CARPENTER TECHNOLOGY CORP (Form: 10-Q, Received: 11/05/2010 15:03:42)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-5828

CARPENTER TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its Charter)


Delaware		23-0458500
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 14662 Reading, Pennsylvania		19610
(Address of principal executive offices)		(Zip Code)

610-208-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the issuer’s common stock as of October 26, 2010 was 43,970,744.

CARPENTER TECHNOLOGY CORPORATION

FORM 10-Q

INDEX


			Page
PART I	FINANCIAL INFORMATION

	Item 1	Financial Statements

		Consolidated Balance Sheets (unaudited) as of September 30, 2010 and June 30, 2010		3

		Consolidated Statements of Operations (unaudited) for the Three Months Ended September 30, 2010 and 2009		4

		Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended September 30, 2010 and 2009		5

		Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended September 30, 2010 and 2009		6

		Notes to Consolidated Financial Statements (unaudited)		7 – 21

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22 – 35

	Item 3	Quantitative and Qualitative Disclosures about Market Risk		35 – 36

	Item 4	Controls and Procedures		36

PART II	OTHER INFORMATION

	Item 1	Legal Proceedings		37

	Item 1A	Risk Factors		37

	Item 6	Exhibits		37

		Signature		38

Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.

PART I

Item 1.

Financial Statements

CARPENTER TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except share data)


	September 30, 2010			June 30, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	258.3		$	265.4
Marketable securities		68.5			105.2
Accounts receivable, net		200.7			188.5
Inventories		272.7			203.6
Deferred income taxes		21.9			21.5
Other current assets		43.8			36.0

Total current assets		865.9			820.2
Property, plant and equipment, net		612.1			617.5
Goodwill		35.2			35.2
Other intangibles, net		17.4			17.6
Deferred income taxes		12.7			16.2
Other assets		89.1			76.5

Total assets	$	1,632.4		$	1,583.2

LIABILITIES
Current liabilities:
Accounts payable	$	154.0		$	130.5
Accrued liabilities		95.2			87.6
Current portion of long-term debt		100.0			—

Total current liabilities		349.2			218.1
Long-term debt, net of current portion		160.1			259.6
Accrued pension liabilities		312.1			322.6
Accrued postretirement benefits		145.6			146.7
Other liabilities		69.5			62.8

Total liabilities		1,036.5			1,009.8

Contingencies and commitments (see Note 8)
STOCKHOLDERS’ EQUITY
Common stock – authorized 100,000,000 shares; issued 54,651,695 shares at September 30, 2010 and 54,644,401 shares at June 30, 2010; outstanding 43,968,973 shares at September 30, 2010 and 43,967,084 shares at June 30, 2010		273.3			273.2
Capital in excess of par value		226.9			223.3
Reinvested earnings		982.7			983.2
Common stock in treasury (10,682,722 shares and 10,677,317 shares at September 30, 2010 and June 30, 2010, respectively), at cost		(535.4	)		(535.2	)
Accumulated other comprehensive loss		(351.6	)		(371.1	)

Total stockholders’ equity		595.9			573.4

Total liabilities and stockholders’ equity	$	1,632.4		$	1,583.2

See accompanying notes to consolidated financial statements.

CARPENTER TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share data)


	Three Months Ended September 30,
	2010			2009
NET SALES	$	351.7		$	233.7
Cost of sales		301.9			214.5

Gross profit		49.8			19.2

Selling, general and administrative expenses		35.7			32.5

Operating income (loss)		14.1			(13.3	)

Interest expense		(4.2	)		(4.3	)
Other income, net		1.6			1.5


Income (loss) before income taxes		11.5			(16.1	)
Income tax expense (benefit)		3.9			(6.8	)


NET INCOME (LOSS)	$	7.6		$	(9.3	)


EARNINGS PER COMMON SHARE:
Basic	$	0.17		$	(0.21	)

Diluted	$	0.17		$	(0.21	)


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		44.1			43.9

Diluted		44.5			43.9


Cash dividends per common share	$	0.18		$	0.18

See accompanying notes to consolidated financial statements.

CARPENTER TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)


	Three Months Ended September 30,
	2010			2009
Net income (loss)	$	7.6		$	(9.3	)
Pension and post-retirement benefits, net of tax of ($2.8), and ($2.4), respectively		4.3			3.9
Net gain on derivative instruments, net of tax of ($4.0), and ($8.0), respectively		6.5			12.8
Unrealized loss on marketable securities, net of tax of $0.1, and $0.0, respectively		(0.1	)		—
Foreign currency translation		8.8			1.8

Comprehensive income	$	27.1		$	9.2

See accompanying notes to consolidated financial statements.

CARPENTER TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)


	Three Months Ended September 30,
	2010			2009
OPERATING ACTIVITIES
Net income (loss)	$	7.6		$	(9.3	)
Adjustments to reconcile net income (loss) to net cash (used for) provided from operating activities:
Depreciation and amortization		15.1			14.4
Deferred income taxes		(3.7	)		(4.8	)
Net pension expense		15.2			15.3
Net loss (gain) on disposal of property and equipment		0.1			(0.7	)
Changes in working capital and other:
Accounts receivable		(8.6	)		(4.5	)
Inventories		(66.6	)		4.8
Other current assets		1.3			7.6
Accounts payable		22.9			20.8
Accrued current liabilities		(15.4	)		(3.3	)
Other, net		1.6			(4.1	)

Net cash (used for) provided from operating activities		(30.5	)		36.2

INVESTING ACTIVITIES
Purchases of property, equipment and software		(8.1	)		(11.3	)
Proceeds from disposals of property and equipment		0.1			0.9
Purchases of marketable securities		(53.1	)		—
Proceeds from sales and maturities of marketable securities		89.8			15.0

Net cash provided from investing activities		28.7			4.6

FINANCING ACTIVITIES
Dividends paid		(8.0	)		(8.0	)
Proceeds from common stock options exercised		0.1			—

Net cash used for financing activities		(7.9	)		(8.0	)

Effect of exchange rate changes on cash and cash equivalents		2.6			1.7

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(7.1	)		34.5
Cash and cash equivalents at beginning of period		265.4			340.1

Cash and cash equivalents at end of period	$	258.3		$	374.6

See accompanying notes to consolidated financial statements.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation are reflected in the interim periods presented. The June 30, 2010 consolidated balance sheet data was derived from audited financial statements, but does not include all the disclosures required by U.S. generally accepted accounting principles. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Carpenter’s annual report on Form 10-K for the year ended June 30, 2010. Operating results for the three months ended September 30, 2010 are not necessarily indicative of the operating results for any future period.

As used throughout this report, unless the context requires otherwise, the terms “Carpenter”, “the Company”, “Registrant”, “Issuer”, “we” and “our” refer to Carpenter Technology Corporation.

2. Earnings Per Common Share

The Company calculates basic earnings per share using the two class method. Under the two class method, earnings are allocated to common stock and participating securities (nonvested restricted shares and units that receive non-forfeitable dividends) according to their participation rights in dividends and undistributed earnings. The earnings available to each class of stock is divided by the weighted average number of shares for the period in each class. Because the participating securities have no obligation to share in net losses, losses are not allocated to the participating securities in this calculation.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The calculations of basic and diluted earnings per common share for the three months ended September 30, 2010 and 2009 were as follows:


	Three Months Ended September 30,
($ in millions, except per share data)	2010			2009
Net income (loss)	$	7.6		$	(9.3	)
Less: earnings allocated to participating securities		(0.1	)		(0.1	)

Earnings (loss) available for common shareholders	$	7.5		$	(9.4	)

Weighted average number of common shares outstanding for basic earnings per common share		44.1			43.9
Effect of shares issuable under share based compensation plans		0.4			—

Weighted average number of common shares outstanding for diluted earnings per common share		44.5			43.9

Basic earnings per common share	$	0.17		$	(0.21	)

Diluted earnings per common share	$	0.17		$	(0.21	)

The following awards issued under share-based compensation plans were excluded from the calculations of diluted earnings per share above because their effects were anti-dilutive:


	Three Months Ended September 30,
(in millions)	2010		2009
Stock options		0.4		0.9
Restricted stock awards		0.1		0.5

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

3. Marketable Securities

The fair value of the Company’s marketable securities was based on quoted market prices or estimates of fair value as of September 30, 2010 and June 30, 2010. The following is a summary of marketable securities, all of which were classified as available-for-sale as of September 30, 2010 and June 30, 2010:


September 30, 2010 ($ in millions)	Cost		Unrealized Losses			Estimated Fair Value
Current
Government agency bonds	$	45.6	$	—		$	45.6
Corporate bonds		20.9		—			20.9
Commercial paper		2.0		—			2.0

	$	68.5	$	—		$	68.5

Non-current
Municipal auction rate securities	$	6.2	$	(1.1	)	$	5.1


June 30, 2010 ($ in millions)	Cost		Unrealized Losses			Estimated Fair Value
Current
Government agency bonds	$	78.9	$	—		$	78.9
Corporate bonds		15.4		—			15.4
Certificate of deposit		10.0		—			10.0
Commercial paper		0.9		—			0.9

	$	105.2	$	—		$	105.2

Non-current
Municipal auction rate securities	$	6.2	$	(0.9	)	$	5.3

For the three months ended September 30, 2010 and 2009, proceeds from sales and maturities of marketable securities were $89.8 million and $15.0 million, respectively.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

4. Inventories

Inventories consisted of the following components as of September 30, 2010 and June 30, 2010:


($ in millions)	September 30, 2010		June 30, 2010
Raw materials and supplies	$	43.2	$	30.7
Work in process		153.0		109.1
Finished and purchased products		76.5		63.8

Total inventory	$	272.7	$	203.6

Inventories are valued at the lower of cost or market. Cost for inventories is principally determined by the last-in, first-out (“LIFO”) method.

5. Accrued Liabilities

Accrued liabilities consisted of the following as of September 30, 2010 and June 30, 2010:


($ in millions)	September 30, 2010		June 30, 2010
Employee benefits	$	41.5	$	25.9
Compensation		21.4		38.6
Derivative financial instruments		8.7		1.9
Other		23.6		21.2

Total accrued liabilities	$	95.2	$	87.6

6. Pension and Other Postretirement Benefits

The components of the net periodic benefit cost related to Carpenter’s pension and other postretirement benefits for the three months ended September 30, 2010 and 2009 were as follows:


	Pension Plans						Other Postretirement Plans
Three months ended September 30, ($ in millions)	2010			2009			2010			2009
Service cost	$	5.7		$	5.2		$	0.7		$	0.6
Interest cost		11.6			12.5			2.7			3.0
Expected return on plan assets		(11.3	)		(11.2	)		(1.3	)		(1.1	)
Amortization of net loss		7.2			6.8			1.5			1.3
Amortization of prior service cost (benefit)		0.3			0.2			(1.9	)		(2.0	)

Net pension expense	$	13.5		$	13.5		$	1.7		$	1.8

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

7. Revolving Credit Agreement

The Company has a revolving credit facility (“Credit Agreement”) that permits the Company to borrow funds for working capital and other general corporate purposes based on a revolving credit commitment amount of $200 million subject to the Company’s right, from time to time, to request an increase of the commitment to $300 million in the aggregate and provides for the issuance of Letters of Credit within such amount. The Credit Agreement expires November 24, 2012. The Company has the right to voluntarily prepay and reborrow loans and to terminate or reduce the commitments under the facility. As of September 30, 2010, the Company had $3.8 million of issued letters of credit under the Credit Agreement, with the balance of $196.2 million available for future borrowings.

The Company is subject to certain financial and restrictive covenants under the Credit Agreement, which, among other things, require the maintenance of a minimum interest coverage ratio (which begins at 3.0 to 1.0 for the period through September 30, 2010, and ultimately increases to 3.5 to 1.0). The interest coverage ratio is defined in the Credit Agreement as, for any period, the ratio of consolidated EBITDA to consolidated interest expense for such period. The Credit Agreement also requires the Company to maintain a debt to capital ratio of less than 55%. The debt to capital ratio is defined in the Credit Agreement as the ratio of consolidated indebtedness, as defined, to consolidated capitalization, as defined. As of September 30, 2010, the Company was in compliance with all of the covenants of the Credit Agreement.

