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): July 24, 2008

Kennametal Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania		1-5318		25-0900168
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
World Headquarters 1600 Technology Way P.O. Box 231 Latrobe, Pennsylvania				15650-0231
(Address of Principal Executive Offices)				(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Financial Statements and Exhibits

Item 2.02 Results of Operations and Financial Condition

On July 24, 2008, Kennametal Inc. (Kennametal or the Company) issued an earnings announcement for its fiscal fourth quarter ended June 30, 2008.

The press release contains certain non-generally accepted accounting principles (GAAP) financial measures. The following GAAP financial measures have been presented on an adjusted basis: gross profit, operating expense, operating income, Metalworking Sales and Services Group (MSSG) operating income, Advanced Materials Solutions Group (AMSG) operating income, effective tax rate, income from continuing operations, net income and diluted earnings per share. Adjustments include: (1) restructuring and related charges for the three months and year ended June 30, 2008, (2) impact of a German tax reform bill for the year ended June 30, 2008, (3) goodwill impairment charge for the year ended June 30, 2008 and (4)(a) Electronics impairment and transaction-related charges and (b) adjustment on J&L Industrial Supply (J&L) divestiture and transaction-related charges for the year ended June 30, 2007. Management adjusts for these items in measuring and compensating internal performance to more easily compare the Company’s financial performance period-to-period. The press release also contains adjusted free operating cash flow and adjusted return on invested capital, which are also non-GAAP measures and are defined below.

Management believes that presentation of these non-GAAP financial measures provides useful information about the results of operations of the Company for the current period and past periods. Management believes that investors should have available the same information that management uses to assess operating performance, determine compensation and assess the capital structure of the Company. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.

Free Operating Cash Flow and Adjusted Free Operating Cash Flow
Free operating cash flow is a non-GAAP financial measure and is defined by the Company as cash provided by operations (which is the most directly comparable GAAP measure) less capital expenditures plus proceeds from disposals of fixed assets. Management considers free operating cash flow to be an important indicator of Kennametal’s cash generating capability because it better represents cash generated from operations that can be used for strategic initiatives (such as acquisitions), dividends, debt repayment and other investing and financing activities. Management may further adjust free operating cash flow for significant unusual cash items. Management considers adjusted free operating cash flow to be an important indicator of Kennametal’s cash generating capability because it excludes significant unusual items.

Adjusted Return on Invested Capital
Adjusted Return on Invested Capital is a non-GAAP financial measure and is defined by the Company as the previous 12 months’ net income, adjusted for interest expense, securitization fees, minority interest expense and special items, divided by the sum of the previous five quarters’ average balances of debt, securitized accounts receivable, minority interest and shareowners’ equity. The most directly comparable GAAP measure is return on invested capital calculated utilizing GAAP net income. Management believes that this financial measure provides additional insight into the underlying capital structure and performance of the Company. Management utilizes this non-GAAP measure in determining compensation and assessing the operations of the Company.

A copy of the Company’s earnings announcement is furnished under Exhibit 99.1 attached hereto. Reconciliations of the above non-GAAP financial measures are included in the earnings announcement.

Additionally, during our quarterly teleconference we may use various non-GAAP financial measures to describe the underlying operating results. Accordingly, we have compiled below certain reconciliations as required by Regulation G. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.

Adjusted EBIT
EBIT is an acronym for Earnings Before Interest and Taxes and is a non-GAAP financial measure. The most directly comparable GAAP measure is net income. However, we believe that EBIT is widely used as a measure of operating performance and we believe EBIT to be an important indicator of the Company’s operational strength and performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining liquidity that is calculated in accordance with GAAP. Additionally, Kennametal will adjust EBIT for minority interest expense, interest income, securitization fees, pre-tax income from discontinued operations and special items. Management uses this information in reviewing operating performance and in determining compensation.

Primary Working Capital
Primary working capital is a non-GAAP financial measure and is defined as accounts receivable, net plus inventories, net minus accounts payable. The most directly comparable GAAP measure is working capital, which is defined as current assets less current liabilities. We believe primary working capital better represents Kennametal’s performance in managing certain assets and liabilities controllable at the business unit level and it is used as such for internal performance measurement.

