319.1
|
|
|
343.3
|
|
|
(24.2
|
)
|
|
(7
|
)%
|
|||
Intersegment
|
|
(40.8
|
)
|
|
(45.5
|
)
|
|
4.7
|
|
|
10
|
%
|
|||
Total net sales excluding surcharge revenue
|
|
$
|
1,452.8
|
|
|
$
|
1,408.8
|
|
|
$
|
44.0
|
|
|
3
|
%
|
Covenant
|
|
Covenant Requirement
|
|
Actual Ratio
|
Consolidated interest coverage
|
|
3.50 to 1.00 (minimum)
|
|
18.61 to 1.00
|
Consolidated debt to capital
|
|
55% (maximum)
|
|
30.9%
|
($ in millions, except per share amounts)
|
|
Income Before Income Taxes
|
|
Income Tax Expense
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Three months ended March 31, 2020, as reported
|
|
$
|
49.9
|
|
|
$
|
(10.0
|
)
|
|
$
|
39.9
|
|
|
$
|
0.82
|
|
Special item:
|
|
|
|
|
|
|
|
|
||||||||
None reported
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three months ended March 31, 2020, as adjusted
|
|
$
|
49.9
|
|
|
$
|
(10.0
|
)
|
|
$
|
39.9
|
|
|
$
|
0.82
|
|
($ in millions, except per share amounts)
|
|
Income Before Income Taxes
|
|
Income Tax Expense
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Three months ended March 31, 2019, as reported
|
|
$
|
68.0
|
|
|
$
|
(16.9
|
)
|
|
$
|
51.1
|
|
|
$
|
1.05
|
|
Special item:
|
|
|
|
|
|
|
|
|
||||||||
None reported
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three months ended March 31, 2019, as adjusted
|
|
$
|
68.0
|
|
|
$
|
(16.9
|
)
|
|
$
|
51.1
|
|
|
$
|
1.05
|
|
($ in millions, except per share amounts)
|
|
Income Before Income Taxes
|
|
Income Tax Expense
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Nine months ended March 31, 2020, as reported
|
|
$
|
154.5
|
|
|
$
|
(34.6
|
)
|
|
$
|
119.9
|
|
|
$
|
2.46
|
|
Special item:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
2.3
|
|
|
(0.5
|
)
|
|
1.8
|
|
|
0.04
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended March 31, 2020, as adjusted
|
|
$
|
156.8
|
|
|
$
|
(35.1
|
)
|
|
$
|
121.7
|
|
|
$
|
2.50
|
|
($ in millions, except per share amounts)
|
|
Income Before Income Taxes
|
|
Income Tax Expense
|
|
Net Income
|
|
Earnings Per Diluted Share*
|
||||||||
Nine months ended March 31, 2019, as reported
|
|
$
|
153.4
|
|
|
$
|
(35.3
|
)
|
|
$
|
118.1
|
|
|
$
|
2.43
|
|
Special item:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related costs
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
0.03
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended March 31, 2019, as adjusted
|
|
$
|
154.6
|
|
|
$
|
(35.3
|
)
|
|
$
|
119.3
|
|
|
$
|
2.46
|
|
|
|
Nine Months Ended
March 31, |
||||||
($ in millions)
|
|
2020
|
|
2019
|
||||
Net cash provided from operating activities
|
|
$
|
94.9
|
|
|
$
|
57.2
|
|
Purchases of property, plant, equipment and software
|
|
(144.0
|
)
|
|
(130.7
|
)
|
||
Proceeds from disposals of property, plant and equipment and assets held for sale
|
|
0.3
|
|
|
0.3
|
|
||
Acquisition of business, net of cash acquired
|
|
—
|
|
|
(79.0
|
)
|
||
Dividends paid
|
|
(29.1
|
)
|
|
(28.9
|
)
|
||
Proceeds from insurance recovery
|
|
—
|
|
|
11.4
|
|
||
Free cash flow
|
|
$
|
(77.9
|
)
|
|
$
|
(169.7
|
)
|
(a)
|
Evaluation of Effectiveness of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
Exhibit
No.
|
|
Description
|
|
|
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended. (filed herewith)
|
|
|
|
|
|
Certification of Vice President and Chief Financial Officer pursuant to Rule 13a—14(a) and Rule 15d—14(a) of the Securities Exchange Act, as amended. (filed herewith)
|
|
|
|
|
|
Certification of President and Chief Executive Officer and Vice President and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
|
|
|
|
|
101
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|
The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to the Consolidated Financial Statements.
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Carpenter Technology Corporation
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(Registrant)
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Date: April 30, 2020
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/s/ Timothy Lain
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Timothy Lain
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Vice President and Chief Financial Officer
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(Principal Financial Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Carpenter Technology Corporation (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 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)
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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 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):
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(a)
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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: April 30, 2020
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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.
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I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Carpenter Technology Corporation (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 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)
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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 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):
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(a)
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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: April 30, 2020
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/s/ Timothy Lain
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Timothy Lain
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Vice President and Chief Financial Officer
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Date: April 30, 2020
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/s/ Tony R. Thene
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/s/ Timothy Lain
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Tony R. Thene
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Timothy Lain
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President and Chief Executive Officer
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Vice President and Chief Financial Officer
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