CRS - 2015.03.31 - 10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 

FORM 10-Q
 
 

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

For the quarterly period ended March 31, 2015
 
or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            
 
 
Commission File Number 1-5828
 
CARPENTER TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its Charter)
 

Delaware
 
23-0458500
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
P.O. Box 14662
Reading, Pennsylvania
 
19610
(Address of principal executive offices)
 
(Zip Code)
610-208-2000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes x  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer:
x
 
Accelerated filer:
o
 
 
 
Non-accelerated filer:
o
(Do not check if a smaller reporting company)
Smaller reporting company:
o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x
 
The number of shares outstanding of the issuer’s common stock as of April 29, 2015 was 50,403,963.

Table of Contents    

CARPENTER TECHNOLOGY CORPORATION
FORM 10-Q
INDEX
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2
Table of Contents    

PART I
Item 1. Financial Statements
 
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except share data)
 
March 31,
2015
 
June 30,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
29.4

 
$
120.0

Accounts receivable, net
318.9

 
339.6

Inventories
710.7

 
699.2

Deferred income taxes
16.7

 
—

Other current assets
43.0

 
35.7

Total current assets
1,118.7

 
1,194.5

Property, plant and equipment, net
1,403.6

 
1,407.0

Goodwill
257.3

 
257.7

Other intangibles, net
73.5

 
80.6

Other assets
114.3

 
117.7

Total assets
$
2,967.4

 
$
3,057.5

LIABILITIES
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
178.3

 
$
278.1

Accrued liabilities
144.3

 
148.0

Deferred income taxes
—

 
4.5

Total current liabilities
322.6

 
430.6

Long-term debt
609.8

 
604.3

Accrued pension liabilities
228.9

 
203.4

Accrued postretirement benefits
160.2

 
163.2

Deferred income taxes
182.8

 
110.7

Other liabilities
63.3

 
41.0

Total liabilities
1,567.6

 
1,553.2

Contingencies and commitments (see Note 8)

 

STOCKHOLDERS’ EQUITY
 
 
 
Common stock — authorized 100,000,000 shares; issued 55,233,807 shares at March 31, 2015 and 55,161,875 shares at June 30, 2014; outstanding 51,886,740 shares at March 31, 2015 and 53,137,144 shares at June 30, 2014
276.2

 
275.8

Capital in excess of par value
265.1

 
263.5

Reinvested earnings
1,319.0

 
1,311.6

Common stock in treasury (3,347,067 shares and 2,024,731 shares at March 31, 2015 and June 30, 2014, respectively), at cost
(157.6
)
 
(101.4
)
Accumulated other comprehensive loss
(302.9
)
 
(245.2
)
Total equity
1,399.8

 
1,504.3

Total liabilities and equity
$
2,967.4

 
$
3,057.5

See accompanying notes to consolidated financial statements.

3
Table of Contents    

CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except per share data)
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
 
2015
 
2014
 
2015
 
2014
NET SALES
$
570.6

 
$
566.3

 
$
1,668.8

 
$
1,568.4

Cost of sales
494.8

 
471.8

 
1,438.9

 
1,275.2

Gross profit
75.8

 
94.5

 
229.9

 
293.2

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
45.7

 
45.0

 
132.7

 
140.4

Restructuring charges
25.3

 
—

 
25.3

 
—

Operating income
4.8

 
49.5

 
71.9

 
152.8

 
 
 
 
 
 
 
 
Interest expense, net
(7.1
)
 
(2.7
)
 
(20.9
)
 
(10.8
)
Other (expense) income, net
—

 
(0.6
)
 
4.8

 
0.1

 
 
 
 
 
 
 
 
(Loss) income before income taxes
(2.3
)
 
46.2

 
55.8

 
142.1

Income tax (benefit) expense
(0.9
)
 
15.6

 
19.6

 
47.4

 
 
 
 
 
 
 
 
Net (loss) income
$
(1.4
)
 
$
30.6

 
$
36.2

 
$
94.7

 
 
 
 
 
 
 
 
(LOSS) EARNINGS PER COMMON SHARE:
 

 
 

 
 

 
 

Basic
$
(0.03
)
 
$
0.57

 
$
0.68

 
$
1.77

Diluted
$
(0.03
)
 
$
0.57

 
$
0.68

 
$
1.76

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 

 
 

 
 

 
 

Basic
52.6

 
53.3

 
53.2

 
53.2

Diluted
52.6

 
53.7

 
53.3

 
53.6

 
 
 
 
 
 
 
 
Cash dividends per common share
$
0.18

 
$
0.18

 
$
0.54

 
$
0.54

 
See accompanying notes to consolidated financial statements.

4
Table of Contents    

CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
($ in millions)
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
 
2015
 
2014
 
2015
 
2014
Net (loss) income
$
(1.4
)
 
$
30.6

 
$
36.2

 
$
94.7

Other comprehensive (loss) income, net of tax
 

 
 

 
 

 
 

Pension and postretirement benefits, net of tax of $(1.8), $(2.2), $(5.5) and $(6.4), respectively
3.0

 
3.7

 
8.9

 
11.2

Net (loss) gain on derivative instruments, net of tax of $8.0, $(12.3), $23.4 and $(15.9), respectively
(13.2
)
 
20.5

 
(38.7
)
 
26.5

Unrealized gain on marketable securities, net of tax of $0.0, $0.0, $0.0 and $0.0, respectively
—

 
—

 
—

 
0.1

Foreign currency translation
(9.9
)
 
(1.0
)
 
(27.9
)
 
3.9

Other comprehensive (loss) income
(20.1
)
 
23.2

 
(57.7
)
 
41.7

Comprehensive (loss) income
$
(21.5
)
 
$
53.8

 
$
(21.5
)
 
$
136.4

 
See accompanying notes to consolidated financial statements.

