Delaware
|
|
13-0612970
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
|
13925 Ballantyne Corporate Place, Suite 400, Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Registrant's telephone number, including area code: (704) 869-4600
|
|
|
Name of each exchange
|
Title of each class
|
|
on which registered
|
Common stock, par value $1 per share
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
|
|
|
Class
|
|
Number of shares
|
|
|
|
Common stock, par value $1 per share
|
|
47,783,233
|
|
|
|
|
|
PART I
|
|
|
Item 1.
|
Business
|
|
|
Item 1A.
|
Risk Factors
|
|
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Item 1B.
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Unresolved Staff Comments
|
|
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Item 2.
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Properties
|
|
|
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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PART II
|
|
|
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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|
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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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|
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Item 11.
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Executive Compensation
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|
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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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|
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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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|
|
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Signatures
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Commercial/Industrial
|
|
$
|
149,152
|
|
|
$
|
140,905
|
|
|
$
|
160,780
|
|
Defense
|
|
467,467
|
|
|
458,326
|
|
|
459,585
|
|
|||
Energy
|
|
3,581
|
|
|
3,080
|
|
|
2,044
|
|
|||
Total Government sales
|
|
$
|
620,200
|
|
|
$
|
602,311
|
|
|
$
|
622,409
|
|
Name
|
|
Current Position
|
|
Business Experience
|
|
Age
|
|
Executive
Officer Since
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David C. Adams
|
|
Chairman and Chief Executive Officer
|
|
Chairman and Chief Executive Officer of the Corporation since January 2015. Prior to this, he served as President and Chief Executive Officer of the Corporation from August 2013. He also served as President and Chief Operating Officer of the Corporation from October 2012 and as Co-Chief Operating Officer of the Corporation from November 2008. He has been a Director of the Corporation since August 2013.
|
|
61
|
|
2005
|
Thomas P. Quinly
|
|
Vice President and Chief Operating Officer
|
|
Vice President of the Corporation since November 2010 and Chief Operating Officer of the Corporation since October 2013. He also served as President of Curtiss-Wright Controls, Inc. from November 2008.
|
|
56
|
|
2010
|
Glenn E. Tynan
|
|
Vice President of Finance and Chief Financial Officer
|
|
Vice President of Finance and Chief Financial Officer of the Corporation since June 2002.
|
|
56
|
|
2000
|
Paul J. Ferdenzi
|
|
Vice President, General Counsel. and Corporate Secretary
|
|
Vice President, General Counsel, and Corporate Secretary of the Corporation since March 2014. Prior to this, he served as Vice President-Human Resources of the Corporation from November 2011 and also served as Associate General Counsel and Assistant Secretary of the Corporation from June 1999 and May 2001, respectively.
|
|
47
|
|
2011
|
K. Christopher Farkas
|
|
Vice President and Corporate Controller
|
|
Vice President and Corporate Controller of the Corporation since September 2014. Prior to this, he served as Assistant Corporate Controller of the Corporation from May 2009.
|
|
46
|
|
2014
|
Harry S. Jakubowitz
|
|
Vice President and Treasurer
|
|
Vice President of the Corporation since May 2007 and Treasurer of the Corporation since September 2005.
|
|
62
|
|
2005
|
•
|
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
|
|
Commercial/ Industrial
|
|
Defense
|
|
Energy
|
|
Total
|
||||
North America
|
|
12
|
|
|
3
|
|
|
8
|
|
|
23
|
|
Europe
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
Asia
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total
|
|
29
|
|
|
3
|
|
|
8
|
|
|
40
|
|
Leased Facilities Location
|
|
Commercial/ Industrial
|
|
Defense
|
|
Energy
|
|
Total
|
||||
North America
|
|
50
|
|
|
13
|
|
|
31
|
|
|
94
|
|
Europe
|
|
24
|
|
|
9
|
|
|
1
|
|
|
34
|
|
Asia
|
|
9
|
|
|
1
|
|
|
2
|
|
|
12
|
|
Total
|
|
83
|
|
|
23
|
|
|
34
|
|
|
140
|
|
Stock Price Range
|
|
2014
|
|
2013
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Common Stock
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
69.90
|
|
|
$
|
57.72
|
|
|
$
|
37.18
|
|
|
$
|
33.46
|
|
Second Quarter
|
|
70.33
|
|
|
59.22
|
|
|
37.48
|
|
|
30.64
|
|
||||
Third Quarter
|
|
73.67
|
|
|
60.60
|
|
|
48.40
|
|
|
36.46
|
|
||||
Fourth Quarter
|
|
72.99
|
|
|
63.90
|
|
|
62.92
|
|
|
44.71
|
|
|
|
2014
|
|
2013
|
||||
Common Stock
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Second Quarter
|
|
0.13
|
|
|
0.10
|
|
||
Third Quarter
|
|
0.13
|
|
|
0.10
|
|
||
Fourth Quarter
|
|
0.13
|
|
|
0.10
|
|
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
|
|
2,162,415
|
(a)
|
|
$37.44
|
|
2,995,601
|
(b)
|
Equity compensation plans not approved by security holders
|
|
None
|
|
|
Not applicable
|
|
Not applicable
|
|
(a)
|
Consists of
2,088,486
shares issuable upon exercise of outstanding options and vesting of performance share units, restricted shares, restricted stock units, and shares to non-employee directors under the 2005 and 2014 Omnibus Incentive Plan,
73,929
shares issuable under the Employee Stock Purchase Plans.
|
(b)
|
Consists of
2,334,381
shares available for future option grants under the 2014 Omnibus Incentive Plan,
661,220
shares remaining available for issuance under the Employee Stock Purchase Plan.
|
|
|
Total Number of
shares purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of a
Publicly
Announced
Program
|
|
Maximum
Dollar amount of shares that may
yet be
Purchased
Under the
Program
|
||||||
October 1 – October 31
|
|
111,800
|
|
|
$
|
66.35
|
|
|
1,877,397
|
|
|
$
|
13,246,682
|
|
November 1 – November 30
|
|
87,200
|
|
|
70.34
|
|
|
1,964,597
|
|
|
7,113,048
|
|
||
December 1 – December 31
|
|
101,700
|
|
|
69.94
|
|
|
2,066,297
|
|
|
—
|
|
||
For the quarter ended December 31
|
|
300,700
|
|
|
$
|
68.72
|
|
|
2,066,297
|
|
|
$
|
—
|
|
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
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||
Curtiss-Wright Corp
|
|
100
|
|
|
107.09
|
|
|
115.12
|
|
|
108.14
|
|
|
206.91
|
|
|
236.56
|
|
S&P SmallCap 600 Index
|
|
100
|
|
|
126.31
|
|
|
127.59
|
|
|
148.42
|
|
|
209.74
|
|
|
221.81
|
|
Russell 2000
|
|
100
|
|
|
126.85
|
|
|
121.56
|
|
|
141.43
|
|
|
196.34
|
|
|
207.37
|
|
Peer group
|
|
100
|
|
|
127.45
|
|
|
126.90
|
|
|
146.71
|
|
|
220.67
|
|
|
218.10
|
|
|
|
CONSOLIDATED SELECTED FINANCIAL DATA
|
||||||||||||||||||
(In thousands, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
|
$
|
1,732,216
|
|
|
$
|
1,566,719
|
|
Net earnings from continuing operations
|
|
169,949
|
|
|
139,404
|
|
|
104,081
|
|
|
117,123
|
|
|
83,255
|
|
|||||
Total assets
|
|
3,399,511
|
|
|
3,458,274
|
|
|
3,114,588
|
|
|
2,635,547
|
|
|
2,233,141
|
|
|||||
Total debt
|
|
954,348
|
|
|
959,938
|
|
|
880,215
|
|
|
586,430
|
|
|
396,644
|
|
|||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.54
|
|
|
$
|
2.97
|
|
|
$
|
2.23
|
|
|
$
|
2.53
|
|
|
$
|
1.82
|
|
Diluted
|
|
$
|
3.46
|
|
|
$
|
2.91
|
|
|
$
|
2.20
|
|
|
$
|
2.49
|
|
|
$
|
1.80
|
|
Cash dividends per share
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial/Industrial
|
|
$
|
1,074,772
|
|
|
$
|
950,698
|
|
|
$
|
677,722
|
|
|
13
|
%
|
|
40
|
%
|
Defense
|
|
737,566
|
|
|
767,499
|
|
|
768,101
|
|
|
(4
|
)%
|
|
—
|
%
|
|||
Energy
|
|
430,788
|
|
|
399,884
|
|
|
377,484
|
|
|
8
|
%
|
|
6
|
%
|
|||
Total sales
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
|
6
|
%
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial/Industrial
|
|
$
|
142,831
|
|
|
$
|
105,245
|
|
|
$
|
66,576
|
|
|
36
|
%
|
|
58
|
%
|
Defense
|
|
102,252
|
|
|
116,618
|
|
|
90,285
|
|
|
(12
|
)%
|
|
29
|
%
|
|||
Energy
|
|
67,602
|
|
|
57,204
|
|
|
55,643
|
|
|
18
|
%
|
|
3
|
%
|
|||
Corporate and eliminations
|
|
(30,312
|
)
|
|
(41,944
|
)
|
|
(31,110
|
)
|
|
28
|
%
|
|
(35
|
)%
|
|||
Total operating income
|
|
$
|
282,373
|
|
|
$
|
237,123
|
|
|
$
|
181,394
|
|
|
19
|
%
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(35,794
|
)
|
|
(37,053
|
)
|
|
(26,301
|
)
|
|
(3
|
)%
|
|
41
|
%
|
|||
Other income, net
|
|
365
|
|
|
980
|
|
|
128
|
|
|
(63
|
)%
|
|
NM
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
|
246,944
|
|
|
201,050
|
|
|
155,221
|
|
|
23
|
%
|
|
30
|
%
|
|||
Provision for income taxes
|
|
(76,995
|
)
|
|
(61,646
|
)
|
|
(51,140
|
)
|
|
25
|
%
|
|
21
|
%
|
|||
Earnings from continuing operations
|
|
$
|
169,949
|
|
|
$
|
139,404
|
|
|
$
|
104,081
|
|
|
22
|
%
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New orders
|
|
$
|
2,409,200
|
|
|
$
|
2,161,334
|
|
|
$
|
1,791,150
|
|
|
|
|
|
||
Backlog
|
|
$
|
1,674,143
|
|
|
$
|
1,597,001
|
|
|
$
|
1,551,959
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Defense markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
285,576
|
|
|
$
|
262,914
|
|
|
$
|
302,601
|
|
|
9
|
%
|
|
(13
|
)%
|
Ground
|
|
74,066
|
|
|
80,064
|
|
|
93,814
|
|
|
(7
|
)%
|
|
(15
|
)%
|
|||
Naval
|
|
381,336
|
|
|
370,748
|
|
|
335,406
|
|
|
3
|
%
|
|
11
|
%
|
|||
Other
|
|
8,612
|
|
|
16,370
|
|
|
24,448
|
|
|
(47
|
)%
|
|
(33
|
)%
|
|||
Total Defense
|
|
$
|
749,590
|
|
|
$
|
730,096
|
|
|
$
|
756,269
|
|
|
3
|
%
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
428,083
|
|
|
$
|
398,870
|
|
|
$
|
335,073
|
|
|
7
|
%
|
|
19
|
%
|
Oil and Gas
|
|
232,360
|
|
|
186,638
|
|
|
128,409
|
|
|
24
|
%
|
|
45
|
%
|
|||
Power Generation
