CARPENTER TECHNOLOGY CORP
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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Sep 30, 2026 · Filed Oct 22, 2026
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Notes to Consolidated Financial Statements (unaudited)
- 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 ("U.S. GAAP") 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. 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, 2026 consolidated balance sheet data was derived from audited financial statements but does not include all of the disclosures required by U.S. GAAP. 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, 2026 (the "2026 Form 10-K"). Operating results for the three months ended September 30, 2026, 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.
- Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements - Pending Adoption
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance in this ASU improves the disclosures about a public business entity's expenses by requiring more detailed information about the types of expenses included within the income statement expense captions, such as: inventory purchases, employee compensation, depreciation and intangible asset amortization. This ASU does not change or remove current expense disclosure requirements, however, it does affect where this information appears in the notes to financial statements, as entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 is a requirement for additional disclosure and is not expected to materially impact the consolidated financial statements. Additionally, in January 2025 the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date for non-calendar year-end entities. This guidance is applicable for the Company's annual period ending June 30, 2028 and interim periods thereafter.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update make targeted improvements to increase the operability of the recognition guidance considering different methods of software development. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of ASU 2025-06 on its consolidated financial statements and related disclosures. This guidance is applicable for the Company's annual period ending June 30, 2029 and interim periods within that reporting period.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) Hedge Accounting Improvements. The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items. The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of ASU 2025-09 on its consolidated financial statements and related disclosures. This guidance is applicable for the Company's annual period ending June 30, 2028 and interim periods within that reporting period.
In December 2025, the FASB issued ASU 2025-12 Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. ASU 2025-12 is an update to correct, clarify and otherwise improve U.S. GAAP and is not expected to materially impact the consolidated financial statements and related disclosures. This guidance is applicable for the Company's annual period ending June 30, 2028 and interim periods within that reporting period.
Recently Issued Accounting Pronouncements - Adopted
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, non-taxable or non-deductible 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 Company adopted the provisions of ASU 2023-09 in the fourth quarter of fiscal year 2026. ASU 2023-09 is a requirement for additional disclosure; as such, it did not impact the consolidated financial statements other than the disclosure requirements in Note 18 of the 2026 Form 10-K.
In November 2023, the FASB issued 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. The Company adopted the provisions of ASU 2023-07 in the fourth quarter of fiscal year 2025 and adopted the provisions for interim disclosures in the first quarter of fiscal year 2026. ASU 2023-07 is a requirement for additional disclosure; as such, it did not impact the consolidated financial statements other than the disclosure requirements in Note 15.
- 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 or the service is performed. 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 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.
Each 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 normal 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 $5.1 million and $7.2 million at September 30, 2026 and June 30, 2026, respectively, and are included in accrued liabilities on the consolidated balance sheets. Revenue recognized for the three months ended September 30, 2026 and 2025 from amounts included in contract liabilities at the beginning of the period was not significant and substantially all of our contract liabilities are recognized within a twelve-month period.
The Company elected the practical expedient that permits the omission of disclosure for remaining performance obligations which are expected to be satisfied in one year or less.
Disaggregation of Revenue
The Company operates intwo business segments, Specialty Alloys Operations ("SAO") and Performance Engineered Products ("PEP"). Revenue is disaggregated within thesetwo business segments by diversified end-use markets and by geographical locations based on the location of the customer.
