Page | ||||||||
2 | ||||||||
Financial Statements: |
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3 | ||||||||
4 | ||||||||
5 | ||||||||
Supplemental Schedule: |
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13 | ||||||||
14 | ||||||||
Exhibit 23 Consent of Independent Registered Public Accounting Firm |
15 | |||||||
EX-23 |
2
December 31, | December 31, | |||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
Cash |
$ | 17,027 | $ | 53,159 | ||||
Receivables: |
||||||||
Participant contributions |
622,999 | 719,726 | ||||||
Employer contributions |
422,420 | 530,287 | ||||||
Total receivables |
1,045,419 | 1,250,013 | ||||||
Investments: |
||||||||
Mutual Funds |
188,781,569 | 167,828,499 | ||||||
Master Trust |
95,960,068 | 93,731,688 | ||||||
Common/Collective Trusts |
80,210,414 | 65,942,639 | ||||||
Kennametal Inc. Common Stock |
54,633,236 | 50,529,710 | ||||||
Participant Loans |
11,419,869 | 11,420,248 | ||||||
Total investments |
431,005,156 | 389,452,784 | ||||||
Total Assets |
432,067,602 | 390,755,956 | ||||||
Adjustment from fair value to
contract value for fully benefit-
responsive investment contracts |
957,583 | 320,163 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 433,025,185 | $ | 391,076,119 | ||||
3
December 31, | ||||
2006 | ||||
ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Participant contributions |
$ | 20,968,166 | ||
Employer contributions, net of forfeitures |
16,399,060 | |||
Dividends and interest |
19,634,450 | |||
Net appreciation in fair value of investments |
25,447,772 | |||
Adjustment to contract value on Master Trust |
637,420 | |||
Total additions |
83,086,868 | |||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
||||
Benefits paid to participants |
41,607,460 | |||
Loan distributions |
11,487 | |||
Administrative fees |
21,892 | |||
Total deductions |
41,640,839 | |||
NET INCREASE BEFORE TRANSFER OF ASSETS |
41,446,029 | |||
Transfers from other Kennametal Plans |
503,037 | |||
NET INCREASE |
41,949,066 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
391,076,119 | |||
End of year |
$ | 433,025,185 | ||
4
1. | DESCRIPTION OF PLAN | |
The following general description of the Kennametal Thrift Plus Plan, as amended (the Plan), is provided for general information purposes only. Participants should refer to the plan document for complete information. | ||
The Plan is a defined contribution employee benefit plan, established to encourage investment and savings for certain salaried, hourly and union employees of Kennametal Inc. and certain of its subsidiaries (the Company) and to provide a method to supplement their retirement income. The Plan provides these employees the opportunity to defer a portion of their annual compensation for federal income tax purposes in accordance with Section 401(k) of the Internal Revenue Code, as amended (IRC). The Plan also provides for Company contributions. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Kennametal Inc. is the Plan sponsor. | ||
ADMINISTRATION OF THE PLAN The management of the Company has the authority and responsibility for the general administration of the Plan. Fidelity Management Trust Company functions as the trustee, and Fidelity Investments Institutional Operations Company functions as the recordkeeper. | ||
ELIGIBILITY All employees become eligible to participate in the Plan on the first day of the first payroll period subsequent to their employment date. Under present federal income tax law, employer contributions and all earnings of the Plan do not constitute taxable income to the participants until withdrawn from the Plan by the participants. | ||
VESTING Employee contributions are fully vested. Employer matching contributions cliff vest after the third anniversary of the participants employment date. At December 31, 2006, forfeited nonvested accounts totaled $51,192. These amounts will be used to reduce future employer contributions. | ||
PARTICIPANT ACCOUNTS A separate account is maintained for each participant in the Plan, reflecting contributions, investments, investment gains and losses, distributions, loans, withdrawals and transfers. | ||