|
|
427,460
|
|
|
461,574
|
|
|
433,334
|
|
|
(7
|
)%
|
|
7
|
%
|
|||
General Industrial
|
|
405,633
|
|
|
340,903
|
|
|
170,222
|
|
|
19
|
%
|
|
100
|
%
|
|||
Total Commercial
|
|
$
|
1,493,536
|
|
|
$
|
1,387,985
|
|
|
$
|
1,067,038
|
|
|
8
|
%
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Curtiss-Wright
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
|
6
|
%
|
|
16
|
%
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
2
|
%
|
|
14
|
%
|
|
2
|
%
|
|
24
|
%
|
Acquisitions/divestitures
|
|
4
|
%
|
|
3
|
%
|
|
14
|
%
|
|
5
|
%
|
Foreign currency
|
|
—
|
%
|
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
Total
|
|
6
|
%
|
|
19
|
%
|
|
16
|
%
|
|
31
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
(In thousands, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
1,074,772
|
|
|
$
|
950,698
|
|
|
$
|
677,722
|
|
|
13
|
%
|
|
40
|
%
|
Operating income
|
|
142,831
|
|
|
105,245
|
|
|
66,576
|
|
|
36
|
%
|
|
58
|
%
|
|||
Operating margin
|
|
13.3
|
%
|
|
11.1
|
%
|
|
9.8
|
%
|
|
220
|
bps
|
|
130 bps
|
|
|||
Restructuring charges
|
|
—
|
|
|
—
|
|
|
12,446
|
|
|
NM
|
|
|
NM
|
|
|||
New orders
|
|
$
|
1,069,015
|
|
|
$
|
1,008,197
|
|
|
$
|
736,311
|
|
|
6
|
%
|
|
37
|
%
|
Backlog
|
|
$
|
462,254
|
|
|
$
|
485,603
|
|
|
$
|
397,331
|
|
|
(5
|
)%
|
|
22
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
6
|
%
|
|
32
|
%
|
|
5
|
%
|
|
46
|
%
|
Acquisitions/divestitures
|
|
7
|
%
|
|
5
|
%
|
|
35
|
%
|
|
12
|
%
|
Foreign currency
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Total
|
|
13
|
%
|
|
36
|
%
|
|
40
|
%
|
|
58
|
%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
|
||||||||||||||||
Sales
|
|
$
|
737,566
|
|
|
$
|
767,499
|
|
|
$
|
768,101
|
|
|
(4
|
)%
|
|
—
|
%
|
Operating income
|
|
102,252
|
|
|
116,618
|
|
|
90,285
|
|
|
(12
|
)%
|
|
29
|
%
|
|||
Operating margin
|
|
13.9
|
%
|
|
15.2
|
%
|
|
11.8
|
%
|
|
(130
|
) bps
|
|
340
|
bps
|
|||
Items impacting comparability
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
—
|
|
|
—
|
|
|
6,107
|
|
|
NM
|
|
|
NM
|
|
|||
Change in estimate:
|
|
|
|
|
|
|
|
|
|
|
||||||||
AP1000
|
|
—
|
|
|
—
|
|
|
(23,684
|
)
|
|
NM
|
|
|
NM
|
|
|||
Tech Transfer
|
|
—
|
|
|
—
|
|
|
14,213
|
|
|
NM
|
|
|
NM
|
|
|||
Impacts of strike
(1)
|
|
|
|
—
|
|
|
(11,348
|
)
|
|
|
|
|
||||||
New orders
|
|
$
|
952,516
|
|
|
$
|
750,358
|
|
|
$
|
658,638
|
|
|
27
|
%
|
|
14
|
%
|
Backlog
|
|
$
|
1,015,466
|
|
|
$
|
875,568
|
|
|
$
|
921,342
|
|
|
16
|
%
|
|
(5
|
)%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
(6
|
)%
|
|
(18
|
)%
|
|
(1
|
)%
|
|
26
|
%
|
Acquisitions/divestitures
|
|
2
|
%
|
|
3
|
%
|
|
1
|
%
|
|
—
|
%
|
Foreign currency
|
|
—
|
%
|
|
3
|
%
|
|
—
|
%
|
|
3
|
%
|
Total
|
|
(4
|
)%
|
|
(12
|
)%
|
|
—
|
%
|
|
29
|
%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
430,788
|
|
|
$
|
399,884
|
|
|
$
|
377,484
|
|
|
8
|
%
|
|
6
|
%
|
Operating income
|
|
67,602
|
|
|
57,204
|
|
|
55,643
|
|
|
18
|
%
|
|
3
|
%
|
|||
Operating margin
|
|
15.7
|
%
|
|
14.3
|
%
|
|
14.7
|
%
|
|
140
|
bps
|
|
(40) bps
|
|
|||
Restructuring
|
|
—
|
|
|
—
|
|
|
$
|
648
|
|
|
NM
|
|
|
NM
|
|
||
New orders
|
|
$
|
387,669
|
|
|
$
|
402,779
|
|
|
$
|
396,201
|
|
|
(4
|
)%
|
|
2
|
%
|
Backlog
|
|
$
|
196,423
|
|
|
$
|
235,830
|
|
|
$
|
233,286
|
|
|
(17
|
)%
|
|
1
|
%
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
6
|
%
|
|
17
|
%
|
|
1
|
%
|
|
—
|
%
|
Acquisitions
|
|
2
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
3
|
%
|
Foreign currency
|
|
—
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
|
8
|
%
|
|
18
|
%
|
|
6
|
%
|
|
3
|
%
|
|
December 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
331,766
|
|
|
$
|
237,827
|
|
|
$
|
152,474
|
|
Investing activities
|
53,448
|
|
|
(313,692
|
)
|
|
(492,998
|
)
|
|||
Financing activities
|
(92,438
|
)
|
|
140,138
|
|
|
254,241
|
|
|||
Effect of exchange rates
|
(17,954
|
)
|
|
(1,002
|
)
|
|
3,919
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
274,822
|
|
|
$
|
63,271
|
|
|
$
|
(82,364
|
)
|
(In thousands)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Debt Principal Repayments
|
|
$
|
954,348
|
|
|
$
|
1,069
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
803,279
|
|
Interest Payment on Fixed Rate Debt
|
|
362,523
|
|
|
39,908
|
|
|
39,908
|
|
|
39,206
|
|
|
31,643
|
|
|
31,643
|
|
|
180,215
|
|
|||||||
Operating Leases
|
|
145,808
|
|
|
27,615
|
|
|
24,039
|
|
|
20,514
|
|
|
16,058
|
|
|
11,899
|
|
|
45,683
|
|
|||||||
Build-to-suit Lease
|
|
20,599
|
|
|
1,188
|
|
|
1,218
|
|
|
1,248
|
|
|
1,280
|
|
|
1,312
|
|
|
14,353
|
|
|||||||
Total
|
|
$
|
1,483,278
|
|
|
$
|
69,780
|
|
|
$
|
65,165
|
|
|
$
|
210,968
|
|
|
$
|
48,981
|
|
|
$
|
44,854
|
|
|
$
|
1,043,530
|
|
(In thousands)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
(1)
|
||||||||||||||
Letters of Credit
|
|
$
|
54,262
|
|
|
$
|
13,476
|
|
|
$
|
21,915
|
|
|
$
|
4,142
|
|
|
$
|
4,626
|
|
|
$
|
680
|
|
|
$
|
9,423
|
|
Assumption
|
|
Percentage
Point Change
|
|
Increase in
Benefit
Obligation
|
|
Increase in
Expense
|
|||||
Discount rate
|
|
(0.25
|
)%
|
|
$
|
22,000
|
|
|
$
|
2,500
|
|
Rate of compensation increase
|
|
0.25
|
%
|
|
3,000
|
|
|
800
|
|
||
Expected return on assets
|
|
(0.25
|
)%
|
|
—
|
|
|
1,500
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
$
|
1,815,028
|
|
|
$
|
1,719,591
|
|
|
$
|
1,450,313
|
|
Service sales
|
|
428,098
|
|
|
398,490
|
|
|
372,994
|
|
|||
Total net sales
|
|
2,243,126
|
|
|
2,118,081
|
|
|
1,823,307
|
|
|||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|||
Cost of product sales
|
|
1,190,714
|
|
|
1,123,291
|
|
|
960,878
|
|
|||
Cost of service sales
|
|
275,896
|
|
|
258,951
|
|
|
250,010
|
|
|||
Total cost of sales
|
|
1,466,610
|
|
|
1,382,242
|
|
|
1,210,888
|
|
|||
Gross profit
|
|
776,516
|
|
|
735,839
|
|
|
612,419
|
|
|||
|
|
|
|
|
|
|
||||||
Research and development expenses
|
|
(67,842
|
)
|
|
(63,580
|
)
|
|
(54,352
|
)
|
|||
Selling expenses
|
|
(128,005
|
)
|
|
(128,473
|
)
|
|
(107,618
|
)
|
|||
General and administrative expenses
|
|
(298,296
|
)
|
|
(306,663
|
)
|
|
(269,055
|
)
|
|||
Operating income
|
|
282,373
|
|
|
237,123
|
|
|
181,394
|
|
|||
Interest expense
|
|
(35,794
|
)
|
|
(37,053
|
)
|
|
(26,301
|
)
|
|||
Other income, net
|
|
365
|
|
|
980
|
|
|
128
|
|
|||
Earnings before income taxes
|
|
246,944
|
|
|
201,050
|
|
|
155,221
|
|
|||
Provision for income taxes
|
|
(76,995
|
)
|
|
(61,646
|
)
|
|
(51,140
|
)
|
|||
Earnings from continuing operations
|
|
169,949
|
|
|
139,404
|
|
|
104,081
|
|
|||
Gain/(loss) from discontinued operations, net of taxes
|
|
(56,611
|
)
|
|
(1,423
|
)
|
|
9,763
|
|
|||
Net earnings
|
|
$
|
113,338
|
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
3.54
|
|
|
$
|
2.97
|
|
|
$
|
2.23
|
|
Earnings/(loss) from discontinued operations
|
|
(1.18
|
)
|
|
(0.03
|
)
|
|
0.21
|
|
|||
Total
|
|
$
|
2.36
|
|
|
$
|
2.94
|
|
|
$
|
2.44
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
3.46
|
|
|
$
|
2.91
|
|
|
$
|
2.20
|
|
Earnings/(loss) from discontinued operations
|
|
(1.15
|
)
|
|
(0.03
|
)
|
|
0.21
|
|
|||
Total
|
|
$
|
2.31
|
|
|
$
|
2.88
|
|
|
$
|
2.41
|
|
Dividends per share
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
48,019
|
|
|
46,991
|
|
|
46,743
|
|
|||
Diluted
|
|
49,075
|
|
|
47,912
|
|
|
47,412
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
113,338
|
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation, net of tax
(1)
|
|
(79,386
|
)
|
|
(6,619
|
)
|
|
25,954
|
|
|||
Pension and postretirement adjustments, net of tax
(2)
|
|
(74,284
|
)
|
|
87,386
|
|
|
(16,331
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(153,670
|
)
|
|
80,767
|
|
|
9,623
|
|
|||
Comprehensive income (loss)
|
|
$
|
(40,332
|
)
|
|
$
|
218,748
|
|
|
$
|
123,467
|
|
(1)
|
The tax benefit (expense) included in other comprehensive income (loss) for foreign currency translation adjustments for
2014
,
2013
, and
2012
were
$2.1 million
,
($0.9) million
, and
$0.7 million
, respectively.
|
(2)
|
The tax benefit (expense) included in other comprehensive income (loss) for pension and postretirement adjustments for
2014
,
2013
, and
2012
were
$41.3 million
,
($49.4) million
, and
$9.1 million
, respectively.
|
|
|
At December 31,
|
||||||
(In thousands, except share data)
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
450,116
|
|
|
$
|
175,294
|
|
Receivables, net
|
|
495,480
|
|
|
603,592
|
|
||
Inventories, net
|
|
388,670
|
|
|
452,087
|
|
||
Deferred tax assets, net
|
|
44,311
|
|
|
47,650
|
|
||
Assets held for sale
|
|
147,347
|
|
|
—
|
|
||
Other current assets
|
|
45,151
|
|
|
58,660
|
|
||
Total current assets
|
|
1,571,075
|
|
|
1,337,283
|
|
||
Property, plant, and equipment, net
|
|
458,919
|
|
|
515,718
|
|
||
Goodwill
|
|
998,506
|
|
|
1,110,429
|
|
||
Other intangible assets, net
|
|
349,227
|
|
|
471,379
|
|
||
Other assets
|
|
21,784
|
|
|
23,465
|
|
||
Total assets
|
|
$
|
3,399,511
|
|
|
$
|
3,458,274
|
|
LIABILITIES
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term and short-term debt
|
|
$
|
1,069
|
|
|
$
|
1,334
|
|
Accounts payable
|
|
152,266
|
|
|
186,941
|
|
||
Accrued expenses
|
|
145,938
|
|
|
142,935
|
|
||
Income taxes payable
|
|
22,472
|
|
|
789
|
|
||
Deferred revenue
|
|
176,693
|
|
|
164,343
|
|
||
Liabilities held for sale
|
|
35,392
|
|
|
—
|
|
||
Other current liabilities
|
|
38,163
|
|
|
38,251
|
|
||
Total current liabilities
|
|
571,993
|
|
|
534,593
|
|
||
Long-term debt
|
|
953,279
|
|
|
958,604
|
|
||
Deferred tax liabilities, net
|
|
51,554
|
|
|
123,644
|
|
||
Accrued pension and other postretirement benefit costs
|
|
226,687
|
|
|
138,904
|
|
||
Long-term portion of environmental reserves
|
|
14,911
|
|
|
15,498
|
|
||
Other liabilities
|
|
102,654
|
|
|
134,326
|
|
||
Total liabilities
|
|
1,921,078
|
|
|
1,905,569
|
|
||
Contingencies and Commitments (Note 13, 17 and 19)
|
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock, $1 par value,100,000,000 shares authorized at December 31, 2014 and 2013; 49,189,702 shares issued at December 31, 2014 and 2013; outstanding shares were 47,904,518 at December 31,2014 and 47,638,835 at December 31, 2013.
