Skip to main content

CARPENTER TECHNOLOGY CORP

For the period ended Dec 31, 2023. Filed Jan 25, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2023 · Filed Jan 25, 2024

CRS$297.37-2.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to the Consolidated Financial Statements (unaudited)

  1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair statement of the results are reflected in the interim periods presented. The June 30, 2023 consolidated balance sheet data was derived from audited financial statements, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Carpenter Technology's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the "2023 Form 10-K"). Operating results for the three and six months ended December 31, 2023 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," "Carpenter Technology," the "Company," "Registrant," "Issuer," "we" and "our" refer to Carpenter Technology Corporation.

  1. Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance in ASU 2023-07 seeks to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU require a public entity to disclose the following: significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; an amount for other segment items by reportable segment and a description of its composition; and the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU requires public entities to provide all annual disclosures about a reportable segment's profit or loss and assets currently required by Topic 280 in interim periods. ASU 2023-07 clarifies that if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is a requirement for additional disclosure and is not expected to materially impact the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance in this ASU enhances the transparency and decision functionality of income tax disclosures to provide investors information to better assess how an entity's operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flow. The amendments in this ASU require public entities to disclose the following specific categories in the rate reconciliation by both percentages and reporting currency amounts: the effect of state and local income tax, net of federal (national) income tax, foreign tax effects, effects of changes in tax laws or rates enacted in the current period, effects of cross-border tax laws, tax credits, changes in valuation allowances, nontaxable or nondeductible items and changes in unrecognized tax benefits. The amendments in ASU 2023-09 also require public entities to provide additional information for reconciling items that meet the qualitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income (loss) by the applicable statutory income tax rate). The ASU requires reporting entities to annually disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign localities. The amendments in this ASU should be applied on a prospective basis and retrospective application is permitted. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements not yet issued. ASU 2023-09 is a requirement for additional disclosure and is not expected to materially impact the consolidated financial statements.

  1. Revenue

The Company recognizes revenue in accordance with Topic 606, Revenue from Contracts. The Company applies the five-step model in the FASB's guidance, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation.

The Company recognizes revenue when performance obligations under the terms of a customer purchase order or contract are satisfied. This occurs when control of the goods and services has transferred to the customer, which is generally determined when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon usage by the customer. Service revenue is recognized as the services are performed.

The Company's standard customer purchase order or contract for goods transferred has a single performance obligation for which revenue is recognized at a point in time. The standard terms and conditions of a customer purchase order include general rights of return and product warranty provisions related to nonconforming product. Depending on the circumstances, the product is either replaced or a quality adjustment is issued. Such warranties do not represent a separate performance obligation.

The Company's standard customer purchase order or contract sets forth the transaction price for the products and services purchased under that arrangement. Some customer arrangements include variable consideration, such as volume rebates, which generally depend upon the Company's customers meeting specified performance criteria, such as a purchasing level over a period of time. The Company exercises judgment to estimate the most likely amount of variable consideration at each reporting date.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for its product. The standard payment terms are 30 days. The Company has elected to use the practical expedient that permits the Company to not adjust for the effects of a significant financing component if it expects that at the contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Amounts billed to customers for shipping and handling activities to fulfill the Company's promise to transfer the goods are included in revenues and costs incurred by the Company for the delivery of goods are classified as cost of sales in the consolidated statements of operations. Shipping terms may vary for products shipped outside the United States depending on the mode of transportation, the country where the material is shipped and any agreements made with the customers.

Contract liabilities are recognized when the Company has received consideration from a customer to transfer goods or services at a future point in time when the Company performs under the purchase order or contract. Contract liabilities were $13.5 million and $14.0 million at December 31, 2023 and June 30, 2023, respectively, and are included in accrued liabilities on the consolidated balance sheets. Revenue recognized for the three and six months ended December 31, 2023 and 2022 from amounts included in contract liabilities at the beginning of the period was not significant and substantially all of the Company's contract liabilities are recognized within a twelve-month period.

The Company has elected to use the practical expedient that permits the omission of disclosure for remaining performance obligations which are expected to be satisfied in one year or less.

