Kennametal 10-Q
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006
Commission file number 1-5318
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
     
Pennsylvania   25-0900168
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
World Headquarters
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania 15650-0231

(Address of principal executive offices)
Website: www.kennametal.com
Registrant’s telephone number, including area code: (724) 539-5000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ      Accelerated filer o      Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ
Indicate the number of shares outstanding of each of the issuer’s classes of capital stock, as of the latest practicable date:
     
Title Of Each Class   Outstanding at October 31, 2006
     
Capital Stock, par value $1.25 per share   38,653,180
 
 

 


 

KENNAMETAL INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006
TABLE OF CONTENTS
         
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Table of Contents

This Form 10-Q contains “forward-looking” statements within the meaning of 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. These statements are likely to relate to, among other things, our strategy, goals, plans and projections regarding our financial position, results of operations, market position, and product development, all of which are based on current expectations that involve inherent risks and uncertainties, including factors that could delay, divert or change any of them in the next several years. It is not possible to predict or identify all factors; however, they may include the following: global and regional economic conditions; risks associated with the availability and costs of the raw materials we use to manufacture our products; our ability to protect our intellectual property in foreign jurisdictions; risks associated with 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; risks associated with integrating recent acquisitions, as well as any future acquisitions, and achieving the expected savings and synergies; risks relating to our recent business divestitures; competition; demands on management resources; future terrorist attacks or acts of war; labor relations; demand for and market acceptance of new and existing products; and risks associated with the implementation of restructuring plans and environmental remediation matters. We provide additional information about many of the specific risks we face in the “Risk Factors” Section of our Annual Report on Form 10-K, and in this Form 10-Q as applicable. We can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of future events or developments.

 


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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 
    Three Months Ended  
    September 30,  
(in thousands, except per share data)   2006     2005  
Sales
  $ 542,811     $ 545,766  
Cost of goods sold
    355,780       348,438  
 
           
Gross profit
    187,031       197,328  
Operating expense
    135,044       144,901  
Loss on divestiture
    1,686        
Amortization of intangibles
    1,940       1,351  
 
           
Operating income
    48,361       51,076  
Interest expense
    7,427       7,829  
Other income, net
    (3,006 )     (879 )
 
           
Income from continuing operations before income taxes and minority interest expense
    43,940       44,126  
Provision for income taxes
    13,929       15,300  
Minority interest expense
    557       748  
 
           
Income from continuing operations
    29,454       28,078  
Income from discontinued operations, net of income taxes
    907       19  
 
           
Net income
  $ 30,361     $ 28,097  
 
           
 
               
PER SHARE DATA
               
Basic earnings per share
               
Continuing operations
  $ 0.77     $ 0.74  
Discontinued operations
    0.02       0.00  
 
           
 
  $ 0.79     $ 0.74  
 
           
 
               
Diluted earnings per share
               
Continuing operations
  $ 0.76     $ 0.72  
Discontinued operations
    0.02       0.00  
 
           
 
  $ 0.78     $ 0.72  
 
           
 
               
Dividends per share
  $ 0.19     $ 0.19  
 
           
 
               
Basic weighted average shares outstanding
    38,226       37,949  
 
           
 
               
Diluted weighted average shares outstanding
    39,058       38,915  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

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KENNAMETAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    September 30,     June 30,  
(in thousands)   2006     2006  
ASSETS
               
Current assets:
               
Cash and equivalents
  $ 118,224     $ 233,976  
Accounts receivable, less allowance for doubtful accounts of $14,875 and $14,692
    366,837       386,714  
Inventories
    354,876       334,949  
Deferred income taxes
    55,580       55,328  
Current assets of discontinued operations held for sale
          24,280  
Other current assets
    53,757       51,610  
 
           
Total current assets
    949,274       1,086,857  
 
           
 
Property, plant and equipment:
               
Land and buildings
    292,595       290,848  
Machinery and equipment
    1,086,200       1,058,623  
Less accumulated depreciation
    (832,387 )     (819,092 )
 
           
Net property, plant and equipment
    546,408       530,379  
 
           
 
               
Other assets:
               
Investments in affiliated companies
    18,349       17,713  
Goodwill
    529,101       500,002  
Intangible assets, less accumulated amortization of $18,755 and $16,891
    145,733       118,421  
Deferred income taxes
    38,582       39,721  
Assets of discontinued operations held for sale
          11,285  
Other
    132,431       130,894  
 
           
Total other assets
    864,196       818,036  
 
           
Total assets
  $ 2,359,878     $ 2,435,272  
 
           
 
               
LIABILITIES
               
Current liabilities:
               
Current maturities of long-term debt and capital leases
  $ 1,508     $ 1,597  
Notes payable to banks
    598       617  
Accounts payable
    113,120       124,907  
Accrued income taxes
    37,006       112,364  
Accrued expenses
    88,078       82,118  
Current liabilities of discontinued operations held for sale
          3,065  
Other current liabilities
    117,343       137,531  
 
           
Total current liabilities
    357,653       462,199  
 
               
Long-term debt and capital leases, less current maturities
    407,486       409,508  
Deferred income taxes
    86,006       73,338  
Accrued pension and postretirement benefits
    146,447       144,768  
Other liabilities
    27,510       35,468  
 
           
Total liabilities
    1,025,102       1,125,281  
 
           
 
               
Commitments and contingencies
               
 
               
Minority interest in consolidated subsidiaries
    15,177       14,626  
 
           
 
               
SHAREOWNERS’ EQUITY
               
Preferred stock, no par value; 5,000 shares authorized; none issued
           
Capital stock, $1.25 par value; 70,000 shares authorized; 40,565 and 40,356 shares issued
    50,709       50,448  
Additional paid-in capital
    651,138       638,399  
Retained earnings
    693,449       670,433  
Treasury shares, at cost; 1,967 and 1,749 shares held
    (113,763 )     (101,781 )
Accumulated other comprehensive income
    38,066       37,866  
 