|
|
49,190
|
|
|
49,190
|
|
||
Additional paid in capital
|
|
158,043
|
|
|
150,618
|
|
||
Retained earnings
|
|
1,469,306
|
|
|
1,380,981
|
|
||
Accumulated other comprehensive income (loss)
|
|
(128,411
|
)
|
|
25,259
|
|
||
Common treasury stock, at cost (1,285,184 shares at December 31, 2014 and 1,550,867 shares at December 31, 2013)
|
|
(69,695
|
)
|
|
(53,343
|
)
|
||
Total stockholders' equity
|
|
1,478,433
|
|
|
1,552,705
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,399,511
|
|
|
$
|
3,458,274
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
113,338
|
|
|
$
|
137,981
|
|
|
$
|
113,844
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
118,931
|
|
|
121,497
|
|
|
93,896
|
|
|||
(Gain)/Loss on sale of businesses
|
|
29,184
|
|
|
|
|
|
(29,912
|
)
|
|||
(Gain) loss on fixed asset disposals
|
|
632
|
|
|
77
|
|
|
(414
|
)
|
|||
Gain on bargain purchase
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|||
Deferred income taxes
|
|
(27,241
|
)
|
|
5,928
|
|
|
(3,871
|
)
|
|||
Share-based compensation
|
|
8,500
|
|
|
7,349
|
|
|
9,428
|
|
|||
Impairment of assets
|
|
3,202
|
|
|
887
|
|
|
4,988
|
|
|||
Impairment of assets held for sale
|
|
41,369
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of businesses acquired and disposed of:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
12,845
|
|
|
6,599
|
|
|
26,524
|
|
|||
Inventories, net
|
|
(19,375
|
)
|
|
(25,499
|
)
|
|
(30,100
|
)
|
|||
Progress payments
|
|
(6,971
|
)
|
|
(6,131
|
)
|
|
(7,923
|
)
|
|||
Accounts payable and accrued expenses
|
|
16,147
|
|
|
8,567
|
|
|
(7,290
|
)
|
|||
Deferred revenue
|
|
24,471
|
|
|
(7,281
|
)
|
|
(34,436
|
)
|
|||
Income taxes
|
|
38,946
|
|
|
(16,811
|
)
|
|
15,211
|
|
|||
Net pension and postretirement liabilities
|
|
(26,431
|
)
|
|
(1,630
|
)
|
|
(1,132
|
)
|
|||
Other current and long-term assets and liabilities
|
|
4,219
|
|
|
6,294
|
|
|
4,571
|
|
|||
Net cash provided by operating activities
|
|
331,766
|
|
|
237,827
|
|
|
152,474
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sales and disposals of long-lived assets
|
|
594
|
|
|
1,348
|
|
|
2,557
|
|
|||
Proceeds from divestitures
|
|
152,965
|
|
|
—
|
|
|
52,123
|
|
|||
Acquisition of intangible assets
|
|
—
|
|
|
—
|
|
|
(1,761
|
)
|
|||
Proceeds from insurance
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|||
Additions to property, plant, and equipment
|
|
(67,115
|
)
|
|
(72,242
|
)
|
|
(82,954
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(34,364
|
)
|
|
(236,135
|
)
|
|
(460,439
|
)
|
|||
Additional consideration paid on prior year acquisitions
|
|
(989
|
)
|
|
(6,663
|
)
|
|
(2,524
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
53,448
|
|
|
(313,692
|
)
|
|
(492,998
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit facility
|
|
364,557
|
|
|
983,109
|
|
|
576,934
|
|
|||
Borrowings of debt
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
Payment of revolving credit facility
|
|
(414,770
|
)
|
|
(1,229,148
|
)
|
|
(296,145
|
)
|
|||
Principal payments on debt
|
|
(80
|
)
|
|
(125,033
|
)
|
|
—
|
|
|||
Repurchases of company stock
|
|
(65,220
|
)
|
|
—
|
|
|
(25,705
|
)
|
|||
Proceeds from share-based compensation plans
|
|
38,182
|
|
|
27,450
|
|
|
15,492
|
|
|||
Dividends paid
|
|
(25,013
|
)
|
|
(18,377
|
)
|
|
(16,392
|
)
|
|||
Other
|
|
296
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
|
9,610
|
|
|
2,137
|
|
|
57
|
|
|||
Net cash provided by (used for) financing activities
|
|
(92,438
|
)
|
|
140,138
|
|
|
254,241
|
|
|||
Effect of exchange-rate changes on cash
|
|
(17,954
|
)
|
|
(1,002
|
)
|
|
3,919
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
274,822
|
|
|
63,271
|
|
|
(82,364
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
175,294
|
|
|
112,023
|
|
|
194,387
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
450,116
|
|
|
$
|
175,294
|
|
|
$
|
112,023
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
|
2,891
|
|
|
4,546
|
|
|
1,478
|
|
|||
Recognition of asset retirement obligation
|
|
—
|
|
|
—
|
|
|
6,904
|
|
|||
Property and equipment under build to suit transaction
|
|
14,735
|
|
|
6,225
|
|
|
—
|
|
|
|
Common Stock
|
|
Additional
Paid
in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock
|
||||||||||
January 1, 2012
|
|
$
|
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
|
)
|
|
—
|
|
|
—
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(6,233
|
)
|
|
—
|
|
|
—
|
|
|
6,233
|
|
|||||
Stock options exercised, net of tax
|
|
311
|
|
|
6,431
|
|
|
—
|
|
|
—
|
|
|
10,077
|
|
|||||
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
|
)
|
|
—
|
|
|
—
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(2,127
|
)
|
|
—
|
|
|
—
|
|
|
5,796
|
|
|||||
Stock options exercised, net of tax
|
|
—
|
|
|
(5,728
|
)
|
|
—
|
|
|
—
|
|
|
34,451
|
|
|||||
Other
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||
Share-based compensation
|
|
—
|
|
|
6,920
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|||||
December 31, 2013
|
|
$
|
49,190
|
|
|
$
|
150,618
|
|
|
$
|
1,380,981
|
|
|
$
|
25,259
|
|
|
$
|
(53,343
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
113,338
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153,670
|
)
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(25,013
|
)
|
|
—
|
|
|
—
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(722
|
)
|
|
—
|
|
|
—
|
|
|
3,155
|
|
|||||
Stock options exercised, net of tax
|
|
—
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
45,049
|
|
|||||
Other
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
—
|
|
|
430
|
|
|||||
Share-based compensation
|
|
—
|
|
|
8,266
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,220
|
)
|
|||||
December 31, 2014
|
|
$
|
49,190
|
|
|
$
|
158,043
|
|
|
$
|
1,469,306
|
|
|
$
|
(128,411
|
)
|
|
$
|
(69,695
|
)
|
Buildings and improvements
|
5 to 40 years
|
Machinery, equipment, and other
|
3 to 15 years
|
Standard
|
Description
|
Effect on the financial statements
|
ASU 2014-09 Revenue from contracts with customers
Date of adoption: January 1, 2017
|
In May 2014, the FASB issued a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full
retrospective or modified retrospective adoption.
|
The Corporation is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements.
|
ASU 2014-08 Reporting Discontinued Operations
Date of adoption: December 15, 2014
|
In April 2014, new guidance was issued that amends the current discontinued operations guidance. The new guidance limits discontinued operation reporting to situations where the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results, and requires expanded disclosures for discontinued operations. The adoption of this new guidance will be effective prospectively for annual reporting periods beginning after December 15, 2014 and interim periods within those years, with early adoption permitted in certain instances.
|
The Corporation plans to adopt the provisions of the new guidance during the first quarter of 2015. The
significance of this guidance is dependent on any future divestitures or disposals.
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
363,869
|
|
|
$
|
392,690
|
|
|
$
|
285,194
|
|
Loss from discontinued operations before income taxes
(1)
|
|
(48,519
|
)
|
|
(3,097
|
)
|
|
(14,930
|
)
|
|||
Income tax benefit/(expense)
|
|
14,268
|
|
|
1,674
|
|
|
6,181
|
|
|||
Gain/(loss) on sale of businesses
(2)
|
|
(22,360
|
)
|
|
—
|
|
|
18,512
|
|
|||
Earnings from discontinued operations
|
|
$
|
(56,611
|
)
|
|
$
|
(1,423
|
)
|
|
$
|
9,763
|
|
(In thousands)
|
|
|
|
|
December 31, 2014
|
|
|
Assets held for sale:
|
|
|
|
|
|
||
Receivables, net
|
|
|
|
|
$
|
60,187
|
|
Inventories, net
|
|
|
|
|
27,414
|
|
|
Property, plant, and equipment, net
|
|
|
|
|
22,473
|
|
|
Goodwill
|
|
|
|
|
42,395
|
|
|
Other intangible assets, net
|
|
|
|
|
19,151
|
|
|
Other assets
|
|
|
|
|
5,631
|
|
|
Deferred tax assets, net
|
|
|
|
|
11,174
|
|
|
Reserve for assets held for sale
|
|
|
|
|
(41,078
|
)
|
|
Total assets held for sale, current
|
|
|
|
|
$
|
147,347
|
|
Liabilities held for sale
|
|
|
|
|
|
||
Accounts payable
|
|
|
|
|
$
|
12,579
|
|
Accrued expenses
|
|
|
|
|
8,320
|
|
|
Other current liabilities
|
|
|
|
|
13,930
|
|
|
Other liabilities
|
|
|
|
|
563
|
|
|
Total liabilities held for sale, current
|
|
|
|
|
$
|
35,392
|
|
|
|
Net Sales
|
|
Earnings /(loss) before income taxes
|
||||||||||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Commercial/Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Surface Technologies - Domestic
|
|
$
|
4,395
|
|
|
$
|
4,672
|
|
|
$
|
1,767
|
|
|
$
|
(2,264
|
)
|
|
$
|
(528
|
)
|
|
$
|
(319
|
)
|
Defense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engineered Packaging
|
|
19,841
|
|
|
19,484
|
|
|
17,862
|
|
|
1,822
|
|
|
858
|
|
|
1,165
|
|
||||||
Aviation Ground Support Equipment
|
29,331
|
|
|
28,022
|
|
|
28,585
|
|
|
(8,644
|
)
|
|
(122
|
)
|
|
27
|
|
|||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Downstream
|
|
127,594
|
|
|
109,270
|
|
|
98,341
|
|
|
(32,284
|
)
|
|
(3,175
|
)
|
|
(12,388
|
)
|
||||||
Total included in discontinued operations
|
|
$
|
181,161
|
|
|
$
|
161,448
|
|
|
$
|
146,555
|
|
|
$
|
(41,370
|
)
|
|
$
|
(2,967
|
)
|
|
$
|
(11,515
|
)
|
|
|
Net Sales
|
|
Earnings /(loss) before income taxes
|
||||||||||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Commercial/Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Surface Technologies - International
|
|
$
|
4,355
|
|
|
$
|
4,600
|
|
|
$
|
4,248
|
|
|
$
|
(6,123
|
)
|
|
$
|
(805
|
)
|
|
$
|
(989
|
)
|
Heat Treat
|
|
—
|
|
|
—
|
|
|
10,785
|
|
|
—
|
|
|
—
|
|
|
4,929
|
|
||||||
Defense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benshaw
|
|
29,029
|
|
|
70,741
|
|
|
89,183
|
|
|
(3,061
|
)
|
|
2,173
|
|
|
5,972
|
|
||||||
3D Radar
|
|
344
|
|
|
5,165
|
|
|
7,444
|
|
|
(1,117
|
)
|
|
215
|
|
|
1,492
|
|
||||||
Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Upstream
|
|
143,182
|
|
|
145,609
|
|
|
9,335
|
|
|
14,267
|
|
|
10,898
|
|
|
(2,090
|
)
|
||||||
Vessels
|
|
5,798
|
|
|
5,127
|
|
|
17,644
|
|
|
(11,115
|
)
|
|
(12,611
|
)
|
|
(12,729
|
)
|
||||||
Total included in discontinued operations
|
|
$
|
182,708
|
|
|
$
|
231,242
|
|
|
$
|
138,639
|
|
|
$
|
(7,149
|
)
|
|
$
|
(130
|
)
|
|
$
|
(3,415
|
)
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Accounts receivable
|
|
$
|
2,991
|
|
|
$
|
25,972
|
|
|
$
|
53,753
|
|
Inventory
|
|
304
|
|
|
30,930
|
|
|
52,225
|
|
|||
Property, plant, and equipment
|
|
2,802
|
|
|
18,066
|
|
|
40,915
|
|
|||
Other current assets
|
|
81
|
|
|
3,229
|
|
|
7,244
|
|
|||
Intangible assets
|
|
13,501
|
|
|
102,265
|
|
|
182,681
|
|
|||
Current and non-current liabilities
|
|
(1,754
|
)
|
|
(18,959
|
)
|
|
(44,617
|
)
|
|||
Pension and postretirement benefits
|
|
—
|
|
|
(6,472
|
)
|
|
(8,144
|
)
|
|||
Deferred income taxes
|
|
(2,199
|
)
|
|
(19,682
|
)
|
|
(50,367
|
)
|
|||
Debt assumed
|
|
—
|
|
|
—
|
|
|
(13,819
|
)
|
|||
Due to seller
|
|
—
|
|
|
(3,361
|
)
|
|
(240
|
)
|
|||
Net tangible and intangible assets
|
|
15,726
|
|
|
131,988
|
|
|
219,631
|
|
|||
(Gain on Bargain Purchase)
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|||
Purchase price
|
|
34,364
|
|
|
236,135
|
|
|
462,416
|
|
|||
Goodwill
|
|
$
|
18,638
|
|
|
$
|
104,147
|
|
|
$
|
243,695
|
|
(In thousands, except per share data)
|
|
2013
|
|
2012
|
||||
Net sales
|
|
$
|
2,184,715
|
|
|
$
|
2,157,815
|
|
Net earnings from continuing operations
|
|
143,960
|
|
|
116,768
|
|
||
Diluted earnings per share from continuing operations
|
|
3.04
|
|
|
2.46
|
|
•
|
Elimination of historical intangible asset amortization expense (approximately
$0.7 million
and $
1.8 million
in
2013
and
2012
, respectively).
|
•
|
Additional amortization expense (approximately
$3.6 million
and $
18.5 million
in
2013
and
2012
, respectively) related to the fair value of identifiable intangible assets acquired.
|
•
|
Additional depreciation expense (approximately
$1.2 million
and $
1.6 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 $
5.3 million
in
2013
and
2012
, respectively).