Debt to Capital
Debt to capital is a non-GAAP financial measure and is defined by Kennametal as total debt divided by total shareowners’ equity plus minority interest plus total debt. The most directly comparable GAAP measure is debt to equity, which is defined as total debt divided by shareowners’ equity. Management believes that debt to capital provides additional insight into the underlying capital structuring and performance of the Company.

EBIT RECONCILIATION (Unaudited)

		Three Months Ended								Year Ended
		June 30,								June 30,
(in thousands, except percents)		2008				2007				2008				2007
Net income, as reported		$	59,580			$	62,093			$	167,775			$	174,243
Net income as a percent of sales			7.9	%			9.4	%			6.2	%			7.3	%
Add back:
Interest expense			7,393				7,513				31,728				29,141
Tax expense			15,104				23,014				64,057				70,469
Tax benefit on discontinued operations			—				—				—				135
EBIT			82,077				92,620				263,560				273,988
Additional adjustments:
Minority interest expense			329				229				2,980				2,185
Interest income			(1,597	)			(1,101	)			(5,082	)			(5,676	)
Securitization fees			4				5				22				38
Pre-tax income from discontinued operations			—				—				—				(1,178	)
Special Items:
Goodwill impairment charge			—				—				35,000				—
Restructuring and related charges			8,248				—				8,248				—
Electronics, impairment and transaction-related charges			—				—				—				3,072
Loss on sale of CPG and transaction-related charges			—				—				—				570
Adjustment on J&L divestiture and transaction-related charges			—				—				—				2,019
Adjusted EBIT		$	89,061			$	91,753			$	304,728			$	275,018
Adjusted EBIT as a percent of sales			11.8	%			14.0	%			11.3	%			11.5	%

PRIMARY WORKING CAPITAL RECONCILIATION (Unaudited)

		June 30,				June 30,
(in thousands)		2008				2007
Current assets		$	1,133,494			$	1,016,502
Current liabilities			502,817				487,237
Working capital in accordance with GAAP		$	630,677			$	529,265
Excluding items:
Cash and cash equivalents			(67,986	)			(50,433	)
Other current assets			(91,914	)			(95,766	)
Total excluded current assets			(159,900	)			(146,199	)
Adjusted current assets			973,594				870,303
Current maturities of long-term debt and capital leases, including notes payable			(15,106	)			(5,430	)
Other current liabilities			(298,661	)			(292,506	)
Total excluded current liabilities			(313,767	)			(297,936	)
Adjusted current liabilities			189,050				189,301
Primary working capital		$	784,544			$	681,002

DEBT TO CAPITAL RECONCILIATION (Unaudited):

		June 30,				June 30,
(in thousands)		2008				2007
Total debt		$	328,158			$	366,829
Total shareowners’ equity			1,647,907				1,484,467
Debt to equity, GAAP			19.9	%			24.7	%
Total debt		$	328,158			$	366,829
Minority interest			21,527				17,624
Total shareowners’ equity			1,647,907				1,484,467
Total capital		$	1,997,592			$	1,868,920
Debt to capital			16.4	%			19.6	%

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(b) On July 21, 2008, Dr. William Y. Hsu, Vice President and Chief Technical Officer of Kennametal Inc. notified the Company of his intention to retire from the Company effective as of October 31, 2008. The Company has undertaken a search for a new Chief Technical Officer.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Fiscal 2008 Fourth Quarter Earnings Announcement

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		KENNAMETAL INC.
Date: July 24, 2008		By:		/s/ Wayne D. Moser
				Wayne D. Moser
				Vice President Finance and Corporate Controller

Exhibit 99.1

FOR IMMEDIATE RELEASE:

DATE: July 24, 2008

Investor Relations
CONTACT: Quynh McGuire
PHONE: 724-539-6559

Media Relations
CONTACT: Joy Chandler
PHONE: 724-539-4618

KENNAMETAL REPORTS RECORD FOURTH QUARTER AND
FULL YEAR RESULTS FOR FISCAL 2008

	•		Records set for sales, adjusted EPS and adjusted ROIC for June quarter and fiscal year
	•		Quarter and fiscal year organic sales growth of 4 percent
	•		Quarter reported EPS of $0.77; adjusted EPS of $0.85
	•		Fiscal year reported EPS of $2.15; adjusted EPS of $2.76

LATROBE, Pa., (July 24, 2008) — Kennametal Inc. (NYSE: KMT) reported today that it achieved new records for sales, adjusted EPS and adjusted ROIC for both the quarter and fiscal year ended June 30, 2008. Sales increased over the prior year by 15 percent for the June quarter and by 13 percent for the fiscal year, including organic sales growth of 4 percent for both periods. This marked the company’s 18^th consecutive quarter of year-over-year organic sales growth.

Reported fiscal 2008 fourth quarter diluted earnings per share (EPS) were $0.77, compared with the prior year quarter EPS of $0.79, a decrease of 3 percent. Reported EPS included charges of $0.08 per share related to its previously announced restructuring actions. Absent these charges, adjusted EPS of $0.85 increased 8 percent compared with prior year quarter EPS.

     1600 Technology Way   |   Latrobe, PA 15650-5274 USA   |   Tel: 724.539.5000   |   www.kennametal.com

Fiscal 2008 reported EPS decreased 3 percent to $2.15, compared with prior year reported EPS of $2.22. Fiscal 2008 adjusted EPS were $2.76, compared with prior year adjusted EPS of $2.28, an increase of 21 percent. Adjusted ROIC was 12.3 percent, up 100 basis points from 11.3 percent in the prior year.

Carlos Cardoso, Kennametal’s Chairman, President and Chief Executive Officer said, “We are pleased with our results for the quarter as well as for fiscal year 2008. For both periods, we delivered record sales and achieved new milestones for adjusted EPS and ROIC despite weaker market conditions in North America and higher raw material costs. During fiscal 2008, we again generated strong cash flow supported by initiatives in the June quarter aimed at reducing inventory and further shaping our business portfolio by divesting two non-core businesses. We continued to invest in our business and began to implement our previously announced restructuring actions to reduce costs and improve operating efficiencies. Our strong performance in the fourth quarter and throughout fiscal 2008 validates both our strategies and our ability to execute them, while showcasing the resilience and balance of our business.”

Reconciliations of all non-GAAP financial measures are set forth in the attached tables.

Highlights of Fiscal 2008 Fourth Quarter

•

Sales for the quarter were $753 million, compared with $657 million in the same quarter last year. Sales grew 15 percent year-over-year and included 4 percent organic growth, 1 percent from acquisitions and 7 percent from foreign currency effects. The current quarter had more workdays than the prior year quarter which increased the overall sales growth by 3 percent.

•

As previously announced, the company began implementing certain restructuring actions to reduce costs and improve efficiencies in its operations. During the June quarter, the company recognized pre-tax charges related to these initiatives of $8 million, or $0.08 per share. Including these charges, the company expects to recognize a total of $40 million to $50 million of pre-tax charges related to these restructuring actions. The remaining charges are expected to be incurred over the next nine to fifteen months. Approximately 90 percent of these charges are expected to be cash expenditures. Annual ongoing benefits from these actions, once fully implemented, are expected to be in the range of $20 million to $25 million.

•

The company divested two non-core businesses within its metalworking segment during the June quarter and recognized a combined pre-tax loss on divestitures of $0.6 million. Cash proceeds received were $20 million.