           
Total shareowners’ equity
    1,319,599       1,295,365  
 
           
Total liabilities and shareowners’ equity
  $ 2,359,878     $ 2,435,272  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

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KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    Three Months Ended  
    September 30,  
(in thousands)   2006     2005  
OPERATING ACTIVITIES
               
Net income
  $ 30,361     $ 28,097  
Adjustments for non-cash items:
               
Depreciation
    16,447       16,417  
Amortization
    1,940       1,351  
Stock-based compensation expense
    6,174       7,991  
Loss on divestitures
    1,898        
Other
    1,127       653  
Changes in certain assets and liabilities (excluding acquisitions):
               
Accounts receivable
    30,217       15,704  
Change in accounts receivable securitization
          (9,341 )
Inventories
    (10,488 )     (33,797 )
Accounts payable and accrued liabilities
    (21,890 )     (19,371 )
Accrued income taxes
    (72,295 )     9,580  
Other
    (2,291 )     3,242  
 
           
Net cash flow (used for) provided by operating activities
    (18,800 )     20,526  
 
           
 
               
INVESTING ACTIVITIES
               
Purchases of property, plant and equipment
    (22,661 )     (14,875 )
Disposals of property, plant and equipment
    483       835  
Acquisitions of business assets, net of cash acquired
    (73,905 )      
Proceeds from divestitures
    20,214        
Other
    82       891  
 
           
Net cash flow used for investing activities
    (75,787 )     (13,149 )
 
           
 
               
FINANCING ACTIVITIES
               
Net decrease in notes payable
    (23 )     (40,957 )
Net decrease in short-term revolving and other lines of credit
          (2,100 )
Term debt borrowings
    12,775       183,945  
Term debt repayments
    (23,339 )     (156,762 )
Repurchase of capital stock
    (9,437 )     (4,550 )
Dividend reinvestment and employee benefit and stock plans
    6,222       9,544  
Cash dividends paid to shareowners
    (7,345 )     (7,299 )
Other
    (116 )     5,886  
 
           
Net cash flow used for financing activities
    (21,263 )     (12,293 )
 
           
 
               
Effect of exchange rate changes on cash and cash equivalents
    98       (388 )
 
           
 
               
CASH AND CASH EQUIVALENTS
               
Net decrease in cash and cash equivalents
    (115,752 )     (5,304 )
Cash and cash equivalents, beginning of period
    233,976       43,220  
 
           
Cash and cash equivalents, end of period
  $ 118,224     $ 37,916  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.   ORGANIZATION
 
    Kennametal Inc. was incorporated in Pennsylvania in 1943 and maintains its world headquarters in Latrobe, Pennsylvania. Kennametal Inc. and its subsidiaries (collectively, “Kennametal” or the “Company”) is a leading global manufacturer and supplier of tooling, engineered components and advanced materials consumed in production processes. End users of our products include metalworking manufacturers and suppliers in the aerospace, automotive, machine tool and farm machinery industries, as well as manufacturers and suppliers in the highway construction, coal mining, quarrying and oil and gas exploration industries. Our end users’ products include items ranging from airframes to coal, medical implants to oil wells and turbochargers to motorcycle parts. We previously operated three global business units consisting of Metalworking Solutions & Services Group (MSSG), Advanced Materials Solutions Group (AMSG) and J&L Industrial Supply (J&L). During fiscal 2006, we divested our J&L segment.
 
2.   BASIS OF PRESENTATION
 
    The condensed consolidated financial statements, which include our accounts and those of our majority-owned subsidiaries, should be read in conjunction with the 2006 Annual Report on Form 10-K. The condensed consolidated balance sheet as of June 30, 2006 was derived from the audited balance sheet included in our 2006 Annual Report on Form 10-K. These interim statements are unaudited; however, we believe that all adjustments necessary for a fair statement of the results of the interim periods were made and all adjustments are normal, recurring adjustments. The results for the three months ended September 30, 2006 and 2005 are not necessarily indicative of the results to be expected for a full fiscal year. Unless otherwise specified, any reference to a “year” is to a fiscal year ended June 30. For example, a reference to 2007 is to the fiscal year ending June 30, 2007. When used in this Form 10-Q, unless the context requires otherwise, the terms “we,” “our” and “us” refer to Kennametal Inc. and its subsidiaries.
 
3.   NEW ACCOUNTING STANDARDS
 
    In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. SFAS 158 is effective for Kennametal June 30, 2007. We are in the process of evaluating the provisions of SFAS 158 to determine the impact of adoption on our financial condition.
 
    In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, (SAB 108), which expresses the staff’s views regarding the process of quantifying financial statement misstatements. The guidance in SAB 108 must be applied in our 2007 annual financial statements. We are in the process of evaluating the guidance in SAB 108 to determine the impact, if any, on our results of operations or financial condition.
 
    In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for Kennametal July 1, 2008. We are in the process of evaluating the provisions of SFAS 157.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a method of recognition, measurement, presentation and disclosure within the financial statements for uncertain tax positions that a company has taken or expects to take in a tax return. FIN 48 is effective for Kennametal July 1, 2007. We are in the process of evaluating the provisions of FIN 48 to determine the impact of adoption, if any, on our results of operations or financial condition.
 
4.   SUPPLEMENTAL CASH FLOW DISCLOSURES
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Interest paid
  $ 2,311     $ 2,496  
Income taxes paid (refunded)
    86,236       (572 )
Contribution of stock to employees defined contribution benefit plans
    2,260       2,716  
Change in fair value of interest rate swaps
    (5,629 )     5,195  
5.   DIVESTITURES
 
    In 2006, we divested our J&L segment for $359.2 million, subject to post-closing adjustment. We have received $355.7 million in net proceeds related to the sale of this business of which $5.5 million was received during second quarter of 2007. In accordance with the terms of the sale agreement, the parties have agreed to submit certain claims raised by the purchaser related to the post-closing adjustment to binding arbitration for resolution. We believe that the purchaser’s claims are without merit. We expect to collect the remaining $3.5 million prior to December 31, 2006. During the quarter, we recognized a pre-tax loss of $1.7 million.
 
