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Pennsylvania
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25-0900168
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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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600 Grant Street
Suite 5100
Pittsburgh, Pennsylvania
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15219-2706
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [X]
|
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
|
Smaller reporting company [ ]
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Title of Each Class
|
|
Outstanding at October 31, 2016
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Capital Stock, par value $1.25 per share
|
|
79,933,935
|
|
Item No.
|
Page No.
|
|
|
|
|
|
|
|
1.
|
|
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||
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|
|
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2.
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3.
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4.
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||
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2.
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6.
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||
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Three Months Ended September 30,
|
||||||
(in thousands, except per share amounts)
|
2016
|
|
2015
|
||||
Sales
|
$
|
477,140
|
|
|
$
|
555,354
|
|
Cost of goods sold
|
333,610
|
|
|
404,130
|
|
||
Gross profit
|
143,530
|
|
|
151,224
|
|
||
Operating expense
|
119,865
|
|
|
129,243
|
|
||
Restructuring charges (Note 7)
|
28,605
|
|
|
9,120
|
|
||
Amortization of intangibles
|
4,271
|
|
|
6,247
|
|
||
Operating (loss) income
|
(9,211
|
)
|
|
6,614
|
|
||
Interest expense
|
6,993
|
|
|
6,979
|
|
||
Other expense, net
|
118
|
|
|
1,087
|
|
||
Loss before income taxes
|
(16,322
|
)
|
|
(1,452
|
)
|
||
Provision for income taxes
|
4,879
|
|
|
4,252
|
|
||
Net loss
|
(21,201
|
)
|
|
(5,704
|
)
|
||
Less: Net income attributable to noncontrolling interests
|
455
|
|
|
522
|
|
||
Net loss attributable to Kennametal
|
$
|
(21,656
|
)
|
|
$
|
(6,226
|
)
|
PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREHOLDERS
|
|||||||
Basic loss per share
|
$
|
(0.27
|
)
|
|
$
|
(0.08
|
)
|
Diluted loss per share
|
$
|
(0.27
|
)
|
|
$
|
(0.08
|
)
|
Dividends per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Basic weighted average shares outstanding
|
80,054
|
|
|
79,728
|
|
||
Diluted weighted average shares outstanding
|
80,054
|
|
|
79,728
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Net loss
|
$
|
(21,201
|
)
|
|
$
|
(5,704
|
)
|
Other comprehensive loss, net of tax
|
|
|
|
||||
Unrealized (loss) gain on derivatives designated and qualified as cash flow hedges
|
(126
|
)
|
|
525
|
|
||
Reclassification of unrealized loss (gain) on expired derivatives designated and qualified as cash flow hedges
|
387
|
|
|
(1,766
|
)
|
||
Unrecognized net pension and other postretirement benefit gain
|
630
|
|
|
999
|
|
||
Reclassification of net pension and other postretirement benefit loss
|
1,834
|
|
|
1,219
|
|
||
Foreign currency translation adjustments
|
1,164
|
|
|
(18,849
|
)
|
||
Total other comprehensive income (loss), net of tax
|
3,889
|
|
|
(17,872
|
)
|
||
Total comprehensive loss
|
(17,312
|
)
|
|
(23,576
|
)
|
||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
870
|
|
|
(17
|
)
|
||
Comprehensive loss attributable to Kennametal Shareholders
|
$
|
(18,182
|
)
|
|
$
|
(23,559
|
)
|
|
|
|
|
|
(in thousands, except per share data)
|
September 30,
2016 |
|
June 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
119,411
|
|
|
$
|
161,579
|
|
Accounts receivable, less allowance for doubtful accounts of $12,743 and $12,724, respectively
|
348,470
|
|
|
370,916
|
|
||
Inventories (Note 10)
|
459,296
|
|
|
458,830
|
|
||
Deferred income taxes (Note 3)
|
—
|
|
|
26,713
|
|
||
Other current assets
|
64,660
|
|
|
57,303
|
|
||
Total current assets
|
991,837
|
|
|
1,075,341
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and buildings
|
356,765
|
|
|
353,789
|
|
||
Machinery and equipment
|
1,533,220
|
|
|