|
•
|
Additional interest expense (approximately
$4.2 million
and $
16.5 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)
|
|
CCRS
|
|
NPSI
|
||||
Accounts receivable
|
|
$
|
2,984
|
|
|
$
|
7
|
|
Inventory
|
|
64
|
|
|
112
|
|
||
Property, plant, and equipment
|
|
1,987
|
|
|
790
|
|
||
Other current assets
|
|
71
|
|
|
10
|
|
||
Intangible assets
|
|
9,560
|
|
|
3,406
|
|
||
Current and non-current liabilities
|
|
(1,754
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
(2,041
|
)
|
|
—
|
|
||
Net tangible and intangible assets
|
|
10,871
|
|
|
4,325
|
|
||
Purchase price
|
|
24,645
|
|
|
7,965
|
|
||
Goodwill
|
|
$
|
13,774
|
|
|
$
|
3,640
|
|
|
|
|
|
|
||||
Amount of tax deductible goodwill
|
|
$
|
—
|
|
|
$
|
3,640
|
|
(In thousands)
|
|
Phönix
|
|
Arens
|
|
Parvus
|
|
Other
|
|
Total
|
||||||||||
Accounts receivable
|
|
$
|
12,226
|
|
|
$
|
9,441
|
|
|
$
|
3,639
|
|
|
$
|
666
|
|
|
$
|
25,972
|
|
Inventory
|
|
20,358
|
|
|
5,349
|
|
|
5,122
|
|
|
101
|
|
|
30,930
|
|
|||||
Property, plant, and equipment
|
|
12,575
|
|
|
4,787
|
|
|
435
|
|
|
269
|
|
|
18,066
|
|
|||||
Other current assets
|
|
2,153
|
|
|
972
|
|
|
104
|
|
|
—
|
|
|
3,229
|
|
|||||
Intangible assets
|
|
42,305
|
|
|
43,100
|
|
|
15,000
|
|
|
1,860
|
|
|
102,265
|
|
|||||
Current and non-current liabilities
|
|
(7,497
|
)
|
|
(7,991
|
)
|
|
(3,854
|
)
|
|
383
|
|
|
(18,959
|
)
|
|||||
Pension and postretirement benefits
|
|
(6,472
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,472
|
)
|
|||||
Deferred income taxes
|
|
(14,258
|
)
|
|
94
|
|
|
(5,518
|
)
|
|
—
|
|
|
(19,682
|
)
|
|||||
Due to seller
|
|
(119
|
)
|
|
—
|
|
|
(230
|
)
|
|
(3,012
|
)
|
|
(3,361
|
)
|
|||||
Net tangible and intangible assets
|
|
61,271
|
|
|
55,752
|
|
|
14,698
|
|
|
267
|
|
|
131,988
|
|
|||||
Purchase price
|
|
97,886
|
|
|
95,612
|
|
|
37,059
|
|
|
5,578
|
|
|
236,135
|
|
|||||
Goodwill
|
|
$
|
36,615
|
|
|
$
|
39,860
|
|
|
$
|
22,361
|
|
|
$
|
5,311
|
|
|
$
|
104,147
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount of tax deductible goodwill
|
|
$
|
—
|
|
|
$
|
39,860
|
|
|
$
|
—
|
|
|
$
|
5,311
|
|
|
$
|
45,171
|
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Billed receivables:
|
|
|
|
|
||||
Trade and other receivables
|
|
$
|
363,241
|
|
|
$
|
444,841
|
|
Less: Allowance for doubtful accounts
|
|
(5,619
|
)
|
|
(6,857
|
)
|
||
Net billed receivables
|
|
357,622
|
|
|
437,984
|
|
||
Unbilled receivables:
|
|
|
|
|
||||
Recoverable costs and estimated earnings not billed
|
|
150,526
|
|
|
184,120
|
|
||
Less: Progress payments applied
|
|
(12,668
|
)
|
|
(18,512
|
)
|
||
Net unbilled receivables
|
|
137,858
|
|
|
165,608
|
|
||
Receivables, net
|
|
$
|
495,480
|
|
|
$
|
603,592
|
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Raw material
|
|
$
|
201,998
|
|
|
$
|
231,219
|
|
Work-in-process
|
|
89,423
|
|
|
114,372
|
|
||
Finished goods
|
|
103,831
|
|
|
117,444
|
|
||
Inventoried costs related to U.S. Government and other long-term contracts
|
|
59,070
|
|
|
58,796
|
|
||
Gross inventories
|
|
454,322
|
|
|
521,831
|
|
||
Less: Inventory reserves
|
|
(51,435
|
)
|
|
(54,400
|
)
|
||
Progress payments applied, principally related to long-term contracts
|
|
(14,217
|
)
|
|
(15,344
|
)
|
||
Inventories, net
|
|
$
|
388,670
|
|
|
$
|
452,087
|
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
21,762
|
|
|
$
|
24,250
|
|
Buildings and improvements
|
|
219,219
|
|
|
218,551
|
|
||
Machinery, equipment, and other
|
|
750,006
|
|
|
800,573
|
|
||
Property, plant, and equipment, at cost
|
|
990,987
|
|
|
1,043,374
|
|
||
Less: Accumulated depreciation
|
|
(532,068
|
)
|
|
(527,656
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
458,919
|
|
|
$
|
515,718
|
|
(In thousands)
|
|
Commercial/Industrial
|
|
Defense
|
|
Energy
|
|
Consolidated
|
||||||||
December 31, 2012
|
|
$
|
273,247
|
|
|
$
|
467,917
|
|
|
$
|
272,136
|
|
|
$
|
1,013,300
|
|
Acquisitions
|
|
76,108
|
|
|
22,615
|
|
|
5,311
|
|
|
104,034
|
|
||||
Goodwill adjustments
|
|
(3,164
|
)
|
|
—
|
|
|
429
|
|
|
(2,735
|
)
|
||||
Foreign currency translation adjustment
|
|
1,628
|
|
|
(5,101
|
)
|
|
(697
|
)
|
|
(4,170
|
)
|
||||
December 31, 2013
|
|
$
|
347,819
|
|
|
$
|
485,431
|
|
|
$
|
277,179
|
|
|
$
|
1,110,429
|
|
Acquisitions
|
|
$
|
13,773
|
|
|
$
|
—
|
|
|
$
|
4,863
|
|
|
$
|
18,636
|
|
Assets held for sale
|
|
—
|
|
|
(6,525
|
)
|
|
(35,870
|
)
|
|
(42,395
|
)
|
||||
Divestitures
|
|
—
|
|
|
(11,695
|
)
|
|
(43,660
|
)
|
|
(55,355
|
)
|
||||
Goodwill adjustments
|
|
(1,096
|
)
|
|
(254
|
)
|
|
—
|
|
|
(1,350
|
)
|
||||
Foreign currency translation adjustment
|
|
(9,634
|
)
|
|
(20,217
|
)
|
|
(1,608
|
)
|
|
(31,459
|
)
|
||||
December 31, 2014
|
|
$
|
350,862
|
|
|
$
|
446,740
|
|
|
$
|
200,904
|
|
|
$
|
998,506
|
|
|
|
2014
|
|
2013
|
||||||||
(In thousands, except years data)
|
|
Amount
|
|
Years
|
|
Amount
|
|
Years
|
||||
Technology
|
|
$
|
100
|
|
|
5.0
|
|
$
|
21,101
|
|
|
13.5
|
Customer related intangibles
|
|
13,200
|
|
|
13.6
|
|
73,146
|
|
|
16.9
|
||
Other intangible assets
|
|
200
|
|
|
1.0
|
|
8,504
|
|
|
3.3
|
||
Total
|
|
$
|
13,500
|
|
|
13.3
|
|
$
|
102,751
|
|
|
15.1
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
(In thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Technology
|
|
$
|
178,369
|
|
|
$
|
(84,584
|
)
|
|
$
|
93,785
|
|
|
$
|
213,888
|
|
|
$
|
(88,644
|
)
|
|
$
|
125,244
|
|
Customer related intangibles
|
|
356,844
|
|
|
(122,920
|
)
|
|
233,924
|
|
|
430,604
|
|
|
(127,194
|
)
|
|
303,410
|
|
||||||
Other intangible assets
|
|
38,460
|
|
|
(16,942
|
)
|
|
21,518
|
|
|
66,436
|
|
|
(23,711
|
)
|
|
42,725
|
|
||||||
Total
|
|
$
|
573,673
|
|
|
$
|
(224,446
|
)
|
|
$
|
349,227
|
|
|
$
|
710,928
|
|
|
$
|
(239,549
|
)
|
|
$
|
471,379
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
605
|
|
|
$
|
605
|
|
Total asset derivatives
(1)
|
|
$
|
605
|
|
|
$
|
605
|
|
Liabilities
|
|
|
|
|
||||
Designated for hedge accounting
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
5,121
|
|
|
$
|
49,845
|
|
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
676
|
|
|
$
|
277
|
|
Total liability derivatives
(2)
|
|
$
|
5,797
|
|
|
$
|
50,122
|
|
|
|
Gain/(Loss) on Swap
|
|
Gain/(Loss) on Borrowings
|
||||||||||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Income statement classification:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (loss), net
|
|
$
|
44,724
|
|
|
$
|
(49,845
|
)
|
|
$
|
(742
|
)
|
|
$
|
(44,724
|
)
|
|
$
|
49,845
|
|
|
$
|
742
|
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Forward exchange contracts:
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
$
|
(6,880
|
)
|
|
$
|
(6,198
|
)
|
|
$
|
883
|
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Accrued compensation
|
|
$
|
88,793
|
|
|
$
|
88,108
|
|
Accrued commissions
|
|
10,783
|
|
|
12,834
|
|
||
Accrued interest
|
|
9,688
|
|
|
9,730
|
|
||
Accrued insurance
|
|
6,757
|
|
|
4,885
|
|
||
Accrued 401K
|
|
7,050
|
|
|
—
|
|
||
Other
|
|
22,867
|
|
|
27,378
|
|
||
Total accrued expenses
|
|
$
|
145,938
|
|
|
$
|
142,935
|
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Warranty reserves
|
|
$
|
15,688
|
|
|
$
|
15,914
|
|
Additional amounts due to sellers on acquisitions
|
|
1,739
|
|
|
5,250
|
|
||
Reserves on loss contracts
|
|
2,979
|
|
|
4,067
|
|
||
Deferred tax liability
|
|
2,448
|
|
|
3,175
|
|
||
Pension and other postretirement liabilities
|
|
5,120
|
|
|
4,280
|
|
||
Other
|
|
10,189
|
|
|
5,565
|
|
||
Total other current liabilities
|
|
$
|
38,163
|
|
|
$
|
38,251
|
|
(In thousands)
|
|
Commercial/Industrial
|
|
Defense
|
|
Energy
|
|
Consolidated
|
||||||||
Cost of sales
|
|
$
|
7,413
|
|
|
$
|
3,227
|
|
|
$
|
138
|
|
|
$
|
10,778
|
|
Selling expenses
|
|
—
|
|
|
417
|
|
|
13
|
|
|
430
|
|
||||
General and administrative
|
|
5,033
|
|
|
2,463
|
|
|
497
|
|
|
7,993
|
|
||||
Total
|
|
$
|
12,446
|
|
|
$
|
6,107
|
|
|
$
|
648
|
|
|
$
|
19,201
|
|
(In thousands)
|
|
Severance and
Benefits
|
|
Abandonment
of facility costs
|
|
Total
|
||||||
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)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
$
|
120,563
|
|
|
$
|
105,188
|
|
|
$
|
80,475
|
|
Foreign
|
|
126,381
|
|
|
95,862
|
|
|
74,746
|
|
|||
|
|
$
|
246,944
|
|
|
$
|
201,050
|
|
|
$
|
155,221
|
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
70,609
|
|
|
$
|
29,323
|
|
|
$
|
27,882
|
|
State
|
|
9,065
|
|
|
5,629
|
|
|
5,465
|
|
|||
Foreign
|
|
33,401
|
|
|
20,807
|
|
|
21,369
|
|
|||
|
|
113,075
|
|
|
55,759
|
|
|
54,716
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(29,469
|
)
|
|
7,982
|
|
|
758
|
|
|||
State
|
|
(1,275
|
)
|
|
644
|
|
|
(1,122
|
)
|
|||
Foreign
|
|
(5,070
|
)
|
|
(802
|
)
|
|
(5,172
|
)
|
|||
|
|
(35,814
|
)
|
|
7,824
|
|
|
(5,536
|
)
|
|||
Valuation allowance
|
|
(266
|
)
|
|
(1,937
|
)
|
|
1,960
|
|
|||
Provision for income taxes
|
|
$
|
76,995
|
|
|
$
|
61,646
|
|
|
$
|
51,140
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|||
State and local taxes, net of federal benefit
|
|
2.4
|
|
|
1.6
|
|
|
1.7
|
|
R&D tax credits
|
|
(1.3
|
)
|
|
(1.5
|
)
|
|
(0.9
|
)
|
Foreign earnings
(1)
|
|
(4.4
|
)
|
|
(3.7
|
)
|
|
(3.0
|
)
|
All other, net
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
Effective tax rate
|
|
31.2
|
%
|
|
30.7
|
%
|
|
32.9
|
%
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Capital loss carryover
|
|
$
|
17,555
|
|
|
$
|
—
|
|
Environmental reserves
|
|
10,123
|
|
|
9,913
|
|
||
Inventories
|
|
18,496
|
|
|
20,197
|
|
||
Postretirement/postemployment benefits
|
|
13,326
|
|
|
12,641
|
|
||
Incentive compensation
|
|
16,140
|
|
|
6,727
|
|
||
Accrued vacation pay
|
|
4,968
|
|
|
5,745
|
|
||
Warranty reserves
|
|
4,330
|
|
|
5,073
|
|
||
Share-based payments
|
|
4,422
|
|
|
7,718
|
|
||
Pension plans
|
|
84,493
|
|
|
43,684
|
|
||
Net operating loss
|
|
8,909
|
|
|
9,826
|
|
||
Other
|
|
12,609
|
|
|
14,793
|
|
||
Total deferred tax assets
|
|
195,371
|
|
|
136,317
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Undistributed earnings
|
|
7,840
|
|
|
4,077
|
|
||
Depreciation
|
|
33,117
|
|
|
52,242
|
|
||
Goodwill amortization
|
|
74,555
|
|
|
65,644
|
|
||
Other intangible amortization
|
|
62,777
|
|
|
81,634
|
|
||
Other
|
|
1,612
|
|
|
4,119
|
|
||
Total deferred tax liabilities
|
|
179,901
|
|
|
207,716
|
|
||
Valuation allowance
|
|
23,478
|
|
|
6,321
|
|
||
Net deferred tax assets/(liabilities)
|
|
$
|
(8,008
|
)
|
|
$
|
(77,720
|
)
|
(In thousands)
|
|
2014
|
|
2013
|
||||
Net current deferred tax assets
|
|
$
|
44,311
|
|
|
$
|
47,650
|
|
Net current deferred tax liabilities
|
|
2,448
|
|
|
3,175
|
|
||
Net noncurrent deferred tax assets
|
|
1,683
|
|
|
1,449
|
|
||
Net noncurrent deferred tax liabilities
|
|
51,554
|
|
|
123,644
|
|
||
Net deferred tax assets/(liabilities)
|
|
$
|
(8,008
|
)
|
|
$
|
(77,720
|
)
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1,
|
|
$
|
10,623
|
|
|
$
|
11,301
|
|
|
$
|
5,769
|
|
Additions for tax positions of prior periods
|
|
1,421
|
|
|
1,511
|
|
|
4,591
|
|
|||
Additions for tax positions related to the current year
|
|
1,738
|
|
|
1,768
|
|
|
1,019
|
|
|||
Settlements
|
|
(2,039
|
)
|
|
(3,868
|
)
|
|
(53
|
)
|
|||
Lapses of statute of limitations
|
|
(41
|
)
|
|
(140
|
)
|
|
(28
|
)
|
|||
Foreign currency translation
|
|
(142
|
)
|
|
51
|
|
|
3
|
|
|||
Balance at December 31,
|
|
$
|
11,560
|
|
|
$
|
10,623
|
|
|
$
|
11,301
|
|
United States (Federal)
|
2011
|
-
|
present
|
United States (Various states)
|
1998
|
-
|
present
|
United Kingdom
