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
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(Address of principal executive offices)
|
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(Zip Code)
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Registrant's telephone number, including area code: (704) 869-4600
|
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Name of each exchange
|
Title of each class
|
|
on which registered
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Common stock, par value $1 per share
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
|
|
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Class
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|
Number of shares
|
|
|
|
Common stock, par value $1 per share
|
|
44,528,398
|
|
|
|
|
|
PART I
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|
|
Item 1.
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||
Item 1A.
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||
Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
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PART II
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Item 5.
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||
Item 6.
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||
Item 7.
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Item 7A.
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Item 8.
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Item 9.
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||
Item 9A.
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Item 9B.
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||
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PART III
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Item 10.
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||
Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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||
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Year Ended December 31,
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||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Commercial/Industrial
|
|
$
|
187,498
|
|
|
$
|
177,827
|
|
|
$
|
150,388
|
|
Defense
|
|
305,459
|
|
|
300,462
|
|
|
290,413
|
|
|||
Power
|
|
181,851
|
|
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176,737
|
|
|
179,399
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|||
Total Government sales
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|
$
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674,808
|
|
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$
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655,026
|
|
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$
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620,200
|
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Name
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Current Position
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Business Experience
|
|
Age
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|
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.
|
|
63
|
|
2005
|
Thomas P. Quinly
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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.
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58
|
|
2010
|
Glenn E. Tynan
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Vice President of Finance and Chief Financial Officer
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Vice President of Finance and Chief Financial Officer of the Corporation since June 2002.
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|
58
|
|
2000
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Paul J. Ferdenzi
|
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Vice President, General Counsel, and Corporate Secretary
|
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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.
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49
|
|
2011
|
K. Christopher Farkas
|
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Vice President and Corporate Controller
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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.
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48
|
|
2014
|
Harry S. Jakubowitz
|
|
Vice President and Treasurer
|
|
Vice President of the Corporation since May 2007 and Treasurer of the Corporation since September 2005.
|
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64
|
|
2007
|
•
|
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;
|
•
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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;
|
•
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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.
|
•
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Encountering difficulties identifying and executing acquisitions;
|
•
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Increased competition for targets, which may increase acquisition costs;
|
•
|
Consolidation in our industry reducing the number of acquisition targets;
|
•
|
Competition laws and regulations preventing us from making certain acquisitions; and
|
•
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Acquisition financing not being available on acceptable terms or at all.
|
•
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The business culture of the acquired business may not match well with our culture;
|
•
|
Technological and product synergies, economies of scale and cost reductions may not occur as expected;
|
•
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Management may be distracted from overseeing existing operations by the need to integrate acquired businesses;
|
•
|
We may acquire or assume unexpected liabilities;
|
•
|
Unforeseen difficulties may arise in integrating operations and systems;
|
•
|
We may fail to retain and assimilate employees of the acquired business;
|
•
|
We may experience problems in retaining customers and integrating customer bases; and
|
•
|
Problems may arise in entering new markets in which we may have little or no experience.
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Owned Facilities Location
|
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Commercial/ Industrial
|
|
Defense
|
|
Power
|
|
Total
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North America
|
|
16
|
|
1
|
|
3
|
|
20
|
Europe
|
|
14
|
|
1
|
|
—
|
|
15
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Total
|
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30
|
|
2
|
|
3
|
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35
|
Leased Facilities Location
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Commercial/ Industrial
|
|
Defense
|
|
Power
|
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Total
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North America
|
|
52
|
|
11
|
|
23
|
|
86
|
Europe
|
|
28
|
|
4
|
|
—
|
|
32
|
Asia
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|
16
|
|
—
|
|
—
|
|
16
|
Total
|
|
96
|
|
15
|
|
23
|
|
134
|
Stock Price Range
|
|
2016
|
|
2015
|
||||||||||||
|
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High
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Low
|
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High
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Low
|
||||||||
Common Stock
|
|
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||||||||
First Quarter
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$
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75.93
|
|
|
$
|
62.57
|
|
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$
|
74.63
|
|
|
$
|
64.40
|
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Second Quarter
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|
87.76
|
|
|
73.95
|
|
|
77.57
|
|
|
70.13
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||||
Third Quarter
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91.65
|
|
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81.52
|
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|
73.90
|
|
|
61.59
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||||
Fourth Quarter
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107.61
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83.48
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71.86
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60.73
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Plan category
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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
|
|
968,891
|
(a)
|
|
$52.95
|
|
2,474,816
|
(b)
|
Equity compensation plans not approved by security holders
|
|
None
|
|
|
Not applicable
|
|
Not applicable
|
|
(a)
|
Consists of
922,306
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,
46,585
shares issuable under the Employee Stock Purchase Plans.