CONTRIBUTIONS The Plan allows participants to elect a contribution rate (either before-tax, after-tax, or a combination of both) of 1% to 20% of the employees eligible wages, which include base salary, overtime, shift differential pay and incentive compensation. Highly compensated employees are limited to contributing 8% pre-tax and 4% after-tax of their eligible wages. Employees who are age 50 or older and who exceed the annual dollar limit under the law or the Plan are eligible to make Catch-Up contributions. Newly hired non-union employees are automatically enrolled at 3%. | ||
Employee contributions up to 6% are matched at 50%. The maximum employer matching contribution is 3%. |
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The participants can elect to have their contributions invested in the different investment funds available under the plan. Currently, the Plan offers 10 mutual funds, 8 common/collective trusts, Kennametal Inc. common stock and a Master Trust. In 2005, employer-matching contributions were made concurrently with participant contributions and solely in Kennametal Inc. common stock. As a result of a Plan amendment during 2006, participant contributions are invested in the same investment fund elections that the employee has elected for their pre-tax or after-tax contributions. These employer-matching contributions can be transferred to other investment options at any time at the participants election. | ||
In connection with certain changes to the Kennametal Inc. Retirement Income Plan, a Company-sponsored defined benefit pension plan, certain employees are no longer eligible to participate in that plan. These employees are eligible to participate in the Plan and receive a fixed Basic contribution equal to 3% of the employees eligible compensation and an additional Discretionary contribution from 0% up to 3% depending on the Companys fiscal year performance. During 2006, the Company made a Discretionary contribution of 1.5%. The Basic and Discretionary contributions are invested in the same investment fund elections that the employee has elected for their pre-tax or after-tax contributions. | ||
DISTRIBUTIONS Distributions to participants due to disability, retirement or death are payable in either a lump sum or periodic payments for a period not to exceed ten (10) years at the participants election. If a participants vested interest in his or her account exceeds $1,000, a participant may elect to defer distribution to a future date as more fully described in the Plan. | ||
In addition, while still employed, participants may withdraw after-tax employee contributions, rollover contributions and pre-tax employee contributions if over age 59.5 at any time. Vested Company contributions and pre-tax employee contributions if under 59.5 may be withdrawn only for specific hardship reasons. | ||
PARTICIPANT LOANS A participant may borrow up to the lesser of $50,000 or 50% of his or her vested account balance, with a minimum loan amount of $1,000. Loans are repayable through payroll deductions. The maximum term permissible for a general-purpose loan is 5 years and 30 years for a residential loan. The interest rate is determined by the plan administrator based on existing market conditions and is fixed over the life of the loan. Interest rates on participant loans ranged from 5.0% to 10.5% at December 31, 2006 and 2005. Participant loans outstanding at December 31, 2006 have maturity dates ranging from 2007 to 2036. |
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INVESTMENTS Participants direct their contributions and all Company contributions by electing that such contributions be placed in a single investment fund or allocated to any combination of investment funds available under the Plan. Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate. Participants may elect at any time to transfer all or a portion of the value of their accounts among the investment funds. | ||
2. | ACCOUNTING POLICIES | |
BASIS OF ACCOUNTING The financial statements of the Plan are maintained on the accrual basis of accounting. | ||