Disaggregation of Revenue

The Company operates intwo business segments, Specialty Alloys Operations ("SAO") and Performance Engineered Products ("PEP"). Revenue is disaggregated within thesetwo business segments by diversified end-use markets and by geographical locations. Comparative information of the Company's overall revenues by end-use markets and geographic locations for the three and six months ended December 31, 2023 and 2022 were as follows:

End-Use Market DataThree Months Ended December 31, 2023Three Months Ended December 31, 2022
($ in millions)SAOPEPIntersegmentTotalSAOPEPIntersegmentTotal
Aerospace and Defense$302.1$25.7$(6.8)$321.0$263.5$23.0$(6.4)$280.1
Medical65.532.4(10.2)87.749.532.9(8.7)73.7
Transportation34.92.3—37.240.11.6(0.3)41.4
Energy48.43.7—52.132.12.7—34.8
Industrial and Consumer98.59.6(3.8)104.3110.617.0(7.9)119.7
Distribution—22.0(0.1)21.9—29.5(0.1)29.4
Total net sales$549.4$95.7$(20.9)$624.2$495.8$106.7$(23.4)$579.1
Geographic DataThree Months Ended December 31, 2023Three Months Ended December 31, 2022
($ in millions)SAOPEPIntersegmentTotalSAOPEPIntersegmentTotal
United States$326.3$53.9$(6.2)$374.0$303.0$61.0$(10.3)$353.7
Europe91.918.6(4.0)106.571.019.4(3.2)87.2
Asia Pacific82.311.5(10.8)83.079.010.0(9.8)79.2
Mexico26.48.3(0.1)34.622.010.2—32.2
Canada11.72.4—14.111.93.40.115.4
Other10.81.00.212.08.92.7(0.2)11.4
Total net sales$549.4$95.7$(20.9)$624.2$495.8$106.7$(23.4)$579.1
End-Use Market DataSix Months Ended December 31, 2023Six Months Ended December 31, 2022
($ in millions)SAOPEPIntersegmentTotalSAOPEPIntersegmentTotal
Aerospace and Defense$634.1$50.9$(11.5)$673.5$510.4$43.8$(12.4)$541.8
Medical120.968.1(21.4)167.690.357.5(14.9)132.9
Transportation75.04.2—79.276.02.7(0.4)78.3
Energy91.55.20.196.858.74.1(0.1)62.7
Industrial and Consumer197.919.3(7.8)209.4207.830.1(13.3)224.6
Distribution—49.7(0.1)49.6—61.8(0.1)61.7
Total net sales$1,119.4$197.4$(40.7)$1,276.1$943.2$200.0$(41.2)$1,102.0
Geographic DataSix Months Ended December 31, 2023Six Months Ended December 31, 2022
($ in millions)SAOPEPIntersegmentTotalSAOPEPIntersegmentTotal
United States$666.8$112.0$(11.4)$767.4$574.3$116.6$(17.6)$673.3
Europe186.835.4(8.3)213.9149.935.2(7.1)178.0
Asia Pacific185.021.9(20.8)186.1136.617.1(16.4)137.3
Mexico40.818.0—58.844.121.1—65.2
Canada20.96.9—27.820.76.4—27.1
Other19.13.2(0.2)22.117.63.6(0.1)21.1
Total net sales$1,119.4$197.4$(40.7)$1,276.1$943.2$200.0$(41.2)$1,102.0
  1. Earnings (Loss) per Common Share

The Company calculates basic and diluted earnings (loss) per share using the two class method. Under the two class method, earnings (loss) are allocated to common stock and participating securities (non-vested restricted shares and units that receive non-forfeitable dividends) according to their participation rights in dividends and undistributed earnings. The earnings (loss) available to each class of stock are divided by the weighted average number of outstanding shares for the period in each class. Diluted earnings (loss) per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding. For the six months ended December 31, 2022, the Company incurred a net loss and accordingly excluded all potentially dilutive securities from the determination of diluted loss per share as their impact was anti-dilutive.

