8-K

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): October 31, 2017

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.)
600 Grant Street Suite 5100 Pittsburgh, Pennsylvania		15219-2706
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 248-8000

(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):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2017, Kennametal Inc. (Kennametal or the Company) issued an earnings announcement for its fiscal 2018first quarter ended September 30, 2017.

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 and margin; operating expense; operating expense as a percentage of sales; operating income (loss) and margin; effective tax rate; net income (loss) attributable to Kennametal Shareholders; earnings per diluted share (EPS) and loss per diluted share (LPS); Industrial operating income and margin; Widia operating income (loss) and margin; and Infrastructure operating income (loss) and margin. Adjustments for the three months ended September 30, 2017 and 2016 include restructuring and related charges. Management adjusts for these items in measuring and compensating internal performance and to more readily compare the Company’s financial performance period-to-period. The press release also contains free operating cash flow (FOCF), earnings before interest, taxes, depreciation and amortization (EBITDA) and margin and organic sales growth, which are non-GAAP financial 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 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 financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial 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.

FOCF

FOCF is a non-GAAP financial measure and is defined by the Company as cash provided by operations (which is the most directly comparable GAAP financial measure) less capital expenditures plus proceeds from disposals of fixed assets. Management considers FOCF to be an important indicator of Kennametal’s cash generating capability because it better represents cash generated from operations that can be used for dividends, debt repayment, strategic initiatives, and other investing and financing activities.

EBITDA

EBITDA are a non-GAAP financial measure and are defined as net income attributable to Kennametal (which is the most directly comparable GAAP measure), with interest expense, interest income, provision for income taxes, depreciation and amortization added back. Management believes that EBITDA are widely used as a measure of operating performance and are 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 EBITDA. Management uses this information in reviewing operating performance.

Organic Sales Growth

Organic sales growth is a non-GAAP financial measure of sales growth (which is the most directly comparable GAAP financial measure) excluding the impacts of acquisitions, divestitures, business days and foreign currency exchange from year-over-year comparisons. Management believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis.

Additionally, during our quarterly earnings 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 financial 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.

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 financial 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 segment level and is used as such for internal performance measurement.

PRIMARY WORKING CAPITAL (UNAUDITED)
AS OF SEPTEMBER 30, 2017
(in thousands, except percents)	9/30/17			6/30/17			3/31/17			12/31/16			9/30/16			Average
Current assets	$	1,075,915		$	1,113,901		$	1,043,046		$	971,745		$	991,837
Current liabilities	396,967			461,478			426,799			390,151			402,574
Working capital, GAAP	$	678,948		$	652,423		$	616,247		$	581,594		$	589,263
Excluding items:
Cash and cash equivalents	(110,697		)	(190,629		)	(100,817		)	(102,001		)	(119,411		)
Other current assets	(64,874		)	(55,166		)	(75,061		)	(80,375		)	(64,660		)
Total excluded current assets	(175,571		)	(245,795		)	(175,878		)	(182,376		)	(184,071		)
Adjusted current assets	900,344			868,106			867,168			789,369			807,766
Current maturities of long-term debt and capital leases, including notes payable	(1,252		)	(925		)	(1,591		)	(2,263		)	(1,381		)
Other current liabilities	(209,373		)	(244,831		)	(234,367		)	(219,008		)	(225,189		)
Total excluded current liabilities	(210,625		)	(245,756		)	(235,958		)	(221,271		)	(226,570		)
Adjusted current liabilities	186,342			215,722			190,841			168,880			176,004
Primary working capital	$	714,002		$	652,384		$	676,327		$	620,489		$	631,762		$	658,993
				Three Months Ended
				9/30/17			6/30/17			3/31/17			12/31/16			Total
Sales				$	542,454		$	565,025		$	528,630		$	487,573		$	2,123,682
Primary working capital as a percentage of sales																31.0		%