Comparative information of the Company's overall revenue by end-use markets for the three months ended September 30, 2026 and 2025 was as follows:
| End-Use Market | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions) | SAO | PEP | Intersegment | Total | SAO | PEP | Intersegment | Total |
| Aerospace and Defense | $509.2 | $26.9 | $(1.5) | $534.6 | $447.0 | $26.1 | $(2.2) | $470.9 |
| Medical | 56.3 | 24.5 | (15.3) | 65.5 | 52.9 | 36.2 | (14.6) | 74.5 |
| Energy | 43.1 | 3.4 | — | 46.5 | 53.9 | 0.8 | — | 54.7 |
| Transportation | 24.3 | 2.6 | (0.1) | 26.8 | 20.7 | 2.1 | — | 22.8 |
| Industrial and Consumer | 97.5 | 11.5 | (6.3) | 102.7 | 85.1 | 10.5 | (2.7) | 92.9 |
| Distribution | — | 22.2 | (0.1) | 22.1 | — | 17.9 | — | 17.9 |
| Total net sales | $730.4 | $91.1 | $(23.3) | $798.2 | $659.6 | $93.6 | $(19.5) | $733.7 |
Comparative information of the Company's overall revenue by geographic locations for the three months ended September 30, 2026 and 2025 was as follows:
| Geographic Location (a) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions) | SAO | PEP | Intersegment | Total | SAO | PEP | Intersegment | Total |
| United States | $412.9 | $63.4 | $(11.7) | $464.6 | $380.7 | $57.8 | $(6.1) | $432.4 |
| Europe | 149.2 | 10.2 | (3.9) | 155.5 | 154.6 | 15.4 | (3.8) | 166.2 |
| Asia Pacific | 100.5 | 8.5 | (7.7) | 101.3 | 82.1 | 10.6 | (9.6) | 83.1 |
| Mexico | 42.2 | 6.6 | — | 48.8 | 19.5 | 5.2 | 0.1 | 24.8 |
| Canada | 16.2 | 1.2 | — | 17.4 | 12.9 | 1.5 | — | 14.4 |
| Other | 9.4 | 1.2 | — | 10.6 | 9.8 | 3.1 | (0.1) | 12.8 |
| Total net sales | $730.4 | $91.1 | $(23.3) | $798.2 | $659.6 | $93.6 | $(19.5) | $733.7 |
(a) Net sales are attributed to geographic region based on the location of the customer.
- Earnings per Common Share
The Company calculates basic and diluted earnings per share using the two-class method. Under the two-class method, earnings 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 available to each class of stock are divided by the weighted average number of outstanding shares for the period in each class. Diluted earnings per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding. No awards issued under share-based compensation plans were excluded from the calculations of diluted earnings per share because their effects were anti-dilutive for the three months ended September 30, 2026 and 2025.
The calculations of basic and diluted earnings per common share for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months EndedSeptember 30, | ||
|---|---|---|
| (in millions, except per share data) | 2026 | 2025 |
| Net income | $162.5 | $122.5 |
| Dividends allocated to participating securities | (0.1) | — |
| Earnings available for common stockholders used in calculation of basic earnings per common share | $162.4 | $122.5 |
| Weighted average number of common shares outstanding, basic | 49.8 | 50.1 |
| Basic earnings per common share | $3.26 | $2.45 |
| Net income | $162.5 | $122.5 |
| Dividends allocated to participating securities | (0.1) | — |
| Earnings available for common stockholders used in calculation of diluted earnings per common share | $162.4 | $122.5 |
| Weighted average number of common shares outstanding, basic | 49.8 | 50.1 |
| Effect of shares issuable under share-based compensation plans | 0.2 | 0.3 |
| Weighted average number of common shares outstanding, diluted | 50.0 | 50.4 |
| Diluted earnings per common share | $3.25 | $2.43 |
- Inventories
Inventories consisted of the following components as of September 30, 2026 and June 30, 2026:
| ($ in millions) | September 30,2026 | June 30,2026 |
|---|---|---|
| Raw materials and supplies | $201.9 | $177.8 |
| Work in process | 538.4 | 493.8 |
| Finished and purchased products | 144.1 | 151.3 |
| Total inventories | $884.4 | $822.9 |
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 September 30, 2026 and June 30, 2026, $165.7 million and $162.6 million of inventory, respectively, was accounted for using a method other than the LIFO inventory costing method.