The calculations of basic and diluted earnings (loss) per common share for the three and six months ended December 31, 2023 and 2022 were as follows:

Three Months EndedDecember 31,Six Months EndedDecember 31,
(in millions, except per share data)2023202220232022
Net income (loss)$42.7$6.2$86.6$(0.6)
Dividends allocated to participating securities(0.1)(0.1)(0.1)(0.2)
Earnings (loss) available for common stockholders used in calculation of basic earnings (loss) per common share$42.6$6.1$86.5$(0.8)
Weighted average number of common shares outstanding, basic49.748.849.448.7
Basic earnings (loss) per common share$0.86$0.13$1.75$(0.02)
Net income (loss)$42.7$6.2$86.6$(0.6)
Dividends allocated to participating securities(0.1)(0.1)(0.1)(0.2)
Earnings (loss) available for common stockholders used in calculation of diluted earnings (loss) per common share$42.6$6.1$86.5$(0.8)
Weighted average number of common shares outstanding, basic49.748.849.448.7
Effect of shares issuable under share-based compensation plans0.50.20.6—
Weighted average number of common shares outstanding, diluted50.249.050.048.7
Diluted earnings (loss) per common share$0.85$0.13$1.73$(0.02)

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

Three Months EndedDecember 31,Six Months EndedDecember 31,
(in millions)2023202220232022
Stock options—1.7—1.8
  1. Inventories

Inventories consisted of the following components as of December 31, 2023 and June 30, 2023:

($ in millions)December 31,2023June 30,2023
Raw materials and supplies$223.1$157.7
Work in process430.6370.1
Finished and purchased products144.1111.9
Total inventories$797.8$639.7

Inventories are valued at the lower of cost or market. Cost for inventories is principally determined using the last-in, first-out ("LIFO") inventory costing method. The Company values other inventory at the lower of cost or net realizable value, determined by the first-in, first-out and average cost methods. As of December 31, 2023 and June 30, 2023, $155.3 million and $133.2 million of inventory, respectively, was accounted for using a method other than the LIFO inventory costing method.

  1. Accrued Liabilities

Accrued liabilities consisted of the following as of December 31, 2023 and June 30, 2023:

($ in millions)December 31,2023June 30,2023
Accrued compensation and benefits$68.0$92.4
Accrued interest expense18.518.5
Accrued postretirement benefits16.116.1
Contract liabilities13.514.0
Derivative financial instruments10.26.4
Current portion of lease liabilities8.69.1
Accrued taxes4.14.9
Accrued pension liabilities3.33.3
Accrued income taxes1.22.5
Other14.914.1
Total accrued liabilities$158.4$181.3
  1. Pension and Other Postretirement Benefits

The components of the net periodic pension expense (income) related to the Company's pension and other postretirement benefits for the three and six months ended December 31, 2023 and 2022 were as follows:

Three Months Ended December 31,
2023202220232022
($ in millions) · Pension Plans · Other Postretirement Plans
Service cost$2.0$2.0$0.4$0.5
Interest cost11.811.52.52.4
Expected return on plan assets(10.1)(11.2)(1.8)(1.7)
Amortization of net loss (gain)2.22.4(0.6)(0.4)
Amortization of prior service cost (credits)0.50.5(1.0)(1.0)
Net pension expense (income)$6.4$5.2$(0.5)$(0.2)
Six Months Ended December 31,
2023202220232022
($ in millions) · Pension Plans · Other Postretirement Plans
Service cost$4.2$4.0$0.7$1.0
Interest cost23.623.05.04.8
Expected return on plan assets(20.2)(22.4)(3.7)(3.4)
Amortization of net loss (gain)4.44.8(1.2)(0.8)
Amortization of prior service cost (credits)1.01.0(2.0)(2.1)
Net pension expense (income)$13.0$10.4$(1.2)$(0.5)

During the six months ended December 31, 2023 and 2022, the Company made $4.8 million and $0.0 million, respectively, of contributions to its qualified defined benefit pension plans. The Company currently expects to make $6.4 million of required cash pension contributions to its qualified defined benefit pension plans during the remainder of fiscal year 2024.