•		Income from continuing operations was $60 million, compared with $62 million in the prior year quarter. Absent the charges related to restructuring actions, income from continuing operations increased 7 percent to $66 million from $62 million in the prior year quarter. This increase was driven by organic sales growth, favorable foreign currency effects and a lower effective tax rate.
•		The effective tax rate for the current quarter was 20.1 percent compared with 27.0 percent in the prior year quarter. The prior year rate included a provision for a tax uncertainty. In addition, the current quarter rate benefited from the effect of divestitures and a tax benefit associated with a dividend reinvestment plan in China.
•		Reported EPS were $0.77, compared with prior year quarter EPS of $0.79. Adjusted EPS of $0.85 increased 8 percent, compared with prior year quarter EPS of $0.79. A reconciliation follows:

Earnings Per Diluted Share Reconciliation

Fourth Quarter FY 2008
Reported EPS		$	0.77
Restructuring and related charges			0.08
Adjusted EPS		$	0.85
Fourth Quarter FY 2007
Reported EPS		$	0.79
		$	0.79

•

During the June quarter, the company reduced its inventory by $34 million or 7 percent from the March quarter, of which $10 million was related to divestitures.

•

Adjusted ROIC was 12.3 percent, up 100 basis points from 11.3 percent in the prior year.

•

Cash flow from operating activities was $280 million in fiscal 2008, compared with $199 million in the prior year. Adjusted free operating cash flow for the current year was $124 million compared with $197 million in the prior year. The change in adjusted free operating cash flow was primarily driven by a $71 million increase in capital expenditures for enhanced manufacturing capabilities and geographic expansion, as well as changes in working capital.

Highlights of Fiscal 2008

•

Sales of $2.7 billion increased 13 percent from $2.4 billion in the prior year. Sales grew 4 percent on an organic basis, 3 percent from acquisitions and 6 percent from foreign currency effects.

•

Income from continuing operations was $168 million, compared with $177 million in the prior year, a decrease of 5 percent. Adjusted income from continuing operations was $216 million, an increase of 21 percent, compared with $178 million in the prior year.

•

The reported effective tax rate was 27.3 percent. On an adjusted basis, the effective tax rate was 21.2 percent, compared with 28.2 percent reported in the prior year. The lower adjusted rate compared with the rate for the prior year was driven by an increase in earnings under the company’s pan-European business strategy, the effects of other international operations and benefits from a dividend reinvestment plan in China.

•

Reported EPS decreased 3 percent to $2.15, compared with prior year reported EPS of $2.22. Adjusted EPS increased 21 percent to $2.76, compared with prior year adjusted EPS of $2.28. A reconciliation follows:

Earnings Per Diluted Share Reconciliation

FY 2008
Reported EPS		$	2.15
Impact of German tax reform bill			0.08
Goodwill impairment charge			0.45
Restructuring and related charges			0.08
Adjusted EPS		$	2.76
FY 2007
Reported EPS		$	2.22
Electronics impairment and transaction-related charges			0.04
Adjustment on J&L divestiture and transaction-related charges			0.02
Adjusted EPS		$	2.28

Business Segment Highlights of Fiscal 2008 Fourth Quarter

Metalworking Solutions & Services Group (MSSG) delivered further top-line growth in the June quarter, driven primarily by organic sales gains and favorable foreign currency effects. Industrial activity remained positive in most industry and market sectors on a global basis. Areas of particular strength included aerospace, machine tools and general engineering. On a regional basis, continued growth in Europe, as well as ongoing strength in developing economies, particularly Asia Pacific and India, more than offset continued weakness in the North American market.

In the June quarter, MSSG sales grew by 13 percent as a result of 2 percent organic growth, 8 percent favorable foreign currency effects, 1 percent from acquisitions and 2 percent from more workdays. Asia Pacific and India organic sales increased 13 percent and 18 percent, respectively. Europe and Latin America organic sales increased 4 percent and 6 percent, respectively. North American organic sales declined by 5 percent.

MSSG operating income decreased by 3 percent and the operating margin decreased 230 basis points from the same quarter last year. During the June quarter, MSSG recognized restructuring and related charges of $5 million. Absent these charges, MSSG operating income increased 4 percent and operating margin decreased 130 basis points. The primary drivers of the decline in operating margin were lower manufacturing production to reduce inventory and divestiture-related charges offset somewhat by current quarter benefits from organic growth and favorable foreign currency effects.