- Accrued Liabilities
Accrued liabilities consisted of the following as of September 30, 2026 and June 30, 2026:
| ($ in millions) | September 30,2026 | June 30,2026 |
|---|---|---|
| Accrued compensation and benefits | $68.1 | $148.3 |
| Accrued taxes | 9.0 | 7.2 |
| Current portion of lease liabilities | 8.3 | 8.8 |
| Accrued income taxes | 5.7 | 2.5 |
| Derivative financial instruments | 5.4 | 1.2 |
| Contract liabilities | 5.1 | 7.2 |
| Accrued interest expense | 3.3 | 13.1 |
| Accrued pension liabilities | 3.2 | 3.2 |
| Accrued postretirement benefits | 2.1 | 2.1 |
| Other | 12.0 | 13.0 |
| Total accrued liabilities | $122.2 | $206.6 |
- Pension and Other Postretirement Benefits
The components of the net periodic pension expense (income) related to the Company's pension and other postretirement benefits for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| ($ in millions) · Pension Plans · Other Postretirement Plans | ||||
| Service cost | $1.9 | $1.7 | $0.3 | $0.5 |
| Interest cost | 9.3 | 9.3 | 2.4 | 2.4 |
| Expected return on plan assets | (9.0) | (8.6) | (2.5) | (2.2) |
| Amortization of net loss (gain) | 1.2 | 1.6 | (2.1) | (1.5) |
| Amortization of prior service cost | — | 0.4 | — | — |
| Net pension expense (income) | $3.4 | $4.4 | $(1.9) | $(0.8) |
During the three months ended September 30, 2026 and 2025, the Company made $8.6 million and $5.9 million, respectively, of cash contributions to its qualified defined benefit pension plans. The Company currently expects to make $16.9 million of required cash pension contributions to its domestic qualified defined benefit pension plans during the remainder of fiscal year 2027.
- Debt
On November 20, 2025, the Company completed its offering and sale of $700.0 million in aggregate principal amount of 5.625% Senior Notes due 2034 (the "2034 Notes"). The 2034 Notes accrue interest at the rate of 5.625% per annum, with interest payable in cash semi-annually in arrears on March 1 and September 1, commencing March 1, 2026. The 2034 Notes will mature on March 1, 2034. The 2034 Notes are senior indebtedness of the Company, ranking equally in right of payment with all its existing and future senior indebtedness and senior to any future subordinated indebtedness. The Company used the net proceeds from the issuance of the 2034 Notes to repay, in November 2025, $400.0 million and $300.0 million in aggregate principal amount of its senior unsecured Notes due July 2028 and March 2030, respectively, including any interest and premium due thereon, thereby redeeming such notes in full.
On November 20, 2025, the Company entered into a Third 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 Second Amended and Restated Credit Agreement dated as of April 14, 2023, which had been set to expire on April 12, 2028. The third amendment and restatement of the Credit Facility extended the maturity to November 20, 2030.
The Credit Facility is an unsecured revolving credit facility with a commitment of $500.0 million subject to the right, from time to time, to request an increase of the commitment not in excess of $650.0 million 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 September 30, 2026, the Company had $0.9 million of issued letters of credit under the Credit Facility andno short-term borrowings. The balance of $499.1 million remains available to the Company.
Interest on the borrowings under the Credit Facility accrues at variable rates which are determined based upon the Company's consolidated total leverage ratio. The applicable margin to be added to Alternative Currency Daily Rate, Alternative Currency Term Rate and Term SOFR determined loans ranges from 1.375% to 2.150% (1.625% as of September 30, 2026), and for Base Rate-determined loans, from 0.500% to 1.250% (0.750% as of September 30, 2026). The Company also pays a quarterly commitment fee ranging from 0.200% to 0.300% (0.225% as of September 30, 2026), determined based upon the consolidated total leverage ratio, of the unused portion of the commitment under the Credit Facility. In addition, the Company must pay certain letter of credit fees, ranging from 1.375% to 2.150% (1.625% as of September 30, 2026), with respect to letters of credit issued under the Credit Facility. As of September 30, 2026, the borrowing rate for the Credit Facility was 5.638%, however, the Company hadno short-term borrowings.
The Company is subject to certain financial and restrictive covenants under the Credit Facility, which require the maintenance of a minimum interest coverage ratio of 3.00 to 1.00 and a consolidated net leverage ratio of no more than 3.50 to 1.00. The restrictions of these covenants (other than the financial ratio covenants) are subject to certain exceptions or threshold triggering amounts or events specified in the Credit Facility, and in some cases the restrictions may be waived by the lenders. As of September 30, 2026, the Company was in compliance with all of the covenants of the Credit Facility.
Long-term debt outstanding as of September 30, 2026 and June 30, 2026 consisted of the following:
| ($ in millions) | September 30,2026 | June 30,2026 |
|---|---|---|
| Senior unsecured notes, 5.625% due March 2034 (face value of $700.0 million at September 30, 2026) | 691.0 | 690.7 |
| Total debt | 691.0 | 690.7 |
| Less: amounts due within one year | — | — |
| Long-term debt, net of current portion | $691.0 | $690.7 |
For the three months ended September 30, 2026 and 2025, interest costs totaled $10.6 million and $12.7 million, respectively, of which $3.5 million and $1.2 million, respectively, were capitalized as part of the cost of property, plant, equipment and software. The decrease in interest expense, net in the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, is due to higher capitalized interest and a lower interest rate on the 2034 Notes as compared to the notes that were prepaid and redeemed in full in November 2025.