6.   DISCONTINUED OPERATIONS
 
    During 2006, our Board of Directors and management approved plans to divest our Kemmer Praezision Electronics business (Electronics) and our consumer retail product line, including industrial saw blades (CPG) as a part of our strategy to exit non-core businesses. These divestitures are accounted for as discontinued operations. As a result, prior years’ financial results have been restated to reflect the activity from these operations as discontinued operations.
 
    The divestiture of Electronics, which was part of the AMSG segment, will occur in two separate transactions. The first transaction closed during 2006. The second transaction is expected to close during the second quarter of 2007. The assets and liabilities of the business have been recorded at fair value.
 
    The divestiture of CPG, which was part of the MSSG segment, closed August 31, 2006 for net consideration of $31.2 million. We have received $21.2 million in net proceeds related to the sale of this business of which $1.5 million and $0.2 million were received during 2006 and second quarter of 2007, respectively. We expect to receive the remaining $10.0 million prior to February 28, 2007. During the quarter, we recognized an additional pre-tax loss of $0.3 million, which has been recorded in discontinued operations. Future adjustments related to this divestiture are not expected to be material. The assets and liabilities of this business were recorded at fair value and presented as held for sale as of June 30, 2006.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    The following represents the results of discontinued operations:
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Sales
  $ 12,610     $ 23,452  
 
               
Income (loss) from discontinued operations before income taxes
  $ 1,161     $ (222 )
Income tax expense (benefit)
    254       (241 )
     
Income from discontinued operations
  $ 907     $ 19  
     
    The major classes of assets and liabilities of discontinued operations held for sale in the condensed consolidated balance sheet are as follows:
         
(in thousands)   June 30, 2006  
 
Assets:
       
Accounts receivable, net
  $ 14,147  
Inventories
    10,113  
Other current assets
    20  
 
     
Current assets of discontinued operations held for sale
    24,280  
 
     
 
       
Property, plant and equipment, net
    5,895  
Goodwill
    5,208  
Other long-term assets
    182  
 
     
Long-term assets of discontinued operations held for sale
    11,285  
 
     
 
       
Total assets of discontinued operations held for sale
  $ 35,565  
 
     
 
       
Liabilities:
       
Accounts payable
  $ 1,213  
Other
    1,852  
 
     
Total liabilities of discontinued operations held for sale
  $ 3,065  
 
     
  7.   STOCK-BASED COMPENSATION
 
      Stock options are granted to eligible employees at fair market value on the date of grant. Stock options are exercisable under specific conditions for up to 10 years from the date of grant. The aggregate number of shares authorized for issuance under the Kennametal Inc. Stock and Incentive Plan of 2002, as amended (the 2002 Plan), are 3,750,000. Under the provisions of the 2002 Plan, participants may deliver our stock, owned by the holder for at least six months, in payment of the option price and receive credit for the fair market value of the shares on the date of delivery. The fair value of shares delivered during the three months ended September 30, 2006 was $0.1 million. Stock option expense for the three months ended September 30, 2006 and 2005 was $1.7 million and $3.1 million, respectively. In addition to stock option grants, the 2002 Plan permits the award of restricted stock to directors, officers and key employees.
 
      The assumptions used in our Black-Scholes valuation related to grants made during the period were as follows: risk free interest rate – 5.0 percent, expected life – 4.5 years, volatility – 22.4 percent and dividend yield – 1.4 percent.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    Changes in our stock options for the three months ended September 30, 2006 were as follows:
                                 
                    Weighted    
            Weighted   Average   Aggregate
            Average   Remaining   Intrinsic
            Exercise   Life   Value (in
    Options   Price   (years)   thousands)
     
Options outstanding, June 30, 2006
    2,228,697     $ 41.42                  
Granted
    356,464       54.09                  
Exercised
    (61,149 )     39.58                  
Lapsed and forfeited
    (99,937 )     47.62                  
                     
Options outstanding, September 30, 2006
    2,424,075     $ 43.07       7.0     $ 23,833  
                     
Options vested and expected to vest, September 30, 2006
    2,380,166     $ 42.91       6.9       23,775  
                     
Options exercisable, September 30, 2006
    1,574,995     $ 38.80       5.8       21,867  
                     
Weighted average fair value of options granted during the period
          $ 12.87                  
    The amount of cash received from the exercise of options during the three months ended September 30, 2006 and 2005 was $2.3 million and $5.1 million respectively. The related tax benefit for the three months ended September 30, 2006 and 2005 was $0.3 million and $0.7 million respectively. The total intrinsic value of options exercised during the three months ended September 30, 2006 and 2005 was $1.0 million and $2.2 million, respectively. As of September 30, 2006, the total unrecognized compensation cost related to options outstanding was $7.6 million and is expected to be recognized over a weighted average period of 2.8 years.
    Changes in our restricted stock for the three months ended September 30, 2006 were as follows:
                 
            Weighted
            Average Fair
    Shares   Value
     
Unvested restricted stock, June 30, 2006
    442,155     $ 44.06  
Awarded
    95,308       53.88  
Vested
    (119,213 )     41.71  
Forfeited
    (39,347 )     46.64  
     
Unvested restricted stock, September 30, 2006
    378,903     $ 47.00  
     
    During the three months ended September 30, 2006 and 2005, compensation expense related to restricted stock awards was $2.1 million and $2.2 million respectively. As of September 30, 2006, the total unrecognized compensation cost related to unvested restricted stock was $11.9 million and is expected to be recognized over a weighted average period of 2.4 years.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8.   BENEFIT PLANS
 
    We sponsor several defined benefit pension plans that cover substantially all employees. Additionally, we provide varying levels of postretirement health care and life insurance benefits to most U.S. employees.
 