8. Contingencies and Commitments

Environmental

Carpenter is subject to various federal, state, local and international environmental laws and regulations relating to pollution, protection of public health and the environment, natural resource damages and occupational safety and health. Although compliance with these laws and regulations may affect the costs of Carpenter’s operations, compliance costs to date have not been material. Carpenter has environmental remediation liabilities at some of its owned operating facilities and has been designated as a potentially responsible party (“PRP”) with respect to certain third-party Superfund waste disposal sites and other third party owned sites. Additionally, Carpenter has been notified that it may be a PRP with respect to other Superfund sites as to which no proceedings have been instituted against Carpenter. Neither the exact amount of remediation costs nor the final method of their allocation among all designated PRP’s at these Superfund sites has been determined. The liability for future environmental remediation costs is evaluated by management on a quarterly basis. Carpenter accrues amounts for environmental remediation costs that represent management’s best estimate of the probable and reasonably estimable costs related to environmental remediation. During the three months ended September 30, 2010, no additional accruals were recorded. The liabilities recorded for environmental remediation costs at Superfund sites, at other third party-owned sites and at Carpenter-owned current or former operating facilities were $4.9 million at September 30, 2010 and June 30, 2010.

Estimates of the amount and timing of future costs of environmental remediation requirements are inherently imprecise because of the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the PRP’s. Based upon information currently available, such future costs are not expected to have a material effect on Carpenter’s financial position, results of operations or cash flows over the long term. However, such costs could be material to Carpenter’s financial position, results of operations or cash flows in a particular future quarter or year.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Boarhead Farms

In June 2002, the Company was named as a defendant in a lawsuit filed by a group of plaintiffs in the District Court for the Eastern District of Pennsylvania titled Boarhead Farm Agreement Group v. Advanced Environmental Technology Corporation et al. (since amended to include the individual members). The suit alleges that the Company and the other named defendants contributed to damages caused at Boarhead Farms, a Superfund site located in Bridgeton, Pennsylvania. The Boarhead Farms site was the home of a now defunct chemical and waste hauling company that the Company engaged to dispose of certain wastes during the 1970’s. The plaintiff group was individually named as PRP’s for the Boarhead site in the EPA’s “Record of Decision” in November 1998. Their suit, in June of 2002, against various defendants, including the Company, sought contributions for a portion of costs incurred for various site cleanup activities as well as contributions to future cleanup efforts. The suit went to trial in June 2008. Prior to trial, all of the named co-defendants, except for the Company, reached an out of court settlement with the plaintiffs. The Company denied the claims made by the plaintiff group. On August 18, 2008, the Court awarded the plaintiffs judgment against the Company for 80 percent of the plaintiffs’ past costs of remediating the site, including prejudgment interest from June 18, 2002 to January 1, 2008, and held the Company liable for 80 percent of future costs of the cleanup activities at the site. The Company appealed the Court’s decision and oral arguments took place before the United States Court of Appeals for the Third Circuit on December 17, 2009. On April 12, 2010, the Court of Appeals for the Third Circuit vacated the previous judgment by the District Court and remanded the case for further proceedings. The Company intends to continue to defend against the claims in this case, but is unable to predict the outcome of the proceedings at this time. As of September 30, 2010 and June 30, 2010, the Company has recorded a liability related to this case of $21.8 million.

Duty Drawback

Historically, the Company has participated in a program offered by U.S. Customs and Border Protection (“U.S. Customs”) known as duty drawback. Under the program, the Company claimed a refund of import duties on items manufactured and exported to customers in foreign countries. Certain vendors of the Company prepared certificates authorizing the Company to claim duty drawback refunds against imported goods purportedly shipped by the vendor to the Company. Because of the complexity of the program, the Company engaged a licensed U.S. customs broker specializing in duty drawback claims. The customs broker was responsible for performing the administration of the process which included maintaining and collecting various forms of supporting evidence for each claim including collecting appropriate certificates from vendors, as well as preparing and submitting the refund claims.

In fiscal year 2008, the Company received notice from U.S. Customs that the Company was under investigation related to claims previously filed by the customs broker on the Company’s behalf. The investigation alleged certain discrepancies and a lack of supporting documentation for the claims that had been filed by the broker. The Company initiated an internal review of the claims filed with U.S. Customs to determine the extent of claims that may have inadequate supporting documentation and engaged a new licensed U.S. customs broker. The Company has cooperated fully with U.S. Customs’ investigation of this matter. As of the date of this filing, the Company’s internal review remains ongoing due to the extensive amount of documentation which must be compiled and reviewed.

During the period the Company’s customs broker was filing claims on the Company’s behalf, July 2003 through December 2006, the Company applied for and received refund claims totaling $6.9 million. While the ultimate outcome of the U.S. Customs investigation and the Company’s internal review is not yet known, based on current facts the Company believes that the reserve recorded of $2.5 million as of September 30, 2010 is a reasonable estimate of the probable future loss that will result from the investigation. The Company does not expect that any additional material liabilities will be incurred related to this matter.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Export Regulations

In fiscal year 2008, the Company became aware of potential violations of federal export regulations at a business unit that has since been divested. Upon investigation, the Company discovered that approximately 40 foreign nationals employed over time at the business unit’s facility may have been exposed to protected technical data related to the production of various products for military applications. An export license from the Department of State and the Department of Commerce is required prior to the exporting of technical data for military applications. The Company has applied for and received similar applications for other business units, but did not have such a license for the divested business unit. Violations of Federal export regulations can be subject to civil penalties depending upon the severity of the violation. The Company filed voluntary disclosures with the Department of State and the Department of Commerce before the divestiture of the business unit on March 31, 2008. The Department of State responded to the voluntary disclosure without assessing civil penalties. The Department of Commerce has not yet responded to the voluntary disclosure. It is not possible to determine the amount, if any, of civil penalties that may be assessed by the Department of Commerce. As a result, the Company has not recorded any liability for potential penalties as of September 30, 2010.

Other

The Company is defending various routine claims and legal actions that are incidental to its business, and the Company is subject to contingencies that are common to its operations, including those pertaining to product claims, commercial disputes, employment actions, employee benefits, compliance with domestic and foreign laws, personal injury claims and tax issues. The Company provides for costs relating to these matters when a loss is probable and the amount of the loss is reasonably estimable. The effect of the outcome of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount and timing (both as to recording future charges to operations and cash expenditures) of the resolution of such matters. While it is not feasible to determine the outcome of these matters, management believes that the total liability from these matters will not have a material effect on the Company’s financial position, results of operations or cash flows over the long-term. However, there can be no assurance that an increase in the scope of pending matters, or that any future lawsuits, claims, proceedings or investigations, will not be material to the Company’s financial position, results of operations or cash flows in a particular future quarter or year.

9. Fair Value Measurements

The fair value hierarchy has three levels based on the inputs used to determine fair value. Level 1 refers to quoted prices in active markets for identical assets or liabilities. Level 2 refers to observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3, which the Company does not currently use, refers to unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.


September 30, 2010	Fair Value Measurements Using Input Type
(in millions)	Level 1		Level 2		Total
Assets:
Marketable securities
Government agency bonds	$	45.6	$	—	$	45.6
Corporate bonds		20.9		—		20.9
Commercial paper		2.0		—		2.0
Municipal auction rate securities		—		5.1		5.1
Derivative financial instruments		—		31.9		31.9

Total assets	$	68.5	$	37.0	$	105.5

Liabilities:
Derivative financial instruments	$	—	$	19.7	$	19.7


June 30, 2010	Fair Value Measurements Using Input Type
(in millions)	Level 1		Level 2		Total
Assets:
Marketable securities
Government agency bonds	$	78.9	$	—	$	78.9
Corporate bonds		15.4		—		15.4
Certificates of deposit		10.0		—		10.0
Commercial Paper		0.9		—		0.9
Municipal auction rate securities		—		5.3		5.3
Derivative financial instruments		—		9.2		9.2

Total assets	$	105.2	$	14.5	$	119.7

Liabilities:
Derivative financial instruments	$	—	$	6.7	$	6.7

The Company’s derivative financial instruments consist of commodity forward contracts, foreign exchange forward contracts and interest rate swaps. These instruments are measured at fair value using the market method valuation technique. The inputs to this technique utilize information related to foreign exchange rates, commodity prices and interest rates published by third-party leading financial news and data providers. This is observable data; however, the valuation of these instruments is not based on actual transactions for the same instruments so they are classified as Level 2. The Company’s use of derivatives and hedging policies are more fully discussed in Note 11.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.

The carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of these items.

The carrying amounts and estimated fair values of Carpenter’s financial instruments not recorded at fair value in the financial statements were as follows:


	September 30, 2010				June 30, 2010
($ in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Company-owned life insurance	$	9.1	$	9.1	$	9.3	$	9.3
Long-term debt, including current portion	$	260.1	$	270.4	$	259.6	$	267.9

The carrying amount for company-owned life insurance reflects cash surrender values based upon the market values of underlying securities, net of any outstanding policy loans. The carrying value associated with the cash surrender value of these policies is recorded in other assets in the accompanying consolidated balance sheets.

The fair values of long-term debt as of September 30, 2010 and June 30, 2010 were determined by using current interest rates for debt with terms and maturities similar to the Company’s existing debt arrangements.

10. Other Income, Net

Other income, net consisted of the following:


	Three Months Ended September 30,
($ in millions)	2010		2009
Interest income	$	0.3	$	0.3
Equity in earnings of unconsolidated subsidiary		0.6		0.2
Other income		0.7		1.0

Total other income, net	$	1.6	$	1.5

11. Derivatives and Hedging Activities

The Company uses commodity swaps and forwards, interest rate swaps and foreign currency forwards to manage risks generally associated with commodity price, interest rate and foreign currency rate fluctuations. The following explains the various types of derivatives and includes a recap about the impact the derivative instruments had on the Company’s financial position, results of operations, and cash flows.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Cash Flow Hedging – Commodity forward contracts: The Company enters into commodity forward contracts to fix the price of a portion of anticipated future purchases of certain critical raw materials and energy to manage the risk of cash flow variability associated with volatile commodity prices. The commodity forward contracts have been designated as cash flow hedges. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income to the extent effective, and reclassified to costs of sales in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

Cash Flow Hedging – Forward Interest Rate Swaps: The Company has entered into forward swap contracts to manage the risk of cash flow variability associated with fixed interest debt expected to be issued to refinance the $100 million of fixed rate date scheduled to mature in August 2011. The forward interest rate swaps have been designated as cash flow hedges. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

Cash Flow Hedging – Foreign currency forward contracts: The Company uses foreign currency forward contracts to hedge a portion of anticipated future sales denominated in foreign currencies, principally the Euro and Pound Sterling, in order to offset the effect of changes in exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in other comprehensive income to the extent effective, and reclassified to net sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

The Company also uses foreign currency forward contracts to protect certain short-term asset positions denominated in foreign currency against the effect of changes in exchange rates. These positions do not qualify for hedge accounting and accordingly, are marked-to-market at each reporting date through charges to other income and expense. As of September 30, 2010 and June 30, 2010, the fair value of the outstanding foreign currency forwards not designated as hedging instruments and the charges to income for changes in fair value for these contracts, were not material.