RECENT ACCOUNTING PRONOUNCEMENTS As of December 31, 2006, the Plan adopted the Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires the Statement of Net Assets Available for Benefits to present the fair value of the Plans investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. The FSP was applied retroactively to the prior period presented on the Statement of Net Assets Available for Benefits as of December 31, 2005. | ||
In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurement (SFAS 157), which establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosure about fair value measurements. SFAS 157 is effective for financial statements issued with fiscal years beginning after November 15, 2007. The Plans management does not believe that the adoption of SFAS 157 will have a material impact on the Plans financial statements. | ||
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). The fair value option established by SFAS 159 permits entities to choose to measure eligible items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. The Plans management does not believe that the adoption of SFAS 159 will have a material impact on the Plans financial statements. |
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INVESTMENTS Investment transactions are recorded on a trade date basis. Invesco Institutional, Inc. reported that all the investment contracts held in the Master Trust under the Stable Value Fund (see Note 4) are fully benefit-responsive. Fully benefit-responsive investment contracts are valued at fair value under investments with a corresponding reduction to contract value for purposes of reporting net assets available for investments in accordance with the provisions of AICPA Statement of Position (SOP) 94-4-1, Reporting of Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year-end. Units of common/collective trust funds are valued at the net asset value of units held by the Plan at year-end. Investments in common stock are valued at their quoted market price at year-end. Participant loans are valued at cost, which approximates fair value. | ||
PAYMENT OF BENEFITS Benefit payments are recorded as distributed. | ||
INVESTMENT INCOME Interest and dividend income are recorded in the period earned. | ||
NET APPRECIATION Net appreciation in fair value of investments is composed of unrealized gains and losses, which represent the change in market value compared to the cost of investments in each year, and realized gains or losses on security transactions, which represent the difference between proceeds received and average cost. | ||
Net appreciation in fair value of investments for the year ended December 31, 2006 was as follows: |
2006 | ||||
Mutual Fund |
$ | 13,712,922 | ||
Kennametal Inc. Common Stock Fund |
7,999,743 | |||
Common / Collective Trusts |
3,735,107 | |||
$ | 25,447,772 | |||
PLAN EXPENSES Investment management fees and certain other administrative fees were paid by the Plan. Investment management fees are included as a reduction in the income of the fund. | ||
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
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3. | INVESTMENTS EXCEEDING FIVE PERCENT OF NET ASSETS | |
The values of individual investments that represent five percent or more of the Plans total net assets as of December 31, 2006 and 2005 were as follows: |
2006 | 2005 | |||||||
Stable Value Fund |
$ | 95,960,068 | $ | 93,731,688 | ||||
Kennametal Inc. Common Stock Fund |
54,633,236 | 50,529,710 | ||||||
MSIFT Mid Cap Growth Fund |
38,120,696 | 37,525,741 | ||||||
Fidelity Capital Appreciation Fund |
36,897,858 | 33,540,158 | ||||||
Hotchkis & Wiley Large Cap Value Fund |
27,833,624 | 25,710,108 | ||||||
Fidelity Freedom 2015 Fund |
27,831,628 | 24,649,155 | ||||||
American Funds EuroPacific Growth Fund |
22,962,533 | |
4. | MASTER TRUST | |
A portion of the Plans investments are held in a Master Trust that was established for the investment of assets of the Plan and two other Company-sponsored defined contribution plans. Each plan has an undivided interest in the underlying assets of the Master Trust. The assets of the Master Trust are held in a stable value fund by Invesco (Trustee). Investment income relating to the Master Trust is allocated to the individual plans based upon average monthly balances invested by each plan. The underlying assets of the Master Trust include benefit-responsive investment contracts (the contracts). The crediting interest rates on the contracts ranged from 0.5 percent to 5.4 percent and 0.7 percent to 6.0 percent at December 31, 2006 and 2005, respectively. | ||