    The table below summarizes the components of the net periodic cost of our defined benefit pension plans:
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Service cost
  $ 2,417     $ 2,956  
Interest cost
    9,499       8,519  
Expected return on plan assets
    (11,224 )     (9,495 )
Amortization of transition obligation
    37       37  
Amortization of prior service cost
    166       179  
Amortization of actuarial loss
    1,295       3,420  
     
Total net periodic pension cost
  $ 2,190     $ 5,616  
     
    The decrease in net periodic pension cost is primarily the result of an increase in the discount rates applied to our plans and an increase in expected return on plan assets resulting from funding $73.0 million in the prior year related to our U.S. and U.K. defined benefit pension plans.
 
    During the three months ended September 30, 2006 and 2005, the Company contributed $1.3 million and $2.0 million, respectively, to its various defined benefit pension plans. During the three months ended September 30, 2006 and 2005, the Company also expensed contributions of $2.3 million and $2.7 million, respectively, to its defined contribution plan.
 
    The table below summarizes the components of the net periodic cost (benefit) of our other postretirement and postemployment benefit plans:
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Service cost
  $ 133     $ 208  
Interest cost
    420       436  
Amortization of prior service cost
    12       (858 )
Amortization of actuarial gain
    (367 )     (212 )
     
Total net periodic cost (benefit)
  $ 198     $ (426 )
     
9.   INVENTORIES
 
    Inventories are stated at the lower of cost or market. We use the last-in, first-out (LIFO) method for determining the cost of a significant portion of our U.S. inventories. The cost for the remainder of our inventories is determined under the first-in, first-out or average cost methods. We used the LIFO method of valuing inventories for approximately 51.0 percent and 53.0 percent of total inventories at September 30, 2006 and June 30, 2006, respectively. Because inventory valuations under the LIFO method are based on an annual determination of quantities and costs as of June 30 of each year, the interim LIFO valuations are based on our projections of expected year-end inventory levels and costs. Therefore, the interim financial results are subject to any final year-end LIFO inventory adjustments.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    Inventories as of the balance sheet dates consisted of the following (in thousands):
                 
    September 30,     June 30,  
    2006     2006  
Finished goods
  $ 196,226     $ 184,349  
Work in process and powder blends
    154,150       167,475  
Raw materials and supplies
    68,437       53,454  
 
           
Inventory at current cost
    418,813       405,278  
Less: LIFO valuation
    (63,937 )     (70,329 )
 
           
Total inventories
  $ 354,876     $ 334,949  
 
           
10.   ENVIRONMENTAL MATTERS
 
    The operation of our business has exposed us to certain liabilities and compliance costs related to environmental matters. We are involved in various environmental cleanup and remediation activities at certain of our locations.
 
    Superfund Sites We are involved as a potentially responsible party (PRP) at various sites designated by the United States Environmental Protection Agency (USEPA) as Superfund sites, including the Li Tungsten Superfund site in Glen Cove, New York. With respect to the Li Tungsten site, we recorded an environmental reserve following the identification of other PRPs, an assessment of potential remediation solutions and an entry of a unilateral order by the USEPA directing certain remedial action. In May 2006, we reached an agreement in principle with the U.S. Department of Justice (DOJ) with respect to this site; the DOJ informed us that it would accept a payment of $0.9 million in full settlement for its claim against us for costs related to the Li Tungsten site. To date, the draft Consent Order and Agreement for settlement of our Li Tungsten liability has not been finalized, but we expect that the final settlement will proceed according to the terms outlined in the agreement in principle. At September 30, 2006 we had an accrual of $1.0 million recorded relative to this environmental issue. Cash payments made against this reserve during the quarter were immaterial.
 
    During 2006, the USEPA notified us that we have been named as a PRP at the Alternate Energy Resources Inc. site located in Augusta, Georgia. The proceedings in this matter have not yet progressed to a stage where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities, or the amount of our liability, if any, alone or in relation to that of any other PRPs.
 
    Other Environmental Issues Additionally, we also maintain reserves for other potential environmental issues. At September 30, 2006 the total of these accruals was $5.3 million, and represents anticipated costs associated with the remediation of these issues. Cash payments made against these reserves were immaterial for the quarter.
 
11.   INCOME TAXES
 
    The effective income tax rate for the three months ended September 30, 2006 and 2005 was 31.7 percent and 34.7 percent, respectively. The reduction relative to our statutory rate of 35.0 percent is primarily due to benefits sustained from the prior year implementation of our pan-European business model strategy.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12.   EARNINGS PER SHARE
 
    Basic earnings per share is computed using the weighted average number of shares outstanding during the period, while diluted earnings per share is calculated to reflect the potential dilution that occurs related to the issuance of capital stock under stock option grants and restricted stock awards.
 
    For purposes of determining the number of diluted shares outstanding, weighted average shares outstanding for basic earnings per share calculations were increased due solely to the dilutive effect of unexercised stock options and restricted stock awards by 0.8 million and 1.0 million for the three months ended September 30, 2006 and 2005. Unexercised stock options to purchase our capital stock of 0.7 million and 1.0 million shares for the three months ended September 30, 2006 and 2005, are not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price, and therefore their inclusion would have been anti-dilutive.
13.   COMPREHENSIVE INCOME
 
    Comprehensive income is as follows:
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Net income
  $ 30,361     $ 28,097  
Unrealized loss on securities available-for-sale, net of tax
          (10 )
Unrealized gain on derivatives designated and qualified as cash flow hedges, net of tax
    487       70  
Reclassification of unrealized gain on matured derivatives, net of tax
    (187 )     (237 )
Minimum pension liability adjustment, net of tax
    40       74  
Foreign currency translation adjustments
    (140 )     1,103  
     
Comprehensive income
  $ 30,561     $ 29,097  
     
14.   GOODWILL AND OTHER INTANGIBLE ASSETS
 
    The carrying amount of goodwill attributable to each segment is as follows:
                                 
                    Translation    
(in thousands)   June 30, 2006   Acquisitions   Adjustments   September 30, 2006
 
MSSG
  $ 201,258     $     $ 158     $ 201,416  
AMSG
    298,744       29,159       (218 )     327,685  
     
Total
  $ 500,002     $ 29,159     $ (60 )   $ 529,101  
     
    During the three months ended September 30, 2006, we completed two business acquisitions in our AMSG segment for a combined purchase price of $73.9 million (2007 Business Acquisitions), which generated goodwill of $29.2 million based on our preliminary purchase price allocations.