  1. Debt

On April 14, 2023, the Company entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and the other lenders, agents and arrangers party thereto (the "Credit Facility"). The Credit Facility amended and restated the Company's then existing Amended and Restated Credit Agreement dated as of March 26, 2021 which had been set to expire on March 31, 2024. The Second Amendment extends the maturity to April 12, 2028.

The Credit Facility is a secured revolving credit facility with a commitment of $350.0 million subject to the right, from time to time, to request an increase of the commitment by the greater of (i) $300.0 million or (ii) an amount equal to the consolidated EBITDA; and provides for the issuance of letters of credit subject to a $40.0 million sub-limit. The Company has the right to voluntarily prepay and re-borrow loans, to terminate or reduce the commitments under the Credit Facility, and, subject to certain lender approvals, to join subsidiaries as subsidiary borrowers.

As of December 31, 2023, the Company had $1.7 million of issued letters of credit under the Credit Facility and $13.9 million of short-term borrowings. The balance of $334.4 million remains available to the Company.

Interest on the borrowings under the Credit Facility accrues at variable rates which are determined based upon the Company's consolidated total leverage ratio. The applicable margin to be added to Alternative Currency Daily Rate, Alternative Currency Term Rate and Term SOFR determined loans ranges from 1.75% to 2.50% (1.75% as of December 31, 2023), and for Base Rate-determined loans, from 0.75% to 1.50% (0.75% as of December 31, 2023). The Company also pays a quarterly commitment fee ranging from 0.250% to 0.375% (0.250% as of December 31, 2023), determined based upon the consolidated total leverage ratio, of the unused portion of the commitment under the Credit Facility. In addition, the Company must pay certain letter of credit fees, ranging from 1.75% to 2.50% (1.75% as of December 31, 2023), with respect to letters of credit issued under the Credit Facility. As of December 31, 2023, the borrowing rate for the Credit Facility was 7.10%.

The Company is subject to certain financial and restrictive covenants under the Credit Facility which requires the maintenance of a minimum interest coverage ratio of 3.00 to 1.00 and a consolidated net leverage ratio of no more than 4.00 to 1.00. The restrictions of these covenants (other than the financial ratio covenants) are subject to certain exceptions or thresholds triggering amounts or events specified in the Credit Facility, and in some cases the restrictions may be waived by the lenders. As of December 31, 2023, the Company was in compliance with all of the covenants of the Credit Facility.

Long-term debt outstanding as of December 31, 2023 and June 30, 2023 consisted of the following:

($ in millions)December 31,2023June 30,2023
Senior unsecured notes, 6.375% due July 2028 (face value of $400.0 million at December 31, 2023 and June 30, 2023)$396.9$396.5
Senior unsecured notes, 7.625% due March 2030 (face value of $300.0 million at December 31, 2023 and June 30, 2023)296.7296.5
Total debt693.6693.0
Less: amounts due within one year——
Long-term debt, net of current portion$693.6$693.0

For the three months ended December 31, 2023 and 2022, interest costs totaled $13.3 million and $13.3 million, respectively, of which $0.3 million and $0.3 million, respectively, were capitalized as part of the cost of property, plant, equipment and software. For the six months ended December 31, 2023 and 2022, interest costs totaled $26.5 million and $26.1 million, respectively, of which $0.8 million and $0.5 million, respectively, were capitalized as part of the cost of property, plant, equipment and software.

  1. Contingencies and Commitments

Environmental

The Company 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 the Company's operations, compliance costs to date have not been material. The Company 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. The Company accrues amounts for environmental remediation costs that represent management's best estimate of the probable and reasonably estimable future costs related to environmental remediation.

During the six months ended December 31, 2023, the Company increased the liability for environmental remediation costs by $0.4 million. The liabilities recorded for environmental remediation costs at Superfund sites, other third party-owned sites and Carpenter-owned current or former operating facilities remaining at December 31, 2023 and June 30, 2023 were $16.9 million and $16.5 million, respectively. Additionally, the Company has been notified that it may be a PRP with respect to other Superfund sites as to which no proceedings have been instituted against the Company. Neither the exact amount of remediation costs nor the final method of their allocation among all designated PRPs at these Superfund sites have been determined. Accordingly, at this time the Company cannot reasonably estimate expected costs for such matters. The liability for future environmental remediation costs that can be reasonably estimated is evaluated by management on a quarterly basis. The Company accrues amounts for environmental remediation costs that represent management's best estimate of the probable and reasonably estimable future costs related to environmental remediation.

