UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 2009
Kennametal Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Pennsylvania
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1-5318
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25-0900168 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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| World Headquarters |
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| 1600 Technology Way |
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| P.O. Box 231 |
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| Latrobe, Pennsylvania
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15650-0231 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (724) 539-5000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On January 12, 2009, Kennametal Inc. (Kennametal or the Company) announced revised fiscal 2009
second quarter earnings guidance.
As a result of lower sales volumes driven by the downturn in global markets, Kennametal expects to
report an organic sales decline of approximately 10 percent for its fiscal 2009 second quarter
ended December 31, 2008. Earnings per diluted share (EPS) for its fiscal 2009 second quarter are
expected to be approximately $0.34, excluding charges of approximately $0.14 per share relating to
restructuring. Reported EPS for the quarter are expected to be approximately $0.20.
EPS, excluding charges relating to restructuring is a non-generally accepted accounting principles
(GAAP) financial measure. The most comparable GAAP measure is EPS. Management adjusts for these
charges in measuring and compensating internal performance and to more easily compare the Company’s
financial performance period-to-period. Management believes that the presentation of this non-GAAP
financial measure provides useful information about the results of operations of the Company for
the period. Management believes that investors should have available the same information that
management uses to assess operating performance and determine compensation. This non-GAAP measure
should not be considered in isolation as a substitute for the most comparable GAAP measure.
A copy of the Company’s announcement is furnished under Exhibit 99.1 attached hereto. This
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the
Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities
On January 12, 2009, Kennametal also announced additional actions involving a reduction in the
Company’s global salaried workforce by approximately 800 positions. These actions, which are
expected to generate annual pre-tax savings of approximately $70 million, will be completed within
the next three to six months. The Company anticipates recording pre-tax cash charges related to
these actions of approximately $40 million.
This Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, including statements regarding the number of
employees affected by the workforce reduction, the amount and timing of the estimated savings, and
anticipated charges relating to these actions. These statements are based on current expectations
that involve inherent risks and uncertainties. Should one or more of these risks or uncertainties
materialize, or should the assumptions underlying the forward-looking statements prove incorrect,
actual outcomes could vary materially from those indicated. Factors that could cause actual
results to differ materially from those we expect include: our ability to implement the workforce
reduction and realize the related savings; the risk that these actions or other restructuring
actions result in greater charges or less cost savings; continued worsening of global and regional
economic conditions; availability and cost of the raw materials we use to manufacture our products;
our ability to protect our intellectual property in foreign jurisdictions; our foreign operations
and international markets, such as currency exchange rates, different regulatory environments,
trade barriers, exchange controls, and social and political instability; energy costs; commodity
prices; competition; integrating recent acquisitions, as well as any future acquisitions, and
achieving the related expected savings and synergies; business divestitures; demands on management
resources; environmental remediation matters; demand for and market acceptance of new and existing
products; future terrorist attacks or acts of war; and labor relations. These and other risks are
more fully described in Kennametal’s latest annual report on Form 10-K and its other
periodic filings with the Securities and Exchange Commission. We undertake no obligation to
release publicly any revisions to forward-looking statements as a result of future events or
developments.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Kennametal Inc. January 12, 2009 Announcement |