Fair Value Hedging – Interest rate swaps: The Company uses interest rate swaps to achieve a level of floating rate debt relative to fixed rate debt where appropriate. The Company has designated fixed to floating interest rate swaps as fair value hedges. Accordingly, the changes in the fair value of these instruments are immediately recorded in earnings. The mark-to-market values of both the fair value hedging instruments and the underlying debt obligations are recorded as equal and offsetting gains and losses in interest expense in the consolidated statements of operations. As of both September 30, 2010 and June 30, 2010, the total notional amount of floating interest rate contracts was $65.0 million. For the three months ended September 30, 2010 and 2009, net gains of $0.6 million were recorded as a reduction to interest expense for both periods. These amounts include the impact of previously terminated swaps which are being amortized over the remaining term of the underlying debt.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The fair value and location of outstanding derivative contracts recorded in the accompanying consolidated balance sheets were as follows as of September 30, 2010 and June 30, 2010:


September 30, 2010 ($ in millions)	Interest Rate Swaps		Foreign Currency Contracts		Commodity Contracts		Total Derivatives
Asset Derivatives:
Derivatives designated as hedging instruments:
Other current assets	$	0.9	$	—	$	14.0	$	14.9
Other assets		3.7		—		13.3		17.0

Total asset derivatives	$	4.6	$	—	$	27.3	$	31.9

Liability Derivatives:
Derivatives designated as hedging instruments:
Accrued liabilities	$	0.9	$	0.7	$	7.1	$	8.7
Other liabilities		—		—		11.0		11.0

Total liability derivatives	$	0.9	$	0.7	$	18.1	$	19.7


June 30, 2010 ($ in millions)	Interest Rate Swaps		Foreign Currency Contracts		Commodity Contracts		Total Derivatives
Asset Derivatives:
Derivatives designated as hedging instruments:
Other current assets	$	0.5	$	1.8	$	3.4	$	5.7
Other assets		3.2		—		0.3		3.5

Total asset derivatives	$	3.7	$	1.8	$	3.7	$	9.2

Liability Derivatives:
Derivatives designated as hedging instruments:
Accrued liabilities	$	—	$	—	$	1.9	$	1.9
Other liabilities		—		—		4.8		4.8

Total liability derivatives	$	—	$	—	$	6.7	$	6.7

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. The following is a summary of the gains (losses) related to cash flow hedges recognized during the three months ended September 30, 2010 and 2009:


	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)
($ in millions)	Three Months Ended September 30,
Derivatives in Cash Flow Hedging Relationship:	2010			2009
Commodity contracts	$	12.8		$	21.1
Foreign exchange contracts		(1.4	)		(0.3	)
Forward interest rate swaps		(0.8	)		—

Total	$	10.6		$	20.8


			Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion)
($ in millions)	Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)		Three Months Ended September 30,
Derivatives in Cash Flow Hedging Relationship:			2010			2009
Commodity contracts		Cost of sales	$	(0.3	)	$	(6.0	)
Foreign exchange contracts		Net sales		0.1			0.2

Total			$	(0.2	)	$	(5.8	)

The Company estimates that $4.1 million of net derivative gains included in AOCI as of September 30, 2010 will be reclassified into earnings within the next 12 months. No significant cash flow hedges were discontinued during the quarter ended September 30, 2010. There was no ineffectiveness during the three months ended September 30, 2010 and 2009.

The changes in accumulated other comprehensive income associated with derivative hedging activities during the three months ended September 30, 2010 and 2009 were as follows:


	September 30,
($ in millions)	2010			2009
Balance at beginning	$	(2.4	)	$	(17.3	)
Current period changes in fair value, net of tax		6.0			5.2
Reclassifications to earnings, net of tax		0.6			7.6

Balance at ending	$	4.2		$	(4.5	)

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

According to the provisions of the Company’s derivative arrangements, in the event that the fair value of outstanding derivative positions with certain counterparties exceeds certain thresholds, the Company may be required to issue cash collateral to the counterparties. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. As of September 30, 2010 and June 30, 2010 the Company had no cash collateral held by counterparties.

The Company is exposed to credit loss in the event of nonperformance by counterparties on its derivative instruments as well as credit or performance risk with respect to its customer commitments to perform. Although nonperformance is possible, the Company does not anticipate nonperformance by any of the parties. In addition, various master netting arrangements are in place with counterparties to facilitate settlement of gains and losses on these contracts.

12. Income Taxes

The effective tax rate used for interim periods is the estimated annual effective consolidated tax rate, based on the current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur.

Income taxes in the recent first quarter were $3.9 million, or 33.9 percent of pre-tax income versus a benefit of $6.8 million, or 42.2 percent of pre-tax loss in the same quarter a year ago. The decrease in the effective tax rate for the three months ended September 30, 2010 is primarily due to the less dilutive impact that our permanent differences have had on our effective tax rate in the current year as a result of higher income levels in the current quarter as compared with a pre-tax loss a year ago.

For the three months ended September 30, 2010, the Company’s unrecognized tax benefits increased $0.1 million as a result of tax positions taken during a prior period. Interest and penalties are recognized as a component of income tax expense. During the three months ended September 30, 2010 and 2009 the Company recognized in income tax expense, $0.1 million and $0.3 million of interest and penalties, respectively. As of September 30, 2010 and June 30, 2010, the amount of interest and penalties accrued was $0.7 million and $0.6 million, respectively.

13. Business Segments

The Company has two reportable business segments: Advanced Metals Operations and Premium Alloys Operations.

The Advanced Metals Operations (“AMO”) segment includes the manufacturing and distribution of high temperature and high strength metal alloys, stainless steels, and titanium in the form of small bars and rods, wire, narrow strip and powder. Products in this segment typically go through more finishing operations, such as rolling, turning, grinding, drawing, and atomization, than products in our Premium Alloys Operations segment. Sales in the AMO segment are spread across a diverse list of end-use markets, including the aerospace, industrial, consumer, automotive, and medical industries. AMO products are sold under the Carpenter, Dynamet, Talley, Carpenter Powder Products and Aceros Fortuna brand names.

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Premium Alloys Operations (“PAO”) segment includes the manufacturing and distribution of high temperature and high strength metal alloys and stainless steels in the form of ingots, billets, large bars and hollows. Also, the PAO segment includes conversion processing of metal for other specialty metals companies. A significant portion of PAO sales are to customers in the aerospace and energy industries. Much of PAO sales are to forging companies that further shape, mill, and finish the metals into more specific dimensions. All such sales are made under the Carpenter brand name.

The Company’s consolidated total assets are managed as corporate-level assets and, therefore, are not allocated to the business segments. Only a portion of the expenses related to these assets, principally depreciation and amortization, is allocated to the individual business segments for inclusion in their respective measures of operating income.

The service cost component of the Company’s net pension expense, which represents the estimated cost of future pension liabilities earned associated with active employees, is included in the operating income of the business segments. The residual net pension expense, which is comprised of the expected return on plan assets, interest costs on the projected benefit obligations of the plans, and amortization of actuarial gains and losses and prior service costs, is included under the heading “Pension earnings, interest & deferrals”.

A single customer accounted for 10 percent and 11 percent of the Company’s net sales for the three months ended September 30, 2010 and 2009, respectively.


Segment Data	Three Months Ended September 30,
($ in millions)	2010			2009
Net Sales:
Advanced Metals Operations	$	246.6		$	175.3
Premium Alloys Operations		107.7			59.3
Intersegment		(2.6	)		(0.9	)

Consolidated net sales	$	351.7		$	233.7

Operating Income (Loss):
Advanced Metals Operations	$	8.6		$	(2.6	)
Premium Alloys Operations		24.3			7.9
Corporate costs		(9.9	)		(9.0	)
Pension earnings, interest & deferrals		(8.8	)		(9.5	)
Intersegment		(0.1	)		(0.1	)

Consolidated operating income (loss)	$	14.1		$	(13.3	)

CARPENTER TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

14. Subsequent Event

On October 19, 2010, Carpenter established a strategic partnership with Sandvik Materials Technology to further strengthen its leadership position in high-performance powder metal products. As part of the joint venture arrangement, the Company will acquire a 40 percent interest in Sandvik Powdermet AB and Sandvik AB will acquire a 40 percent interest in Carpenter Powder Products AB.

Carpenter Powder Products AB, a unit of Carpenter based in Torshalla, Sweden, manufactures high-alloy powder and is currently one of Sandvik Powdermet AB’s major suppliers. The joint venture will provide Carpenter with access to Sandvik Powdermet AB’s market for near-net-shape powder products, and will ensure Sandvik’s long-term supply of high quality powder. As the name implies, near-net-shapes are produced using a manufacturing technique in which the initial production of the item is very close to the final (net) shape resulting in lower production costs for end users of the products. The cooperation is expected to provide accelerated growth opportunities for both companies in powder metal markets. The two businesses, each with current annual revenues of approximately $20 million, will continue to operate under their current respective brands, Carpenter and Sandvik.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Background and General

Carpenter is engaged in the manufacturing, fabrication, and distribution of specialty metals. We primarily process basic raw materials such as nickel, cobalt, titanium, manganese, chromium, molybdenum, iron scrap and other metal alloying elements through various melting, hot forming and cold working facilities to produce finished products in the form of billet, bar, rod, wire and narrow strip in many sizes and finishes. We also produce certain metal powders. Our sales are distributed directly from our production plants and distribution network as well as through independent distributors. Unlike many other specialty steel producers, we operate a worldwide network of service/distribution centers. These service centers, located in the United States, Canada, Mexico, Asia and Europe, allow us to work more closely with customers and to offer various just-in-time stocking programs. As a result, we often serve as a technical partner in customizing specialty metals or in developing new ones.

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, under Item 8 thereof. Our discussions here focus on our results during or as of the three-month period ended September 30, 2010 and the comparable periods of fiscal year 2010, and, to the extent applicable, on material changes from information discussed in that Form 10-K or other important intervening developments or information that we have reported on Form 8-K. These discussions should be read in conjunction with that Form 10-K for detailed background information and with any such intervening Form 8-K.

Impact of Raw Material Prices and Product Mix

We value most of our inventory utilizing the last-in, first-out (“LIFO”) inventory costing methodology. Under the LIFO inventory costing method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these materials may have been acquired at potentially significantly different values due to the length of time from the acquisition of the raw materials to the sale of the processed finished goods to the customers. In a period of rising raw material costs, the LIFO inventory valuation normally results in higher costs of sales. Conversely, in a period of decreasing raw material costs, the LIFO inventory valuation normally results in lower costs of sales.

The volatility of the costs of raw materials has impacted our operations over the past several years. We, and others in our industry, generally have been able to pass cost increases on major raw materials through to our customers using surcharges that are structured to recover increases in raw material costs. Generally, the formula used to calculate a surcharge is based on published prices of the respective raw materials for the previous month which correlates to the prices we pay for our raw material purchases. However, a portion of our surcharges to customers may be calculated using a different surcharge formula or may be based on the raw material prices at the time of order, which creates a lag between surcharge revenue and corresponding raw material costs recognized in costs of sales. The surcharge mechanism protects our net income on such sales except for the lag effect discussed above. However, surcharges have had a dilutive effect on our gross margin and operating margin percentages as described later in this report.

A portion of our business consists of sales to customers under firm price sales arrangements. Firm price sales arrangements involve a risk of profit margin fluctuations, particularly when raw material prices are volatile. In order to reduce the risk of fluctuating profit margins on these sales, we enter into commodity forward contracts to purchase certain critical raw materials necessary to produce the related products sold. Firm price sales arrangements generally include certain annual purchasing commitments and consumption schedules agreed to by the customers at selling prices based on raw material prices at the time the arrangements are established. If a customer fails to meet the volume commitments (or the consumption schedule deviates from the agreed-upon terms of the firm price sales arrangements), the Company may need to absorb the gains or losses associated with the commodity forward contracts on a temporary basis. Gains or losses associated with

commodity forward contracts are reclassified to earnings/loss when earnings are impacted by the hedged transaction. Because we value most of our inventory under the LIFO costing methodology, the gains and/or losses associated with commodity forward contracts may not impact the same period that the firm price sales arrangements revenue is recognized, and comparisons of gross profit from period to period may be impacted.

We produce hundreds of grades of materials, with a wide range of pricing and profit levels depending on the grade. In addition, our product mix within a period is subject to the fluctuating order patterns of our customers as well as decisions we may make to participate in certain lower margin business in order to utilize available capacity. While we expect to see positive contribution from a more favorable product mix in our margin performance over time, the impact by period may fluctuate, and period-to-period comparisons may vary.

Net Pension Expense

Net pension expense, as we define it below, includes the net periodic benefit costs related to both our pension and other postretirement plans. The current quarter’s results include non-cash net pension expense of $15.2 million or $0.21 per diluted share versus $15.3 million or $0.21 per diluted share in the same quarter last year. See the section “Non-GAAP Financial Measures” below for further discussions of these financial measures.

Net pension expense is recorded in accounts that are included in both the Cost of sales and Selling, general and administrative expenses lines of our statements of operations. The following is a summary of the classification of net pension expense included in our statements of operations for the three months ended September 30, 2010 and 2009:


	Three Months Ended September 30,
($ in millions)	2010		2009
Cost of sales	$	11.5	$	11.2
Selling, general and administrative expenses		3.7		4.1

Net pension expense	$	15.2	$	15.3

Net pension expense is determined annually based on beginning of year balances, and is recorded ratably throughout the fiscal year, unless a significant re-measurement event occurs. We currently expect that the total net pension expense for fiscal year 2011 will be $60.8 million as compared with $61.3 million recorded in fiscal year 2010.