1,511,462
|
|
||
Less accumulated depreciation
|
(1,154,537
|
)
|
|
(1,134,611
|
)
|
||
Property, plant and equipment, net
|
735,448
|
|
|
730,640
|
|
||
Other assets:
|
|
|
|
||||
Investments in affiliated companies
|
2
|
|
|
2
|
|
||
Goodwill (Note 17)
|
298,718
|
|
|
298,487
|
|
||
Other intangible assets, less accumulated amortization of $117,186 and $114,093, respectively (Note 17)
|
202,871
|
|
|
207,208
|
|
||
Deferred income taxes (Note 3)
|
35,862
|
|
|
14,459
|
|
||
Other
|
42,695
|
|
|
36,646
|
|
||
Total other assets
|
580,148
|
|
|
556,802
|
|
||
Total assets
|
$
|
2,307,433
|
|
|
$
|
2,362,783
|
|
LIABILITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt and capital leases
|
$
|
374
|
|
|
$
|
732
|
|
Notes payable to banks
|
1,007
|
|
|
1,163
|
|
||
Accounts payable
|
176,004
|
|
|
182,039
|
|
||
Accrued income taxes
|
17,504
|
|
|
16,602
|
|
||
Accrued expenses
|
61,237
|
|
|
74,470
|
|
||
Other current liabilities
|
146,448
|
|
|
152,269
|
|
||
Total current liabilities
|
402,574
|
|
|
427,275
|
|
||
Long-term debt and capital leases, less current maturities (Notes 3 and 11)
|
694,027
|
|
|
693,548
|
|
||
Deferred income taxes
|
13,280
|
|
|
17,126
|
|
||
Accrued pension and postretirement benefits
|
200,998
|
|
|
201,473
|
|
||
Accrued income taxes
|
2,342
|
|
|
3,100
|
|
||
Other liabilities
|
24,804
|
|
|
24,460
|
|
||
Total liabilities
|
1,338,025
|
|
|
1,366,982
|
|
||
EQUITY (Note 15)
|
|
|
|
||||
Kennametal Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, no par value; 5,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Capital stock, $1.25 par value; 120,000 shares authorized; 79,927 and 79,694
shares issued, respectively
|
99,908
|
|
|
99,618
|
|
||
Additional paid-in capital
|
443,226
|
|
|
436,617
|
|
||
Retained earnings
|
742,961
|
|
|
780,597
|
|
||
Accumulated other comprehensive loss
|
(349,035
|
)
|
|
(352,509
|
)
|
||
Total Kennametal Shareholders’ Equity
|
937,060
|
|
|
964,323
|
|
||
Noncontrolling interests
|
32,348
|
|
|
31,478
|
|
||
Total equity
|
969,408
|
|
|
995,801
|
|
||
Total liabilities and equity
|
$
|
2,307,433
|
|
|
$
|
2,362,783
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(21,201
|
)
|
|
$
|
(5,704
|
)
|
Adjustments for non-cash items:
|
|
|
|
||||
Depreciation
|
23,167
|
|
|
25,312
|
|
||
Amortization
|
4,271
|
|
|
6,247
|
|
||
Stock-based compensation expense
|
9,088
|
|
|
7,016
|
|
||
Restructuring charges (Note 7)
|
(77
|
)
|
|
3,049
|
|
||
Deferred income tax provision
|
456
|
|
|
14,381
|
|
||
Other
|
(1,312
|
)
|
|
7,141
|
|
||
Changes in certain assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
23,111
|
|
|
35,481
|
|
||
Inventories
|
838
|
|
|
20,288
|
|
||
Accounts payable and accrued liabilities
|
(3,836
|
)
|
|
(27,813
|
)
|
||
Accrued income taxes
|
(521
|
)
|
|
(28,597
|
)
|
||
Accrued pension and postretirement benefits
|
(5,644
|
)
|
|
(11,416
|
)
|
||
Other
|
(6,480
|
)
|
|
(6,678
|
)
|
||
Net cash flow provided by operating activities
|
21,860
|
|
|
38,707
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property, plant and equipment
|
(42,264
|
)
|
|
(37,217
|
)
|
||
Disposals of property, plant and equipment
|
1,138
|
|
|
1,933
|
|
||
Other
|
159
|
|
|
(72
|
)
|
||
Net cash flow used for investing activities
|
(40,967
|
)
|
|
(35,356
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net (decrease) increase in notes payable
|
(128
|
)
|
|
386
|
|
||
Net increase in short-term revolving and other lines of credit
|
—
|
|
|
9,600
|
|
||
Term debt borrowings
|
—
|
|
|
16,618
|
|
||
Term debt repayments
|
(244
|
)
|
|
(27,337
|
)
|
||
Purchase of capital stock
|
(63
|
)
|
|
(80
|
)
|
||
Dividend reinvestment and the effect of employee benefit and stock plans
|
(433
|
)
|
|
401
|
|
||
Cash dividends paid to Shareholders
|
(15,980
|
)
|
|
(15,915
|
)
|
||
Other
|
(6,576
|
)
|
|
4,075
|
|
||
Net cash flow used for financing activities
|
(23,424
|
)
|
|
(12,252
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
363
|
|
|
606
|
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(42,168
|
)
|
|
(8,295
|
)
|
||
Cash and cash equivalents, beginning of period
|
161,579
|
|
|
105,494
|
|
||
Cash and cash equivalents, end of period
|
$
|
119,411
|
|
|
$
|
97,199
|
|
4.