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    The components of our other intangible assets and their useful lives are as follows:
                                     
        September 30, 2006   June 30, 2006
        Gross       Gross     
    Estimated   Carrying   Accumulated   Carrying   Accumulated
(in thousands)   Useful Life   Amount   Amortization   Amount   Amortization
 
Contract-based
  4 – 15 years   $ 5,816     $ (4,168 )   $ 5,183     $ (4,096 )
Technology-based and other
  4 – 15 years     18,773       (7,441 )     12,723       (7,048 )
Customer-related
  5 – 20 years     65,022       (5,865 )     42,312       (4,704 )
Unpatented technology
  30 years     19,277       (1,281 )     19,283       (1,043 )
Trademarks
  Indefinite     54,114             54,322        
Intangible pension assets
  N/A     1,486             1,489        
         
Total
      $ 164,488     $ (18,755 )   $ 135,312     $ (16,891 )
         
    As a result of the 2007 Business Acquisitions, we recorded $29.2 million of identifiable intangible assets based on our preliminary purchase price allocations as follows: contract-based of $0.6 million, technology-based and other of $5.9 million and customer-related of $22.7 million.
 
15.   SEGMENT DATA
 
    We currently operate two reportable segments consisting of MSSG and AMSG, and Corporate. During 2006, we divested our J&L segment. We do not allocate corporate costs, performance-based bonuses, domestic pension expense, interest expense, other expense, income taxes, stock-based compensation expense or minority interest to the operating segment results presented below.
 
    Our external sales, intersegment sales and operating income by segment are as follows:
                 
    Three Months Ended  
    September 30,  
(in thousands)   2006     2005  
External sales:
               
MSSG
  $ 357,084     $ 331,580  
AMSG
    185,727       149,184  
J&L
          65,002  
 
           
Total external sales
  $ 542,811     $ 545,766  
 
           
 
               
Intersegment sales:
               
MSSG
  $ 33,443     $ 47,737  
AMSG
    9,753       9,224  
J&L
          186  
 
           
Total intersegment sales
  $ 43,196     $ 57,147  
 
           
 
               
Total sales:
               
MSSG
  $ 390,527     $ 379,317  
AMSG
    195,480       158,408  
J&L
          65,188  
 
           
Total sales
  $ 586,007     $ 602,913  
 
           
 
               
Operating income:
               
MSSG
  $ 45,666     $ 45,941  
AMSG
    27,386       23,852  
J&L
          6,844  
Corporate
    (24,691 )     (25,561 )
 
           
Total operating income
  $ 48,361     $ 51,076  
 
           

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KENNAMETAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16.   SUBSEQUENT EVENTS
 
    On October 24, 2006, the Board of Directors authorized a repurchase program of up to 3.3 million shares of our outstanding capital stock. The purchases would be made from time to time, on the open market or in private transactions, with consideration given to the market price of the stock, the nature of other investment opportunities, cash flows from operating activities and general economic conditions.
 
    At the Annual Meeting of Shareowners on October 24, 2006, our shareowners voted to increase the authorized shares of capital stock from 70,000,000 shares to 120,000,000 shares. Shares of capital stock may be used for general purposes, including stock splits and stock dividends, acquisitions, possible financing activities and other employee, executive and director benefit plans. We have no present plans, arrangements, commitments or understanding with respect to the issuance of these additional shares of capital stock.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS
SALES
Sales for the three months ended September 30, 2006 were $542.8 million, a decrease of $3.0 million, or 1.0 percent, from $545.8 million in the prior year quarter. The decrease in sales is primarily attributed to the net effect of acquisitions and divestitures of 8.0 percent partially offset by 6.0 percent organic growth. Outside sales for J&L for the three months ended September 30, 2005 were $65.0 million. The increase in organic sales for the quarter is primarily attributed to favorable market conditions, particularly in the energy and mining markets, and market penetration in developing economies.
GROSS PROFIT
Gross profit for the three months ended September 30, 2006 decreased $10.3 million, or 5.2 percent, to $187.0 million from $197.3 million in the prior year quarter. This decrease is primarily due to the net impact of acquisitions and divestitures of $17.5 million and higher raw material costs, partially offset by organic sales growth, which favorably impacted gross profit by $8.9 million, and favorable product mix.
Gross profit margin for the three months ended September 30, 2006 decreased 170 basis points from 36.2 percent in the prior year quarter to 34.5 percent. The decrease is primarily attributed to higher raw material costs partially offset by favorable product mix and the net impact of acquisitions and divestitures.
OPERATING EXPENSE
Operating expense for the three months ended September 30, 2006 was $135.0 million, a decrease of $9.9 million, or 6.8 percent, compared to $144.9 million in the prior year quarter. The decrease in operating expense is primarily attributed to the net impact of acquisitions and divestitures of $10.9 million and a $2.8 million reduction in professional fee expense, driven by a reduction in fees related to compliance with section 404 of the Sarbanes-Oxley Act of 2002, partially offset by foreign currency exchange rate fluctuations of $2.2 million.
AMORTIZATION EXPENSE
Amortization expense was $1.9 million for the three months ended September 30, 2006, an increase of $0.5 million from $1.4 million in the prior year quarter. This increase is due to the impact of acquisitions.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
INTEREST EXPENSE
Interest expense for the three months ended September 30, 2006 decreased to $7.4 million from $7.8 million in the prior year quarter. This decrease is due primarily to a $191.2 million decrease in the average daily domestic borrowings offset by the impact of higher average borrowing rates. The weighted average domestic borrowing rate increased from 5.2% in the prior year quarter to 7.0% in the current quarter.
OTHER INCOME, NET
Other income for the three months ended September 30, 2006 was $3.0 million compared to $0.9 million in the prior year quarter. This increase is primarily due to increased interest income of $1.7 million and a reduction in accounts receivable securitization fees of $1.0 million.
INCOME TAXES
The effective income tax rate for the three months ended September 30, 2006 and 2005 was 31.7 percent and 34.7 percent, respectively. The reduction relative to our statutory rate of 35.0 percent is primarily due to benefits sustained from the prior year implementation of our pan-European business model strategy.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for the three months ended September 30, 2006 was $29.5 million, or $0.76 per diluted share, compared to $28.1 million, or $0.72 per diluted share, in the same quarter last year. The increase in income from continuing operations is a result of the factors previously discussed.
DISCONTINUED OPERATIONS
During 2006, our Board of Directors and management approved plans to divest our Kemmer Praezision Electronics business (Electronics) and our consumer retail product line, including industrial saw blades (CPG) as a part of our strategy to exit non-core businesses. These divestitures are accounted for as discontinued operations. As a result, prior years’ financial results have been restated to reflect the activity from these operations as discontinued operations for all periods presented.
The divestiture of Electronics, which was part of the AMSG segment, will occur in two separate transactions. The first transaction closed during 2006. The second transaction is expected to close during the second quarter of 2007.
The divestiture of CPG, which was part of the MSSG segment, closed August 31, 2006 for net consideration of $31.2 million. We have received $21.2 million in net proceeds related to the sale of this business of which $1.5 million and $0.2 million were received during 2006 and second quarter of 2007, respectively. We expect to receive the remaining $10.0 million prior to February 28, 2007. During the quarter, we recognized an additional pre-tax loss of $0.3 million, which has been recorded in discontinued operations. Future adjustments related to this divestiture are not expected to be material.
The following represents the results of discontinued operations:
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
 