|
2007
|
-
|
present
|
Canada
|
2008
|
-
|
present
|
(In thousands)
|
|
2014
|
|
2014
|
|
2013
|
|
2013
|
||||||||
|
|
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 2019
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
||||
5.51% Senior notes due 2017
|
|
150,000
|
|
|
162,617
|
|
|
150,000
|
|
|
163,059
|
|
||||
3.84% Senior notes due 2021
|
|
99,934
|
|
|
99,934
|
|
|
98,632
|
|
|
98,632
|
|
||||
3.70% Senior notes due 2023
|
|
225,000
|
|
|
225,748
|
|
|
225,000
|
|
|
209,140
|
|
||||
3.85% Senior notes due 2025
|
|
98,360
|
|
|
98,360
|
|
|
88,555
|
|
|
88,555
|
|
||||
4.24% Senior notes due 2026
|
|
197,237
|
|
|
197,237
|
|
|
173,557
|
|
|
173,557
|
|
||||
4.05% Senior notes due 2028
|
|
74,348
|
|
|
74,348
|
|
|
64,411
|
|
|
64,411
|
|
||||
4.11% Senior notes due 2028
|
|
100,000
|
|
|
100,801
|
|
|
100,000
|
|
|
89,252
|
|
||||
Other debt
|
|
1,069
|
|
|
1,069
|
|
|
1,383
|
|
|
1,383
|
|
||||
Total debt
|
|
954,348
|
|
|
968,514
|
|
|
959,938
|
|
|
946,389
|
|
||||
Less: current portion of long-term debt and short-term debt
|
|
1,069
|
|
|
1,069
|
|
|
1,334
|
|
|
1,334
|
|
||||
Total long-term debt
|
|
$
|
953,279
|
|
|
$
|
967,445
|
|
|
$
|
958,604
|
|
|
$
|
945,055
|
|
(In thousands, except per share data)
|
|
Earnings from
continuing
operations
|
|
Weighted-
Average Shares
Outstanding
|
|
Earnings per share
from continuing
operations
|
|||||
2014
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
169,949
|
|
|
48,019
|
|
|
$
|
3.54
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
1,056
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
169,949
|
|
|
49,075
|
|
|
$
|
3.46
|
|
2013
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
139,404
|
|
|
46,991
|
|
|
$
|
2.97
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
921
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
139,404
|
|
|
47,912
|
|
|
$
|
2.91
|
|
2012
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
104,081
|
|
|
46,743
|
|
|
$
|
2.23
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
669
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
104,081
|
|
|
47,412
|
|
|
$
|
2.20
|
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Non-qualified stock options
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
942
|
|
Employee Stock Purchase Plan
|
|
1,350
|
|
|
1,260
|
|
|
1,303
|
|
|||
Performance Share Units
|
|
3,728
|
|
|
3,495
|
|
|
3,179
|
|
|||
Restricted Share Units
|
|
2,655
|
|
|
1,700
|
|
|
3,237
|
|
|||
Other share-based payments
|
|
767
|
|
|
657
|
|
|
767
|
|
|||
Total share-based compensation expense before income taxes
|
|
$
|
8,500
|
|
|
$
|
7,350
|
|
|
$
|
9,428
|
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash received from share-based awards
|
|
$
|
38,183
|
|
|
$
|
29,194
|
|
|
$
|
15,137
|
|
Recognized tax benefit on awards
|
|
$
|
9,610
|
|
|
$
|
3,199
|
|
|
$
|
1,371
|
|
|
|
Shares
(000’s)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(000’s)
|
|||||
Outstanding at December 31, 2013
|
|
2,321
|
|
|
$
|
33.69
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(872
|
)
|
|
33.45
|
|
|
|
|
|
|||
Forfeited
|
|
(6
|
)
|
|
29.66
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
1,443
|
|
|
$
|
33.86
|
|
|
4.3
|
|
$
|
53,002
|
|
|
Exercisable at December 31, 2014
|
1,443
|
|
|
$
|
33.86
|
|
|
4.3
|
|
$
|
53,002
|
|
|
|
Performance Share Units (PSUs)
|
|
Restricted Share Units (RSUs)
|
||||||||||
|
|
Shares/Units
(000’s)
|
|
Weighted-
Average
Fair Value
|
|
Shares/Units
(000’s)
|
|
Weighted-
Average
Fair Value
|
||||||
Nonvested at December 31, 2013
|
368
|
|
|
$
|
35.52
|
|
|
319
|
|
|
$
|
36.53
|
|
|
Granted
|
|
51
|
|
|
82.79
|
|
|
38
|
|
|
70.28
|
|
||
Vested
|
|
(89
|
)
|
|
29.88
|
|
|
(92
|
)
|
|
33.01
|
|
||
Forfeited
|
|
(18
|
)
|
|
46.71
|
|
|
(19
|
)
|
|
37.02
|
|
||
Nonvested at December 31, 2014
|
312
|
|
|
$
|
44.12
|
|
|
246
|
|
|
$
|
43.03
|
|
|
Expected to vest at December 31, 2014
|
312
|
|
|
$
|
44.12
|
|
|
246
|
|
|
$
|
43.03
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
|
$
|
25,262
|
|
|
$
|
40,170
|
|
|
$
|
40,274
|
|
|
$
|
246
|
|
|
$
|
373
|
|
|
$
|
448
|
|
Interest cost
|
|
30,403
|
|
|
27,777
|
|
|
26,303
|
|
|
877
|
|
|
839
|
|
|
939
|
|
||||||
Expected return on plan assets
|
|
(41,746
|
)
|
|
(36,303
|
)
|
|
(33,585
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
662
|
|
|
883
|
|
|
1,201
|
|
|
(657
|
)
|
|
(638
|
)
|
|
(629
|
)
|
||||||
Recognized net actuarial loss
|
|
6,827
|
|
|
15,013
|
|
|
11,023
|
|
|
(811
|
)
|
|
(614
|
)
|
|
(682
|
)
|
||||||
Cost of settlements/curtailments
|
|
377
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
|
$
|
21,785
|
|
|
$
|
47,553
|
|
|
$
|
45,216
|
|
|
$
|
(345
|
)
|
|
$
|
(40
|
)
|
|
$
|
76
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
674,192
|
|
|
$
|
705,022
|
|
|
$
|
20,416
|
|
|
$
|
23,391
|
|
Service cost
|
|
25,262
|
|
|
40,170
|
|
|
246
|
|
|
373
|
|
||||
Interest cost
|
|
30,403
|
|
|
27,777
|
|
|
877
|
|
|
839
|
|
||||
Plan participants’ contributions
|
|
1,734
|
|
|
2,331
|
|
|
364
|
|
|
350
|
|
||||
Amendments
|
|
178
|
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
||||
Actuarial loss (gain)
|
|
114,763
|
|
|
(62,534
|
)
|
|
3,276
|
|
|
(2,752
|
)
|
||||
Benefits paid
|
|
(40,765
|
)
|
|
(34,253
|
)
|
|
(1,929
|
)
|
|
(1,419
|
)
|
||||
Business combinations
|
|
—
|
|
|
5,809
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
|
—
|
|
|
533
|
|
|
—
|
|
|
—
|
|
||||
Curtailments/ settlements
|
|
—
|
|
|
(9,713
|
)
|
|
—
|
|
|
—
|
|
||||
Actual expenses
|
|
(1,299
|
)
|
|
(2,206
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
(7,108
|
)
|
|
1,256
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
797,360
|
|
|
$
|
674,192
|
|
|
$
|
23,250
|
|
|
$
|
20,416
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
558,567
|
|
|
$
|
460,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
37,574
|
|
|
82,863
|
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
46,306
|
|
|
48,074
|
|
|
1,565
|
|
|
1,069
|
|
||||
Plan participants’ contributions
|
|
1,734
|
|
|
2,331
|
|
|
364
|
|
|
350
|
|
||||
Business combinations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(40,765
|
)
|
|
(34,253
|
)
|
|
(1,929
|
)
|
|
(1,419
|
)
|
||||
Settlements
|
|
(1,299
|
)
|
|
(2,206
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
(6,288
|
)
|
|
1,556
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
595,829
|
|
|
$
|
558,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
|
$
|
(201,531
|
)
|
|
$
|
(115,625
|
)
|
|
$
|
(23,250
|
)
|
|
$
|
(20,416
|
)
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amounts recognized on the balance sheet
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
6,041
|
|
|
$
|
7,142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(3,523
|
)
|
|
(2,620
|
)
|
|
(1,603
|
)
|
|
(1,659
|
)
|
||||
Noncurrent liabilities
|
|
(204,049
|
)
|
|
(120,147
|
)
|
|
(21,647
|
)
|
|
(18,757
|
)
|
||||
Total
|
|
$
|
(201,531
|
)
|
|
$
|
(115,625
|
)
|
|
$
|
(23,250
|
)
|
|
$
|
(20,416
|
)
|
Amounts recognized in accumulated other comprehensive income (AOCI)
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
180,640
|
|
|
$
|
69,355
|
|
|
$
|
(8,264
|
)
|
|
$
|
(12,350
|
)
|
Prior service cost
|
|
1,990
|
|
|
2,537
|
|
|
(4,686
|
)
|
|
(5,343
|
)
|
||||
Total
|
|
$
|
182,630
|
|
|
$
|
71,892
|
|
|
$
|
(12,950
|
)
|
|
$
|
(17,693
|
)
|
Amounts in AOCI expected to be recognized in net periodic cost in the coming year:
|
|
|
|
|
|
|
|
|
||||||||
Loss (gain) recognition
|
|
$
|
15,470
|
|
|
$
|
5,933
|
|
|
$
|
(551
|
)
|
|
$
|
(811
|
)
|
Prior service cost recognition
|
|
$
|
619
|
|
|
$
|
631
|
|
|
$
|
(657
|
)
|
|
$
|
(657
|
)
|
Accumulated benefit obligation
|
|
$
|
753,878
|
|
|
$
|
641,892
|
|
|
N/A
|
|
|
N/A
|
|
||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
770,241
|
|
|
$
|
604,515
|
|
|
N/A
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
|
726,760
|
|
|
528,148
|
|
|
N/A
|
|
|
N/A
|
|
||||
Fair value of plan assets
|
|
562,669
|
|
|
473,078
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted-average assumptions in determination of benefit obligation:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.88
|
%
|
|
4.62
|
%
|
|
3.75
|
%
|
|
4.47
|
%
|
Rate of compensation increase
|
|
3.37
|
%
|
|
3.94
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trends:
|
|
|
|
|
|
|
|
|
||||
Rate assumed for subsequent year
|
|
N/A
|
|
|
N/A
|
|
|
5.50
|
%
|
|
8.00
|
%
|
Ultimate rate reached in 2019 and 2015, respectively
|
|
N/A
|
|
|
N/A
|
|
|
4.59
|
%
|
|
5.00
|
%
|
Weighted-average assumptions in determination of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.62
|
%
|
|
3.95
|
%
|
|
4.47
|
%
|
|
3.70
|
%
|
Expected return on plan assets
|
|
8.01
|
%
|
|
7.91
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
3.36
|
%
|
|
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 2015, respectively
|
|
N/A
|
|
|
N/A
|
|
|
5.00
|
%
|
|
5.00
|
%
|
(In thousands)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Total service and interest cost components
|
|
$
|
15
|
|
|
$
|
(13
|
)
|
Postretirement benefit obligation
|
|
$
|
364
|
|
|
$
|
(301
|
)
|
|
|
As of December 31,
|
|
Target
|
|
Expected
|
||
|
|
2014
|
|
2013
|
|
Exposure
|
|
Range
|
Asset class
|
|
|
|
|
|
|
|
|
Domestic equities
|
|
53%
|
|
52%
|
|
50%
|
|
40%-60%
|
International equities
|
|
14%
|
|
15%
|
|
15%
|
|
10%-20%
|
Total equity
|
|
67%
|
|
67%
|
|
65%
|
|
55%-75%
|
Fixed income
|
|
33%
|
|
31%
|
|
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
|
|
$
|
17,951
|
|
|
$
|
1,638
|
|
|
$
|
16,313
|
|
|
$
|
—
|
|
Equity securities- Mutual funds
(1)
|
|
360,691
|
|
|
307,220
|
|
|
53,471
|
|
|
—
|
|
||||
Bond funds
(2)
|
|
168,348
|
|
|
115,988
|
|
|
52,360
|
|
|
—
|
|
||||
Insurance Contracts
(3)
|
|
10,795
|
|
|
—
|
|
|
—
|
|
|
10,795
|
|
||||
Other
(4)
|
|
782
|
|
|
—
|
|
|
—
|
|
|
782
|
|
||||
December 31, 2013
|
|
$
|
558,567
|
|
|
$
|
424,846
|
|
|
$
|
122,144
|
|
|
$
|
11,577
|
|
Cash and cash equivalents
|
|
$
|
24,354
|
|
|
$
|
871
|
|
|
$
|
23,483
|
|
|
$
|
—
|
|
Equity securities- Mutual funds
(1)
|
|
379,467
|
|
|
330,619
|
|
|
48,848
|
|
|
—
|
|
||||
Bond funds
(2)
|
|
183,068
|
|
|
122,790
|
|
|
60,278
|
|
|
—
|
|
||||
Insurance Contracts
(3)
|
|
8,169
|
|
|
—
|
|
|
—
|
|
|
8,169
|
|
||||
Other
(4)
|
|
771
|
|
|
—
|
|
|
—
|
|
|
771
|
|
||||
December 31, 2014
|
|
$
|
595,829
|
|
|
$
|
454,280
|
|
|
$
|
132,609
|
|
|
$
|
8,940
|
|
(In thousands)
|
|
Insurance
Contracts
|
|
Other
|
|
Total
|
||||||
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
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
158
|
|
|
39
|
|
|
197
|
|
|||
Relating to assets sold during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales, and settlements
|
|
(1,818
|
)
|
|
36
|
|
|
(1,782
|
)
|
|||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
(966
|
)
|
|
(86
|
)
|
|
(1,052
|
)
|
|||
December 31, 2014
|
|
$
|
8,169
|
|
|
$
|
771
|
|
|
$
|
8,940
|
|
(In thousands)
|
|
Pension
Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||
2015
|
|
$
|
45,126
|
|
|
$
|
1,603
|
|
|
$
|
46,729
|
|
2016
|
|
45,914
|
|
|
1,564
|
|
|
47,478
|
|
|||
2017
|
|
47,534
|
|
|
1,529
|
|
|
49,063
|
|
|||
2018
|
|
49,763
|
|
|
1,535
|
|
|
51,298
|
|
|||
2019
|
|
52,630
|
|
|
1,506
|
|
|
54,136
|
|
|||
2020 — 2024
|
|
270,769
|
|
|
7,342
|
|
|
278,111
|
|
(In thousands)
|
Rental
Commitments
|
||
2015
|
$
|
27,615
|
|
2016
|
24,039
|
|
|
2017
|
20,514
|
|
|
2018
|
16,058
|
|
|
2019
|
11,899
|
|
|
Thereafter
|