	Three Months Ended September 30,
($ in millions)	2010		2009
Service cost	$	6.4	$	5.8
Pension earnings, interest and deferrals		8.8		9.5

Net pension expense	$	15.2	$	15.3

The service cost component of net pension expense represents the estimated cost of future pension liabilities earned associated with active employees. The pension earnings, interest and deferrals expense is comprised of the expected return on plan assets, interest costs on the projected benefit obligations of the plans, and amortization of actuarial gains and losses and prior service costs.

Operating Performance Overview

For the quarter ended September 30, 2010, we reported net income of $7.6 million, or $0.17 per diluted share, compared with a loss for the same period a year earlier of $9.3 million, or $0.21 per diluted share.

Strong revenue and volume growth contributed to a significant increase in operating margin and profitability over the prior year. We also maintained a consistent operating margin compared to our recent fourth quarter on slightly lower, seasonally–adjusted volumes, which was in line with our expectations. The increase in order activity is creating tight capacity and longer customer lead times. We are hiring and training employees to expand available production capacity and have increased inventories to meet this demand. We are also taking pricing actions and making mix management decisions to improve our profitability and create additional flex capacity for attractive incremental volume.

Results of Operations – Three Months Ended September 30, 2010 vs. Three Months Ended September 30, 2009

Net Sales

Net sales for the three months ended September 30, 2010 were $351.7 million, which was a 50 percent increase over the same period a year ago. Excluding surcharge revenue, sales increased 40 percent. Overall, pounds shipped were 39 percent higher than the first fiscal quarter a year ago. Demand in our key end markets continues to strengthen. In addition to ongoing strong demand for materials used in aerospace engines, we have seen a significant pick-up in our energy business. This includes increased demand for materials used in power generation and our expanded participation in oil and gas applications.

Geographically, sales outside the United States increased 53 percent from the same period a year ago to $109.8 million. Net sales in Europe were up 42 percent on 36 percent higher volume driven mainly by significant broad based growth in most markets particularly in our key target markets aerospace and energy. Revenues increased 63 percent in Asia on 45 percent higher volume driven by significant broad based growth in most markets. International sales remained the same at 31 percent of total net sales for the quarter ended September 30, 2010 compared to the quarter ended September 30, 2009.

Sales by End-Use Markets

We sell to customers across diversified end-use markets. The table below includes comparative information for our estimated sales by end-use markets:


	Three Months Ended September 30,				$ Increase		% Increase
($ in millions)	2010		2009		$ Increase		% Increase
Aerospace	$	146.1	$	103.1	$	43.0		42	%
Industrial		83.0		49.5		33.5		68
Energy		29.9		12.2		17.7		145
Medical		28.7		26.0		2.7		10
Consumer		33.7		23.3		10.4		45
Automotive		30.3		19.6		10.7		55

Total net sales	$	351.7	$	233.7	$	118.0		50	%

The following table includes comparative information for our estimated net sales by the same principal end-use markets, but excluding surcharge revenue:


	Three Months Ended September 30,				$ Increase		% Increase
($ in millions)	2010		2009		$ Increase		% Increase
Aerospace	$	107.6	$	81.3	$	26.3		32	%
Industrial		60.1		41.3		18.8		46
Energy		24.3		9.5		14.8		156
Medical		24.8		21.4		3.4		16
Consumer		24.8		18.2		6.6		36
Automotive		22.1		16.2		5.9		36

Total net sales excluding surcharge revenues	$	263.7	$	187.9	$	75.8		40	%

Sales to the aerospace market increased 42 percent from the first quarter a year ago to $146.1 million. Excluding surcharge revenue, sales increased 32 percent from the first quarter a year ago on 29 percent higher shipment volume. Aerospace results reflect the fourth consecutive quarter of strong demand for engine components and the beginning stages of improved fastener order activity.

Industrial market sales increased 68 percent from the first quarter a year ago to $83.0 million. Excluding surcharge revenue, sales increased approximately 46 percent on a 36 percent increase in shipment volume. The year-over-year result reflects increased overall demand for industrial products that outpaced general market growth rates. There was also a positive mix shift to higher value fittings and semiconductor applications.

Sales to the energy market of $29.9 million reflected a 145 percent increase from the first quarter a year ago. Excluding surcharge revenue, sales increased 156 percent from a year ago on higher shipment volume of 149 percent. The year-over-year increase reflects sharply higher demand and expansion into new applications for materials used in the oil and gas sectors as well as recovering demand for high value materials used in industrial gas turbines.

Sales to the medical market increased 10 percent from a year ago to $28.7 million. Excluding surcharge revenue, sales increased 16 percent on higher shipment volume of 9 percent. The year-over-year increase reflects increased demand and re-stocking of titanium products within the supply chain.

Sales to the consumer market increased 45 percent to $33.7 million from a year ago. Excluding surcharge revenue, sales increased 36 percent, while shipment volume increased by 38 percent. Increases in volumes and revenues resulted from supply chain inventory restocking and demand growth from Asia for fasteners and electronic applications.

Automotive market sales increased 55 percent from the first quarter a year ago to $30.3 million. Excluding surcharge revenue, sales increased 36 percent on 46 percent higher shipment volume. The year-over-year volume increase reflects demand growth related to fuel system components as well as strong shipments of lower value automotive valves.

Sales by Product Class

The following table includes comparative information for our net sales by major product class:


	Three Months Ended September 30,				$ Increase		% Increase
($ in millions)	2010		2009		$ Increase		% Increase
Special alloys	$	180.8	$	120.8	$	60.0		50	%
Stainless steels		119.2		74.0		45.2		61
Titanium products		34.0		26.8		7.2		27
Other materials		17.7		12.1		5.6		46

Total net sales	$	351.7	$	233.7		118.0		50	%

The following table includes comparative information for our net sales by the same major product class, but excluding surcharge revenue:


	Three Months Ended September 30,				$ Increase		% Increase
($ in millions)	2010		2009		$ Increase		% Increase
Special alloys	$	122.4	$	88.2	$	34.2		39	%
Stainless steels		91.3		61.0		30.3		50
Titanium products		34.0		26.8		7.2		27
Other materials		16.0		11.9		4.1		34

Total net sales excluding surcharge revenues	$	263.7	$	187.9	$	75.8		40	%

Sales of special alloys products increased 50 percent from a year ago. Excluding surcharge revenue, sales increased 39 percent on a 41 percent increase in shipment volume. The sales increase principally reflects the increase in demand for special alloys used in the aerospace and energy markets.

Sales of stainless steels increased 61 percent from a year ago to $119.2 million. Excluding surcharge revenue, sales increased 50 percent on 40 percent higher shipment volume. Stainless steels sales benefited from increased shipments of material used in the medical, automotive and consumer markets.

Sales of titanium products increased 27 percent from a year ago to $34.0 million. Excluding surcharge revenue, sales increased 27 percent on 41 percent higher volume. The results reflect increased demand for titanium products used in the aerospace and medical end-use markets offset by the impact of lower titanium prices during the current quarter as compared with the prior year quarter.

Gross Profit

Our gross profit in the first quarter increased 159 percent to $49.8 million, or 14.2 percent of net sales (18.9 percent of net sales excluding surcharges), as compared with $19.2 million, or 8.2 percent of net sales (10.2 percent of net sales excluding surcharges), in the same quarter a year ago. The higher gross profit in this year’s first quarter was driven by significantly higher volumes and better overall cost performance, partially offset by a slightly weaker product mix. The overall mix results are comprised of strong margins in our Premium Alloy Operations segment, more than offset by weaker mix in our Advanced Metals Operations segment as result of taking on increased volumes over the last year in lower value applications within automotive and other markets.

Our surcharge mechanism is structured to recover increases in raw material costs, although generally with a lag effect. While the surcharge generally protects the absolute gross profit dollars, it does have a dilutive effect on gross margin as a percent of sales. The following represents a summary of the dilutive impact of the surcharges on gross margin for the comparative three-month periods. See the section “Non-GAAP Financial Measures” below for further discussion of these financial measures.


	Three Months Ended September 30,
($ in millions)	2010			2009
Net sales	$	351.7		$	233.7
Less: surcharge revenue		88.0			45.8

Net sales excluding surcharges	$	263.7		$	187.9

Gross profit	$	49.8		$	19.2

Gross margin		14.2	%		8.2	%

Gross margin excluding dilutive effect of surcharges		18.9	%		10.2	%

Selling, General and Administrative Expenses

Selling, general and administrative expenses of $35.7 million were 10.2 percent of net sales (13.5 percent of net sales excluding surcharges) as compared with $32.5 million or 13.9 percent of net sales (17.3 percent of net sales excluding surcharges) in the same quarter a year ago. The year-over-year increase is due to higher variable compensation accruals versus the prior period and increases associated with resources added to drive strategic growth initiatives.

Operating Income (Loss)

Our operating income in the first quarter increased to $14.1 million as compared with a loss of $13.3 million in the same quarter a year ago. Excluding surcharge revenue and pension earnings, interest and deferrals, operating margin was 8.7 percent for the quarter as compared with a negative 2.0 percent a year ago. There was little impact in the current quarter from LIFO effects.

Operating income has been significantly impacted by our pension earnings, interest and deferrals (“pension EID”) expense, which may be volatile based on conditions in the financial markets. The following presents our operating income and operating margin, in each case excluding the impact of surcharges on net sales and excluding the impacts of pension EID expense from operating income. We present and discuss these financial measures because management believes removing the impact of volatile and non-recurring charges provides a more consistent and meaningful basis for comparing results of operations from period to period. See the section “Non-GAAP Financial Measures” below for further discussion of these financial measures.


($ in millions)	Three Months Ended September 30,
($ in millions)	2010			2009
Net sales	$	351.7		$	233.7
Less: surcharge revenue		88.0			45.8

Net sales excluding surcharges	$	263.7		$	187.9

Operating income (loss)	$	14.1		$	(13.3	)
Add back: Pension EID expense		8.8			9.5

Operating income (loss) excluding pension EID expense	$	22.9		$	(3.8	)

Operating margin excluding surcharges and pension EID expense		8.7	%		(2.0	)%

In addition to the impacts of the surcharge mechanism and pension EID expense, fluctuations in raw material prices (combined with fluctuations in inventory levels) and the lag effect of the surcharge mechanism have impacted our operating income (loss) from quarter to quarter. We estimate that the effect of such combined fluctuations negatively impacted operating margin by 80 basis points during the recent first quarter and also had a negative impact of 170 basis points on our operating margin during the prior year’s first quarter.

Interest Expense

Interest expense for the quarter was $4.2 million, as compared with $4.3 million in the same quarter in the prior year. The decrease in interest expense is attributable to the reductions in outstanding debt related to prior year repayments offset by lower capitalized interest costs during fiscal year 2011.

Other Income, Net

Other income was $1.6 million for the recent quarter compared with $1.5 million in the first quarter a year ago.

Income Taxes

Business Segment Results

We have two reportable business segments: Advanced Metals Operations (“AMO”) and Premium Alloys Operations (“PAO”).

The following table includes comparative information for our net sales by business segment:


	Three Months Ended September 30,						$ Increase/ (Decrease)			% Increase/ (Decrease)
($ in millions)	2010			2009			$ Increase/ (Decrease)			% Increase/ (Decrease)
Advanced Metals Operations	$	246.6		$	175.3		$	71.3			41	%
Premium Alloys Operations		107.7			59.3			48.4			82
Intersegment		(2.6	)		(0.9	)		(1.7	)		189

Total net sales	$	351.7		$	233.7		$	118.0			50	%

The following table includes comparative information for our net sales by business segment, but excluding surcharge revenue:


	Three Months Ended September 30,						$ Increase/ (Decrease)			% Increase/ (Decrease)
($ in millions)	2010			2009			$ Increase/ (Decrease)			% Increase/ (Decrease)
Advanced Metals Operations	$	191.0		$	145.7		$	45.3			31	%
Premium Alloys Operations		75.3			43.1			32.2			75
Intersegment		(2.6	)		(0.9	)		(1.7	)		189

Total net sales excluding surcharge revenue	$	263.7		$	187.9		$	75.8			40	%

Advanced Metals Operations Segment

Net sales for the quarter ended September 30, 2010 for the AMO segment increased 41 percent to $246.6 million, as compared with $175.3 million in the same quarter a year ago. Excluding surcharge revenue, net sales increased 31 percent on 30 percent higher shipment volume from a year ago. The results reflect increased shipment volume related to higher demand in the automotive, industrial and consumer markets.