|
SUPPLEMENTAL CASH FLOW DISCLOSURES
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
6,935
|
|
|
$
|
6,832
|
|
Income taxes
|
4,943
|
|
|
19,838
|
|
||
Supplemental disclosure of non-cash information:
|
|
|
|
||||
Changes in accounts payable related to purchases of property, plant and equipment
|
15,404
|
|
|
16,400
|
|
(in thousands)
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
—
|
|
|
$
|
394
|
|
Total assets at fair value
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
—
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
—
|
|
|
$
|
518
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
—
|
|
|
$
|
518
|
|
(in thousands)
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
$
|
334
|
|
Total assets at fair value
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
—
|
|
|
$
|
763
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
6,600
|
|
|
6,600
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
6,600
|
|
|
$
|
7,363
|
|
6.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
(in thousands)
|
September 30,
2016 |
|
June 30,
2016 |
||||
Derivatives designated as hedging instruments
|
|
|
|
||||
Other current assets - range forward contracts
|
$
|
239
|
|
|
$
|
323
|
|
Other current liabilities - range forward contracts
|
(5
|
)
|
|
—
|
|
||
Other assets - range forward contracts
|
35
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
269
|
|
|
323
|
|
||
Derivatives not designated as hedging instruments
|
|
|
|
||||
Other current assets - currency forward contracts
|
120
|
|
|
11
|
|
||
Other current liabilities - currency forward contracts
|
(513
|
)
|
|
(763
|
)
|
||
Total derivatives not designated as hedging instruments
|
(393
|
)
|
|
(752
|
)
|
||
Total derivatives
|
$
|
(124
|
)
|
|
$
|
(429
|
)
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Other expense, net - currency forward contracts
|
$
|
(318
|
)
|
|
$
|
(17
|
)
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
(Losses) gains recognized in other comprehensive loss, net
|
$
|
(125
|
)
|
|
$
|
516
|
|
Losses (gains) reclassified from accumulated other comprehensive loss into other expense, net
|
$
|
386
|
|
|
$
|
(1,458
|
)
|
7.
|
RESTRUCTURING AND RELATED CHARGES
|
(in thousands)
|
June 30, 2016
|
|
Expense
|
|
Asset Write-Down
|
|
Translation
|
|
Cash Expenditures
|
|
September 30, 2016
|
||||||||||||
Industrial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
$
|
8,180
|
|
|
$
|
16,994
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
(10,904
|
)
|
|
$
|
14,306
|
|
Facilities
|
—
|
|
|
105
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
809
|
|
|
(78
|
)
|
|
—
|
|
|
(3
|
)
|
|
(355
|
)
|
|
373
|
|
||||||
Total Industrial
|
$
|
8,989
|
|
|
$
|
17,021
|
|
|
$
|
(105
|
)
|
|
$
|
33
|
|
|
$
|
(11,259
|
)
|
|
$
|
14,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
WIDIA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
$
|
909
|
|
|
$
|
2,880
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(1,848
|
)
|
|
$
|
1,947
|
|
Facilities
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
90
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
17
|
|
||||||
Total WIDIA
|
999
|
|
|
2,876
|
|
|
(9
|
)
|
|
6
|
|
|
(1,908
|
)
|
|
1,964
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
$
|
5,301
|
|
|
$
|
8,929
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
(5,729
|
)
|
|
$
|
8,520
|
|
Facilities
|
33
|
|
|
(191
|
)
|
|
191
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Other
|
381
|
|
|
(41
|
)
|
|
—
|
|
|
(1
|
)
|
|
(187
|
)
|
|
152
|
|
||||||
Total Infrastructure
|
$
|
5,715
|
|
|
$
|
8,697
|
|
|
$
|
191
|
|
|
$
|
18
|
|
|
$
|
(5,916
|
)
|
|
$
|
8,705
|
|
Total
|
$
|
15,703
|
|
|
$
|
28,594
|
|
|
$
|
77
|
|
|
$
|
57
|
|
|
$
|
(19,083
|
)
|
|
$
|
25,348
|
|
8.