5
Table of Contents    

CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in millions)
 
 
Nine Months Ended
March 31,
 
2015
 
2014
OPERATING ACTIVITIES
 

 
 

Net income
$
36.2

 
$
94.7

Adjustments to reconcile net income to net cash provided from operating activities:
 

 
 

Depreciation and amortization
91.2

 
80.9

Non-cash restructuring and asset impairment charges
6.3

 
—

Deferred income taxes
68.4

 
2.0

Net pension expense
34.6

 
43.0

Payments from qualified pension plan associated with restructuring charges
7.6

 
—

Stock-based compensation expense
6.8

 
9.0

Net loss on disposal of property and equipment
0.8

 
0.5

Changes in working capital and other:
 

 
 

Accounts receivable
6.6

 
30.0

Inventories
(18.4
)
 
(60.6
)
Other current assets
(12.0
)
 
(6.4
)
Accounts payable
(42.3
)
 
0.5

Accrued liabilities
(22.7
)
 
(31.4
)
Pension plan contributions
(5.5
)
 
(4.6
)
Other postretirement plan contributions
(10.2
)
 
(9.8
)
Other, net
1.0

 
(3.8
)
Net cash provided from operating activities
148.4

 
144.0

INVESTING ACTIVITIES
 

 
 

Purchases of property, equipment and software
(152.3
)
 
(298.2
)
Proceeds from disposals of property and equipment
0.2

 
0.3

Net cash used for investing activities
(152.1
)
 
(297.9
)
FINANCING ACTIVITIES
 

 
 

Dividends paid
(28.8
)
 
(28.8
)
Purchase of treasury stock
(60.3
)
 
—

Tax benefits on share-based compensation
0.6

 
2.2

Proceeds from stock options exercised
2.3

 
6.8

Net cash used for financing activities
(86.2
)
 
(19.8
)
Effect of exchange rate changes on cash and cash equivalents
(0.7
)
 
1.5

DECREASE IN CASH AND CASH EQUIVALENTS
(90.6
)
 
(172.2
)
Cash and cash equivalents at beginning of period
120.0

 
257.5

Cash and cash equivalents at end of period
$
29.4

 
$
85.3

SUPPLEMENTAL CASH FLOW INFORMATION:
 

 
 

Non-cash investing activities:
 

 
 

Acquisition of property, equipment and software
$
9.3

 
$
41.2

Non-cash financing activities:
 
 
 
Seller-financed debt related to the purchase of software
$
4.9

 
$
—

See accompanying notes to consolidated financial statements.

6
Table of Contents    

CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2015 AND 2014
(Unaudited)
($ in millions, except per share data)
 
 
Common Stock
 
Reinvested Earnings
 
Common Stock in Treasury
 
Accumulated Other Comprehensive Income (Loss)
 
Total Equity
 
Par Value Of $5
 
Capital in Excess of Par Value
 
 
 
 
Balances at June 30, 2014
$
275.8

 
$
263.5

 
$
1,311.6

 
$
(101.4
)
 
$
(245.2
)
 
$
1,504.3

Net income
 

 
 

 
36.2

 
 

 
 

 
36.2

Pension and postretirement benefits gain, net of tax
 

 
 

 
 

 
 

 
8.9

 
8.9

Net loss on derivative instruments, net of tax
 

 
 

 
 

 
 

 
(38.7
)
 
(38.7
)
Foreign currency translation
 

 
 

 
 

 
 

 
(27.9
)
 
(27.9
)
Cash Dividends:
 

 
 

 
 

 
 

 
 

 
 

Common @ $0.54 per share
 

 
 

 
(28.8
)
 
 

 
 

 
(28.8
)
Purchase of treasury stock
 
 
 
 
 
 
(60.3
)
 
 
 
(60.3
)
Share-based compensation plans
 

 
(0.9
)
 
 

 
4.1

 
 

 
3.2

Stock options exercised
0.4

 
1.9

 
 

 
 

 
 

 
2.3

Tax windfall on share-based compensation
 

 
0.6

 
 

 
 

 
 

 
0.6

Balances at March 31, 2015
$
276.2

 
$
265.1

 
$
1,319.0

 
$
(157.6
)
 
$
(302.9
)
 
$
1,399.8

 
 
Common Stock
 
Reinvested Earnings
 
Common Stock in Treasury
 
Accumulated Other Comprehensive Income (Loss)
 
Total Equity
 
Par Value Of $5
 
Capital in Excess of Par Value
 
 
 
 
Balances at June 30, 2013
$
274.6

 
$
254.4

 
$
1,217.3

 
$
(107.5
)
 
$
(335.7
)
 
$
1,303.1

Net income
 

 
 

 
94.7

 
 

 
 

 
94.7

Pension and postretirement benefits gain, net of tax
 

 
 

 
 

 
 

 
11.2

 
11.2

Net gain on derivative instruments, net of tax
 

 
 

 
 

 
 

 
26.5

 
26.5

Unrealized gain on marketable securities, net of tax
 

 
 

 
 

 
 

 
0.1

 
0.1

Foreign currency translation
 

 
 

 
 

 
 

 
3.9

 
3.9

Cash Dividends:
 

 
 

 
 

 
 

 
 

 
 

Common @ $0.54 per share
 

 
 

 
(28.8
)
 
 

 
 

 
(28.8
)
Share-based compensation plans
 

 
1.2

 
 

 
4.4

 
 

 
5.6

Stock options exercised
1.2

 
5.6

 
 

 
 

 
 

 
6.8

Tax windfall on share-based compensation
 

 
2.2

 
 

 
 

 
 

 
2.2

Balances at March 31, 2014
$
275.8

 
$
263.4

 
$
1,283.2

 
$
(103.1
)
 
$
(294.0
)
 
$
1,425.3

 
See accompanying notes to consolidated financial statements.