Advanced Materials Solutions Group (AMSG) sales increased 17 percent during the June quarter, driven by 8 percent organic growth, 5 percent from favorable foreign currency effects, 2 percent from acquisitions and 2 percent from more workdays. Organic sales increased on stronger construction and mining sales and higher energy-related sales, slightly offset by lower engineered product sales.

AMSG operating income was down 13 percent and operating margin was 430 basis points lower than for the prior year quarter. During the June quarter, AMSG recognized restructuring and related charges of $3 million. Absent these charges, AMSG operating income decreased 6 percent and the operating margin decreased 320 basis points. The decline in operating margin was due to higher raw material costs and lower performance in the surface finishing machines and services business.

Outlook

Global market indicators support Kennametal’s expectation for continued but more moderate top-line growth during fiscal 2009. The company believes that the North American economy will remain challenging for at least the next six to nine months. The company also believes that the European market will continue to grow, but at a slower pace. Growth in India is also expected to moderate while other developing economies should continue to show resilience. While there are some inherent and changing uncertainties and risks within the current macro-economic environment, it appears that fundamental drivers will continue to provide a platform for moderate growth in global demand.

Kennametal expects total sales growth of 5 percent to 7 percent for fiscal 2009, including organic sales growth of 2 percent to 4 percent.

The company expects fiscal 2009 EPS to be in the range of $3.00 to $3.15, excluding charges that occur relating to the previously announced restructuring actions. Consistent with historical seasonal patterns, the company expects approximately 65 percent of the forecasted EPS to be realized in the second half of the fiscal year.

In the first quarter of fiscal 2009, Kennametal expects total sales growth to be in the range of 7 percent to 8 percent, including organic growth of 2 percent to 3 percent, and EPS to be in the range of $0.50 and $0.55, excluding charges that occur relating to the previously announced restructuring actions.

Kennametal anticipates cash flow from operating activities of approximately $310 million to $330 million for fiscal 2009. Based on anticipated capital expenditures of $155 million, the company expects to generate between $155 million and $175 million of free operating cash flow for fiscal 2009.

Dividend Declared

Kennametal announced today that its Board of Directors declared a regular quarterly cash dividend of $0.12 per share. The dividend is payable August 20, 2008 to shareowners of record as of the close of business on August 5, 2008.

Kennametal advises shareowners to note monthly order trends, for which the company makes a disclosure ten business days after the conclusion of each month. This information is available on the Investor Relations section of Kennametal’s corporate web site at www.kennametal.com.

Fourth quarter and full year results for fiscal 2008 will be discussed in a live Internet broadcast at 10:00 a.m. Eastern time today. This event will be broadcast live on the company’s website, www.kennametal.com. Once on the homepage, select “Investor Relations and then “Events.” The replay of this event will also be available on the company’s website through August 23, 2008.

This release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that do not relate strictly to historical or current facts. You can identify forward-looking statements by the fact they use words such as “should,” “anticipate,” “estimate,” “approximate,” “expect,” “may,” “will,” “project,” “intend,” “plan,” “believe” and other words of similar meaning and expression in connection with any discussion of future operating or financial performance or event. Forward looking statements in this release concern, among other things, Kennametal’s expectations regarding future growth, end markets, financial performance for future periods and its intended restructuring activities, all of which are based on current expectations that involve inherent risks and uncertainties. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: 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 expected savings and synergies; business divestitures; demands on management resources; implementation of restructuring plans and environmental remediation matters; demand for and market acceptance of new and existing products; future terrorist attacks or acts of war; and labor relations. 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. 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.