- 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 three months ended September 30, 2026, the Company didnot adjust the liability for environmental remediation costs. 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 September 30, 2026 and June 30, 2026 were $17.3 million and $17.3 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.
- Share Repurchase Program
In August 2026, the Company's Board of Directors authorized a share repurchase program. The program authorizes the purchase of up to $1.0 billion of the Company's outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions. Under the terms of the share repurchase program, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. There is no stated expiration for the share repurchase program. The Company is not obligated to repurchase any specific number of shares or to do so at any particular time, and the share repurchase program may be suspended, modified or terminated at any time without prior notice. In July 2024, the Company's Board of Directors authorized a share repurchase program of up to $400.0 million of the Company's outstanding common stock. Purchases under this program were fully completed during the three months ended September 30, 2026.
During the three months ended September 30, 2026, the Company purchased 241,924 shares of its common stock on the open market for an aggregate of $133.9 million. Purchases of $118.9 million were made under the $400.0 million program. Purchases of $15.0 million were made under the $1.0 billion program, leaving $985.0 million available for future purchases as of September 30, 2026. During the three months ended September 30, 2025, the Company purchased 200,000 shares of its common stock on the open market for an aggregate of $49.1 million.
- Fair Value Measurements
The fair value hierarchy has three levels based on the inputs used to determine fair value. Level 1 refers to quoted prices in active markets for identical assets or liabilities. Level 2 refers to observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or trade infrequently; or other inputs that are observable or can be corroborated by observable market data. Level 3 refers to unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Currently, the Company does not use Level 1 or 3 inputs.
The following tables present the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
| September 30, 2026 | Fair ValueMeasurements UsingInput Type |
|---|---|
| ($ in millions) | Level 2 |
| Assets: | |
| Derivative financial instruments | $0.1 |
| Liabilities: | |
| Derivative financial instruments | $5.6 |
| June 30, 2026 | Fair ValueMeasurements UsingInput Type |
|---|---|
| ($ in millions) | Level 2 |
| Assets: | |
| Derivative financial instruments | $0.3 |
| Liabilities: | |
| Derivative financial instruments | $1.2 |
The Company's derivative financial instruments have historically consisted of commodity forward contracts and foreign currency forward contracts. These instruments are measured at fair value using the market method valuation technique. The inputs to this technique utilize information related to commodity prices and foreign exchange rates published by third party leading financial news and data providers. This is observable data; however, the valuation of these instruments is not based on actual transactions for the same instruments and, as such, they are classified as Level 2. The Company's use of derivatives and hedging policies are more fully discussed in Note 12 Derivatives and Hedging Activities.
The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with U.S. GAAP.
The carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of these items. The carrying amounts and estimated fair values of the Company's financial instruments not recorded at fair value in the financial statements were as follows:
| September 30, 2026 | June 30, 2026 | |||
|---|---|---|---|---|
| ($ in millions) | CarryingValue | FairValue | CarryingValue | FairValue |
| Long-term debt | $691.0 | $661.5 | $690.7 | $700.6 |
| Company-owned life insurance | $37.8 | $37.8 | $38.0 | $38.0 |
The fair values of long-term debt as of September 30, 2026 and June 30, 2026 were determined by using current quoted prices for the Company's existing debt arrangements that are traded infrequently and accordingly would be classified as Level 2 inputs in the fair value hierarchy.
The carrying amount of Company-owned life insurance as of September 30, 2026 and June 30, 2026 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.
- 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 utilized during the three months ended September 30, 2026 and 2025, 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 income (loss) ("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 September 30, 2026, the Company had forward contracts to purchase 1.7 million pounds of certain raw materials with settlement dates through February 2028.
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 purchase commitments for property, plant and equipment denominated in foreign currencies, principally the Euro, 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 and reclassified to the cost of property, plant and equipment in the period during which the purchase transaction is completed or expensed if it becomes probable that the forecasted transaction will not occur. As of September 30, 2026 and June 30, 2026, the fair value of the outstanding foreign currency forwards designated as hedging instruments were not material.