7
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
1.
Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair statement of the results are reflected in the interim periods presented. The June 30, 2014 consolidated balance sheet data was derived from audited financial statements, but does not include all the disclosures required by U.S. generally accepted accounting principles. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Carpenter’s annual report on Form 10-K for the year ended June 30, 2014 (the “2014 Form 10-K”). Operating results for the three and nine months ended March 31, 2015 are not necessarily indicative of the operating results for any future period.

Certain amounts in the consolidated financial statements and notes to the consolidated financial statements for prior year periods have been reclassified to conform to the fiscal year 2015 presentation.

As used throughout this report, unless the context requires otherwise, the terms “Carpenter”, the “Company”, “Registrant”, “Issuer”, “we” and “our” refer to Carpenter Technology Corporation.
 
2.
Restructuring Charges
 
In March 2015, the Company approved restructuring actions to reduce overhead costs and position the Company to drive long-term, profitable growth. Activities undertaken in connection with the restructuring plan are expected to be substantially completed by the end of the first quarter of fiscal year 2016. The restructuring charges for the three and nine months ended March 31, 2015 amounted to $25.3 million before taxes. The components of the restructuring charges are indicated below.

The Company recorded a pre-tax charge of $10.6 million during the three and nine months ended March 31, 2015 consisting primarily of various personnel-related costs for severance payments, medical coverage and related items. Of this charge, $3.4 million will be paid by the Company and $7.6 million will be paid from the Company's qualified pension plan. The charge also includes $0.4 million of non-cash forfeiture income related to stock-based compensation.
 
The Company recorded a pre-tax charge of $13.4 million during the three and nine months ended March 31, 2015 to exit a material development program. This includes an $8.0 million cash payment during the three and nine months ended March 31, 2015 to exit a licensing agreement and non-cash asset impairment charges totaling $5.4 million.
 
The Company recorded a pre-tax charge of $1.3 million during the three and nine months ended March 31, 2015 to reflect the accelerated depreciation of the property and equipment at a facility that will close in the fourth quarter of fiscal year 2015.
 
3.
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 (nonvested restricted shares and units that receive non-forfeitable dividends) according to their participation rights in dividends and undistributed earnings. The earnings available to each class of stock 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. For the three months ended March 31, 2015, 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. 
 

8
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The calculations of basic and diluted (loss) earnings per common share for the three and nine months ended March 31, 2015 and 2014 were as follows:
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(in millions, except per share data)
 
2015
 
2014
 
2015
 
2014
Net (loss) income
 
$
(1.4
)
 
$
30.6

 
$
36.2

 
$
94.7

Less: earnings and dividends allocated to participating securities
 
—

 
(0.1
)
 
—

 
(0.3
)
(Loss) earnings available for Carpenter common stockholders used in calculation of basic earnings per share
 
$
(1.4
)
 
$
30.5

 
$
36.2

 
$
94.4

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, basic
 
52.6

 
53.3

 
53.2

 
53.2

 
 
 
 
 
 
 
 
 
Basic (loss) earnings per common share
 
$
(0.03
)
 
$
0.57

 
$
0.68

 
$
1.77

 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(1.4
)
 
$
30.6

 
$
36.2

 
$
94.7

Less: earnings and dividends allocated to participating securities
 
—

 
(0.1
)
 
—

 
(0.3
)
(Loss) earnings available for Carpenter common stockholders used in calculation of diluted earnings per share
 
$
(1.4
)
 
$
30.5

 
$
36.2

 
$
94.4

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, basic
 
52.6

 
53.3

 
53.2

 
53.2

Effect of shares issuable under share-based compensation plans
 
—

 
0.4

 
0.1

 
0.4

Weighted average number of common shares outstanding, diluted
 
52.6

 
53.7

 
53.3

 
53.6

 
 
 
 
 
 
 
 
 
Diluted (loss) earnings per common share
 
$
(0.03
)
 
$
0.57

 
$
0.68

 
$
1.76

 
The following awards issued under share-based compensation plans were excluded from the above calculations of diluted earnings per share because their effects were anti-dilutive:
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(in millions)
 
2015
 
2014
 
2015
 
2014
Stock options
 
1.1

 
0.1

 
0.7

 
0.1

 
4.
Inventories
 
Inventories consisted of the following components as of March 31, 2015 and June 30, 2014:
 
($ in millions)
 
March 31,
2015
 
June 30,
2014
Raw materials and supplies
 
$
143.0

 
$
122.3

Work in process
 
368.2

 
393.9

Finished and purchased products
 
199.5

 
183.0

Total inventory
 
$
710.7

 
$
699.2

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

9
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


5.
Accrued Liabilities
 
Accrued liabilities consisted of the following as of March 31, 2015 and June 30, 2014:
 
($ in millions)
 
March 31,
2015
 
June 30,
2014
Accrued compensation and benefits
 
$
46.5

 
$
49.8

Derivative financial instruments
 
35.2

 
4.7

Accrued postretirement benefits
 
15.5

 
15.5

Accrued pension liabilities
 
6.5

 
19.3

Accrued interest expense
 
5.6

 
11.2

Accrued income taxes
 
—

 
8.4

Other
 
35.0

 
39.1

Total accrued liabilities
 
$
144.3

 
$
148.0

 
6.
Pension and Other Postretirement Benefits
 
The components of the net periodic benefit cost related to the Company’s pension and other postretirement benefits for the three and nine months ended March 31, 2015 and 2014 were as follows:
 
Three months ended March 31,
 
Pension Plans
 
Other Postretirement Plans
($ in millions)
 
2015
 
2014
 
2015
 
2014
Service cost
 
$
8.0

 
$
8.0

 
$
1.1

 
$
1.0

Interest cost
 
13.5

 
14.3

 
3.0

 
3.1

Expected return on plan assets
 
(17.2
)
 