PRIMARY WORKING CAPITAL (UNAUDITED)
AS OF JUNE 30, 2017
(in thousands, except percents)	6/30/17			3/31/17			12/31/16			9/30/16			6/30/16			Average
Current assets	$	1,113,901		$	1,043,046		$	971,745		$	991,837		$	1,075,341
Current liabilities	461,478			426,799			390,151			402,574			427,275
Working capital, GAAP	$	652,423		$	616,247		$	581,594		$	589,263		$	648,066
Excluding items:
Cash and cash equivalents	(190,629		)	(100,817		)	(102,001		)	(119,411		)	(161,579		)
Other current assets	(55,166		)	(75,061		)	(80,375		)	(64,660		)	(84,016		)
Total excluded current assets	(245,795		)	(175,878		)	(182,376		)	(184,071		)	(245,595		)
Adjusted current assets	868,106			867,168			789,369			807,766			829,746
Current maturities of long-term debt and capital leases, including notes payable	(925		)	$	(1,591	)	(2,263		)	(1,381		)	(1,895		)
Other current liabilities	(244,831		)	(234,367		)	(219,008		)	(225,189		)	(243,341		)
Total excluded current liabilities	(245,756		)	(235,958		)	(221,271		)	(226,570		)	(245,236		)
Adjusted current liabilities	215,722			190,841			168,880			176,004			182,039
Primary working capital	$	652,384		$	676,327		$	620,489		$	631,762		$	647,707		$	645,734
				Three Months Ended
				6/30/17			3/31/17			12/31/16			9/30/16			Total
Sales				$	565,025		$	528,630		$	487,573		$	477,140		$	2,058,368
Primary working capital as a percentage of sales																31.4		%

Debt to Capital

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

Net Debt

Net debt is a non-GAAP financial measure and is defined by Kennametal as total debt less cash and cash equivalents. The most directly comparable GAAP financial measure is total debt. Management believes that net debt aids in the evaluation of the Company’s financial condition.

DEBT TO CAPITAL AND NET DEBT (UNAUDITED)	September 30,			June 30,
(in thousands, except percents)	2017			2017
Total debt	$	696,609		$	695,916
Total equity	1,098,078			1,052,653
Debt to equity, GAAP	63.4		%	66.1		%
Total debt	696,609			695,916
Total equity	1,098,078			1,052,653
Total capital	1,794,687			1,748,569
Debt to capital	38.8		%	39.8		%
Total debt	696,609			695,916
Cash and cash equivalents	110,697			190,629
Net debt	$	585,912		$	505,287

Debt to EBITDA

Debt to EBITDA is a non-GAAP financial measure and is defined by Kennametal as total debt divided by the sum of the four trailing quarters of EBITDA. The most directly comparable GAAP financial measure is debt to net income attributable to Kennametal. Management believes that debt to EBITDA provides additional insight into the underlying capital structure, liquidity and performance of the Company. Additionally, Kennametal will adjust debt to EBITDA.

DEBT TO ADJUSTED EBITDA (UNAUDITED)
SEPTEMBER 30, 2017 (in thousands, except debt to adjusted EBITDA)
	Three Months Ended
EBITDA	9/30/17			6/30/17			3/31/17			12/31/16
Net income attributable to Kennametal	$	39,183		$	24,643		$	38,890		$	7,262
Add back:
Interest expense	7,149			7,367			7,331			7,151
Interest income	(257		)	(246		)	(306		)	(206		)
Provision for income taxes	9,602			7,494			9,301			8,221
Depreciation	22,777			22,709			22,375			22,827
Amortization	3,661			3,912			4,245			4,150
EBITDA	$	82,115		$	65,879		$	81,836		$	49,405
Adjustments:
Restructuring and related charges	6,876			23,165			9,623			11,783
Adjusted EBITDA	$	88,991		$	89,044		$	91,459		$	61,188
Total debt										$	696,609
Trailing four quarters net income attributable to Kennametal										109,978
Debt to net income attributable to Kennametal										6.3
Total debt										$	696,609
Trailing four quarters adjusted EBITDA										330,682
Debt to adjusted EBITDA										2.1

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareowners of Kennametal Inc. (the Company) on October 31, 2017, the Company's Shareowners voted on the election of seven directors with terms to expire in 2018, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2018, an advisory vote on executive compensation and an advisory vote on the frequency of future advisory votes on executive compensation. The 73,472,746 shares present in person or represented by proxy were voted as described below.