Operating income for the AMO segment was $8.6 million or 3.5 percent of net sales (4.5 percent of net sales excluding surcharge revenue) in the recent quarter, as compared with a loss of $2.6 million or 1.5 percent of net sales (1.8 percent of net sales excluding surcharge revenue) in the same quarter a year ago. The increase in operating income reflects the impacts of the higher volumes offset by a weaker product mix resulting from growth within the lower value markets.

Premium Alloys Operations Segment

Net sales for the quarter ended September 30, 2010 for the PAO segment increased 82 percent to $107.7 million, as compared with $59.3 million in the same quarter a year ago. Excluding surcharge revenue, net sales increased 75 percent on 80 percent higher shipment volume from a year ago. The increase in net sales is due to strong demand in the aerospace and energy markets.

Operating income for the PAO segment was $24.3 million or 22.6 percent of net sales (32.3 percent of net sales excluding surcharge revenue) in the recent quarter, compared with $7.9 million or 13.3 percent of net sales (18.3 percent of net sales excluding surcharge revenue) in the same quarter a year ago. The increase in operating income reflects the impacts of the significantly higher volume particularly in high value applications used in the aerospace and energy markets.

Liquidity and Financial Condition

We have the ability to generate cash to meet our needs through cash flow from operations, management of working capital and the availability of outside sources of financing to supplement internally generated funds. We believe that our cash and cash equivalents and short-term marketable securities of approximately $327 million as of September 30, 2010, together with cash generated from operations and available borrowing capacity of approximately $196 million under our credit facilities, will be sufficient to fund our operating activities, planned capital expenditures, current maturities of long-term debt totaling $100 million and other obligations for the foreseeable future.

Our strong balance sheet position allows us to fund growth initiatives, both organic and external, while maintaining an appropriately conservative financial structure given the inherent cyclicality of our industry. We reclassified the $100 million notes that mature in August 2011 from long-term debt to current portion of long term debt on our consolidated balance sheet as of September 30, 2010. It is our intent to refinance that note upon maturity and we have begun to hedge the risk of rates rising between now and the refinancing date.

Our revolving credit facility expires November 2012 and contains a revolving credit commitment of $200 million. As of September 30, 2010, we had $3.8 million of issued letters of credit under the revolving credit facility. The balance of the revolving credit facility ($196.2 million) remains available to us. The revolving credit facility contains financial covenants, including maintenance of an interest coverage ratio and a debt-to-capital ratio.

As of September 30, 2010, we were in compliance with all the covenants of the credit facility. The following table shows our actual ratio performance with respect to the financial covenants, as of September 30, 2010:

During the three months ended September 30, 2010, our free cash flow, which we define under “Non-GAAP Financial Measures” below, was negative $46.5 million as compared to $17.8 million for the same period a year ago. The free cash flow in the three months ended September 30, 2010 principally reflects the impacts of investment in increased inventory levels to support growing customer demand.

Capital expenditures for plant, equipment and software were $8.1 million for the three months ended September 30, 2010, as compared with $11.3 million for the same period a year ago. We expect to finish the fiscal year with about $70 million of capital expenditures.

Dividends during the three months ended September 30, 2010 and 2009 were $8.0 million, and were paid at the same quarterly rate of $0.18 per share of common stock in both periods.

Non-GAAP Financial Measures

The following provides additional information regarding certain non-GAAP financial measures that we use in this report. Our definitions and calculations of these items may not necessarily be the same as those used by other companies.

Net Pension Expense Per Diluted Share


	Three Months Ended September 30,
($ in millions, except per share data)	2010			2009
Pension plans expense	$	13.5		$	13.5
Other postretirement benefit plans expense		1.7			1.8

		15.2			15.3
Income tax benefit		(5.7	)		(6.1	)

Net pension expense	$	9.5		$	9.2

Weighted average diluted common shares		44.5			43.9

Net pension expense per diluted share	$	0.21		$	0.21

Management believes that net pension expense per diluted share is helpful in analyzing the operational performance of the Company from period to period.

Net Sales and Gross Margin Excluding Surcharges

This report includes discussions of net sales and gross margin as adjusted to exclude the impact of raw material surcharges, which represent financial measures that have not been determined in accordance with U.S. GAAP. We present and discuss these financial measures because management believes removing the impact of raw material surcharges from net sales and gross margin provides a more consistent basis for comparing results of operations from period to period for the reasons discussed earlier in this report. See our earlier discussion of gross profit for a reconciliation of net sales and gross margin excluding surcharges to net sales as determined in accordance with U.S. GAAP.

Operating Income and Operating Margin Excluding Surcharges and Pension EID Expense

This report includes discussions of operating income and operating margin as adjusted to exclude the impact of raw material surcharges and pension EID expense, which represent financial measures that have not been determined in accordance with U.S. GAAP. We present and discuss these financial measures because management believes removing the impact of raw material surcharges from net sales provides a more consistent and meaningful basis for comparing results of operations from period to period for the reasons discussed earlier in this report. In addition, management believes that excluding pension earnings, interest and deferrals expense from operating income and operating margin is helpful in analyzing our operating performance particularly as pension EID expense may be volatile due to changes in the financial markets. See our earlier discussion of operating income for a reconciliation of operating income and operating margin excluding pension EID expense to operating income and operating margin determined in accordance with U.S. GAAP.

Free Cash Flow

The following provides a reconciliation of free cash flow, as used in this report, to its most directly comparable U.S. GAAP financial measures:


	Three Months Ended September 30,
($ in millions)	2010			2009
Net cash (used for) provided from operating activities	$	(30.5	)	$	36.2
Purchases of property, equipment, and software		(8.1	)		(11.3	)
Proceeds from disposals of property and equipment		0.1			0.9
Dividends paid		(8.0	)		(8.0	)

Free cash flow	$	(46.5	)	$	17.8

Management believes that the presentation of free cash flow provides useful information to investors regarding our financial condition because it is a measure of cash generated which management evaluates for alternative uses. It is management’s current intention to use excess cash to fund investments in capital equipment, acquisition opportunities and consistent dividend payments. Free cash flow is not a U.S. GAAP financial measure and should not be considered in isolation of, or as a substitute for, cash flows calculated in accordance with U.S. GAAP.

Contingencies

Environmental

We are subject to various federal, state, local and international environmental laws and regulations relating to pollution, protection of public health and the environment, natural resource damages and occupational safety and health. Although compliance with these laws and regulations may affect the costs of our operations, compliance costs to date have not been material. We have environmental remediation liabilities at some of our owned operating facilities and have been designated as a potentially responsible party (“PRP”) with respect to certain third-party Superfund waste disposal sites and other third party owned sites. Additionally, we have been notified that we may be a PRP with respect to other Superfund sites as to which no proceedings have been instituted against us. Neither the exact amount of remediation costs nor the final method of their allocation among all designated PRP’s at these Superfund sites has been determined. The liability for future environmental remediation costs is evaluated on a quarterly basis. We accrue amounts for environmental remediation costs that represent our best estimate of the probable and reasonably estimable costs related to environmental remediation. During the three months ended September 30, 2010, no additional accruals were recorded. The liabilities recorded for environmental remediation costs at Superfund sites, at other third party-owned sites and at Company-owned current or former operating facilities were $4.9 million at September 30, 2010 and June 30, 2010.

Estimates of the amount and timing of future costs of environmental remediation requirements are inherently imprecise because of the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the PRP’s. Based upon information currently available, such future costs are not expected to have a material effect on our financial position, results of operations or cash flows. However, such costs could be material to our financial position, results of operations or cash flows in a particular future quarter or year.

Boarhead Farms

In June 2002, we were named as a defendant in a lawsuit filed by a group of plaintiffs in the District Court for the Eastern District of Pennsylvania titled Boarhead Farm Agreement Group v. Advanced Environmental Technology Corporation et al. (since amended to include the individual members). The suit alleges that we and the other named defendants contributed to damages caused at Boarhead Farms, a Superfund site located in Bridgeton, Pennsylvania. The Boarhead Farms site was the home of a now defunct chemical and waste hauling company that we engaged to dispose of certain wastes during the 1970’s. The plaintiff group was individually named as PRP’s for the Boarhead site in the EPA’s “Record of Decision” in November 1998. Their suit, in June of 2002, against various defendants, including Carpenter, sought contributions for a portion of costs incurred for various site cleanup activities as well as contributions to future cleanup efforts. The suit went to trial in June 2008. Prior to trial, all of the named co-defendants, except for Carpenter, reached an out of court settlement with the plaintiffs. We denied the claims made by the plaintiff group. On August 18, 2008, the Court awarded the plaintiffs judgment against us for 80 percent of the plaintiffs’ past costs of remediating the site, including prejudgment interest from June 18, 2002 to January 1, 2008, and held us liable for 80 percent of future costs of the cleanup activities at the site. We appealed the Court’s decision and oral arguments took place before the United States Court of Appeals for the Third Circuit on December 17, 2009. On April 12, 2010, the Court of Appeals for the Third Circuit vacated the previous judgment by the District Court and remanded the case for further proceedings. We intend to continue to defend against the claims in this case, but are unable to predict the outcome of the proceedings at this time. As of September 30, 2010 and June 30, 2010, we recorded a liability related to this case of $21.8 million.

Duty Drawback

Historically, we have participated in a program offered by U.S. Customs and Border Protection (“U.S. Customs”) known as duty drawback. Under the program, we claimed a refund of import duties on items manufactured and exported to customers in foreign countries. Certain vendors prepared certificates authorizing us to claim duty drawback refunds against imported goods purportedly shipped by the vendor to us. Because of the complexity of the program, we engaged a licensed U.S. customs broker specializing in duty drawback claims. The customs broker was responsible for performing the administration of the process which included maintaining and collecting various forms of supporting evidence for each claim including collecting appropriate certificates from vendors, as well as preparing and submitting the refund claims.

In fiscal year 2008, we received notice from U.S. Customs that we were under investigation related to claims previously filed by the customs broker on our behalf. The investigation alleged certain discrepancies and a lack of supporting documentation for the claims that had been filed by the broker. We initiated an internal review of the claims filed with U.S. Customs to determine the extent of claims that may have inadequate supporting documentation and we also engaged a new licensed U.S. customs broker. We have cooperated fully with U.S. Customs’ investigation of this matter. As of the date of this filing, our internal review remains ongoing due to the extensive amount of documentation that must be compiled and reviewed.

During the period our customs broker was filing claims on our behalf, July 2003 through December 2006, we applied for and received refund claims totaling $6.9 million. While the ultimate outcome of the U.S. Customs investigation and our internal review is not yet known, based on current facts we believe that the net remaining reserve recorded as of September 30, 2010 of $2.5 million is a reasonable estimate of the probable loss that will result from the investigation. We do not expect that any additional material liabilities will be incurred.

Export Regulations

In fiscal year 2008, we became aware of potential violations of federal export regulations at a business unit that has since been divested. Upon investigation, we discovered that approximately 40 foreign nationals employed over time at the business unit’s facility may have been exposed to protected technical data related to the production of various products for military applications. An export license from the Department of State and the Department of Commerce is required prior to the exporting of technical data for military applications. We have applied for and received similar applications for other business units, but did not have such a license for the divested business unit. Violations of federal export regulations can be subject to civil penalties depending upon the severity of the violation. We filed voluntary disclosures with the Department of State and the Department of Commerce before the divestiture of the business unit on March 31, 2008. The Department of State responded to the voluntary disclosure without assessing civil penalties. The Department of Commerce has not yet responded to the voluntary disclosure. It is not possible to determine the amount, if any, of civil penalties that may be assessed by the Department of Commerce. As a result, we have not recorded any liability for potential penalties as of September 30, 2010.

Other

We are defending various routine claims and legal actions that are incidental to our business, and we are subject to contingencies that are common to our operations, including those pertaining to product claims, commercial disputes, employment actions, employee benefits, compliance with domestic and foreign laws, personal injury claims and tax issues. We provide for costs relating to these matters when a loss is probable and the amount of the loss is reasonably estimable. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount and timing (both as to recording future charges to operations and cash expenditures) of the resolution of such matters. While it is not feasible to determine the outcome of these matters, we believe that the total liability from these matters will not have a material effect on our financial position, results of operations or cash flows over the long-term. However, there can be no assurance that an increase in the scope of pending matters, or that any future lawsuits, claims, proceedings or investigations, will not be material to our financial position, results of operations or cash flows in a particular future quarter or year.