|
STOCK-BASED COMPENSATION
|
Risk-free interest rate
|
|
1.4
|
%
|
Expected life (years)
(2)
|
|
4.5
|
|
Expected volatility
(3)
|
|
31.0
|
%
|
Expected dividend yield
|
|
2.0
|
%
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average Remaining Life (years)
|
|
Aggregate
Intrinsic value
(in thousands)
|
|||||
Options outstanding, June 30, 2016
|
2,547,809
|
|
|
$
|
33.72
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(8,359
|
)
|
|
22.83
|
|
|
|
|
|
|||
Lapsed or forfeited
|
(90,230
|
)
|
|
28.36
|
|
|
|
|
|
|||
Options outstanding, September 30, 2016
|
2,449,220
|
|
|
$
|
33.95
|
|
|
4.6
|
|
$
|
3,431
|
|
Options vested and expected to vest, September 30, 2016
|
2,413,580
|
|
|
$
|
34.02
|
|
|
4.6
|
|
$
|
3,348
|
|
Options exercisable, September 30, 2016
|
1,826,158
|
|
|
$
|
35.84
|
|
|
3.2
|
|
$
|
1,245
|
|
|
Performance Vesting Stock Units
|
|
Performance Vesting Weighted Average Fair Value
|
|
Time Vesting
Stock Units
|
|
Time Vesting Weighted Average Fair Value
|
||||||
Unvested performance vesting and time vesting restricted stock units, June 30, 2016
|
115,467
|
|
|
$
|
36.96
|
|
|
1,014,744
|
|
|
$
|
31.97
|
|
Granted
|
235,241
|
|
|
26.35
|
|
|
582,219
|
|
|
24.98
|
|
||
Vested
|
(16,084
|
)
|
|
45.24
|
|
|
(276,114
|
)
|
|
36.76
|
|
||
Performance metric not achieved
|
(35,980
|
)
|
|
26.35
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(27,830
|
)
|
|
28.46
|
|
||
Unvested performance vesting and time vesting restricted stock units, September 30, 2016
|
298,644
|
|
|
$
|
28.13
|
|
|
1,293,019
|
|
|
$
|
27.87
|
|
9.
|
BENEFIT PLANS
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Service cost
|
$
|
733
|
|
|
$
|
1,163
|
|
Interest cost
|
7,809
|
|
|
9,485
|
|
||
Expected return on plan assets
|
(14,757
|
)
|
|
(14,709
|
)
|
||
Amortization of transition obligation
|
23
|
|
|
21
|
|
||
Amortization of prior service credit
|
(113
|
)
|
|
(104
|
)
|
||
Recognition of actuarial losses
|
2,112
|
|
|
1,833
|
|
||
Special termination benefit charge
|
—
|
|
|
54
|
|
||
Net periodic pension income
|
$
|
(4,193
|
)
|
|
$
|
(2,257
|
)
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Interest cost
|
$
|
168
|
|
|
$
|
210
|
|
Amortization of prior service credit
|
(6
|
)
|
|
(6
|
)
|
||
Recognition of actuarial loss
|
89
|
|
|
81
|
|
||
Net periodic other postretirement benefit cost
|
$
|
251
|
|
|
$
|
285
|
|
10.
|
INVENTORIES
|
(in thousands)
|
September 30, 2016
|
|
June 30, 2016
|
||||
Finished goods
|
$
|
290,530
|
|
|
$
|
284,054
|
|
Work in process and powder blends
|
153,944
|
|
|
166,274
|
|
||
Raw materials
|
72,623
|
|
|
68,472
|
|
||
Inventories at current cost
|
517,097
|
|
|
518,800
|
|
||
Less: LIFO valuation
|
(57,801
|
)
|
|
(59,970
|
)
|
||
Total inventories
|
$
|
459,296
|
|
|
$
|
458,830
|
|
11.
|
LONG-TERM DEBT
|
13.
|
INCOME TAXES
|
14.
|
EARNINGS PER SHARE
|
15.
