e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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[X] |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
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[ ] |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission File Number: 1-5318
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
KENNAMETAL THRIFT PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Kennametal Inc.
1600 Technology Way
P.O. Box 231
Latrobe, Pennsylvania 15650
KENNAMETAL THRIFT PLUS PLAN
INDEX TO FINANCIAL STATEMENTS
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2 |
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Financial Statements: |
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Supplemental Schedule: |
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17 |
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EX-23 |
Exhibit 23 Consent of Independent Registered Public Accounting Firm
Note: Other schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under ERISA have been omitted because they are not
applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
the Kennametal Thrift Plus Plan:
We have audited the accompanying statements of net assets available for benefits of the Kennametal
Thrift Plus Plan (the Plan) as of December 31, 2009 and 2008, and the related statement of changes
in net assets available for benefits for the year ended December 31, 2009. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in its net assets available for benefits for the year ended December 31, 2009, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2009 is presented for purposes of additional analysis and is not a required part of the
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Schneider Downs & Co., Inc.
Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
June 23, 2010
2
KENNAMETAL THRIFT PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS |
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Receivables: |
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Participant contributions |
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$ |
280,854 |
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$ |
412,457 |
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Employer contributions |
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96,818 |
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216,080 |
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Total receivables |
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377,672 |
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628,537 |
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Investments at fair value (Note 3): |
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Mutual funds |
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224,802,449 |
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186,737,945 |
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Master trust |
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99,082,473 |
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107,068,557 |
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Kennametal Inc. common stock |
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45,513,708 |
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41,183,863 |
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Participant loans |
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10,220,353 |
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12,560,990 |
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Total investments at fair value |
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379,618,983 |
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347,551,355 |
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Total assets |
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379,996,655 |
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348,179,892 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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(2,933,800 |
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2,965,462 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
377,062,855 |
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$ |
351,145,354 |
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The accompanying notes are an integral part of these financial statements.
3
KENNAMETAL THRIFT PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009
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2009 |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Net appreciation in fair value of investments |
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$ |
60,940,751 |
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Participant contributions |
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14,303,171 |
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Employer contributions - Kennametal common stock |
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4,507,287 |
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Employer contributions |
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1,674,724 |
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Dividends and interest |
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9,372,537 |
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Total additions |
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90,798,470 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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64,534,830 |
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Loan distributions |
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292,620 |
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Administrative fees |
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53,519 |
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Total deductions |
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64,880,969 |
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NET INCREASE |
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25,917,501 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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351,145,354 |
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End of year |
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$ |
377,062,855 |
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The accompanying notes are an integral part of these financial statements.
4
KENNAMETAL THRIFT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1 DESCRIPTION OF PLAN
The following general description of the Kennametal Thrift Plus Plan, as amended (the Plan), is
provided for general information purposes only. Participants should refer to the plan document for
complete information.
The Plan is a defined contribution plan, established to encourage investment and savings for
certain salaried, hourly and union employees of Kennametal Inc. and certain of its subsidiaries
(Kennametal or the Company) and to provide a method to supplement their retirement income. The Plan
provides these employees the opportunity to defer a portion of their annual compensation for
federal income tax purposes in accordance with Section 401(k) of the Internal Revenue Code, as
amended (IRC). The Plan also provides for Company contributions. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Kennametal
Inc. is the Plan sponsor.
ADMINISTRATION OF THE PLAN The management of the Company has the authority and responsibility
for the general administration of the Plan. Fidelity Management Trust Company functions as the
trustee, and Fidelity Investments Institutional Operations Company functions as the record keeper.
ELIGIBILITY All employees become eligible to participate in the Plan on the first day of the
first payroll period subsequent to their employment date. Under present federal income tax law,
employer contributions and all earnings of the Plan do not constitute taxable income to the
participants until withdrawn from the Plan by the participants.
VESTING Employee contributions are fully vested. All Employer contributions (Basic, Matching and
Discretionary) cliff vest after the third anniversary of the participants employment date. At
December 31, 2009, forfeited nonvested accounts totaled $528,156. These amounts will be used to
reduce future employer contributions.
PARTICIPANT ACCOUNTS A separate account is maintained for each participant in the Plan,
reflecting investments, contributions, investment gains and losses, distributions, loans,
withdrawals and transfers.