|
(b)
|
Consists of
2,076,115
shares available for future option grants under the 2014 Omnibus Incentive Plan,
398,701
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
|
|
95,100
|
|
$87.70
|
|
1,129,747
|
|
$111,364,432
|
November 1 – November 30
|
|
89,100
|
|
93.41
|
|
1,218,847
|
|
103,041,289
|
December 1 – December 31
|
|
80,700
|
|
102.73
|
|
1,299,547
|
|
94,751,213
|
For the quarter ended December 31
|
|
264,900
|
|
$94.20
|
|
1,299,547
|
|
$94,751,213
|
AAR Corp
|
Moog Inc.
|
Crane Co.
|
Orbital ATK, Inc.
|
Cubic Corp
|
Rockwell Collins Inc.
|
EnPro Industries Inc.
|
Spirit Aerosystems Holdings Inc.
|
Esterline Technologies Corp
|
Teledyne Technologies Inc.
|
Hexcel Corp
|
TransDigm Group Inc.
|
IDEX Corporation
|
Triumph Group Inc.
|
Kaman Corp
|
Woodward Inc.
|
ITT Corp
|
|
Company / Index
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
Curtiss-Wright Corp
|
|
100
|
|
|
93.93
|
|
|
179.74
|
|
|
205.49
|
|
|
200.89
|
|
|
290.19
|
|
S&P MidCap 400 Index
|
|
100
|
|
|
117.88
|
|
|
157.37
|
|
|
172.74
|
|
|
168.98
|
|
|
204.03
|
|
Russell 2000
|
|
100
|
|
|
116.35
|
|
|
161.52
|
|
|
169.43
|
|
|
161.95
|
|
|
196.45
|
|
Peer group
|
|
100
|
|
|
113.68
|
|
|
164.65
|
|
|
181.73
|
|
|
187.70
|
|
|
215.75
|
|
|
|
CONSOLIDATED SELECTED FINANCIAL DATA
|
||||||||||||||||||
(In thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
|
$
|
2,118,081
|
|
|
$
|
1,823,307
|
|
Net earnings from continuing operations
|
|
189,382
|
|
|
192,248
|
|
|
169,949
|
|
|
139,404
|
|
|
104,081
|
|
|||||
Total assets
|
|
3,037,781
|
|
|
2,989,611
|
|
|
3,382,448
|
|
|
3,458,274
|
|
|
3,114,588
|
|
|||||
Total debt, net
|
|
966,298
|
|
|
953,205
|
|
|
954,348
|
|
|
959,938
|
|
|
880,215
|
|
|||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
4.27
|
|
|
$
|
4.12
|
|
|
$
|
3.54
|
|
|
$
|
2.97
|
|
|
$
|
2.23
|
|
Diluted
|
|
$
|
4.20
|
|
|
$
|
4.04
|
|
|
$
|
3.46
|
|
|
$
|
2.91
|
|
|
$
|
2.20
|
|
Cash dividends per share
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial/Industrial
|
|
$
|
1,118,768
|
|
|
$
|
1,184,791
|
|
|
$
|
1,228,097
|
|
|
(6
|
%)
|
|
(4
|
%)
|
Defense
|
|
466,654
|
|
|
477,413
|
|
|
489,857
|
|
|
(2
|
%)
|
|
(3
|
%)
|
|||
Power
|
|
523,509
|
|
|
543,479
|
|
|
525,172
|
|
|
(4
|
%)
|
|
3
|
%
|
|||
Total sales
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
|
(4
|
%)
|
|
(2
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial/Industrial
|
|
$
|
156,550
|
|
|
$
|
171,525
|
|
|
$
|
178,684
|
|
|
(9
|
%)
|
|
(4
|
%)
|
Defense
|
|
98,291
|
|
|
98,895
|
|
|
82,552
|
|
|
(1
|
%)
|
|
20
|
%
|
|||
Power
|
|
76,472
|
|
|
74,987
|
|
|
51,449
|
|
|
2
|
%
|
|
46
|
%
|
|||
Corporate and eliminations
|
|
(23,215
|
)
|
|
(34,790
|
)
|
|
(30,312
|
)
|
|
33
|
%
|
|
(15
|
%)
|
|||
Total operating income
|
|
$
|
308,098
|
|
|
$
|
310,617
|
|
|
$
|
282,373
|
|
|
(1
|
%)
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
41,248
|
|
|
36,038
|
|
|
35,794
|
|
|
14
|
%
|
|
1
|
%
|
|||
Other income, net