(15.7
)
 
(1.7
)
 
(1.6
)
Amortization of net loss
 
4.2

 
5.5

 
0.5

 
0.3

Amortization of prior service cost
 
0.1

 
0.1

 
—

 
—

 
 
$
8.6

 
$
12.2

 
$
2.9

 
$
2.8

Nine months ended March 31,
 
Pension Plans
 
Other Postretirement Plans
($ in millions)
 
2015
 
2014
 
2015
 
2014
Service cost
 
$
24.0

 
$
24.2

 
$
3.3

 
$
3.0

Interest cost
 
40.5

 
43.0

 
9.0

 
9.3

Expected return on plan assets
 
(51.6
)
 
(47.1
)
 
(5.0
)
 
(4.8
)
Amortization of net loss
 
12.6

 
16.3

 
1.5

 
0.9

Amortization of prior service cost
 
0.3

 
0.4

 
—

 
—

 
 
$
25.8

 
$
36.8

 
$
8.8

 
$
8.4


Historically, the Company capitalized in inventory only the service cost portion of periodic benefit costs associated with manufacturing employees. During the three months ended December 31, 2013, the Company began to capitalize the portion of periodic benefit costs related to the interest cost, expected return on assets and amortization of net actuarial loss and prior service cost (benefit), which the Company refers to as pension earnings, interest and deferrals (“pension EID”), related to current manufacturing employees in inventory. The impact of this change resulted in an increase in the amount of capitalized periodic benefit costs of $2.2 million during the nine months ended March 31, 2014. This change did not have a material impact on any previously reported amounts.
 

10
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


During the nine months ended March 31, 2015 and 2014, the Company made $5.5 million and $4.6 million, respectively, of contributions to its qualified defined benefit pension plans. The Company currently expects to make approximately $1.7 million of contributions to its qualified defined benefit pension plans during the remainder of fiscal year 2015.
 
7.
Debt
 
The Company has a $500.0 million syndicated credit agreement (“Credit Agreement”) that extends to June 2018. Interest on the borrowings under the Credit Agreement accrue at variable rates, based upon LIBOR or a defined “Base Rate,” both determined based upon the rating of the Company’s senior unsecured long-term debt (the “Debt Rating”). The applicable margin to be added to LIBOR ranges from 0.75% to 1.90% (1.25% as of March 31, 2015), and for Base Rate-determined loans, from 0.00% to 0.90% (0.25% as of March 31, 2015). The Company also pays a quarterly commitment fee ranging from 0.075% to 0.375% (0.150% as of March 31, 2015), determined based upon the Debt Rating, of the unused portion of the $500.0 million commitment under the Credit Agreement. In addition, the Company must pay certain letter of credit fees, ranging from 0.75% to 1.90% (1.25% as of March 31, 2015), with respect to letters of credit issued under the Credit Agreement. The Company has the right to voluntarily prepay and reborrow loans and to terminate or reduce the commitments under the facility. As of March 31, 2015, the Company had $8.2 million of issued letters of credit under the Credit Agreement, with the balance of $491.8 million available to the Company.
 
The Company is subject to certain financial and restrictive covenants under the Credit Agreement, which, among other things, require the maintenance of a minimum interest coverage ratio of 3.50 to 1.00. The interest coverage ratio is defined in the Credit Agreement as, for any period, the ratio of consolidated earnings before interest, taxes, depreciation and amortization and non-cash net pension expense (“EBITDA”) to consolidated interest expense for such period. The Credit Agreement also requires the Company to maintain a debt to capital ratio of less than 55%. The debt to capital ratio is defined in the Credit Agreement as the ratio of consolidated indebtedness, as defined therein, to consolidated capitalization, as defined therein. As of March 31, 2015 and June 30, 2014, the Company was in compliance with all of the covenants of the Credit Agreement.
 
Long-term debt outstanding as of March 31, 2015 and June 30, 2014 consisted of the following:
 
($ in millions)
 
March 31,
2015
 
June 30,
2014
Medium-term notes, Series B at 6.97% to 7.10% due from April 2018 to May 2018 (face value of $55.0 million at March 31, 2015 and June 30, 2014)
 
$
55.0

 
$
55.0

Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at March 31, 2015 and June 30, 2014)
 
255.2

 
249.7

Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at March 31, 2015 and June 30, 2014)
 
299.6

 
299.6

Total
 
609.8

 
604.3

Less: amounts due within one year
 
—

 
—

Long-term debt, net of current portion
 
$
609.8

 
$
604.3

 
For the three months ended March 31, 2015 and 2014, interest costs totaled $7.7 million and $8.1 million, respectively, of which $0.6 million and $5.4 million, respectively, were capitalized as part of the cost of property, plant, equipment and software. For the nine months ended March 31, 2015 and 2014, interest costs totaled $22.9 million and $24.1 million, respectively, of which $2.0 million and $13.3 million, respectively, were capitalized as part of the cost of property, plant, equipment and software.
 

11
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


8.
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. 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 PRP’s at these Superfund sites have been determined. The liability for future environmental remediation costs 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 undiscounted future costs related to environmental remediation. During the nine months ended March 31, 2015, the Company increased the liability for a company-owned former operating site by $0.2 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 March 31, 2015 and June 30, 2014 were $15.7 million and $15.5 million, respectively.
 
Estimates of the amount and timing of future costs of environmental remediation requirements are inherently imprecise because of the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown remediation sites and the allocation of costs among the PRP’s. Based upon information currently available, such future costs are not expected to have a material effect on Carpenter’s financial position, results of operations or cash flows over the long-term. However, such costs could be material to Carpenter’s financial position, results of operations or cash flows in a particular future quarter or year.
 