CONTRIBUTIONS The Plan allows participants to elect a contribution rate (either pre-tax,
after-tax, or a combination of both) of 1% to 50% of the employees eligible wages, which include
base salary, overtime, shift differential pay and incentive compensation. Highly compensated
employees are limited to contributing 9% pre-tax and 4% after-tax of their eligible wages. Newly
hired non-union employees are automatically enrolled at 3%. Employees who are age 50 or older and
who exceed the annual dollar limit under the law or the Plan are eligible to make catch-up
contributions.
Unless otherwise amended, the Plan provides for employer matching contributions of 50% of employee
contributions up to 6%. As such, the maximum employer matching contribution is 3%. Under the Plan,
the Company has the discretion to make its employer matching contributions in Kennametal common
stock.
5
The participants can elect to have their contributions (pre-tax, after-tax, catch-up and rollover
amounts) invested in the different investment funds available under the Plan. Currently, the Plan
offers 25 mutual funds, Kennametal Inc. common stock and a Master Trust. During January and
February 2009, employer matching contributions were invested in the same investment fund elections
that the employee elected for their pre-tax or after-tax contributions. As a result of an amendment
to the Plan, effective March 1, 2009, the union employees employer contribution was changed from
cash to Kennametal common stock and for non-union employees the employer contributions were
temporarily suspended to enable the Company to control its costs during a period of adverse
business conditions. Employer matching contributions were reinstated for non-union employees
effective March 1, 2010.
In connection with certain changes to the Kennametal Inc. Retirement Income Plan, a
Company-sponsored defined benefit pension plan, certain employees are no longer eligible to
participate in that plan. These employees are eligible to participate in the Plan and receive a
fixed basic contribution equal to 3% of the employees eligible compensation and an additional
discretionary contribution from 0% up to 3% depending on the Companys fiscal year performance.
Under the Plan, the Company has the right to make its basic and discretionary contributions in
Kennametal common stock. There were no discretionary contributions made in 2009. Effective March 1,
2009, the Company elected to make its employer contributions in Kennametal common stock until
further notice.
DISTRIBUTIONS Distributions to participants due to disability, retirement or death are payable
in either a lump sum or periodic payments for a period not to exceed ten (10) years at the
participants election. If a participants vested interest in his or her account exceeds $1,000, a
participant may elect to defer distribution to a future date as more fully described in the plan
document.
In addition, while still employed, participants may withdraw after-tax employee contributions,
rollover contributions and pre-tax employee contributions if over age 59.5, at any time. Vested
Company contributions and pre-tax employee contributions may be withdrawn by participants under age
59.5 only for specific hardship reasons.
PARTICIPANT LOANS A participant may borrow up to the lesser of $50,000 or 50% of his or her
vested account balance, with a minimum loan amount of $1,000. Principal and interest are paid
ratably through payroll deductions. The maximum term permissible for a general-purpose loan is 5
years and
30 years for a residential loan. The interest rate is determined by the plan administrator based on
existing market conditions and is fixed over the life of the loan. Interest rates on participant
loans ranged from 4.25% to 10.5% at December 31, 2009 and 5.0% to 10.5% at December 31, 2008.
Participant loans outstanding at December 31, 2009 have maturity dates ranging from 2010 to 2039.
INVESTMENTS Participants direct their contributions and Company cash contributions by electing
that such contributions be placed in a single investment fund or allocated to any combination of
investment funds available under the Plan. Earnings derived from the assets of any investment fund
are reinvested in the fund to which they relate. Participants may elect at any time to transfer all
or a portion of the value of their accounts among the investment funds.
For Company contributions made in Kennametal common stock, participants have the ability to
exchange the Kennametal common stock for a single investment fund or for any combination of
investment funds under the Plan.
6
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method
of accounting.
As described in Accounting Standards Codification (ASC) 946-210, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment
contracts held by a defined-contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net assets available
for benefits of a defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. As required by this standard, the statements of
net assets available for benefits present the fair value of the investment contract as well as the
adjustment of the fully benefit-responsive investment contract from fair value to contract value.
The statements of net assets available for benefits are prepared on a contract value basis.
RECENT ACCOUNTING PRONOUNCEMENTS
As of December 31, 2009, the Plan adopted ASC 105-10, The Financial Accounting Standards Board
(FASB) Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles. The FASB Accounting Standards Codification (Codification) is the single source of
authoritative nongovernmental accounting principles generally accepted in the United States of
America (U.S. GAAP). The Codification does not change current U.S. GAAP, but is intended to
simplify user access to all authoritative U.S. GAAP by providing all of the authoritative
literature related to a particular topic in one place. All existing accounting standard documents
will be superseded and all other accounting literature not included in the Codification will be
considered non-authoritative. The Codification affects the way entities reference U.S. GAAP in
financial statements and in their accounting policies.