|
|
1,111
|
|
|
615
|
|
|
365
|
|
|
NM
|
|
|
NM
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
|
267,961
|
|
|
275,194
|
|
|
246,944
|
|
|
(3
|
%)
|
|
11
|
%
|
|||
Provision for income taxes
|
|
(78,579
|
)
|
|
(82,946
|
)
|
|
(76,995
|
)
|
|
(5
|
%)
|
|
8
|
%
|
|||
Earnings from continuing operations
|
|
$
|
189,382
|
|
|
$
|
192,248
|
|
|
$
|
169,949
|
|
|
(1
|
%)
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New orders
|
|
$
|
2,149,191
|
|
|
$
|
2,585,038
|
|
|
$
|
2,385,066
|
|
|
|
|
|
||
Backlog
|
|
$
|
1,950,750
|
|
|
$
|
1,928,727
|
|
|
$
|
1,671,482
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
(4
|
%)
|
|
(4
|
%)
|
|
—
|
%
|
|
6
|
%
|
Acquisitions/divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Foreign currency
|
|
—
|
%
|
|
3
|
%
|
|
(2
|
%)
|
|
4
|
%
|
Total
|
|
(4
|
%)
|
|
(1
|
%)
|
|
(2
|
%)
|
|
10
|
%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
1,118,768
|
|
|
$
|
1,184,791
|
|
|
$
|
1,228,097
|
|
|
(6
|
%)
|
|
(4
|
%)
|
Operating income
|
|
156,550
|
|
|
171,525
|
|
|
178,684
|
|
|
(9
|
%)
|
|
(4
|
%)
|
|||
Operating margin
|
|
14.0
|
%
|
|
14.5
|
%
|
|
14.5
|
%
|
|
(50 bps
|
)
|
|
—
|
|
|||
New orders
|
|
$
|
1,173,563
|
|
|
$
|
1,138,581
|
|
|
$
|
1,215,029
|
|
|
3
|
%
|
|
(6
|
%)
|
Backlog
|
|
$
|
504,482
|
|
|
$
|
456,481
|
|
|
$
|
513,067
|
|
|
11
|
%
|
|
(11
|
%)
|
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
(5
|
%)
|
|
(11
|
%)
|
|
(1
|
%)
|
|
(5
|
%)
|
Acquisitions/divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Foreign currency
|
|
(1
|
%)
|
|
2
|
%
|
|
(3
|
%)
|
|
—
|
%
|
Total
|
|
(6
|
%)
|
|
(9
|
%)
|
|
(4
|
%)
|
|
(4
|
%)
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
||||||||||||||||
Sales
|
|
$
|
466,654
|
|
|
$
|
477,413
|
|
|
$
|
489,857
|
|
|
(2
|
%)
|
|
(3
|
%)
|
Operating income
|
|
98,291
|
|
|
98,895
|
|
|
82,552
|
|
|
(1
|
%)
|
|
20
|
%
|
|||
Operating margin
|
|
21.1
|
%
|
|
20.7
|
%
|
|
16.9
|
%
|
|
40
|
bps
|
|
380
|
bps
|
|||
New orders
|
|
$
|
445,230
|
|
|
$
|
502,948
|
|
|
$
|
621,012
|
|
|
(11
|
%)
|
|
(19
|
%)
|
Backlog
|
|
$
|
499,993
|
|
|
$
|
533,004
|
|
|
$
|
538,125
|
|
|
(6
|
%)
|
|
(1
|
%)
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
(1
|
%)
|
|
(6
|
%)
|
|
—
|
%
|
|
6
|
%
|
Acquisitions/divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Foreign currency
|
|
(1
|
%)
|
|
5
|
%
|
|
(3
|
%)
|
|
14
|
%
|
Total
|
|
(2
|
%)
|
|
(1
|
%)
|
|
(3
|
%)
|
|
20
|
%
|
|
|
Year Ended December 31,
|
|
Percent Changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
523,509
|
|
|
$
|
543,479
|
|
|
$
|
525,172
|
|
|
(4
|
%)
|
|
3
|
%
|
Operating income
|
|
76,472
|
|
|
74,987
|
|
|
51,449
|
|
|
2
|
%
|
|
46
|
%
|
|||
Operating margin
|
|
14.6
|
%
|
|
13.8
|
%
|
|
9.8
|
%
|
|
80
|
bps
|
|
400
|
bps
|
|||
New orders
|
|
$
|
530,398
|
|
|
$
|
943,509
|
|
|
$
|
549,025
|
|
|
(44
|
%)
|
|
72
|
%
|
Backlog
|
|
$
|
946,275
|
|
|
$
|
939,242
|
|
|
$
|
620,290
|
|
|
1
|
%
|
|
51
|
%