I. The seven directors listed below were elected to serve as directors until the next annual meeting of Shareowners in 2018 and until their successors are duly elected and qualified by the following vote:

	For	Withheld	Abstain	Broker Non-Votes
Cindy L. Davis	69,014,682	700,765	—	3,757,299
William J. Harvey	69,059,107	656,340	—	3,757,299
William M. Lambert	69,116,083	599,364	—	3,757,299
Timothy R. McLevish	68,899,242	816,205	—	3,757,299
Sagar A. Patel	69,019,891	695,556	—	3,757,299
Christopher Rossi	68,997,832	717,615	—	3,757,299
Steven H. Wunning	68,937,106	778,341	—	3,757,299

Ronald M. De Feo and Lawrence W. Stranghoener, whose current terms do not expire until 2018, will continue to serve as directors until the next annual meeting of Shareowners.

II. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018: was approved by the following vote:

	For	Against	Abstained	Broker Non-Votes
PricewaterhouseCoopers LLP	72,834,941	275,272	362,533	—

III. The advisory vote on executive compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement, was approved on an advisory basis by the following vote:

	For	Against	Abstained	Broker Non -Votes
Executive compensation	67,060,403	2,407,532	247,512	3,757,299

IV. The Shareowners voted to approve on an advisory basis an advisory vote on executive compensation that occurs every year. The results of the vote were as follows:

	1 year	2 years	3 years	Abstained	Broker Non -Votes
Frequency of future advisory votes on executive compensation	59,406,406	55,917	9,823,867	429,257	3,757,299

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Fiscal 2018 First 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:	November 1, 2017	By:	/s/ Patrick S. Watson
			Patrick S. Watson
			Vice President Finance and Corporate Controller

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

DATE: November 1, 2017

Investor Relations

CONTACT: Kelly Boyer

PHONE: 412-248-8287

Corporate Relations - Media

CONTACT: Christina Sutter

PHONE: 724-539-5708

KENNAMETAL ANNOUNCES FISCAL 2018 FIRST QUARTER RESULTS

PITTSBURGH, (November 1, 2017) – Kennametal Inc. (NYSE: KMT) today reported results for its fiscal 2018 first quarter ended September 30, 2017, with earnings per diluted share (EPS) of $0.48, compared with a loss per diluted share (LPS) of $0.27 in the prior year quarter. Adjusted EPS were $0.55 in the current quarter compared with $0.11 in the prior year quarter.

Reported results include restructuring and related charges of $0.07 per share and $0.38 per share for the fiscal 2018 and fiscal 2017 first quarters, respectively.

“Kennametal’s performance in the first quarter of fiscal year 2018 surpassed our expectations in almost every measure,” said Chris Rossi, Kennametal President and CEO. “Year-over-year, we saw sales growth in the quarter in all business segments, regions and end markets. Adjusted operating margin improved significantly by 700 basis points to 11.7 percent, reflecting substantial improvement in both gross margin and operating expense as a percentage of sales.”

“In my first few months as President and CEO of Kennametal, I have been pleased to find a highly energized global team, diligently focused on delivering progress in all our initiatives - growth, simplification and modernization,” continued Mr. Rossi. “Our results this quarter reflect that progress, and I look forward to continuing to execute the solid plan that is in place and enhancing shareholder value, both near and long term.”

This earnings release contains non-GAAP financial measures. Reconciliations of all non-GAAP financial measures are set forth in the tables attached to this earnings release, and corresponding descriptions are contained in the Company’s report on Form 8-K, and which was filed with the Securities and Exchange Commission (SEC) on November 1, 2017.

Fiscal 2018 First Quarter Key Developments

• Sales were $542 million, compared with $477 million in the same quarter last year. Sales increased by 14 percent, driven by 13 percent organic growth and a 2 percent favorable currency exchange impact, partially offset by a 1 percent decrease due to fewer business days.

• Pre-tax restructuring and related charges were $7 million, or $0.07 per share, and pre-tax benefits from cost savings initiatives were approximately $40 million. In the prior year quarter, pre-tax restructuring and related charges were $32 million, or $0.38 per share, and pre-tax benefits from cost savings initiatives were approximately $18 million.