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-06, Fair Value
Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements
(ASU 2010-06). ASU 2010-06 requires new disclosures for fair value measurements and provides
clarification for existing disclosures requirements. More specifically, this update will require
(a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1
and 2 fair value measurements and to describe the reasons for the transfers; and (b) information
about purchases, sales, issuances and settlements to be presented separately (i.e. present the
activity on a gross basis rather than net) in the reconciliation for fair value measurements using
significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure
requirements for the level of disaggregation used for classes of assets and liabilities measured at
fair value and requires disclosures about the valuation techniques and inputs used to measure fair
value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs.
The new disclosures and clarifications are effective for the Plan beginning January 1, 2010, except
for the disclosures about purchases, sales, issuances and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are effective beginning January 1,
2011.
7
As of December 31, 2009, the Plan adopted ASC 820-10, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly. ASC 820-10 provides guidance on factors to be considered while
estimating fair value in accordance with ASC 820-10, Fair Value Measurements and Disclosures,
when there has been a significant decrease in market activity for an asset or liability. This
guidance retains the existing exit price concept under ASC 820-10 and therefore does not change
the objective of fair value measurements, even when there has been a significant decrease in market
activity. ASC 820-10 also provides additional guidance on disclosure requirements for defining the
major categories of debt and equity securities and the valuation techniques used to measure fair
value. See Note 3 for additional disclosures.
As of December 31, 2009, the Plan adopted ASU 2010-09, Subsequent Events (Topic 855) - Amendments
to Certain Recognition and Disclosure Requirements. The FASB has amended its guidance on
subsequent events to remove the date through which an entity has evaluated subsequent events. ASU
2010-09 is effective upon issuance. See Note 10 for additional disclosures.
In April 2009 the FASB issued ASC 320-10, Recognition and Presentation of Other-Than-Temporary
Impairments. ASC 320-10 contains a new method for recognizing and reporting other-than-temporary
impairments of debt securities. It also contains additional disclosure requirements for investments
in debt and equity securities. ASC 320-10 did not have an impact on the Plans financial
statements.
In March 2008 the FASB issued ASC 815-10, Disclosures about Derivative Instruments and Hedging
Activities. ASC 815-10 expands the current disclosure requirements for derivative instruments and
hedging activities. ASC 815-10 did not have an impact on the Plans financial statements.
USE OF ESTIMATES The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
INVESTMENTS Investment transactions are recorded on a trade date basis. INVESCO Institutional,
Inc. reported that all the investment contracts held in the Master Trust under the Stable Value
Fund (see Note 5) are fully benefit-responsive. Fully benefit-responsive investment contracts are
reported at fair value under investments with a corresponding adjustment to contract value for
purposes of reporting net assets available for investments in accordance with the provisions of ASC
946-210. Shares of mutual funds are valued at the net asset value of shares held by the Plan at
year-end. Investments in Kennametal common stock are valued at their quoted market price at
year-end. Participant loans are valued at amortized cost, which approximates fair value.
PAYMENT OF BENEFITS Benefit payments are recorded when paid to participants /
beneficiaries.
INVESTMENT INCOME Interest and dividend income are recorded in the period earned.
8
NET APPRECIATION Net appreciation in fair value of investments is composed of unrealized gains
and losses, which represent the change in market value compared to the cost of investments in each
year, and realized gains or losses on security transactions, which represent the difference between
proceeds received and average cost. Net appreciation in fair value of investments for the year
ended
December 31, 2009 was as follows:
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2009 |
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Mutual Funds |
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$ |
53,517,307 |
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Kennametal Inc. Common Stock |
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7,423,444 |
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Total |
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$ |
60,940,751 |
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PLAN EXPENSES Investment management fees and all costs incurred in connection with the purchase
and sale of securities are equitably apportioned among the respective investment funds. These
expenses are included as a deduction from net assets in the statement of changes in net assets
available for benefits. Other administrative fees are paid by the Company.
NOTE 3 FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. The fair
value hierarchy distinguishes between (1) market participant assumptions developed based on market
data obtained from independent sources (observable inputs) and (2) an entitys own assumptions
about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which
gives the highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Fair value
measurements are assigned a level within the hierarchy based on the lowest significant input level.