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 PRPs. Based upon information currently available, such future costs are not expected to have a material effect on the Company's financial position, results of operations or cash flows over the long-term. However, such costs could be material to the Company's financial position, results of operations or cash flows in a particular future quarter or year.

Other

The Company is defending various routine claims and legal actions that are incidental to its business and common to its operations, including those pertaining to product claims, commercial disputes, patent infringement, employment actions, employee benefits, compliance with domestic and foreign laws and regulations, personal injury claims and tax issues. Like many other manufacturing companies in recent years, the Company, from time to time, has been named as a defendant in lawsuits alleging personal injury as a result of exposure to chemicals and substances in the workplace such as asbestos. 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.

  1. 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 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. Currently, the Company does not use Level 1 and 3 inputs.

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:

December 31, 2023Fair ValueMeasurements UsingInput Type
($ in millions)Level 2
Assets:
Derivative financial instruments$—
Liabilities:
Derivative financial instruments$11.5
June 30, 2023Fair ValueMeasurements UsingInput Type
($ in millions)Level 2
Assets:
Derivative financial instruments$3.7
Liabilities:
Derivative financial instruments$6.8

The Company's derivative financial instruments consist of commodity forward contracts and foreign currency forward contracts. These instruments are measured at fair value using the market method valuation technique. The inputs to this technique utilize information related to commodity prices and foreign exchange 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 and, as such, they are classified as Level 2. The Company's use of derivatives and hedging policies is more fully discussed in Note 11. Derivatives and Hedging Activities.

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 of America.

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 the Company's financial instruments not recorded at fair value in the financial statements were as follows:

December 31, 2023June 30, 2023
($ in millions)CarryingValueFairValueCarryingValueFairValue
Long-term debt$693.6$713.5$693.0$698.1
Company-owned life insurance$27.3$27.3$26.2$26.2

The fair values of long-term debt as of December 31, 2023 and June 30, 2023 were determined by using current interest rates for debt with terms and maturities similar to the Company's existing debt arrangements and accordingly would be classified as Level 2 inputs in the fair value hierarchy.

The carrying amount of company-owned life insurance as of December 31, 2023 and June 30, 2023 reflects cash surrender values based upon the market values of underlying securities, using Level 2 inputs, 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.

  1. Derivatives and Hedging Activities

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

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 (loss) income ("AOCI") to the extent effective, and reclassified to cost of sales in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur. As of December 31, 2023, the Company had forward contracts to purchase 2.6 million pounds of certain raw materials with settlement dates through December 2025.

Cash Flow Hedging — Foreign currency forward contracts: The Company, from time to time, 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 AOCI 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 had no qualifying foreign currency hedge contracts as of December 31, 2023 and June 30, 2023 or during the six months ended December 31, 2023 and 2022.

The Company also uses foreign currency forward contracts to protect certain short-term asset positions denominated in foreign currencies 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 expense, net. As of December 31, 2023 and June 30, 2023, 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.

The fair value and location of outstanding derivative contracts recorded in the accompanying consolidated balance sheets were as follows as of December 31, 2023 and June 30, 2023:

December 31, 2023ForeignCurrencyContractsCommodityContractsTotalDerivatives
($ in millions)
Asset Derivatives:
Other current assets$—$—$—
Other assets———
Total asset derivatives$—$—$—
Liability Derivatives:
Accrued liabilities$0.1$10.1$10.2
Other liabilities0.60.71.3
Total liability derivatives$0.7$10.8$11.5
June 30, 2023ForeignCurrencyContractsCommodityContractsTotalDerivatives
($ in millions)
Asset Derivatives:
Other current assets$2.1$1.6$3.7
Other assets———
Total asset derivatives$2.1$1.6$3.7
Liability Derivatives:
Accrued liabilities$—$6.4$6.4
Other liabilities—0.40.4
Total liability derivatives$—$6.8$6.8