Kennametal Inc. (NYSE: KMT) is a leading global supplier of tooling, engineered components and advanced materials consumed in production processes. The company improves customers’ competitiveness by providing superior economic returns through the delivery of application knowledge and advanced technology to master the toughest of materials application demands. Companies producing everything from airframes to coal, from medical implants to oil wells and from turbochargers to motorcycle parts recognize Kennametal for extraordinary contributions to their value chains. Customers buy approximately $2.7 billion annually of Kennametal products and services — delivered by our 14,000 talented employees in over 60 countries — with more than 50 percent of these revenues coming from outside North America. Visit us at www.kennametal.com. [KMT-E]

FINANCIAL HIGHLIGHTS

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

		Three Months Ended								Year Ended
		June 30,								June 30,
(in thousands, except per share amounts)		2008				2007				2008				2007
Sales		$	752,961			$	657,477			$	2,705,129			$	2,385,493
Cost of goods sold			500,616				421,934				1,781,889				1,543,931
Gross profit			252,345				235,543				923,240				841,562
Operating expense			161,590				142,328				605,004				554,634
Restructuring and asset impairment charges			4,891				—				39,891				5,970
Loss on divestitures			582				—				582				1,686
Amortization of intangibles			3,806				4,149				13,864				9,852
Operating income			81,476				89,066				263,899				269,420
Interest expense			7,393				7,513				31,728				29,141
Other income, net			(930	)			(3,783	)			(2,641	)			(9,217	)
Income from continuing operations before income taxes and minority interest			75,013				85,336				234,812				249,496
Provision for income taxes			15,104				23,014				64,057				70,469
Minority interest expense			329				229				2,980				2,185
Income from continuing operations			59,580				62,093				167,775				176,842
Loss from discontinued operations a			—				—				—				(2,599	)
Net income		$	59,580			$	62,093			$	167,775			$	174,243
Basic earnings (loss) per share: b
Continuing operations		$	0.78			$	0.80			$	2.18			$	2.30
Discontinued operations a			—				—				—				(0.03	)
		$	0.78			$	0.80			$	2.18			$	2.27
Diluted earnings (loss) per share: b
Continuing operations		$	0.77			$	0.79			$	2.15			$	2.25
Discontinued operations a			—				—				—				(0.03	)
		$	0.77			$	0.79			$	2.15			$	2.22
Dividends per share b		$	0.12			$	0.10			$	0.47			$	0.41
Basic weighted average shares outstanding b			76,346				77,235				76,811				76,788
Diluted weighted average shares outstanding b			77,614				78,977				78,201				78,545

-more-

FINANCIAL HIGHLIGHTS (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

		June 30,				June 30,
(in thousands)		2008				2007
ASSETS
Cash and cash equivalents		$	67,986			$	50,433
Accounts receivable, net			512,794				466,690
Inventories			460,800				403,613
Other current assets			91,914				95,766
Total current assets			1,133,494				1,016,502
Property, plant and equipment, net			749,755				614,019
Goodwill and intangible assets, net			802,722				834,290
Other assets			79,884				141,416
Total		$	2,765,855			$	2,606,227
LIABILITIES
Current maturities of long-term debt and capital leases, including notes payable		$	15,106			$	5,430
Accounts payable			189,050				189,301
Other current liabilities			298,661				292,506
Total current liabilities			502,817				487,237
Long-term debt and capital leases			313,052				361,399
Other liabilities			280,552				255,500
Total liabilities			1,096,421				1,104,136
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES			21,527				17,624
SHAREOWNERS’ EQUITY			1,647,907				1,484,467
Total		$	2,765,855			$	2,606,227

SEGMENT DATA (Unaudited)

		Three Months Ended								Year Ended
		June 30,								June 30,
(in thousands)		2008				2007				2008				2007
Outside Sales:
Metalworking Solutions and Services Group		$	488,022			$	430,630			$	1,789,859			$	1,577,234
Advanced Materials Solutions Group			264,939				226,847				915,270				808,259
Total outside sales		$	752,961			$	657,477			$	2,705,129			$	2,385,493
Sales By Geographic Region:
United States		$	318,405			$	306,848			$	1,174,003			$	1,134,752
International			434,556				350,629				1,531,126				1,250,741
Total sales by geographic region		$	752,961			$	657,477			$	2,705,129			$	2,385,493
Operating Income (Loss):
Metalworking Solutions and Services Group		$	67,727			$	69,729			$	260,744			$	221,387
Advanced Materials Solutions Group			32,858				37,974				83,925				131,323
Corporate and eliminations c			(19,109	)			(18,637	)			(80,770	)			(83,290	)
Total operating income		$	81,476			$	89,066			$	263,899			$	269,420