Critical Accounting Policies and Estimates

Inventories

Inventories are stated at the lower of cost or market. The cost of inventories is primarily determined using the LIFO method. Costs include direct materials, direct labor and applicable manufacturing overhead, and other direct costs. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these materials and other costs may have been incurred at significantly different values due to the length of time of our production cycle. The prices for many of the raw materials we use have been volatile. Because we value most of our inventory utilizing the LIFO inventory costing methodology, rapid changes in raw material costs have an impact on our operating results. In a period of rising prices, cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold.

Since the LIFO inventory valuation methodology is designed for annual determination, interim estimates of the annual LIFO valuation are required. We recognize the effects of the LIFO inventory valuation method on an interim basis by estimating the expected annual LIFO cost based on cost increases or decreases to date. These projections of annual LIFO inventory valuation reserve changes are updated quarterly and are evaluated based upon material, labor and overhead costs.

Other Critical Accounting Policies and Estimates

A summary of other significant accounting policies is discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended June 30, 2010.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains various “Forward-looking Statements” pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements, which represent our expectations or beliefs concerning various future events, include statements concerning future revenues, earnings and liquidity associated with continued growth in various market segments and cost reductions expected from various initiatives. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected, anticipated or implied. The most significant of these uncertainties are described in our annual report on Form 10-K for the year ended June 30, 2010. They include but are not limited to: (1) the cyclical nature of the specialty materials business and certain end-use markets, including aerospace, industrial, automotive, consumer, medical, and energy, or other influences on our business such as new competitors, the consolidation of competitors, customers, and suppliers or the transfer of manufacturing capacity from the United States to foreign countries; (2) our ability to achieve cost savings, productivity improvements or process changes; (3) the volatility of, and our ability to recoup increases in, the cost of energy, raw materials, freight or other factors; (4) domestic and foreign excess manufacturing capacity for certain metals; (5) fluctuations in currency exchange rates; (6) the degree of success of government trade actions; (7) the valuation of the assets and liabilities in our pension trusts and the accounting for pension plans; (8) possible labor disputes or work stoppages; (9) the potential that our customers may substitute alternate materials or adopt different manufacturing practices that replace or limit the suitability of our products; (10) the ability to successfully acquire and integrate acquisitions; (11) the availability of credit facilities to us, our customers or other members of the supply chain; (12) the ability to obtain energy or raw materials, especially from suppliers located in countries that may be subject to unstable political or economic conditions; (13) our manufacturing processes are dependent upon highly specialized equipment located primarily in one facility in Reading, Pennsylvania and for which there may be limited alternatives if there are significant equipment failures or catastrophic events; and (14) our future success depends on the continued service and availability of key personnel, including members of our executive management team, management, metallurgists and other skilled personnel and the loss of these key personnel could affect our ability to perform until suitable replacements are found. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We undertake no obligation to update or revise any forward-looking statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We use derivative financial instruments to reduce certain types of financial risk. Firm price sales arrangements involve a risk of profit margin fluctuations particularly as raw material prices have been volatile. As discussed in Note 11 to the consolidated financial statements included in Part I, Item 1, “Financial Statements”, in order to reduce the risk of fluctuating profit margins on these sales, we enter into commodity forward contracts to purchase certain critical raw materials necessary to produce the products sold under the firm price sales arrangements. If a customer fails to perform its obligations under the firm price sales arrangements, we may realize losses as a result of the related commodity forward contracts. These customers have historically performed under these arrangements and we believe that they will honor such obligations in the future.

We are actively involved in managing risks associated with energy resources. Risk containment strategies include interaction with primary and secondary energy suppliers as well as obtaining adequate insurance coverage to compensate us for potential business interruption related to lack of availability of energy resources. In addition, we have used forwards and options to fix the price of a portion of our anticipated future purchases of certain energy requirements to protect against the impact of significant increases in energy costs. We also use surcharge mechanisms to offset a portion of these charges where appropriate.

Fluctuations in foreign currency exchange rates could subject us to risk of losses on anticipated future cash flows from our international operations or customers. Foreign currency forward contracts are used to hedge certain foreign exchange risk.

We have used interest rate swaps to achieve a level of floating rate debt relative to fixed rate debt where appropriate.

All hedging strategies are reviewed and approved by senior financial management before being implemented. Senior financial management has established policies regarding the use of derivative instruments that prohibit the use of speculative or leveraged derivatives. Market valuations are performed at least quarterly to monitor the effectiveness of our risk management programs.

Our pension plan assets are invested in different asset classes including large-, mid- and small-cap growth and value funds, index and international equity funds, short-term and medium-term duration fixed-income funds and high yield funds. The plan’s current allocation policy is to invest approximately 60 percent of plan assets in U.S. and international equities and 40 percent of plan assets in fixed income securities.

The status of our financial instruments as of September 30, 2010 is provided in Note 10 to the consolidated financial statements included in Part I, Item 1, “Financial Statements.” of this Quarterly Report on Form 10-Q. Assuming on September 30, 2010, (a) an instantaneous 10 percent decrease in the price of raw materials and energy for which we have commodity forward contracts, and (b) a 10 percent strengthening of the U.S. dollar versus foreign currencies for which foreign exchange forward contracts existed, our results of operations would not have been materially affected in either scenario.

Item 4.

Controls and Procedures

(a) Evaluation of Effectiveness of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of September 30, 2010. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2010 were effective in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required under the Securities and Exchange Commission’s rules and forms, including a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2010 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Pending legal proceedings involve ordinary routine litigation incidental to our business, which we do not believe would have a material adverse effect on our business regardless of their outcome.

Item 1A.

Risk Factors

We have evaluated the risks associated with our business and operations and determined that those risk factors included in Part 1, Item 1A of our Annual Report on Form 10-K adequately disclose the material risks that we face.

Item 6.

Exhibits


Exhibit No.		Description

10 (A)		Amended and Restated Carpenter Technology Corporation Change in Control Severance Plan, incorporated herein by reference to Exhibit 10.1 of Carpenter’s Current Report on Form 8-K filed on September 3, 2010.

10 (B)		Form of Restricted Unit Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Plan for Officers and Key Employees) is attached as an Exhibit to this Quarterly Report on Form 10-Q.

10 (C)		Employment Letter Agreement of David Strobel, dated September 2, 2010, is attached as an Exhibit to this Quarterly Report on Form 10-Q.

10 (D)		Employment Agreement of Michael L. Shor, dated September 2, 2010, is attached as an Exhibit to this Quarterly Report on Form 10-Q.

10 (E)		Agreement, dated September 2, 2010, by and between the Company and Dr. Sunil Y. Widge, is attached as an Exhibit to this Quarterly Report on Form 10-Q.

10 (F)		Employment Letter of Agreement of James Dee, dated August 13, 2010, is attached as an Exhibit to this Quarterly Report on Form 10-Q.

10 (G)		Form of Indemnification Agreement, entered into between Carpenter and each of the directors and the following executive officers: William A. Wulfsohn, K. Douglas Ralph, David L. Strobel, Sunil Y. Widge and James D. Dee, is incorporated herein by reference to Exhibit 10 (J) of Carpenter’s 2005 Annual Report on Form 10-K filed September 9, 2005.

31 (A)		Certification of Chief Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act, as amended. (filed herewith)

31 (B)		Certification of Chief Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act, as amended. (filed herewith)

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

101		The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned duly authorized officer, on its behalf and in the capacity indicated.


		Carpenter Technology Corporation
		(Registrant)

Date: November 5, 2010		/ S / K. D OUGLAS R ALPH
		K. Douglas Ralph
		Senior Vice President
		and Chief Financial Officer

Exhibit 10(B)

CARPENTER TECHNOLOGY CORPORATION

STOCK-BASED INCENTIVE COMPENSATION PLAN

FOR OFFICERS AND KEY EMPLOYEES

RESTRICTED STOCK UNIT AWARD AGREEMENT

AGREEMENT, effective as of [DATE] (the “Award Date”) by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [EMPLOYEE NAME] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), a copy of which is attached. The terms, conditions and provisions of the Plan are applicable to this Award Agreement and are incorporated by reference.

1. Grant of Award . Participant has been granted an Award of Restricted Stock Units under the Plan for Fiscal Year [20XX] , comprised of an aggregate of the number of Restricted Stock Units set forth below (collectively, the “Units”).

2. Duration of Restriction Period . The Restriction Period with respect to the Units will lapse [check applicable box]:

One Year Performance-Based/Graded Vesting . , 20 for 50% of the Units and , 20 for the remainder of the Units.

Time-Based/Cliff Vesting . [VEST DATE = 3 YEARS AFTER GRANT].

3. Conditions of Forfeiture . Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the applicable Restriction Period immediately upon termination of Participant’s employment with the Company. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.

4. Lapse of Restrictions on Death, Disability or Retirement . Notwithstanding any provision hereof to the contrary, in the event of termination of Participant’s employment prior to vesting by reason of (i) death, (ii) Disability, or (iii) Retirement, the Units will not be forfeited and the Participant shall become vested with respect to the Units on the same date as such death, Disability or Retirement.

5. Time and Form of Payment . Payment of Units shall be made as soon as practicable (but not later than 30 days) following the close of the Restriction Period or, if earlier, within 30 days following the earlier of the Participant’s death, Disability, or Retirement that constitutes a “Separation from Service” within the meaning of Code Section 409A. Payment shall be in the form of a number of shares of Common Stock equal to the number of Units subject hereto. Notwithstanding anything herein to the contrary, if the Participant’s Award is subject to the application of Code Section 409A and if the Participant is a “Specified Employee” within the meaning of Code Section 409A and the Treasury regulations and other guidance thereunder, the Participant may not receive payment with respect to any Units earlier than 6 months following the Participant’s separation from service, except that in the event of the Participant’s earlier death, such Units shall be paid within 30 days after the Company receives notice of the Participant’s death.

6. Voting Rights . The Participant will not have the right to vote with respect to the Units prior to payment of Common Stock in satisfaction of the Units.

7. Dividend Equivalencies . The Company will pay, with respect to dividends paid on Common Stock prior to payment of Common Stock in satisfaction of the Units, an amount equivalent to the dividend that would have been paid on the Common Stock subject to the Units. The dividend equivalencies provided hereunder shall be paid within 30 days following the date the dividend was paid to the holders of the Company’s Common Stock and shall be in the form of (a) cash or (b) additional Units, which shall be subject to the provisions of this Award Agreement and added to the number of Units awarded hereunder. Notwithstanding the preceding, a dividend equivalent shall be forfeited if the Participant terminates employment with the Company for any reason prior to the payment date of the dividend equivalent.

8. Change in Control . Upon the occurrence of a Change in Control, any remaining conditions on forfeiture with respect to the Units shall immediately lapse pursuant to Section 8 of the Plan.

9. Tax Withholding . Participant authorizes the Company to deduct, to the extent required by statute or regulation, from payments of any kind due to Participant or anyone claiming through Participant, the aggregate amount of any federal, state, local or other taxes required to be withheld in respect of any present or future Award under the Plan. Participant acknowledges and agrees that FICA (Social Security and Medicare) taxes shall become due immediately upon the Participant’s attainment of Retirement-eligibility during the Restriction Period, regardless of whether Participant actually incurs Retirement.

10. Non-competition Covenant . This Section 10 shall be and become effective upon the Participant’s termination of Company employment or otherwise at the Committee’s (as defined in the Plan) discretion.

Participant’s Promises . Participant shall not for a period of eighteen (18) months after termination of Company employment, either himself or together with other persons, directly or indirectly, (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of or become the employee, consultant or independent contractor of any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, or metal fabricated parts or components similar to or competitive with those manufactured by the Company as of the date the Participant’s Company employment ends; (ii) offer services to any business that is or has been at any time during a period of three (3) years prior to the Participant’s termination of Company employment a customer, vendor or contractor of the Company; or (iii) solicit any employee of the Company to terminate his or her employment with the Company for purposes of hiring such employee or hire any person who is an employee of the Company.

Remedies . Participant acknowledges and agrees that in the event that Participant breaches any of the covenants in this Section 10, the Company will suffer immediate and irreparable harm and injury for which the Company will have no adequate remedy at law. Accordingly, in the event that Participant breaches any of the covenants in Section 10, the Company shall be absolutely entitled to obtain equitable relief, including without limitation temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance. The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Company. In addition to the other remedies in this Section to which the Company may be entitled, the Company shall receive attorneys’ fees and any other expenses incident to its maintenance of any action to enforce its rights under this Agreement.

