8-KRegulation FDExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Regulation FD Disclosure (Oct 16, 2013)

Filed October 16, 2013For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) announced a significant change to its reporting structure, effective for the first quarter of fiscal year 2014. This change reflects the successful integration of the businesses acquired through the Latrobe Specialty Metals, Inc. acquisition in February 2012. The company is transitioning from previously reporting the Latrobe businesses as a separate segment to a new two-segment structure: Specialty Alloys Operations (SAO) and Performance Engineered Products (PEP). The SAO segment will encompass the core premium alloy and stainless steel manufacturing operations, including facilities in Pennsylvania, South Carolina, and the new Alabama plant, emphasizing integrated management for efficiency. The PEP segment will group other differentiated operations such as Dynamet titanium, Carpenter Powder Products, Amega West, and distribution businesses, managed with an entrepreneurial focus for agility and growth. This move aims to provide clearer visibility into the distinct operational models and performance of these business units.

Key Highlights

  • 1Carpenter Technology is changing its reportable segments to two new divisions: Specialty Alloys Operations (SAO) and Performance Engineered Products (PEP), effective Q1 FY2014.
  • 2The change follows the full integration of the Latrobe Specialty Metals acquisition completed in February 2012.
  • 3The SAO segment will include major premium alloy and stainless steel manufacturing operations, managed for system-wide efficiency.
  • 4The PEP segment will comprise differentiated businesses like Dynamet titanium and distribution, managed for speed and flexibility.
  • 5Recast historical financial information reflecting the new segment structure is provided in Exhibits 99.1 and 99.2.
  • 6The company is also presenting 'net sales excluding surcharge revenues' as a non-GAAP measure to enhance period-to-period comparability, with a reconciliation provided.
  • 7The filing includes forward-looking statements and highlights significant risks and uncertainties impacting future performance.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce Carpenter Technology Corporation's change in its reportable business segments, effective from the first quarter of fiscal year 2014. This change is a result of the successful integration of the acquired Latrobe Specialty Metals businesses and aims to provide a clearer operational structure and financial reporting.

Carpenter Technology will now report its results under two segments: Specialty Alloys Operations (SAO), which includes the core premium alloy and stainless steel manufacturing operations, and Performance Engineered Products (PEP), which encompasses other differentiated businesses like titanium, powder products, and distribution.

No, the recast historical financial information provided in the exhibits does not represent a restatement of previously issued financial statements. It has no impact on the company's historical consolidated financial position, results of operations, or cash flows; it's a change in how these results will be presented going forward.

'Net sales excluding surcharge revenues' is a non-GAAP financial measure presented by the company. Management believes that removing the impact of raw material surcharges provides a more consistent basis for comparing the company's operational results from period to period, offering better insight into underlying sales performance.