The Master Trusts key objectives are to provide preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provisions of the Plan. | ||
To accomplish the objectives above, the Trust primarily invests in wrapper contracts or synthetic guaranteed investment contracts (GICS). In wrapper contracts, the investments are owned and held by the Trust for Plan participants. The Trust purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed-income investments, typically over the duration of the investments, through adjustments to the future interest-crediting rate, the rate earned by participants in the Trust for the underlying investments. The issuer of the wrapper contract provides assurance that the adjustment to the interest-crediting rate will not result in a future interest-crediting rate that is less than zero. An interest-crediting rate less than zero would result in a loss of principal or accrued interest. |
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The key factors that influence future interest-crediting rates for a wrapper contract include the level of market interest rates, the amount and timing of participant activity within the wrapper contract, the investment returns and the duration of the underlying investments. Most wrapper contracts use a formula based on the characteristics of the underlying fixed-income portfolio to determine a crediting rate. Over time, the crediting rate formula amortizes the Trusts realized and unrealized market value gains and losses over the duration of the investments. The wrapper contracts interest-crediting rates are typically reset on a monthly or quarterly basis. | ||
The average yield earned by the Plan based on actual earnings was 5.15% and 4.89% at December 31, 2006 and 2005, respectively. The average yield earned by the Plan based on interest rate credited to participants was 5.15% and 4.79% for December 31, 2006 and 2005, respectively. | ||
Investments held by the Master Trust at December 31, 2006: |
Investment at | Adjustment to | Investments at | ||||||||||||
Security | Issuer Rating | Fair Value | Contract Value | Contract Value | ||||||||||
Wrapped Portfolios |
||||||||||||||
Common Collective Trusts: |
||||||||||||||
IXIS IGT AAA
Asset-Backed
Securities Fund |
AAA/Aaa | $ | 23,915,421 | $ | (7,328 | ) | $ | 23,908,093 | ||||||
ING IGT INVESCO
Multi-Mgr A or Better
Interm. G/C Fund |
AA/Aa3 | 20,012,084 | 227,212 | 20,239,296 | ||||||||||
Pacific Life IGT
INVESCO Multi-Mgr A or
Better Interm. G/C Fund |
AA/Aa3 | 19,380,428 | 281,667 | 19,662,095 | ||||||||||
UBS AG IGT INVESCO
Multi-Mgr A or Better
Core Fund |
AA+/Aa2 | 16,596,979 | 459,451 | 17,056,430 | ||||||||||
State Street IGT
INVESCO Short-term Bond
Fund |
AA/Aa2 | 14,746,482 | 183,310 | 14,929,792 | ||||||||||
JP Morgan Chase IGT
INVESCO Short-term Bond
Fund |
AA/Aa2 | 14,715,069 | (13,754 | ) | 14,701,315 | |||||||||
Short-Term Investments |
||||||||||||||
Fidelity Money Market |
N/A | 2,601,466 | | 2,601,466 | ||||||||||
Total |
$ | 111,967,929 | $ | 1,130,558 | $ | 113,098,487 | ||||||||
At December 31, 2006 the Plans interest in the Master Trust was 84.7 percent. Total investment income for the Master Trust was $5,458,429 for the year ended December 31, 2006. |
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Investments held by the Master Trust at December 31, 2005: |
Investment at | Adjustment to | Investments at | ||||||||||||
Security | Issuer Rating | Fair Value | Contract Value | Contract Value | ||||||||||
Wrapped Portfolios: |
||||||||||||||
Common Collective Trusts: |
||||||||||||||
IXIS IGT AAA Asset-Backed
Securities Fund |
AA/Aaa | $ | 21,549,710 | $ | 6,332 | $ | 21,556,042 | |||||||
ING IGT INVESCO Multi-Mgr
A or Better Interm. G/C
Fund |
AA/Aa3 | 20,276,940 | 9,303 | 20,286,243 | ||||||||||
MetLife IGT INVESCO
Multi-Mgr A or Better |