The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the asset or
liability (e.g., interest rates); and inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
Level 3: Inputs that are unobservable.
The following sections describe the valuation methodologies used by the Plan to measure investments
at fair value, including an indication of the level in the fair value hierarchy in which each major
category of investments is generally classified. Where appropriate, the description includes
details of the valuation models and any significant assumptions.
Mutual Funds Investments in mutual funds are valued at quoted net asset values at year end.
9
Master Trust The plan has an undivided interest in the underlying assets of the Master Trust.
Assets of the Master Trust are held in a stable value fund by INVESCO. The Master Trust primarily
invests in wrapper contracts, or synthetic guaranteed investment contracts. See Note 5 for
additional disclosures on the Master Trust. The fair value of the underlying assets of the Master
Trust were determined using a present value model and the principal inputs are discount rate, fee
periods, fee invoice schedule, contract value, replacement cost and actual cost.
Common Stock Investments in common stock are valued at their quoted market price at year-end.
Participant Loans Participant loans are valued at amortized cost, which approximates fair value.
As of December 31, 2009, the fair values of the Plans investments measured on a recurring basis
are categorized as follows:
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
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Growth funds |
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$ |
89,210,966 |
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$ |
- |
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$ |
- |
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$ |
89,210,966 |
|
Balanced funds |
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|
76,033,101 |
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|
- |
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- |
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|
76,033,101 |
|
Value funds |
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33,130,553 |
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- |
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- |
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|
33,130,553 |
|
Fixed income funds |
|
|
14,414,584 |
|
|
|
- |
|
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- |
|
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|
14,414,584 |
|
Index funds |
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|
12,013,245 |
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|
- |
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- |
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12,013,245 |
|
Plans interest in
Kennametal Inc. Master Trust: |
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Synthetic guaranteed
investment contracts |
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- |
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|
96,780,062 |
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|
- |
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|
96,780,062 |
|
Money market fund |
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|
- |
|
|
|
2,302,411 |
|
|
|
- |
|
|
|
2,302,411 |
|
Kennametal Inc.
common stock |
|
|
45,513,708 |
|
|
|
- |
|
|
|
- |
|
|
|
45,513,708 |
|
Participant loans |
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|
- |
|
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|
- |
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|
10,220,353 |
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|
10,220,353 |
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Total investments |
|
$ |
270,316,157 |
|
|
$ |
99,082,473 |
|
|
$ |
10,220,353 |
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|
$ |
379,618,983 |
|
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The table below summarizes the activity in the participant loan accounts which are classified
within Level 3 of the valuation hierarchy:
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2009 |
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Balance at beginning of year |
|
$ |
12,560,990 |
|
Issuances and settlements (net) |
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|
(2,340,637 |
) |
|
Balance at end of year |
|
$ |
10,220,353 |
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10
As of December 31, 2008, the fair values of the Plans investments measured on a recurring
basis are categorized as follows:
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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|
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Mutual funds |
|
$ |
186,737,945 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
186,737,945 |
|
Plans interest in Kennametal
Inc. Master Trust: |
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Synthetic guaranteed
investment contracts |
|
|
- |
|
|
|
103,155,270 |
|
|
|
- |
|
|
|
103,155,270 |
|
Money market fund |
|
|
- |
|
|
|
3,913,287 |
|
|
|
- |
|
|
|
3,913,287 |
|
Kennametal Inc. common stock |
|
|
41,183,863 |
|
|
|
- |
|
|
|
- |
|
|
|
41,183,863 |
|
Participant loans |
|
|
- |
|
|
|
- |
|
|
|
12,560,990 |
|
|
|
12,560,990 |
|
|
Total investments |
|
$ |
227,921,808 |
|
|
$ |
107,068,557 |
|
|
$ |
12,560,990 |
|
|
$ |
347,551,355 |
|
|
NOTE 4 INVESTMENTS EXCEEDING FIVE PERCENT OF NET ASSETS
The fair values of individual investments that represent five percent or more of the Plans total
net assets as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Stable Value Fund |
|
$ |
99,082,473 |
|
|
$ |
107,068,557 |
|
Kennametal Inc. Common Stock |
|
|
45,513,708 |
|
|
|
41,183,863 |
|
MSIFT MidCap Growth Portfolio |
|
|
32,663,283 |
|
|
|
23,445,501 |
|
Fidelity Capital Appreciation Fund |
|
|
26,056,484 |
|
|
|
21,154,108 |
|
American Funds EuroPacific Growth Fund |
|
|
23,879,809 |
|
|
|
18,705,302 |
|
Fidelity Freedom 2015 Fund |
|
|
19,104,644 |
|
|
|
20,448,462 |
|
NOTE 5 MASTER TRUST
A portion of the Plans investments are held in a Master Trust that was established for the
investment of assets of the Plan and two other Company-sponsored defined contribution plans. Each
plan has an undivided interest in the underlying assets of the Master Trust. The assets of the
Master Trust are held in a stable value fund by INVESCO. Investment income relating to the Master
Trust is allocated to the individual plans based upon average monthly balances invested by each
plan. The underlying assets of the Master Trust include benefit-responsive investment contracts
(the contracts).