Substantially all of the Company's derivative contracts are subject to master netting arrangements, or similar agreements with each counterparty, which provide for the option to settle contracts on a net basis when they settle on the same day and in the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event. The Company presents the outstanding derivative contracts on a net basis by counterparty in the consolidated balance sheets. If the Company had chosen to present the derivative contracts on a gross basis, the total asset derivatives and total liability derivatives would have remained unchanged at $0.0 million and $11.5 million, respectively, as of December 31, 2023.

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. As of December 31, 2023 and June 30, 2023, the Company hadno 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 settlements of gains and losses on these contracts.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings or it becomes probable the forecasted transactions will not occur. The following is a summary of the (losses) gains on cash flow hedges recognized during the three and six months ended December 31, 2023 and 2022:

Amount of (Loss) GainRecognized in AOCI onDerivatives
Three Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Derivatives in Cash Flow Hedging Relationship:
Commodity contracts$(5.1)$9.8$(8.1)$9.6
Total$(5.1)$9.8$(8.1)$9.6
($ in millions) · Location of (Loss) GainReclassified from AOCI intoIncome · Amount of (Loss) Gain Reclassified from AOCIinto Income
Three Months EndedDecember 31,
2023 · 2022
Derivatives in Cash Flow Hedging Relationship:
Commodity contractsCost of sales$(1.8)$1.2
Total$(1.8)$1.2
($ in millions) · Location of (Loss) GainReclassified from AOCI intoIncome · Amount of (Loss) Gain Reclassified from AOCIinto Income
Six Months EndedDecember 31,
2023 · 2022
Derivatives in Cash Flow Hedging Relationship:
Commodity contractsCost of sales$(3.2)$7.9
Total$(3.2)$7.9

The following is a summary of total amounts presented in the consolidated statements of operations in which the effects of cash flow and fair value hedges are recorded during the three and six months ended December 31, 2023 and 2022:

Three Months EndedDecember 31, 2023Three Months EndedDecember 31, 2022
($ in millions)Cost of SalesCost of Sales
Total amounts presented in the consolidated statement of operations in which the effects of cash flow and fair value hedges are recorded$501.6$509.1
(Loss) Gain on Derivatives in Cash Flow Hedging Relationship:
Commodity contracts
Amount of (loss) gain reclassified from AOCI to income$(1.8)$1.2
Total (loss) gain$(1.8)$1.2
Six Months EndedDecember 31, 2023Six Months EndedDecember 31, 2022
($ in millions)Cost of SalesCost of Sales
Total amounts presented in the consolidated statement of operations in which the effects of cash flow and fair value hedges are recorded$1,029.4$977.2
(Loss) Gain on Derivatives in Cash Flow Hedging Relationship:
Commodity contracts
Amount of (loss) gain reclassified from AOCI to income$(3.2)$7.9
Total (loss) gain$(3.2)$7.9

The Company estimates that $5.2 million of net derivative losses included in AOCI as of December 31, 2023 will be reclassified into income within the next 12 months. No significant cash flow hedges were discontinued during the three and six months ended December 31, 2023.

As of December 31, 2023 and June 30, 2023, there were no amounts recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges of interest rate risk.

  1. Other Expense, Net

Other expense, net consisted of the following:

Three Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Unrealized gains on company-owned life insurance contracts and investments held in rabbi trusts$(2.9)$(1.6)$(2.5)$(0.6)
Interest income(0.2)(0.1)(0.3)(0.2)
Foreign exchange losses1.21.21.51.2
Pension earnings, interest and deferrals3.52.56.94.9
Other—(0.1)(0.1)0.1
Total other expense, net$1.6$1.9$5.5$5.4
  1. 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. The annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pre-tax income, or loss, of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company's tax expense or benefit can be impacted by changes in tax rates or laws, the finalization of tax audits, and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

Income tax expense was $12.5 million, or 22.6 percent of pre-tax income for the three months ended December 31, 2023, as compared with income tax expense of $1.5 million, or 19.5 percent of pre-tax income for the three months ended December 31, 2022. Income tax expense for the six months ended December 31, 2023 was $21.0 million, or 19.5 percent of pre-tax income as compared with income tax expense of $0.5 million, or negative 500.0 percent of pre-tax loss for the six months ended December 31, 2022.