Sales
  $ 12,610     $ 23,452  
 
               
Income (loss) from discontinued operations before income taxes
  $ 1,161     $ (222 )
Income tax expense (benefit)
    254       (241 )
     
Income from discontinued operations
  $ 907     $ 19  
     

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
DIVESTITURES
In 2006, we divested our J&L segment for $359.2 million, subject to post-closing adjustment. We have received $355.7 million in net proceeds related to the sale of this business of which $5.5 million was received during second quarter of 2007. In accordance with the terms of the sale agreement, the parties have agreed to submit certain claims raised by the purchaser related to the post-closing adjustment to binding arbitration for resolution. We believe that the purchaser’s claims are without merit. We expect to collect the remaining $3.5 million prior to December 31, 2006. During the quarter, we recognized a pre-tax loss of $1.7 million.
BUSINESS SEGMENT REVIEW
Our operations were previously organized into three reportable segments consisting of Metalworking Solutions & Services Group (MSSG), Advanced Materials Solutions Group (AMSG) and J&L Industrial Supply (J&L) and Corporate. We divested J&L in 2006. For the three months ended September 30, 2005, J&L outside sales, intersegment sales and operating income were $65.0 million, $0.2 million and $6.8 million, respectively. The presentation of segment information reflects the manner in which we organize segments for making operating decisions and assessing performance.
METALWORKING SOLUTIONS & SERVICES GROUP
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
     
External sales
  $ 357,084     $ 331,580  
Intersegment sales
    33,443       47,737  
Operating income
    45,666       45,941  
For the three months ended September 30, 2006, MSSG external sales increased 7.7 percent, or $25.5 million, from the prior year quarter. This increase was driven primarily by growth in metalworking and industrial product sales in North America of 8.9 percent and 8.1 percent, respectively, an increase in European sales of 5.8 percent and growth in Asia Pacific sales of 14.6 percent. MSSG experienced growth in the aerospace, distribution and energy markets. Favorable foreign currency effects were $7.4 million for the quarter.
For the three months ended September 30, 2006, operating income decreased $0.2 million from the prior year quarter. The decrease in operating income is primarily due to higher raw material costs offset by continued cost containment and price realization in Europe and Asia Pacific.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
ADVANCED MATERIALS SOLUTIONS GROUP
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
External sales
  $ 185,727     $ 149,184  
Intersegment sales
    9,753       9,224  
Operating income
    27,386       23,852  
For the three months ended September 30, 2006, AMSG external sales increased 24.5 percent, or $36.5 million, from the prior year quarter. The increase in sales is attributed to organic sales growth due to favorable market conditions and the effects of acquisitions. The increase in sales was achieved primarily in energy, engineered and mining and construction products, which were up 32.1 percent, 17.0 percent and 8.6 percent, respectively.
For the three months ended September 30, 2006, operating income increased $3.5 million, or 14.8 percent, over the prior year quarter. The increase is attributed to sales growth discussed above and the effects of acquisitions partially offset by higher raw material costs.
CORPORATE
                 