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FINANCIAL HIGHLIGHTS (Continued)

In addition to reported results under generally accepted accounting principles in the United States of America (GAAP), the following financial highlight tables include, where appropriate, a reconciliation of adjusted results including gross profit, operating expense, operating income, MSSG operating income, AMSG operating income, effective tax rate, income from continuing operations, net income and diluted earnings per share (which are GAAP financial measures), as well as adjusted free operating cash flow and adjusted return on invested capital (which are non-GAAP financial measures), to the most directly comparable GAAP measures. Management believes that investors should have available the same information that management uses to assess operating performance, determine compensation and assess the capital structure of the company. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the company may not be comparable to non-GAAP financial measures used by other companies.

RECONCILIATION TO GAAP — THREE MONTHS ENDED JUNE 30, 2008 (Unaudited)

														Income from
		Gross				Operating				Operating				Continuing				Net				Diluted
(in thousands, except per share amounts)		Profit				Expense				Income				Operations				Income				EPS
2008 Reported Results		$	252,345			$	161,590			$	81,476			$	59,580			$	59,580			$	0.77
Restructuring and related charges			1,441				(1,916	)			8,248				6,635				6,635				0.08
2008 Adjusted Results		$	253,786			$	159,674			$	89,724			$	66,215			$	66,215			$	0.85

		MSSG				AMSG
		Operating				Operating
(in thousands)		Income				Income
2008 Reported Results		$	67,727			$	32,858
Restructuring and related charges			4,856				3,012
2008 Adjusted Results		$	72,583			$	35,870

RECONCILIATION TO GAAP — YEAR ENDED JUNE 30, 2008 (Unaudited)

																		Income from
(in thousands, except percents		Effective				Gross				Operating				Operating				Continuing				Net				Diluted
and per share amounts)		Tax Rate				Profit				Expense				Income				Operations				Income				EPSd
2008 Reported Results			27.3	%		$	923,240			$	605,004			$	263,899			$	167,775			$	167,775			$	2.15
Impact of German tax reform bill			(2.4	)			—				—				—				6,594				6,594				0.08
Goodwill impairment charge			(3.6	)			—				—				35,000				35,000				35,000				0.45
Restructuring and related charges			(0.1	)			1,441				(1,916	)			8,248				6,635				6,635				0.08
2008 Adjusted Results			21.2	%		$	924,681			$	603,088			$	307,147			$	216,004			$	216,004			$	2.76

RECONCILIATION TO GAAP — YEAR ENDED JUNE 30, 2007 (Unaudited)

										Income from
		Operating				Operating				Continuing				Net				Diluted
(in thousands, except per share amounts)		Expense				Income				Operations				Income				EPSd
2007 Reported Results		$	554,634			$	269,420			$	176,842			$	174,243			$	2.22
Electronics impairment and transaction-related charges			—				—				—				3,213				0.04
Adjustment on J&L divestiture and transaction-related charges			(333	)			2,019				1,252				1,252				0.02
2007 Adjusted Results		$	554,301			$	271,439			$	178,094			$	178,708			$	2.28

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FINANCIAL HIGHLIGHTS (Continued)

RECONCILIATION OF ADJUSTED FREE OPERATING CASH FLOW (Unaudited):

		Year Ended
		June 30,
(in thousands)		2008				2007
Net cash flow provided by operating activities		$	279,786			$	199,006
Purchases of property, plant and equipment			(163,489	)			(92,001	)
Proceeds from disposals of property, plant and equipment			2,839				3,455
Free operating cash flow			119,136				110,460
Adjustments:
Income taxes paid during first quarter			4,659				86,236
Adjusted free operating cash flow		$	123,795			$	196,696

RETURN ON INVESTED CAPITAL (Unaudited)

June 30, 2008 (in thousands, except percents)