The Master Trusts key objectives are to provide preservation of principal, maintain a stable
interest rate, and provide daily liquidity at contract value for participant withdrawals and
transfers in accordance with the provisions of the Plan.
11
To accomplish the objectives described above, the Master Trust primarily invests in wrapper
contracts, or synthetic guaranteed investment contracts (GICs). In wrapper contracts, the
investments are owned and held by the Master Trust for Plan participants. The Trust purchases a
wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and
unrealized gains and losses on the underlying fixed-income investments, typically over the duration
of the investments, through adjustments to the future interest-crediting rate, the rate earned by
participants in the Master Trust for the underlying investments. The issuer of the wrapper contract
provides assurance that the adjustment to the
interest-crediting rate will not result in a future interest-crediting rate that is less than zero.
An
interest-crediting rate less than zero would result in a loss of principal or accrued interest.
The key factors that influence future interest-crediting rates for a wrapper contract include the
level of market interest rates, the amount and timing of participant activity within the wrapper
contract, the investment returns and the duration of the underlying investments. Most wrapper
contracts use a formula based on the characteristics of the underlying fixed-income portfolio to
determine a crediting rate. Over time, the crediting rate formula amortizes the Master Trusts
realized and unrealized market value gains and losses over the duration of the investments. The
wrapper contracts interest-crediting rates are typically reset on a monthly or quarterly basis.
The average yield earned by the Plan based on actual earnings was 3.10% and 7.14% for the years
ended
December 31, 2009 and 2008, respectively. The average yield earned by the Plan based on the
interest rate credited to participants was 4.07% and 4.21% for the years ended December 31, 2009
and 2008, respectively.
In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair
value rather than at contract value. These events include termination of the Plan, a material
adverse change to the provisions of the Plan, if the employer elects to withdraw from a contract in
order to switch to a different investment provider, or if the terms of a successor plan do not meet
the wrapper contract issuers underwriting criteria for issuance of a clone wrapper contract.
Management believes that the events described above could result in the payment of benefits at fair
value rather than contract value and are not probable of occurring in the foreseeable future.
12
Investments held by the Master Trust at December 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer |
|
Investments at |
|
|
Adjustments to |
|
|
Investments at |
|
Security |
|
Rating |
|
Fair Value |
|
|
Contract Value |
|
|
Contract Value |
|
|
Wrapped Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trusts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATIXIS IGT INVESCO
Short-term Bond Fund |
|
A+/Aa3 |
|
$ |
21,911,322 |
|
|
$ |
(528,132 |
) |
|
$ |
21,383,190 |
|
Pacific Life IGT INVESCO
Multi-Mgr A or Better
Interm. G/C
Fund |
|
AA-/A1 |
|
|
20,455,173 |
|
|
|
(871,925 |
) |
|
|
19,583,248 |
|
ING IGT INVESCO Multi-Mgr A or
Better Interm. G/C Fund |
|
A+/A2 |
|
|
20,413,406 |
|
|
|
(854,223 |
) |
|
|
19,559,183 |
|
Monumental IGT INVESCO
Multi-Mgr A or Better Core
Fund |
|
AA-/A1 |
|
|
17,799,101 |
|
|
|
(372,217 |
) |
|
|
17,426,884 |
|
JP Morgan Chase IGT INVESCO
Short-term Bond Fund |
|
AA-/Aa1 |
|
|
16,214,023 |
|
|
|
(404,935 |
) |
|
|
15,809,088 |
|
State Street IGT INVESCO
Short-term Bond Fund |
|
AA-/Aa2 |
|
|
15,628,716 |
|
|
|
(376,358 |
) |
|
|
15,252,358 |
|
JP Morgan Chase Wrapper
contracts |
|
AA-/Aa1 |
|
|
29,797 |
|
|
|
(744 |
) |
|
|
29,053 |
|
Pacific Life Wrapper contracts |
|
AA-/A1 |
|
|
20,625 |
|
|
|
(879 |
) |
|
|
19,746 |
|
Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Money Market |
|
N/A |
|
|
2,675,666 |
|
|
|
- |
|
|
|
2,675,666 |
|
|
Total |
|
|
|
$ |
115,147,829 |
|
|
$ |
(3,409,413 |
) |
|
$ |
111,738,416 |
|
|
At December 31, 2009, the Plans interest in the Master Trust was approximately 86 percent. Total
investment income for the Master Trust was $4,159,331 for the year ended December 31, 2009.