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
Sales
|
|
Operating
Income
|
|
Sales
|
|
Operating
Income
|
||||
Organic
|
|
(4
|
%)
|
|
2
|
%
|
|
3
|
%
|
|
46
|
%
|
Acquisitions/divestitures
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Foreign currency
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
|
(4
|
%)
|
|
2
|
%
|
|
3
|
%
|
|
46
|
%
|
|
|
Year Ended December 31,
|
|
Percent changes
|
||||||||||||||
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Defense markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
296,287
|
|
|
$
|
304,521
|
|
|
$
|
290,604
|
|
|
(3
|
%)
|
|
5
|
%
|
Ground
|
|
84,280
|
|
|
85,722
|
|
|
74,066
|
|
|
(2
|
%)
|
|
16
|
%
|
|||
Naval
|
|
401,279
|
|
|
388,686
|
|
|
381,335
|
|
|
3
|
%
|
|
2
|
%
|
|||
Other
|
|
11,884
|
|
|
8,340
|
|
|
8,610
|
|
|
42
|
%
|
|
(3
|
%)
|
|||
Total Defense
|
|
$
|
793,730
|
|
|
$
|
787,269
|
|
|
$
|
754,615
|
|
|
1
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial markets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerospace
|
|
$
|
397,258
|
|
|
$
|
398,529
|
|
|
$
|
422,888
|
|
|
—
|
%
|
|
(6
|
%)
|
Power Generation
|
|
408,376
|
|
|
436,396
|
|
|
429,779
|
|
|
(6
|
%)
|
|
2
|
%
|
|||
General Industrial
|
|
509,567
|
|
|
583,489
|
|
|
635,844
|
|
|
(13
|
%)
|
|
(8
|
%)
|
|||
Total Commercial
|
|
$
|
1,315,201
|
|
|
$
|
1,418,414
|
|
|
$
|
1,488,511
|
|
|
(7
|
%)
|
|
(5
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Curtiss-Wright
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
|
(4
|
%)
|
|
(2
|
%)
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
423,197
|
|
|
$
|
162,479
|
|
|
$
|
331,766
|
|
Investing activities
|
(42,934
|
)
|
|
(15,576
|
)
|
|
53,448
|
|
|||
Financing activities
|
(96,141
|
)
|
|
(289,218
|
)
|
|
(92,438
|
)
|
|||
Effect of exchange rates
|
(18,971
|
)
|
|
(19,104
|
)
|
|
(17,954
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
265,151
|
|
|
$
|
(161,419
|
)
|
|
$
|
274,822
|
|
(In thousands)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Debt Principal Repayments
|
|
$
|
950,668
|
|
|
$
|
150,668
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
700,000
|
|
Interest Payment on Fixed Rate Debt
|
|
282,710
|
|
|
39,206
|
|
|
31,643
|
|
|
31,643
|
|
|
31,643
|
|
|
31,397
|
|
|
117,178
|
|
|||||||
Operating Leases
|
|
169,446
|
|
|
27,585
|
|
|
23,587
|
|
|
19,578
|
|
|
16,202
|
|
|
13,094
|
|
|
69,400
|
|
|||||||
Build-to-suit Lease
|
|
18,423
|
|
|
1,374
|
|
|
1,277
|
|
|
1,309
|
|
|
1,342
|
|
|
1,375
|
|
|
11,746
|
|
|||||||
Total
|
|
$
|
1,421,247
|
|
|
$
|
218,833
|
|
|
$
|
56,507
|
|
|
$
|
52,530
|
|
|
$
|
49,187
|
|
|
$
|
145,866
|
|
|
$
|
898,324
|
|
(In thousands)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
(1)
|
||||||||||||||
Letters of Credit
|
|
$
|
47,245
|
|
|
$
|
36,899
|
|
|
$
|
5,345
|
|
|
$
|
2,094
|
|
|
$
|
1,994
|
|
|
$
|
612
|
|
|
$
|
301
|
|
Assumption
|
|
Percentage
Point Change
|
|
Increase in
Benefit
Obligation
|
|
Increase in
Expense
|
|||||