    Three Months Ended
    September 30,
(in thousands)   2006   2005
Operating income
  $ (24,691 )   $ (25,561 )
Corporate represents corporate shared service costs, certain employee benefit costs, stock-based compensation expense and eliminations of operating results between segments. For the three months ended September 30, 2006, operating loss decreased $0.9 million, or 3.4 percent, compared to the prior year. The decrease is primarily attributed to reductions in employment costs of $1.4 million and fees related to compliance with section 404 of the Sarbanes-Oxley Act of 2002 of $1.5 million, partially offset by an unfavorable post-closing adjustment of $1.7 million related to the J&L divestiture.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from discontinued operations are not deemed material and have been combined with cash flows from continuing operations within each cash flow statement category. The absence of cash flows from discontinued operations is not expected to have a material impact on our future liquidity and capital resources.
Our cash flow from operations is our primary source of financing for capital expenditures and internal growth. During the three months ended September 30, 2006, cash flow used for operating activities was $18.8 million, compared to cash flow provided by operating activities of $20.5 million for the prior year period. Cash flow used for operating activities for the period ended September 30, 2006 consists of net income and non-cash items totaling $57.9 million offset by changes in certain assets and liabilities netting to $76.7 million. Contributing to this change was a decrease in accrued income taxes of $72.3 million as a result of tax payments related to the gain on divestiture of J&L and cash repatriated during 2006 under the American Jobs Creation Act (AJCA). During the three months ended September 30, 2006, cash paid for income taxes totaled $86.2 million. Cash flow provided by operating activities for the three months ended September 30, 2005 consisted of net income and non-cash items totaling $54.5 million offset by changes in certain assets and liabilities netting to $34.0 million. Contributing to this change was an increase in inventory of $33.8 million resulting from higher raw material costs and the increase in production to meet sales demand, offset by a net decrease in accounts receivable of $6.4 million due to focused collection efforts.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
Net cash flow used for investing activities was $75.8 million for the three months ended September 30, 2006, an increase of $62.7 million, compared to $13.1 million in the prior year period. During the three months ended September 30, 2006, cash used for investing activities includes $22.7 million used for purchases of property, plant and equipment, which consisted primarily of equipment upgrades and $73.9 million used for the acquisition of business assets, partially offset by proceeds from divestitures of $20.2 million. During the prior year period, cash used for investing activities included $14.9 million of purchases of property, plant and equipment, which consisted primarily of equipment upgrades.
During the three months ended September 30, 2006 net cash flow used for financing activities was $21.3 million, an increase of $9.0 million, compared to $12.3 million in the prior year period. During the current year period, cash used for financing activities includes a $10.6 million net decrease in borrowings, $9.4 million for the repurchase of capital stock and $7.3 million of cash dividends paid to shareowners offset by $6.2 million of dividend reinvestment and the effects of employee benefit and stock plans. During the prior year period, cash provided by financing activities included a $15.9 million net decrease in borrowings, $4.6 million for the repurchase of capital stock, $9.5 million of dividend reinvestment and the effects of employee benefit and stock plans and cash dividends paid to shareowners of $7.3 million.
We believe that cash flow from operations and the availability under our credit lines will be sufficient to meet our cash requirements over the next 12 months.
There have been no material changes in our contractual obligations and commitments since June 30, 2006.
OFF-BALANCE SHEET ARRANGEMENTS
The Company is party to a three-year securitization program, which permits us to securitize up to $10.0 million of accounts receivable. As of September 30, 2006, the Company had no securitized accounts receivable.
FINANCIAL CONDITION
Total assets were $2,359.9 million at September 30, 2006, compared to $2,435.3 million at June 30, 2006. Working capital decreased $33.1 million to $591.6 million at September 30, 2006 from $624.7 million at June 30, 2006. The decrease in working capital is primarily driven by cash used for acquisitions of $73.9 million partially offset by cash proceeds from divestitures of $20.2 million.
Total liabilities decreased $100.2 million to $1,025.1 million at September 30, 2006 from $1,125.3 million at June 30, 2006, primarily due to decreases in accrued income taxes of $75.4 million. Shareowners’ equity increased $24.2 million to $1,319.6 million as of September 30, 2006 from $1,295.4 million as of June 30, 2006. The increase is primarily a result of net income of $30.4 million and the effect of employee benefit and stock plans of $8.4 million partially offset by cash dividends paid to shareowners of $7.3 million and $9.4 million for the purchase of treasury stock.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
ENVIRONMENTAL MATTERS
The operation of our business has exposed us to certain liabilities and compliance costs related to environmental matters. We are involved in various environmental cleanup and remediation activities at certain of our locations.
Superfund Sites We are involved as a potentially responsible party (PRP) at various sites designated by the United States Environmental Protection Agency (USEPA) as Superfund sites, including the Li Tungsten Superfund site in Glen Cove, New York. With respect to the Li Tungsten site, we recorded an environmental reserve following the identification of other PRPs, an assessment of potential remediation solutions and an entry of a unilateral order by the USEPA directing certain remedial action. In May 2006, we reached an agreement in principle with the U.S. Department of Justice (DOJ) with respect to this site; the DOJ informed us that it would accept a payment of $0.9 million in full settlement for its claim against us for costs related to the Li Tungsten site. To date, the draft Consent Order and Agreement for settlement of our Li Tungsten liability has not been finalized, but we expect that the final settlement will proceed according to the terms outlined in the agreement in principle. At September 30, 2006 we had an accrual of $1.0 million recorded relative to this environmental issue. Cash payments made against this reserve during the quarter were immaterial.
During 2006, the USEPA notified us that we have been named as a PRP at the Alternate Energy Resources Inc. site located in Augusta, Georgia. The proceedings in this matter have not yet progressed to a stage where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities, or the amount of our liability, if any, alone or in relation to that of any other PRPs.
DISCUSSION OF CRITICAL ACCOUNTING POLICIES
There have been no material changes to our critical accounting policies since June 30, 2006.
NEW ACCOUNTING STANDARDS
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. SFAS 158 is effective for Kennametal June 30, 2007. We are in the process of evaluating the provisions of SFAS 158 to determine the impact of adoption on our financial condition.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, (SAB 108), which expresses the staff’s views regarding the process of quantifying financial statement misstatements. The guidance in SAB 108 must be applied in our 2007 annual financial statements. We are in the process of evaluating the guidance in SAB 108 to determine the impact, if any, on our results of operations or financial condition.
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for Kennametal July 1, 2008. We are in the process of evaluating the provisions of SFAS 157.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a method of recognition, measurement, presentation and disclosure within the financial statements for uncertain tax positions that a company has taken or expects to take in a tax return. FIN 48 is effective for Kennametal July 1, 2007. We are in the process of evaluating the provisions of FIN 48 to determine the impact of adoption, if any, on our results of operations or financial condition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have experienced certain changes in our exposure to market risk from June 30, 2006. The fair value of our interest rate swap agreements was a liability of $8.5 million as of September 30, 2006 compared to a liability of $14.2 million as of June 30, 2006. The offset to this liability is a corresponding increase to long-term debt, as the instruments are accounted for as a fair value hedge of our long-term debt. The $5.7 million change in the recorded value of these agreements was non-cash and was the result of marking these instruments to market.
There have been no other material changes to our market risk exposure since June 30, 2006.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s management evaluated, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company’s disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance at September 30, 2006 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act was (i) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
SHARES OF CAPITAL STOCK ISSUED UNDER DIVIDEND REINVESTMENT PLAN
As a result of a dividend paid on its capital stock, the Company issued 12,808 shares of capital stock pursuant to its Dividend Reinvestment Plan (DRIP) in excess of the number of shares that were previously registered under the Securities Act of 1933, as amended (the Securities Act) for the DRIP on Form S-3 registration statements on file with the Securities and Exchange Commission (SEC) which were referenced in the DRIP prospectus. Those shares were issued on August 4, 2006 and the closing price of the Company’s capital stock on that date was $52.71.
The Company corrected the administrative oversight by using its existing omnibus shelf registration statement on Form S-3 and filing a prospectus supplement to cover an additional 500,000 shares under the DRIP. The prospectus supplement was filed on November 7, 2006. We believe that the use of the omnibus shelf registration statement and filing of the prospectus supplement complied with the Securities Act.
ISSUER PURCHASES OF EQUITY SECURITIES
                                 