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, 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. The Company provides for costs relating to these matters when a loss is probable and the amount of the loss is reasonably estimable. The effect of the outcome of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount and timing (both as to recording future charges to operations and cash expenditures) of the resolution of such matters. While it is not feasible to determine the outcome of these matters, management believes that the total liability from these matters will not have a material effect on the Company’s financial position, results of operations or cash flows over the long-term. However, there can be no assurance that an increase in the scope of pending matters or that any future lawsuits, claims, proceedings or investigations will not be material to the Company’s financial position, results of operations or cash flows in a particular future quarter or year.
 
9.    Share Repurchase Program

In October 2014, the Company’s Board of Directors authorized a share repurchase program. The program authorizes the purchase of up to $500.0 million of the Company’s outstanding common stock over two years. The shares may be repurchased from time to time at the Company's discretion based on capital needs of the business, general market conditions and market price of the stock. The share repurchase program may be discontinued at any time. During the nine months ended March 31, 2015, the Company purchased 1,411,772 of its common stock on the open market for an aggregate of $60.3 million.


12
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


10.
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:
 
March 31, 2015
 
Fair Value
Measurements Using
Input Type
($ in millions)
 
Level 2
Assets:
 
 

Marketable securities
 
 

Municipal auction rate securities
 
$
5.3

Derivative financial instruments
 
8.4

Total assets
 
$
13.7

 
 
 

Liabilities:
 
 

Derivative financial instruments
 
$
59.1

 
June 30, 2014
 
Fair Value
Measurements Using
Input Type
($ in millions)
 
Level 2
Assets:
 
 

Marketable securities
 
 

Municipal auction rate securities
 
$
5.2

Derivative financial instruments
 
20.4

Total assets
 
$
25.6

 
 
 

Liabilities:
 
 

Derivative financial instruments
 
$
10.9

 
The Company’s derivative financial instruments consist of commodity forward contracts, foreign currency forward contracts, interest rate swaps and forward interest rate swaps. These instruments are measured at fair value using the market method valuation technique. The inputs to this technique utilize information related to foreign exchange rates, commodity prices and interest rates published by third party leading financial news and data providers. This is observable data; however, the valuation of these instruments is not based on actual transactions for the same instruments 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.
 
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.
 

13
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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:
 
 
 
March 31, 2015
 
June 30, 2014
($ in millions)
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt
 
$
609.8

 
$
639.8

 
$
604.3

 
$
638.7

Company-owned life insurance
 
$
16.7

 
$
16.7

 
$
16.2

 
$
16.2

 
The carrying amount for company-owned life insurance 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.
 
The fair values of long-term debt as of March 31, 2015 and June 30, 2014 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.
 
11.
Other (Expense) Income, Net
 
Other (expense) income, net consisted of the following:
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
($ in millions)
 
2015
 
2014
 
2015
 
2014
Legal settlement
 
$
—

 
$
—

 
$
4.4

 
$
—

Foreign exchange
 
(0.1
)
 
(0.8
)
 
0.3

 
(2.0
)
Equity in earnings (losses) of unconsolidated subsidiaries
 
0.1

 
—

 
(0.4
)
 
0.4

Unrealized gains on company-owned life insurance contracts and investments held in rabbi trusts
 
—

 
0.1

 
0.5

 
1.6

Other
 
—

 
0.1

 
—

 
0.1

Total other (expense) income, net
 
$
—

 
$
(0.6
)
 
$
4.8

 
$
0.1

 
12.
Derivatives and Hedging Activities
 
The Company uses commodity forwards, interest rate swaps, forward interest rate swaps and foreign currency forwards to manage risks generally associated with commodity price, interest rate and foreign currency rate fluctuations. The following explains the various types of derivatives and includes a recap about the impact the derivative instruments had on the Company’s financial position, results of operations and cash flows.
 
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 March 31, 2015, the Company had forward contracts to purchase 26.6 million pounds of certain raw materials with settlement dates through June 2019.
 

14
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Cash Flow Hedging — Forward interest rate swaps: Historically, the Company has entered into forward interest rate swap contracts to manage the risk of cash flow variability associated with fixed interest debt expected to be issued. The forward interest rate swaps were designated as cash flow hedges. The qualifying hedge contracts were marked-to-market at each reporting date and any unrealized gains or losses were included in accumulated other comprehensive income (loss) to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur.  For the three months ended March 31, 2015 and 2014, net gains of $0.1 million and $0.1 million, respectively, were recorded as a reduction to interest expense. For the nine months ended March 31, 2015 and 2014, net gains of $0.3 million and $0.3 million, respectively, were recorded as a reduction to interest expense. These amounts represent the impact of previously terminated swaps which are being amortized over the remaining term of the underlying debt.
 
Cash Flow Hedging — Foreign currency forward contracts: The Company uses foreign currency forward contracts to hedge a portion of anticipated future sales denominated in foreign currencies, principally the Euro and Pound Sterling, in order to offset the effect of changes in exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income (loss) to the extent effective, and reclassified to net sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.
 
The Company also uses foreign currency forward contracts to protect certain short-term asset positions denominated in foreign currency against the effect of changes in exchange rates. These positions do not qualify for hedge accounting and accordingly are marked-to-market at each reporting date through charges to other income and expense. As of March 31, 2015 and June 30, 2014, the fair value of the outstanding foreign currency forwards not designated as hedging instruments and the charges to income for changes in fair value for these contracts were not material.
 
Fair Value Hedging - Interest rate swaps: The Company uses interest rate swaps to achieve a level of floating rate debt relative to fixed rate debt where appropriate. The Company has designated fixed to floating interest rate swaps as fair value hedges. Accordingly, the changes in the fair value of these instruments are immediately recorded in earnings. The mark-to-market values of both the fair value hedging instruments and the underlying debt obligations are recorded as equal and offsetting gains and losses in interest expense in the consolidated statements of operations. As of March 31, 2015 and June 30, 2014, the total notional amount of floating interest rate contracts was $150.0 million and $0.0 million, respectively. For the three months ended March 31, 2015 and 2014, net gains of $0.8 million and $0.0 million, respectively, were recorded as a reduction to interest expense. For the nine months ended March 31, 2015 and 2014, net gains of $2.1 million and $0.0 million, respectively, were recorded as a reduction to interest expense.
 