Income tax expense for the three months ended December 31, 2022 included a discrete tax benefit of $0.6 million for anticipated interest on IRS income tax refund claims. Also included was the unfavorable impact of losses in certain foreign jurisdictions for which no tax benefit can be recognized.

Income tax expense for the six months ended December 31, 2023 includes discrete tax benefits of $4.7 million attributable to employee share-based compensation. Income tax expense for the six months ended December 31, 2022, included the unfavorable impact of losses in certain foreign jurisdictions for which no tax benefit can be recognized. Also included was a discrete tax benefit of $0.6 million for anticipated interest on IRS income tax refund claims as well as a discrete tax charge of $0.6 million for the impact of a state tax legislative change. The effective tax rate for the six months ended December 31, 2022 of negative 500.0 percent was due primarily to the near breakeven year-to-date pre-tax loss of $0.1 million for the six months ended December 31, 2022 in relation to permanent tax adjustments and discrete items during the period.

  1. Business Segments

The Company hastwo reportable segments, Specialty Alloys Operations ("SAO") and Performance Engineered Products ("PEP").

The SAO segment is comprised of the Company's major premium alloy and stainless steel manufacturing operations. This includes operations performed at mills primarily in Reading and Latrobe, Pennsylvania and surrounding areas as well as South Carolina and Alabama. The combined assets of the SAO operations are managed in an integrated manner to optimize efficiency and profitability across the total system.

The PEP segment is comprised of the Company's differentiated operations. This segment includes the Dynamet titanium business, the Carpenter Additive business and the Latrobe and Mexico distribution businesses. The businesses in the PEP segment are managed with an entrepreneurial structure to promote flexibility and agility to quickly respond to market dynamics.

The Company's executive management evaluates the performance of these operating segments based on sales, operating income and cash flow generation. Segment operating results exclude general corporate costs, which include executive and director compensation and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that management considers not representative of ongoing operations, such as restructuring charges and other specifically-identified income or expense items.

On a consolidated basis, no single customer accounted for 10 percent or more of net sales for the three and six months ended December 31, 2023 and December 31, 2022. On a consolidated basis, no single customer accounted for 10 percent or more of accounts receivable outstanding at December 31, 2023 and June 30, 2023.

Net SalesThree Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Specialty Alloys Operations$549.4$495.8$1,119.4$943.2
Performance Engineered Products95.7106.7197.4200.0
Intersegment(20.9)(23.4)(40.7)(41.2)
Consolidated net sales$624.2$579.1$1,276.1$1,102.0
Operating Income (Loss)Three Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Specialty Alloys Operations$83.3$30.3$164.1$50.2
Performance Engineered Products7.19.316.215.6
Corporate(20.7)(16.4)(42.0)(33.5)
Intersegment0.1(0.6)0.5(1.4)
Consolidated operating income$69.8$22.6$138.8$30.9
Depreciation and AmortizationThree Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Specialty Alloys Operations$28.4$27.3$56.2$54.4
Performance Engineered Products4.03.88.07.7
Corporate1.21.42.52.7
Consolidated depreciation and amortization$33.6$32.5$66.7$64.8
Capital ExpendituresThree Months EndedDecember 31,Six Months EndedDecember 31,
($ in millions)2023202220232022
Specialty Alloys Operations$20.3$16.0$39.0$27.4
Performance Engineered Products2.91.26.23.1
Corporate2.00.32.20.5
Intersegment0.1—(0.1)—
Consolidated capital expenditures$25.3$17.5$47.3$31.0
Total AssetsDecember 31,2023June 30,2023
($ in millions)
Specialty Alloys Operations$2,551.3$2,461.2
Performance Engineered Products470.6451.6
Corporate152.8159.0
Intersegment(15.5)(17.9)
Consolidated total assets$3,159.2$3,053.9
  1. Reclassifications from Accumulated Other Comprehensive Loss