Discount rate
|
|
(0.25
|
)%
|
|
|
$19,000
|
|
|
|
$2,000
|
|
Rate of compensation increase
|
|
0.25
|
%
|
|
|
$3,000
|
|
|
|
$600
|
|
Expected return on assets
|
|
(0.25
|
)%
|
|
—
|
|
|
|
$1,600
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
$
|
1,714,358
|
|
|
$
|
1,796,802
|
|
|
$
|
1,815,028
|
|
Service sales
|
|
394,573
|
|
|
408,881
|
|
|
428,098
|
|
|||
Total net sales
|
|
2,108,931
|
|
|
2,205,683
|
|
|
2,243,126
|
|
|||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|||
Cost of product sales
|
|
1,100,287
|
|
|
1,156,596
|
|
|
1,190,714
|
|
|||
Cost of service sales
|
|
258,161
|
|
|
265,832
|
|
|
275,896
|
|
|||
Total cost of sales
|
|
1,358,448
|
|
|
1,422,428
|
|
|
1,466,610
|
|
|||
Gross profit
|
|
750,483
|
|
|
783,255
|
|
|
776,516
|
|
|||
|
|
|
|
|
|
|
||||||
Research and development expenses
|
|
58,592
|
|
|
60,837
|
|
|
67,842
|
|
|||
Selling expenses
|
|
111,228
|
|
|
121,482
|
|
|
128,005
|
|
|||
General and administrative expenses
|
|
272,565
|
|
|
290,319
|
|
|
298,296
|
|
|||
Operating income
|
|
308,098
|
|
|
310,617
|
|
|
282,373
|
|
|||
Interest expense
|
|
41,248
|
|
|
36,038
|
|
|
35,794
|
|
|||
Other income, net
|
|
1,111
|
|
|
615
|
|
|
365
|
|
|||
Earnings before income taxes
|
|
267,961
|
|
|
275,194
|
|
|
246,944
|
|
|||
Provision for income taxes
|
|
(78,579
|
)
|
|
(82,946
|
)
|
|
(76,995
|
)
|
|||
Earnings from continuing operations
|
|
189,382
|
|
|
192,248
|
|
|
169,949
|
|
|||
Loss from discontinued operations, net of taxes
|
|
(2,053
|
)
|
|
(46,787
|
)
|
|
(56,611
|
)
|
|||
Net earnings
|
|
$
|
187,329
|
|
|
$
|
145,461
|
|
|
$
|
113,338
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
4.27
|
|
|
$
|
4.12
|
|
|
$
|
3.54
|
|
Loss from discontinued operations
|
|
(0.05
|
)
|
|
(1.00
|
)
|
|
(1.18
|
)
|
|||
Total
|
|
$
|
4.22
|
|
|
$
|
3.12
|
|
|
$
|
2.36
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
$
|
4.20
|
|
|
$
|
4.04
|
|
|
$
|
3.46
|
|
Loss from discontinued operations
|
|
(0.05
|
)
|
|
(0.99
|
)
|
|
(1.15
|
)
|
|||
Total
|
|
$
|
4.15
|
|
|
$
|
3.05
|
|
|
$
|
2.31
|
|
Dividends per share
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
44,389
|
|
|
46,624
|
|
|
48,019
|
|
|||
Diluted
|
|
45,045
|
|
|
47,616
|
|
|
49,075
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
187,329
|
|
|
$
|
145,461
|
|
|
$
|
113,338
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation, net of tax
(1)
|
|
(64,840
|
)
|
|
(87,527
|
)
|
|
(79,386
|
)
|
|||
Pension and postretirement adjustments, net of tax
(2)
|
|
(988
|
)
|
|
(9,990
|
)
|
|
(74,284
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(65,828
|
)
|
|
(97,517
|
)
|
|
(153,670
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
121,501
|
|
|
$
|
47,944
|
|
|
$
|
(40,332
|
)
|
(1)
|
The tax benefit included in
other comprehensive income (loss)
for foreign currency translation adjustments for
2016
,
2015
, and
2014
were
$1.7 million
,
$2.7 million
, and
$2.1 million
, respectively.