• Operating income was $56 million, compared to an operating loss of $9 million in the prior year quarter. Adjusted operating income was $63 million, compared to $22 million in the prior year quarter. The increase in adjusted operating income is due primarily to organic sales growth, incremental restructuring benefits, favorable mix and higher productivity and fixed cost absorption, partially offset by higher compensation expense, more overtime costs and higher raw material costs. Operating income margin was 10.4 percent in the current period compared to operating loss margin of 1.9 percent in the prior year quarter. Adjusted operating income margin was 11.7 percent in the current period compared to 4.7 percent in the prior year quarter.

• The reported effective tax rate (ETR) was 19.5 percent and the adjusted ETR was 18.0 percent. For the prior year quarter, the reported ETR was 29.9 percent (provision on a loss) and the adjusted ETR was 38.7 percent (provision on income). The change in both the reported and adjusted rates is primarily driven by U.S. losses in the prior year and U.S. income in the current year - neither of which can be tax affected due to a full valuation allowance on our domestic deferred tax assets.

• EPS were $0.48, compared with LPS of $0.27 in the prior year quarter. Adjusted EPS were $0.55 in the current quarter and $0.11 in the prior year quarter.

• Year-to-date free operating cash flow was negative $62 million compared to negative $18 million in the same period last year. The decrease in free operating cash flow was primarily attributable to a decrease in accounts payable and an increase in inventories and accounts receivable, partially offset by higher cash from operations before changes in certain other assets and liabilities, and lower restructuring payments.

• EBITDA were $82 million, compared with $17 million in the prior year quarter. Adjusted EBITDA were $89 million in the current quarter and $49 million in the prior year quarter.

Segment Developments for the Fiscal 2018 First Quarter

• Industrial segment sales of $297 million increased 11 percent from $269 million in the prior year quarter, reflecting organic growth of 9 percent and a 2 percent favorable currency exchange impact. Excluding the impact of currency exchange, sales increased approximately 22 percent in energy, 7 percent in general engineering, 7 percent in aerospace and defense and 7 percent in transportation. General engineering sales continue to experience growth from sales in the indirect channel across all regions and positive performance in the light and general engineering sector in EMEA. Transportation sales in the quarter grew in Asia Pacific and EMEA to tier suppliers and OEMs. Oil and gas drilling sales in the Americas continues to provide overall growth in energy, coupled with increases in power generation sales globally. Conditions continue to be favorable in the aerospace sector, with global sales related to engine growth being supplemented by increasing demand related to frames in the Americas. On a segment regional basis excluding the impact of currency exchange, sales increased 14 percent in Asia Pacific, 8 percent in the Americas and 7 percent in EMEA.

• Industrial segment operating income was $35 million compared to $6 million in the prior year quarter. Adjusted operating income was $39 million compared to $24 million in the prior year quarter, driven primarily by incremental restructuring benefits and organic sales growth, partially offset by unfavorable mix and higher compensation expense. Industrial operating margin was 11.7 percent compared to 2.1 percent in the prior year quarter. Industrial adjusted operating margin was 13.1 percent compared with 9.0 percent in the prior year quarter.

• Widia segment sales of $45 million increased 10 percent from $41 million in the prior year quarter, driven by organic growth of 9 percent and a 1 percent favorable currency exchange impact. Contributing to Widia organic growth were the reorganization of distribution in Europe, growth in India related to higher local and global demand trends, in addition to increasing demand in the U.S. energy markets and higher growth rates in emerging markets. On a segment regional basis excluding the impact of currency exchange, sales increased 19 percent in EMEA, 8 percent in Asia Pacific and 5 percent in the Americas.

• Widia segment operating income was less than $1 million compared to an operating loss of $6 million in the prior year quarter. Adjusted operating income was $1 million compared to an adjusted operating loss of $3 million in the prior year quarter, primarily driven by organic sales growth, incremental restructuring benefits and favorable mix. Widia operating income margin was 0.1 percent compared to operating loss margin of 14.0 percent in the prior year quarter. Widia adjusted operating income margin was 1.9 percent compared with adjusted operating loss margin of 6.7 percent in the prior year quarter.