                    Total Number of   Maximum Number of
                Shares Purchased as   Shares that May
    Total Number       Part of Publicly   Yet Be Purchased
    of Shares   Average Price   Announced Plans   Under the Plans or
Period   Purchased(1)   Paid per Share   or Programs (2)   Programs
July 1 through July 31, 2006
    43,276     $ 54.16       25,000     0.2 million
August 1 through August 31, 2006
    120,702     $ 52.27       98,000     0.1 million
September 1 through September 30, 2006
    56,483     $ 53.33       55,900     0.0 million
 
                               
Total:
    220,461     $ 52.91       178,900          
 
                               
 
(1)   Employees delivered 38,762 shares of restricted stock to Kennametal, upon vesting, to satisfy tax-withholding requirements. Employees delivered 2,799 shares of stock to Kennametal as payment for the exercise price of stock options.
 
(2)   Under a share repurchase program reaffirmed by Kennametal’s Board of Directors on July 25, 2005, Kennametal was authorized to repurchase up to 1.8 million shares of its capital stock. The Company concluded this repurchase program during the three months ended September 30, 2006.
 
    On October 24, 2006, Kennametal’s Board of Directors authorized a new share repurchase program, under which Kennametal is authorized to repurchase up to 3.3 million shares of its capital stock. This repurchase program does not have a specified expiration date.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareowners on October 24, 2006, our shareowners voted on the election of four directors, a proposed amendment to Article Fifth of the Corporation’s Amended and Restated Articles of Incorporation to increase the authorized capital (common) stock from 70,000,000 shares to 120,000,000 and the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2007. Of the 34,052,107 shares present in person or by proxy, the following is the number of shares voted in favor of, abstained or voted against each matter and the number of shares having authority to vote on each matter but withheld.
1.   With respect to the votes cast for the re-election of four directors whose terms expire in 2009:
                 
    For   Withheld
 
Ronald M. DeFeo
    33,057,390       994,717  
Philip A. Dur
    33,052,627       999,480  
William R. Newlin
    32,826,174       1,225,933  
Lawrence W. Stranghoener
    33,056,391       995,716  
    The following other directors’ terms of office continued after the meeting: Carlos M. Cardoso, A. Peter Held, Larry D. Yost, Timothy R. McLevish, Markos I. Tambakeras, and Steven H. Wunning.
 
2.   With respect to the votes cast for the approval of the proposed amendment to the Corporation’s Amended and Restated Articles of Incorporation:
                         
    For   Against   Abstained
 
Amendment to the Corporation’s Amended and Restated Articles of Incorporation
    29,629,707       4,307,733       114,666  
3.   With respect to the ratification of the selection of the firm of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2007:
                         
    For   Against   Abstained
 
PricewaterhouseCoopers LLP
    34,003,049       27,617       21,440  

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ITEM 6. EXHIBITS
         
(10)
  Material Contracts    
 
       
(10.1)*
  Description of Incentive Awards and Bonuses Payable to Named Executive Officers   The text of Item 1.01 of the July 28, 2006 Form 8-K relating to “Incentive Awards” and “One-Time Bonus” is incorporated herein by reference.
 
       
(10.2)*
  Kennametal Inc. 2006 Executive Retirement Plan (for Designated Others) (Effective July 31, 2006)   Filed herewith.
 
       
(10.3)*
  Kennametal Inc. Supplemental Executive Retirement Plan (as amended effective July 31, 2006)   Filed herewith.
 
       
(31)
  Rule 13a-14a/15d-14(a) Certifications    
 
       
(31.1)
  Certification executed by Carlos M. Cardoso, President and Chief Executive Officer of Kennametal Inc.   Filed herewith.
 
       
(31.2)
  Certification executed by Frank P. Simpkins, Interim Chief Financial Officer, Vice President Finance and Corporate Controller of Kennametal Inc.   Filed herewith.
 
       
(32)
  Section 1350 Certifications    
 
       
(32.1)
  Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Carlos M. Cardoso, President and Chief Executive Officer of Kennametal Inc., and Frank P. Simpkins, Interim Chief Financial Officer, Vice President Finance and Corporate Controller of Kennametal Inc.   Filed herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
           KENNAMETAL INC.
 
 
Date: November 9, 2006  By:   /s/ Frank P. Simpkins    
    Frank P. Simpkins
Interim Chief Financial Officer, Vice 
 
    President Finance and Corporate Controller   
 

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