13
Investments held by the Master Trust at December 31, 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Investments at |
|
|
Adjustments to |
|
|
Investments at |
|
Security |
|
Rating |
|
|
Fair Value |
|
|
Contract Value |
|
|
Contract Value |
|
|
Wrapped Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trusts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATIXIS IGT INVESCO
Short-term Bond Fund |
|
A+/Aa3 |
|
$ |
23,465,489 |
|
|
$ |
830,804 |
|
|
$ |
24,296,293 |
|
ING IGT INVESCO Multi-Mgr A or
Better Interm. G/C Fund |
|
AA/Aa3 |
|
|
21,945,385 |
|
|
|
517,809 |
|
|
|
22,463,194 |
|
Pacific Life IGT INVESCO Multi
Mgr A or Better Interm. G/C
Fund |
|
AA/Aa3 |
|
|
21,793,346 |
|
|
|
516,716 |
|
|
|
22,310,062 |
|
Monumental IGT INVESCO
Multi-Mgr A or Better Core
Fund |
|
AA/Aa3 |
|
|
18,187,348 |
|
|
|
402,765 |
|
|
|
18,590,113 |
|
JP Morgan Chase IGT INVESCO
Short-term Bond Fund |
|
AA-/Aaa |
|
|
17,358,052 |
|
|
|
589,543 |
|
|
|
17,947,595 |
|
State Street IGT INVESCO
Short-term Bond Fund |
|
AA/Aa1 |
|
|
16,343,268 |
|
|
|
567,071 |
|
|
|
16,910,339 |
|
Monumental Wrapper contracts |
|
AA/Aa3 |
|
|
36,440 |
|
|
|
807 |
|
|
|
37,247 |
|
ING Wrapper contracts |
|
AA/Aa3 |
|
|
30,715 |
|
|
|
725 |
|
|
|
31,440 |
|
Pacific Life Wrapper contracts |
|
AA/Aa3 |
|
|
30,505 |
|
|
|
723 |
|
|
|
31,228 |
|
JP Morgan Chase Wrapper
contracts |
|
AA-/Aaa |
|
|
28,478 |
|
|
|
967 |
|
|
|
29,445 |
|
State Street Wrapper contracts |
|
AA/Aa1 |
|
|
10,086 |
|
|
|
350 |
|
|
|
10,436 |
|
Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Money Market |
|
|
N/A |
|
|
|
4,524,031 |
|
|
|
- |
|
|
|
4,524,031 |
|
|
Total |
|
|
|
|
|
$ |
123,753,143 |
|
|
$ |
3,428,280 |
|
|
$ |
127,181,423 |
|
|
At December 31, 2008, the Plans interest in the Master Trust was approximately 87 percent.
NOTE 6 TAX STATUS
The Internal Revenue Service has determined and informed the plan sponsor by a letter dated
December 16, 2005, that the Plan and related trust are designed in accordance with applicable
sections of the IRC. The Plan has been amended since receiving the determination letter. However,
the Plan administrator and the Plans tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plans financial statements.
NOTE 7 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to suspend or
terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan
termination, the accounts of all participants will become fully vested and non-forfeitable.
14
NOTE 8 RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect participants
account balances and the amounts reported in the statements of net assets available for benefits.
NOTE 9 RELATED PARTY TRANSACTIONS
Certain investments of the Plan are mutual funds managed by Fidelity Investments. The trustee of
the Plan is Fidelity Management Trust Company and, therefore, these transactions qualify as
party-in-interest transactions.