11. Severability . The covenants in this Agreement are severable, and if any covenant or portion thereof is held to be invalid or unenforceable for any reason, such covenant or portion thereof shall be modified to the extent necessary to cure such invalidity or unenforceability and all other covenants and provisions shall remain valid and enforceable.

12. Notices to Participant . Any notices or deliveries to Participant hereunder or under the Plan shall be directed to Participant at the address reflected for Participant on the Company’s payroll records or at such other address as Participant may designate in writing to the Company.

13. Binding Effect . Subject to the terms of the Plan, this Agreement shall be binding upon and inure to the benefit of the Company and its assigns, and Participant, his heirs and personal representatives.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) set forth below.


	CARPENTER TECHNOLOGY CORPORATION

By:	/s/ William A. Wulfsohn	Date:
	William A. Wulfsohn President and Chief Executive Officer
	PARTICIPANT

		Date:
	[EMPLOYEE NAME]

Number of Award Units:

Exhibit 10(C)

LOGO

Carpenter Technology Corporation

PO Box 14662

Reading, PA 19612-4662

Tel: 610.208.2000

September 2, 2010

Via Hand Delivery

Re:

Employment as SVP – Global Operations

Dear David Strobel,

On behalf of Carpenter Technology Corporation (the “ Company ”), we are pleased to confirm our promotional offer to you on the terms below stated.


Title and Reporting		You will serve as the Company’s SVP – Global Operations, reporting directly to me.

Effective Date		September 7, 2010

Annual Base Salary		$250,000

Annual Bonus		You will be eligible to participate in the Company’s Executive Bonus Compensation Plan, or such successor arrangement (if any) as the Board may from time to time establish. Your target annual bonus opportunity for the fiscal year ending June 30, 2011 will be 80% of your annual base salary received during the fiscal year. Zero to 200% of target will be earned based on achievement of Return on Net Assets (RONA), Operating Income, Revenue, On-Time Delivery and Safety performance objectives during the fiscal year ending June 30, 2011. The relevant corporate performance objectives are determined by the Board or its Human Resources Committee each fiscal year.

-1-

Annual Equity Awards

The Company generally makes equity awards to its senior executives annually. The terms of those awards are determined by the Board or its Human Resources Committee. You will receive the following equity incentives for fiscal year 2011:

1) A non-qualified stock option to purchase common stock of the Company with a grant date fair value, as determined by the Company, equal to $37,500. This award is in addition to 2,956 stock options previously received at the beginning of the fiscal year. The number of stock options will be determined by using Black-Scholes valuation, which is based on the strike price on the grant date. The exercise price of this option will be the closing price of the Company’s common stock on the grant date. This option will vest and become exercisable as follows: 1/3 per year on each of the first, second and third anniversaries of the grant date, subject in each case to your continued service through the applicable vesting date.

The grant date for your stock option award will be the effective date of your promotion. You will receive an award agreement setting forth the number of options granted, the exercise price and vesting terms after your promotion date.

2) A one-year performance unit opportunity that, at target levels of performance, will result in the grant of 3,005 units that convert to common stock of the Company on a 1:1 basis. This is the total target level of units, not in addition to the target units previously communicated at the beginning of the fiscal year . Zero to 200% of these units will be earned based on the achievement of Earnings Per Share (EPS) performance objectives during the fiscal year ending June 30, 2011 and, to the extent earned, will vest as follows: ¹ / 2 per year on each of June 30, 2012 and June 30, 2013, subject in each case to your continued service through the applicable vesting date. The relevant corporate performance objectives are determined by the Board or its Human Resources Committee each fiscal year.

3) A three-year performance unit opportunity that, at target levels of performance, will result in the grant of 3,434 shares of common stock of the Company. This is the total target level of units, not in addition to the target units previously communicated at the beginning of the fiscal year . Zero to 200% of these units will be earned based on your continued service and the achievement of Total Shareholder Return (TSR) performance objectives during the three year period ending June 30, 2013. The shares subject to the award will only be issued, if at all, once earned and will be fully vested upon issuance. The relevant corporate performance objectives will be determined by the Board or its Human Resources Committee each fiscal year.

-2-


Employee Benefits		You will continue to be eligible to participate in the employee benefit programs applicable to our salaried employees generally. Under current programs, this would include in your case $250,000 of Company-paid group term life insurance and Accidental Death & Dismemberment, and an opportunity to purchase, at your own cost, supplemental term life insurance coverage. ¹ In addition, you will continue participation in the Supplemental Retirement Plan for Executives of Carpenter Technology, Corp.. As previously communicated, accruals in that plan will cease on December 31, 2012. You will also continue to participate in the Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation as well as the three excess benefit plans maintained for certain Company employees whose qualified plan benefits are curtailed by Internal Revenue Code (“Code”) limits. The Company reserves the right to amend, modify or terminate all these plans and programs at any time, in its discretion. Except as herein provided, or as may be hereafter approved by the Board or its Human Resources Committee, you will not be entitled to further compensation or benefits.

Executive Severance Plan		Your employment by the Company is “at will” and may be terminated by the Company or by you at any time. However, if your employment terminates due to a termination by the Company without “cause” or a resignation by you with “good reason” (each, as defined in the attached Plan document), you will be entitled to receive the severance benefits included in the Severance Pay Plan for Executives of Carpenter Technology Corporation attached hereto as Exhibit A .

Change in Control Severance		You will be entitled to severance benefits in the event of a change in control, details of which will be provided to you in the coming weeks. For avoidance of doubt, benefits under this section will be in lieu of, not in addition to, the severance benefits described in the Severance Pay Plan for Executives of Carpenter Technology Corporation.

Intellectual Property, Confidentiality and Restrictive Covenants		In your capacity as SVP – Global Operations, you will be exposed to the Company’s most sensitive and proprietary information and technology, and will be provided with access to the Company’s most valuable and carefully cultivated business relationships. Accordingly, your employment is conditioned upon your execution of the Intellectual Property, Confidentiality and Restrictive Covenant Agreement attached hereto as Exhibit B .

Indemnification		To address your right to indemnification for acts performed in your capacity as an Officer, the Company will enter into an Indemnification Agreement with you substantially in the form attached hereto as Exhibit C .

¹	At present, the maximum supplemental term life insurance coverage available is the lesser of (i) four times base salary or (ii) $2,000,000 less the basic Company-paid coverage amount.

-3-

Miscellaneous

Your ownership of or transactions in securities of the Company will be subject to the Company’s insider trading policies and stock ownership guidelines from time to time in effect.

Reimbursement by the Company of any expense will be subject to Company policies and practices in effect from time to time and will be further subject to the requirements of Treas. Reg. §§ 1.409A-3(i)(1)(iv)(A)(3), (4) and (5).

Any payment or transfer of property to you will be subject to tax withholding to the extent required by applicable law.

This letter constitutes our entire agreement and understanding regarding the matters addressed herein, and merges and supersedes all prior or contemporaneous discussions, agreements, and understandings of every nature between us regarding these matters.

This letter will be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

Congratulations on your new role.


Sincerely,

CARPENTER TECHNOLOGY CORPORATION

By:		/ S / W ILLIAM A. W ULFSOHN
		William A. Wulfsohn
		President & CEO

Acknowledged and agreed to on

this 2nd day of September, 2010:

/ S / D AVID L. S TROBEL

David L. Strobel

-4-

Exhibit 10(D)

AGREEMENT

This Agreement is made and entered into this 2nd day of September, 2010 by and between Michael L. Shor. (“Shor”) of Carpenter Technology Corporation (“Carpenter”), a Delaware corporation that maintains its principal place of business in Reading, Pennsylvania.

Recitals

WHEREAS , Shor has expressed his desire to retire from Carpenter upon attaining his thirty (30) years of continuous service, effective June 29, 2011; and

WHEREAS , Shor further has expressed his desire to begin transitioning from his position of Executive Vice President – AMO and PAO; and

WHEREAS , Carpenter recognizes Shor’s need to transition from his position of Executive Vice President – AMO and PAO, but at the same time desires that Shor continue to provide valuable services for Carpenter until he retires.

NOW, THEREFORE, in consideration of the mutual covenants and promises detailed below, the parties agree as follows:

1.	SPECIAL ADVISOR TO THE C.E.O.

As Shor begins to transition from his position as Executive Vice President—AMO and PAO, he will continue his employment with Carpenter as a Special Advisor to the Chief Executive Officer until the date of his retirement, effective July 1, 2011 (the “Retirement Date”). The parties agree that the position of Special Consultant shall be treated as an employee of Carpenter, and an independent contractor relationship will not be created during the term of Shor’s transition to his Retirement Date. At the discretion of the C.E.O., Shor will be assigned special projects from time to time. Some of these projects will include, but not be limited to, the following:

A. Supporting platinum customer needs (and transition of MLS from executive account support);

B. Consulting on Corporate Development Initiatives;

C. Market Intelligence; and

D. Coach/mentor for Dave Strobel

2.	COMPENSATION

A. Base Salary and Benefits. Shor’s present salary and benefits shall remain in place until his Retirement Date.

B. Executive Bonus Plan. Due to the transition from Executive Vice President—AMO and PAO, Shor only shall be eligible for: (1) a percentage of Base Pay as determined by the Committee administering Carpenter’s Executive Bonus Compensation Plan, calculated for fiscal year 2011 based on his Base Compensation for the period July 1, 2010 through September 30, 2010; and (2) three months of service credit for the period July 1, 2010 through September 30, 2010 of any restricted stock units he may be entitled to under Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees for fiscal year 2011 equity compensation.

3.	UNVESTED STOCK OPTIONS, STOCK AWARDS AND STOCK UNIT AWARDS.

Any time-vested stock options, restricted stock awards or restricted stock units that are outstanding on Shor’s Retirement Date and that are otherwise unvested will survive and become vested on the 30 ^th day following his Retirement Date.

4.	NON-COMPETITION COVENANT

Shor has entered into numerous Restricted Stock Award Agreements and/or Restricted Stock Unit Award Agreements that provide that Shor:

shall not for a period of eighteen (18) months after termination of Company employment, either himself or together with other persons, either directly or indirectly, (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of or become the employee of any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, or metal fabricated parts or components similar to or competitive with those manufactured by the Company as of the date the Participant’s Company employment ends; (ii) offer services to any business that is or has been at any time during a period of three (3) years prior to the Participant’s termination of Company employment a customer, vendor or contractor of the Company; or (iii) solicit any employee of the Company to terminate his or her employment with the Company for purposes of hiring such employee or hire any person who is an employee of the Company.

As part of this Agreement, the parties agree to modify the Non-Competition Covenant as follows:

A. The eighteen (18) month period for section (i) above shall be reduced to nine (9) months from Shor’s Retirement Date;

B. Section (i) above further shall be modified to reflect that Shor also will not serve as a consultant, independent contractor or advisor for any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel,

titanium, specialty alloys, or metal fabricated parts or components similar to or competitive with those manufactured by the Company as of the date Shor retires from Carpenter;

C. The eighteen (18) month period for section (iii) above shall be extended to twenty-one (21) months.

The remaining terms of the Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements shall remain in full force and effect.

5.	ASSIGNMENT

This Agreement and the rights and obligations created by it, shall not be transferred or assigned without first obtaining the written consent of the parties.

6.	ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter contained herein. All prior agreements, discussions, representations, warranties, and covenants are merged herein. There are no warranties, representations, covenants, or agreements, express or implied, between the parties except those expressly set forth in this agreement. Any amendments or modifications of this agreement shall be in writing and executed by the contracting parties.

7.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.

8.	DISPUTE RESOLUTION

Any disputes related to this Agreement shall be addressed and resolved by the parties in the following manner:

First, the offended party shall notify the other of the issue in writing and, unless otherwise agreed by the parties in writing, the parties shall, within ten (10) days of the date of the notice, meet in person to discuss and resolve the issue. If they fail to resolve the dispute following this negotiation, or if they fail to complete their negotiations within twenty-one (21) days of the date of the notice, the parties shall jointly submit the issue to non-binding mediation. The mediation shall be conducted in good faith and it shall be held at a place selected by the mediator in Berks County, Pennsylvania. If the parties are not able to reach agreement concerning the mediator to be engaged, they agree to select a mediator from a list of available mediators in the Philadelphia, Pennsylvania office of Jams. The parties shall jointly pay the mediator’s fees and expenses. Unless otherwise agreed by the parties, the mediation shall be concluded within ninety (90) days of the

notice seeking negotiation. If the dispute is not resolved fully through mediation, the aggrieved party may file suit in a court of competent jurisdiction in Berks County, Pennsylvania, and the parties shall consent to the personal jurisdiction of that court for that purpose.