45,683
|
|
|
Total
|
$
|
145,808
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
1,077,045
|
|
|
$
|
951,900
|
|
|
$
|
679,382
|
|
Defense
|
|
739,805
|
|
|
769,190
|
|
|
770,318
|
|
|||
Energy
|
|
433,114
|
|
|
403,788
|
|
|
381,557
|
|
|||
Less: Intersegment Revenues
|
|
(6,838
|
)
|
|
(6,797
|
)
|
|
(7,950
|
)
|
|||
Total Consolidated
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating income (expense)
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
142,831
|
|
|
$
|
105,245
|
|
|
$
|
66,576
|
|
Defense
|
|
102,252
|
|
|
116,618
|
|
|
90,285
|
|
|||
Energy
|
|
67,602
|
|
|
57,204
|
|
|
55,643
|
|
|||
Corporate and Eliminations
(1)
|
|
(30,312
|
)
|
|
(41,944
|
)
|
|
(31,110
|
)
|
|||
Total Consolidated
|
|
$
|
282,373
|
|
|
$
|
237,123
|
|
|
$
|
181,394
|
|
Segment assets
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
1,324,679
|
|
|
$
|
1,309,232
|
|
|
$
|
1,027,787
|
|
Defense
|
|
1,158,272
|
|
|
1,293,679
|
|
|
1,266,553
|
|
|||
Energy
|
|
632,009
|
|
|
798,330
|
|
|
781,837
|
|
|||
Corporate
|
|
284,551
|
|
|
57,033
|
|
|
38,411
|
|
|||
Total Consolidated
|
|
$
|
3,399,511
|
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
Capital expenditures
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
33,642
|
|
|
$
|
38,063
|
|
|
$
|
43,039
|
|
Defense
|
|
18,111
|
|
|
11,468
|
|
|
20,605
|
|
|||
Energy
|
|
10,474
|
|
|
19,435
|
|
|
13,421
|
|
|||
Corporate
|
|
4,888
|
|
|
3,276
|
|
|
5,889
|
|
|||
Total Consolidated
(2)
|
|
$
|
67,115
|
|
|
$
|
72,242
|
|
|
$
|
82,954
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Earnings before taxes:
|
|
|
|
|
|
|
||||||
Total segment operating income
|
|
$
|
312,685
|
|
|
$
|
279,067
|
|
|
$
|
212,504
|
|
Corporate and administrative
|
|
(30,312
|
)
|
|
(41,944
|
)
|
|
(31,110
|
)
|
|||
Interest expense
|
|
(35,794
|
)
|
|
(37,053
|
)
|
|
(26,301
|
)
|
|||
Other income, net
|
|
365
|
|
|
980
|
|
|
128
|
|
|||
Total consolidated earnings before tax
|
|
$
|
246,944
|
|
|
$
|
201,050
|
|
|
$
|
155,221
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Total assets for reportable segments
|
|
$
|
3,114,960
|
|
|
$
|
3,401,241
|
|
|
$
|
3,076,177
|
|
Non-segment cash
|
|
245,651
|
|
|
12,651
|
|
|
6,934
|
|
|||
Other assets
|
|
38,900
|
|
|
44,382
|
|
|
31,477
|
|
|||
Total consolidated assets
|
|
$
|
3,399,511
|
|
|
$
|
3,458,274
|
|
|
$
|
3,114,588
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
1,521,034
|
|
|
$
|
1,444,019
|
|
|
$
|
1,276,571
|
|
United Kingdom
|
|
145,092
|
|
|
134,815
|
|
|
136,052
|
|
|||
Canada
|
|
72,392
|
|
|
66,234
|
|
|
61,916
|
|
|||
Other foreign countries
|
|
504,608
|
|
|
473,013
|
|
|
348,768
|
|
|||
Consolidated total
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
323,937
|
|
|
$
|
365,691
|
|
|
$
|
352,615
|
|
United Kingdom
|
|
45,625
|
|
|
43,434
|
|
|
43,341
|
|
|||
Canada
|
|
20,257
|
|
|
27,975
|
|
|
31,740
|
|
|||
Other foreign countries
|
|
69,100
|
|
|
78,618
|
|
|
61,897
|
|
|||
Consolidated total
|
|
$
|
458,919
|
|
|
$
|
515,718
|
|
|
$
|
489,593
|
|
|
|
|
||||||||||
(In thousands)
|
|
Foreign currency translation adjustments, net
|
|
Total pension and postretirement adjustments, net
|
|
Accumulated other comprehensive income (loss)
|
||||||
December 31, 2012
|
|
$
|
65,722
|
|
|
$
|
(121,230
|
)
|
|
$
|
(55,508
|
)
|
Current period other comprehensive income (loss)
|
|
(6,619
|
)
|
|
87,386
|
|
|
80,767
|
|
|||
December 31, 2013
|
|
$
|
59,103
|
|
|
$
|
(33,844
|
)
|
|
$
|
25,259
|
|
Other comprehensive loss before reclassifications
(1)
|
|
(79,386
|
)
|
|
(78,450
|
)
|
|
(157,836
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
(1)
|
|
—
|
|
|
4,166
|
|
|
4,166
|
|
|||
Net current period other comprehensive loss
|
|
(79,386
|
)
|
|
(74,284
|
)
|
|
(153,670
|
)
|
|||
December 31, 2014
|
|
$
|
(20,283
|
)
|
|
$
|
(108,128
|
)
|
|
$
|
(128,411
|
)
|
(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
|
|
(5
|
)
|
|
(1)
|
|
Amortization of actuarial losses
|
|
(6,016
|
)
|
|
(1)
|
|
Curtailments
|
|
(377
|
)
|
|
|
|
|
|
(6,398
|
)
|
|
Total before tax
|
|
|
|
2,232
|
|
|
Income tax benefit
|
|
Total reclassifications
|
|
$
|
(4,166
|
)
|
|
Net of tax
|
(1)
|
These items are included in the computation of net periodic pension cost. See Note 16, Pension and Other Postretirement Benefit Plans.
|
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
542,959
|
|
|
$
|
569,198
|
|
|
$
|
558,383
|
|
|
$
|
572,586
|
|
Gross profit
|
|
184,614
|
|
|
198,231
|
|
|
193,331
|
|
|
200,340
|
|
||||
Earnings from continuing operations
|
|
36,430
|
|
|
43,009
|
|
|
44,378
|
|
|
46,132
|
|
||||
Loss from discontinued operations
|
|
(1,266
|
)
|
|
(6,618
|
)
|
|
(19,345
|
)
|
|
(29,382
|
)
|
||||
Net earnings
|
|
35,164
|
|
|
36,391
|
|
|
25,033
|
|
|
16,750
|
|
||||
Basic earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.76
|
|
|
$
|
0.90
|
|
|
$
|
0.92
|
|
|
$
|
0.96
|
|
Loss from discontinued operations
|
|
(0.03
|
)
|
|
(0.14
|
)
|
|
(0.40
|
)
|
|
(0.61
|
)
|
||||
Total
|
|
$
|
0.73
|
|
|
$
|
0.76
|
|
|
$
|
0.52
|
|
|
$
|
0.35
|
|
Diluted earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.74
|
|
|
$
|
0.87
|
|
|
$
|
0.90
|
|
|
$
|
0.94
|
|
Loss from discontinued operations
|
|
(0.02
|
)
|
|
(0.13
|
)
|
|
(0.39
|
)
|
|
(0.60
|
)
|
||||
Total
|
|
$
|
0.72
|
|
|
$
|
0.74
|
|
|
$
|
0.51
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
494,395
|
|
|
$
|
524,139
|
|
|
$
|
511,380
|
|
|
$
|
588,167
|
|
Gross profit
|
|
165,726
|
|
|
182,386
|
|
|
178,672
|
|
|
209,055
|
|
||||
Earnings from continuing operations
|
|
22,590
|
|
|
34,035
|
|
|
38,079
|
|
|
44,700
|
|
||||
Earnings/(loss) from discontinued operations
|
|
(1,647
|
)
|
|
(665
|
)
|
|
(1,718
|
)
|
|
2,607
|
|
||||
Net earnings
|
|
20,943
|
|
|
33,370
|
|
|
36,361
|
|
|
47,307
|
|
||||
Basic earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.48
|
|
|
$
|
0.73
|
|
|
$
|
0.81
|
|
|
$
|
0.95
|
|
Earnings/(loss) from discontinued operations
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
0.05
|
|
||||
Total
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
0.77
|
|
|
$
|
1.00
|
|
Diluted earnings per share *
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.48
|
|
|
$
|
0.72
|
|
|
$
|
0.79
|
|
|
$
|
0.92
|
|
Earnings/(loss) from discontinued operations
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
0.05
|
|
||||
Total
|
|
$
|
0.44
|
|
|
$
|
0.70
|
|
|
$
|
0.76
|
|
|
$
|
0.97
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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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.
|
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8-K
|
|
February 3, 2005
|
|
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3.1
|
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Amended and Restated Certificate of Incorporation
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8-A/A
|
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May 24, 2005
|
|
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3.2
|
|
Amended and Restated By-Laws
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8-K
|
|
February 13, 2014
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|
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3.3
|
|
Form of stock certificate for Common Stock
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8-K
|
|
November 17, 2008
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|
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|
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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.
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10-K
|
|
December 31, 1985
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|
|
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10.1
|
|
Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010.*
|
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14A
|
|
March 19, 2010
|
|
|
|
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10.2
|
|
Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant.*
|
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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
|
|
Instrument of Amendment No. 2 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
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|
|
|
|
|
X
|
|
|
10.7
|
|
Instrument of Amendment No. 3 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
|
|
|
|
|
|
X
|
|
|
10.8
|
|
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
|
|
|
|
|
10.9
|
|
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
|
|
|
|
|
10.10
|
|
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
|
|
|
|
|
10.11
|
|
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
|
|
|
|
|
10.12
|
|
Instrument of Amendment No. 5 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.13
|
|
Instrument of Amendment No. 6 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.14
|
|
Instrument of Amendment No. 7 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.15
|
|
Instrument of Amendment No. 8 to the Amended and Restated Curtiss-Wright Corporation Retirement Plan, as amended January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.16
|
|
Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.17
|
|
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
|
|
|
|
|
10.18
|
|
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
|
|
|
|
|
10.19
|
|
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
|
|
|
|
|
10.20
|
|
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
|
|
|
|
|
10.21
|
|
Instrument of Amendment No. 5 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.22
|
|
Instrument of Amendment No. 6 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.23
|
|
Instrument of Amendment No. 7 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.24
|
|
Instrument of Amendment No. 8 to the Restated and Amended Curtiss-Wright Corporation Savings and Investment Plan, dated January 1, 2010.*
|
|
|
|
|
|
X
|
|
|
10.25
|
|
Curtiss-Wright Corporation 2014 Omnibus Incentive Plan
|
|
14A
|
|
March 21, 2014
|
|
|
|
|
10.26
|
|
Curtiss-Wright Corporation Retirement Savings Restoration Plan
|
|
|
|
|
|
X
|
|
|
10.27
|
|
Form of indemnification Agreement entered into by the Registrant with each of its directors.
|
|
10-Q
|
|
May 7, 2012
|
|
|
|
|
10.28
|
|
Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.29
|
|
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
|
|
|
|
|
10.30
|
|
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
|
|
|
|
|
10.31
|
|
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
|
|
|
|
|
10.32
|
|
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.*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.33
|
|
Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors.*
|
|
14A
|
|
April 5, 2005
|
|
|
|
|
10.34
|
|
Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006.*
|
|
10-K
|
|
February 27, 2007
|
|
|
|
|
10.35
|
|
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
|
|
|
|
|
10.36
|
|
Instrument of Amendment No. 2 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 2008.*
|
|
|
|
|
|
X
|
|
|
10.37
|
|
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
|
|
|
|
|
10.38
|
|
Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association.*
|
|
10-Q
|
|
May 13, 1998
|
|
|
|
|
10.39
|
|
Curtiss-Wright Corporation Employee Stock Purchase Plan.*
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.40
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated September 25, 2003.