15
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The fair value and location of outstanding derivative contracts recorded in the accompanying consolidated balance sheets were as follows as of March 31, 2015 and June 30, 2014:
 
March 31, 2015
 
Interest
Rate Swaps
 
Foreign
Currency
Contracts
 
Commodity
Contracts
 
Total
Derivatives
($ in millions)
 
 
 
 
Asset Derivatives:
 
 

 
 

 
 

 
 

Derivatives designated as hedging instruments:
 
 

 
 

 
 

 
 

Other current assets
 
$
0.7

 
$
2.3

 
$
—

 
$
3.0

Other assets
 
5.4

 
—

 
—

 
5.4

Total asset derivatives
 
$
6.1

 
$
2.3

 
$
—

 
$
8.4

Liability Derivatives:
 
 

 
 

 
 

 
 

Derivatives designated as hedging instruments:
 
 

 
 

 
 

 
 

Accrued liabilities
 
$
—

 
$
—

 
$
35.2

 
$
35.2

Other liabilities
 
—

 
—

 
23.9

 
23.9

Total liability derivatives
 
$
—

 
$
—

 
$
59.1

 
$
59.1

 
June 30, 2014
 
Interest
Rate Swaps
 
Foreign
Currency
Contracts
 
Commodity
Contracts
 
Total
Derivatives
($ in millions)
 
 
 
 
Asset Derivatives:
 
 

 
 

 
 

 
 

Derivatives designated as hedging instruments:
 
 

 
 

 
 

 
 

Other current assets
 
$
—

 
$
—

 
$
11.3

 
$
11.3

Other assets
 
—

 
—

 
9.1

 
9.1

Total asset derivatives
 
$
—

 
$
—

 
$
20.4

 
$
20.4

Liability Derivatives:
 
 

 
 

 
 

 
 

Derivatives designated as hedging instruments:
 
 

 
 

 
 

 
 

Accrued liabilities
 
$
—

 
$
0.4

 
$
4.3

 
$
4.7

Other liabilities
 
—

 
0.2

 
6.0

 
6.2

Total liability derivatives
 
$
—

 
$
0.6

 
$
10.3

 
$
10.9

 

16
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Cash Flow Hedges
 
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss) 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 related to cash flow hedges recognized during the three and nine months ended March 31, 2015 and 2014:
 
 
 
Amount of (Loss) Gain
Recognized in AOCI on
Derivatives
(Effective Portion)
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
($ in millions)
 
2015
 
2014
 
2015
 
2014
Derivatives in Cash Flow Hedging Relationship:
 
 

 
 

 
 

 
 

Commodity contracts
 
$
(28.6
)
 
$
27.5

 
$
(71.8
)
 
$
23.0

Foreign exchange contracts
 
1.3

 
(0.3
)
 
3.4

 
(1.0
)
Total
 
$
(27.3
)
 
$
27.2

 
$
(68.4
)
 
$
22.0

 
($ in millions)
Derivatives in Cash Flow
Hedging Relationship:
 
Location of (Loss) Gain
Reclassified from AOCI into
Income
 
Amount of (Loss) Gain
Reclassified from AOCI
into Income
(Effective Portion)
 
Amount of (Loss) Gain
Reclassified from AOCI
into Income
(Ineffective Portion)
 
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
 
2015
 
2014
 
2015
 
2014
Commodity contracts
 
Cost of sales
 
$
(6.9
)
 
$
(5.4
)
 
$
(2.0
)
 
$
0.2

Foreign exchange contracts
 
Net sales
 
0.9

 
(0.3
)
 
—

 
—

Forward interest rate swaps
 
Interest expense
 
0.1

 
0.1

 
—

 
—

Total
 
 
 
$
(5.9
)
 
$
(5.6
)
 
$
(2.0
)
 
$
0.2

($ in millions)
Derivatives in Cash Flow
Hedging Relationship:
 
Location of (Loss) Gain
Reclassified from AOCI into
Income
 
Amount of (Loss) Gain
Reclassified from AOCI
into Income
(Effective Portion)
 
Amount of (Loss) Gain
Reclassified from AOCI
into Income
(Ineffective Portion)
 
 
Nine Months Ended
March 31,
 
Nine Months Ended
March 31,
 
 
2015
 
2014
 
2015
 
2014
Commodity contracts
 
Cost of sales
 
$
(8.4
)
 
$
(19.9
)
 
$
(2.2
)
 
$
(0.1
)
Foreign exchange contracts
 
Net sales
 
1.9

 
(0.8
)
 
—

 
—

Forward interest rate swaps
 
Interest expense
 
0.3

 
0.3

 
—

 
—

Total
 
 
 
$
(6.2
)
 
$
(20.4
)
 
$
(2.2
)
 
$
(0.1
)
 
The Company estimates that $18.1 million of net derivative losses included in AOCI as of March 31, 2015 will be reclassified into earnings within the next 12 months.
 

17
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The changes in AOCI associated with derivative hedging activities during the three and nine months ended March 31, 2015 and 2014 were as follows:
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
($ in millions)
 
2015
 
2014
 
2015
 
2014
Balance, beginning
 
$
(17.9
)
 
$
(35.5
)
 
$
7.6

 
$
(41.5
)
Current period changes in fair value, net of tax
 
(16.9
)
 
17.0

 
(42.6
)
 
13.7

Reclassification to earnings, net of tax
 
3.7

 
3.5

 
3.9

 
12.8

Balance, ending
 
$
(31.1
)
 
$
(15.0
)
 
$
(31.1
)
 
$
(15.0
)
 
According to the provisions of the Company’s derivative arrangements, in the event that the fair value of outstanding derivative positions with certain counterparties exceeds certain thresholds, the Company may be required to issue cash collateral to the counterparties. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. As of March 31, 2015 and June 30, 2014, the Company had no cash collateral held by counterparties.
 