• Infrastructure segment sales of $200 million increased 20 percent from $167 million in the prior year quarter, driven by organic growth of 19 percent and a 2 percent favorable currency exchange impact, partially offset by a 1 percent decrease due to fewer business days. Excluding the impact of currency exchange, sales increased by approximately 25 percent in energy, 13 percent in earthworks and 8 percent in general engineering. Oil and gas in the U.S. is now stabilizing, manifesting in high year-over-year growth in energy with average U.S. land rig counts up over 100 percent compared to the prior year quarter. Underground mining continues to show signs of improvement in the earthworks market. Construction sales improved in part due to the timing of orders related to road rehabilitation season. On a segment regional basis excluding the impact of currency exchange, sales increased 21 percent in Asia Pacific, 20 percent in the Americas and 8 percent in EMEA.

• Infrastructure segment operating income was $22 million compared to an operating loss of $8 million in the prior year quarter. Adjusted operating income was $24 million compared to $2 million in the prior year quarter. The change in adjusted operating results was primarily due to organic sales growth, incremental restructuring benefits, favorable mix and higher fixed cost absorption and productivity, partially offset by higher raw material costs. Infrastructure operating income margin was 11.0 percent compared to operating loss margin of 4.5 percent in the prior year quarter. Infrastructure adjusted operating income margin was 12.1 percent compared with 1.4 percent in the prior year quarter.

Restructuring Programs

During the quarter, the company substantially completed its existing restructuring programs. Approximate ongoing annualized savings for these programs are $165 million and inception to date charges were $155 million.

Outlook

The company now expects consolidated adjusted EPS for the full fiscal year to be in the range of $2.30 and $2.60 per share on organic sales growth of 5 to 7 percent, an increase from its previous outlook of $2.00 to $2.30 per share on organic sales growth of 2 to 4 percent. The company's expectations of full year slightly positive free operating cash flow remains unchanged.

Mr. Rossi commented, “We are increasing our EPS outlook for the year due to an expectation of increased sales. I’m encouraged by the progress we are making in executing our growth, simplification and modernization plans. We look forward to continuing success as we work to increase manufacturing efficiency and lower costs.”

Dividend Declared

Kennametal also announced that its board of directors declared a quarterly cash dividend of $0.20 per share. The dividend is payable on November 29, 2017 to shareholders of record as of the close of business on November 14, 2017.

The company will discuss its fiscal 2018 first quarter results in a live webcast at 8:00 a.m. Eastern Time, Thursday, November 2, 2017. This event will be broadcast live on the Company’s website, www.kennametal.com. To access the webcast, select "About Us", “Investor Relations” and then “Events.” A recorded replay of this event will also be available on the Company’s website through December 2, 2017.

Certain statements in this release may be forward-looking in nature, or “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. For example, statements about Kennametal’s outlook for earnings, sales volumes, cash flow and capital expenditures for fiscal year 2018 and our expectations regarding future growth and financial performance are forward-looking statements. Any forward looking statements are based on current knowledge, expectations and estimates that involve inherent risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, our actual results could vary materially from our current expectations. There are a number of factors that could cause our actual results to differ from those indicated in the forward-looking statements. They include: economic recession; our ability to achieve all anticipated benefits of restructuring initiatives; our foreign operations and international markets, such as currency exchange rates, different regulatory environments, trade barriers, exchange controls, and social and political instability; changes in the regulatory environment in which we operate, including environmental, health and safety regulations; potential for future goodwill and other intangible asset impairment charges; our ability to protect and defend our intellectual property; continuity of information technology infrastructure; competition; our ability to retain our management and employees; demands on management resources; availability and cost of the raw materials we use to manufacture our products; product liability claims; integrating acquisitions and achieving the expected savings and synergies; global or regional catastrophic events; demand for and market acceptance of our products; business divestitures; energy costs; commodity prices; labor relations; and implementation of environmental remediation matters. Many of these risks 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 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.

About Kennametal

At the forefront of advanced materials innovation for more than 75 years, Kennametal Inc. is a global industrial technology leader delivering productivity to customers through materials science, tooling and wear-resistant solutions. Customers across aerospace, earthworks, energy, general engineering and transportation turn to Kennametal to help them manufacture with precision and efficiency. Every day approximately 11,000 employees are helping customers in more than 60 countries stay competitive. Kennametal generated nearly $2.1 billion in revenues in fiscal 2017. Learn more at www.kennametal.com.