|
EQUITY
|
|
Kennametal Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||
(in thousands)
|
Capital
stock |
|
Additional
paid-in capital |
|
Retained
earnings |
|
Accumulated
other comprehensive loss |
|
Non-
controlling interests |
|
Total equity
|
||||||||||||
Balance as of June 30, 2016
|
$
|
99,618
|
|
|
$
|
436,617
|
|
|
$
|
780,597
|
|
|
$
|
(352,509
|
)
|
|
$
|
31,478
|
|
|
$
|
995,801
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
(21,656
|
)
|
|
—
|
|
|
455
|
|
|
(21,201
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,474
|
|
|
415
|
|
|
3,889
|
|
||||||
Dividend reinvestment
|
3
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||||
Capital stock issued under employee benefit and stock plans
|
290
|
|
|
6,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,899
|
|
||||||
Purchase of capital stock
|
(3
|
)
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
(15,980
|
)
|
|
—
|
|
|
—
|
|
|
(15,980
|
)
|
||||||
Balance as of September 30, 2016
|
$
|
99,908
|
|
|
$
|
443,226
|
|
|
$
|
742,961
|
|
|
$
|
(349,035
|
)
|
|
$
|
32,348
|
|
|
$
|
969,408
|
|
|
Kennametal Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||
(in thousands)
|
Capital
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated
other comprehensive loss |
|
Non-
controlling
interests
|
|
Total equity
|
||||||||||||
Balance as of June 30, 2015
|
$
|
99,219
|
|
|
$
|
419,829
|
|
|
$
|
1,070,282
|
|
|
$
|
(243,523
|
)
|
|
$
|
29,628
|
|
|
$
|
1,375,435
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
(6,226
|
)
|
|
—
|
|
|
522
|
|
|
(5,704
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,333
|
)
|
|
(539
|
)
|
|
(17,872
|
)
|
||||||
Dividend reinvestment
|
4
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||||
Capital stock issued under employee benefit and stock plans
|
289
|
|
|
2,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,145
|
|
||||||
Purchase of capital stock
|
(4
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
(15,915
|
)
|
|
—
|
|
|
—
|
|
|
(15,915
|
)
|
||||||
Balance as of September 30, 2015
|
$
|
99,508
|
|
|
$
|
422,685
|
|
|
$
|
1,048,141
|
|
|
$
|
(260,856
|
)
|
|
$
|
29,611
|
|
|
$
|
1,339,089
|
|
16.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
Attributable to Kennametal:
|
Postretirement benefit plans
|
Currency translation adjustment
|
Derivatives
|
Total
|
||||||||
Balance, June 30, 2016
|
$
|
(212,163
|
)
|
$
|
(131,212
|
)
|
$
|
(9,134
|
)
|
$
|
(352,509
|
)
|
Other comprehensive income (loss) before reclassifications
|
630
|
|
749
|
|
(126
|
)
|
1,253
|
|
||||
Amounts reclassified from AOCL
|
1,834
|
|
—
|
|
387
|
|
2,221
|
|
||||
Net current period other comprehensive
income
|
2,464
|
|
749
|
|
261
|
|
3,474
|
|
||||
AOCL, September 30, 2016
|
$
|
(209,699
|
)
|
$
|
(130,463
|
)
|
$
|
(8,873
|
)
|
$
|
(349,035
|
)
|
|
|
|
|
|
||||||||
Attributable to noncontrolling interests:
|
|
|
|
|
||||||||
Balance, June 30, 2016
|
$
|
—
|
|
$
|
(3,446
|
)
|
$
|
—
|
|
$
|
(3,446
|
)
|
Other comprehensive income before
reclassifications
|
—
|
|
415
|
|
—
|
|
415
|
|
||||
Net current period other comprehensive
income
|
—
|
|
415
|
|
—
|
|
415
|
|
||||
AOCL, September 30, 2016
|
$
|
—
|
|
$
|
(3,031
|
)
|
$
|
—
|
|
$
|
(3,031
|
)
|
Attributable to Kennametal:
|
Postretirement benefit plans
|
Currency translation adjustment
|
Derivatives
|
Total
|
||||||||
Balance, June 30, 2015
|
$
|
(138,793
|
)
|
$
|
(97,309
|
)
|
$
|
(7,421
|
)
|
$
|
(243,523
|
)
|
Other comprehensive income (loss) before reclassifications
|
999
|
|
(18,310
|
)
|
525
|
|
(16,786
|
)
|
||||
Amounts reclassified from AOCL
|
1,219
|
|
—
|
|
(1,766
|
)
|
(547
|
)
|
||||
Net current period other comprehensive
income (loss)
|
2,218
|
|
(18,310
|
)
|
(1,241
|
)
|
(17,333
|
)
|
||||
AOCL, September 30, 2015
|
$
|
(136,575
|
)
|
$
|
(115,619
|
)
|
$
|
(8,662
|
)
|
$
|
(260,856
|
)
|
|
|
|
|
|
||||||||
Attributable to noncontrolling interests:
|
|
|
|
|
||||||||
Balance, June, 2015
|
$
|
—
|
|
$
|
(2,258
|
)
|
$
|
—
|
|
$
|
(2,258
|
)
|
Other comprehensive loss before
reclassifications
|
—
|
|
(539
|
)
|
—
|