The Company is exposed to credit loss in the event of nonperformance by counterparties on its derivative instruments as well as credit or performance risk with respect to its customer commitments to perform. Although nonperformance is possible, the Company does not anticipate nonperformance by any of the parties. In addition, various master netting arrangements are in place with counterparties to facilitate settlements of gains and losses on these contracts.
 
13.
Income Taxes
 
The effective tax rate used for interim periods is the estimated annual effective consolidated tax rate, based on the current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur.
 
Income taxes for the three months ended March 31, 2015 were a benefit of $0.9 million, or 39.1 percent of pre-tax loss as compared with expense of $15.6 million, or 33.8 percent of pre-tax income for the three months ended March 31, 2014. Income tax expense for the nine months ended March 31, 2015 was $19.6 million, or 35.1 percent of pre-tax income as compared with $47.4 million, or 33.4 percent of pre-tax income for the nine months ended March 31, 2014. The increase in the effective tax rate for the three months ended March 31, 2015 was primarily due to the disproportionate effect of a $0.1 million discrete tax item recorded during the three months ended March 31, 2015. Tax expense for the nine months ended March 31, 2015 includes net tax charges of $1.6 million for the unfavorable impact of bonus depreciation on domestic manufacturing benefits recorded in the prior year, net of additional research and development credits as a result of the December 2014 enactment of the Tax Increase and Prevention Act.

As of June 30, 2014, we had $128.4 million of indefinitely reinvested foreign earnings for which we had not provided deferred income taxes.  Due to the recent announcement of the $500.0 million share repurchase program, we have changed our intent with regard to the indefinite reinvestment of a portion of the foreign earnings of one of our foreign subsidiaries for 2014 and prior years.  As a result of this change, we repatriated approximately $38.0 million during this quarter with a minimal tax cost.  The remaining balance, approximately $90.0 million, of undistributed foreign earnings continues to be indefinitely reinvested.


18
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


14.
Superalloy Powders Technical Assistance and Powder Supply Agreements
 
On September 30, 2013, the Company entered into a multi-level agreement with United Technologies Corporation (“UTC”) through its Pratt & Whitney Division, which includes a technical assistance agreement and a long-term powder supply agreement. The technical assistance agreement provides for the licensing of technology associated with the production of superalloy powders. As a result of the agreements, the Company began construction of a superalloy powder facility which is expected to take approximately 18 months to construct at an estimated cost of $30 million. Once the facility is qualified by UTC, the Company will supply UTC with superalloy powder for up to 20 years. The powder supply agreement provides for minimum guaranteed purchase quantities of specified materials for a period of 12 years.
 
According to the terms of the technology licensing agreement, the Company paid a $13.0 million up-front license fee in equal quarterly installments beginning on December 15, 2013. This amount has been capitalized and will be amortized as a reduction to revenue over the term of the minimum guarantee period of 12 years. As of March 31, 2015 and June 30, 2014, the $13.0 million upfront license fee is included in other assets.
 
15.
Business Segments
 
The Company has two 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 and surrounding areas in Pennsylvania, South Carolina and Alabama. The combined assets of the SAO operations are being 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 Powder Products business, the Amega West business, the Specialty Steel Supply business, the Latrobe Special Metals Distribution business and Aceros Fortuna based in Mexico. 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 profit excludes 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 related charges, transaction costs associated with acquisitions and other specifically-identified income or expense items.
 
The service cost component of the Company’s net pension expense, which represents the estimated cost of future pension liabilities earned associated with active employees, is included in the operating income of the business segments. The residual net pension expense, which is comprised of the expected return on plan assets, interest costs on the projected benefit obligations of the plans and amortization of actuarial gains and losses and prior service costs, is included under the heading “Pension earnings, interest and deferrals”.
 
On a consolidated basis, one customer, Alcoa Inc., accounted for approximately 12 percent of the net sales for the three months ended March 31, 2015, and no significant individual customers accounted for 10 percent or more of the Company's net sales for the three months ended March 31, 2014. On a consolidated basis, there were no significant individual customers that accounted for 10 percent or more of the Company’s net sales for the nine months ended March 31, 2015 and 2014.


19
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Segment Data
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
($ in millions)
 
2015
 
2014
 
2015
 
2014
Net Sales:
 
 

 
 

 
 

 
 

Specialty Alloys Operations
 
$
469.8

 
$
452.0

 
$
1,344.0

 
$
1,254.5

Performance Engineered Products
 
120.4

 
130.1

 
384.1

 
362.3

Intersegment
 
(19.6
)
 
(15.8
)
 
(59.3
)
 
(48.4
)
Consolidated net sales
 
$
570.6

 
$
566.3

 
$
1,668.8

 
$
1,568.4

 
 
 
 
 
 
 
 
 
Operating Income:
 
 

 
 

 
 

 
 

Specialty Alloys Operations
 
$
37.9

 
$
51.6

 
$
106.0

 
$
169.7

Performance Engineered Products
 
8.5

 
13.1

 
30.8

 
33.3

Corporate costs (including restructuring charges)
 
(38.6
)
 
(9.5
)
 
(55.9
)
 
(33.7
)
Pension earnings, interest and deferrals
 
(2.4
)
 
(6.0
)
 
(7.1
)
 
(15.8
)
Intersegment
 
(0.6
)
 
0.3

 
(1.9
)
 