FINANCIAL HIGHLIGHTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended September 30,
(in thousands, except per share amounts)	2017		2016
Sales	$	542,454	$	477,140
Cost of goods sold	357,461		333,610
Gross profit	184,993		143,530
Operating expense	119,330		119,865
Restructuring and asset impairment charges	5,525		28,605
Amortization of intangibles	3,661		4,271
Operating income (loss)	56,477		(9,211		)
Interest expense	7,149		6,993
Other expense, net	88		118
Income (loss) before income taxes	49,240		(16,322		)
Provision for income taxes	9,602		4,879
Net income (loss)	39,638		(21,201		)
Less: Net income attributable to noncontrolling interests	455		455
Net income (loss) attributable to Kennametal	$	39,183	$	(21,656	)
PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREHOLDERS
Basic earnings (loss) per share	$	0.48	$	(0.27	)
Diluted earnings (loss) per share	$	0.48	$	(0.27	)
Dividends per share	$	0.20	$	0.20
Basic weighted average shares outstanding	81,071		80,054
Diluted weighted average shares outstanding	82,123		80,054

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)	September 30, 2017		June 30, 2017
ASSETS
Cash and cash equivalents	$	110,697	$	190,629
Accounts receivable, net	385,624		380,425
Inventories	514,720		487,681
Other current assets	64,874		55,166
Total current assets	1,075,915		1,113,901
Property, plant and equipment, net	755,519		744,388
Goodwill and other intangible assets, net	492,418		491,894
Other assets	75,848		65,313
Total assets	$	2,399,700	$	2,415,496
LIABILITIES
Current maturities of long-term debt and capital leases, including notes payable	$	1,252	$	925
Accounts payable	186,342		215,722
Other current liabilities	209,373		244,831
Total current liabilities	396,967		461,478
Long-term debt and capital leases	695,357		694,991
Other liabilities	209,298		206,374
Total liabilities	1,301,622		1,362,843
KENNAMETAL SHAREHOLDERS’ EQUITY	1,061,980		1,017,294
NONCONTROLLING INTERESTS	36,098		35,359
Total liabilities and equity	$	2,399,700	$	2,415,496

SEGMENT DATA (UNAUDITED)	Three Months Ended September 30,
(in thousands)	2017			2016
Outside Sales:
Industrial	$	297,464		$	269,043
Widia	45,243			41,015
Infrastructure	199,747			167,082
Total outside sales	$	542,454		$	477,140
Sales By Geographic Region:
Americas	$	262,390		$	230,637
EMEA	166,553			148,581
Asia Pacific	113,511			97,922
Total sales by geographic region	$	542,454		$	477,140
Operating Income (Loss):
Industrial	$	34,812		$	5,556
Widia	62			(5,756		)
Infrastructure	22,069			(7,587		)
Corporate(1)	(466		)	(1,424		)
Total operating income (loss)	$	56,477		$	(9,211	)

⁽¹⁾Represents unallocated corporate expenses

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 and margin; operating expense; operating expense as a percentage of sales; operating income (loss) and margin; effective tax rate; net income (loss) attributable to Kennametal shareholders; diluted EPS (LPS); Industrial operating income and margin; Widia operating income (loss) and margin; Infrastructure operating income (loss) and margin; free operating cash flow, EBITDA and margin and organic sales growth (which are non-GAAP financial measures), to the most directly comparable GAAP financial measures. For those adjustments that are presented ‘net of tax’, the tax effect of the adjustment can be derived by calculating the difference between the pre-tax and the post-tax adjustments presented. The tax effect on adjustments is calculated by preparing an overall tax calculation including the adjustments and then a tax calculation excluding the adjustments. The difference between these calculations results is the tax impact of the adjustments.

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 financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial 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. Reconciliations of all non-GAAP financial measures are set forth in the tables below and descriptions of certain non-GAAP financial measures are contained in our report on Form 8-K filed with the SEC on November 1, 2017.

