Delaware
|
|
13-0612970
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
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13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina
|
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28277
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(Address of principal executive offices)
|
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(Zip Code)
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Registrant's telephone number, including area code: (704) 869-4600
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Name of each exchange
|
Title of each class
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|
on which registered
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Common stock, par value $1 per share
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
|
|
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Class
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|
Number of shares
|
|
|
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Common stock, par value $1 per share
|
|
48,023,652
|
|
|
|
|
|
PART I
|
|
|
Item 1.
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Business
|
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|
Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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|
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Item 2.
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Properties
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|
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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|
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PART II
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Schedule II – Valuation and Qualifying Accounts
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Signatures
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|
•
|
The Marine and Power Products division acquired the outstanding shares of Phönix Holding GmbH for
$97.9 million
, net of cash acquired. Phönix, headquarter in Germany, is a designer and manufacturer of valves and valve systems, to the global chemical, petrochemical, and power (both convention and nuclear) markets.
|
•
|
The Oil and Gas Systems division acquired the assets of Gulf33 Valve Pros, LLC, for
$3.3 million
in cash. Gulf33 provides valve repair and maintenance services to the offshore oil and gas market.
|
•
|
The Nuclear Group division acquired the assets of Ovalpath, Inc. for
$2.3 million
in cash. Ovalpath is a developer of proprietary software platforms used in mobile-device based applications servicing the commercial nuclear power market.
|
•
|
The Defense Solutions division acquired the stock of Parvus Corporation for
$37.1 million
in cash. Parvus is a designer and manufacturer of rugged small form factor computers and communications subsystems for the aerospace, defense, homeland security, and industrial markets.
|
•
|
The Avionics and Industrial division acquired the membership interests of Arens Controls, LLC for
$95.6 million
in cash. Arens is a designer and manufacturer of highly-engineered, precision operator interface controls, and power management systems for commercial and off-road industrial vehicles.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Flow Control
|
|
$
|
293,788
|
|
|
$
|
274,528
|
|
|
$
|
299,196
|
|
Controls
|
|
305,741
|
|
|
313,207
|
|
|
343,900
|
|
|||
Surface Technologies
|
|
33,292
|
|
|
40,015
|
|
|
39,353
|
|
|||
Total Government sales
|
|
$
|
632,821
|
|
|
$
|
627,750
|
|
|
$
|
682,449
|
|
Name
|
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Current Position
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|
Business Experience
|
|
Age
|
|
Executive
Officer Since
|
Martin R. Benante
|
|
Executive Chairman
|
|
Executive Chairman of the Board of Directors of the Corporation since April 2000. Served as Chief Executive Officer of the Corporation from April 2000 prior to his retirement from that position in August 2013. He has been a Director of the Corporation since 1999.
|
|
61
|
|
1999
|
David C. Adams
|
|
President and Chief Executive Officer
|
|
President and Chief Executive Officer of the Corporation since August 2013. Prior to his promotion, he served as Chief Operating Officer from October 2012 and as Co-Chief Operating Officer from November 2008. He has been a Director of the Corporation since August 2013.
|
|
59
|
|
2005
|
Thomas P. Quinly
|
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Chief Operating Officer
|
|
Chief Operating Officer of the Corporation since October 2013. Prior to his promotion, he served as Vice President of the Corporation from November 2010 and served as President of Curtiss-Wright Controls, Inc. from November 2008.
|
|
55
|
|
2010
|
Glenn E. Tynan
|
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Vice President of Finance and Chief Financial Officer
|
|
Vice President of Finance and Chief Financial Officer of the Corporation since June 2002.
|
|
55
|
|
2000
|
Michael J. Denton
|
|
Vice President, Secretary, and General Counsel
|
|
Vice President, Secretary, and General Counsel of the Corporation since August 2001.
|
|
58
|
|
2001
|
Glenn G. Coleman
|
|
Vice President and Corporate Controller
|
|
Vice President and Corporate Controller of the Corporation since May 2008.
|
|
46
|
|
2008
|
Harry S. Jakubowitz
|
|
Vice President and Treasurer
|
|
Vice President of the Corporation since May 2007 and Treasurer of the Corporation since September 2005.
|
|
61
|
|
2005
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Paul J. Ferdenzi
|
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Vice President- Human Resources, Associate General Counsel, and Assistant Secretary
|
|
Vice President - Human Resources of the Corporation since November 2011 and has served as Associate General Counsel and Assistant Secretary of the Corporation since June 1999 and May 2001, respectively.
|
|
46
|
|
2011
|
•
|
terminate, reduce, or modify contracts or subcontracts if its requirements or budgetary constraints change;
|
•
|
cancel multi-year contracts and related orders if funds become unavailable; and
|
•
|
shift its spending priorities.
|
•
|
the frequent need to bid on programs prior to completing the necessary design, which may result in unforeseen technological difficulties and/or cost overruns;
|
•
|
the difficulty in forecasting long-term costs and schedules and the potential obsolescence of products related to long-term, fixed price contracts;
|
•
|
contracts with varying fixed terms that may not be renewed or followed by follow-on contracts upon expiration;
|
•
|
cancellation of the follow-on production phase of contracts if program requirements are not met in the development phase;
|
•
|
the failure of a prime contractor customer to perform on a contract;
|
•
|
the fact that government contract wins can be contested by other contractors; and
|
•
|
the inadvertent failure to comply with any the U.S. Government rules, laws and regulations, including the False Claims Act or the Arms Export Control Act.
|
Owned Facilities Location
|
|
Flow Control
|
|
Controls
|
|
Surface Technologies
|
|
Total
|
||||
North America
|
|
18
|
|
|
3
|
|
|
9
|
|
|
30
|
|
Europe
|
|
3
|
|
|
1
|
|
|
11
|
|
|
15
|
|
Asia
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Total
|
|
22
|
|
|
4
|
|
|
21
|
|
|
47
|
|
Leased Facilities Location
|
|
Flow Control
|
|
Controls
|
|
Surface Technologies
|
|
Total
|
||||
North America
|
|
60
|
|
|
25
|
|
|
38
|
|
|
123
|
|
Europe
|
|
7
|
|
|
19
|
|
|
14
|
|
|
40
|
|
Asia
|
|
2
|
|
|
6
|
|
|
3
|
|
|
11
|
|
Total
|
|
69
|
|
|
50
|
|
|
55
|
|
|
174
|
|
Stock Price Range
|
|
2013
|
|
2012
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Common Stock
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
37.18
|
|
|
$
|
33.46
|
|
|
$
|
41.91
|
|
|
$
|
35.35
|
|
Second Quarter
|
|
37.48
|
|
|
30.64
|
|
|
37.39
|
|
|
29.07
|
|
||||
Third Quarter
|
|
48.40
|
|
|
36.46
|
|
|
33.11
|
|
|
28.55
|
|
||||
Fourth Quarter
|
|
62.92
|
|
|
44.71
|
|
|
33.41
|
|
|
28.95
|
|
|
|
2013
|
|
2012
|
||||
Common Stock
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Second Quarter
|
|
0.10
|
|
|
0.09
|
|
||
Third Quarter
|
|
0.10
|
|
|
0.09
|
|
||
Fourth Quarter
|
|
0.10
|
|
|
0.09
|
|
Plan category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
|
|
|
Weighted average
exercise price of
outstanding options,
warrants, and rights
|
|
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
the first column)
|
|
Equity compensation plans approved by security holders
|
|
3,184,313
|
(a)
|
|
$34.68
|
|
2,540,731
|
(b)
|
Equity compensation plans not approved by security holders
|
|
None
|
|
|
Not applicable
|
|
Not applicable
|
|
(a)
|
Consists of
3,007,702
shares issuable upon exercise of outstanding options and vesting of performance shares, restricted shares, and restricted stock units under the 2005 Long-Term Incentive Plan,
82,846
shares issuable under the Employee Stock Purchase Plan, and
93,765
shares outstanding under the 2005 Stock Plan for Non-Employee Directors.
|
(b)
|
Consists of
1,710,472
shares available for future option grants under the 2005 Long-Term Incentive Plan,
828,168
shares remaining available for issuance under the Employee Stock Purchase Plan, and
2,091
shares remaining available for issuance under the 2005 Stock Plan for Non-Employee Directors.
|
|
|
Total Number of
shares purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of a
Publicly
Announced
Program
|
|
Maximum
Number of
Shares that may
yet be
Purchased
Under the
Program
|
|||||
October 1 – October 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,599,213
|
|
November 1 – November 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599,213
|
|
|
December 1 – December 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599,213
|
|
|
For the quarter ended
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,599,213
|
|
AAR Corp
|
EnPro Industries Inc.
|
Mueller Water Products Inc
|
Actuant Corp
|
Esterline Technologies Corp.
|
Orbital Sciences Corp
|
Applied Industrial Technologies Inc
|
Flowserve Corp.
|
Rockwell Collins Inc.
|
B/E Aerospace Inc
|
GenCorp Inc.
|
Spirit Aerosystems Holdings Inc
|
Barnes Group Inc
|
Hexcel Corp
|
Teledyne Technologies Inc.
|
CIRCOR International Inc
|
IDEX Corporation
|
Triumph Group Inc.
|
Crane Co.
|
Kaman Corp
|
Woodward Inc
|
Cubic Corp
|
Moog Inc.
|
|
Company / Index
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||
Curtiss-Wright Corp
|
|
100
|
|
|
94.79
|
|
|
101.51
|
|
|
109.12
|
|
|
102.50
|
|
|
196.14
|
|
S&P SmallCap 600 Index
|
|
100
|
|
|
125.57
|
|
|
158.60
|
|
|
160.22
|
|
|
186.37
|
|
|
263.37
|
|
Russell 2000
|
|
100
|
|
|
127.17
|
|
|
161.32
|
|
|
154.59
|
|
|
179.86
|
|
|
249.69
|
|
Peer group
|
|
100
|
|
|
135.46
|
|
|
172.64
|
|
|
171.90
|
|
|
198.73
|
|
|
298.92
|
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Flow Control
|
|
$
|
1,299,679
|
|
|
$
|
1,095,349
|
|
|
$
|
1,060,774
|
|
|
19
|
%
|
|
3
|
%
|
Controls
|
|
898,168
|
|
|
726,678
|
|
|
709,159
|
|
|
24
|
%
|
|
2
|
%
|
|||
Surface Technologies
|
|
312,924
|
|
|
275,689
|
|
|
246,809
|
|
|
14
|
%
|
|
12
|
%
|
|||
Total sales
|
|
$
|
2,510,771
|
|
|
$
|
2,097,716
|
|
|
$
|
2,016,742
|
|
|
20
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Flow Control
|
|
$
|
116,510
|
|
|
$
|
78,779
|
|
|
$
|
103,421
|
|
|
48
|
%
|
|
(24
|
)%
|
Controls
|
|
108,558
|
|
|
86,515
|
|
|
75,423
|
|
|
25
|
%
|
|
15
|
%
|
|||
Surface Technologies
|
|
50,992
|
|
|
27,494
|
|
|
31,476
|
|
|
85
|
%
|
|
(13
|
)%
|
|||
Corporate and eliminations
|
|
(42,441
|
)
|
|
(31,342
|
)
|
|
(23,466
|
)
|
|
(35
|
)%
|
|
(34
|
)%
|
|||
Total operating income
|
|
$
|
233,619
|
|
|
$
|
161,446
|
|
|
$
|
186,854
|
|
|
45
|
%
|
|
(14
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(37,020
|
)
|
|
(26,329
|
)
|
|
(20,834
|
)
|
|
41
|
%
|
|
26
|
%
|
|||
Other income, net
|
|
1,354
|
|
|
245
|
|
|
862
|
|
|
453
|
%
|
|
(72
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
|
197,953
|
|
|
135,362
|
|
|
166,882
|
|
|
46
|
%
|
|
(19
|
)%
|
|||
Provision for income taxes
|
|
(59,972
|
)
|
|
(43,073
|
)
|
|
(48,262
|
)
|
|
39
|
%
|
|
(11
|
)%
|
|||
Earnings from continuing operations
|
|
$
|
137,981
|
|
|
$
|
92,289
|
|
|
$
|
118,620
|
|
|
50
|
%
|
|
(22
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New orders
|
|
$
|
2,508,432
|
|
|
$
|
1,981,010
|
|
|
$
|
2,029,414
|
|
|
|
|
|
||
Backlog
|
|
$
|
1,715,622
|
|
|
$
|
1,653,942
|
|
|
$
|
1,694,650
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Defense markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
277,593
|
|
|
$
|
307,263
|
|
|
$
|
310,515
|
|
|
(10
|
)%
|
|
(1
|
)%
|
Ground
|
|
93,472
|
|
|
107,411
|
|
|
119,381
|
|
|
(13
|
)%
|
|
(10
|
)%
|
|||
Naval
|
|
373,095
|
|
|
337,698
|
|
|
362,826
|
|
|
10
|
%
|
|
(7
|
)%
|
|||
Other
|
|
16,711
|
|
|
27,146
|
|
|
32,534
|
|
|
(38
|
)%
|
|
(17
|
)%
|
|||
Total Defense
|
|
$
|
760,871
|
|
|
$
|
779,518
|
|
|
$
|
825,256
|
|
|
(2
|
)%
|
|
(6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
418,364
|
|
|
$
|
363,832
|
|
|
$
|
299,816
|
|
|
15
|
%
|
|
21
|
%
|
Oil and Gas
|
|
448,418
|
|
|
253,745
|
|
|
241,369
|
|
|
77
|
%
|
|
5
|
%
|
|||
Power Generation
|
|
462,041
|
|
|
433,747
|
|
|
385,452
|
|
|
7
|
%
|
|
13
|
%
|
|||
General Industrial
|
|
421,077
|
|
|
266,874
|
|
|
264,849
|
|
|
58
|
%
|
|
1
|
%
|
|||
Total Commercial
|
|
$
|
1,749,900
|
|
|
$
|
1,318,198
|
|
|
$
|
1,191,486
|
|
|
33
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Curtiss-Wright
|
|
$
|
2,510,771
|
|
|
$
|
2,097,716
|
|
|
$
|
2,016,742
|
|
|
20
|
%
|
|
4
|
%
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
1
|
%
|
|
32
|
%
|
|
—
|
%
|
|
(12
|
)%
|
Acquisitions/divestitures
|
|
19
|
%
|
|
11
|
%
|
|
5
|
%
|
|
(1
|
)%
|
Foreign currency
|
|
—
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
Total
|
|
20
|
%
|
|
45
|
%
|
|
4
|
%
|
|
(14
|
)%
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
(In thousands, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
1,299,679
|
|
|
$
|
1,095,349
|
|
|
$
|
1,060,774
|
|
|
19
|
%
|
|
3
|
%
|
Operating income
|
|
116,510
|
|
|
78,779
|
|
|
103,421
|
|
|
48
|
%
|
|
(24
|
)%
|
|||
Operating margin
|
|
9.0
|
%
|
|
7.2
|
%
|
|
9.7
|
%
|
|
180
|
bps
|
|
(250) bps
|
|
|||
Items impacting comparability
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
—
|
|
|
(3,690
|
)
|
|
(200
|
)
|
|
NM
|
|
|
NM
|
|
|||
Change in estimate:
|
|
|
|
|
|
|
|
|
|
|
||||||||
AP1000
|
|
—
|
|
|
(23,684
|
)
|
|
(9,721
|
)
|
|
NM
|
|
|
NM
|
|
|||
Tech Transfer
|
|
—
|
|
|
14,213
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Impacts of strike
(1)
:
|
|
|
|
(11,348
|
)
|
|
|
|
|
|
|
|||||||
New orders
|
|
$
|
1,233,786
|
|
|
$
|
977,377
|
|
|
$
|
1,072,969
|
|
|
26
|
%
|
|
(9
|
)%
|
Backlog
|
|
$
|
1,058,726
|
|
|
$
|
1,087,689
|
|
|
$
|
1,154,147
|
|
|
(3
|
)%
|
|
(6
|
)%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
(1)
|
On August 24, 2012, workers at EMD's Cheswick, Pennsylvania facility went on strike. The financial impacts of the strike were an $18 million and $6 million shift in revenue and operating income, respectively, from 2012 to 2013, due to the temporary suspension of work and an additional $5 million unfavorable impact to operating income as a result of unrecoverable absorption of overhead costs. On September 24, 2012, the Company ratified an agreement with the union to end the strike.