|
(2)
|
The tax benefit (expense) included in
other comprehensive income (loss)
for pension and postretirement adjustments for
2016
,
2015
, and
2014
were
($1.7) million
,
$9.5 million
, and
$41.3 million
, respectively.
|
|
|
At December 31,
|
||||||
(In thousands, except share data)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
553,848
|
|
|
$
|
288,697
|
|
Receivables, net
|
|
463,062
|
|
|
566,289
|
|
||
Inventories, net
|
|
366,974
|
|
|
379,591
|
|
||
Other current assets
|
|
30,927
|
|
|
40,306
|
|
||
Total current assets
|
|
1,414,811
|
|
|
1,274,883
|
|
||
Property, plant, and equipment, net
|
|
388,903
|
|
|
413,644
|
|
||
Goodwill
|
|
951,057
|
|
|
972,606
|
|
||
Other intangible assets, net
|
|
271,461
|
|
|
310,763
|
|
||
Other assets
|
|
11,549
|
|
|
17,715
|
|
||
Total assets
|
|
$
|
3,037,781
|
|
|
$
|
2,989,611
|
|
LIABILITIES
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term and short-term debt
|
|
$
|
150,668
|
|
|
$
|
1,259
|
|
Accounts payable
|
|
177,911
|
|
|
163,286
|
|
||
Accrued expenses
|
|
130,239
|
|
|
131,863
|
|
||
Income taxes payable
|
|
18,274
|
|
|
7,956
|
|
||
Deferred revenue
|
|
170,143
|
|
|
181,671
|
|
||
Other current liabilities
|
|
28,027
|
|
|
37,190
|
|
||
Total current liabilities
|
|
675,262
|
|
|
523,225
|
|
||
Long-term debt
|
|
815,630
|
|
|
951,946
|
|
||
Deferred tax liabilities, net
|
|
49,722
|
|
|
54,447
|
|
||
Accrued pension and other postretirement benefit costs
|
|
107,151
|
|
|
103,723
|
|
||
Long-term portion of environmental reserves
|
|
14,024
|
|
|
14,017
|
|
||
Other liabilities
|
|
84,801
|
|
|
86,830
|
|
||
Total liabilities
|
|
1,746,590
|
|
|
1,734,188
|
|
||
Contingencies and Commitments (Notes 12, 16 and 18)
|
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Common stock, $1 par value,100,000,000 shares authorized at December 31, 2016 and 2015; 49,187,378 shares issued at December 31, 2016 and 49,189,702 at December 31, 2015; outstanding shares were 44,181,050 at December 31, 2016 and 44,621,348 at December 31, 2015.
|
|
49,187
|
|
|
49,190
|
|
||
Additional paid in capital
|
|
129,483
|
|
|
144,923
|
|
||
Retained earnings
|
|
1,754,907
|
|
|
1,590,645
|
|
||
Accumulated other comprehensive loss
|
|
(291,756
|
)
|
|
(225,928
|
)
|
||
Common treasury stock, at cost (5,006,328 shares at December 31, 2016 and 4,568,354 shares at December 31, 2015)
|
|
(350,630
|
)
|
|
(303,407
|
)
|
||
Total stockholders' equity
|
|
1,291,191
|
|
|
1,255,423
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,037,781
|
|
|
$
|
2,989,611
|
|
|
|
For the years ended December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
187,329
|
|
|
$
|
145,461
|
|
|
$
|
113,338
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
96,008
|
|
|
100,810
|
|
|
118,931
|
|
|||
(Gain) loss on sale of businesses
|
|
(845
|
)
|
|
16,991
|
|
|
29,184
|
|
|||
(Gain) loss on fixed asset disposals
|
|
(2,069
|
)
|
|
(945
|
)
|
|
632
|
|
|||
Deferred income taxes
|
|
1,224
|
|
|
63,535
|
|
|
(27,241
|
)
|
|||
Share-based compensation
|
|
9,478
|
|
|
9,473
|
|
|
8,500
|
|
|||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
3,202
|
|
|||
Impairment of assets held for sale