Fair Value Hedging — Foreign currency forward contracts: The Company 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 income, net. As of September 30, 2026 and June 30, 2026, 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 September 30, 2026 and June 30, 2026:
| September 30, 2026 | ForeignCurrencyContracts | CommodityContracts | TotalDerivatives |
|---|---|---|---|
| ($ in millions) | |||
| Asset Derivatives: | |||
| Other current assets | $— | $— | $— |
| Other assets | — | 0.1 | 0.1 |
| Total asset derivatives | $— | $0.1 | $0.1 |
| Liability Derivatives: | |||
| Accrued liabilities | $0.4 | $5.0 | $5.4 |
| Other liabilities | — | 0.2 | 0.2 |
| Total liability derivatives | $0.4 | $5.2 | $5.6 |
| June 30, 2026 | ForeignCurrencyContracts | CommodityContracts | TotalDerivatives |
|---|---|---|---|
| ($ in millions) | |||
| Asset Derivatives: | |||
| Other current assets | $0.1 | $0.2 | $0.3 |
| Other assets | — | — | — |
| Total asset derivatives | $0.1 | $0.2 | $0.3 |
| Liability Derivatives: | |||
| Accrued liabilities | $— | $1.2 | $1.2 |
| Other liabilities | — | — | — |
| Total liability derivatives | $— | $1.2 | $1.2 |
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 as of September 30, 2026. If the Company had chosen to present the derivative contracts on a gross basis as of June 30, 2026, the total asset derivatives and total liability derivatives would have been $0.5 million and $1.4 million.
According to the provisions of the Company's derivative arrangements, in the event that the fair value of outstanding derivative positions with certain counterparties exceeds certain thresholds, the Company may be required to issue cash collateral to the counterparties. As of September 30, 2026 and June 30, 2026, the Company hadno cash collateral held by counterparties.
The Company is exposed to credit loss in the event of nonperformance by counterparties on its derivative instruments as well as credit or performance risk with respect to its customer commitments to perform. Although nonperformance is possible, the Company does not anticipate nonperformance by any of the parties. In addition, various master netting arrangements are in place with counterparties to facilitate settlements of gains and losses on these contracts.
Cash Flow Hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings or it becomes probable the forecasted transactions will not occur. The following is a summary of the losses related to cash flow hedges recognized during the three months ended September 30, 2026 and 2025:
| Amount of Loss Recognized in AOCI on Derivatives | ||
|---|---|---|
| Three Months EndedSeptember 30, | ||
| ($ in millions) | 2026 | 2025 |
| Derivatives in Cash Flow Hedging Relationship: | ||
| Commodity contracts | $(4.8) | $(1.1) |
| Foreign exchange contracts | — | (0.1) |
| Total | $(4.8) | $(1.2) |
| Location of Loss Reclassified from AOCI into Income · Amount of Loss Reclassified from AOCI into Income | |||
|---|---|---|---|
| Three Months EndedSeptember 30, | |||
| ($ in millions) · 2026 · 2025 | |||
| Derivatives in Cash Flow Hedging Relationship: | |||
| Commodity contracts | Cost of Sales | $(0.7) | $(1.5) |
| Total | $(0.7) | $(1.5) | |
The following is a summary of total amounts presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded during the three months ended September 30, 2026 and 2025:
| Three Months EndedSeptember 30, 2026 | Three Months EndedSeptember 30, 2025 | |
|---|---|---|
| ($ in millions) | Cost of Sales | Cost of Sales |
| Total amounts presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | $541.9 | $517.3 |
| Loss on Derivatives in Cash Flow Hedging Relationship: | ||
| Commodity contracts | ||
| Amount of loss reclassified from AOCI to income | $(0.7) | $(1.5) |
| Total loss | $(0.7) | $(1.5) |
The Company estimates that $3.8 million of net derivative losses included in AOCI as of September 30, 2026, will be reclassified into earnings within the next twelve months. No significant cash flow hedges were discontinued during the three months ended September 30, 2026.