|
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
—
|
%
|
|
36
|
%
|
|
—
|
%
|
|
(23
|
)%
|
Acquisitions/divestitures
|
|
19
|
%
|
|
11
|
%
|
|
4
|
%
|
|
(1
|
)%
|
Foreign currency
|
|
—
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Total
|
|
19
|
%
|
|
48
|
%
|
|
3
|
%
|
|
(24
|
)%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
(In thousands, except percentages)
|
||||||||||||||||
Sales
|
|
$
|
898,168
|
|
|
$
|
726,678
|
|
|
$
|
709,159
|
|
|
24
|
%
|
|
2
|
%
|
Operating income
|
|
108,558
|
|
|
86,515
|
|
|
75,423
|
|
|
25
|
%
|
|
15
|
%
|
|||
Operating margin
|
|
12.1
|
%
|
|
11.9
|
%
|
|
10.6
|
%
|
|
20
|
bps
|
|
130
|
bps
|
|||
Restructuring charges
|
|
—
|
|
|
(3,426
|
)
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Curtailment gain
|
|
2,818
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
New orders
|
|
$
|
961,246
|
|
|
$
|
727,354
|
|
|
$
|
709,194
|
|
|
32
|
%
|
|
3
|
%
|
Backlog
|
|
$
|
653,466
|
|
|
$
|
563,299
|
|
|
$
|
538,139
|
|
|
16
|
%
|
|
5
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
—
|
%
|
|
13
|
%
|
|
(2
|
)%
|
|
18
|
%
|
Acquisitions/divestitures
|
|
24
|
%
|
|
8
|
%
|
|
5
|
%
|
|
(3
|
)%
|
Foreign currency
|
|
—
|
%
|
|
4
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Total
|
|
24
|
%
|
|
25
|
%
|
|
2
|
%
|
|
15
|
%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
312,924
|
|
|
$
|
275,689
|
|
|
$
|
246,809
|
|
|
14
|
%
|
|
12
|
%
|
Operating income
|
|
50,992
|
|
|
27,494
|
|
|
31,476
|
|
|
85
|
%
|
|
(13
|
)%
|
|||
Operating margin
|
|
16.3
|
%
|
|
10.0
|
%
|
|
12.8
|
%
|
|
630
|
bps
|
|
(280) bps
|
|
|||
Restructuring and impairment charges
|
|
—
|
|
|
(12,085
|
)
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
New orders
|
|
$
|
313,400
|
|
|
$
|
276,279
|
|
|
$
|
247,251
|
|
|
13
|
%
|
|
12
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
4
|
%
|
|
82
|
%
|
|
6
|
%
|
|
(12
|
)%
|
Acquisitions
|
|
10
|
%
|
|
4
|
%
|
|
7
|
%
|
|
1
|
%
|
Foreign currency
|
|
—
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
Total
|
|
14
|
%
|
|
85
|
%
|
|
12
|
%
|
|
(13
|
)%
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
237,827
|
|
|
$
|
152,474
|
|
|
$
|
201,853
|
|
Investing activities
|
(313,692
|
)
|
|
(492,998
|
)
|
|
(251,827
|
)
|
|||
Financing activities
|
140,138
|
|
|
254,241
|
|
|
179,804
|
|
|||
Effect of exchange rates
|
(1,002
|
)
|
|
3,919
|
|
|
(3,562
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
63,271
|
|
|
$
|
(82,364
|
)
|
|
$
|
126,268
|
|
(In thousands)
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Debt Principal Repayments
|
|
$
|
959,938
|
|
|
$
|
1,334
|
|
|
$
|
33
|
|
|
$
|
16
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
758,555
|
|
Interest Payment on Fixed Rate Debt
|
|
402,463
|
|
|
39,940
|
|
|
39,908
|
|
|
39,908
|
|
|
39,206
|
|
|
31,643
|
|
|
211,858
|
|
|||||||
Operating Leases
|
|
211,418
|
|
|
32,970
|
|
|
29,804
|
|
|
25,879
|
|
|
22,439
|
|
|
18,108
|
|
|
82,218
|
|
|||||||
Total
|
|
$
|
1,573,819
|
|
|
$
|
74,244
|
|
|
$
|
69,745
|
|
|
$
|
65,803
|
|
|
$
|
261,645
|
|
|
$
|
49,751
|
|
|
$
|
1,052,631
|
|
(In thousands)
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
(1)
|
||||||||||||||
Letters of Credit
|
|
$
|
55,779
|
|
|
$
|
9,948
|
|
|
$
|
4,743
|
|
|
$
|
25,804
|
|
|
$
|
2,838
|
|
|
$
|
2,784
|
|
|
$
|
9,662
|
|
Assumption
|
|
Percentage
Point Change
|
|
Increase in
Benefit
Obligation
|
|
Increase in
Expense
|
|||||
Discount rate
|
|
(0.25
|
)%
|
|
$
|
18,279
|
|
|
$
|
2,475
|
|
Rate of compensation increase
|
|
0.25
|
%
|
|
2,758
|
|
|
688
|
|
||
Expected return on assets
|
|
(0.25
|
)%
|
|
—
|
|
|
1,071
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
$
|
2,074,967
|
|
|
$
|
1,710,759
|
|
|
$
|
1,690,064
|
|
Service sales
|
|
435,804
|
|
|
386,957
|
|
|
326,678
|
|
|||
Total net sales
|
|
2,510,771
|
|
|
2,097,716
|
|
|
2,016,742
|
|
|||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|||
Cost of product sales
|
|
1,412,621
|
|
|
1,178,115
|
|
|
1,143,828
|
|
|||
Cost of service sales
|
|
287,057
|
|
|
260,858
|
|
|
215,967
|
|
|||
Total cost of sales
|
|
1,699,678
|
|
|
1,438,973
|
|
|
1,359,795
|
|
|||
Gross profit
|
|
811,093
|
|
|
658,743
|
|
|
656,947
|
|
|||
|
|
|
|
|
|
|
||||||
Research and development expenses
|
|
(68,874
|
)
|
|
(59,712
|
)
|
|
(62,115
|
)
|
|||
Selling expenses
|
|
(153,336
|
)
|
|
(125,201
|
)
|
|
(119,438
|
)
|
|||
General and administrative expenses
|
|
(355,264
|
)
|
|
(312,384
|
)
|
|
(288,540
|
)
|
|||
Operating income
|
|
233,619
|
|
|
161,446
|
|
|
186,854
|
|
|||
Interest expense
|
|
(37,020
|
)
|
|
(26,329
|
)
|
|
(20,834
|
)
|
|||
Other income, net
|
|
1,354
|
|
|
245
|
|
|
862
|
|
|||
Earnings before income taxes
|
|
197,953
|
|
|
135,362
|
|
|
166,882
|
|
|||
Provision for income taxes
|
|
(59,972
|
)
|
|
(43,073
|
)
|
|
(48,262
|
)
|
|||
Earnings from continuing operations
|
|
137,981
|
|
|
92,289
|
|
|
118,620
|
|
|||
Discontinued operations, net of taxes
|
|
|
|
|
|
|
|
|
|
|||
Earnings from discontinued operations
|
|
—
|
|
|
3,043
|
|
|
7,769
|
|
|||
Gain on divestiture
|
|
—
|
|
|
18,512
|
|
|
—
|
|
|||
Earnings from discontinued operations
|
|
—
|
|
|
21,555
|
|
|
7,769
|
|
|||
Net earnings
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
|
$
|
126,389
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
2.94
|
|
|
$
|
1.98
|
|
|
$
|
2.56
|
|
Earnings from discontinued operations
|
|
—
|
|
|
0.46
|
|
|
0.17
|
|
|||
Total
|
|
$
|
2.94
|
|
|
$
|
2.44
|
|
|
$
|
2.73
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
2.88
|
|
|
$
|
1.95
|
|
|
$
|
2.52
|
|
Earnings from discontinued operations
|
|
—
|
|
|
0.45
|
|
|
0.17
|
|
|||
Total
|
|
$
|
2.88
|
|
|
$
|
2.40
|
|
|
$
|
2.69
|
|
Dividends per share
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.32
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
46,991
|
|
|
46,743
|
|
|
46,372
|
|
|||
Diluted
|
|
47,912
|
|
|
47,412
|
|
|
47,013
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
|
$
|
126,389
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation, net of tax
(1)
|
|
(6,619
|
)
|
|
25,954
|
|
|
(18,472
|
)
|
|||
Pension and postretirement adjustments, net of tax
(2)
|
|
87,386
|
|
|
(16,331
|
)
|
|
(43,846
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
80,767
|
|
|
9,623
|
|
|
(62,318
|
)
|
|||
Comprehensive income
|
|
$
|
218,748
|
|
|
$
|
123,467
|
|
|
$
|
64,071
|
|
(1)
|
The tax benefit (expense) included in other comprehensive income for foreign currency translation adjustments for
2013
,
2012
, and
2011
were
$(0.9) million
,
$0.7 million
, and
$(2.6) million
, respectively.
|
(2)
|
The tax benefit (expense) included in other comprehensive income for pension and postretirement adjustments for
2013
,
2012
, and
2011
were
$(49.4) million
,
$9.1 million
, and
$26.7 million
, respectively.
|
|
|
At December 31,
|
||||||
(In thousands, except share data)
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
175,294
|
|
|
$
|
112,023
|
|
Receivables, net
|
|
603,592
|
|
|
578,313
|
|
||
Inventories, net
|
|
452,087
|
|
|
397,471
|
|
||
Deferred tax assets, net
|
|
47,650
|
|
|
50,760
|
|
||
Other current assets
|
|
58,660
|
|
|
37,194
|
|
||
Total current assets
|
|
1,337,283
|
|
|
1,175,761
|
|
||
Property, plant, and equipment, net
|
|
515,718
|
|
|
489,593
|
|
||
Goodwill
|
|
1,110,429
|
|
|
1,013,300
|
|
||
Other intangible assets, net
|
|
471,379
|
|
|
419,021
|
|
||
Other assets
|
|
23,465
|
|
|
16,913
|
|
||
Total assets
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
LIABILITIES
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term and short-term debt
|
|
$
|
1,334
|
|
|
$
|
128,225
|
|
Accounts payable
|
|
186,941
|
|
|
157,825
|
|
||
Accrued expenses
|
|
142,935
|
|
|
131,067
|
|
||
Income taxes payable
|
|
789
|
|
|
7,793
|
|
||
Deferred revenue
|
|
164,343
|
|
|
171,624
|
|
||
Other current liabilities
|
|
38,251
|
|
|
43,214
|
|
||
Total current liabilities
|
|
534,593
|
|
|
639,748
|
|
||
Long-term debt
|
|
958,604
|
|
|
751,990
|
|
||
Deferred tax liabilities, net
|
|
123,644
|
|
|
50,450
|
|
||
Accrued pension and other postretirement benefit costs
|
|
138,904
|
|
|
264,047
|
|
||
Long-term portion of environmental reserves
|
|
15,498
|
|
|
14,905
|
|
||
Other liabilities
|
|
134,326
|
|
|
80,856
|
|
||
Total liabilities
|
|
1,905,569
|
|
|
1,801,996
|
|
||
Contingencies and Commitments (Note 13, 16, 18, and 20)
|
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock, $1 par value,100,000,000 shares authorized at December 31, 2013 and 2012; 49,189,702 shares issued at December 31, 2013 and 2012; outstanding shares were 47,638,835 at December 31,2013 and 46,449,934 at December 31, 2012.
|
|
49,190
|
|
|
49,190
|
|
||
Additional paid in capital
|
|
150,618
|
|
|
151,883
|
|
||
Retained earnings
|
|
1,380,981
|
|
|
1,261,377
|
|
||
Accumulated other comprehensive income (loss)
|
|
25,259
|
|
|
(55,508
|
)
|
||
Common treasury stock, at cost (1,550,867 shares at December 31, 2013 and 2,739,768 shares at December 31, 2012)
|
|
(53,343
|
)
|
|
(94,350
|
)
|
||
Total stockholders' equity
|
|
1,552,705
|
|
|
1,312,592
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
|
$
|
126,389
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
121,497
|
|
|
93,896
|
|
|
88,300
|
|
|||
(Gain) loss on fixed asset disposals
|
|
77
|
|
|
(414
|
)
|
|
(670
|
)
|
|||
Gain on bargain purchase
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|||
Gain on divestiture
|
|
—
|
|
|
(29,912
|
)
|
|
(1,298
|
)
|
|||
Deferred income taxes
|
|
5,928
|
|
|
(3,871
|
)
|
|
3,345
|
|
|||
Share-based compensation
|
|
7,349
|
|
|
9,428
|
|
|
9,621
|
|
|||
Impairment of assets
|
|
887
|
|
|
4,988
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of businesses acquired and disposed of:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
6,599
|
|
|
26,524
|
|
|
(78,850
|
)
|
|||
Inventories, net
|
|
(25,499
|
)
|
|
(30,100
|
)
|
|
(21,123
|
)
|
|||
Progress payments
|
|
(6,131
|
)
|
|
(7,923
|
)
|
|
11,264
|
|
|||
Accounts payable and accrued expenses
|
|
8,567
|
|
|
(7,290
|
)
|
|
15,628
|
|
|||
Deferred revenue
|
|
(7,281
|
)
|
|
(34,436
|
)
|
|
51,724
|
|
|||
Income taxes
|
|
(16,811
|
)
|
|
15,211
|
|
|
3,917
|
|
|||
Net pension and postretirement liabilities
|
|
(1,630
|
)
|
|
(1,132
|
)
|
|
(4,234
|
)
|
|||
Other current and long-term assets and liabilities
|
|
6,294
|
|
|
4,571
|
|
|
(2,160
|
)
|
|||
Net cash provided by operating activities
|
|
237,827
|
|
|
152,474
|
|
|
201,853
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sales and disposals of long-lived assets
|
|
1,348
|
|
|
2,557
|
|
|
2,497
|
|
|||
Proceeds from divestitures
|
|
—
|
|
|
52,123
|
|
|
8,100
|
|
|||
Acquisitions of intangible assets
|
|
—
|
|
|
(1,761
|
)
|
|
(22
|
)
|
|||
Additions to property, plant, and equipment
|
|
(72,242
|
)
|
|
(82,954
|
)
|
|
(84,322
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(236,135
|
)
|
|
(460,439
|
)
|
|
(178,080
|
)
|
|||
Additional consideration paid on prior year acquisitions
|
|
(6,663
|
)
|
|
(2,524
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(313,692
|
)
|
|
(492,998
|
)
|
|
(251,827
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit facility
|
|
983,109
|
|
|
576,934
|
|
|
1,002,600
|
|
|||
Borrowings of debt
|
|
500,000
|
|
|
—
|
|
|
300,000
|
|
|||
Payment of revolving credit facility
|
|
(1,229,148
|
)
|
|
(296,145
|
)
|
|
(1,112,814
|
)
|
|||
Principal payments on debt
|
|
(125,033
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of company stock
|
|
—
|
|
|
(25,705
|
)
|
|
(8,178
|
)
|
|||
Proceeds from share-based compensation plans
|
|
27,450
|
|
|
15,492
|
|
|
11,746
|
|
|||
Dividends paid
|
|
(18,377
|
)
|
|
(16,392
|
)
|
|
(14,893
|
)
|
|||
Excess tax benefits from share-based compensation
|
|
2,137
|
|
|
57
|
|
|
1,343
|
|
|||
Net cash provided by financing activities
|
|
140,138
|
|
|
254,241
|
|
|
179,804
|
|
|||
Effect of exchange-rate changes on cash
|
|
(1,002
|
)
|
|
3,919
|
|
|
(3,562
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
63,271
|
|
|
(82,364
|
)
|
|
126,268
|
|
|||
Cash and cash equivalents at beginning of year
|
|
112,023
|
|
|
194,387
|
|
|
68,119
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
175,294
|
|
|
$
|
112,023
|
|
|
$
|
194,387
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
|
$
|
4,546
|
|
|
$
|
1,478
|
|
|
$
|
3,600
|
|
Recognition of asset retirement obligation
|
|
$
|
—
|
|
|
$
|
6,904
|
|
|
$
|
—
|
|
Property and equipment acquired under build to suit transaction
|
|
$
|
6,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Common Stock
|
|
Additional
Paid
in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock
|
||||||||||
January 1, 2011
|
|
$
|
48,558
|
|
|
$
|
130,093
|
|
|
$
|
1,052,429
|
|
|
$
|
(2,813
|
)
|
|
$
|
(88,194
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
126,389
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,318
|
)
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(14,893
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock options exercised, net of tax
|
|
321
|
|
|
5,312
|
|
|
—
|
|
|
—
|
|
|
8,648
|
|
|||||
Other
|
|
—
|
|
|
(259
|
)
|
|
—
|
|
|
—
|
|
|
259
|
|
|||||
Share-based compensation
|
|
—
|
|
|
8,046
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,178
|
)
|
|||||
December 31, 2011
|
|
$
|
48,879
|
|
|
$
|
143,192
|
|
|
$
|
1,163,925
|
|
|
$
|
(65,131
|
)
|
|
$
|
(85,890
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
113,844
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,623
|
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(16,392
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock options exercised, net of tax
|
|
311
|
|
|
6,431
|
|
|
—
|
|
|
—
|
|
|
10,077
|
|
|||||
Restricted stock
|
|
—
|
|
|
(6,233
|
)
|
|
—
|
|
|
—
|
|
|
6,233
|
|
|||||
Other
|
|
—
|
|
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
414
|
|
|||||
Share-based compensation
|
|
—
|
|
|
8,907
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|||||
Repurchase of common stock
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,705
|
)
|
|||||
December 31, 2012
|
|
$
|
49,190
|
|
|
$
|
151,883
|
|
|
$
|
1,261,377
|
|
|
$
|
(55,508
|
)
|
|
$
|
(94,350
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
137,981
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,767
|
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(18,377
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock options exercised, net of tax
|
|
—
|
|
|
(5,728
|
)
|
|
—
|
|
|
—
|
|
|
34,451
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(2,127
|
)
|
|
—
|
|
|
—
|
|
|
5,796
|
|
|||||
Other
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||
Share-based compensation
|
|
—
|
|
|
6,920
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|||||
December 31, 2013
|
|
$
|
49,190
|
|
|
$
|
150,618
|
|
|
$
|
1,380,981
|
|
|
$
|
25,259
|
|
|
$
|
(53,343
|
)
|
Buildings and improvements
|
5 to 40 years
|
Machinery, equipment, and other
|
3 to 15 years
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
10,785
|
|
|
$
|
36,510
|
|
Earnings from discontinued operations before income taxes
|
|
—
|
|
|
4,929
|
|
|
12,521
|
|
|||
Provision for income taxes
|
|
—
|
|
|
(1,886
|
)
|
|
(4,752
|
)
|
|||
Gain on divestiture, net of taxes of $11,400
|
|
—
|
|
|
18,512
|
|
|
—
|
|
|||
Earnings from discontinued operations
|
|
$
|
—
|
|
|
$
|
21,555
|
|
|
$
|
7,769
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Accounts receivable
|
|
$
|
25,972
|
|
|
$
|
53,753
|
|
|
$
|
19,078
|
|
Inventory
|
|
30,930
|
|
|
52,225
|
|
|
23,813
|
|
|||
Property, plant, and equipment
|
|
18,066
|
|
|
40,915
|
|
|
22,526
|
|
|||
Other current assets
|
|
3,229
|
|
|
7,244
|
|
|
1,182
|
|
|||
Intangible assets
|
|
102,751
|
|
|
182,681
|
|
|
53,717
|
|
|||
Current and non-current liabilities
|
|
(19,599
|
)
|
|
(44,617
|
)
|
|
(13,510
|
)
|
|||
Pension and postretirement benefits
|
|
(6,472
|
)
|
|
(8,144
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
(19,920
|
)
|
|
(51,830
|
)
|
|
(2,303
|
)
|
|||
Debt assumed
|
|
—
|
|
|
(13,819
|
)
|
|
—
|
|
|||
Due to seller
|
|
(2,856
|
)
|
|
(240
|
)
|
|
—
|
|
|||
Net tangible and intangible assets
|
|
132,101
|
|
|
218,168
|
|
|
104,503
|
|
|||
(Gain on Bargain Purchase)
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|||
Purchase price
|
|
236,135
|
|
|
462,416
|
|
|
183,328
|
|
|||
Goodwill
|
|
$
|
104,034
|
|
|
$
|
245,158
|
|
|
$
|
78,825
|
|
(In thousands, except per share data)
|
|
2013
|
|
2012
|
||||
Net sales
|
|
$
|
2,580,394
|
|
|
$
|
2,548,727
|
|
Net earnings from continuing operations
|
|
144,341
|
|
|
99,051
|
|
||
Diluted earnings per share from continuing operations
|
|
3.01
|
|
|
2.09
|
|
•
|
Elimination of historical intangible asset amortization expense (approximately
$0.7 million
and
$2.9 million
in 2013 and 2012, respectively).
|
•
|
Additional amortization expense (approximately
$3.7
million and
$23.0 million
in 2013 and 2012, respectively) related to the fair value of identifiable intangible assets acquired.
|
•
|
Additional depreciation expense (approximately
$1.3
million and
$1.8 million
in 2013 and 2012, respectively) related to the fair value adjustment to property, plant and equipment acquired.
|
•
|
Elimination of the fair value adjustments to acquisition-date inventory that has been sold in
2013
of
$3.7 million
, and recognition in
2012
of the full value of the fair value adjustment to acquisition date inventory.
|
•
|
Reclassification of
$2.1 million
of the Corporation’s 2013 acquisition costs directly attributable to the acquisition into 2012. Included in these costs are advisory, investment banking and legal and regulatory costs incurred by the Corporation. The Corporation records acquisition costs in General and administrative expenses.
|
•
|
Elimination of historical interest expense (approximately
$0.6
million and
$6.8 million
in 2013 and 2012, respectively).
|
•
|
Additional interest expense (approximately
$4.3
million and
$26.3 million
in 2013 and 2012, respectively) associated with the incremental borrowings that would have been incurred to acquire these companies as of January 1,
2012
.
|
(In thousands)
|
Phönix
|
|
Gulf 33
|
|
Ovalpath
|
|
Total
|
|
|||||||
Accounts receivable
|
$
|
12,226
|
|
|
$
|
581
|
|
|
$
|
85
|
|
|
$
|
12,892
|
|
Inventory
|
20,358
|
|
|
101
|
|
|
—
|
|
|
20,459
|
|
||||
Property, plant, and equipment
|
12,575
|
|
|
269
|
|
|
—
|
|
|
12,844
|
|
||||
Other current and non-current assets
|
2,153
|
|
|
—
|
|
|
—
|
|
|
2,153
|
|
||||
Intangible assets
|
42,791
|
|
|
1,260
|
|
|
600
|
|
|
44,651
|
|
||||
Current and non-current liabilities
|
(7,497
|
)
|
|
(239
|
)
|
|
(18
|
)
|
|
(7,754
|
)
|
||||
Pension and postretirement benefits
|
(6,472
|
)
|
|
—
|
|
|
—
|
|
|
(6,472
|
)
|
||||
Deferred income taxes
|
(14,402
|
)
|
|
—
|
|
|
—
|
|
|
(14,402
|
)
|
||||
Due to seller
|
—
|
|
|
(622
|
)
|
|
(1,750
|
)
|
|
|
|||||
Net tangible and intangible assets
|
61,732
|
|
|
1,350
|
|
|
(1,083
|
)
|
|
64,371
|
|
||||
Purchase price
|
97,886
|
|
|
3,328
|
|
|
2,250
|
|
|
103,464
|
|
||||
Goodwill
|
$
|
36,154
|
|
|
$
|
1,978
|
|
|
$
|
3,333
|
|
|
$
|
41,465
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tax deductible goodwill
|
$
|
—
|
|
|
$
|
1,978
|
|
|
$
|
3,333
|
|
|
|
|
(In thousands)
|
|
AP Services
|
|
Cimarron
|
|
Other Flow
|
|
Total
|
||||||||
Accounts receivable
|
|
$
|
2,805
|
|
|
$
|
21,706
|
|
|
$
|
—
|
|
|
$
|
24,511
|
|
Inventory
|
|
2,389
|
|
|
18,987
|
|
|
236
|
|
|
21,612
|
|
||||
Property, plant, and equipment
|
|
3,488
|
|
|
8,094
|
|
|
—
|
|
|
11,582
|
|
||||
Other current assets
|
|
204
|
|
|
618
|
|
|
—
|
|
|
822
|
|
||||
Intangible assets
|
|
8,000
|
|
|
55,000
|
|
|
4,681
|
|
|
67,681
|
|
||||
Current and non-current liabilities
|
|
(1,121
|
)
|
|
(21,434
|
)
|
|
(75
|
)
|
|
(22,630
|
)
|
||||
Deferred income taxes
|
|
(3,064
|
)
|
|
(18,853
|
)
|
|
—
|
|
|
(21,917
|
)
|
||||
Due to seller
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
(240
|
)
|
||||
Net tangible and intangible assets
|
|
12,701
|
|
|
64,118
|
|
|
4,602
|
|
|
81,421
|
|
||||
Gain on bargain purchase
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
(910
|
)
|
||||
Purchase price
|
|
30,360
|
|
|
132,581
|
|
|
6,974
|
|
|
170,176
|
|
||||
Goodwill
|
|
$
|
17,659
|
|
|
$
|
68,463
|
|
|
$
|
3,282
|
|
|
$
|
89,665
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tax deductible goodwill
|
|
$
|
13,554
|
|
|
$
|
—
|
|
|
$
|
3,282
|
|
|
|
(In thousands)
|
|
Anatec
|
|
Douglas
|
|
Total
|
||||||
Accounts receivable
|
|
$
|
4,685
|
|
|
$
|
945
|
|
|
$
|
5,630
|
|
Inventory
|
|
—
|
|
|
10,914
|
|
|
10,914
|
|
|||
Property, plant, and equipment
|
|
1,581
|
|
|
619
|
|
|
2,200
|
|
|||
Other current assets
|
|
185
|
|
|
309
|
|
|
494
|
|
|||
Intangible assets
|
|
14,936
|
|
|
6,697
|
|
|
21,633
|
|
|||
Current liabilities
|
|
(818
|
)
|
|
(5,038
|
)
|
|
(5,856
|
)
|
|||
Net tangible and intangible assets
|
|
20,569
|
|
|
14,446
|
|
|
35,015
|
|
|||
Purchase price
|
|
35,201
|
|
|
20,094
|
|
|
55,295
|
|
|||
Goodwill
|
|
$
|
14,632
|
|
|
$
|
5,648
|
|
|
$
|
20,280
|
|
|
|
|
|
|
|
|
||||||
Tax deductible goodwill
|
|
$
|
14,632
|
|
|
$
|
5,648
|
|
|
|
(In thousands)
|
|
|
|
Parvus
|
|
Arens
|
|
Total
|
||||||
Accounts receivable
|
|
|
|
$
|
3,639
|
|
|
$
|
9,441
|
|
|
$
|
13,080
|
|
Inventory
|
|
|
|
5,122
|
|
|
5,349
|
|
|
10,471
|
|
|||
Property, plant, and equipment
|
|
|
|
435
|
|
|
4,787
|
|
|
5,222
|
|
|||
Other current assets
|
|
|
|
104
|
|
|
972
|
|
|
1,076
|
|
|||
Intangible assets
|
|
|
|
15,000
|
|
|
43,100
|
|
|
58,100
|
|
|||
Current and non-current liabilities
|
|
|
|
(3,854
|
)
|
|
(7,991
|
)
|
|
(11,845
|
)
|
|||
Deferred income taxes
|
|
|
|
(5,518
|
)
|
|
—
|
|
|
(5,518
|
)
|
|||
Due to seller
|
|
|
|
(484
|
)
|
|
—
|
|
|
(484
|
)
|
|||
Net tangible and intangible assets
|
|
|
|
14,444
|
|
|
55,658
|
|
|
70,102
|
|
|||
Purchase price
|
|
|
|
37,059
|
|
|
95,612
|
|
|
132,671
|
|
|||
Goodwill
|
|
|
|
$
|
22,615
|
|
|
$
|
39,954
|
|
|
$
|
62,569
|
|
|
|
|
|
|
|
|
|
|
||||||
Tax deductible goodwill
|
|
|
|
$
|
—
|
|
|
$
|
39,954
|
|
|
|
(In thousands)
|
|
PG Drives
|
|
Williams Controls
|
|
Exlar
|
|
Total
|
||||||||
Accounts receivable
|
|
$
|
7,596
|
|
|
$
|
10,383
|
|
|
$
|
5,852
|
|
|
$
|
23,831
|
|
Inventory
|
|
10,541
|
|
|
10,434
|
|
|
8,039
|
|
|
29,014
|
|
||||
Property, plant, and equipment
|
|
1,589
|
|
|
16,137
|
|
|
4,902
|
|
|
22,628
|
|
||||
Other current assets
|
|
220
|
|
|
4,518
|
|
|
1,684
|
|
|
6,422
|
|
||||
Intangible assets
|
|
25,200
|
|
|
44,000
|
|
|
36,400
|
|
|
105,600
|
|
||||
Current and non-current liabilities
|
|
(4,739
|
)
|
|
(11,131
|
)
|
|
(6,061
|
)
|
|
(21,931
|
)
|
||||
Pension and postretirement benefits
|
|
—
|
|
|
(8,144
|
)
|
|
—
|
|
|
(8,144
|
)
|
||||
Deferred income taxes
|
|
(244
|
)
|
|
(14,820
|
)
|
|
(14,849
|
)
|
|
(29,913
|
)
|
||||
Debt assumed
|
|
—
|
|
|
(13,819
|
)
|
|
—
|
|
|
(13,819
|
)
|
||||
Net tangible and intangible assets
|
|
40,163
|
|
|
37,558
|
|
|
35,967
|
|
|
113,688
|
|
||||
Purchase price
|
|
63,219
|
|
|
109,077
|
|
|
84,708
|
|
|
257,963
|
|
||||
Goodwill
|
|
$
|
23,056
|
|
|
$
|
71,519
|
|
|
$
|
48,741
|
|
|
$
|
144,275
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tax deductible goodwill
|
|
$
|
23,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(In thousands)
|
|
South Bend
|
|
ACRA
|
|
PSI
|
|
Total
|
||||||||
Accounts receivable
|
|
$
|
1,635
|
|
|
$
|
8,901
|
|
|
$
|
862
|
|
|
$
|
11,398
|
|
Inventory
|
|
2,990
|
|
|
6,539
|
|
|
1,856
|
|
|
11,385
|
|
||||
Property, plant, and equipment
|
|
727
|
|
|
1,600
|
|
|
2,100
|
|
|
4,427
|
|
||||
Other current assets
|
|
32
|
|
|
456
|
|
|
67
|
|
|
555
|
|
||||
Intangible assets
|
|
3,500
|
|
|
17,054
|
|
|
4,700
|
|
|
25,254
|
|
||||
Current and non-current liabilities
|
|
(648
|
)
|
|
(6,048
|
)
|
|
(190
|
)
|
|
(6,886
|
)
|
||||
Deferred income taxes
|
|
—
|
|
|
(2,303
|
)
|
|
—
|
|
|
(2,303
|
)
|
||||
Net tangible and intangible assets
|
|
8,236
|
|
|
26,199
|
|
|
9,395
|
|
|
43,830
|
|
||||
Purchase price
|
|
11,175
|
|
|
61,053
|
|
|
13,503
|
|
|
85,731
|
|
||||
Goodwill
|
|
$
|
2,939
|
|
|
$
|
34,854
|
|
|
$
|
4,108
|
|
|
$
|
41,901
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tax deductible goodwill
|
|
$
|
2,939
|
|
|
$
|
—
|
|
|
$
|
4,108
|
|
|
|
(In thousands)
|
|
Gartner
|
||
Accounts receivable
|
|
$
|
5,411
|
|
Inventory
|
|
1,599
|
|
|
Property, plant, and equipment
|
|
6,705
|
|
|
Intangible assets
|
|
9,400
|
|
|
Current and non-current liabilities
|
|
(56
|
)
|
|
Due to seller
|
|
—
|
|
|
Net tangible and intangible assets
|
|
23,059
|
|
|
Purchase price
|
|
35,497
|
|
|
Goodwill
|
|
$
|
12,438
|
|
|
|
|
||
Tax deductible goodwill
|
|
$
|
12,438
|
|
(In thousands)
|
|
BASF
|
|
IMR
|
|
Total
|
||||||
Accounts receivable
|
|
$
|
—
|
|
|
$
|
2,050
|
|
|
$
|
2,050
|
|
Inventory
|
|
1,514
|
|
|
—
|
|
|
1,514
|
|
|||
Property, plant, and equipment
|
|
12,774
|
|
|
3,125
|
|
|
15,899
|
|
|||
Other current assets
|
|
—
|
|
|
133
|
|
|
133
|
|
|||
Intangible assets
|
|
3,000
|
|
|
3,830
|
|
|
6,830
|
|
|||
Current liabilities
|
|
(263
|
)
|
|
(505
|
)
|
|
(768
|
)
|
|||
Net tangible and intangible assets
|
|
17,025
|
|
|
8,633
|
|
|
25,658
|
|
|||
Purchase price
|
|
20,501
|
|
|
21,801
|
|
|
42,302
|
|
|||
Goodwill
|
|
$
|
3,476
|
|
|
$
|
13,168
|
|
|
$
|
16,644
|
|
|
|
|
|
|
|
|
||||||
Tax deductible goodwill
|
|
$
|
3,476
|
|
|
$
|
13,168
|
|
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Billed receivables:
|
|
|
|
|
||||
Trade and other receivables
|
|
$
|
444,841
|
|
|
$
|
402,891
|
|
Less: Allowance for doubtful accounts
|
|
(6,857
|
)
|
|
(7,013
|
)
|
||
Net billed receivables
|
|
437,984
|
|
|
395,878
|
|
||
Unbilled receivables:
|
|
|
|
|
||||
Recoverable costs and estimated earnings not billed
|
|
184,120
|
|
|
207,679
|
|
||
Less: Progress payments applied
|
|
(18,512
|
)
|
|
(25,244
|
)
|
||
Net unbilled receivables
|
|
165,608
|
|
|
182,435
|
|
||
Receivables, net
|
|
$
|
603,592
|
|
|
$
|
578,313
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Raw material
|
|
$
|
231,219
|
|
|
$
|
224,613
|
|
Work-in-process
|
|
114,372
|
|
|
92,761
|
|
||
Finished goods and component parts
|
|
117,444
|
|
|
107,173
|
|
||
Inventoried costs related to U.S. Government and other long-term contracts
|
|
58,796
|
|
|
38,000
|
|
||
Gross inventories
|
|
521,831
|
|
|
462,547
|
|
||
Less: Inventory reserves
|
|
(54,400
|
)
|
|
(50,333
|
)
|
||
Progress payments applied, principally related to long-term contracts
|
|
(15,344
|
)
|
|
(14,743
|
)
|
||
Inventories, net
|
|
$
|
452,087
|
|
|
$
|
397,471
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Land
|
|
$
|
24,250
|
|
|
$
|
23,252
|
|
Buildings and improvements
|
|
218,551
|
|
|
205,306
|
|
||
Machinery, equipment, and other
|
|
800,573
|
|
|
725,558
|
|
||
Property, plant, and equipment, at cost
|
|
1,043,374
|
|
|
954,116
|
|
||
Less: Accumulated depreciation
|
|
(527,656
|
)
|
|
(464,523
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
515,718
|
|
|
$
|
489,593
|
|
(In thousands)
|
|
Flow Control
|
|
Controls
|
|
Surface
Technologies
|
|
Consolidated
|
||||||||
December 31, 2011
|
|
$
|
328,219
|
|
|
$
|
385,784
|
|
|
$
|
45,439
|
|
|
$
|
759,442
|
|
Acquisitions
|
|
88,975
|
|
|
146,974
|
|
|
11,913
|
|
|
247,862
|
|
||||
Divestitures
|
|
—
|
|
|
—
|
|
|
(3,649
|
)
|
|
(3,649
|
)
|
||||
Goodwill adjustments
|
|
(707
|
)
|
|
429
|
|
|
—
|
|
|
(278
|
)
|
||||
Foreign currency translation adjustment
|
|
1,697
|
|
|
8,039
|
|
|
187
|
|
|
9,923
|
|
||||
December 31, 2012
|
|
$
|
418,184
|
|
|
$
|
541,226
|
|
|
$
|
53,890
|
|
|
$
|
1,013,300
|
|
Acquisitions
|
|
$
|
41,465
|
|
|
$
|
62,569
|
|
|
$
|
—
|
|
|
$
|
104,034
|
|
Goodwill adjustments
|
|
429
|
|
|
(3,689
|
)
|
|
525
|
|
|
(2,735
|
)
|
||||
Foreign currency translation adjustment
|
|
(1,455
|
)
|
|
(2,728
|
)
|
|
13
|
|
|
(4,170
|
)
|
||||
December 31, 2013
|
|
$
|
458,623
|
|
|
$
|
597,378
|
|
|
$
|
54,428
|
|
|
$
|
1,110,429
|
|
(In thousands, except years data)
|
|
2013
|
|
2012
|
||||||||
|
|
Amount
|
|
Years
|
|
Amount
|
|
Years
|
||||
Technology
|
|
$
|
21,101
|
|
|
13.5
|
|
$
|
46,832
|
|
|
13.9
|
Customer related intangibles
|
|
73,146
|
|
|
16.9
|
|
122,047
|
|
|
15.6
|
||
Other intangible assets
|
|
8,504
|
|
|
3.3
|
|
16,641
|
|
|
8.1
|
||
Total
|
|
$
|
102,751
|
|
|
15.1
|
|
$
|
185,520
|
|
|
14.6
|
(In thousands)
|
|
|
|
|
|
|
||||||
2012
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Technology
|
|
$
|
186,869
|
|
|
$
|
(76,067
|
)
|
|
$
|
110,802
|
|
Customer related intangibles
|
|
337,558
|
|
|
(95,880
|
)
|
|
241,678
|
|
|||
Other intangible assets
|
|
86,157
|
|
|
(19,616
|
)
|
|
66,541
|
|
|||
Total
|
|
$
|
610,584
|
|
|
$
|
(191,563
|
)
|
|
$
|
419,021
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Designated for hedge accounting
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
677
|
|
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
605
|
|
|
$
|
250
|
|
Total asset derivatives (A)
|
|
$
|
605
|
|
|
$
|
927
|
|
Liabilities
|
|
|
|
|
||||
Designated for hedge accounting
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
49,845
|
|
|
$
|
1,419
|
|
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
277
|
|
|
$
|
170
|
|
Total liability derivatives (B)
|
|
$
|
50,122
|
|
|
$
|
1,589
|
|
|
|
Gain/(Loss) on Swap
|
|
Gain/(Loss) on Borrowings
|
||||||||||||||||||||
|
|
December 31,
|
||||||||||||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Income statement classification:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (loss), net
|
|
$
|
(49,845
|
)
|
|
$
|
(742
|
)
|
|
$
|
—
|
|
|
$
|
49,845
|
|
|
$
|
742
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Forward exchange contracts:
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
$
|
(6,198
|
)
|
|
$
|
883
|
|
|
$
|
(654
|
)
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Accrued compensation
|
|
$
|
88,108
|
|
|
$
|
73,643
|
|
Accrued commissions
|
|
12,834
|
|
|
11,344
|
|
||
Accrued interest
|
|
9,730
|
|
|
4,994
|
|
||
Accrued taxes other than income taxes
|
|
4,626
|
|
|
3,109
|
|
||
Accrued insurance
|
|
4,885
|
|
|
6,062
|
|
||
Other
|
|
22,752
|
|
|
31,915
|
|
||
Total accrued expenses
|
|
$
|
142,935
|
|
|
$
|
131,067
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Warranty reserves
|
|
$
|
15,914
|
|
|
$
|
18,169
|
|
Litigation reserves
|
|
984
|
|
|
2,001
|
|
||
Additional amounts due to sellers on acquisitions
|
|
5,250
|
|
|
8,275
|
|
||
Reserves on loss contracts
|
|
4,067
|
|
|
3,152
|
|
||
Deferred tax liability
|
|
3,175
|
|
|
1,759
|
|
||
Pension and other postretirement liabilities
|
|
4,280
|
|
|
4,164
|
|
||
Environmental reserves
|
|
804
|
|
|
1,493
|
|
||
Other
|
|
3,777
|
|
|
4,201
|
|
||
Total other current liabilities
|
|
$
|
38,251
|
|
|
$
|
43,214
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Warranty reserves at January 1,
|
|
$
|
18,169
|
|
|
$
|
16,076
|
|
Provision for current year sales
|
|
8,568
|
|
|
8,437
|
|
||
Current year claims
|
|
(7,749
|
)
|
|
(4,649
|
)
|
||
Change in estimates to pre-existing warranties
|
|
(3,108
|
)
|
|
(3,168
|
)
|
||
Increase due to acquisitions
|
|
102
|
|
|
1,743
|
|
||
Foreign currency translation adjustment
|
|
(68
|
)
|
|
(270
|
)
|
||
Warranty reserves at December 31,
|
|
$
|
15,914
|
|
|
$
|
18,169
|
|
(In thousands)
|
|
Flow Control
|
|
Controls
|
|
Surface
Technologies
|
|
Consolidated
|
||||||||
Cost of sales
|
|
$
|
1,377
|
|
|
$
|
2,351
|
|
|
$
|
7,050
|
|
|
$
|
10,778
|
|
Selling expenses
|
|
430
|
|
|
—
|
|
|
—
|
|
|
430
|
|
||||
General and administrative
|
|
1,883
|
|
|
1,075
|
|
|
5,035
|
|
|
7,993
|
|
||||
Total
|
|
$
|
3,690
|
|
|
$
|
3,426
|
|
|
$
|
12,085
|
|
|
$
|
19,201
|
|
(In thousands)
|
|
Severance and
Benefits
|
|
Abandonment
of facility costs
|
|
Total
|
||||||
December 31, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provisions
|
|
7,326
|
|
|
6,887
|
|
|
14,213
|
|
|||
Payments
|
|
(6,306
|
)
|
|
(781
|
)
|
|
(7,087
|
)
|
|||
Adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 31, 2012
|
|
$
|
1,020
|
|
|
$
|
6,106
|
|
|
$
|
7,126
|
|
Provisions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payments
|
|
(774
|
)
|
|
(5,519
|
)
|
|
(6,293
|
)
|
|||
Adjustments
|
|
$
|
(246
|
)
|
|
$
|
(587
|
)
|
|
$
|
(833
|
)
|
December 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
|
$
|
97,653
|
|
|
$
|
54,941
|
|
|
$
|
94,805
|
|
Foreign
|
|
100,300
|
|
|
80,421
|
|
|
72,077
|
|
|||
|
|
$
|
197,953
|
|
|
$
|
135,362
|
|
|
$
|
166,882
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
25,732
|
|
|
$
|
18,825
|
|
|
$
|
19,771
|
|
State
|
|
6,230
|
|
|
5,086
|
|
|
5,519
|
|
|||
Foreign
|
|
22,082
|
|
|
23,033
|
|
|
19,632
|
|
|||
|
|
54,044
|
|
|
46,944
|
|
|
44,922
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
7,982
|
|
|
758
|
|
|
6,840
|
|
|||
State
|
|
644
|
|
|
(1,122
|
)
|
|
(697
|
)
|
|||
Foreign
|
|
(802
|
)
|
|
(5,172
|
)
|
|
(3,235
|
)
|
|||
|
|
7,824
|
|
|
(5,536
|
)
|
|
2,908
|
|
|||
Valuation allowance
|
|
(1,896
|
)
|
|
1,665
|
|
|
432
|
|
|||
Provision for income taxes
|
|
$
|
59,972
|
|
|
$
|
43,073
|
|
|
$
|
48,262
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|||
State and local taxes, net of federal benefit
|
|
1.9
|
|
|
1.6
|
|
|
2.1
|
|
Rate changes
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
R&D tax credits
|
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(4.7
|
)
|
Foreign earnings
(1)
|
|
(4.0
|
)
|
|
(4.3
|
)
|
|
(3.2
|
)
|
All other, net
|
|
(0.8
|
)
|
|
0.7
|
|
|
—
|
|
Effective tax rate
|
|
30.3
|
%
|
|
31.8
|
%
|
|
28.9
|
%
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Environmental reserves
|
|
$
|
9,913
|
|
|
$
|
10,086
|
|
Inventories
|
|
20,197
|
|
|
20,051
|
|
||
Postretirement/postemployment benefits
|
|
12,641
|
|
|
13,992
|
|
||
Incentive compensation
|
|
6,727
|
|
|
10,299
|
|
||
Accrued vacation pay
|
|
5,745
|
|
|
5,373
|
|
||
Warranty reserves
|
|
5,073
|
|
|
4,776
|
|
||
Share-based payments
|
|
7,718
|
|
|
9,442
|
|
||
Pension plans
|
|
43,684
|
|
|
92,736
|
|
||
Net operating loss
|
|
9,826
|
|
|
10,017
|
|
||
Other
|
|
14,793
|
|
|
17,041
|
|
||
Total deferred tax assets
|
|
136,317
|
|
|
193,813
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation
|
|
52,242
|
|
|
50,469
|
|
||
Goodwill amortization
|
|
65,644
|
|
|
53,949
|
|
||
Other intangible amortization
|
|
81,634
|
|
|
76,008
|
|
||
Other
|
|
8,196
|
|
|
4,596
|
|
||
Total deferred tax liabilities
|
|
207,716
|
|
|
185,022
|
|
||
Valuation allowance
|
|
6,321
|
|
|
8,531
|
|
||
Net deferred tax assets/(liabilities)
|
|
$
|
(77,720
|
)
|
|
$
|
260
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Net current deferred tax assets
|
|
$
|
47,650
|
|
|
$
|
50,760
|
|
Net current deferred tax liabilities
|
|
3,175
|
|
|
1,759
|
|
||
Net noncurrent deferred tax assets
|
|
1,449
|
|
|
1,709
|
|
||
Net noncurrent deferred tax liabilities
|
|
123,644
|
|
|
50,450
|
|
||
Net deferred tax assets/(liabilities)
|
|
$
|
(77,720
|
)
|
|
$
|
260
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1,
|
|
$
|
11,301
|
|
|
$
|
5,769
|
|
|
$
|
4,490
|
|
Additions for tax positions of prior periods
|
|
1,511
|
|
|
4,591
|
|
|
915
|
|
|||
Additions for tax positions related to the current year
|
|
1,768
|
|
|
1,019
|
|
|
533
|
|
|||
Settlements
|
|
(3,868
|
)
|
|
(53
|
)
|
|
(66
|
)
|
|||
Lapses of statute of limitations
|
|
(140
|
)
|
|
(28
|
)
|
|
(101
|
)
|
|||
Foreign currency translation
|
|
51
|
|
|
3
|
|
|
(2
|
)
|
|||
Balance at December 31,
|
|
$
|
10,623
|
|
|
$
|
11,301
|
|
|
$
|
5,769
|
|
United States (Federal)
|
2008
|
-
|
present
|
United States (Various states)
|
1998
|
-
|
present
|
United Kingdom
|
2006
|
-
|
present
|
Canada
|
2007
|
-
|
present
|
(In thousands)
|
|
2013
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Industrial revenue bond, due 2023
|
|
$
|
8,400
|
|
|
$
|
8,400
|
|
|
$
|
8,400
|
|
|
$
|
8,400
|
|
Revolving credit agreement, due 2017
|
|
50,000
|
|
|
50,000
|
|
|
286,800
|
|
|
286,800
|
|
||||
5.74% Senior notes due 2013
|
|
—
|
|
|
—
|
|
|
125,011
|
|
|
128,198
|
|
||||
5.51% Senior notes due 2017
|
|
150,000
|
|
|
163,059
|
|
|
150,000
|
|
|
168,491
|
|
||||
3.84% Senior notes due 2021
|
|
98,632
|
|
|
98,632
|
|
|
100,677
|
|
|
100,677
|
|
||||
3.70% Senior notes due 2023
|
|
225,000
|
|
|
209,140
|
|
|
—
|
|
|
—
|
|
||||
3.85% Senior notes due 2025
|
|
88,555
|
|
|
88,555
|
|
|
—
|
|
|
—
|
|
||||
4.24% Senior notes due 2026
|
|
173,557
|
|
|
173,557
|
|
|
198,581
|
|
|
198,581
|
|
||||
4.05% Senior notes due 2028
|
|
64,411
|
|
|
64,411
|
|
|
—
|
|
|
—
|
|
||||
4.11% Senior notes due 2028
|
|
100,000
|
|
|
89,252
|
|
|
—
|
|
|
—
|
|
||||
Other debt
|
|
1,383
|
|
|
1,383
|
|
|
10,746
|
|
|
10,746
|
|
||||
Total debt
|
|
959,938
|
|
|
946,389
|
|
|
880,215
|
|
|
901,893
|
|
||||
Less: current portion of long-term debt and short-term debt
|
|
1,334
|
|
|
1,334
|
|
|
128,225
|
|
|
128,225
|
|
||||
Total long-term debt
|
|
$
|
958,604
|
|
|
$
|
945,055
|
|
|
$
|
751,990
|
|
|
$
|
773,668
|
|
(In thousands, except stock options outstanding)
|
|
Earnings from
continuing
operations
|
|
Weighted-
Average Shares
Outstanding
|
|
Earnings per share
from continuing
operations
|
|||||
2013
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
137,981
|
|
|
46,991
|
|
|
$
|
2.94
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
921
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
137,981
|
|
|
47,912
|
|
|
$
|
2.88
|
|
2012
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
92,289
|
|
|
46,743
|
|
|
$
|
1.98
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
669
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
92,289
|
|
|
47,412
|
|
|
$
|
1.95
|
|
2011
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
118,620
|
|
|
46,372
|
|
|
$
|
2.56
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
641
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
118,620
|
|
|
47,013
|
|
|
$
|
2.52
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Non-qualified stock options
|
|
$
|
238
|
|
|
$
|
942
|
|
|
$
|
3,066
|
|
Employee Stock Purchase Plan
|
|
1,260
|
|
|
1,303
|
|
|
658
|
|
|||
Performance Share Units
|
|
3,495
|
|
|
3,179
|
|
|
2,591
|
|
|||
Restricted Share Units
|
|
1,700
|
|
|
3,237
|
|
|
2,771
|
|
|||
Other share-based payments
|
|
657
|
|
|
767
|
|
|
535
|
|
|||
Total share-based compensation expense before income taxes
|
|
$
|
7,350
|
|
|
$
|
9,428
|
|
|
$
|
9,621
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Risk-free rate
|
|
—
|
%
|
|
—
|
%
|
|
2.45
|
%
|
|||
Expected volatility
|
|
—
|
%
|
|
—
|
%
|
|
30.20
|
%
|
|||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
0.92
|
%
|
|||
Expected term (in years)
|
|
—
|
|
|
—
|
|
|
6
|
|
|||
Weighted-average grant-date fair value of options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.57
|
|
|
|
Shares
(000’s)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(000’s)
|
|||||
Outstanding at December 31, 2012
|
|
3,033
|
|
|
$
|
32.71
|
|
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
|
(715
|
)
|
|
29.09
|
|
|
|
|
|
|
||
Adjustment
|
|
19
|
|
|
19.08
|
|
|
|
|
|
|||
Forfeited
|
|
(16
|
)
|
|
35.42
|
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
2,321
|
|
|
$
|
33.69
|
|
|
4.9
|
|
$
|
66,221
|
|
|
Exercisable at December 31, 2013
|
2,321
|
|
|
$
|
33.69
|
|
|
4.9
|
|
$
|
65,969
|
|
|
|
Shares/Units
(000’s)
|
|
Weighted-
Average
Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(000’s)
|
|||||
Nonvested at December 31, 2012
|
872
|
|
|
$
|
32.12
|
|
|
|
|
|
|||
Granted
|
|
77
|
|
|
62.91
|
|
|
|
|
|
|||
Vested
|
|
(88
|
)
|
|
30.90
|
|
|
|
|
|
|||
Forfeited
|
|
(492
|
)
|
|
34.59
|
|
|
|
|
|
|||
Nonvested at December 31, 2013
|
368
|
|
|
$
|
35.52
|
|
|
2.2
|
|
$
|
22,928
|
|
|
Expected to vest at December 31, 2013
|
139
|
|
|
$
|
37.99
|
|
|
2.2
|
|
$
|
8,630
|
|
|
|
Shares/Units
(000’s)
|
|
Weighted-
Average
Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(000’s)
|
|||||
Nonvested at December 31, 2012
|
396
|
|
|
$
|
33.53
|
|
|
|
|
|
|||
Granted
|
|
75
|
|
|
44.79
|
|
|
|
|
|
|||
Vested
|
|
(78
|
)
|
|
29.88
|
|
|
|
|
|
|||
Forfeited
|
|
(74
|
)
|
|
35.83
|
|
|
|
|
|
|||
Nonvested at December 31, 2013
|
319
|
|
|
$
|
36.53
|
|
|
2.9
|
|
$
|
19,842
|
|
|
Expected to vest at December 31, 2013
|
319
|
|
|
$
|
36.53
|
|
|
2.9
|
|
$
|
19,842
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
|
$
|
40,170
|
|
|
$
|
40,274
|
|
|
$
|
36,276
|
|
|
$
|
373
|
|
|
$
|
448
|
|
|
$
|
388
|
|
Interest cost
|
|
27,777
|
|
|
26,303
|
|
|
26,361
|
|
|
839
|
|
|
939
|
|
|
1,009
|
|
||||||
Expected return on plan assets
|
|
(36,303
|
)
|
|
(33,585
|
)
|
|
(31,635
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
883
|
|
|
1,201
|
|
|
1,210
|
|
|
(638
|
)
|
|
(629
|
)
|
|
(629
|
)
|
||||||
Recognized net actuarial loss
|
|
15,013
|
|
|
11,023
|
|
|
5,464
|
|
|
(614
|
)
|
|
(682
|
)
|
|
(901
|
)
|
||||||
Cost of settlements/curtailments
|
|
13
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
|
$
|
47,553
|
|
|
$
|
45,216
|
|
|
$
|
37,870
|
|
|
$
|
(40
|
)
|
|
$
|
76
|
|
|
$
|
(133
|
)
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
705,022
|
|
|
$
|
597,146
|
|
|
$
|
23,391
|
|
|
$
|
21,467
|
|
Service cost
|
|
40,170
|
|
|
40,274
|
|
|
373
|
|
|
448
|
|
||||
Interest cost
|
|
27,777
|
|
|
26,303
|
|
|
839
|
|
|
939
|
|
||||
Plan participants’ contributions
|
|
2,331
|
|
|
2,381
|
|
|
350
|
|
|
91
|
|
||||
Amendments
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
(62,534
|
)
|
|
55,833
|
|
|
(2,752
|
)
|
|
(377
|
)
|
||||
Benefits paid
|
|
(34,253
|
)
|
|
(37,180
|
)
|
|
(1,419
|
)
|
|
(1,286
|
)
|
||||
Business combinations
|
|
5,809
|
|
|
17,218
|
|
|
—
|
|
|
2,109
|
|
||||
Special termination benefits
|
|
533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailments/ settlements
|
|
(9,713
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actual expenses
|
|
(2,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
1,256
|
|
|
3,047
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
674,192
|
|
|
$
|
705,022
|
|
|
$
|
20,416
|
|
|
$
|
23,391
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
460,202
|
|
|
$
|
383,149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
82,863
|
|
|
52,975
|
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
48,074
|
|
|
45,230
|
|
|
1,069
|
|
|
1,195
|
|
||||
Plan participants’ contributions
|
|
2,331
|
|
|
2,381
|
|
|
350
|
|
|
91
|
|
||||
Business combinations
|
|
—
|
|
|
10,983
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(34,253
|
)
|
|
(37,180
|
)
|
|
(1,419
|
)
|
|
(1,286
|
)
|
||||
Settlements
|
|
(2,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
1,556
|
|
|
2,664
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
558,567
|
|
|
$
|
460,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
|
$
|
(115,625
|
)
|
|
$
|
(244,820
|
)
|
|
$
|
(20,416
|
)
|
|
$
|
(23,391
|
)
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Amounts recognized on the balance sheet
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
7,142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(2,620
|
)
|
|
(2,469
|
)
|
|
(1,659
|
)
|
|
(1,695
|
)
|
||||
Noncurrent liabilities
|
|
(120,147
|
)
|
|
(242,351
|
)
|
|
(18,757
|
)
|
|
(21,696
|
)
|
||||
Total
|
|
$
|
(115,625
|
)
|
|
$
|
(244,820
|
)
|
|
$
|
(20,416
|
)
|
|
$
|
(23,391
|
)
|
Amounts recognized in accumulated other comprehensive income (AOCI)
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
69,355
|
|
|
$
|
201,218
|
|
|
$
|
(12,350
|
)
|
|
$
|
(10,212
|
)
|
Prior service cost
|
|
2,537
|
|
|
5,612
|
|
|
(5,343
|
)
|
|
(5,615
|
)
|
||||
Total
|
|
$
|
71,892
|
|
|
$
|
206,830
|
|
|
$
|
(17,693
|
)
|
|
$
|
(15,827
|
)
|
Amounts in AOCI expected to be recognized in net periodic cost in the coming year:
|
|
|
|
|
|
|
|
|
||||||||
Loss (gain) recognition
|
|
$
|
5,933
|
|
|
$
|
17,112
|
|
|
$
|
(811
|
)
|
|
$
|
(639
|
)
|
Prior service cost recognition
|
|
$
|
631
|
|
|
$
|
1,201
|
|
|
$
|
(657
|
)
|
|
$
|
(629
|
)
|
Accumulated benefit obligation
|
|
$
|
641,892
|
|
|
$
|
644,483
|
|
|
N/A
|
|
|
N/A
|
|
||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
604,515
|
|
|
$
|
639,745
|
|
|
N/A
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
|
528,148
|
|
|
592,660
|
|
|
N/A
|
|
|
N/A
|
|
||||
Fair value of plan assets
|
|
473,078
|
|
|
398,687
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted-average assumptions in determination of benefit obligation:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.62
|
%
|
|
3.95
|
%
|
|
4.47
|
%
|
|
3.70
|
%
|
Rate of compensation increase
|
|
3.94
|
%
|
|
3.94
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trends:
|
|
|
|
|
|
|
|
|
||||
Rate assumed for subsequent year
|
|
N/A
|
|
|
N/A
|
|
|
8.00
|
%
|
|
8.00
|
%
|
Ultimate rate reached in 2019 and 2014, respectively
|
|
N/A
|
|
|
N/A
|
|
|
5.00
|
%
|
|
5.50
|
%
|
Weighted-average assumptions in determination of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.95
|
%
|
|
4.46
|
%
|
|
3.70
|
%
|
|
4.48
|
%
|
Expected return on plan assets
|
|
7.91
|
%
|
|
8.02
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
3.94
|
%
|
|
3.96
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trends:
|
|
|
|
|
|
|
|
|
||||
Rate assumed for subsequent year
|
|
N/A
|
|
|
N/A
|
|
|
8.00
|
%
|
|
8.00
|
%
|
Ultimate rate reached in 2019 and 2014, respectively
|
|
N/A
|
|
|
N/A
|
|
|
5.00
|
%
|
|
5.50
|
%
|
(In thousands)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Total service and interest cost components
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
Postretirement benefit obligation
|
|
$
|
93
|
|
|
$
|
(83
|
)
|
|
|
As of December 31,
|
|
Target
|
|
Expected
|
||
|
|
2013
|
|
2012
|
|
Exposure
|
|
Range
|
Asset class
|
|
|
|
|
|
|
|
|
Domestic equities
|
|
52%
|
|
50%
|
|
50%
|
|
40%-60%
|
International equities
|
|
15%
|
|
15%
|
|
15%
|
|
10%-20%
|
Total equity
|
|
67%
|
|
65%
|
|
65%
|
|
55%-75%
|
Fixed income
|
|
31%
|
|
33%
|
|
35%
|
|
25%-45%
|
Asset Category
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
$
|
17,657
|
|
|
$
|
1,887
|
|
|
$
|
15,770
|
|
|
$
|
—
|
|
Equity securities- Mutual funds (a)
|
|
282,772
|
|
|
238,746
|
|
|
44,026
|
|
|
—
|
|
||||
Bond funds (b)
|
|
148,128
|
|
|
101,050
|
|
|
47,078
|
|
|
—
|
|
||||
Insurance Contracts (c)
|
|
10,917
|
|
|
—
|
|
|
—
|
|
|
10,917
|
|
||||
Other (d)
|
|
728
|
|
|
—
|
|
|
—
|
|
|
728
|
|
||||
December 31, 2012
|
|
$
|
460,202
|
|
|
$
|
341,683
|
|
|
$
|
106,874
|
|
|
$
|
11,645
|
|
Cash and cash equivalents
|
|
$
|
17,951
|
|
|
$
|
1,638
|
|
|
$
|
16,313
|
|
|
$
|
—
|
|
Equity securities- Mutual funds (a)
|
|
360,691
|
|
|
307,220
|
|
|
53,471
|
|
|
—
|
|
||||
Bond funds (b)
|
|
168,348
|
|
|
115,988
|
|
|
52,360
|
|
|
—
|
|
||||
Insurance Contracts (c)
|
|
10,795
|
|
|
—
|
|
|
—
|
|
|
10,795
|
|
||||
Other (d)
|
|
782
|
|
|
—
|
|
|
—
|
|
|
782
|
|
||||
December 31, 2013
|
|
$
|
558,567
|
|
|
$
|
424,846
|
|
|
$
|
122,144
|
|
|
$
|
11,577
|
|
|
|
Insurance
Contracts
|
|
Other
|
|
Total
|
||||||
December 31, 2011
|
|
$
|
10,081
|
|
|
$
|
612
|
|
|
$
|
10,693
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
151
|
|
|
42
|
|
|
193
|
|
|||
Relating to assets sold during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, and settlements
|
|
429
|
|
|
57
|
|
|
486
|
|
|||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
256
|
|
|
17
|
|
|
273
|
|
|||
December 31, 2012
|
|
$
|
10,917
|
|
|
$
|
728
|
|
|
$
|
11,645
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
162
|
|
|
35
|
|
|
197
|
|
|||
Relating to assets sold during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, and settlements
|
|
(542
|
)
|
|
—
|
|
|
(542
|
)
|
|||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
258
|
|
|
19
|
|
|
277
|
|
|||
December 31, 2013
|
|
$
|
10,795
|
|
|
$
|
782
|
|
|
$
|
11,577
|
|
(In thousands)
|
|
Pension
Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||
2014
|
|
$
|
43,128
|
|
|
$
|
1,660
|
|
|
$
|
44,788
|
|
2015
|
|
44,257
|
|
|
1,625
|
|
|
45,882
|
|
|||
2016
|
|
46,498
|
|
|
1,572
|
|
|
48,070
|
|
|||
2017
|
|
47,386
|
|
|
1,541
|
|
|
48,927
|
|
|||
2018
|
|
49,570
|
|
|
1,531
|
|
|
51,101
|
|
|||
2019 — 2023
|
|
274,227
|
|
|
7,188
|
|
|
281,415
|
|
(In thousands)
|
Rental
Commitments
|
||
2014
|
$
|
32,970
|
|
2015
|
29,804
|
|
|
2016
|
25,879
|
|
|
2017
|
22,439
|
|
|
2018
|
18,108
|
|
|
Thereafter
|
82,218
|
|
|
Total
|
$
|
211,418
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Flow Control
|
|
$
|
1,299,697
|
|
|
$
|
1,095,349
|
|
|
$
|
1,060,785
|
|
Controls
|
|
904,170
|
|
|
735,085
|
|
|
714,309
|
|
|||
Surface Technologies
|
|
314,497
|
|
|
277,430
|
|
|
247,989
|
|
|||
Less: Intersegment Revenues
|
|
(7,593
|
)
|
|
(10,148
|
)
|
|
(6,341
|
)
|
|||
Total Consolidated
|
|
$
|
2,510,771
|
|
|
$
|
2,097,716
|
|
|
$
|
2,016,742
|
|
Operating income (expense)
|
|
|
|
|
|
|
||||||
Flow Control
|
|
$
|
116,510
|
|
|
$
|
78,779
|
|
|
$
|
103,421
|
|
Controls
|
|
108,558
|
|
|
86,515
|
|
|
75,423
|
|
|||
Surface Technologies
|
|
50,992
|
|
|
27,494
|
|
|
31,476
|
|
|||
Corporate and Eliminations
(1)
|
|
(42,441
|
)
|
|
(31,342
|
)
|
|
(23,466
|
)
|
|||
Total Consolidated
|
|
$
|
233,619
|
|
|
$
|
161,446
|
|
|
$
|
186,854
|
|
Segment assets
|
|
|
|
|
|
|
||||||
Flow Control
|
|
$
|
1,581,357
|
|
|
$
|
1,417,047
|
|
|
$
|
1,257,142
|
|
Controls
|
|
1,517,773
|
|
|
1,365,112
|
|
|
1,016,935
|
|
|||
Surface Technologies
|
|
309,473
|
|
|
302,079
|
|
|
286,084
|
|
|||
Corporate
|
|
49,671
|
|
|
30,350
|
|
|
75,386
|
|
|||
Total Consolidated
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
|
$
|
2,635,547
|
|
Capital expenditures
|
|
|
|
|
|
|
||||||
Flow Control
|
|
$
|
30,789
|
|
|
$
|
27,612
|
|
|
$
|
34,655
|
|
Controls
|
|
16,993
|
|
|
25,199
|
|
|
32,839
|
|
|||
Surface Technologies
|
|
21,243
|
|
|
24,405
|
|
|
14,572
|
|
|||
Corporate
|
|
3,217
|
|
|
5,738
|
|
|
2,256
|
|
|||
Total Consolidated
|
|
$
|
72,242
|
|
|
$
|
82,954
|
|
|
$
|
84,322
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Earnings before taxes:
|
|
|
|
|
|
|
||||||
Total segment operating income
|
|
$
|
276,060
|
|
|
$
|
192,788
|
|
|
$
|
210,320
|
|
Corporate and administrative
|
|
(42,441
|
)
|
|
(31,342
|
)
|
|
(23,466
|
)
|
|||
Interest expense
|
|
(37,020
|
)
|
|
(26,329
|
)
|
|
(20,834
|
)
|
|||
Other income, net
|
|
1,354
|
|
|
245
|
|
|
862
|
|
|||
Total consolidated earnings before tax
|
|
$
|
197,953
|
|
|
$
|
135,362
|
|
|
$
|
166,882
|
|
Assets:
|
|
|
|
|
|
|
||||||
Total assets for reportable segments
|
|
$
|
3,408,603
|
|
|
$
|
3,084,238
|
|
|
$
|
2,560,161
|
|
Non-segment cash
|
|
2,862
|
|
|
550
|
|
|
227
|
|
|||
Other assets
|
|
46,809
|
|
|
29,800
|
|
|
75,159
|
|
|||
Total consolidated assets
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
|
$
|
2,635,547
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
1,773,108
|
|
|
$
|
1,451,166
|
|
|
$
|
1,409,353
|
|
United Kingdom
|
|
143,121
|
|
|
153,093
|
|
|
139,002
|
|
|||
Canada
|
|
83,965
|
|
|
83,027
|
|
|
81,498
|
|
|||
Other foreign countries
|
|
510,577
|
|
|
410,430
|
|
|
386,889
|
|
|||
Consolidated total
|
|
$
|
2,510,771
|
|
|
$
|
2,097,716
|
|
|
$
|
2,016,742
|
|
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
365,691
|
|
|
$
|
352,615
|
|
|
$
|
327,989
|
|
United Kingdom
|
|
43,434
|
|
|
43,341
|
|
|
38,859
|
|
|||
Canada
|
|
27,975
|
|
|
31,740
|
|
|
31,914
|
|
|||
Other foreign countries
|
|
78,618
|
|
|
61,897
|
|
|
43,966
|
|
|||
Consolidated total
|
|
$
|
515,718
|
|
|
$
|
489,593
|
|
|
$
|
442,728
|
|
|
|
|
||||||||||
|
|
Foreign currency translation adjustments, net
|
|
Total pension and postretirement adjustments, net
|
|
Accumulated other comprehensive income (loss)
|
||||||
December 31, 2011
|
|
$
|
39,768
|
|
|
$
|
(104,899
|
)
|
|
$
|
(65,131
|
)
|
Current period other comprehensive income
|
|
25,954
|
|
|
(16,331
|
)
|
|
9,623
|
|
|||
December 31, 2012
|
|
$
|
65,722
|
|
|
$
|
(121,230
|
)
|
|
$
|
(55,508
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
|
(6,619
|
)
|
|
76,705
|
|
|
70,086
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
(1)
|
|
—
|
|
|
10,681
|
|
|
10,681
|
|
|||
Net current period other comprehensive income (loss)
|
|
(6,619
|
)
|
|
87,386
|
|
|
80,767
|
|
|||
December 31, 2013
|
|
$
|
59,103
|
|
|
$
|
(33,844
|
)
|
|
$
|
25,259
|
|
(1)
|
All amounts are after tax.
|
|
|
|
|||||
|
|
|
Amount reclassified from Accumulated other comprehensive income (loss)
|
|
Affected line item in the statement where net earnings is presented
|
||
Defined benefit pension plan
|
|
|
|
|
|
||
Amortization of prior service costs
|
|
|
(245
|
)
|
|
(1)
|
|
Amortization of actuarial losses
|
|
|
(14,399
|
)
|
|
(1)
|
|
Curtailments
|
|
|
(2,178
|
)
|
|
|
|
|
|
|
(16,822
|
)
|
|
Total before tax
|
|
|
|
|
6,141
|
|
|
Income tax benefit
|
|
Total reclassifications
|
|
|
$
|
(10,681
|
)
|
|
Net of tax
|
(1)
|
These items are included in the computation of net periodic pension cost. See Note 17, Pension and Other Postretirement Benefit Plans.
|
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
592,687
|
|
|
$
|
617,687
|
|
|
$
|
600,667
|
|
|
$
|
699,730
|
|
Gross profit
|
|
183,707
|
|
|
201,014
|
|
|
194,702
|
|
|
231,670
|
|
||||
Earnings from continuing operations
|
|
20,943
|
|
|
33,370
|
|
|
36,361
|
|
|
47,307
|
|
||||
Earnings (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings
|
|
20,943
|
|
|
33,370
|
|
|
36,361
|
|
|
47,307
|
|
||||
Earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
0.77
|
|
|
$
|
1.00
|
|
Diluted earnings per share
|
|
0.44
|
|
|
0.70
|
|
|
0.76
|
|
|
0.97
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
501,661
|
|
|
$
|
526,386
|
|
|
$
|
479,222
|
|
|
$
|
590,447
|
|
Gross profit
|
|
159,274
|
|
|
164,007
|
|
|
141,416
|
|
|
194,046
|
|
||||
Earnings from continuing operations
|
|
19,842
|
|
|
22,835
|
|
|
11,443
|
|
|
38,169
|
|
||||
Earnings from discontinued operations
|
|
21,470
|
|
|
(95
|
)
|
|
(144
|
)
|
|
324
|
|
||||
Net earnings
|
|
41,312
|
|
|
22,740
|
|
|
11,299
|
|
|
38,493
|
|
||||
Basic earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.42
|
|
|
$
|
0.49
|
|
|
$
|
0.24
|
|
|
$
|
0.82
|
|
Earnings from discontinued operations
|
|
0.46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
0.88
|
|
|
$
|
0.49
|
|
|
$
|
0.24
|
|
|
$
|
0.82
|
|
Diluted earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
Earnings from discontinued operations
|
|
0.45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
0.87
|
|
|
$
|
0.48
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
(a)
|
Financial Statements and Footnotes
|
|
Page
|
|
||||||
|
1.
|
|
The following are documents filed as part of this report in Part II, Item 8:
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
2.
|
|
Financial Statement Schedule
|
|
|
|
|
|
|
|
|
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
|
|
|
|
|
|
|
|
(b)
|
Exhibits
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
|
|
||
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Filing Date
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, by and between the Registrant and CW Merger Sub, Inc.
|
|
8-K
|
|
February 3, 2005
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
8-A/A
|
|
May 24, 2005
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws
|
|
8-K
|
|
February 13, 2014
|
|
|
|
|
3.3
|
|
Form of stock certificate for Common Stock
|
|
8-K
|
|
November 17, 2008
|
|
|
|
|
4.1
|
|
Agreement to furnish to the Commission upon request a copy of any long-term debt instrument where the amount of the securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.
|
|
10-K
|
|
December 31, 1985
|
|
|
|
|
10.1
|
|
Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010.*
|
|
14A
|
|
March 19, 2010
|
|
|
|
|
10.2
|
|
Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant.*
|
|
10-K
|
|
March 7, 2006
|
|
|
|
|
10.3
|
|
Revised Standard Employment Severance Agreement with Senior Management of the Registrant.*
|
|
10-Q
|
|
August 15, 2001
|
|
|
|
|
10.4
|
|
Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.5
|
|
Instrument of Amendment No. 1 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.6
|
|
Amended and Restated Curtiss-Wright Corporation Retirement Plan and Instrument of Amendment No. 1, as amended through January 1, 2010. *
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.7
|
|
Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.8
|
|
Instrument of Amendment No. 3 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.9
|
|
Instrument of Amendment No. 4 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.10
|
|
Instrument of Amendment No. 5 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.11
|
|
Instrument of Amendment No. 6 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.12
|
|
Instrument of Amendment No. 7 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.13
|
|
Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.14
|
|
Instrument of Amendment No. 1 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.15
|
|
Instrument of Amendment No. 2 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.16
|
|
Instrument of Amendment No. 3 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.17
|
|
Instrument of Amendment No. 4 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.18
|
|
Instrument of Amendment No. 5 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.19
|
|
Instrument of Amendment No. 6 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.20
|
|
Form of indemnification Agreement entered into by the Registrant with each of its directors.
|
|
10-Q
|
|
May 7, 2012
|
|
|
|
|
10.21
|
|
Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.22
|
|
Instrument of Amendment No.1 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010, dated January 1, 2010.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.23
|
|
Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010, dated January 1, 2010.*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.24
|
|
Instrument of Amendment No.3 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010, dated January 1, 2010.*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.25
|
|
Instrument of Amendment No.4 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010, dated January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.26
|
|
Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors.*
|
|
14A
|
|
April 5, 2005
|
|
|
|
|
10.27
|
|
Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006.*
|
|
10-K
|
|
February 27, 2007
|
|
|
|
|
10.28
|
|
Instrument of Amendment No. 1 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 2008.*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.29
|
|
Change In Control Severance Protection Agreement, dated July 9, 2001, between the Registrant and Chief Executive Officer of the Registrant.*
|
|
10-Q
|
|
November 15, 2001
|
|
|
|
|
10.30
|
|
Letter Agreement dated March 20, 2012 between Registrant and Chief Executive Officer of the Registrant *
|
|
8-K
|
|
March 23, 2012
|
|
|
|
|
10.31
|
|
Standard Change In Control Severance Protection Agreement, dated July 9, 2001, between the Registrant and Key Executives of the Registrant.*
|
|
10-Q
|
|
November 15, 2001
|
|
|
|
|
10.32
|
|
Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association.*
|
|
10-Q
|
|
May 13, 1998
|
|
|
|
|
10.33
|
|
Curtiss-Wright Corporation Employee Stock Purchase Plan.*
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.34
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated September 25, 2003.
|
|
8-K
|
|
October 3, 2003
|
|
|
|
|
10.35
|
|
Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated September 25, 2003.
|
|
8-K
|
|
October 3, 2003
|
|
|
|
|
10.36
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 1, 2005.
|
|
8-K
|
|
December 5, 2005
|
|
|
|
|
10.37
|
|
Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 1, 2005.
|
|
8-K
|
|
December 5, 2005
|
|
|
|
|
10.38
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011.
|
|
8-K
|
|
December 13, 2011
|
|
|
|
|
10.39
|
|
Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011.
|
|
8-K
|
|
December 13, 2011
|
|
|
|
|
10.40
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013.
|
|
8-K
|
|
February 27, 2013
|
|
|
|
|
10.41
|
|
Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013.
|
|
8-K
|
|
February 27, 2013
|
|
|
|
|
10.42
|
|
Incentive Compensation Plan, as amended November 15, 2010. *
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.43
|
|
Restricted Stock Unit Agreement, dated October 9, 2006, by and between the Registrant and David Adams. *
|
|
8-K
|
|
October 16, 2006
|
|
|
|
|
10.44
|
|
Restricted Stock Unit Agreement, dated October 23, 2007, by and between the Registrant and David Adams. *
|
|
8-K
|
|
October 25, 2007
|
|
|
|
|
10.45
|
|
Third Amended and Restated Credit Agreement dated as of August 9, 2012 among the Registrant, and Certain Subsidiaries as Borrowers; the Lenders parties thereto; Bank of America, N.A., as Administrative Agent; Swingline Lender, and L/C Issuer; J.P. Morgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents; and RBS Citizens, N.A., as Documentation Agent
|
|
8-K
|
|
August 13, 2012
|
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
X
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
X
|
|
|
31.1
|
|
Certification of David C. Adams, President and CEO, Pursuant to Rule 13a - 14(a).
|
|
|
|
|
|
X
|
|
|
31.2
|
|
Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to Rule 13a - 14(a).
|
|
|
|
|
|
X
|
|
|
32
|
|
Certification of David C. Adams, President and CEO and Glenn E. Tynan, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Indicates contract or compensatory plan or arrangement
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to Other
Accounts
(Describe)
|
|
|
|
Deductions
(Describe)
|
|
|
|
Balance at
End of Period
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for inventory obsolescence
|
|
$
|
50,333
|
|
|
$
|
16,291
|
|
|
$
|
771
|
|
|
(A)
|
|
$
|
12,995
|
|
|
(B)
|
|
$
|
54,400
|
|
Reserves for doubtful accounts
|
|
7,013
|
|
|
4,038
|
|
|
327
|
|
|
(A)
|
|
4,521
|
|
|
(C)
|
|
6,857
|
|
|||||
Tax valuation allowance
|
|
8,531
|
|
|
(1,896
|
)
|
|
(314
|
)
|
|
(A)
|
|
—
|
|
|
|
|
6,321
|
|
|||||
Total
|
|
$
|
65,877
|
|
|
$
|
18,433
|
|
|
$
|
784
|
|
|
|
|
$
|
17,516
|
|
|
|
|
$
|
67,578
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for inventory obsolescence
|
|
$
|
48,547
|
|
|
$
|
11,842
|
|
|
$
|
3,113
|
|
|
(A)
|
|
$
|
13,169
|
|
|
(B)
|
|
$
|
50,333
|
|
Reserves for doubtful accounts
|
|
6,880
|
|
|
5,301
|
|
|
557
|
|
|
(A)
|
|
5,725
|
|
|
(C)
|
|
7,013
|
|
|||||
Tax valuation allowance
|
|
5,518
|
|
|
1,665
|
|
|
1,348
|
|
|
(A)
|
|
—
|
|
|
|
|
8,531
|
|
|||||
Total
|
|
$
|
60,945
|
|
|
$
|
18,808
|
|
|
$
|
5,018
|
|
|
|
|
$
|
18,894
|
|
|
|
|
$
|
65,877
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for inventory obsolescence
|
|
$
|
41,596
|
|
|
$
|
12,038
|
|
|
$
|
1,948
|
|
|
(A)
|
|
$
|
7,035
|
|
|
(B)
|
|
$
|
48,547
|
|
Reserves for doubtful accounts
|
|
3,972
|
|
|
4,258
|
|
|
836
|
|
|
(A)
|
|
2,186
|
|
|
(C)
|
|
6,880
|
|
|||||
Tax valuation allowance
|
|
4,974
|
|
|
432
|
|
|
112
|
|
|
(A)
|
|
—
|
|
|
|
|
5,518
|
|
|||||
Total
|
|
$
|
50,542
|
|
|
$
|
16,728
|
|
|
$
|
2,896
|
|
|
|
|
$
|
9,221
|
|
|
|
|
$
|
60,945
|
|
A.
|
Primarily foreign currency translation adjustments.
|
B.
|
Write-off and sale of obsolete inventory.
|
C.
|
Write-off of bad debt and collections on previously reserved accounts.
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Retirement Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
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2.
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The Plan consists of two separate components: the EMD Component, which applies to eligible employees of Curtiss-Wright Electro-Mechanical Corporation as provided in the EMD appendix to the Plan (the “EMD Component”), and the CWC Component, which applies to other employees eligible to participate in the Plan (the “CWC Component”).
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3.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the CWC Component for the following reasons:
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a.
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To reflect the terms of a new collective bargaining agreement covering employees of the Company’s MIC Vernon operations that increases their benefit formula with respect to credited service earned on or after January 1, 2013;
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b.
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To confirm that employees at the Company’s recently acquired Williams Controls, Inc. operations and facilities are not eligible to participate in the Plan while employed at such operations and facilities;
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c.
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To confirm that employees at the Company’s recently acquired Exlar Corporation operations and facilities are not eligible to participate in the Plan while employed at such operations and facilities;
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d.
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To provide that certain former employees of F.W. Gartner Thermal Spraying, Ltd. receive prior service credit for eligibility and vesting purposes;
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e.
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To make clarifying changes that correct a certain cross-reference;
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f.
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To provide for the cessation of pay-based credits to the cash balance portion of the CWC Component after December 31, 2013; and
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g.
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To provide for the cessation of accruals to the final average pay portion of the CWC Component after December 31, 2028.
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4.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the EMD Component to provide that the accrual of benefits under the career accumulation method for participants other than collectively bargained employees will cease after December 31, 2028.
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5.
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Articles 12.01 and 12.02 of the CWC Component permit the Company to amend the CWC Component, by written resolution, at any time and from time to time.
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6.
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Article 11.02(b) of the CWC Component authorizes the Curtiss-Wright Corporation Administrative Committee (the “Administrative Committee”) to adopt certain CWC Component amendments on behalf of the Company.
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7.
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Section 18.A of the EMD Component permits the Company, acting by written resolution of its Board of Directors (the “Board”) or a duly authorized delegate of the Board, to amend the EMD Component at any time and from time to time.
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8.
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Section 12.B.2 of the EMD Component authorizes the Administrative Committee to adopt certain EMD Component amendments on behalf of the Company.
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1.
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Effective January 1, 2014, Article 1.06 (“’Average Compensation’”) is amended by adding a new paragraph at the end thereof, to read as follows:
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2.
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Effective January 1, 2014, Article 1.13 (“‘Covered Compensation’”) is amended by adding a new sentence at the end thereof, to read as follows:
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3.
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Effective January 1, 2014, Article 2.01(a) (“Eligibility for Participation”) is amended by adding a new paragraph at the end thereof, to read as follows:
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4.
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Effective January 1, 2014, Article 4.02 (“Pay Based Credits”) is amended and restated in its entirety to read as follows:
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5.
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Effective January 1, 2014, Article 6.01(b) (“Service After August 31, 1994”) is amended and restated in its entirety to read as follows:
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6.
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Effective January 1, 2013, Article 9.02(a)(vii) (“Metal Improvement Company, LLC - Vernon Division”) of the CWC Component is amended by adding new paragraph (H) at the end thereof to read as follows:
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(H)
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With benefits commencing on and after January 1, 2013, $19.00 multiplied by his years of credited service on and after January 1, 2013, for any pension payments due for months commencing on and after January 1, 2013.
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7.
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Effective January 1, 2013, Schedule B of the CWC Component is amended by revising the title thereof to read as follows:
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8.
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Effective January 1, 2013, Schedule J of the CWC Component is amended by adding new paragraphs 50, 51, and 52 at the end thereof to read, respectively, as follows:
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(a)
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Notwithstanding any provision in this Plan to the contrary, the following rules shall apply to an Employee hired on January 3, 2013, whose immediate prior service was with F.W. Gartner Thermal Spraying, Ltd. or an affiliate thereof (“Gartner”) and who was employed by such entity at such date:
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(i)
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Such an Employee shall be eligible to participate in the Plan following the date he or she completes his or her Year of Eligibility Service, which Year of Eligibility Service shall include such prior service, and shall remain eligible so long as he or she continues to satisfy the eligibility requirements in Article 2.01, provided, however, that such an Employee shall not accrue any benefits under the Plan, except for benefits determined in accordance with Article 4.
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(ii)
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For purposes of determining Vesting Years of Service, vesting service shall commence with his or her most recent date of hire with Gartner immediately prior to its acquisition by Curtiss‑Wright Corporation.
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(b)
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Notwithstanding any provision in this Plan to the contrary, an Employee at the Gartner operations and facilities acquired by the Company, who is not an Employee described in paragraph (a), shall be eligible to become a Participant in accordance with Article 2.01, but shall not accrue any benefits under the Plan, except for benefits determined in accordance with Article 4.
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F.
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For purposes of Section 4.A.1.(c), an Employee described in Section 1.18(i) shall not be credited with Credited Service for periods of service or hours worked, whichever is applicable, subsequent to December 31, 2028.
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Retirement Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
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2.
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The Plan consists of two separate components: the EMD Component, which applies to eligible employees of Curtiss-Wright Electro-Mechanical Corporation as provided in the EMD appendix to the Plan, and the CWC Component, which applies to other employees eligible to participate in the Plan (the “CWC Component”).
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3.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the CWC Component to reflect the terms of a new collective bargaining agreement covering employees of Metal Improvement Company - Lynwood Division that increases their benefit formula with respect to credited service earned on or after August 1, 2013.
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4.
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Articles 12.01 and 12.02 of the CWC Component permit the Company to amend the CWC Component, by written resolution, at any time and from time to time.
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5.
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Article 11.02(b) of the CWC Component authorizes the Curtiss-Wright Corporation Administrative Committee to adopt certain CWC Component amendments on behalf of the Company.
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(E)
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With benefits commencing on or after August 1, 2013, $18.00 multiplied by his Years of Credited Service on or after August 1, 2013, for any pension payments due for months commencing on or after August 1, 2013.
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(F)
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With benefits commencing on or after August 1, 2014, $19.00 multiplied by his Years of Credited Service on or after August 1, 2014, for any pension payments due for months commencing on or after August 1, 2014.
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(G)
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With benefits commencing on or after August 1, 2015, $20.00 multiplied by his Years of Credited Service on or after August 1, 2015, for any pension payments due for months commencing on or after August 1, 2015.
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Retirement Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
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2.
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The Plan consists of two separate components: the EMD Component, which applies to eligible employees of Curtiss-Wright Electro-Mechanical Corporation as provided in the EMD appendix to the Plan, and the CWC Component, which applies to other employees eligible to participate in the Plan (the “CWC Component”).
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3.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the CWC Component to provide that employees will not earn benefits after their transfer from a nonrepresented position to a represented position covered by a collective bargaining agreement that does not provide for coverage under the Plan.
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4.
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Articles 12.01 and 12.02 of the CWC Component permit the Company to amend the CWC Component, by written resolution, at any time and from time to time.
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5.
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Article 11.02(b) of the CWC Component authorizes the Curtiss-Wright Corporation Administrative Committee to adopt certain CWC Component amendments on behalf of the Company.
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1.
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Effective January 1, 2014, Article 2.01 is amended by adding the following paragraph (i) to read as follows:
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(i)
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An Employee who has transferred from a nonrepresented position to a position represented by a union that has not negotiated a benefit under this Plan pursuant to the provisions of Article 16(d)(i)(A) after December 31, 2013 shall not be eligible to accrue benefits in accordance with the provisions of Article 6 on or after the date of such transfer.
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2.
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Effective January 1, 2014, Article 16(d)(i)(A) is amended in its entirety to read as follows:
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(A)
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Credited Service for Benefit Accrual Purposes
. All service with the Company or an Affiliated Company in such transferred position shall be included in determining the Employee’s years of Credited Service for purposes of determining the amount of the Employee’s benefit under Article 6 except that any service rendered while the Employee is eligible to accrue benefits under Article 9, would be eligible to accrue benefits under Article 9 but for the fact that his employment is covered by a collective bargaining agreement to which the Company is a party and that does not provide for coverage under the Plan or is eligible to participate in another qualified defined benefit pension plan shall be excluded.
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
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2.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan for the following reasons (capitalized terms used but not defined herein are as defined in the Plan):
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a.
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To provide that any employee of AP Services, LLC (“AP”) who became an Employee under the Plan as of November 5, 2012, and any other eligible Employee who is employed by the Company on or before December 31, 2012, at the operations and facilities that were acquired by the Company from AP, will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after January 1, 2013, and will be covered by the Plan’s Automatic Contribution Arrangement;
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b.
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To provide that any Employees who were acquired from AP will receive eligibility and vesting credit under the Plan for their prior service with AP, based on their most recent date of hire with AP prior to November 5, 2012;
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c.
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To provide for the merger of the AP Services, LLC Employees Profit Sharing Plan into the Plan effective on or about July 1, 2013;
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d.
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To provide that any employee of Cimarron Energy Inc. (“Cimarron”) who became an Employee under the Plan as of November 26, 2012, and any other eligible Employee who is employed by the Company on or before March 31, 2013, at the operations and facilities that were acquired by the Company from Cimarron (“Cimarron Employees”), will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after April 1, 2013, and will not be covered by the Plan’s Automatic Contribution Arrangement;
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e.
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To provide that Cimarron Employees will be eligible to receive discretionary Matching Contributions not exceeding 100% of the first 2% of the Cimarron Employee’s Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After‑Tax Contributions under the Plan, which Matching Contributions will be subject to a five-year graded vesting schedule (20% per year of Vesting Service) but with 100% vesting if their employment terminates due to death or Disability or after they attain age 65;
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f.
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To provide that any Employees who were acquired from Cimarron will receive eligibility and vesting credit under the Plan for their prior service with Cimarron, based on their most recent date of hire with Cimarron prior to November 26, 2012;
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g.
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To provide for the merger of the Cimarron Energy Inc. Retirement Savings Plan into the Plan effective on or about October 1, 2013; and
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h.
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To provide that hardship withdrawals on or after May 6, 2013, will be permitted only if Members satisfy certain “safe harbor” criteria established by the Internal Revenue Service.
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3.
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Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.
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4.
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Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.
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5.
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Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.
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1.
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Effective January 1, 2013, the first paragraph of the Preamble is amended by adding a new sentence at the end thereof to read as follows:
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2.
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Effective April 1, 2013, Section 1.32 is amended in its entirety to read as follows:
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1.32
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“Matching Contributions”
means (a) amounts contributed pursuant to Section 3.07(a) prior to September 1, 1994, at which time such Matching Contributions ceased, and (b) Employer contributions described in Appendix A that constitute matching contributions within the meaning of Code Section 401(m)(4) and Treasury regulations thereunder. The term “Matching Contributions” shall also refer to amounts transferred to the Plan in a transaction described in Section 12.02 that had been accounted for as matching contributions under the terms of the transferor plan.
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3.
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Effective January 1, 2013, Section 1.37 is amended by adding a new sentence at the end thereof to read as follows:
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4.
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Effective January 1, 2013, Section 2.01(b) is amended in its entirety to read as follows:
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(b)
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Employees who were formerly employed by entities that were acquired, or are employed at any operations or facilities that were acquired, by the Employer shall be eligible to participate in the Plan from the date of such acquisition except as otherwise may be provided in Appendix A, and shall be subject to the special eligibility rules (if any) set forth in Appendix A with respect to such Employees.
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5.
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Effective April 1, 2013, Section 2.06(c) is amended by adding a new subparagraph (iii) at the end thereof to read as follows:
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(iii)
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Notwithstanding any provision of the Plan to the contrary, no Employee employed by an Employer at the operations and facilities that were acquired by Curtiss‑Wright Corporation in its acquisition of Cimarron Energy Inc. shall be eligible to become a Covered Member.
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6.
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Effective April 1, 2013, Section 3.07 is amended in its entirety to read as follows:
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3.07
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Employer Matching Contributions
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(a)
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The Employer contributed, until August 31, 1994, on behalf of each of its Members who elected to make After-Tax Contributions, Matching Contributions in an amount equal to 50% of the first 6% of the After‑Tax Contributions made by the Member to the Plan during each payroll period.
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(b)
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From and after September 1, 1994, no Matching Contributions shall be made to the Plan except as otherwise specified in Appendix A.
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7.
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Effective April 1, 2013, Section 3.11 is amended by adding a new subsection (d) at the end thereof to read as follows:
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(d)
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Notwithstanding the provisions of Article 6, if any Deferred Cash Contributions (including Roth Deferred Cash Contributions) are distributed to a Highly Compensated Employee pursuant to this Section 3.11, any Matching Contributions which were credited to such Member’s Employer Account in accordance with Section 3.07 as a result of such Deferred Cash Contributions (including Roth Deferred Cash Contributions) having been contributed to the Plan shall be forfeited immediately and applied to reduce Employer contributions or to pay the expenses of the Plan not paid directly by the Employer.
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8.
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Effective April 1, 2013, the third paragraph of Section 3.12 is amended in its entirety to read as follows:
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(a)
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The actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio shall be reduced to the extent necessary to meet the test or to cause such ratio to equal the actual contribution ratio of the Highly Compensated Employee with the next highest actual contribution ratio. This process will be repeated until the actual contribution percentage test is passed. Each ratio shall be rounded to the nearest one one‑hundredth of one percent (0.01%) of a Member’s Statutory Compensation. The amount of After-Tax Contributions and Matching Contributions, if any, made by or on behalf of each Highly Compensated Employee in excess of the amount permitted under
his revised actual contribution ratio shall be added together. This total dollar amount of excess contributions (“excess aggregate contributions”) shall then be allocated to some or all Highly Compensated Employees in accordance with the provisions of paragraph (b) below.
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(b)
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The After-Tax Contributions and Matching Contributions, if any, of the Highly Compensated Employee with the highest dollar amount of such contributions shall be reduced by the lesser of (i) the amount required to cause that Employee’s After-Tax Contributions and Matching Contributions, if any, to equal the dollar amount of such contributions of the Highly Compensated Employee with the next highest dollar amount of such contributions, or (ii) an amount equal to the total excess aggregate contributions. This procedure is repeated until all excess aggregate contributions are allocated. The amount of excess aggregate contributions allocated to each Highly Compensated Employee, together with Earnings thereon, shall be distributed to the Member. A Highly Compensated Employee who has had the total of his After-Tax Contributions and Matching Contributions, if any, reduced in accordance with this Section 3.12 shall have the amount of such reduction applied first to his After-Tax Contributions for the Plan Year and then, to the extent necessary, to his Matching Contributions for the Plan Year.
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(c)
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Any payment of excess aggregate contributions shall be made before the close of the Plan Year following the Plan Year for which the excess aggregate contributions were made, and, to the extent practicable, any payment shall be made within 2½ months after the close of the Plan Year in which the excess aggregate contributions were made.
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(d)
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Notwithstanding the provisions of Article 6, if any After-Tax Contributions are distributed to a Highly Compensated Employee pursuant to this Section 3.12, any Matching Contributions which were credited to such Member’s Employer Account in accordance with Section 3.07 as a result of such After‑Tax Contributions having been contributed to the Plan shall be
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9.
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Effective January 1, 2013, Section 6.02 is amended in its entirety to read as follows:
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(a)
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(i)
As of December 31 of each year prior to January 1, 1995 a Member shall become vested with respect to 25% of the value of the total Matching Contributions made in his behalf for that portion of the year. As of each succeeding December 31, prior to January 1, 1998 such Member shall become vested with respect to an additional 25% of the value of such Matching Contributions until, on December 31 of the third calendar year following the year for which the Matching Contributions were made, such Member shall become vested in 100% of the value of such Matching Contributions made on his behalf.
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(ii)
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Notwithstanding the provisions of subsection (a)(i) above, a Member shall be 100% vested in, and have a nonforfeitable right to, such Matching Contributions upon death (including death while performing qualified military service, pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008), Disability, or the attainment of his 65th birthday.
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(b)
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The extent to which a Member who was formerly employed by an entity that was acquired by the Employer, or who is employed by the Employer at the operations and facilities that were acquired by the Employer from another entity, shall become vested with respect to the value of Matching Contributions, if any, made in his behalf that are described in Appendix A shall be determined in accordance with the applicable provisions of Appendix A.
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(c)
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For purposes of this Section 6.02, the “value” of Matching Contributions shall mean the amount of Matching Contributions adjusted for an allocable share of earnings, losses, and expenses in accordance with Section 5.01(a)(iv), as of each December 31.
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10.
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Effective May 6, 2013, Section 7.04 is amended in its entirety to read as follows:
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(a)
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A Member who has withdrawn the total amount available for withdrawal under the preceding Sections of this Article may, subject to Section 7.05, elect to withdraw not more than once in a Plan Year all or part of the Deferred Cash Contributions (including Catch-Up Contributions, Roth Deferred Cash Contributions and Roth Catch-Up Contributions) made on his behalf to his Deferred Account (his Catch‑Up Account, his Roth Deferred Cash Contribution Account and his Roth Catch-Up Account) upon furnishing proof of “Hardship” satisfactory to the Administrative Committee or its designee in accordance with the provisions of paragraphs (b) and (c) below.
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(b)
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As a condition for Hardship, there must exist with respect to the Member an immediate and heavy financial need to draw upon his Accounts.
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(i)
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Such immediate and heavy financial need shall exist only if the requested withdrawal is on account of any of the following:
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(A)
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expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5 percent of adjusted gross income);
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(B)
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costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments);
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(C)
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payment of tuition and related educational fees, and room and board expenses, for the next 12 months of post-secondary education of the Member, his spouse, children, or dependents (as defined in Section 152 of the Code and determined without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);
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(D)
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payment of amounts necessary to prevent eviction of the Member from his principal residence or to avoid foreclosure on the mortgage of his principal residence;
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(E)
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payments for burial or funeral expenses for the Member’s deceased parent, spouse, children, or dependents (as defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code); or
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(F)
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expenses for the repair of damages to the Member’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10 percent of the Member’s adjusted gross income).
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(ii)
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The amount of withdrawal may not be in excess of the amount of the immediate and heavy financial need of the Member, including any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.
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(iii)
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The Member shall furnish to the Administrative Committee or its designee such supporting documents as the Administrative Committee or its designee may request in accordance with uniform and nondiscriminatory rules prescribed by the Administrative Committee or its designee.
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(c)
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As a condition for Hardship, the Member must demonstrate that the requested withdrawal is necessary to satisfy the financial need described in paragraph (b) above. To demonstrate such necessity, the Member must comply with the following requirements:
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(i)
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The Member must request, on such form as the Administrative Committee or its designee shall prescribe, that the Administrative Committee or its designee make its determination of the necessity for the withdrawal solely on the basis of his application. In that event, the Administrative Committee or its designee shall make such determination, provided all of the following requirements are met:
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(A)
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the Member has obtained all distributions, other than distributions available only on account of hardship, and all nontaxable loans currently available under all plans of the Employer and Affiliated Employers, provided that the Administrative Committee or its designee determines that the effect of obtaining such loan would not be to increase the amount of the financial need described in paragraph (b) above; and
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(B)
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the Member is prohibited from making Deferred Cash Contributions, Catch-Up Contributions, Roth Deferred Cash Contributions, Roth Catch-Up Contributions, and After-Tax Contributions to the Plan for six months, and to all other plans of the Employer and Affiliated Employers under the terms of such plans or by means of an otherwise legally enforceable agreement for at least six months, after receipt of the distribution.
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11.
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Effective January 1, 2013, Appendix A is amended by adding paragraph 25 to read as follows:
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(a)
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Each employee of AP Services, LLC (“AP”) who became an Employee as of November 5, 2012, and any other eligible Employee who is thereafter employed by the Employer on or before December 31, 2012, at the operations and facilities that were acquired by the Employer from AP, shall be eligible to become a Member on any Enrollment Date on or after January 1, 2013, and shall be subject to the provisions of Section 2.06(a) as of such date (such employees are hereinafter referred to as “AP Employees”). Each AP Employee shall remain eligible so long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after January 1, 2013, at the operations and facilities that were acquired by the Employer from AP shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
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(b)
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For purposes of determining Years of Eligibility Service and Vesting Service with respect to any AP Employee who became an Employee on November 5, 2012, whose immediate prior service was with AP or an affiliate thereof, and who was employed by such entity at such acquisition date, service shall commence with his or her most recent date of hire with such entity immediately prior to such acquisition date.
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12.
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Effective April 1, 2013, Appendix A is amended by adding paragraph 26 to read as follows:
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(a)
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Each employee of Cimarron Energy Inc. (“Cimarron”) who became an Employee as of November 26, 2012, and any other eligible Employee who is thereafter employed by the Employer on or before March 31, 2013, at the operations and facilities that were acquired by the Employer from Cimarron, shall be eligible to become a Member on any Enrollment Date on or after April 1, 2013 (such employees are hereinafter referred to as “Cimarron Employees”). Each Cimarron Employee shall remain eligible so long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after April 1, 2013, at the operations and facilities that were acquired by the Employer from Cimarron shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
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(b)
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For purposes of determining Years of Eligibility Service and Vesting Service with respect to any Cimarron Employee who became an Employee on November 26, 2012, whose immediate prior service was with Cimarron or an affiliate thereof, and
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(c)
|
The Employer may make special contributions to the Plan on account of a Plan Year commencing on or after January 1, 2013, in an amount to be determined by the Employer, on behalf of each Member who is a Cimarron Employee and who has made Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After‑Tax Contributions during that Plan Year (the “Discretionary Match Contribution”). The Discretionary Match Contribution shall not exceed 100% of the first 2% of the Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After‑Tax Contributions made by the Member during each payroll period in that Plan Year. The Discretionary Match Contribution, if any, shall be paid to the Trustee as and when determined by the Employer, but no later than the time (including extensions) prescribed by law for the filing of the Employer’s Federal income tax return for the year for which the contributions are made.
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(d)
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The Discretionary Match Contribution, if any, for a particular Plan Year shall be a specified percentage (as determined by the Employer) of the Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After‑Tax Contributions made by or on behalf of each eligible Cimarron Employee pursuant to Sections 3.01, 3.02, 3.04, and/or 3.05 during each payroll period in that Plan Year. Notwithstanding the foregoing, any Discretionary Match Contribution made for the period April 1, 2013, through December 31, 2013, shall be based solely on the Member’s Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After‑Tax Contributions made during that period. Discretionary Match Contributions, if any, shall first be made with respect to Deferred Cash Contributions, and Roth Deferred Cash Contributions, then with respect to After-Tax Contributions.
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(e)
|
The Administrative Committee shall establish such separate subaccounts within the Employer Account as may be necessary to properly account for the Discretionary Match Contribution (the “Cimarron Match Subaccounts”).
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(f)
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(i)
Subject to subparagraph (f)(ii) below, a Cimarron Employee will become vested in amounts credited to his Cimarron Match Subaccount in accordance with the following schedule:
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(ii)
|
For purposes of this paragraph 26, an Employee shall be credited with a year of Vesting Service for each Plan Year in which the Employee completes at least 1,000 Hours of Service.
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(iii)
|
Notwithstanding subparagraph (i) above, a Cimarron Employee shall become fully vested (if not otherwise) in his Cimarron Match Subaccount upon (A) his death while employed by the Employer or an Affiliated Employer (including death while performing qualified military service, pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008); (B) his Disability, or (C) his attainment of age 65 while employed by the Employer or an Affiliated Employer.
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(g)
|
The Discretionary Match Contribution shall be included in performing the contribution percentage test under Section 3.12 in accordance with applicable law.
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(h)
|
The Administrative Committee shall adopt such rules of administration uniformly applicable to all employees similarly situated as it deems necessary to administer the provisions of this paragraph 26 in accordance with applicable law.
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13.
|
The AP Services, LLC Employees Profit Sharing Plan (the “AP Plan”) shall be and hereby is merged with and into the Plan effective on or about July 1, 2013, with the surviving plan being the Plan. Accounts transferred to the Plan from the AP Plan shall initially be invested in the Investment Fund designated by the Administrative Committee, which shall be the Fidelity Freedom Fund selected on the basis of the Member’s age. Any Member may thereafter change the investment of his Accounts, including the transferred amounts, in accordance with the Plan’s provisions relating to the investment of Members’ Accounts.
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14.
|
The Cimarron Energy Inc. Retirement Savings Plan (the “Cimarron Plan”) shall be and hereby is merged with and into the Plan effective on or about October 1, 2013, with the surviving plan being the Plan. Accounts transferred to the Plan from the Cimarron Plan shall initially be invested in the Investment Fund designated by the Administrative Committee, which shall be the Fidelity Freedom Fund selected on the basis of the Member’s age. Any Member may thereafter change the investment of his Accounts, including the transferred amounts, in accordance with the Plan’s provisions relating to the investment of Members’ Accounts.
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1.
|
Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
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2.
|
Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan with respect to nonunion Employees and those union Employees covered under the collective bargaining agreement covering Employees of Williams Controls, Inc., effective January 1, 2014, for the following reasons (capitalized terms used but not defined herein are as defined in the Plan):
|
a.
|
To provide that Employees hired on or after January 1, 2014 as regular, full-time Employees will be eligible to enroll in the Plan on the first day of any payroll period on or after their date of hire; that part-time and seasonal Employees hired on or after January 1, 2014 will become eligible to enroll in the Plan as soon as administratively practical after they have completed a Year of Eligibility Service (completion of at least 1,000 Hours of Service within a 12-month period); and that Temporary, Casual and Co-Op Student Employees hired on or after January 1, 2014 will be excluded from participating in the Plan;
|
b.
|
To provide that any Employees (i) who participated in only the cash balance portion of the CWC Component of the Company’s Retirement Plan and for whom accruals ceased on December 31, 2013, (ii) hired as a result of certain acquisitions prior to January 1, 2014, or (iii) hired on or after January 1, 2014, will be eligible to have Matching Contributions equal to 50% of their Deferred Cash Contributions, Roth Deferred Cash Contributions, and/or After-Tax Contributions that do not exceed 6% of their eligible Compensation credited to their Accounts under the Plan each payroll period;
|
c.
|
To provide that any Employees (i) who participated in only the cash balance portion of the CWC Component of the Company’s Retirement Plan and for whom accruals ceased on December 31, 2013, (ii) hired as a result of certain acquisitions prior to January 1, 2014, or (iii) hired on or after January 1, 2014, will be eligible to have non-elective Employer contributions (“CW Savings Contributions”) credited to their Accounts under the Plan in amounts to be determined annually by the Company for each Plan Year as a percentage of Compensation (not to exceed 3%), provided that such Employees are actively employed on the last day of the Plan Year and have completed a Year of Eligibility Service during the Plan Year;
|
d.
|
To provide that Matching Contributions and CW Savings Contributions will be fully vested upon the completion of 3 years of Vesting Service;
|
e.
|
To provide that non-vested amounts attributable to Matching and/or CW Savings Contributions will be forfeited at the earlier of (i) a Member’s receipt of a complete distribution of the vested portion of his Accounts or (ii) 5 years following a Member’s termination of employment, during which time he was not reemployed;
|
f.
|
To provide that deferrals under the Executive Deferred Compensation Plan for all employees are not taken into account as eligible Compensation for Plan purposes;
|
g.
|
To provide that any Employee at the operations and facilities that were acquired by the Company from Cimarron Energy Inc. will be covered by the Plan’s Automatic Contribution Arrangement;
|
h.
|
To provide that any Employee employed at the operations and facilities that were acquired by the Company from Cimarron Energy Inc. for whom balances were transferred to the Plan on or about October 1, 2013, as a result of the merger of the Cimarron Energy Inc. Retirement Savings Plan into the Plan may elect to receive a partial lump sum distribution upon and any number of times after his termination of employment;
|
i.
|
To provide that any employee of Williams Controls, Inc (“Williams”) who became an Employee under the Plan as of December 14, 2012, and any other eligible Employee who is employed by the Company on or before December 31, 2013, at the operations and facilities that were acquired by the Company from Williams, will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after January 1, 2014, and will be covered by the Plan’s Automatic Contribution Arrangement, and to provide that any Employees who were acquired from Williams will receive eligibility and vesting credit under the Plan for their prior service with Williams, based on their most recent date of hire with Williams prior to December 14, 2012;
|
j.
|
To provide that any employee of Exlar Corporation (“Exlar”) who became an Employee under the Plan as of January 2, 2013, and any other eligible Employee who is employed by the Company on or before December 31, 2013, at the operations and facilities that were acquired by the Company from Exlar, will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after January 1, 2014, and will be covered by the Plan’s Automatic Contribution Arrangement, and to provide that any Employees who were acquired from Exlar will receive eligibility and vesting credit under the Plan for their prior service with Exlar, based on their most recent date of hire with Exlar prior to January 2, 2013;
|
k.
|
To provide that any employee of Parvus Corporation (“Parvus”) who became an Employee under the Plan as of October 1, 2013, and any other eligible Employee who is employed by the Company on or before December 31, 2013, at the operations and facilities that were acquired by the Company from Parvus, will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after January 1, 2014, and will be covered by the Plan’s Automatic Contribution Arrangement, and to provide that any Employees who were acquired from Parvus will receive eligibility and vesting credit under the Plan for their prior service with Parvus, based on their most recent date of hire with Parvus prior to October 1, 2013; and
|
l.
|
To provide that any employee of Arens Controls, LLC (“Arens”) who became an Employee under the Plan as of October 7, 2013, and any other eligible Employee who is employed by the Company on or before December 31, 2013, at the operations and facilities that were acquired by the Company from Arens, will be eligible to enroll in the Plan on the first day of any payroll period beginning on or after January 1, 2014, and will be covered by the Plan’s Automatic Contribution Arrangement, and to provide that any Employees who were acquired from Arens will receive eligibility and vesting credit under the Plan for their prior service with Arens, based on their most recent date of hire with Arens prior to October 7, 2013.
|
3.
|
Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.
|
4.
|
Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.
|
5.
|
Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.
|
1.
|
Effective January 1, 2014, Section 1.02A is added to read as follows:
|
1.02A
|
“Acquired Member”
means any Member who is a Cimarron Employee described in paragraph 26(a) of Appendix A, Williams Employee described in paragraph 27(a) of Appendix A, Exlar Employee described in paragraph 28(a) of Appendix A, Parvus Employee described in paragraph 29(a) of Appendix A, or Arens Employee described in paragraph 30(a) of Appendix A.
|
2.
|
Effective January 1, 2014, the second paragraph of Section 1.15 is amended in its entirety to read as follows:
|
3.
|
Effective January 1, 2014, Sections 1.16A and 1.16B are added to read as follows:
|
1.16A
|
“Co-Op Student Employee”
means an Employee who, under the Employer’s generally applicable payroll and human resources practices,
|
(a)
|
is a college or university student; and
|
(b)
|
receives academic credit for his employment with the Employer.
|
1.16B
|
“CW Savings Contributions”
means amounts contributed pursuant to Section 3.07A.
|
4.
|
Effective January 1, 2014, Section 1.25 is amended in its entirety to read as follows:
|
1.25
|
"Employer Account"
means the account credited with Matching Contributions and CW Savings Contributions and earnings on those contributions. The Administrative Committee shall establish such separate subaccounts within the Employer Account as may be necessary to properly account for Matching Contributions and CW Savings Contributions.
|
1.32
|
“Matching Contributions”
means (a) amounts contributed pursuant to Section 3.07(a) prior to September 1, 1994, at which time such Matching Contributions ceased, (b) Employer contributions described in Appendix A that constitute matching contributions within the meaning of Code Section 401(m)(4) and Treasury regulations thereunder, and (c) amounts contributed pursuant to Section 3.07(c) on or after January 1, 2014. The term “Matching Contributions” shall also refer to amounts transferred to the Plan in a transaction described in Section 12.02 that had been accounted for as matching contributions under the terms of the transferor plan.
|
6.
|
Effective January 1, 2014, Section 1.34A is added to read as follows:
|
1.34A
|
“Frozen Member”
means any eligible Employee (i) whose date of hire, rehire or acquisition is on or after February 1, 2010, for whom benefit accruals under Article 4 of the CWC Component of the Curtiss-Wright Corporation Retirement Plan have ceased pursuant to the provisions of Section 4.02 of such Plan, (ii) whose date of hire, rehire or acquisition is on or before January 31, 2010, but for whom benefit accruals under Article 6 of the CWC Component of the Curtiss-Wright Corporation Retirement Plan have ceased pursuant to the provisions
|
7.
|
Effective January 1, 2014, Section 2.01 is amended by adding a new subsection (e) at the end thereof to read as follows:
|
(e)
|
Effective as of January 1, 2014, and notwithstanding the provisions of Sections 2.01(a) and (d), but subject to Appendix A, each regular, full-time Employee, other than a member of a unit of Employees covered by a collective bargaining agreement, with the exception of the collective bargaining agreement covering Employees of Williams Controls, Inc., shall be eligible to become a Member as of any Enrollment Date following the date on which he became an Employee. Unless mandated otherwise by the Employer’s personnel practices, a regular, full-time Employee is any Employee who is hired on other than a part-time, seasonal, casual or temporary basis. Each Employee who is hired on a part-time or seasonal basis shall be eligible to become a Member in accordance with the provisions of Section 2.01(a). In no event shall a Casual Employee, Co-Op Student Employee or Temporary Employee be eligible to become a Member. Notwithstanding the foregoing provisions of this subsection (e), each Employee who was a Member of the Plan immediately prior to January 1, 2014, shall continue to be a Member as of January 1, 2014.
|
8.
|
Effective January 1, 2014, Section 2.06(a) is amended in its entirety to read as follows:
|
(a)
|
Notwithstanding any provision of the Plan to the contrary, any eligible Employee (as provided under Sections 2.01(d) and (e)), and unless otherwise excluded under paragraph 2.06(c), whose date of hire, rehire or acquisition is on or after January 1, 2009 and who has not made an affirmative election to become a Member (or affirmatively declined to become a Member) pursuant to Section 2.02 shall become a Covered Member on the first Enrollment Date which is on or about 45 days after his date of hire, rehire or acquisition, or the date he actually completes 1,000 Hours of Service or a Year of Eligibility Service (if applicable, pursuant to Section 2.01(d) or (e)).
|
9.
|
Effective January 1, 2014, Section 2.06(c)(iii) is deleted in its entirety.
|
3.07
|
Employer Matching Contributions
|
(a)
|
The Employer contributed, until August 31, 1994, on behalf of each of its Members who elected to make After-Tax Contributions, Matching Contributions in an amount equal to 50% of the first 6% of the After‑Tax Contributions made by the Member to the Plan during each payroll period.
|
(b)
|
From and after September 1, 1994, and until December 31, 2013, no Matching Contributions shall be made to the Plan except as otherwise specified in Appendix A.
|
(c)
|
From and after January 1, 2014, the Employer shall contribute on behalf of each of its Frozen Members, other than a member of a unit of Employees covered by a
|
(d)
|
Matching Contributions described in this Section 3.07 shall be paid in cash to the Trustee as soon as administratively feasible following each payroll period but in no event later than the date required by applicable law in order to permit the Employer a deduction for such contributions for its taxable year.
|
3.07A
|
CW Savings Contributions
|
(a)
|
For any Plan Year beginning on or after January 1, 2014, the Employer may make CW Savings Contributions in an amount to be determined by the Employer, as of the last day of the Plan Year, on behalf of each Frozen Member, other than a member of a unit of Employees covered by a collective bargaining agreement, with the exception of the collective bargaining agreement covering Employees of Williams Controls, Inc., and Acquired Member who is described in the following sentence. Any CW Savings Contributions shall be allocated to the Employer Account of each eligible Member employed by the Employer on the last day of the Plan Year who had completed a Year of Eligibility Service during the Plan Year and such allocation shall be based on the ratio that each such Member’s Compensation bears to the total Compensation of all such Members for the Plan Year. In no event, however, shall the portion of the CW Savings Contributions allocated on behalf of any Member described in the preceding sentence for any Plan Year exceed 3% of such Member’s Compensation for the Plan Year.
|
(b)
|
CW Savings Contributions described in this Section 3.07A shall be paid in cash to the Trustee as soon as administratively feasible following each Plan Year, if applicable, but in any event no later than the date required by applicable law in order to permit the Employer a deduction for such contributions for its taxable year. CW Savings Contributions may be paid whether or not the Employer has current profits or accumulated earnings.
|
12.
|
Effective January 1, 2014, Section 3.12 is amended by adding the words “Matching Contributions and” immediately preceding the words “After-Tax Contributions” in each instance in which they occur.
|
13.
|
Effective January 1, 2014, Section 3.12(c) is amended by adding a new sentence at the end thereof, to read as follows:
|
(a)
|
(i)
As of December 31 of each year prior to January 1, 1995 a Member shall become vested with respect to 25% of the value of the total Matching Contributions made in his behalf for that portion of the year. As of each succeeding December 31, prior to January 1, 1998 such Member shall become vested with respect to an additional 25% of the value of such Matching Contributions until, on December 31 of the third calendar year following the year for which the Matching Contributions were made, such Member shall become vested in 100% of the value of such Matching Contributions made on his behalf.
|
(ii)
|
Notwithstanding the provisions of subsection (a)(i) above, a Member shall be 100% vested in, and have a nonforfeitable right to, the value of Matching Contributions and CW Savings Contributions made on his behalf on or after January 1, 2014, upon the completion of 3 years of Vesting Service.
|
(iii)
|
Notwithstanding the provisions of subsections (a)(i) and (ii) above, a Member shall be 100% vested in, and have a nonforfeitable right to, such Matching Contributions and CW Savings Contributions upon death (including death while performing qualified military service, pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008), Disability, or the attainment of his 65th birthday.
|
(b)
|
The extent to which a Member who was formerly employed by an entity that was acquired by the Employer, or who is employed by the Employer at the operations and facilities that were acquired by the Employer from another entity, shall become vested with respect to the value of Matching Contributions, if any, made in his behalf that are described in Appendix A shall be determined in accordance with the applicable provisions of Appendix A.
|
(c)
|
For purposes of this Section 6.02, the “value” of Matching Contributions and CW Savings Contributions shall mean the amount of Matching Contributions and CW Savings Contributions adjusted for an allocable share of earnings, losses, and expenses in accordance with Section 5.01(a)(iv), as of each Valuation Date.
|
6.03
|
Disposition of Forfeitures
|
(a)
|
Upon termination of employment of a Member who was not fully vested in his Employer Account, the non-vested portion of his Employer Account shall be forfeited at the earlier of the date the Member (i) receives a distribution of the Vested Portion of his Accounts or (ii) incurs five consecutive One-Year Periods of Severance. For purposes of this Section 6.03, a One-Year Period of Severance is a 12-consecutive month period beginning on an Employee’s Severance Date and ending on the anniversary of such date during which the Employee does not perform an Hour of Service. If an Employee is absent from work due to (iii) pregnancy of the Employee, (iv) birth of a child of the Employee, (v) placement of a child with the Employee in connection with the adoption of such child by the Employee or (vi) the Employee’s caring for a child during the period immediately following the birth or adoption, the 12-consecutive month period beginning on the first day of the absence shall not constitute a One-Year Period of Severance. Any period of absence included as Vesting Service pursuant to the provisions of Section 1.54(b) or (c) shall not be taken into account in
|
(b)
|
If an amount of a Member's Employer Account has been forfeited in accordance with subsection (a) above, that amount shall be subsequently restored to the Member's Employer Account provided that:
|
(i)
|
he is reemployed by the Employer or an Affiliated Employer prior to incurring five consecutive One-Year Periods of Severance and
|
(ii)
|
he repays to the Plan during his period of reemployment and within five years of his date of reemployment an amount in cash equal to the full amount distributed to him from the Plan on account of his termination of employment. Repayment shall be made in one lump sum.
|
.(c)
|
In the event that any amounts to be restored by the Employer to a Member's Employer Account have been forfeited under subsection (a) above, those amounts shall be taken first from any forfeitures which have not as yet been applied against Employer contributions or used to pay expenses of the Plan not paid directly by the Employer, and if any amounts remain to be restored, the Employer shall make a special Employer contribution equal to those amounts.
|
(d)
|
A repayment shall be invested in the available Investment Funds as the Member elects (or is deemed to have elected pursuant to Section 4.02) at the time of repayment.
|
(e)
|
To the extent there are any forfeitures in the Acquired Forfeiture Account, such forfeitures shall be applied to offset Plan expenses under Section 11.04.
|
16.
|
Effective January 1, 2014, the first sentence of paragraph 26(c) of Appendix A is amended in its entirety to read as follows:
|
17.
|
Effective January 1, 2014, the first two sentences of paragraph 26(d) of Appendix A are amended in their entirety to read as follows:
|
18.
|
Effective January 1, 2014, paragraphs 26(f)(i) and 26(f)(ii) of Appendix A are amended in their entirety to read as follows:
|
(i)
|
Subject to subparagraph (f)(ii) below, a Cimarron Employee will become vested in amounts credited to his Cimarron Match Subaccount in accordance with the following schedule:
|
(ii)
|
For purposes of this paragraph 26, an Employee shall be credited with a year of Vesting Service in accordance with the provisions of Section 1.54, except that an Employee shall be credited with a year of Vesting Service for each Plan Year ending on or before December 31, 2013, in which the Employee completes at least 1,000 Hours of Service.
|
19.
|
Effective January 1, 2014, paragraph 26(h) of Appendix A is redesignated as paragraph 26(i) and a new paragraph 26(h) is added, to read as follows:
|
(h)
|
Distribution of the Vested Portion of the Accounts of a Member who is a Cimarron Employee for whom amounts were transferred to the Plan on or about October 1, 2013, as a result of the merger of the Cimarron Energy Inc. Retirement Savings Plan into the Plan may be made to such Member upon his termination of employment in partial payment form that provides the Member with a portion of the Vested Portion of his Accounts, with the remaining balance retained for distribution at a later date. A Member electing the partial payment form of distribution must indicate on the distribution election form the amount of the partial payment. There shall be no limitation on the number or frequency of partial payments that a Member may elect. The Administrative Committee shall establish a policy and procedures regarding the order in which partial payments are to be charged against particular Investment Funds and against particular Accounts maintained under such Investment Funds.
|
20.
|
Effective January 1, 2014, Appendix A is amended by adding paragraphs 27, 28, 29 and 30 to read as follows:
|
27.
|
Williams Controls, Inc.
|
(a)
|
Each employee of Williams Controls, Inc. (“Williams”) who became an Employee as of December 14, 2012, and any other eligible Employee who is employed by the Employer on or before December 31, 2013, at the operations and facilities that were acquired by the Employer from Williams, shall be eligible to become a Member on any Enrollment Date on or after January 1, 2014, and shall be subject to the provisions of Section 2.06(a) as of such date (such employees are hereinafter referred to as “Williams Employees”). Each Williams Employee shall remain eligible as long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after January 1, 2014, at the operations and facilities that were acquired by the Employer from Williams shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
|
(b)
|
For purposes of determining Years of Eligibility Service and Vesting Service with respect to any Williams Employee who became an Employee on December 14, 2012, whose immediate prior service was with Williams or an affiliate thereof, and who was employed by such entity at such acquisition date, service shall commence with his or her most recent date of hire with such entity immediately prior to such acquisition date.
|
28.
|
Exlar Corporation
|
(a)
|
Each employee of Exlar Corporation (“Exlar”) who became an Employee as of January 2, 2013, and any other eligible Employee who is employed by the Employer on or before December 31, 2013, at the operations and facilities that were acquired by the Employer from Exlar, shall be eligible to become a Member on any Enrollment Date on or after January 1, 2014, and shall be subject to the provisions of Section 2.06(a) as of such date (such employees are hereinafter referred to as “Exlar Employees”). Each Exlar Employee shall remain eligible as long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after January 1, 2014, at the operations and facilities that were acquired by the Employer from Exlar shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
|
(b)
|
For purposes of determining Years of Eligibility Service and Vesting Service with respect to any Exlar Employee who became an Employee on January 2, 2013, whose immediate prior service was with Exlar or an affiliate thereof, and who was employed by such entity at such acquisition date, service shall commence with his or her most recent date of hire with such entity immediately prior to such acquisition date.