(0.7
)
Consolidated operating income
 
$
4.8

 
$
49.5

 
$
71.9

 
$
152.8

 
 
 
 
 
 
 
 
 
Depreciation and Amortization:
 
 

 
 

 
 

 
 

Specialty Alloys Operations
 
$
23.9

 
$
20.3

 
$
70.7

 
$
59.4

Performance Engineered Products
 
5.7

 
5.9

 
17.7

 
17.7

Corporate
 
1.0

 
1.4

 
3.3

 
4.3

Intersegment
 
0.1

 
(0.1
)
 
(0.5
)
 
(0.5
)
Consolidated depreciation and amortization
 
$
30.7

 
$
27.5

 
$
91.2

 
$
80.9

 
 
 
 
 
 
 
 
 
Capital Expenditures:
 
 

 
 

 
 

 
 

Specialty Alloys Operations
 
$
15.2

 
$
89.3

 
$
119.5

 
$
279.1

Performance Engineered Products
 
8.1

 
4.3

 
31.0

 
16.4

Corporate
 
1.5

 
0.3

 
2.8

 
3.4

Intersegment
 
—

 
(0.3
)
 
(1.0
)
 
(0.7
)
Consolidated capital expenditures
 
$
24.8

 
$
93.6

 
$
152.3

 
$
298.2

 
 
 
March 31,
2015
 
June 30,
2014
Total Assets:
 
 

 
 

Specialty Alloys Operations
 
$
2,387.6

 
$
2,454.8

Performance Engineered Products
 
515.7

 
491.7

Corporate
 
103.7

 
144.9

Intersegment
 
(39.6
)
 
(33.9
)
Consolidated total assets
 
$
2,967.4

 
$
3,057.5

 

20
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


16.
Recent Accounting Pronouncements
 
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in ASU 2014-09 requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The FASB voted on April 1, 2015 to propose a deferral of the effective date of this guidance by one year. Under the proposal, the Company would be required to adopt this standard for its interim and annual periods beginning after December 15, 2017. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The Company is evaluating the impact of the adoption of ASU 2014-09 on the Consolidated Financial Statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. The guidance in ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is considering early adoption of the new standard and expects the impact on the Company's Consolidated Balance Sheets to be a reclassification of approximately $5.0 million from other assets to long-term debt as of June 30, 2015.



21
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


17.
Reclassifications from Accumulated Other Comprehensive Income (Loss)
 
The changes in AOCI by component, net of tax, for the three months ended March 31, 2015 and 2014 were as follows:
 

Three Months Ended March 31, 2015
($ in millions) (a)
 
Cash flow
hedging items
 
Pension and
other
postretirement
benefit plan
items
 
Unrealized
losses on
available-for-
sale securities
 
Foreign
currency
items
 
Total
Balance at December 31, 2014
 
$
(17.9
)
 
$
(230.8
)
 
$
(0.4
)
 
$
(33.7
)
 
$
(282.8
)
Other comprehensive loss before reclassifications
 
(16.9
)
 
—

 
—

 
(9.9
)
 
(26.8
)
Amounts reclassified from AOCI (b)
 
3.7

 
3.0

 
—

 
—

 
6.7

 
 
 
 
 
 
 
 
 
 
 
Net current-period other comprehensive (loss) income
 
(13.2
)
 
3.0

 
—

 
(9.9
)
 
(20.1
)
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2015
 
$
(31.1
)
 
$
(227.8
)
 
$
(0.4
)
 
$
(43.6
)
 
$
(302.9
)
 
Three Months Ended March 31, 2014
($ in millions) (a)
 
Cash flow
hedging items
 
Pension and
other
postretirement
benefit plan
items
 
Unrealized
losses on
available-for-
sale securities
 
Foreign
currency
items
 
Total
Balance at December 31, 2013
 
$
(35.5
)
 
$
(266.1
)
 
$
(0.3
)
 
$
(15.3
)
 
$
(317.2
)
Other comprehensive income (loss) before reclassifications
 
17.0

 
—

 
—

 
(1.0
)
 
16.0

Amounts reclassified from AOCI (b)
 
3.5

 
3.7

 
—

 
—

 
7.2

 
 
 
 
 
 
 
 
 
 
 
Net current-period other comprehensive income (loss)
 
20.5

 
3.7

 
—

 
(1.0
)
 
23.2

 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2014
 
$
(15.0
)
 
$
(262.4
)
 
$
(0.3
)
 
$
(16.3
)
 
$
(294.0
)
 
(a)
All amounts are net of tax. Amounts in parentheses indicate debits.
(b)
See separate table below for further details.


22
Table of Contents
CARPENTER TECHNOLOGY CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The changes in AOCI by component, net of tax, for the nine months ended March 31, 2015 and 2014 were as follows:
 
Nine Months Ended March 31, 2015
($ in millions) (a)
 
Cash flow
hedging items
 
Pension and
other
postretirement
benefit plan
items
 
Unrealized
losses on
available-for-
sale securities
 
Foreign
currency
items
 
Total
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2014
 
$
7.6

 
$
(236.7
)
 
$
(0.4
)
 
$
(15.7
)
 
$
(245.2
)
Other comprehensive loss before reclassifications
 
(42.6
)
 
—

 
—

 
(27.9
)
 
(70.5
)
Amounts reclassified from AOCI (b)
 
3.9

 
8.9

 
—

 
—

 
12.8

 
 
 
 
 
 
 
 
 
 
 
Net current-period other comprehensive (loss) income
 
(38.7
)
 
8.9

 
—

 
(27.9
)
 
(57.7
)
 
 
 
 
 
 
 
 
 
 
 
Balance at March 31, 2015
 
$
(31.1
)
 
$
(227.8
)
 
$
(0.4
)
 
$
(43.6
)
 
$
(302.9
)
 
Nine Months Ended March 31, 2014
($ in millions) (a)