IN WITNESS WHEREOF , intending to be legally bound thereby, the parties have voluntarily executed this Agreement as of the date set forth above.


CARPENTER TECHNOLOGY CORPORATION

/s/ William A. Wulfsohn				/s/ Michael L. Shor
WILLIAM A. WULFSOHN PRESIDENT & CHIEF EXECUTIVE OFFICER				MICHAEL L. SHOR

Exhibit 10(E)

Exhibit A

AGREEMENT

This Agreement is made and entered into this 2nd day of September, 2010 by and between Sunil Y. Widge, Ph.D. (“Widge”) of 97 Frederickville Road, Mertztown, Pennsylvania 19539 and Carpenter Technology Corporation (“Carpenter”), a Delaware corporation that maintains its principal place of business in Reading, Pennsylvania.

Recitals

WHEREAS , Widge entered into a Consulting Agreement with Carpenter on December 9, 2008 that provided for: (1) Widge to retire from his employment with Carpenter, effective January 31, 2009 and begin receiving all retirement benefits to which he was entitled; (2) Widge to serve as a consultant to Carpenter from February 1, 2009 through January 31, 2012; and (3) Widge to work 2,880 hours as a consultant for Carpenter during the course of the Consulting Agreement; and

WHEREAS , pursuant to the Agreement, Widge did, in fact, retire from Carpenter effective January 31, 2009 and began receiving his retirement benefits; and

WHEREAS , Widge did begin serving as a consultant to Carpenter on February 1, 2009 and has exceeded the number of hours he was required to work under the Consulting Agreement as of the time he is entering into this Agreement; and

WHEREAS , Carpenter desires to rehire Widge as a full time employee and Widge desires to end his retirement and return to Carpenter as a full time employee.

NOW, THEREFORE, in consideration of the mutual covenants and promises detailed below, the parties agree as follows:

1. TERMINATION OF CONSULTING AGREEMENT —The parties agree that the Consulting Agreement, entered into on December 9, 2008, (a copy of which is annexed hereto) shall be terminated effective on the date that Widge resumes his employment with Carpenter and the balance of monthly payments owed to Widge through January 31, 2012 shall cease.

2. SUSPENSION OF RETIREMENT BENEFITS —During the period of time Widge is re-employed by Carpenter, all retirement benefits, except benefits received under the Supplemental Retirement Plan for Executives, shall be suspended.

3. CONSIDERATION —Because Widge completed all hours of service under the Consulting Agreement without receiving his full consideration, Carpenter shall pay Widge on the first regularly scheduled pay date following his date of rehire a lump sum payment of $292,133 and at that time issue him the equivalent of $315,000 of time-based restricted stock units. Fifty (50%) percent of the time-based restricted stock units will vest on April 30, 2011 and the remaining fifty (50%) percent will vest on January 31, 2012. In addition, Carpenter shall pay Widge on the first regularly scheduled pay date following his date of rehire a lump sum payment of $125,000 as consideration for the additional hours he worked above the 2,880 hours required under his Consulting Agreement.

4. ASSIGNMENT —This Agreement and the rights and obligations created by it, shall not be transferred or assigned without first obtaining the written consent of the parties.

5. ENTIRE AGREEMENT —This Agreement constitutes the entire agreement between the parties concerning the subject matter contained herein. All prior agreements, discussions, representations, warranties, and covenants are merged herein. There are no warranties, representations, covenants, or agreements, express or implied, between the parties except those expressly set forth in this agreement. Any amendments or modifications of this agreement shall be in writing and executed by the contracting parties.

6. GOVERNING LAW —This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.

7. DISPUTE RESOLUTION —Any disputes related to this Agreement shall be addressed and resolved by the parties in the following manner:

IN WITNESS WHEREOF , intending to be legally bound thereby, the parties have voluntarily executed this Agreement as of the date set forth above.

CARPENTER TECHNOLOGY

CORPORATION



/s/ William A. Wulfsohn				/s/ Sunil Y. Widge
WILLIAM A. WULFSOHN PRESIDENT AND CHIEF EXECUTIVE OFFICER				SUNIL Y. WIDGE, Ph.D.

Exhibit 10(F)




				Carpenter Technology Corporation PO Box 14662 Reading, PA 19612-4662 Tel: 610.208.2000

August 13, 2010

Via E-Mail

Re:

Employment as VP, General Counsel & Secretary

Dear James Dee,

On behalf of Carpenter Technology Corporation (the “ Company ”), we are pleased to confirm our offer to employ you on the terms below stated.


Title and Reporting		You will serve as the Company’s VP, General Counsel & Secretary, reporting directly to the President & CEO.

Start Date		September 13, 2010, or such other date agreed between you and the Company.

Annual Base Salary		$300,000

Annual Bonus		You will be eligible to participate in the Company’s Executive Bonus Compensation Plan, or such successor arrangement (if any) as the Board may from time to time establish. Your target annual bonus opportunity for the fiscal year ending June 30, 2011 will be 50% of your annual base salary received during the fiscal year. Zero to 200% of target will be earned based on achievement of Return on Net Assets (RONA), Operating Income, Revenue, On-Time Delivery and Safety performance objectives during the fiscal year ending June 30, 2011. The relevant corporate performance objectives are determined by the Board or its Human Resources Committee each fiscal year.

Annual Equity Awards		The Company generally makes equity awards to its senior executives annually. The terms of those awards are determined by the Board or its Human Resources Committee. You will receive the following equity incentives for fiscal year 2011: 1) A non-qualified stock option to purchase common stock of the Company with a grant date fair value, as determined by the Company, equal to $62,500. The number of stock options will be determined by using Black-Scholes valuation, which is based on the strike price on the grant date. The exercise price of this option will be the closing price of the Company’s common stock on the grant date. This option will vest and become exercisable as follows: 1/3 per year on each of the first, second and third anniversaries of the grant date, subject in each case to your continued service through the applicable vesting date.

E-1


		The grant date for your stock option award will be your start date. You will receive an award agreement setting forth the number of options granted, the exercise price and vesting terms after your start date. 2) A one-year performance unit opportunity that, at target levels of performance, will result in the grant of 2,504 units that convert to common stock of the Company on a 1:1 basis. Zero to 200% of these units will be earned based on the achievement of Earnings Per Share (EPS) performance objectives during the fiscal year ending June 30, 2011 and, to the extent earned, will vest as follows: ¹ / 2 per year on each of June 30, 2012 and June 30, 2013, subject in each case to your continued service through the applicable vesting date. The relevant corporate performance objectives are determined by the Board or its Human Resources Committee each fiscal year. 3) A three-year performance unit opportunity that, at target levels of performance, will result in the grant of 2,861 shares of common stock of the Company. Zero to 200% of these units will be earned based on your continued service and the achievement of Total Shareholder Return (TSR) performance objectives during the three year period ending June 30, 2013. The shares subject to the award will only be issued, if at all, once earned and will be fully vested upon issuance. The relevant corporate performance objectives will be determined by the Board or its Human Resources Committee each fiscal year.

Employee Benefits		You will be eligible to participate in the employee benefit programs applicable to our salaried employees generally. Under current programs, this would include in your case $300,000 of Company-paid group term life insurance and Accidental Death & Dismemberment, and an opportunity to purchase, at your own cost, supplemental term life insurance coverage. ¹ In addition, you will be eligible to participate in the Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation and three excess benefit plans maintained for certain Company employees whose qualified plan benefits are curtailed by Internal Revenue Code (“Code”) limits. The Company reserves the right to amend, modify or terminate all these plans and programs at any time, in its discretion.

¹	At present, the maximum supplemental term life insurance coverage available is the lesser of (i) four times base salary or (ii) $2,000,000 less the basic Company-paid coverage amount.

-2-


		Your full year vacation entitlement will be 5 weeks. For calendar year 2010, you will receive a prorated amount of 2 weeks. Except as herein provided, or as may be hereafter approved by the Board or its Human Resources Committee, you will not be entitled to further compensation or benefits. For avoidance of doubt, you will not be eligible to participate in the Supplemental Retirement Plan for Executives of Carpenter Technology Corporation.

Relocation Benefits		Within 24 months of your start date, you will be expected to relocate your primary residence to the general vicinity of the Company’s principal executive offices. To facilitate this, you will be entitled to the relocation benefits described in the Executive Relocation Policy attached hereto as Exhibit A . Exceptions to the policy will be made to (1) extend the period within which the move must take place to 24 months from your hire date, and (2) remove the $1.0 million home value maximum provided for under the BVO Home Sale Program.

Executive Severance Plan		Your employment by the Company is “at will” and may be terminated by the Company or by you at any time. However, if your employment terminates due to a termination by the Company without “cause” or a resignation by you with “good reason” (each, as defined in the attached Plan document), you will be entitled to receive the severance benefits included in the Severance Pay Plan for Executives of Carpenter Technology Corporation attached hereto as Exhibit B .

Change in Control Severance		You will be entitled to severance benefits in the event of a change in control, details of which will be provided to you after your start date. For avoidance of doubt, benefits under this section will be in lieu of, not in addition to, the severance benefits described in the Severance Pay Plan for Executives of Carpenter Technology Corporation.

Intellectual Property, Confidentiality and Restrictive Covenants		In your capacity as VP, General Counsel & Secretary, you will be exposed to the Company’s most sensitive and proprietary information and technology, and will be provided with access to the Company’s most valuable and carefully cultivated business relationships. Accordingly, your employment is conditioned upon your execution of the Intellectual Property, Confidentiality and Restrictive Covenant Agreement attached hereto as Exhibit C .

Indemnification		To address your right to indemnification for acts performed in your capacity as an Officer, the Company will enter into an Indemnification Agreement with you substantially in the form attached hereto as Exhibit D .

-3-

Miscellaneous

You represent and warrant that there are no restrictions, agreements or understandings whatsoever that would prevent or make unlawful your execution of this letter, that would be inconsistent or in conflict with this letter or your obligations hereunder, or that would otherwise prevent, limit or impair your ability to be employed by the Company. Your ownership of or transactions in securities of the Company will be subject to the Company’s insider trading policies and stock ownership guidelines from time to time in effect.

Any payment or transfer of property to you will be subject to tax withholding to the extent required by applicable law.

This letter will be governed by, and enforced in accordance with, the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

This offer of employment is contingent upon your successfully meeting all of Carpenter’s terms of employment. Among those is a pre-employment physical examination and providing documentation that verifies compliance with the Immigration Reform Act of 1986.

To acknowledge your consent to and agreement with the foregoing, please execute and date this letter in the space provided below and return an executed copy to me. This letter may be signed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute a single instrument.


Sincerely, CARPENTER TECHNOLOGY CORPORATION

By:		/ S / W ILLIAM A. W ULFSOHN
		William A. Wulfsohn President & CEO

Acknowledged and agreed on this

19 day of August, 2010:

/ S / J AMES D EE

James Dee

-4-

Exhibit 31 (A)

CERTIFICATIONS OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William A. Wulfsohn, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Registrant;

2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

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 5, 2010				/s/ William A. Wulfsohn
				William A. Wulfsohn, President and Chief Executive Officer

Exhibit 31 (B)

CERTIFICATIONS OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, K. Douglas Ralph, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Registrant;

2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

(a)

(b)

(c)

(d)

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)

(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 5, 2010

/s/ K. Douglas Ralph

K. Douglas Ralph, Senior Vice President

and Chief Financial Officer

Exhibit 32

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Carpenter Technology Corporation (the “Issuer”) on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, William A. Wulfsohn, and I, K. Douglas Ralph, each hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Periodic Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

November 5, 2010


/s/ William A. Wulfsohn				/s/ K. Douglas Ralph
William A. Wulfsohm				K. Douglas Ralph
President and Chief Executive Officer				Senior Vice President
				and Chief Financial Officer

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

¨ (Do not check if a smaller reporting company)

Smaller reporting company: