|
|
|
|
|
|
Pennsylvania
|
|
1-5318
|
|
25-0900168
|
|
|
|
||
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
||
World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania
|
|
|
|
15650-0231
|
|
|
|
||
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code)
|
|
|
|
|
|
DEBT TO CAPITAL (UNAUDITED)
|
|
|
|
|
||
(in thousands, except percents)
|
|
June 30, 2015
|
|
June 30, 2014
|
||
Total debt
|
|
751,587
|
|
|
1,061,783
|
|
Total equity
|
|
1,375,435
|
|
|
1,961,608
|
|
Debt to equity, GAAP
|
|
54.6
|
%
|
|
54.1
|
%
|
Total debt
|
|
751,587
|
|
|
1,061,783
|
|
Total equity
|
|
1,375,435
|
|
|
1,961,608
|
|
Total capital
|
|
2,127,022
|
|
|
3,023,391
|
|
Debt to capital
|
|
35.3
|
%
|
|
35.1
|
%
|
10.1
|
Form of Kennametal Inc. Performance Unit Award (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.2
|
Form of Kennametal Inc. Performance Unit Award - President and CEO (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.3
|
Form of Kennametal Inc. Restricted Unit Award (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.4
|
Form of Kennametal Inc. Restricted Unit Award - President and CEO (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.5
|
Form of Kennametal Inc. Restricted Unit Award - Alternate Form (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.6
|
Form of Kennametal Inc. Cash Settled Share-Based Award for China-based Employees (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.7
|
Form of Kennametal Inc. Nonstatutory Stock Option Award (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.8
|
Form of Kennametal Inc. Nonstatutory Stock Option Award - President and CEO (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.9
|
Form of Kennametal Inc. Nonstatutory Stock Option Award - Alternate Form (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
10.10
|
Form of Kennametal Inc. Stock Appreciation Right Award for China-based Employees (granted under Amendment No. 1 to the Kennametal Inc. Stock and Incentive Plan of 2010 (As Amended and Restated October 22, 2013))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KENNAMETAL INC.
|
|
|
|
|
|
|
|
||||
Date: July 30, 2015
|
|
|
|
By:
|
|
/s/ Martha Fusco
|
|
|
|
|
|
|
|
|
Martha Fusco
|
|
|
|
|
|
|
|
|
Interim Chief Financial Officer,
Vice President Finance and Corporate Controller
|
|
|
ADJ. ROIC
|
|||
|
FY16
|
FY17
|
FY18
|
Maximum
|
14%
|
14%
|
14%
|
Target
|
10%
|
10%
|
10%
|
Threshold
|
7%
|
7%
|
7%
|
If the Company’s TSR rank
against the Peer Group is:
|
TSR Payout Factor
(% of Target TSR tock Units)
|
at the 30th percentile (Threshold)
|
50%
|
at the 55th percentile (Target)
|
100%
|
at the 80th percentile or more (Maximum)
|
200%
|
•
|
If the Company or a member of the Peer Group splits its stock, such company’s TSR will be adjusted for the stock split
|
•
|
If a member of the Peer Group is acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the entire Performance Period
|
•
|
If a member of the Peer Group sells, spins‐off, or disposes of a portion of its business representing more than 50% of such Company’s total assets during the Performance Period, such Company will be removed from the Peer Group
|
•
|
If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period
|
•
|
If a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be removed from the Peer Group for the entire Performance Period
|
•
|
Members of the Peer Group that file for bankruptcy, liquidation or similar reorganization during the Performance Period will remain in the Peer Group, positioned below the lowest performing nonbankrupt member of the Peer Group
|
Company Name
|
Exchange:Ticker
|
Acuity Brands, Inc.
|
NYSE:AYI
|
AECOM Technology Corporation
|
NYSE:ACM
|
AGCO Corporation
|
NYSE:AGCO
|
AO Smith Corp.
|
NYSE:AOS
|
B/E Aerospace Inc.
|
NasdaqGS:BEAV
|
Carlisle Companies Incorporated
|
NYSE:CSL
|
CLARCOR Inc.
|
NYSE:CLC
|
Crane Co.
|
NYSE:CR
|
Donaldson Company, Inc.
|
NYSE:DCI
|
Esterline Technologies Corp.
|
NYSE:ESL
|
Fortune Brands Home & Security, Inc.
|
NYSE:FBHS
|
GATX Corp.
|
NYSE:GMT
|
Graco Inc.
|
NYSE:GGG
|
Granite Construction Incorporated
|
NYSE:GVA
|
Hubbell Inc.
|
NYSE:HUB.B
|
Huntington Ingalls Industries, Inc.
|
NYSE:HII
|
IDEX Corporation
|
NYSE:IEX
|
ITT Corporation
|
NYSE:ITT
|
KBR, Inc.
|
NYSE:KBR
|
KLX Inc.
|
NasdaqGS:KLXI
|
Lennox International, Inc.
|
NYSE:LII
|
Lincoln Electric Holdings Inc.
|
NasdaqGS:LECO
|
MSC Industrial Direct Co. Inc.
|
NYSE:MSM
|
Nordson Corporation
|
NasdaqGS:NDSN
|
NOW Inc.
|
NYSE:DNOW
|
Orbital ATK, Inc.
|
NYSE:OA
|
Oshkosh Corporation
|
NYSE:OSK
|
Regal Beloit Corporation
|
NYSE:RBC
|
SPX Corporation
|
NYSE:SPW
|
Teledyne Technologies Inc.
|
NYSE:TDY
|
Terex Corp.
|
NYSE:TEX
|
The Timken Company
|
NYSE:TKR
|
Trinity Industries Inc.
|
NYSE:TRN
|
Triumph Group, Inc.
|
NYSE:TGI
|
Valmont Industries, Inc.
|
NYSE:VMI
|
Watsco Inc.
|
NYSE:WSO
|
Westinghouse Air Brake Technologies Corporation
|
NYSE:WAB
|
Woodward, Inc.
|
NasdaqGS:WWD
|
ADJ. ROIC
|
|||
|
FY16
|
FY17
|
FY18
|
Maximum
|
14%
|
14%
|
14%
|
Target
|
10%
|
10%
|
10%
|
Threshold
|
7%
|
7%
|
7%
|
If the Company’s TSR rank
against the Peer Group is:
|
TSR Payout Factor
(% of Target TSR tock Units)
|
at the 30th percentile (Threshold)
|
50%
|
at the 55th percentile (Target)
|
100%
|
at the 80th percentile or more (Maximum)
|
200%
|
•
|
If the Company or a member of the Peer Group splits its stock, such company’s TSR will be adjusted for the stock split
|
•
|
If a member of the Peer Group is acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the entire Performance Period
|
•
|
If a member of the Peer Group sells, spins‐off, or disposes of a portion of its business representing more than 50% of such Company’s total assets during the Performance Period, such Company will be removed from the Peer Group
|
•
|
If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period
|
•
|
If a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be removed from the Peer Group for the entire Performance Period
|
•
|
Members of the Peer Group that file for bankruptcy, liquidation or similar reorganization during the Performance Period will remain in the Peer Group, positioned below the lowest performing nonbankrupt member of the Peer Group
|
Company Name
|
Exchange:Ticker
|
Acuity Brands, Inc.
|
NYSE:AYI
|
AECOM Technology Corporation
|
NYSE:ACM
|
AGCO Corporation
|
NYSE:AGCO
|
AO Smith Corp.
|
NYSE:AOS
|
B/E Aerospace Inc.
|
NasdaqGS:BEAV
|
Carlisle Companies Incorporated
|
NYSE:CSL
|
CLARCOR Inc.
|
NYSE:CLC
|
Crane Co.
|
NYSE:CR
|
Donaldson Company, Inc.
|
NYSE:DCI
|
Esterline Technologies Corp.
|
NYSE:ESL
|
Fortune Brands Home & Security, Inc.
|
NYSE:FBHS
|
GATX Corp.
|
NYSE:GMT
|
Graco Inc.
|
NYSE:GGG
|
Granite Construction Incorporated
|
NYSE:GVA
|
Hubbell Inc.
|
NYSE:HUB.B
|
Huntington Ingalls Industries, Inc.
|
NYSE:HII
|
IDEX Corporation
|
NYSE:IEX
|
ITT Corporation
|
NYSE:ITT
|
KBR, Inc.
|
NYSE:KBR
|
KLX Inc.
|
NasdaqGS:KLXI
|
Lennox International, Inc.
|
NYSE:LII
|
Lincoln Electric Holdings Inc.
|
NasdaqGS:LECO
|
MSC Industrial Direct Co. Inc.
|
NYSE:MSM
|
Nordson Corporation
|
NasdaqGS:NDSN
|
NOW Inc.
|
NYSE:DNOW
|
Orbital ATK, Inc.
|
NYSE:OA
|
Oshkosh Corporation
|
NYSE:OSK
|
Regal Beloit Corporation
|
NYSE:RBC
|
SPX Corporation
|
NYSE:SPW
|
Teledyne Technologies Inc.
|
NYSE:TDY
|
Terex Corp.
|
NYSE:TEX
|
The Timken Company
|
NYSE:TKR
|
Trinity Industries Inc.
|
NYSE:TRN
|
Triumph Group, Inc.
|
NYSE:TGI
|
Valmont Industries, Inc.
|
NYSE:VMI
|
Watsco Inc.
|
NYSE:WSO
|
Westinghouse Air Brake Technologies Corporation
|
NYSE:WAB
|
Woodward, Inc.
|
NasdaqGS:WWD
|
1.
|
Each Stock Unit represents the right to receive one Share of the Company’s Capital Stock, par value $1.25 per share, subject to the Forfeiture Restrictions (defined below). Notwithstanding, Stock Units as initially awarded have no independent economic value, but rather are mere units of measurement used for the purpose of calculating the number of Shares, if any, to be delivered under the Award.
|
2.
|
The prohibition against transfer and the obligation to forfeit and surrender the Stock Units to the Company are herein referred to as “Forfeiture Restrictions.” The Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, gifted or otherwise transferred, encumbered or disposed of, except as described in the Plan, to the extent then subject to the Forfeiture Restrictions. The Forfeiture Restrictions will be binding upon, and enforceable against, any permitted transferee of the Stock Units.
|
3.
|
Provided that the Awardee does not Separate from Service and maintains Continuous Status as an Employee from the Grant Date through the lapse date, the Forfeiture Restrictions will lapse as follows: (a) on the first anniversary of the Grant Date, one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; (b) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; and (c) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units.
|
4.
|
The Stock Units, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or involuntary termination by the Company without cause or voluntary termination by the Awardee for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period following a Change in Control (a " Change in Control Separation"). In the event that the Awardee Separates from Service as a result of death, Disability, Retirement or a Change in Control Separation, the Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically lapse.
|
5.
|
Except as otherwise provided herein, the shares of Company Capital Stock (the “Shares”) underlying Stock Units which are no longer subject to Forfeiture Restrictions shall be issued to the Awardee on the lapse date (or as soon as reasonably practicable thereafter but in no event later than the 15th day of the third month following such date), subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes. Notwithstanding the foregoing or any provisions of this Award or the Plan to the contrary, for a U.S. participant who is or becomes eligible to Separate from Service on account of Retirement during the term of this award, upon a Separation from Service due to Retirement, Disability or a Change in Control Separation, the delivery of any Shares underlying this Award will be delayed and delivered on the six (6) month anniversary of the Awardee’s Separation from Service, subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes.
|
6.
|
The Shares underlying Stock Units shall not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. The Company may refuse to register a transfer of the Shares on the stock transfer records of the Company if the transfer constitutes a violation of any applicable securities law and the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.
|
7.
|
This Restricted Unit Award is intended to comply with Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) or an exception thereto and the regulations promulgated thereunder and will be construed accordingly. The Company reserves the right to administer, amend or modify the Award or to take any other action necessary or desirable to enable the Award to be interpreted and construed accordingly. Notwithstanding the foregoing, the Awardee acknowledges and agrees that Section 409A may impose upon the Awardee certain taxes or interest charges for which the Awardee is and shall remain solely responsible.
|
8.
|
Notwithstanding anything to the contrary in this Award or the Plan, in the event that this Award is not accepted by the Awardee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Award shall become null and void and all Stock Units subject to this Award shall be forfeited by the Awardee as of the Forfeiture Date. For acceptance to be valid, the Awardee must accept this Award in the manner specified by the Company. Any Shares underlying the Stock Units covered by this Award that are forfeited by the Awardee shall be returned to the Plan and resume the status of shares available for grant.
|
9.
|
All other terms and conditions applicable to this Award are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
Each Stock Unit represents the right to receive one Share of the Company’s Capital Stock, par value $1.25 per share, subject to the Forfeiture Restrictions (defined below). Notwithstanding, Stock Units as initially awarded have no independent economic value, but rather are mere units of measurement used for the purpose of calculating the number of Shares, if any, to be delivered under the Award.
|
2.
|
The prohibition against transfer and the obligation to forfeit and surrender the Stock Units to the Company are herein referred to as “Forfeiture Restrictions.” The Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, gifted or otherwise transferred, encumbered or disposed of, except as described in the Plan, to the extent then subject to the Forfeiture Restrictions. The Forfeiture Restrictions will be binding upon, and enforceable against, any permitted transferee of the Stock Units.
|
3.
|
Provided that the Awardee does not Separate from Service and maintains Continuous Status as an Employee from the Grant Date through the lapse date, the Forfeiture Restrictions will lapse as follows: (a) on the first anniversary of the Grant Date, one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; (b) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; and (c) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units.
|
4.
|
The Stock Units, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or involuntary termination by the Company or any successor of the Company without cause or voluntary termination by the Awardee for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period immediately following a Change in Control (a "Change in Control Separation"). In the event that the Awardee Separates from Service as a result of death, Disability or Retirement, the Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically lapse. In the event that the Awardee Separates from Service on account of a Change in Control Separation, the Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically lapse as of the consummation of the Change in Control or, if later, the Awardee’s date of Separation from Service.
|
5.
|
Except as otherwise provided herein, the shares of Company Capital Stock (the “Shares”) underlying Stock Units which are no longer subject to Forfeiture Restrictions shall be issued to the Awardee on the lapse date (or as soon as reasonably practicable thereafter but in no event later than the 15th day of the third month following such date), subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes. Notwithstanding the foregoing or any provisions of this Award or the Plan to the contrary, for a U.S. participant who is or becomes eligible to Separate from Service on account of Retirement during the term of this award, upon a Separation from Service due to Retirement, Disability or a Change in Control Separation, the delivery of any Shares underlying this Award will be delayed and delivered on the six (6) month anniversary of the Awardee’s Separation from Service, subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes.
|
6.
|
The Shares underlying Stock Units shall not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. The Company may refuse to register a transfer of the Shares on the stock transfer records of the Company if the transfer constitutes a violation of any applicable securities law and the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.
|
7.
|
This Restricted Unit Award is intended to comply with Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) or an exception thereto and the regulations promulgated thereunder and will be construed accordingly. The Company reserves the right to administer, amend or modify the Award or to take any other action necessary or desirable to enable the Award to be interpreted and construed accordingly. Notwithstanding the foregoing, the Awardee acknowledges and agrees that Section 409A may impose upon the Awardee certain taxes or interest charges for which the Awardee is and shall remain solely responsible. Notwithstanding the foregoing or any provision of this Award to the contrary, if this Award is subject to Section 409A (and not excepted therefrom) and a Change of Control is a distribution event for purposes of the Award, the definition of Change in Control shall be interpreted, administered and construed in a manner necessary to ensure that the occurrence of any such event shall result in a Change of Control only if such event qualifies as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, as applicable, within the meaning of Treas. Reg. § 1.409A-3(i)(5).
|
8.
|
Notwithstanding anything to the contrary in this Award or the Plan, in the event that this Award is not accepted by the Awardee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Award shall become null and void and all Stock Units subject to this Award shall be forfeited by the Awardee as of the Forfeiture Date. For acceptance to be valid, the Awardee must accept this Award in the manner specified by the Company. Any Shares underlying the Stock Units covered by this Award that are forfeited by the Awardee shall be returned to the Plan and resume the status of shares available for grant.
|
9.
|
All other terms and conditions applicable to this Award are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
Each Stock Unit represents the right to receive one Share of the Company’s Capital Stock, par value $1.25 per share, subject to the Forfeiture Restrictions (defined below). Notwithstanding, Stock Units as initially awarded have no independent economic value, but rather are mere units of measurement used for the purpose of calculating the number of Shares, if any, to be delivered under the Award.
|
2.
|
The prohibition against transfer and the obligation to forfeit and surrender the Stock Units to the Company are herein referred to as “Forfeiture Restrictions.” The Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, gifted or otherwise transferred, encumbered or disposed of, except as described in the Plan, to the extent then subject to the Forfeiture Restrictions. The Forfeiture Restrictions will be binding upon, and enforceable against, any permitted transferee of the Stock Units.
|
3.
|
Provided that the Awardee does not Separate from Service and maintains Continuous Status as an Employee from the Grant Date through the lapse date, the Forfeiture Restrictions will lapse as follows: (a) on the first anniversary of the Grant Date, one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; (b) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; and (c) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units.
|
4.
|
The Stock Units, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement or involuntary termination by the Company without cause or voluntary termination by the Awardee for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period following a Change in Control (a "Change in Control Separation"). In the event that the Awardee Separates from Service as a result of death, Disability, Retirement or a Change in Control Separation, the Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically lapse.
|
5.
|
Except as otherwise provided herein, the shares of Company Capital Stock (the “Shares”) underlying Stock Units which are no longer subject to Forfeiture Restrictions shall be issued to the Awardee on the lapse date (or as soon as reasonably practicable thereafter but in no event later than the 15th day of the third month following such date), subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes. Notwithstanding the foregoing or any provisions of this Award or the Plan to the contrary, for a U.S. participant who is or becomes eligible to Separate from Service on account of Retirement during the term of this award, upon a Separation from Service due to Retirement, Disability or a Change in Control Separation, the delivery of any Shares underlying this Award will be delayed and delivered on the six (6) month anniversary of the Awardee’s Separation from Service, subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes.
|
6.
|
The Shares underlying Stock Units shall not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. The Company may refuse to register a transfer of the Shares on the stock transfer records of the Company if the transfer constitutes a violation of any applicable securities law and the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.
|
7.
|
This Restricted Unit Award is intended to comply with Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) or an exception thereto and the regulations promulgated thereunder and will be construed accordingly. The Company reserves the right to administer, amend or modify the Award or to take any other action necessary or desirable to enable the Award to be interpreted and construed accordingly. Notwithstanding the foregoing, the Awardee acknowledges and agrees that Section 409A may impose upon the Awardee certain taxes or interest charges for which the Awardee is and shall remain solely responsible.
|
8.
|
Notwithstanding anything to the contrary in this Award or the Plan, in the event that this Award is not accepted by the Awardee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Award shall become null and void and all Stock Units subject to this Award shall be forfeited by the Awardee as of the Forfeiture Date. For acceptance to be valid, the Awardee must accept this Award in the manner specified by the Company. Any Shares underlying the Stock Units covered by this Award that are forfeited by the Awardee shall be returned to the Plan and resume the status of shares available for grant.
|
9.
|
All other terms and conditions applicable to this Award are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
Notwithstanding any provisions of the Plan, each Stock Unit represents the right to receive a cash payment from the Company (or an Affiliate or Subsidiary thereof, as applicable) equal to the Fair Market Value of one Share of the Company’s Capital Stock, par value $1.25 per share, subject to the Forfeiture Restrictions (defined below). Notwithstanding, Stock Units as initially awarded have no independent economic value, but rather are mere units of measurement used for purpose of calculating the number of Shares to be used in determining the amount of the cash payment, if any, to be made under the Award.
|
2.
|
The prohibition against transfer and the obligation to forfeit and surrender the Stock Units to the Company are herein referred to as “Forfeiture Restrictions.” The Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, gifted or otherwise transferred, encumbered or disposed of, except as described in the Plan, to the extent then subject to the Forfeiture Restrictions. The Forfeiture Restrictions will be binding upon, and enforceable against, any permitted transferee of the Stock Units.
|
3.
|
Provided that the Awardee does not Separate from Service and maintains Continuous Status as an Employee from the Grant Date through the lapse date, the Forfeiture Restrictions will lapse as follows: (a) on the first anniversary of the Grant Date, one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; (b) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units; and (c) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units.
|
4.
|
The Awardee shall have only the Company's unfunded, unsecured promise to pay pursuant to the terms of this Award. The rights of the Awardee hereunder shall be that of an unsecured general creditor of the Company, and the Awardee shall not have any security interest in any assets of the Company (or an Affiliate or Subsidiary thereof). The Awardee shall not have any rights of ownership in the Shares subject to the Stock Units, including, but not limited to, the right to vote such Shares.
|
5.
|
The Stock Units, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement or involuntary termination by the Company without cause or voluntary termination by the Awardee for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period following a Change in Control (a " Change in Control Separation"). In the event that the Awardee Separates from Service as a result of death, Disability, Retirement or a Change in Control Separation, the Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically lapse.
|
6.
|
Except as otherwise provided herein, a cash payment equal to the Fair Market Value of the Shares underlying Stock Units which are no longer subject to Forfeiture Restrictions shall be made to the Awardee on the lapse date (or as soon as reasonably practicable thereafter but in no event later than the 15th day of the third month following such date), subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes. Notwithstanding the foregoing or any provisions of this Award or the Plan to the contrary, for a U.S. participant who is or becomes eligible to Separate from Service on account of Retirement during the term of this award, upon a Separation from Service due to Retirement, Disability or a Change in Control Separation, the cash payment will be delayed and delivered on the six (6) month anniversary of the Awardee’s Separation from Service, subject to the Awardee’s satisfaction of all applicable income and employment withholding taxes.
|
7.
|
This Award is intended to comply with Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) or an exception thereto and the regulations promulgated thereunder and will be construed accordingly. The Company reserves the right to administer, amend or modify the Award or to take any other action necessary or desirable to enable the Award to be interpreted and construed accordingly. Notwithstanding the foregoing, the Awardee acknowledges and agrees that Section 409A may impose upon the Awardee certain taxes or interest charges for which the Awardee is and shall remain solely responsible.
|
8.
|
Notwithstanding anything to the contrary in this Award or the Plan, in the event that this Award is not accepted by the Awardee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Award shall become null and void and all Stock Units subject to this Award shall be forfeited by the Awardee as of the Forfeiture Date. For acceptance to be valid, the Awardee must accept this Award in the manner specified by the Company.
|
9.
|
All other terms and conditions applicable to this Award are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
The Option must be exercised within ten (10) years from the Grant Date and only at the times and for the number of Shares as follows: (a) prior to the first anniversary of the Grant Date, the Option is not exercisable as to any Shares; (b) on the first anniversary of the Grant Date, one-third (1/3) of the Shares under the Option will vest and become exercisable; (c) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Shares under the Option will vest and become exercisable; and (d) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Shares under the Option will vest and become exercisable.
|
2.
|
Notwithstanding anything to the contrary in this Option or the Plan, the Options, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or in the event that Optionee is involuntarily terminated by the Company or any successor of the Company without cause or the Optionee voluntary terminates employment for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period immediately following a Change in Control (a " Change in Control Separation"), all Shares under the Option that have not vested (or otherwise been cancelled or forfeited) shall become fully vested and immediately exercisable as of the consummation of the Change in Control or, if later, the Optionee’s date of termination (the “Change in Control Vesting Date”). Subject to the terms of the Plan, any Shares under the Option that become vested and exercisable on account of a Change in Control Separation may be exercised at any time within the three-month period following the Change in Control Vesting Date; provided, however, the Option must be exercised in all circumstances within ten (10) years from the Grant Date.
|
3.
|
This Option is intended to be exempt from coverage under Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) and the regulations promulgated thereunder, and the Company reserves the right to administer, amend or modify the Option or to take any other action necessary or desirable to enable the Option to be interpreted and construed accordingly. Notwithstanding the foregoing, the Optionee acknowledges and agrees that Section 409A may impose upon the Optionee certain taxes or interest charges for which the Optionee is and shall remain solely responsible.
|
4.
|
Notwithstanding anything to the contrary in this Option or the Plan, in the event that this Option is not accepted by the Optionee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Option shall become null and void and all Shares subject to this Award shall be forfeited by the Optionee as of the Forfeiture Date. For acceptance to be valid, the Optionee must accept this Option in the manner specified by the Company. Any Shares underlying the Option that are forfeited by the Optionee shall be returned to the Plan and resume the status of shares available for grant.
|
5.
|
All other terms and conditions applicable to this Option are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
The Option must be exercised within ten (10) years from the Grant Date and only at the times and for the number of Shares as follows: (a) prior to the first anniversary of the Grant Date, the Option is not exercisable as to any Shares; (b) on the first anniversary of the Grant Date, one-third (1/3) of the Shares under the Option will vest and become exercisable; (c) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Shares under the Option will vest and become exercisable; and (d) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Shares under the Option will vest and become exercisable.
|
2.
|
Notwithstanding anything to the contrary in this Option or the Plan, the Options, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or in the event that Optionee is involuntarily terminated by the Company or any successor of the Company without cause or the Optionee voluntary terminates employment for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period immediately following a Change in Control (a " Change in Control Separation"), all Shares under the Option that have not vested (or otherwise been cancelled or forfeited) shall become fully vested and immediately exercisable as of the consummation of the Change in Control or, if later, the Optionee’s date of termination (the “Change in Control Vesting Date”). Subject to the terms of the Plan, any Shares under the Option that become vested and exercisable on account of a Change in Control Separation may be exercised at any time within the three-month period following the Change in Control Vesting Date; provided, however, the Option must be exercised in all circumstances within ten (10) years from the Grant Date.
|
3.
|
This Option is intended to be exempt from coverage under Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) and the regulations promulgated thereunder, and the Company reserves the right to administer, amend or modify the Option or to take any other action necessary or desirable to enable the Option to be interpreted and construed accordingly. Notwithstanding the foregoing, the Optionee acknowledges and agrees that Section 409A may impose upon the Optionee certain taxes or interest charges for which the Optionee is and shall remain solely responsible.
|
4.
|
Notwithstanding anything to the contrary in this Option or the Plan, in the event that this Option is not accepted by the Optionee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Option shall become null and void and all Shares subject to this Award shall be forfeited by the Optionee as of the Forfeiture Date. For acceptance to be valid, the Optionee must accept this Option in the manner specified by the Company. Any Shares underlying the Option that are forfeited by the Optionee shall be returned to the Plan and resume the status of shares available for grant.
|
5.
|
All other terms and conditions applicable to this Option are contained in the Plan. A copy of the Plan and related Prospectus is available on your account page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
The Option must be exercised within ten (10) years from the Grant Date and only at the times and for the number of Shares as follows: (a) prior to the first anniversary of the Grant Date, the Option is not exercisable as to any Shares; (b) on the first anniversary of the Grant Date, one-third (1/3) of the Shares under the Option will vest and become exercisable; (c) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Shares under the Option will vest and become exercisable; and (d) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Shares under the Option will vest and become exercisable.
|
2.
|
Notwithstanding anything to the contrary in this Option or the Plan, the Options, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or in the event that Optionee is involuntarily terminated by the Company or any successor of the Company without cause or the Optionee voluntary terminates employment for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period immediately following a Change in Control (a " Change in Control Separation"), all Shares under the Option that have not vested (or otherwise been cancelled or forfeited) shall become fully vested and immediately exercisable as of the consummation of the Change in Control or, if later, the Optionee’s date of termination (the “Change in Control Vesting Date”). Subject to the terms of the Plan, any Shares under the Option that become vested and exercisable on account of a Change in Control Separation may be exercised at any time within the three-month period following the Change in Control Vesting Date; provided, however, the Option must be exercised in all circumstances within ten (10) years from the Grant Date.
|
3.
|
This Option is intended to be exempt from coverage under Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) and the regulations promulgated thereunder, and the Company reserves the right to administer, amend or modify the Option or to take any other action necessary or desirable to enable the Option to be interpreted and construed accordingly. Notwithstanding the foregoing, the Optionee acknowledges and agrees that Section 409A may impose upon the Optionee certain taxes or interest charges for which the Optionee is and shall remain solely responsible.
|
4.
|
Notwithstanding anything to the contrary in this Option or the Plan, in the event that this Option is not accepted by the Optionee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this Option shall become null and void and all Shares subject to this Award shall be forfeited by the Optionee as of the Forfeiture Date. For acceptance to be valid, the Optionee must accept this Option in the manner specified by the Company. Any Shares underlying the Option that are forfeited by the Optionee shall be returned to the Plan and resume the status of shares available for grant.
|
5.
|
All other terms and conditions applicable to this Option are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
1.
|
The SAR must be exercised within ten (10) years from the Grant Date and only at the times and for the number of Shares as follows: (a) prior to the first anniversary of the Grant Date, the SAR is not exercisable as to any Shares; (b) on the first anniversary of the Grant Date, one-third (1/3) of the Shares under the SAR will vest and become exercisable; (c) on the second anniversary of the Grant Date, an additional one-third (1/3) of the Shares under the SAR will vest and become exercisable; and (d) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Shares under the SAR will vest and become exercisable.
|
2.
|
Notwithstanding anything to the contrary in this SAR or the Plan, the Shares under the SAR, to the extent then subject to the Forfeiture Restrictions, will be forfeited to the Company upon Separation from Service for any reason other than death, Disability, Retirement, or in the event that Optionee is involuntarily terminated by the Company or any successor of the Company without cause or the Optionee voluntary terminates employment for Good Reason (a) within the six-month period immediately preceding a Change in Control in contemplation of such Change in Control (and the Change in Control actually occurs) or (b) during the two-year period immediately following a Change in Control (a " Change in Control Separation"), all Shares under the SAR that have not vested (or otherwise been cancelled or forfeited) shall become fully vested and immediately exercisable as of the consummation of the Change in Control or, if later, the Optionee’s date of termination (the “Change in Control Vesting Date”). Subject to the terms of the Plan, any Shares under the SAR that become vested and exercisable on account of a Change in Control Separation may be exercised at any time within the three-month period following the Change in Control Vesting Date; provided, however, the SAR must be exercised in all circumstances within ten (10) years from the Grant Date.
|
3.
|
Notwithstanding any provision of this SAR or the Plan to the contrary, this SAR shall be settled solely by a cash payment from the Company (or an Affiliate or Subsidiary thereof, as applicable). The Optionee shall have only the Company's unfunded, unsecured promise to pay. The rights of the Optionee hereunder shall be that of an unsecured general creditor of the Company, and the Optionee shall not have any security interest in any assets of the Company (or an Affiliate or Subsidiary thereof). The Optionee shall not have any rights of ownership in the Shares subject to the SAR, including, but not limited to, the right to vote such Shares. For the avoidance of doubt, in the People’s Republic of China, the Company, per se, will not make such cash payment to the Optionee, instead, the Chinese local subsidiary of the Company will, using its own RMB funds, make such cash payment in RMB equal to the total amount of appreciation at the current foreign exchange rate to the Optionee.
|
4.
|
This SAR is intended to be exempt from coverage under Section 409A of the Internal Revenue Code (which deals with nonqualified deferred compensation) and the regulations promulgated thereunder, and the Company reserves the right to administer, amend or modify the SAR or to take any other action necessary or desirable to enable the SAR to be interpreted and construed accordingly. Notwithstanding the foregoing, the Optionee acknowledges and agrees that Section 409A may impose upon the Optionee certain taxes or interest charges for which the Optionee is and shall remain solely responsible.
|
5.
|
Notwithstanding anything to the contrary in this SAR or the Plan, in the event that this SAR is not accepted by the Optionee on or before the date that is 180 days from the grant date noted herein (the “Forfeiture Date”), then this SAR shall become null and void and this SAR shall be forfeited by the Optionee as of the Forfeiture Date. For acceptance to be valid, the Optionee must accept this SAR in the manner specified by the Company.
|
6.
|
All other terms and conditions applicable to this SAR are contained in the Plan. A copy of the Plan and related Prospectus is available on your accounts page at netbenefits.fidelity.com under Plan Information and Documents, as well as on The Hub under Human Resources.
|
-
|
Increases quarterly dividend 11 percent to $0.20 per share
|
-
|
Announces fiscal 2016 EPS range of $1.70 to $2.00; includes $0.30 to $0.35 exchange rate headwinds
|
•
|
Sales were
$638 million
compared with
$772 million
in the same quarter last year. Sales decreased by 17 percent, reflecting a 10 percent organic sales decline, a 7 percent unfavorable currency exchange impact and a 1 percent decrease from a prior year divestiture, offset partially by a 1 percent increase due to more business days.
|
•
|
On a combined basis, pre-tax restructuring and related charges amounted to
$21 million
, or
$0.24
per share, and pre-tax benefits were approximately $17 million, or $0.16 per share in the quarter.
|
•
|
Operating income was
$35 million
, compared with
$78 million
in the same quarter last year. Adjusted operating income was
$56 million
, compared with
$95 million
in the prior year quarter. The decrease in operating income in the current period was primarily driven by organic sales decline, lower absorption of manufacturing costs related to reduced sales volumes and an inventory reduction initiative, unfavorable mix in Infrastructure and unfavorable currency exchange, offset partially by restructuring benefits. Adjusted operating margin was
8.8 percent
in the current period and
12.4 percent
in the prior period.
|
•
|
The reported effective tax rate was
24.8 percent
compared to
30.5 percent
in the prior year. The decrease was primarily driven by prior year restructuring charges in tax jurisdictions where a tax benefit was not permitted.
|
•
|
EPS were
$0.26
, compared with the prior year quarter EPS of
$0.57
. Adjusted EPS were
$0.46
in the current year quarter and
$0.79
in the prior year quarter.
|
•
|
The company realized record free operating cash flow of
$267 million
compared with
$156 million
last year despite the unfavorable impact of challenging end markets to cash earnings. The record free operating cash flow was primarily attributable to improved working capital management.
|
•
|
Industrial segment sales of
$358 million
decreased
14 percent
from
$416 million
in the prior year quarter due to unfavorable currency exchange of 10 percent, organic sales decline of 4 percent and prior year divestiture of 1 percent, partially offset by an increase of 1 percent due to more business days. Excluding the impact of currency exchange, sales remained relatively flat in general engineering, while sales decreased approximately 2 percent in transportation, approximately 7 percent in aerospace and defense and approximately 22 percent in energy. In the general engineering market, sales in the indirect channel grew, offset by weak demand in the energy markets. Sales in the transportation market were adversely affected by lower volumes in all regions, while aerospace and defense sales decreased due to the company exiting lower margin businesses, partially offset by production growth in aircraft frames and engines. Energy sales declined due to continuing weakness in oil and gas end markets. On a regional basis, sales decreased 6 percent in the Americas and 1 percent in Europe, while sales remained flat in Asia.
|
•
|
Industrial segment operating income was
$40 million
compared with
$53 million
in the prior year period. Adjusted operating income was
$51 million
compared to
$64 million
in the prior year quarter, driven by organic sales decline and lower absorption of manufacturing costs related to reduced sales volumes and an inventory reduction initiative, partially offset by restructuring program benefits. Industrial adjusted operating margin was
14.1 percent
compared with
15.5 percent
in the prior year.
|
•
|
Infrastructure segment sales of
$280 million
decreased
21 percent
from
$357 million
in the prior year. The decrease was driven by 16 percent organic sales decline and 6 percent unfavorable currency exchange, offset partially by an increase of 1 percent due to more business days. Excluding the impact of currency exchange, Infrastructure sales decreased by approximately 23 percent in energy and approximately 11 percent in earthworks. The energy market was impacted by continuing weakness in oil and gas end markets, partially offset with some improvements in power generation and process industry sales. Earthworks was impacted by continued weakness in underground mining, while highway construction sales improved in line with the road rehabilitation season. On a regional basis, sales decreased 21 percent in the Americas, 17 percent in Asia and 5 percent in Europe.
|
•
|
Infrastructure segment operating loss was
$4 million
, compared with operating income of
$27 million
in the same quarter of the prior year. Adjusted operating income was
$6 million
compared to
$32 million
in the prior year quarter. Adjusted operating income decreased primarily due to lower organic sales, lower absorption of manufacturing costs related to reduced sales volumes and an inventory reduction initiative, and unfavorable business mix, partially offset by the benefits of restructuring savings. Infrastructure adjusted operating margin was
2.0 percent
compared with
9.0 percent
in the prior year.
|
•
|
Sales were
$2,647 million
, compared with
$2,837 million
last year. Sales decreased by 7 percent, driven by 5 percent organic sales decline and 4 percent unfavorable currency exchange, offset partially by 2 percent net increase from prior year acquisition and divestiture activity.
|
•
|
Operating loss was
$358 million
, compared with operating income of
$263 million
in the same period last year. Adjusted operating income was
$242 million
, compared with adjusted operating income of
$307 million
in the prior year. Adjusted operating income decreased primarily due to organic sales decline, lower absorption of manufacturing costs related to reduced sales volumes and an inventory reduction initiative, and unfavorable mix in Infrastructure, offset partially by restructuring benefits and a prior period non-recurring inventory charge of approximately $6 million. Adjusted operating margin was
9.1 percent
, compared to
10.8 percent
in the prior year.
|
•
|
LPS were
$4.71
in the current year, compared with EPS of
$1.99
in the prior year. Adjusted EPS were
$2.02
in the current year and
$2.53
in the prior year.
|
RESTRUCTURING AND RELATED CHARGES AND SAVINGS (PRE-TAX)
|
|
||||||
|
Estimated Charges
|
Current Quarter Charges
|
Charges To Date
|
Estimated Annualized Savings
|
Approximate Current Quarter Savings
|
Approximate Savings To Date
|
Expected Completion Date
|
Phase 1
|
$55M-$60M
|
$8M
|
$52M
|
$50M-$55M
|
$10M
|
$30M
|
6/30/2016
|
Phase 2
|
$90M-$100M
|
$12M
|
$24M
|
$40M-$50M
|
$7M
|
$7M
|
12/31/2016
|
Phase 3
|
$40M-$45M
|
$1M
|
$1M
|
$25M-$30M
|
—
|
—
|
3/31/2017
|
Total
|
$185M-$205M
|
$21M
|
$77M
|
$115M-$135M
|
$17M
|
$37M
|
|
|
Three Months Ended June 30,
|
|
Twelve Months Ended June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales
|
$
|
637,653
|
|
|
$
|
772,204
|
|
|
$
|
2,647,195
|
|
|
$
|
2,837,190
|
|
Cost of goods sold
|
448,687
|
|
|
519,364
|
|
|
1,841,202
|
|
|
1,940,187
|
|
||||
Gross profit
|
188,966
|
|
|
252,840
|
|
|
805,993
|
|
|
897,003
|
|
||||
Operating expense
|
130,923
|
|
|
154,785
|
|
|
554,895
|
|
|
589,768
|
|
||||
Restructuring and asset impairment charges
|
16,398
|
|
|
12,594
|
|
|
582,235
|
|
|
17,608
|
|
||||
Amortization of intangibles
|
6,325
|
|
|
7,404
|
|
|
26,686
|
|
|
26,195
|
|
||||
Operating income (loss)
|
35,320
|
|
|
78,057
|
|
|
(357,823
|
)
|
|
263,432
|
|
||||
Interest expense
|
7,537
|
|
|
8,450
|
|
|
31,466
|
|
|
32,451
|
|
||||
Other (income) expense, net
|
(1,705
|
)
|
|
1,267
|
|
|
(1,674
|
)
|
|
2,172
|
|
||||
Income (loss) from continuing operations before income taxes
|
29,488
|
|
|
68,340
|
|
|
(387,615
|
)
|
|
228,809
|
|
||||
Provision (benefit) for income taxes
|
7,321
|
|
|
20,861
|
|
|
(16,654
|
)
|
|
66,611
|
|
||||
Net income (loss)
|
22,167
|
|
|
47,479
|
|
|
(370,961
|
)
|
|
162,198
|
|
||||
Less: Net income attributable to noncontrolling interests
|
1,021
|
|
|
2,024
|
|
|
2,935
|
|
|
3,832
|
|
||||
Net income (loss) attributable to Kennametal
|
$
|
21,146
|
|
|
$
|
45,455
|
|
|
$
|
(373,896
|
)
|
|
$
|
158,366
|
|
PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREHOLDERS
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share
|
$
|
0.27
|
|
|
$
|
0.58
|
|
|
$
|
(4.71
|
)
|
|
$
|
2.01
|
|
Diluted earnings (loss) per share
|
$
|
0.26
|
|
|
$
|
0.57
|
|
|
$
|
(4.71
|
)
|
|
$
|
1.99
|
|
Dividends per share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
Basic weighted average shares outstanding
|
79,518
|
|
|
78,818
|
|
|
79,342
|
|
|
78,678
|
|
||||
Diluted weighted average shares outstanding
|
80,113
|
|
|
79,850
|
|
|
79,342
|
|
|
79,667
|
|
(in thousands)
|
June 30, 2015
|
|
June 30, 2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
105,494
|
|
|
$
|
177,929
|
|
Accounts receivable, net
|
445,373
|
|
|
531,515
|
|
||
Inventories
|
575,531
|
|
|
703,766
|
|
||
Other current assets
|
132,148
|
|
|
111,986
|
|
||
Total current assets
|
1,258,546
|
|
|
1,525,196
|
|
||
Property, plant and equipment, net
|
815,825
|
|
|
884,458
|
|
||
Goodwill and other intangible assets, net
|
704,058
|
|
|
1,318,752
|
|
||
Other assets
|
71,100
|
|
|
139,680
|
|
||
Total assets
|
$
|
2,849,529
|
|
|
$
|
3,868,086
|
|
LIABILITIES
|
|
|
|
||||
Current maturities of long-term debt and capital leases, including notes
payable
|
$
|
15,702
|
|
|
$
|
80,117
|
|
Accounts payable
|
187,381
|
|
|
206,891
|
|
||
Other current liabilities
|
279,661
|
|
|
275,748
|
|
||
Total current liabilities
|
482,744
|
|
|
562,756
|
|
||
Long-term debt and capital leases
|
735,885
|
|
|
981,666
|
|
||
Other liabilities
|
255,465
|
|
|
362,056
|
|
||
Total liabilities
|
1,474,094
|
|
|
1,906,478
|
|
||
KENNAMETAL SHAREHOLDERS’ EQUITY
|
1,345,807
|
|
|
1,929,256
|
|
||
NONCONTROLLING INTERESTS
|
29,628
|
|
|
32,352
|
|
||
Total liabilities and equity
|
$
|
2,849,529
|
|
|
$
|
3,868,086
|
|
SEGMENT DATA (UNAUDITED)
|
Three Months Ended June 30,
|
Twelve Months Ended June 30,
|
||||||||||||
(in thousands)
|
2015
|
|
2014
|
2015
|
|
2014
|
||||||||
Outside Sales:
|
|
|
|
|
|
|
||||||||
Industrial
|
$
|
357,519
|
|
|
$
|
415,529
|
|
$
|
1,461,744
|
|
|
$
|
1,524,075
|
|
Infrastructure
|
280,134
|
|
|
356,675
|
|
1,185,451
|
|
|
1,313,115
|
|
||||
Total outside sales
|
$
|
637,653
|
|
|
$
|
772,204
|
|
$
|
2,647,195
|
|
|
$
|
2,837,190
|
|
Sales By Geographic Region:
|
|
|
|
|
|
|
||||||||
North America
|
$
|
295,066
|
|
|
$
|
353,604
|
|
$
|
1,250,535
|
|
|
$
|
1,276,704
|
|
Western Europe
|
176,405
|
|
|
232,280
|
|
731,014
|
|
|
873,828
|
|
||||
Rest of World
|
166,182
|
|
|
186,320
|
|
665,646
|
|
|
686,658
|
|
||||
Total sales by geographic region
|
$
|
637,653
|
|
|
$
|
772,204
|
|
$
|
2,647,195
|
|
|
$
|
2,837,190
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
||||||||
Industrial
|
$
|
39,771
|
|
|
$
|
52,598
|
|
$
|
160,894
|
|
|
$
|
177,040
|
|
Infrastructure
|
(3,583
|
)
|
|
26,636
|
|
(509,381
|
)
|
|
94,940
|
|
||||
Corporate
(1)
|
(868
|
)
|
|
(1,177
|
)
|
(9,336
|
)
|
|
(8,548
|
)
|
||||
Total operating income (loss)
|
$
|
35,320
|
|
|
$
|
78,057
|
|
$
|
(357,823
|
)
|
|
$
|
263,432
|
|
THREE MONTHS ENDED JUNE 30, 2015 - (UNAUDITED)
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
(in thousands, except percents)
|
Sales
|
Gross Profit
|
Operating Expense
|
Operating Income
|
Net Income
(2)
|
Diluted EPS
|
Effective Tax Rate
|
|||||||||||||
2015 Reported Results
|
$
|
637,653
|
|
$
|
188,966
|
|
$
|
130,923
|
|
$
|
35,320
|
|
$
|
21,146
|
|
$
|
0.26
|
|
24.8
|
%
|
2015 Reported Margins
|
|
29.6
|
%
|
20.5
|
%
|
5.5
|
%
|
|
|
|
||||||||||
Restructuring and related charges
(3)
|
—
|
|
2,908
|
|
(1,691
|
)
|
20,996
|
|
18,566
|
|
0.24
|
|
(5.5
|
)
|
||||||
Tax impact of prior impairment charges
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,651
|
)
|
(0.05
|
)
|
7.2
|
|
||||||
Tax redeployment expense
|
—
|
|
—
|
|
—
|
|
—
|
|
807
|
|
0.01
|
|
(1.6
|
)
|
||||||
2015 Adjusted Results
|
$
|
637,653
|
|
$
|
191,874
|
|
$
|
129,232
|
|
$
|
56,316
|
|
$
|
36,868
|
|
$
|
0.46
|
|
24.9
|
%
|
2015 Adjusted Margins
|
|
30.1
|
%
|
20.3
|
%
|
8.8
|
%
|
|
|
|
(in thousands, except percents)
|
Industrial Sales
|
Industrial Operating Income
|
Infrastructure Sales
|
Infrastructure Operating (Loss) Income
|
||||||||
2015 Reported Results
|
$
|
357,519
|
|
$
|
39,771
|
|
$
|
280,134
|
|
$
|
(3,583
|
)
|
2015 Reported Operating Margin
|
|
11.1
|
%
|
|
(1.3
|
)%
|
||||||
Restructuring and related charges
(4)
|
—
|
|
10,743
|
|
—
|
|
9,267
|
|
||||
2015 Adjusted Results
|
$
|
357,519
|
|
$
|
50,514
|
|
$
|
280,134
|
|
$
|
5,684
|
|
2015 Adjusted Operating Margin
|
|
14.1
|
%
|
|
2.0
|
%
|
THREE MONTHS ENDED JUNE 30, 2014 - (UNAUDITED)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
||||||||||||
(in thousands, except percents)
|
Sales
|
Gross Profit
|
Operating Expense
|
Operating Income
|
Net Income
(2)
|
Diluted EPS
|
||||||||||||
2014 Reported Results
|
$
|
772,204
|
|
$
|
252,840
|
|
$
|
154,785
|
|
$
|
78,057
|
|
$
|
45,455
|
|
$
|
0.57
|
|
2014 Reported Margins
|
|
32.7
|
%
|
20.0
|
%
|
10.1
|
%
|
|
|
|||||||||
Acquisition-related charges
|
—
|
|
1,041
|
|
(2,355
|
)
|
3,396
|
|
1,914
|
|
0.03
|
|
||||||
Restructuring and related charges
|
—
|
|
1,341
|
|
(58
|
)
|
13,994
|
|
13,874
|
|
0.17
|
|
||||||
Loss on divestiture
|
—
|
|
—
|
|
—
|
|
—
|
|
1,607
|
|
0.02
|
|
||||||
2014 Adjusted Results
|
$
|
772,204
|
|
$
|
255,222
|
|
$
|
152,372
|
|
$
|
95,447
|
|
$
|
62,850
|
|
$
|
0.79
|
|
2014 Adjusted Margins
|
|
33.1
|
%
|
19.7
|
%
|
12.4
|
%
|
|
|
(in thousands, except percents)
|
Industrial Sales
|
Industrial Operating Income
|
Infrastructure Sales
|
Infrastructure Operating Income
|
||||||||
2014 Reported Results
|
$
|
415,529
|
|
$
|
52,598
|
|
$
|
356,675
|
|
$
|
26,636
|
|
2014 Reported Operating Margin
|
|
12.7
|
%
|
|
7.5
|
%
|
||||||
Acquisition-related charges
|
—
|
|
1,327
|
|
—
|
|
2,069
|
|
||||
Restructuring and related charges
|
—
|
|
10,516
|
|
—
|
|
3,478
|
|
||||
2014 Adjusted Results
|
$
|
415,529
|
|
$
|
64,441
|
|
$
|
356,675
|
|
$
|
32,183
|
|
2014 Adjusted Operating Margin
|
|
15.5
|
%
|
|
9.0
|
%
|
TWELVE MONTHS ENDED JUNE 30, 2015 - (UNAUDITED)
|
|
|
||||||||||
|
|
|
|
|
||||||||
(in thousands, except percents)
|
Sales
|
Operating (Loss) Income
|
Net (Loss) Income
(2)
|
Diluted (LPS) EPS
|
||||||||
2015 Reported Results
|
$
|
2,647,195
|
|
$
|
(357,823
|
)
|
$
|
(373,896
|
)
|
$
|
(4.71
|
)
|
2015 Reported Operating Margin
|
|
(13.5
|
)%
|
|
|
|||||||
Restructuring and related charges
|
—
|
|
58,102
|
|
44,197
|
|
0.56
|
|
||||
Technology asset impairment charge
|
—
|
|
5,500
|
|
3,377
|
|
0.04
|
|
||||
Goodwill and other intangible asset impairment charges
|
—
|
|
536,200
|
|
483,386
|
|
6.09
|
|
||||
Tax redeployment expense
|
—
|
|
—
|
|
2,945
|
|
0.04
|
|
||||
2015 Adjusted Results
|
$
|
2,647,195
|
|
$
|
241,979
|
|
$
|
160,009
|
|
$
|
2.02
|
|
2015 Adjusted Operating Margin
|
|
9.1
|
%
|
|
|
TWELVE MONTHS ENDED JUNE 30, 2014 - (UNAUDITED)
|
|
|
||||||||||
|
|
|
|
|
||||||||
(in thousands, except percents)
|
Sales
|
Operating Income
|
Net Income
(2)
|
Diluted EPS
|
||||||||
2014 Reported Results
|
$
|
2,837,190
|
|
$
|
263,432
|
|
$
|
158,366
|
|
$
|
1.99
|
|
2014 Reported Operating Margin
|
|
9.3
|
%
|
|
|
|||||||
TMB inventory step-up
|
—
|
|
15,420
|
|
11,518
|
|
0.14
|
|
||||
Acquisition-related charges
|
—
|
|
8,674
|
|
5,648
|
|
0.07
|
|
||||
Restructuring and related charges
|
—
|
|
19,085
|
|
17,356
|
|
0.22
|
|
||||
Tax repatriation expense
|
—
|
|
—
|
|
7,170
|
|
0.09
|
|
||||
Loss on divestiture
|
—
|
|
—
|
|
1,607
|
|
0.02
|
|
||||
2014 Adjusted Results
|
$
|
2,837,190
|
|
$
|
306,611
|
|
$
|
201,665
|
|
$
|
2.53
|
|
2014 Adjusted Operating Margin
|
|
10.8
|
%
|
|
|
FREE OPERATING CASH FLOW (UNAUDITED)
|
|
Twelve Months Ended
|
||||||
|
|
June 30,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net cash flow from operating activities
|
|
$
|
351,437
|
|
|
$
|
271,873
|
|
Purchases of property, plant and equipment
|
|
(100,939
|
)
|
|
(117,376
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
|
16,122
|
|
|
1,236
|
|
||
Free operating cash flow
|
|
$
|
266,620
|
|
|
$
|
155,733
|
|