One of the investment fund options available to participants is common stock of Kennametal Inc.,
the Plan sponsor. The Plan held 1,754,661 and 1,844,465 shares of Kennametal common stock, or
$45,513,708 and $41,183, 863 at December 31, 2009 and 2008, respectively. As a result, transactions
related to this investment fund qualify as party-in-interest transactions.
NOTE 10 SUBSEQUENT EVENTS
The Plans management evaluated subsequent events after the statement of net assets available for
benefits date of December 31, 2009, prior to the issuance of the Plans financial statements and
concluded that no subsequent events occurred that would require recognition or disclosure in the
Plans financial statements except as disclosed in Note 1.
15
KENNAMETAL THRIFT PLUS PLAN
PLAN NUMBER: 002
EIN: 25-0900168
SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) Issuer |
|
(c) Description |
|
(d) Cost |
|
(e) Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley |
|
MSIFT MidCap Growth Portfolio |
|
N/A |
|
$ |
32,663,283 |
|
* |
|
Fidelity |
|
Fidelity Capital Appreciation Fund |
|
N/A |
|
|
26,056,484 |
|
|
|
American Funds |
|
American Funds EuroPacific Growth Fund |
|
N/A |
|
|
23,879,809 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2015 Fund |
|
N/A |
|
|
19,104,644 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2025 Fund |
|
N/A |
|
|
14,477,586 |
|
|
|
Hotchkis & Wiley |
|
H&W LargeCap Value Fund |
|
N/A |
|
|
14,081,310 |
|
|
|
Lord Abbett |
|
Lord Abbett SmallCap Value Fund |
|
N/A |
|
|
13,016,280 |
|
|
|
Vanguard |
|
Vanguard Institutional Index Fund |
|
N/A |
|
|
11,632,516 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2020 Fund |
|
N/A |
|
|
11,605,582 |
|
|
|
Vanguard |
|
Vanguard Total Bond Market Index Signal |
|
N/A |
|
|
9,222,377 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2030 Fund |
|
N/A |
|
|
7,341,452 |
|
* |
|
Fidelity |
|
Fidelity Freedom Income Fund |
|
N/A |
|
|
6,429,713 |
|
|
|
Hotchkis & Wiley |
|
H&W MidCap Value Fund |
|
N/A |
|
|
5,744,603 |
|
|
|
Morgan Stanley |
|
MSIF Small Company Growth Portfolio |
|
N/A |
|
|
5,652,544 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2035 Fund |
|
N/A |
|
|
5,554,446 |
|
|
|
Pimco |
|
Pimco Total Return Fund |
|
N/A |
|
|
5,192,207 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2040 Fund |
|
N/A |
|
|
5,163,831 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2010 Fund |
|
N/A |
|
|
4,967,417 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2050 Fund |
|
N/A |
|
|
841,559 |
|
|
|
Vanguard |
|
Vanguard Total International Stock |
|
N/A |
|
|
834,657 |
|
* |
|
Fidelity |
|
Fidelity Freedom 2045 Fund |
|
N/A |
|
|
546,871 |
|
|
|
Vanguard |
|
Vanguard Mid Capitalization Index Signal |
|
N/A |
|
|
380,729 |
|
|
|
Allianz |
|
Allianz NFJ Dividend Value Fund |
|
N/A |
|
|
229,333 |
|
|
|
Lord Abbett |
|
Lord Abbett SmallCap Blend Fund |
|
N/A |
|
|
124,189 |
|
|
|
Columbia |
|
Columbia MidCap Value Fund |
|
N/A |
|
|
59,027 |
|
|
|
|
|
|
Total Mutual Funds |
|
|
|
|
224,802,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESCO |
|
Stable Value Fund |
|
N/A |
|
|
99,082,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kennametal Inc. Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Kennametal Inc. |
|
Kennametal Inc. Common Stock |
|
N/A |
|
|
45,513,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to Participants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant Loans |
|
Maturities from 2010 to 2039, interest rates from 4.25% to 10.5% |
|
N/A |
|
|
10,220,353 |
|
|
|
|
|
|
Total Investments |
|
|
|
$ |
379,618,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest, for which a statutory exemption exists. |
|
|
|
|
|
|
16
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the plan
administrator of the Kennametal Thrift Plus Plan has duly caused this annual report to be signed by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
KENNAMETAL THRIFT PLUS PLAN
|
|
Date: June 23, 2010 |
By: |
/s/ John Bielinski
|
|
|
|
John Bielinski |
|
|
|
Plan Administrator |
|
17