|
|
8-K
|
|
October 3, 2003
|
|
|
|
|
10.41
|
|
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
|
|
|
|
|
10.42
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 1, 2005.
|
|
8-K
|
|
December 5, 2005
|
|
|
|
|
10.43
|
|
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
|
|
|
|
|
10.44
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011.
|
|
8-K
|
|
December 13, 2011
|
|
|
|
|
10.45
|
|
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
|
|
|
|
|
10.46
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013.
|
|
8-K
|
|
February 27, 2013
|
|
|
|
|
10.47
|
|
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
|
|
|
|
|
10.48
|
|
Incentive Compensation Plan, as amended November 15, 2010. *
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.49
|
|
Restricted Stock Unit Agreement, dated October 9, 2006, by and between the Registrant and David Adams. *
|
|
8-K
|
|
October 16, 2006
|
|
|
|
|
10.50
|
|
Restricted Stock Unit Agreement, dated October 23, 2007, by and between the Registrant and David Adams. *
|
|
8-K
|
|
October 25, 2007
|
|
|
|
|
10.51
|
|
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
|
|
|
|
|
10.52
|
|
First Amendment to 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
|
|
|
|
|
|
X
|
|
|
10.53
|
|
Second Amendment to 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
|
|
|
|
|
|
X
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
X
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
X
|
|
|
31.1
|
|
Certification of David C. Adams, Chairman 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, Chairman 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, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
6,321
|
|
|
18,535
|
|
|
(263
|
)
|
|
(A)
|
|
1,115
|
|
|
|
|
23,478
|
|
|||||
Total
|
|
$
|
6,321
|
|
|
$
|
18,535
|
|
|
$
|
(263
|
)
|
|
|
|
$
|
1,115
|
|
|
|
|
$
|
23,478
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
8,531
|
|
|
(1,896
|
)
|
|
(314
|
)
|
|
(A)
|
|
—
|
|
|
|
|
6,321
|
|
|||||
Total
|
|
$
|
8,531
|
|
|
$
|
(1,896
|
)
|
|
$
|
(314
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
6,321
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
5,518
|
|
|
1,665
|
|
|
1,348
|
|
|
(A)
|
|
—
|
|
|
|
|
8,531
|
|
|||||
Total
|
|
$
|
5,518
|
|
|
$
|
1,665
|
|
|
$
|
1,348
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
8,531
|
|
A.
|
Primarily foreign currency translation adjustments.
|
1.
|
Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss-Wright Corporation Retirement Benefits Restoration Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety, effective as of January 1, 2009.
|
2.
|
Subsequent to the most recent amendment of the Plan, the Company has decided to amend the Plan for the following reasons:
|
a.
|
To reflect that the joint and 66-2/3% survivor annuity has been eliminated as an optional form of payment for Curtiss-Wright participants; and
|
b.
|
To provide for a default form of payment in the case of a Curtiss-Wright participant who previously elected to receive benefits in the form of the joint and 66-2/3% survivor annuity, but fails to make a valid election of a different annuity form of payment before his or her benefit commencement date.
|
3.
|
Article IX(a) of the Plan permits the Board of Directors of the Company to amend the Plan, by written instrument, at any time and from time to time.
|
4.
|
The Board of Directors has delegated to the Curtiss-Wright Corporation Administrative Committee the authority to adopt amendments that do not materially increase the costs of the Plan.
|
1.
|
Article VII(c) is amended by adding the following sentence at the end of this paragraph:
|
2.
|
Article VII(d) is amended by adding the following sentence at the end of this paragraph:
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
1.
|
Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Retirement Benefits Restoration Plan (the “Restoration Plan”) and has caused the Restoration Plan to be amended and restated with respect to compensation earned after December 31, 2004, including amendments reflected in the restatement of the Restoration Plan effective January 1, 2009.
|
2.
|
Subsequent to the most recent amendment and restatement, the Company has decided to amend the Restoration Plan, effective January 1, 2014, (a) to revise the deadline for filing an election with respect to the time and form of payment of benefits under the Restoration Plan so that it accords with comparable provisions of the Curtiss-Wright Corporation Retirement Savings Restoration Plan and the permissible restrictions of Section 409A(a)(4) of the Internal Revenue Code and regulations thereunder, and (b) to make certain minor administrative corrections.
|
3.
|
Article IX(a) of the Restoration Plan permits the Board of Directors of the Company (the “Board”) to amend the Restoration Plan at any time and from time to time.
|
4.
|
Pursuant to Article II of the Restoration Plan, the Board has previously delegated to the Committee the authority to adopt certain Restoration Plan amendments on behalf of the Company.
|
1.
|
Article III(a) is amended in its entirety to read as follows:
|
(a)
|
Except to the extent provided in Article IV, hereof, all participants in the C-W Retirement Plan (who are not EMD Participants) shall be eligible to participate in this Plan in the calendar year (“Plan Year”) in which their benefits under the C-W Retirement Plan as from time to time in effect would first be limited as a result of any provision of the Code (including, but not limited to, Sections 401(a)(17) and 415 thereof) or ERISA (“C-W Participants”).
|
2.
|
The first sentence of Article VII(c) is amended in its entirety to read as follows:
|
3.
|
Article VII(d) is amended in its entirety to read as follows:
|
(d)
|
In the event a C-W Participant fails to file a completed election form under Paragraph (c) by the 30
th
day after the first day of the Plan Year following his or her initial Plan Year of participation in the Plan, the Participant shall be deemed to have elected payment to commence within 90 days of his Separation from Service in the form of a single life annuity if the Participant is unmarried, or in the form of a joint and 50% survivor annuity with his spouse as contingent annuitant, if the Participant is married.
|
4.
|
Article VII(g) is amended by substituting the word “Article” for the word “Section” in each instance in which it occurs.
|
5.
|
Articles IX and X and references thereto are redesignated as Articles VIII and IX, respectively.
|
6.
|
Articles VIII and IX, as redesignated pursuant to item 4 above, are amended by substituting the terms “Article VIII” for “Section IX” and “Article IX for “Section X”, respectively.
|
7.
|
The second sentence of Section 10(a) of Appendix A is amended in its entirety to read as follows:
|
8.
|
Section 4 of Appendix B is amended by substituting the term “Section 4” for the terms “Section 10” and “Section 2”, in each instance in which they occur.
|
9.
|
The second sentence of Section 4(a) of Appendix B is amended in its entirety to read as follows:
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
1.
|
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.
|
2.
|
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”).
|
3.
|
Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the CWC and EMD Components for the following reasons:
|
a.
|
To address recent guidance from the Internal Revenue Service regarding the definition of “Spouse” in light of the U.S. Supreme Court decision in
United States v. Windsor
;
|
b.
|
To amend the CWC Component to clarify the timing of the inclusion of bonuses in “Compensation” taken into account under the Plan, and
|
c.
|
To amend the CWC Component to provide that payment of pre-retirement death benefits to multiple designated beneficiaries may be made only in the form of a lump sum payment.
|
4.
|
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.
|
5.
|
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.
|
6.
|
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.
|
7.
|
Section 12.B.2 of the EMD Component authorizes the Administrative Committee to adopt certain EMD Component amendments on behalf of the Company.
|
2.
|
Effective June 26, 2013, Article 1.39 (“‘Spouse’”) is amended in its entirety to read as follows:
|
1.39
|
“Spouse”
means the individual to whom the Participant is lawfully married (whether of the same or opposite sex), and any former Spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code (“QDRO”). On and after June 26, 2013, and on and before September 15, 2013, the determination of the legal status of the Participant’s marriage shall be made in accordance with the laws of the jurisdiction in which the Participant maintains his legal residence. Effective September 16, 2013, the determination of the legal status of the Participant’s marriage shall be made in accordance with the laws of the jurisdiction in which the marriage ceremony was performed, regardless of whether the laws of the jurisdiction in which the Participant maintains his legal residence recognize the marriage as valid. No individual, whether of the same or opposite sex, shall be a Participant’s Spouse on account of the fact that such individual has entered into a domestic partnership, civil union or other formal or informal relationship with the Participant that is not denominated as a legal marriage under the laws of a jurisdiction, even if those laws provide similar rights, protections and benefits to persons in those relationships as they do to married persons. In all cases, the marriage must be
|
3.
|
Effective January 1, 2014, Article 4.06(c) is amended in its entirety to read as follows:
|
(c)
|
Subject to the spousal consent requirements of Article 8.01 of the Plan, the Participant may, by written designation filed with the Administrative Committee, designate one Beneficiary to receive payment under this Article 4 and may rescind or change any such designation. In the event that a Participant has designated more than one Beneficiary to receive payment under this Article 4 and no election described in Article 4.06(b) has been made, payment of the Participant’s Cash Balance Account shall be made in a lump sum to the Beneficiaries in the proportion that the annuity described in Article 4.06(a) would have been paid to such Beneficiaries.
|
4.
|
Effective January 1, 2014, Article 8.01 (“Pre-Retirement Death Benefit”) is amended by adding the following paragraph (f) to read as follows:
|
(f)
|
Notwithstanding paragraphs (a) and (b) above, in the event that a Participant has designated more than one Beneficiary to receive a pre-retirement death benefit, a lump sum payment of Actuarial Equivalent value shall be paid to the Beneficiaries, without their consent, in lieu of the monthly benefit in the proportion that such monthly benefit would have been paid to such Beneficiaries.
|
43.
|
“Spouse”
means the individual to whom the Participant is lawfully married (whether of the same or opposite sex), and any former Spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code. On and after June 26, 2013, and on and before September 15, 2013, the determination of the legal status of the Participant’s marriage shall be made in accordance with the laws of the jurisdiction in which the Participant maintains his legal residence. Effective September 16, 2013, the determination of the legal status of the Participant’s marriage shall be made in accordance with the laws of the jurisdiction in which the marriage ceremony was performed, regardless of whether the laws of the jurisdiction in which the Participant maintains his legal residence recognize the marriage as valid. No individual, whether of the same or opposite sex, shall be a Participant’s Spouse on account of the fact that such individual has entered into a domestic partnership, civil union or other formal or informal relationship with the Participant that is not denominated as a legal marriage under the laws of a jurisdiction, even if those
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
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.
|
2.
|
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):
|
a.
|
To provide for the merger of the Williams Controls, Inc. 401(k) Savings Plan into the Plan effective on or about April 1, 2014;
|
b.
|
To provide for the merger of the Exlar Corporation 401(k) Plan into the Plan effective on or about August 1, 2014;
|
c.
|
To provide that any Employees who were acquired from an entity acquired by the Employer or an Affiliated Employer in either an asset or stock acquisition will receive eligibility and vesting credit under the Plan for their prior service with such acquired entity, based on their most recent date of hire with such acquired entity prior to the date as of which they became Employees under the Plan, effective January 1, 2014;
|
d.
|
To provide that
Matching Contributions made on or after January 1, 2014, on behalf of any Employee employed by the Employer on or after April 1, 2013, and on or before December 31, 2013, at the operations and facilities that
were acquired by the Company from Cimarron Energy Inc.
will be fully vested upon the completion of 3 years of Vesting Service and partially vested prior to the completion of 3 years of Vesting Service
;
|
e.
|
To provide that a Participant will be permitted to have up to two outstanding loans at any given time, effective January 1, 2015.
|
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, 2015, Section 8.05(a)(viii) is amended in its entirety to read as follows:
|
(viii)
|
To the extent permitted in this Article 8, a Participant will be permitted to have up to 2 outstanding loans at any given time.
|
2.
|
Effective January 1, 2014, paragraph 26(f)(i) of Appendix A is amended in its entirety to read as follows:
|
(i)
|
Subject to subparagraph (f)(ii) below, a Cimarron Employee for whom Discretionary Match Contributions were made for the period April 1, 2013, through December 31, 2013, will become vested in amounts credited to his Cimarron Match Subaccount and in the value of Matching Contributions made on his behalf on or after January 1, 2014, in accordance with the following schedule:
|
3.
|
Effective January 1, 2014, Appendix A is amended by adding paragraph 31 to read as follows:
|
31.
|
General Provision Regarding Eligibility and Vesting Service for Employees of Acquired Entities
|
4.
|
The Williams Controls, Inc. 401(k) Savings Plan (the “Williams Plan”) shall be and hereby is merged with and into the Plan effective on or about April 1, 2014, with the
|
5.
|
The Exlar Corporation 401(k) Plan (the “Exlar Plan”) shall be and hereby is merged with and into the Plan effective on or about August 1, 2014, with the surviving plan being the Plan. Accounts transferred to the Plan from the Exlar 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.