The changes in AOCI by component, net of tax, for the three months ended December 31, 2023 and 2022 were as follows:

Three Months Ended December 31, 2023($ in millions) (a)Cash flowhedging itemsPension andotherpostretirementbenefit planitemsForeigncurrencyitemsTotal
Balances at September 30, 2023$(8.2)$(94.7)$(42.6)$(145.5)
Other comprehensive (loss) income before reclassifications(3.9)—4.80.9
Amounts reclassified from AOCI (b)1.40.8—2.2
Net other comprehensive (loss) income(2.5)0.84.83.1
Balances at December 31, 2023$(10.7)$(93.9)$(37.8)$(142.4)
Three Months Ended December 31, 2022($ in millions) (a)Cash flowhedging itemsPension andotherpostretirementbenefit planitemsForeigncurrencyitemsTotal
Balances at September 30, 2022$0.2$(131.9)$(49.4)$(181.1)
Other comprehensive income before reclassifications7.4—6.914.3
Amounts reclassified from AOCI (b)(0.9)1.1—0.2
Net other comprehensive income6.51.16.914.5
Balances at December 31, 2022$6.7$(130.8)$(42.5)$(166.6)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

(b) See separate table below for further details.

The changes in AOCI by component, net of tax, for the six months ended December 31, 2023 and 2022 were as follows:

Six Months Ended December 31, 2023($ in millions) (a)Cash flow hedging itemsPension and other postretirement benefit plan itemsForeigncurrencyitemsTotal
Balances at June 30, 2023$(7.0)$(95.5)$(40.5)$(143.0)
Other comprehensive (loss) income before reclassifications(6.2)—2.7(3.5)
Amounts reclassified from AOCI (b)2.51.6—4.1
Net other comprehensive (loss) income(3.7)1.62.70.6
Balances at December 31, 2023$(10.7)$(93.9)$(37.8)$(142.4)
Six Months Ended December 31, 2022($ in millions) (a)Cash flow hedging itemsPension and other postretirement benefit plan itemsForeigncurrencyitemsTotal
Balances at June 30, 2022$5.5$(132.9)$(46.1)$(173.5)
Other comprehensive income before reclassifications7.2—3.610.8
Amounts reclassified from AOCI (b)(6.0)2.1—(3.9)
Net other comprehensive income1.22.13.66.9
Balances at December 31, 2022$6.7$(130.8)$(42.5)$(166.6)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

(b) See separate table below for further details.

The following is a summary of amounts reclassified from AOCI for the three and six months ended December 31, 2023 and 2022:

Details about AOCI Components · Location of(loss) gain · Amount Reclassified from AOCI Three Months Ended December 31, · Amount Reclassified from AOCI Six Months Ended December 31,
($ in millions) (a) · 2023 · 2022 · 2023 · 2022
Cash flow hedging items:
Commodity contractsCost of sales$(1.8)$1.2$(3.2)$7.9
Total before tax(1.8)1.2(3.2)7.9
Tax benefit (expense)0.4(0.3)0.7(1.9)
Net of tax$(1.4)$0.9$(2.5)$6.0
Details about AOCI Components · Location of(loss) gain · Amount Reclassified from AOCI Three Months Ended December 31, · Amount Reclassified from AOCI Six Months Ended December 31,
($ in millions) (a) · 2023 · 2022 · 2023 · 2022
Amortization of pension and other postretirement benefit plan items:
Net actuarial loss(b)$(1.6)$(2.0)$(3.2)$(4.0)
Prior service benefit(b)0.50.51.01.1
Total before tax(1.1)(1.5)(2.2)(2.9)
Tax benefit0.30.40.60.8
Net of tax$(0.8)$(1.1)$(1.6)$(2.1)

(a) Amounts in parentheses indicate debits to income/loss.

(b) These AOCI components are included in the computation of net periodic benefit cost (see Note 7. Pension and Other Postretirement Benefits for additional details).

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.