|
(539
|
)
|
||||
Net current period other comprehensive
loss
|
—
|
|
(539
|
)
|
—
|
|
(539
|
)
|
||||
AOCL, September 30, 2015
|
$
|
—
|
|
$
|
(2,797
|
)
|
$
|
—
|
|
$
|
(2,797
|
)
|
|
Three Months Ended September 30,
|
|
|
||||||
Details about AOCL components
|
2016
|
|
2015
|
|
Affected line item in the Income Statement
|
||||
Gains and losses on cash flow hedges:
|
|
|
|
|
|
||||
Forward starting interest rate swaps
|
$
|
545
|
|
|
$
|
525
|
|
|
Interest expense
|
Currency exchange contracts
|
(158
|
)
|
|
(3,373
|
)
|
|
Other expense, net
|
||
Total before tax
|
387
|
|
|
(2,848
|
)
|
|
|
||
Tax expense
|
—
|
|
|
1,082
|
|
|
Provision for income taxes
|
||
Net of tax
|
$
|
387
|
|
|
$
|
(1,766
|
)
|
|
|
|
|
|
|
|
|
||||
Postretirement benefit plans:
|
|
|
|
|
|
||||
Amortization of transition obligations
|
$
|
23
|
|
|
$
|
21
|
|
|
See note 9 for further details
|
Amortization of prior service credit
|
(119
|
)
|
|
(110
|
)
|
|
See note 9 for further details
|
||
Recognition of actuarial losses
|
2,201
|
|
|
1,914
|
|
|
See note 9 for further details
|
||
Total before tax
|
2,105
|
|
|
1,825
|
|
|
|
||
Tax benefit
|
(271
|
)
|
|
(606
|
)
|
|
Provision for income taxes
|
||
Net of tax
|
$
|
1,834
|
|
|
$
|
1,219
|
|
|
|
|
|
2016
|
|
|
|
|
2015
|
|
||||||||||||
(in thousands)
|
Pre-tax
|
Tax impact
|
Net of tax
|
|
|
Pre-tax
|
Tax impact
|
Net of tax
|
||||||||||||
Unrealized (loss) gain on derivatives designated and qualified as cash flow hedges
|
$
|
(126
|
)
|
$
|
—
|
|
$
|
(126
|
)
|
|
|
$
|
847
|
|
$
|
(322
|
)
|
$
|
525
|
|
Reclassification of unrealized loss (gain) on expired derivatives designated and qualified as cash flow hedges
|
387
|
|
—
|
|
387
|
|
|
|
(2,848
|
)
|
1,082
|
|
(1,766
|
)
|
||||||
Unrecognized net pension and other postretirement benefit gain
|
716
|
|
(86
|
)
|
630
|
|
|
|
1,267
|
|
(268
|
)
|
999
|
|
||||||
Reclassification of net pension and other postretirement benefit loss
|
2,105
|
|
(271
|
)
|
1,834
|
|
|
|
1,825
|
|
(606
|
)
|
1,219
|
|
||||||
Foreign currency translation adjustments
|
1,164
|
|
—
|
|
1,164
|
|
|
|
(18,905
|
)
|
56
|
|
(18,849
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
4,246
|
|
$
|
(357
|
)
|
$
|
3,889
|
|
|
|
$
|
(17,814
|
)
|
$
|
(58
|
)
|
$
|
(17,872
|
)
|
17.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
(in thousands)
|
Industrial
|
|
WIDIA
|
|
Infrastructure
|
|
Total
|
||||||||
Gross goodwill
|
$
|
408,705
|
|
|
$
|
40,624
|
|
|
$
|
633,211
|
|
|
$
|
1,082,540
|
|
Accumulated impairment losses
|
(137,204
|
)
|
|
(13,638
|
)
|
|
(633,211
|
)
|
|
(784,053
|
)
|
||||
Balance as of June 30, 2016
|
$
|
271,501
|
|
|
$
|
26,986
|
|
|
$
|
—
|
|
|
$
|
298,487
|
|
|
|
|
|
|
|
|
|
||||||||
Activity for the three months ended September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Change in gross goodwill due to translation
|
210
|
|
|
21
|
|
|
—
|
|
|
231
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
408,915
|
|
|
40,645
|
|
|
633,211
|
|
|
1,082,771
|
|
||||
Accumulated impairment losses
|
(137,204
|
)
|
|
(13,638
|
)
|
|
(633,211
|
)
|
|
(784,053
|
)
|
||||
Balance as of September 30, 2016
|
$
|
271,711
|
|
|
$
|
27,007
|
|
|
$
|
—
|
|
|
$
|
298,718
|
|
|
Estimated
Useful Life
(in years)
|
|
September 30, 2016
|
June 30, 2016
|
||||||||||||||
(in thousands)
|
|
Gross Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
|
Gross Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|||||
Contract-based
|
3 to 15
|
|
$
|
7,063
|
|
|
$
|
(6,948
|
)
|
|
|
$
|
7,152
|
|
|
$
|
(6,886
|
)
|
Technology-based and other
|
4 to 20
|
|
46,506
|
|
|
(27,253
|
)
|
|
|
47,323
|
|
|
(27,011
|
)
|
||||
Customer-related
|
10 to 21
|
|
205,377
|
|
|
(70,120
|
)
|
|
|
205,471
|
|
|
(66,938
|
)
|
||||
Unpatented technology
|
10 to 30
|
|
31,820
|
|
|
(4,867
|
)
|
|
|
31,837
|
|
|
(4,614
|
)
|
||||
Trademarks
|
5 to 20
|
|
12,357
|
|
|
(7,998
|
)
|
|
|
12,668
|
|
|
(8,644
|
)
|
||||
Trademarks
|
Indefinite
|
|
16,934
|
|
|
—
|
|
|
|
16,850
|
|
|
—
|
|
||||
Total
|
|
|
$
|
320,057
|
|
|
$
|
(117,186
|
)
|
|
|
$
|
321,301
|
|
|
$
|
(114,093
|
)
|
18.
|
SEGMENT DATA
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales:
|
|
|
|
||||
Industrial
(4)
|
$
|
269,043
|
|
|
$
|
270,191
|
|
WIDIA
(4)
|
41,015
|
|
|
43,142
|
|
||
Infrastructure
|
167,082
|
|
|
242,021
|
|
||
Total sales
|
$
|
477,140
|
|
|
$
|
555,354
|
|
Operating (loss) income:
|
|
|
|
||||
Industrial
(4)
|
$
|
5,556
|
|
|
$
|
21,459
|
|
WIDIA
(4)
|
(5,756
|
)
|
|
(1,709
|
)
|
||
Infrastructure
|
(7,587
|
)
|
|
(8,428
|
)
|
||
Corporate
|
(1,424
|
)
|
|
(4,708
|
)
|
||
Total operating (loss) income
|
(9,211
|
)
|
|
6,614
|
|
||
Interest expense
|
6,993
|
|
|
6,979
|
|
||
Other expense, net
|
118
|
|
|
1,087
|
|
||
Loss from continuing operations before income taxes
|
$
|
(16,322
|
)
|
|
$
|
(1,452
|
)
|
(in thousands)
|
September 30, 2016
|
|
June 30, 2016
|
||||
Industrial
(4)
|
$
|
1,086,170
|
|
|
$
|
1,019,887
|
|
WIDIA
(4)
|
193,576
|
|
|
195,339
|
|
||
Infrastructure
|
764,546
|
|
|
849,447
|
|
||
Corporate
|
263,141
|
|
|
298,110
|
|
||
Total assets
|
$
|
2,307,433
|
|
|
$
|
2,362,783
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales
|
$
|
269,043
|
|
|
$
|
270,191
|
|
Operating income
|
5,556
|
|
|
21,459
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales
|
$
|
41,015
|
|
|
$
|
43,142
|
|
Operating loss
|
(5,756
|
)
|
|
(1,709
|
)
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales
|
$
|
167,082
|
|
|
$
|
242,021
|
|
Operating loss
|
(7,587
|
)
|
|
(8,428
|
)
|
|
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Corporate unallocated expense
|
$
|
(1,424
|
)
|
|
$
|
(4,708
|
)
|
|
|
|
|
|
|
|
|
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. CONTROLS AND PROCEDURES
|
ITEM 1. LEGAL PROCEEDINGS
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of
Shares Purchased
(1)
|
|
|
Average Price
Paid per Share
|
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
(2)
|
|
|
July 1 through July 31, 2016
|
1,188
|
|
|
$
|
22.26
|
|
|
—
|
|
|
10,100,100
|
|
August 1 through August 31, 2016
|
63,056
|
|
|
25.09
|
|
|
—
|
|
|
10,100,100
|
|
|
September 1 through September 30, 2016
|
4,821
|
|
|
27.78
|
|
|
—
|
|
|
10,100,100
|
|
|
Total
|
69,065
|
|
|
$
|
25.23
|
|
|
—
|
|
|
|
(1)
|
During the current period, 2,213 shares were purchased on the open market on behalf of Kennametal to fund the Company’s dividend reinvestment program. Also, during the current period employees delivered 66,852 shares of restricted stock to Kennametal, upon vesting, to satisfy tax withholding requirements.
|
(2)
|
On July 25, 2013, the Company publicly announced an amended repurchase program for up to 17 million shares of its outstanding capital stock outside of the Company's dividend reinvestment program.
|
ITEM 6. EXHIBITS
|
(10)
|
|
Material Contracts
|
|
|
(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))
|
|
Filed herewith.
|
(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))
|
|
Filed herewith.
|
(10.3)
|
|
Kennametal Inc. 2016 Stock and Incentive Plan
|
|
Appendix C of the 2016 Proxy Statement filed September 13, 2016 (File No. 001-05318) is incorporated herein by reference.
|
(10.4)
|
|
Form of Kennametal Inc. Restricted Unit Award (granted under the Kennametal Inc. 2016 Stock and Incentive Plan)
|
|
Filed herewith.
|
(10.5)
|
|
Form of Kennametal Inc. Cash Settled Share-Based Award for China-based Employees (granted under the Kennametal Inc. 2016 Stock and Incentive Plan)
|
|
Filed herewith.
|
(31)
|
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
(31.1)
|
|
Certification executed by Ronald M. De Feo, President and Chief Executive Officer of Kennametal Inc.
|
|
Filed herewith.
|
(31.2)
|
|
Certification executed by Jan Kees van Gaalen, Vice President and Chief Financial Officer of Kennametal Inc.
|
|
Filed herewith.
|
(32)
|
|
Section 1350 Certifications
|
|
|
(32.1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Ronald M. De Feo, President and Chief Executive Officer of Kennametal Inc., and Jan Kees van Gaalen, Vice President and Chief Financial Officer of Kennametal Inc.
|
|
Filed herewith.
|
(101)
|
|
XBRL
|
|
|
(101.INS)
|
|
XBRL Instance Document
|
|
Filed herewith.
|
(101.SCH)
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith.
|
(101.CAL)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith.
|
(101.DEF)
|
|
XBRL Taxonomy Definition Linkbase
|
|
Filed herewith.
|
(101.LAB)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith.
|
(101.PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith.
|
|
KENNAMETAL INC.
|
|||
|
||||
Date:
|
November 7, 2016
|
By:
|
|
/s/ Martha Fusco
|
|
Martha Fusco
Vice President Finance and Corporate Controller
|
|
ROIC
|
Payout Multiple
|
||
|
FY17
|
FY18
|
FY19
|
Range
|
Maximum
|
10.6%
|
13.4%
|
16.2%
|
150%
|
Target
|
7.6%
|
9.6%
|
11.6%
|
100%
|
Threshold
|
5.3%
|
6.7%
|
8.1%
|
50%
|
If the Company’s TSR rank
against the Peer Group is:
|
Relative TSR Vesting Multiple
(% of ROIC Earned Stock Units)
|
at the 25th percentile (Threshold)
|
80%
|
at the 50th percentile (Target)
|
100%
|
at the 75th percentile or more (Maximum)
|
120%
|
●
|
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
|
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
|
Curtiss-Wright Corporation
|
NYSE: CW
|
Donaldson Company, Inc.
|
NYSE: DCI
|
EMCOR Group Inc.
|
NYSE: EME
|
Esterline Technologies Corp.
|
NYSE: ESL
|
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
|
Joy Global, Inc.
|
NYSE: JOY
|
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
|
Teledyne Technologies Inc.
|
NYSE: TDY
|
Terex Corp.
|
NYSE: TEX
|
The Timken Company
|
NYSE: TKR
|
The Toro Company
|
NYSE: TTC
|
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
|
•
|
Between the grant date and September 30, 2016
: forfeit all shares.
|
•
|
Between October 1, 2016 and December 31, 2016
: forfeiture of two-thirds of shares with the remaining one-third of shares to follow the normal vesting schedule as set forth in Exhibit A.
|
•
|
Between January 1, 2017 and March 17, 2017
: forfeiture of one-third of shares with the remaining two-thirds of shares to follow the normal vesting schedule as set forth in Exhibit A.
|
•
|
Upon turning age 65 on March 18, 2017 and thereafter
: shares to follow the normal vesting schedule as set forth in Exhibit A.
|
|
ROIC
|
Payout Multiple
|
||
|
FY17
|
FY18
|
FY19
|
Range
|
Maximum
|
10.6%
|
13.4%
|
16.2%
|
150%
|
Target
|
7.6%
|
9.6%
|
11.6%
|
100%
|
Threshold
|
5.3%
|
6.7%
|
8.1%
|
50%
|
If the Company’s TSR rank
against the Peer Group is:
|
Relative TSR Vesting Multiple
(% of ROIC Earned Stock Units)
|
at the 25th percentile (Threshold)
|
80%
|
at the 50th percentile (Target)
|
100%
|
at the 75th percentile or more (Maximum)
|
120%
|
●
|
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
|
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
|
Curtiss-Wright Corporation
|
NYSE: CW
|
Donaldson Company, Inc.
|
NYSE: DCI
|
EMCOR Group Inc.
|
NYSE: EME
|
Esterline Technologies Corp.
|
NYSE: ESL
|
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
|
Joy Global, Inc.
|
NYSE: JOY
|
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
|
Teledyne Technologies Inc.
|
NYSE: TDY
|
Terex Corp.
|
NYSE: TEX
|
The Timken Company
|
NYSE: TKR
|
The Toro Company
|
NYSE: TTC
|
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.
|
I have reviewed this quarterly report on Form 10-Q of Kennametal Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 7, 2016
|
|
/s/ Ronald M. De Feo
|
|
|
|
Ronald M. De Feo
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kennametal Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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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:
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November 7, 2016
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/s/ Jan Kees van Gaalen
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Jan Kees van Gaalen
Vice President and Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Corporation.
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