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
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.
|
2.
|
Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan for the following reasons, effective December 31, 2014:
|
a.
|
To provide for the merger of the Curtiss-Wright Electro-Mechanical Corporation Savings Plan into the Plan, effective December 31, 2014;
|
b.
|
To simplify the Plan’s loan provisions by incorporating by reference the terms of a separate document constituting the Plan’s loan policies and procedures.
|
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.
|
The Curtiss-Wright Electro-Mechanical Corporation Savings Plan shall be and hereby is merged with and into the Plan, effective December 31, 2014, with the surviving plan being this Plan.
|
2.
|
The Preamble to the Plan is amended by adding a new paragraph at the end thereof to read as follows:
|
3.
|
Section 1.20 is amended by adding a new sentence at the end thereof to read as follows:
|
4.
|
Section 1.22 is amended by adding a new sentence at the end thereof to read as follows:
|
5.
|
Section 1.25A is added to read as follows:
|
1.25A
|
“EMS Plan”
means the Curtiss-Wright Electro-Mechanical Corporation Savings Plan, as constituted on and before December 31, 2014.
|
6.
|
Section 1.34A is amended in its entirety 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 of Section 2.01(e) or (g) of such Plan, (iii) whose date of hire, rehire or acquisition is on or before January 31, 2010, and for whom benefits were accruing under only Article 4 of the CWC Component of the Curtiss-Wright Corporation Retirement Plan pursuant to the provisions of Schedule J of such Plan, (iv) whose date of hire, rehire or transfer to an Employer that had adopted the EMS Plan was on or before December 31, 2013, and 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 was effective on or before January 1, 2014, or (v) whose date of hire, rehire or acquisition is on or after January 1, 2014, and who is not eligible to accrue benefits under Article 4
|
7.
|
The first sentence of Section 2.01(e) is amended in its entirety to read as follows:
|
8.
|
Section 2.01 is amended by adding a new subsection (f) at the end thereof to read as follows:
|
9.
|
Section 3.03(e) is amended by adding a new sentence at the end thereof to read as follows:
|
10.
|
The first sentence of Section 3.07(c) is amended in its entirety to read as follows:
|
11.
|
The first sentence of Section 3.07A(a) is amended in its entirety to read as follows:
|
12.
|
Section 3.17 is added to read as follows:
|
3.17
|
Earnings on Distribution of Excess Deferrals, Excess Contributions and Excess Aggregate Contributions
|
13.
|
Section 6.02(a) is amended in its entirety 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 on 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
|
(ii)
|
Notwithstanding any other provision of the Plan to the contrary, 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 subsection (a)(ii) above, a Member whose date of hire, rehire or transfer to an Employer that had adopted the EMS Plan was on or before December 31, 2013, 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 Employer that had adopted the EMS Plan, will become vested in the value of Matching Contributions made on his behalf and the value of his Employer Account attributable to employer matching contributions made on his behalf under the EMS Plan in accordance with the following schedule:
|
Years of Vesting Service
|
|
Vested Percentage
|
|
|
|
Less than 1
|
|
0%
|
1 but less than 2
|
|
20%
|
2 but less than 3
|
|
40%
|
3 or more
|
|
100%
|
(iv)
|
Notwithstanding the provisions of subsection (a)(ii) above, a Member whose date of hire, rehire or transfer to an Employer that had adopted the EMS Plan was on or before December 31, 2013, and who is 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 Employer that had adopted the EMS Plan, will become vested in the value of his Employer Account attributable to employer matching contributions made on his behalf under the EMS Plan in accordance with the following schedule:
|
Years of Vesting Service
|
|
Vested Percentage
|
|
|
|
Less than 1
|
|
0%
|
1 but less than 2
|
|
20%
|
2 but less than 3
|
|
40%
|
3 but less than 4
|
|
60%
|
4 but less than 5
|
|
80%
|
5 or more
|
|
100%
|
(v)
|
Notwithstanding the provisions of subsections (a)(i), (ii), (iii) and (iv) above, a Member shall be 100% vested in, and have a nonforfeitable right to, Matching Contributions and CW Savings Contributions made on his behalf 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.
|
(vi)
|
Notwithstanding any other provision of the Plan to the contrary, a Member who was employed by the Employer’s Benshaw business unit on and before June 30, 2014 shall be 100% vested in, and have a nonforfeitable right to, all amounts credited to his Accounts under the Plan.
|
14.
|
Section 7.02A is added to read as follows:
|
15.
|
Article 8 is amended in its entirety to read as follows:
|
ARTICLE 8:
|
LOANS TO MEMBERS
|
8.01
|
Availability
|
16.
|
Section 9.02(b) is amended by adding a new subsection (iii) at the end thereof to read as follows:
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
(a)
|
the C-W Savings Contributions that would have been allocated to him under the Savings Plan in which he participates for any year, computed on the basis of the Participant's "compensation," as defined in such Savings Plan, for such year, calculated without regard to any Savings Plan provision incorporating or reflecting (i) limitations imposed by Section 401(a)(17) of the Code on the amount of compensation that may be taken into account under the Savings Plan, (ii) limitations imposed by Section 415 of the Code on the maximum amount of annual additions to the Participant’s account under the Savings Plan or (iii) any other provision of the Code limiting the allocation of such C-W Savings Contributions under the Savings Plan, over
|
(b)
|
the C-W Savings Contributions allocated under the Savings Plan in which he participates for such year, computed otherwise as above but limited by any provision incorporating or reflecting such Code limitations.
|
(a)
|
Disclosure, release or other failure
to protect the Corporation’s confidential information;
|
(c)
|
Public
or private disparagement of the Corporation or any of its affiliated entities;
|
(d)
|
Negligent
or intentional misrepresentations detrimental to the Corporation’s interest;
|
(e)
|
Misappropriation
or diversion of corporate assets or business opportunities;
|
(g)
|
Physical assault of anyone in and around the workplace or business gatherings or of an employee or customer in any setting.
|
(a)
|
“Separation from Service” means, as to a particular Participant, a termination of services provided by the Participant to the Company, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:
|
(i)
|
For a Participant who provides services to the Company as an employee, a Separation from Service shall occur when the Participant has experienced a termination of employment with the
|
(ii)
|
For purposes of this definition of “Separation from Service,” the term “Company” means the Corporation or any subsidiary of the Corporation that the Participant last performed services for or was employed by, as applicable, on the date of his Separation from Service, and all other entities that are required to be aggregated together and treated as the employer under Treasury Regulation Section 1.409A-1(h)(3).
|
(b)
|
A Participant shall file an election with the Committee no later than 30 days after the first day of the Plan Year following the Plan Year in which the Participant became a Participant in the Plan, specifying the time at which payment of his retirement savings shall be made or commence and the form of payment in which distribution of his retirement savings shall be made. A Participant shall be permitted to elect two of the following payment dates: (i) within 90 days after the Participant’s Separation from Service prior to the Participant’s attainment of age 55, or (ii) within 90 days after the first anniversary of the Participant’s Separation from Service prior to the Participant’s attainment of age 55, and (iii) within 90 days after the Participant’s Separation from Service on or after the Participant’s attainment of age 55, or (iv) within 90 days after the first anniversary of the Participant’s Separation from Service on or after the Participant’s attainment of age 55.
|
(c)
|
In the event a Participant fails to file a completed election form under paragraph (b) above by the 30th day after the first day of the Plan Year following his initial year of participation in the Plan, the Participant shall be deemed to have elected payment to be made within 90 days of his Separation from Service in accordance with the provisions of paragraph (f)(i) below.
|
(d)
|
A Participant’s election under paragraph (b) above may not be changed or revoked in the event the Participant incurs a Separation from Service during the Plan Year following his initial year of participation in the Plan.
|
(e)
|
A Participant’s election under paragraph (b) above may be changed and a later date of payment or commencement elected in the event the Participant incurs a Separation from Service during a Plan Year subsequent to that described in paragraph (d) above, provided that (i) such election may not take effect until at least 12 months after the date on which the election is made, and (ii) payment pursuant to such election may not be made or commence for at least five years following the date on which payment would otherwise have been made or commenced had the Participant’s election under paragraph (b) above not been changed.
|
(f)
|
(i) Payment of a Participant’s retirement savings under the Plan shall be made in a cash lump sum, unless the Participant has elected the optional form of payment as provided in subparagraph (ii) below. A Participant who fails to file a completed election form under paragraph (b) above by the 30th day after the first day of the Plan Year following his initial year of participation in the Plan shall be deemed to have elected payment to be made in a cash lump sum.
|
(ii)
|
A Participant’s election under paragraph (b) above may specify that payment of his retirement savings shall commence in the form of monthly or annual installments, over a 60-month or 120-month or 5-year or 10-year period, the payment of which is to commence on the date specified in such election (provided that such date is determined by reference to a Separation from Service that occurs on or after the Participant's attainment of age 55), with subsequent installments to be made on the monthly or annual anniversary of the date of first payment. An election of the optional form of payment not made within the time limit described in paragraph (b) above or a revocation of an election of the optional form of payment and new election of payment in a cash lump sum is subject to the provisions of paragraphs (d) and (e) above regarding timing and payment commencement.
|
(g)
|
Where the amount of retirement savings payable to any Participant under the Plan, determined as provided in Article IV, is less than the limit under Section 402(g)(1)(B) of the Code as in effect for the Plan Year in which his Separation from Service occurs, such amount shall be paid in a single lump sum as soon as practicable following the Participant’s Separation from Service, and any prior election in accordance with this Article VI with respect to such amount shall be void.
|
(h)
|
In the event a Participant incurs a Separation from Service with the Company at a time when he is deemed to be a key employee, as determined in accordance with Section 416(i) of the Code (without regard to paragraph (5) thereof), any payments due him within the first six months following his Separation from Service may not be paid or commence to be paid prior to the date that is the 6-month anniversary of the Participant's Separation from Service. Key employees shall be identified on a calendar year basis and shall be subject to the six-month delay in the event their Separation from Service occurs within the 12-month period commencing April 1 following the end of the calendar year determination period.
|
(i)
|
In the event of the death of a Participant with a vested benefit under this Plan prior to payment hereunder, the Participant’s retirement savings shall be paid to the Participant’s Beneficiary (as defined in Section 1.09 of the S&I Plan or Article I.12 of the EMS Plan, as applicable) in the form of a lump sum on the first day of the month following the death of the Participant but in no event more than 90 days following the death of the Participant. An amendment to the definition of “beneficiary” in a Savings Plan will not change the definition in this Plan. An amendment to this Plan will be required to change the definition of Beneficiary.
|
(a)
|
Amendment. The Board of Directors of the Corporation may amend the Plan from time to time, provided, however, that to the extent required by Section 409A of the Code, the Plan may not be amended in a manner that would give rise to an impermissible acceleration of the time or form of a payment of a benefit under the Plan pursuant to Section 409A(a)(3) of the Code. Further, no amendment shall reduce or eliminate any benefit to the extent that the right thereto shall have accrued prior to such amendment. In the event of an amendment that would reduce or eliminate any such accrued benefit then or thereafter payable pursuant to this Plan, the Corporation shall remain liable for the payment of the accrued benefits at substantially the same time and under substantially the same conditions as the accrued benefits that would have been payable under this Plan in the absence of such amendment.
|
(b)
|
Termination and liquidation. The Board of Directors may terminate and liquidate the Plan and distribute all benefits hereunder in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Section 409A of the Code (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement such as the Plan may be terminated within twelve (12) months following a dissolution or change in control of the Corporation or may be terminated if the Corporation also terminates all other similar deferred compensation arrangements and distributes all benefits under the Plan not
|
(a)
|
Funding of Benefit Payments
|
(b)
|
Alienation of Benefits
|
(c)
|
Interpretation of Statutory Provisions
|
(d)
|
No Employment Rights
|
(e)
|
Governing Law
|
(f)
|
Claims Procedures
|
(g)
|
Tax Withholding
|
(h)
|
Incapacity of Recipient
|
(j)
|
Limitation of Liability
|
(k)
|
Plan Construction
|
(l)
|
Headings
|
(m)
|
Separability
|
(n)
|
Section 409A Construction
|
|
|
|
Curtiss-Wright Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
1.
|
Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Executive Deferred Compensation Plan (the “Plan”) and has caused the Plan to be amended and restated with respect to compensation earned after December 31, 2004, including amendments adopted through August 29, 2008.
|
2.
|
Subsequent to the most recent amendment, the Company has decided to amend the Plan to clarify the Plan provision for accelerated distribution of certain amounts elected to be paid in annual installments over certain specified periods so that it accords with Plan administrative practice and the requirements of Section 409A(a)(3) of the Internal Revenue Code and regulations thereunder.
|
3.
|
Section 7.01 of the Plan permits the Company to amend the Plan, by written instrument, at any time and from time to time.
|
4.
|
Section 7.02 of the Plan authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company if they are administrative in nature or have no material financial impact on the Company.
|
1.
|
Section 4.01(e) is amended in its entirety, effective January 1, 2014, to read as follows:
|
(e)
|
Notwithstanding the provisions of subsection (b), if the balance of a Participant’s Deferral Account, determined as of his retirement or termination of employment, is less than the limit under Sec. 402(g)(1)(B) of the Code as in effect for the Plan Year in which his retirement or termination of employment occurs, then the portion of such Deferral Account elected in accordance with the provisions of Sections 4.02(b)(1) or 4.03(c)(1) as applicable shall be void and the entire balance of such Deferral Account shall be paid to him in a single lump sum in accordance with the Single Sum payment timing rules under Section 4.02(b) with respect to Participants who retire at or after age 55 or Section 4.03(c) with respect to Participants who terminate from employment prior to age 55.
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
|
CURTISS-WRIGHT CORPORATION
|
||
CURTISS-WRIGHT CONTROLS, INC.
|
||
METAL IMPROVEMENT COMPANY, LLC
|
||
CURTISS-WRIGHT FLOW CONTROL CORPORATION
|
||
CURTISS-WRIGHT FLOW CONTROL SERVICE CORPORATION
|
||
CURTISS-WRIGHT ELECTRO-MECHANICAL CORPORATION
|
||
|
|
|
By:
|
|
|
Name:
|
Glenn E. Tynan
|
|
Title:
|
Vice President & Chief Financial Officer
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
Name:
|
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Title:
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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(a)
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for any Interest Period, with respect to any Credit Extension:
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Pricing Level
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Consolidated Leverage Ratio
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Facility Fee
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For Eurocurrency Rate Loans
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Letter of Credit Fee
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1
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>
50%
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0.175%
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1.450%
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1.450%
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2
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< 50%, but
>
40%
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0.150%
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1.225%
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1.225%
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3
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< 40%, but
>
30%
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0.125%
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1.000%
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1.000%
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4
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<30%
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0.100%
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0.850%
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0.850%
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Name
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Organized Under the Laws of
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Curtiss Wright Controls Inc.
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Delaware
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Curtiss-Wright Electro-Mechanical Corporation
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Delaware
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Curtiss-Wright Flow Control Corporation
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New York
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Dy4 Systems, Inc. (DY4 Canada)
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Ontario
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Metal Improvement Company, LLC
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Delaware
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Tapco International Inc.
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Delaware
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1.
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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;
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2.
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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;
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3.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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4.
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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):
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a)
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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
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b)
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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.
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1.
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I have reviewed this Annual Report on Form 10-K of Curtiss-Wright Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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