|
|
—
|
|
|
40,813
|
|
|
41,369
|
|
|||
Changes in operating assets and liabilities, net of businesses acquired and disposed of:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
91,692
|
|
|
(77,106
|
)
|
|
12,845
|
|
|||
Inventories, net
|
|
4,391
|
|
|
(4,039
|
)
|
|
(19,375
|
)
|
|||
Progress payments
|
|
2,583
|
|
|
3,680
|
|
|
(6,971
|
)
|
|||
Accounts payable and accrued expenses
|
|
4,125
|
|
|
(447
|
)
|
|
16,147
|
|
|||
Deferred revenue
|
|
(11,084
|
)
|
|
4,839
|
|
|
24,471
|
|
|||
Income taxes
|
|
11,797
|
|
|
(7,436
|
)
|
|
38,946
|
|
|||
Net pension and postretirement liabilities
|
|
3,405
|
|
|
(139,610
|
)
|
|
(26,431
|
)
|
|||
Termination of interest rate swap
|
|
20,405
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
4,758
|
|
|
6,460
|
|
|
4,219
|
|
|||
Net cash provided by operating activities
|
|
423,197
|
|
|
162,479
|
|
|
331,766
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sales and disposals of long-lived assets
|
|
3,674
|
|
|
2,277
|
|
|
594
|
|
|||
Proceeds from divestitures
|
|
1,027
|
|
|
31,344
|
|
|
152,965
|
|
|||
Proceeds from insurance
|
|
—
|
|
|
—
|
|
|
2,357
|
|
|||
Additions to property, plant, and equipment
|
|
(46,776
|
)
|
|
(35,512
|
)
|
|
(67,115
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(295
|
)
|
|
(13,228
|
)
|
|
(34,364
|
)
|
|||
Additional consideration paid on prior year acquisitions
|
|
(564
|
)
|
|
(457
|
)
|
|
(989
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
(42,934
|
)
|
|
(15,576
|
)
|
|
53,448
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit facilities
|
|
7,839
|
|
|
70,324
|
|
|
364,557
|
|
|||
Payment of revolving credit facilities
|
|
(8,430
|
)
|
|
(70,134
|
)
|
|
(414,770
|
)
|
|||
Principal payments on debt
|
|
—
|
|
|
(8,400
|
)
|
|
(80
|
)
|
|||
Repurchases of company stock
|
|
(105,249
|
)
|
|
(294,130
|
)
|
|
(65,220
|
)
|
|||
Proceeds from share-based compensation plans
|
|
22,300
|
|
|
28,706
|
|
|
38,182
|
|
|||
Dividends paid
|
|
(23,067
|
)
|
|
(24,122
|
)
|
|
(25,013
|
)
|
|||
Other
|
|
(635
|
)
|
|
(581
|
)
|
|
296
|
|
|||
Excess tax benefits from share-based compensation
|
|
11,101
|
|
|
9,119
|
|
|
9,610
|
|
|||
Net cash used for financing activities
|
|
(96,141
|
)
|
|
(289,218
|
)
|
|
(92,438
|
)
|
|||
Effect of exchange-rate changes on cash
|
|
(18,971
|
)
|
|
(19,104
|
)
|
|
(17,954
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
265,151
|
|
|
(161,419
|
)
|
|
274,822
|
|
|||
Cash and cash equivalents at beginning of year
|
|
288,697
|
|
|
450,116
|
|
|
175,294
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
553,848
|
|
|
$
|
288,697
|
|
|
$
|
450,116
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
|
2,512
|
|
|
2,108
|
|
|
2,891
|
|
|||
Property and equipment under build to suit transaction
|
|
—
|
|
|
—
|
|
|
14,735
|
|
|
|
Common Stock
|
|
Additional
Paid
in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury Stock
|
||||||||||
January 1, 2014
|
|
$
|
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
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
145,461
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,517
|
)
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(24,122