- Other Income, Net
Other income, net consisted of the following:
| Three Months EndedSeptember 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Interest income | $(2.0) | $(2.2) |
| Unrealized gains on company-owned life insurance contracts and investments held in rabbi trusts | (1.0) | (2.5) |
| Pension earnings, interest and deferrals | (0.7) | 1.4 |
| Foreign exchange losses | 0.6 | 0.3 |
| Total other income, net | $(3.1) | $(3.0) |
- 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 $29.9 million, or 15.5 percent of income before income taxes for the three months ended September 30, 2026, as compared with income tax expense of $22.3 million, or 15.4 percent of income before income taxes for the three months ended September 30, 2025.
Income tax expense for the three months ended September 30, 2026, includes discrete tax benefits of $12.1 million attributable to employee share-based compensation. Income tax expense for the three months ended September 30, 2025, included discrete tax benefits of $10.8 million attributable to employee share-based compensation.
- 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 segment 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 chief operating decision maker ("CODM") is the Chief Executive Officer. The measure of profit and loss that is used by the CODM to evaluate the performance of these operating segments is operating income. The CODM uses operating income when making decisions about allocating capital and personnel to the segments in the annual operating plan and monthly performance review processes. The CODM considers variances of actual results compared to the annual operating plan and subsequent forecasts for each segment. Operating income for each of the Company's reportable segments is comprised of the segment's net sales less directly related product costs and other operating expenses. 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 from segment operating results are items that management considers not representative of ongoing operations, such as restructuring charges and other specifically identified income or expense items. Total net sales and operating earnings by segment include intersegment sales which are generally recorded at cost-plus a specified fee for a negotiated fixed price. All significant intersegment transactions have been eliminated from each reportable segment's net sales and earnings for all periods presented.
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 within other income, net, excluded from the business segments.
On a consolidated basis, no single customer accounted for 10 percent or more of net sales for the three months ended September 30, 2026 or September 30, 2025. No single customer accounted for 10 percent or more of the accounts receivable outstanding as of September 30, 2026 or June 30, 2026.
See Note 3 Revenue for comparative information of the Company's overall revenue by segment, end-use market and geographical location. The Company believes further disaggregation of revenue is impracticable. Net sales and operating income by segment for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, 2026 · Three Months Ended September 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions) · SAO · PEP · Total · SAO · PEP · Total | ||||||||
| Sales to external customers | $724.1 | $74.1 | $798.2 | $656.1 | $77.6 | $733.7 | ||
| Intersegment sales | 6.3 | 17.0 | 23.3 | 3.5 | 16.0 | 19.5 | ||
| Total sales | 730.4 | 91.1 | 821.5 | 659.6 | 93.6 | 753.2 | ||
| Reconciliation of sales | ||||||||
| Elimination of intersegment | (23.3) | (19.5) | ||||||
| Consolidated net sales | $798.2 | $733.7 | ||||||
| Less: (a) | ||||||||
| Cost of sales | 485.5 | 78.6 | 564.1 | 458.0 | 78.8 | 536.8 | ||
| Other segment items (b) | 28.6 | 5.2 | 33.8 | 30.9 | 5.4 | 36.3 | ||
| Segment operating income | 216.3 | 7.3 | 223.6 | 170.7 | 9.4 | 180.1 | ||
| Reconciliation of operating income | ||||||||
| Corporate costs (c) | (26.1) | (26.6) | ||||||
| Elimination of intersegment | (1.1) | (0.2) | ||||||
| Consolidated operating income | $196.4 | $153.3 | ||||||
| Other items: | ||||||||
| Interest expense, net | 7.1 | 11.5 | ||||||
| Other income, net | (3.1) | (3.0) | ||||||
| Income before income taxes | $192.4 | $144.8 | ||||||
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.
(b) Other segment items for each reportable segment primarily includes selling, general and administrative expenses.
(c) Corporate costs include executive and director compensation, and other corporate facilities and administrative expenses not allocated to the segments. Corporate costs also include other items that management considers not representative of ongoing operations, such as restructuring charges and other specifically identified income or expense items.
