8-K/AAcquisitions & DispositionsExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K/A Report, Acquisition Completed (May 14, 2012)

Filed May 14, 2012For Securities:CRS

Summary

This Form 8-K/A filing from Carpenter Technology Corporation (CRS) serves as an amendment to a previous 8-K filed on March 1, 2012. The primary purpose of this amendment is to provide the necessary financial disclosures related to the company's acquisition of Latrobe Specialty Metals, Inc. (Latrobe). Specifically, this filing includes the audited historical consolidated financial statements of Latrobe for the fiscal years ending September 30, 2011 and 2010, as well as unaudited financial statements for periods ending December 31, 2011, and September 30, 2011. Additionally, unaudited pro forma consolidated financial information reflecting the impact of the Latrobe acquisition is presented. Investors should review these financial statements and pro forma information to understand the historical performance of the acquired entity and the potential combined financial picture of Carpenter Technology post-acquisition.

Key Highlights

  • 1Amendment to a prior Form 8-K filing to include required financial information for a recent acquisition.
  • 2Carpenter Technology Corporation (CRS) acquired Latrobe Specialty Metals, Inc. (Latrobe).
  • 3Filed audited historical consolidated financial statements for Latrobe as of September 30, 2011 and 2010, and for the years then ended.
  • 4Filed unaudited historical consolidated financial statements for Latrobe as of December 31, 2011, and September 30, 2011, and for the three months ended December 31, 2011 and 2010.
  • 5Included unaudited pro forma consolidated financial information related to the Latrobe acquisition.
  • 6The pro forma financial information is for illustrative purposes and based on estimates and assumptions.
  • 7The filing includes the consent of KPMG LLP as auditors for Latrobe.

Frequently Asked Questions

The primary purpose of this Form 8-K/A is to amend a previous Form 8-K filing (dated March 1, 2012) by providing the required historical and pro forma financial statements for the recently acquired entity, Latrobe Specialty Metals, Inc. This filing fulfills the disclosure requirements under Item 9.01 of Form 8-K.

The filing includes Latrobe's audited historical consolidated financial statements for the fiscal years ended September 30, 2011 and 2010. It also includes unaudited consolidated financial statements as of December 31, 2011 and September 30, 2011, and for the three-month periods ended December 31, 2011 and 2010.

The unaudited pro forma consolidated financial information presents a hypothetical view of Carpenter Technology's financial position and results as if the acquisition of Latrobe had occurred on earlier specified dates. It is based on estimates and assumptions and is provided for illustrative and informational purposes to help investors understand the potential combined financial impact of the acquisition.

The acquisition of Latrobe Specialty Metals, Inc. was completed on March 1, 2012, as reported in Carpenter Technology Corporation's original Form 8-K filing on that date. This 8-K/A filing supplements that report with detailed financial information.