AA/Aa2 | 19,669,617 | 88,172 | 19,757,789 | ||||||||||
UBS AG IGT INVESCO
Multi-Mgr A or Better Core
Fund |
AA+/Aa2 | 16,850,531 | 287,501 | 17,138,032 | ||||||||||
JP Morgan Chase IGT
INVESCO Short-term Bond
Fund |
AA/Aa2 | 14,439,104 | (128,908 | ) | 14,310,196 | |||||||||
State Street IGT INVESCO
Short-term Bond Fund |
AA/Aa2 | 14,085,400 | 109,497 | 14,194,897 | ||||||||||
Monumental US Treasury Note |
AA/Aa3 | 3,064,024 | 27,205 | 3,091,229 | ||||||||||
Prudential Traditional GIC |
AA-/Aa3 | 2,637,103 | (10,082 | ) | 2,627,021 | |||||||||
Short-Term Investments: |
||||||||||||||
Fidelity Money Market |
N/A | 1,009,726 | | 1,009,726 | ||||||||||
Total |
$ | 113,582,155 | $ | 389,020 | $ | 113,971,175 | ||||||||
At December 31, 2005, the Plans interest in the Master Trust was 82.3 percent. | ||
5. | TAX STATUS | |
The Internal Revenue Service has determined and informed the plan sponsor by a letter dated December 16, 2005, that the Plan and related trust are designed in accordance with applicable sections of the IRC. | ||
6. | PLAN TERMINATION | |
Although it has not expressed any intent to do so, the Company has the right to amend, suspend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, the accounts of all participants will become fully vested and non-forfeitable. |
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7. | RELATED PARTY TRANSACTIONS | |
Certain investments of the Plan are mutual funds managed by Fidelity Investments. The trustee of the Plan is Fidelity Management Trust Company and, therefore, these transactions qualify as party-in-interest transactions. | ||
One of the investment fund options available to participants is stock of Kennametal Inc., the plan sponsor. The Plan held 928,334 and 989,988 shares of Kennametal Inc. common stock at December 31, 2006 and 2005, respectively. As a result, transactions related to this investment fund qualify as party-in-interest transactions. |
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Fair | ||||||||||||
(a) | (b)Issuer | (c)Description | (d)Cost | (e)Value | ||||||||
Mutual Funds |
||||||||||||
Morgan Stanley | MSIFT Mid Cap Growth Portfolio |
$ | 38,120,696 | |||||||||
* | Fidelity | Fidelity Capital Appreciation Fund |
36,897,858 | |||||||||
Hotchkis & Wiley | H&W Large Cap Value Fund |
27,833,624 | ||||||||||
American Funds | American Funds EuroPacific Growth Fund |
22,962,533 | ||||||||||
Lord Abbett | Lord Abbett Small Cap Value Fund |
19,124,666 | ||||||||||
Vanguard | Vanguard Institutional Index Fund |
16,796,523 | ||||||||||
Hotchkis & Wiley | H&W Mid Cap Value Fund |
9,658,717 | ||||||||||
Morgan Stanley | MSIF Small Company Growth Portfolio |
8,502,839 | ||||||||||
Vanguard | Vanguard Total Bond Market Index Fund |
5,155,256 | ||||||||||
Franklin Templeton | Templeton Foreign Fund |
3,728,857 | ||||||||||
Total Mutual Funds |
188,781,569 | |||||||||||
Common/Collective Trusts |
||||||||||||
* | Fidelity | Fidelity Freedom 2015 |
27,831,628 | |||||||||
* | Fidelity | Fidelity Freedom 2025 Fund |
14,163,035 | |||||||||
* | Fidelity | Fidelity Freedom 2020 Fund |
10,672,193 | |||||||||
* | Fidelity | Fidelity Freedom Income Fund |
7,147,309 | |||||||||
* | Fidelity | Fidelity Freedom 2010 Fund |
6,804,902 | |||||||||
* | Fidelity | Fidelity Freedom 2030 Fund |
5,948,268 | |||||||||
* | Fidelity | Fidelity Freedom 2035 Fund |
3,896,715 | |||||||||
* | Fidelity | Fidelity Freedom 2040 |
3,746,364 | |||||||||
Total Common / Collective Trusts |
80,210,414 | |||||||||||
Master Trust |
||||||||||||
Invesco | Stable Value Fund |
95,960,068 | ||||||||||
Kennametal Inc. Common Stock |
||||||||||||
* | Kennametal | Kennametal Inc. Common Stock Fund |
54,633,236 | |||||||||
Loans to Participants |
||||||||||||
Participant Loans | 5.0% to 10.5% |
11,419,869 | ||||||||||
Total Investments |
$ | 431,005,156 | ||||||||||
* | Party-in-interest, for which a statutory exemption exists. |
13
KENNAMETAL THRIFT PLUS PLAN | ||||||||
Date: June 28, 2007 | By: | /s/ Veronica McDonough | ||||||
Veronica McDonough | ||||||||
Plan Administrator |
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/s/ Schneider Downs & Co., Inc. | ||||
Schneider Downs & Co., Inc. | ||||
15