Additional data by segment for the three months ended September 30, 2026 and 2025 is as follows:
| Depreciation and Amortization | Three Months EndedSeptember 30, | |
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Specialty Alloys Operations | $30.7 | $30.4 |
| Performance Engineered Products | 4.7 | 4.4 |
| Corporate | 1.2 | 1.2 |
| Consolidated depreciation and amortization | $36.6 | $36.0 |
| Capital Expenditures | Three Months EndedSeptember 30, | |
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Specialty Alloys Operations | $74.4 | $38.9 |
| Performance Engineered Products | 2.5 | 3.0 |
| Corporate | 0.8 | 0.7 |
| Consolidated capital expenditures | $77.7 | $42.6 |
| Total Assets | September 30,2026 | June 30,2026 |
|---|---|---|
| ($ in millions) | ||
| Specialty Alloys Operations | $3,095.5 | $2,962.0 |
| Performance Engineered Products | 398.3 | 400.3 |
| Total segment assets | 3,493.8 | 3,362.3 |
| Corporate | 261.5 | 491.0 |
| Intersegment | (10.6) | (15.0) |
| Consolidated total assets | $3,744.7 | $3,838.3 |
| Long-lived Assets (a) | September 30,2026 | June 30,2026 |
|---|---|---|
| ($ in millions) | ||
| United States | $1,534.2 | $1,483.8 |
| Europe | 2.2 | 2.3 |
| Mexico | 0.9 | 1.0 |
| Asia Pacific | 0.4 | 0.4 |
| Canada | 0.3 | 0.4 |
| Consolidated long-lived assets | $1,538.0 | $1,487.9 |
(a) Long-lived assets consist primarily of property, plant, equipment and software, net.
- Reclassifications from Accumulated Other Comprehensive Loss
The changes in AOCI by component, net of tax, for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, 2026($ in millions) (a) | Cash flowhedging items | Pension andotherpostretirementbenefit planitems | Foreigncurrencyitems | Total |
|---|---|---|---|---|
| Balances at June 30, 2026 | $(3.8) | $21.3 | $(37.9) | $(20.4) |
| Other comprehensive loss before reclassifications | (3.6) | — | (1.4) | (5.0) |
| Amounts reclassified from AOCI (b) | 0.5 | (0.7) | — | (0.2) |
| Total other comprehensive loss, net of tax | (3.1) | (0.7) | (1.4) | (5.2) |
| Balances at September 30, 2026 | $(6.9) | $20.6 | $(39.3) | $(25.6) |
| Three Months Ended September 30, 2025($ in millions) (a) | Cash flowhedging items | Pension andotherpostretirementbenefit planitems | Foreigncurrencyitems | Total |
|---|---|---|---|---|
| Balances at June 30, 2025 | $(4.2) | $(27.4) | $(36.3) | $(67.9) |
| Other comprehensive loss before reclassifications | (0.9) | — | (0.5) | (1.4) |
| Amounts reclassified from AOCI (b) | 1.2 | 0.4 | — | 1.6 |
| Total other comprehensive income (loss), net of tax | 0.3 | 0.4 | (0.5) | 0.2 |
| Balances at September 30, 2025 | $(3.9) | $(27.0) | $(36.8) | $(67.7) |
(a) All amounts are net of tax. Amounts in parentheses indicate debits.
(b) See separate table below for further details.
The following is a summary of amounts reclassified from AOCI for the three months ended September 30, 2026 and 2025:
| Details about AOCI Components · Location of loss · Amount Reclassified from AOCI Three Months Ended September 30, | |||
|---|---|---|---|
| ($ in millions) (a) · 2026 · 2025 | |||
| Cash flow hedging items: | |||
| Commodity contracts | Cost of sales | $(0.7) | $(1.5) |
| Total before tax | (0.7) | (1.5) | |
| Tax benefit | 0.2 | 0.3 | |
| Net of tax | $(0.5) | $(1.2) | |
| Details about AOCI Components · Location of gain(loss) · Amount Reclassified from AOCI Three Months Ended September 30, | |||
|---|---|---|---|
| ($ in millions) (a) · 2026 · 2025 | |||
| Amortization of pension and other postretirement benefit plan items: | |||
| Net actuarial gain (loss) | (b) | $0.9 | $(0.1) |
| Prior service cost | (b) | — | (0.4) |
| Total before tax | 0.9 | (0.5) | |
| Tax (expense) benefit | (0.2) | 0.1 | |
| Net of tax | $0.7 | $(0.4) | |
(a) Amounts in parentheses indicate debits to income/loss.
(b) These AOCI components are included in the computation of net periodic pension expense (income) (see Note 7 Pension and Other Postretirement Benefits for additional details).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.