THREE MONTHS ENDED SEPTEMBER 30, 2017 (UNAUDITED)
(in thousands, except percents and per share data)	Sales		Gross profit			Operating expense			Operating income			Effective tax rate		Net income(2)		Diluted EPS
Reported results	$	542,454	$	184,993		$	119,330		$	56,477		19.5	%	$	39,183	$	0.48
Reported margins			34.1		%	22.0		%	10.4		%
Restructuring and related charges	—		1,232			(119		)	6,876			(1.5	)	6,378		0.07
Adjusted results	$	542,454	$	186,225		$	119,211		$	63,353		18.0	%	$	45,561	$	0.55
Adjusted margins			34.3		%	22.0		%	11.7		%

⁽²⁾ Attributable to Kennametal Shareholders.

	Industrial					Widia					Infrastructure
(in thousands, except percents)	Sales		Operating income			Sales		Operating income			Sales		Operating income
Reported results	$	297,464	$	34,812		$	45,243	$	62		$	199,747	$	22,069
Reported operating margin			11.7		%			0.1		%			11.0		%
Restructuring and related charges	—		4,023			—		797			—		2,056
Adjusted results	$	297,464	$	38,835		$	45,243	$	859		$	199,747	$	24,125
Adjusted operating margin			13.1		%			1.9		%			12.1		%

THREE MONTHS ENDED SEPTEMBER 30, 2016 (UNAUDITED)
(in thousands, except percents and per share data)	Sales		Gross profit			Operating expense			Operating (loss) income			Effective tax rate		Net (loss) income(2)			Diluted (LPS) EPS
Reported results	$	477,140	$	143,530		$	119,865		$	(9,211	)	(29.9	)%	$	(21,656	)	$	(0.27	)
Reported margins			30.1		%	25.1		%	(1.9		)%
Restructuring and related charges	—		1,995			(1,057		)	31,657			68.6		30,603			0.38
Adjusted results	$	477,140	$	145,525		$	118,808		$	22,446		38.7	%	$	8,947		$	0.11
Adjusted margins			30.5		%	24.9		%	4.7		%

THREE MONTHS ENDED SEPTEMBER 30, 2016 (UNAUDITED)
	Industrial					Widia					Infrastructure
(in thousands, except percents)	Sales		Operating income			Sales		Operating loss			Sales		Operating (loss) income
Reported results	$	269,043	$	5,556		$	41,015	$	(5,756	)	$	167,082	$	(7,587	)
Reported operating margin			2.1		%			(14.0		)%			(4.5		)%
Restructuring and related charges	—		18,708			—		3,026			—		9,910
Adjusted results	$	269,043	$	24,264		$	41,015	$	(2,730	)	$	167,082	$	2,323
Adjusted operating margin			9.0		%			(6.7		)%			1.4		%

FREE OPERATING CASH FLOW (UNAUDITED)	Three Months Ended September 30,
(in thousands)	2017			2016
Net cash flow from operating activities (3)	$	(19,874	)	$	23,551
Purchases of property, plant and equipment	(42,106		)	(42,264		)
Proceeds from disposals of property, plant and equipment	426			1,138
Free operating cash flow	$	(61,554	)	$	(17,575	)

⁽³⁾ Amounts for the three months ended September 30, 2016 have been restated to reflect adoption of FASB ASU 2016-09.

EBITDA (UNAUDITED)	Three Months Ended September 30,
(in thousands)	2017			2016
Net income (loss) attributable to Kennametal	$	39,183		$	(21,656	)
Add back:
Interest expense	7,149			6,993
Interest income	(257		)	(248		)
Provision for income taxes	9,602			4,879
Depreciation	22,777			23,167
Amortization of intangibles	3,661			4,271
EBITDA	$	82,115		$	17,406
Margin	15.1		%	3.6		%
Adjustments:
Restructuring and related charges	6,876			31,657
Adjusted EBITDA	$	88,991		$	49,063
Adjusted margin	16.4		%	10.3		%

ORGANIC SALES GROWTH (UNAUDITED)
Three Months Ended September 30, 2017	Sales Growth	Foreign Currency Exchange Impact	Business Days Impact	Organic Sales Growth
Industrial	11%	2%	—%	9%
Widia	10%	1%	—%	9%
Infrastructure	20%	2%	(1)%	19%
Total Kennametal	14%	2%	(1)%	13%