Invested Capital		6/30/2008				3/31/2008				12/31/2007				9/30/2007				6/30/2007				Average
Debt		$	328,158			$	428,456			$	446,956			$	377,051			$	366,829			$	389,490
Minority interest			21,527				21,879				20,276				19,122				17,624				20,086
Shareowners’ equity			1,647,907				1,615,568				1,563,297				1,531,378				1,484,467				1,568,523
Total		$	1,997,592			$	2,065,903			$	2,030,529			$	1,927,551			$	1,868,920			$	1,978,099

						Three Months Ended
Interest Expense						6/30/2008				3/31/2008				12/31/2007				9/30/2007				Total
Interest expense						$	7,393			$	8,005			$	8,531			$	7,799			$	31,728
Securitization fees							4				5				5				8				22
Total interest expense						$	7,397			$	8,010			$	8,536			$	7,807			$	31,750
Income tax benefit																							6,731
Total interest expense, net of tax																						$	25,019

Total Income						6/30/2008				3/31/2008				12/31/2007				9/30/2007				Total
Net income, as reported						$	59,580			$	23,170			$	50,146			$	34,879			$	167,775
Impact of German tax reform bill							—				—				—				6,594				6,594
Goodwill impairment charge							—				35,000				—				—				35,000
Restructuring and related charges							6,635				—				—				—				6,635
Minority interest expense							329				742				1,037				872				2,980
Total income, adjusted						$	66,544			$	58,912			$	51,183			$	42,345			$	218,984
Total interest expense, net of tax																							25,019
																						$	244,003
Average invested capital																						$	1,978,099
Adjusted Return on Invested Capital																							12.3	%
Return on invested capital calculated utilizing net income, as reported is as follows:
Net income, as reported																						$	167,775
Total interest expense, net of tax																							25,019
																						$	192,794
Average invested capital																						$	1,978,099
Return on Invested Capital																							9.7	%

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FINANCIAL HIGHLIGHTS (Continued)

RETURN ON INVESTED CAPITAL (Unaudited)

June 30, 2007 (in thousands, except percents)

Invested Capital		6/30/2007				3/31/2007				12/31/2006				9/30/2006				6/30/2006				Average
Debt		$	366,829			$	371,521			$	376,472			$	409,592			$	411,722			$	387,227
Minority interest			17,624				16,896				15,807				15,177				14,626				16,026
Shareowners’ equity			1,484,467				1,431,235				1,369,748				1,319,599				1,295,365				1,380,083
Total		$	1,868,920			$	1,819,652			$	1,762,027			$	1,744,368			$	1,721,713			$	1,783,336

						Three Months Ended
Interest Expense						6/30/2007				3/31/2007				12/31/2006				9/30/2006				Total
Interest expense						$	7,513			$	6,915			$	7,286			$	7,427			$	29,141
Securitization fees							5				5				6				22				38
Total interest expense						$	7,518			$	6,920			$	7,292			$	7,449			$	29,179
Income tax benefit																							8,258
Total interest expense, net of tax																						$	20,921

Total Income						6/30/2007				3/31/2007				12/31/2006				9/30/2006				Total
Net income, as reported						$	62,093			$	51,738			$	30,051			$	30,361			$	174,243
Adjustment on J&L divestiture and transaction- related charges							—				—				—				1,252				1,252
Electronics impairment and transaction-related charges							—				—				3,213				—				3,213
Loss on divesiture of CPG and transaction-related charges							—				—				—				368				368
Minority interest expense							229				757				642				557				2,185
Total income, adjusted						$	62,322			$	52,495			$	33,906			$	32,538			$	181,261
Total interest expense, net of tax																							20,921
																						$	202,182
Average invested capital																						$	1,783,336
Adjusted Return on Invested Capital																							11.3	%
Return on invested capital calculated utilizing net income, as reported is as follows:
Net income, as reported																						$	174,243
Total interest expense, net of tax																							20,921
																						$	195,164
Average invested capital																						$	1,783,336
Return on Invested Capital																							10.9	%

-end-