|
29.
|
Parvus Corporation
|
(a)
|
Each employee of Parvus Corporation (“Parvus”) who became an Employee as of October 1, 2013, and any other eligible Employee who is employed by the Employer on or before December 31, 2013, at the operations and facilities that were acquired by the Employer from Parvus, shall be eligible to become a Member on any Enrollment Date on or after January 1, 2014, and shall be subject to the provisions of Section 2.06(a) as of such date (such employees are hereinafter referred to as “Parvus Employees”). Each Parvus Employee shall remain eligible as long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after January 1, 2014, at the operations and facilities that were acquired by the Employer from Parvus shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
|
(b)
|
For purposes of determining Years of Eligibility Service and Vesting Service with respect to any Parvus Employee who became an Employee on October 1, 2013, whose immediate prior service was with Parvus or an affiliate thereof, and who was employed by such entity at such acquisition date, service shall commence with his or her most recent date of hire with such entity immediately prior to such acquisition date.
|
30.
|
Arens Controls, LLC
|
(a)
|
Each employee of Arens Controls, LLC (“Arens”) who became an Employee as of October 7, 2013, and any other eligible Employee who is employed by the Employer on or before December 31, 2013, at the operations and facilities that were acquired by the Employer from Arens, shall be eligible to become a Member on any Enrollment Date on or after January 1, 2014, and shall be subject to the provisions of Section 2.06(a) as of such date (such employees are hereinafter referred to as “Arens Employees”). Each Arens Employee shall remain eligible as long as he continues to satisfy the eligibility requirements. Each other eligible Employee who is not employed by the Employer until on or after January 1, 2014, at the operations and facilities that were acquired by the Employer from Arens shall be eligible to become a Member and shall remain eligible in accordance with the Plan’s eligibility requirements.
|
(b)
|
For purposes of determining Years of Eligibility Service and Vesting Service with respect to any Arens Employee who became an Employee on October 7, 2013, whose immediate prior service was with Arens or an affiliate thereof, and who was employed by such entity at such acquisition date, service shall commence with his or her most recent date of hire with such entity immediately prior to such acquisition date.
|
1.
|
Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Electro-Mechanical Corporation Savings Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2010.
|
2.
|
Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan with respect to nonunion Employees and those union Employees covered under the collective bargaining agreement covering Employees of the Engineered Pump Division of the Company, effective January 1, 2014, for the following reasons (capitalized terms used but not defined herein are as defined in the Plan):
|
a.
|
To provide that Employees hired on or after January 1, 2014 as regular, full-time Employees will be eligible to enroll in the Plan on the first day of any payroll period on or after their date of hire; that part-time and seasonal Employees hired on or after January 1, 2014 will become eligible to enroll in the Plan as soon as administratively practical after they have completed a Year of Service (completion of at least 1,000 Hours of Service within a 12-month period); and that Temporary, Casual and Co-Op Student Employees hired on or after January 1, 2014 will be excluded from participating in the Plan;
|
b.
|
To provide that any Employees (i) hired on or before December 31, 2013, who did not elect to participate in the EMD Component of the Company’s Retirement Plan after January 1, 2014, or (ii) hired on or after January 1, 2014, will be eligible to have Employer Match Contributions equal to 50% of their Pre-Tax Contributions, Roth Contributions, and/or After-Tax Contributions that do not exceed 6% of their eligible Compensation credited to their Accounts under the Plan each payroll period;
|
c.
|
To provide that any Employees (i) hired on or before December 31, 2013, who did not elect to participate in the EMD Component of the Company’s Retirement Plan after January 1, 2014, or (ii) hired on or after January 1, 2014, will be eligible to have non-elective Employer contributions (“CW Savings Contributions”) credited to their Accounts under the Plan in amounts to be determined annually by the Company for each Plan Year as a percentage of Compensation (not to exceed 3%), provided that such Employees are actively employed on the last day of the Plan Year and have completed a Year of Service during the Plan Year;
|
d.
|
To provide that Employer Match Contributions and CW Savings Contributions will be fully vested upon the completion of 3 years of Eligibility Service;
|
e.
|
To provide that non-vested amounts attributable to Employer Match and/or CW Savings Contributions that are forfeited will be used to reduce future Employer Match Contributions and/or CW Savings Contributions or to pay eligible administrative expenses of the Plan, if any; and
|
f.
|
To provide that vested amounts attributable to Employer Match Contributions made on or after January 1, 2014, and CW Savings Contributions are eligible for in-service withdrawals only upon the attainment of age 59-1/2.
|
3.
|
Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan with respect to all Employees, effective January 1, 2014, to provide that after-tax
|
4.
|
Article XII.1 of the Plan permits the Company, acting by written resolution of the Board of Directors (the “Board”) or a duly authorized delegate of the Board, to amend the Plan at any time and from time to time.
|
5.
|
Article XIV.2.b of the Plan authorizes the Administrative Committee under the Plan to adopt Plan amendments on behalf of the Company under certain circumstances.
|
6.
|
The Plan amendments described herein shall be subject to approval by the Board.
|
1.
|
Effective January 1, 2014, Article I.1 is amended in its entirety to read as follows:
|
1.
|
“Accounts”
shall mean the After-Tax Account, Pre-Tax Account, Catch-Up Contribution Account, Roth Contribution Account, Roth Catch-Up Contribution Account, Employer Match Contribution Account, Rollover Account, Rollover Account, Pension Rollover Account, Additional Contribution Account, CW Savings Contribution Account, and Top-Heavy Contribution Account.
|
2.
|
Effective January 1, 2014, Articles I.23A, 1.23B and 1.23C are added to read as follows:
|
23A.
|
“Co-Op Student Employee”
shall
mean an Employee who, under the Employer’s generally applicable payroll and human resources practices is a college or university student.
|
23B.
|
“CW Savings Contribution”
shall
mean an amount contributed pursuant to Article III.2A.
|
23C.
|
“CW Savings Contribution Account”
shall mean an account established and maintained on behalf of an Employee to which his CW Savings Contributions are allocated.
|
3.
|
Effective January 1, 2014, Article I.30 is amended in its entirety to read as follows:
|
30.
|
“Employer Match Contribution Account”
shall mean all Employer Match Contributions made to the Plan by the Employer, with earnings thereon, and shall also include any similar contributions (including earnings thereon) transferred to the Plan from another qualified retirement plan. The Administrative Committee shall establish such separate subaccounts within the Employer Match Contribution Account as may be necessary to properly account for various components of Employer Match Contributions.
|
4.
|
Effective January 1, 2014, Article I.33A is added to read as follows:
|
33A.
|
“Frozen Participant”
means any eligible Employee (i) whose date of hire, rehire or transfer to an Employer is on or before December 31, 2013, who did not elect to participate in the EMD Component of the Curtiss-Wright Corporation Retirement Plan after January 1, 2014, by means of a timely-filed election that is effective on or before January 1, 2014, or (ii) whose date of hire, rehire or transfer to an Employer is on or after January 1, 2014.
|
5.
|
Effective January 1, 2014, Article I.34A is added to read as follows:
|
34A.
|
"Hour of Service"
shall mean, with respect to any applicable computation period,
|
a.
|
each hour for which the employee is paid or entitled to payment for the performance of duties for the Employer or any Affiliated Entity;
|
b.
|
each hour for which the employee is paid or entitled to payment by the Employer or an Affiliated Entity on account of a period during which no duties are performed, whether or not the employment relationship has terminated, due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, but not more than 501 hours for any single continuous period; and
|
c.
|
each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliated Entity, excluding any hour credited under a. or b., which shall be credited to the computation period or periods to which the award, agreement or payment pertains rather than to the computation period in which the award, agreement or payment is made.
|
6.
|
Effective January 1, 2014, Article I.41A is added and Article I.42 is amended in its entirety to read as follows:
|
41A
|
“
Normal Retirement Age
” shall mean the later of the Participant’s 65
th
birthday or the date on which the Participant completes 3 years of Eligibility Service. With respect to Benshaw Employees as identified in Article I.26.c, “Normal Retirement Age” shall mean the Participant’s 65
th
birthday.
|
42.
|
“
Normal Retirement Date
” shall mean the first of the month following the month in which the Participant’s Normal Retirement Age occurs.
|
7.
|
Effective January 1, 2014, Article I.59A is added to read as follows:
|
59A.
|
“Temporary Employee”
shall
mean an Employee who, under the Employer’s generally applicable payroll and human resources practices,
|
a.
|
is hired for a specific assignment of limited scope that will have a duration of at least 90 days; and
|
b.
|
is hired subject to the condition that he will be terminated upon completion of such specific assignment.
|
8.
|
Effective January 1, 2014, Article I.70 is added to read as follows:
|
70.
|
“Year of Service”
shall mean, with respect to any employee, the 12-month period of employment with the Employer or any entity in the Controlled Group, whether or not as an Employee, beginning on the date he first completes an Hour of Service upon hire or rehire, or any Plan Year beginning after that date, in which he first completes at least 1,000 Hours of Service.
|
9.
|
Effective January 1, 2014, Article II.2 is amended in its entirety to read as follows:
|
2.
|
Notwithstanding any provision of the Plan to the contrary, any eligible Employee whose date of hire, rehire or acquisition is on or after January 1, 2009 and who has not affirmatively elected to become a Participant (or who has not affirmatively declined to become a Participant) shall become a Covered Participant as of the date that is on or about 45 days after his date of hire, rehire or acquisition, or the date he actually completes a Year of Service (if applicable, pursuant to Article II.7).
|
10.
|
Effective January 1, 2014, Article II.7 is added to read as follows:
|
7.
|
Effective as of January 1, 2014, and notwithstanding the provisions of Article II.1 or Article II.2, each regular, full-time Employee, other than a member of a unit of Employees covered by a collective bargaining agreement, with the exception of the collective bargaining agreement covering Employees of the Engineered Pump Division of the Company, shall be eligible to participate in the Plan immediately upon employment by an Employer. Unless mandated otherwise by the Employer’s personnel practices, a regular, full-time Employee is any Employee who is hired on other than a part-time, seasonal, casual or temporary basis. Each Employee who is hired on a part-time or seasonal basis shall be eligible to become a Participant upon the completion of one Year of Service. In no event shall a Casual Employee, Co-Op Student Employee or Temporary Employee be eligible to become a Participant. Notwithstanding the foregoing provisions of this Article II.7, each Employee who was a Participant of the Plan immediately prior to January 1, 2014, shall continue to be a Participant as of January 1, 2014. To participate, an Employee must apply in accordance with procedures established by the Plan Administrator, subject to Article II.2 above.
|
11.
|
Effective January 1, 2014, Article III.1.a(1) is amended in its entirety to read as follows:
|
(1)
|
Effective January 1, 2014, a Participant may elect to save at a rate of 2% to 75% of his Compensation, in increments of 0.5%, on an after-tax basis, a pre-tax basis or a combination thereof. Prior to January 1, 2014, a Participant could elect to save at a rate of 2% to 20% of his Compensation, in increments of 0.5%, on an after-tax basis, a pre-tax basis or a combination thereof.
|
12.
|
Effective January 1, 2014, Article III.2 is amended in its entirety to read as follows:
|
2.
|
Employer Match Contributions
|
a.
|
Effective August 19, 2012, for Employees who are eligible to participate in the Plan and who are (1) hired or rehired by, or transferred to, an Employer during the period beginning on August 19, 2012 and ending on December 31, 2013, (2) employed in a unit represented by a labor organization or other representative which is recognized by an Employer as the representative of such unit for the purpose of collective bargaining and has entered into a written agreement with an Employer providing for participation in the Plan by the Employees in such unit (a “Collective Bargaining Unit”), (3) not employed by the Employer’s Benshaw business unit, and (4) not active participants in the EMD Component of the Curtiss-Wright Corporation Retirement Plan (the “EMD Component”) while eligible to participate in the Plan, the “applicable
|
b.
|
Except as provided in paragraph 2.d below, effective December 1, 2012, for Employees who are eligible to participate in the Plan and who are (1) hired or rehired by, or transferred to, an Employer during the period beginning on December 1, 2012 and ending on December 31, 2013, (2) not included in a Collective Bargaining Unit other than one representing Employees of the Engineered Pump Division of the Company, (3) not employed by the Employer’s Benshaw business unit, and (4) not active participants in the EMD Component while eligible to participate in the Plan, the “applicable amount” is $1.00, subject to a maximum Employer Match Contribution of 6% of the Participant’s Compensation for that payroll period.
|
c.
|
Effective January 1, 2014, for Employees who are eligible to participate in the Plan and who are (1) hired or rehired by, or transferred to, an Employer on or after January 1, 2014, (2) included in a Collective Bargaining Unit other than one representing Employees of the Engineered Pump Division of the Company, (3) not employed by the Employer’s Benshaw business unit, and (4) ineligible to become active participants in the EMD Component, the “applicable amount” is $1.00, subject to a maximum Employer Match Contribution of 6% of the Participant’s Compensation for that payroll period.
|
d.
|
Notwithstanding paragraph 2.b above, effective January 1, 2014, for Employees who are eligible to participate in the Plan and who are (1) Frozen Participants, and (2) not included in a Collective Bargaining Unit other than one representing Employees of the Engineered Pump Division of the Company, the “applicable amount” is $0.50, subject to a Maximum Employer Match Contribution of 3% of the Participant’s Compensation for that payroll period.
|
e.
|
For all Employees who are eligible to participate in the Plan other than those described in paragraphs 2.a, 2.b, 2.c, or 2.d above, the “applicable amount” is $0.50, subject to a maximum Employer Match Contribution of 3% of the Participant’s Compensation for that payroll period.
|
f.
|
Effective January 1, 2014, Employees who are eligible to participate in the Plan and who are (1) hired or rehired by, or transferred to, an Employer on or before December 31, 2013, (2) not included in a Collective Bargaining Unit other than one representing Employees of the Engineered Pump Division of the Company, (3) not employed by the Employer’s Benshaw business unit, and (4) are active participants in the EMD Component while eligible to participate in the Plan are ineligible to receive Employer Match Contributions and/or CW Savings Contributions.
|
2A.
|
CW Savings Contributions.
|
a.
|
For any Plan Year beginning on or after January 1, 2014, the Employer may make CW Savings Contributions in an amount to be determined by the Employer, as of the last day of the Plan Year, on behalf of each Frozen Participant, other than a member of a Collective Bargaining Unit, with the exception of the Collective Bargaining Unit representing Employees of the Engineered Pump Division of the Company, who is described in the following sentence. Any CW Savings Contributions shall be allocated to the CW Savings Contribution Account of each eligible Participant who was employed by the Employer on the last day of the Plan Year and who had completed a Year of Service during the Plan Year and such allocation shall be based on the ratio that each such Participant’s Compensation bears to the total Compensation of all such Participants for the Plan Year. In no event, however, shall the portion of the CW Savings Contributions allocated on behalf of any Participant described in the preceding sentence for any Plan Year exceed 3% of such Participant’s Compensation for the Plan Year.
|
b.
|
CW Savings Contributions described in this Article III.2A shall be paid in cash to the Trustee as soon as administratively feasible following each Plan Year, if applicable, but in any event no later than the date required by applicable law in order to permit the Employer a deduction for such contributions for its taxable year. CW Savings Contributions may be paid whether or not the Employer has current profits or accumulated earnings.
|
14.
|
Effective January 1, 2014, Article III.3 is amended in its entirety to read as follows:
|
3.
|
Any amounts credited to any Account for a Participant that are forfeited by such Participant pursuant to any provision of the Plan shall not be returned to the Company but shall be used to reduce the obligations of the Company to make Employer Match Contributions or CW Savings Contributions under the Plan or to pay the expenses of the Plan not paid directly by the Employer.
|
15.
|
Effective January 1, 2014, Articles VI.2, VI.3, VI.4.a and VI.4.c are amended in their entirety to read as follows:
|
2.
|
Notwithstanding any other provision of the Plan to the contrary, a Participant who is a Predecessor Plan Transferee, as defined in Article III.1.a, shall remain 100% vested in, and have a nonforfeitable right to, all amounts transferred from the Predecessor Plan to his Accounts under the Plan.
|
3.
|
a.
Subject to Article VI.2 above and Article VI.3.d below, a Participant
whose date of hire, rehire or transfer to an Employer is on or before December 31, 2013, other than a member of a Collective Bargaining Unit, with the exception of the Collective Bargaining Unit representing Employees of the Engineered Pump Division of the Company, will become vested in amounts credited to his Employer Match Contribution Account in accordance with the following schedule:
|
b.
|
Subject to Article VI.2 above and Article VI.3.d below, a Participant whose date of hire, rehire or transfer to an Employer is on or before December 31, 2013 and who is included in a Collective Bargaining Unit other than one representing Employees of the Engineered Pump Division of the Company will become vested in amounts credited to his Employer Match Contribution Account in accordance with the following schedule:
|
c.
|
Subject to Article VI.2 above and Article VI.3.d below, a Participant whose date of hire, rehire or transfer to an Employer is on or after January 1, 2014 will become 100% vested in, and have a nonforfeitable right to, amounts credited to his Employer Match Contribution Account and CW Savings Contribution Account upon the completion of 3 years of Eligibility Service.
|
d.
|
Notwithstanding Article VI.3.a, b and c, the Employer Match Contribution Account and CW Savings Contribution Account shall become 100% vested upon the earliest of the retirement, death (including death while performing qualified military service, pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008) or attainment of Normal Retirement Age of a Participant who is earning Eligibility Service at such time.
|
4.
|
a.
Subject to the requirements of Article VI.4.c, if a Participant terminates employment prior to becoming fully vested in his Employer Match Contribution Account or CW Savings Contribution Account, the unvested portion of each such Account will be forfeited. If the Terminated Participant is subsequently re-employed by an Employer or an Affiliated Entity before he incurs a period of break in service of 5 years, the dollar value of the forfeited amount shall be restored to his Employer Match Contribution Account and/or CW Savings Contribution Account without adjustment for gains or losses since the date of forfeiture. If the amount of the vested portions of a Participant’s Employer Match Contribution Account and CW Savings Contribution Account is zero and the Participant had not at any time made Pre-Tax Contributions to the Plan, the Participant shall be deemed to have received a distribution of such zero vested benefit.
|
c.
|
If a Participant has received a complete distribution of the vested portion of his Employer Match Contribution Account and/or CW Savings Contribution Account upon his termination of employment, upon his subsequent reemployment by the Company before he has incurred a period of break in service of 5 years, he will have the non-vested portion of his Employer Match Contribution Account and/or CW Savings Contribution Account, which was forfeited at the time of his termination and distribution, reinstated as soon as administratively feasible following his repayment to the Plan of the amount distributed from the Plan. The Participant will have five
|
16.
|
Effective January 1, 2014, Article VIII.3 is amended by replacing the words “After-Tax Account and Employer Match Contribution Account” with the words “After-Tax Account, Employer Match Contribution Account and CW Savings Contribution Account”.
|
17.
|
Effective January 1, 2014, Article VIII.4 is amended in its entirety to read as follows:
|
4.
|
A Vested Participant shall be permitted to make a withdrawal for any reason from that portion of his Employer Match Contribution Account attributable to Employer Match Contributions made on or before December 31, 2013.
|
18.
|
Effective January 1, 2014, Article VIII.5.c is amended in its entirety to read as follows:
|
c.
|
Vested portion of Employer Match Contribution Account and CW Savings Contribution Account;
|
19.
|
Effective January 1, 2014, the first paragraph of Article XII.2 is amended in its entirety to read as follows:
|
Name
|
|
Organized Under the Laws of
|
Curtiss Wright Controls Inc.
|
|
Delaware
|
Curtiss-Wright Electro-Mechanical Corporation
|
|
Delaware
|
Curtiss-Wright Flow Control Corporation
|
|
New York
|
Dy4 Systems, Inc. (DY4 Canada)
|
|
Ontario
|
Metal Improvement Company, LLC
|
|
Delaware
|
Tapco International Inc.
|
|
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
3.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
4.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Curtiss-Wright Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|