|
)
|
|
—
|
|
|
—
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(10,303
|
)
|
|
—
|
|
|
—
|
|
|
13,734
|
|
|||||
Stock options exercised, net of tax
|
|
—
|
|
|
(11,349
|
)
|
|
—
|
|
|
—
|
|
|
45,743
|
|
|||||
Other
|
|
—
|
|
|
(647
|
)
|
|
—
|
|
|
—
|
|
|
647
|
|
|||||
Share-based compensation
|
|
—
|
|
|
9,179
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|||||
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
(294,130
|
)
|
|||||||||
December 31, 2015
|
|
$
|
49,190
|
|
|
$
|
144,923
|
|
|
$
|
1,590,645
|
|
|
$
|
(225,928
|
)
|
|
$
|
(303,407
|
)
|
Net earnings
|
|
—
|
|
|
—
|
|
|
187,329
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,828
|
)
|
|
—
|
|
|||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
(23,067
|
)
|
|
—
|
|
|
—
|
|
|||||
Restricted stock, net of tax
|
|
—
|
|
|
(12,086
|
)
|
|
—
|
|
|
—
|
|
|
17,275
|
|
|||||
Stock options exercised, net of tax
|
|
—
|
|
|
(11,271
|
)
|
|
—
|
|
|
—
|
|
|
39,483
|
|
|||||
Other
|
|
(3
|
)
|
|
(1,104
|
)
|
|
—
|
|
|
—
|
|
|
811
|
|
|||||
Share-based compensation
|
|
—
|
|
|
9,021
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,249
|
)
|
|||||
December 31, 2016
|
|
$
|
49,187
|
|
|
$
|
129,483
|
|
|
$
|
1,754,907
|
|
|
$
|
(291,756
|
)
|
|
$
|
(350,630
|
)
|
Buildings and improvements
|
5 to 40 years
|
Machinery, equipment, and other
|
3 to 15 years
|
|
|
|
Reclassifications
|
|
|
||||||||||
|
December 31, 2015
as reported
|
|
Deferred Taxes
|
|
Debt Issuance Costs
|
|
December 31, 2015
as reclassified
|
||||||||
Deferred tax assets. net
|
$
|
41,737
|
|
|
$
|
(41,737
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total current assets
|
$
|
1,316,620
|
|
|
$
|
(41,737
|
)
|
|
$
|
—
|
|
|
$
|
1,274,883
|
|
Other assets
|
$
|
15,745
|
|
|
$
|
3,107
|
|
|
$
|
(1,137
|
)
|
|
$
|
17,715
|
|
Total assets
|
$
|
3,029,378
|
|
|
$
|
(38,630
|
)
|
|
$
|
(1,137
|
)
|
|
$
|
2,989,611
|
|
Other current liabilities
|
$
|
39,152
|
|
|
$
|
(1,962
|
)
|
|
$
|
—
|
|
|
$
|
37,190
|
|
Total current liabilities
|
$
|
525,187
|
|
|
$
|
(1,962
|
)
|
|
$
|
—
|
|
|
$
|
523,225
|
|
Long-term debt
|
$
|
953,083
|
|
|
$
|
—
|
|
|
$
|
(1,137
|
)
|
|
$
|
951,946
|
|
Deferred tax liabilities, net
|
$
|
91,115
|
|
|
$
|
(36,668
|
)
|
|
$
|
—
|
|
|
$
|
54,447
|
|
Total liabilities
|
$
|
1,773,955
|
|
|
$
|
(38,630
|
)
|
|
$
|
(1,137
|
)
|
|
$
|
1,734,188
|
|
Total liabilities and stockholders' equity
|
$
|
3,029,378
|
|
|
$
|
(38,630
|
)
|
|
$
|
(1,137
|
)
|
|
$
|
2,989,611
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
57,992
|
|
|
$
|
363,869
|
|
Loss from discontinued operations before income taxes
(1)
|
|
—
|
|
|
(40,984
|
)
|
|
(48,519
|
)
|
|||
Income tax benefit / (expense)
|
|
(2,053
|
)
|
(3)
|
7,926
|
|
|
14,268
|
|
|||
Loss on sale of businesses
(2)
|
|
—
|
|
|
(13,729
|
)
|
|
(22,360
|
)
|
|||
Loss from discontinued operations
|
|
$
|
(2,053
|
)
|
|
$
|
(46,787
|
)
|
|
$
|
(56,611
|
)
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Accounts receivable
|
|
$
|
—
|
|
|
$
|
996
|
|
Inventory
|
|
—
|
|
|
152
|
|
||
Property, plant, and equipment
|
|
—
|
|
|
1,463
|
|
||
Other current assets
|
|
—
|
|
|
155
|
|
||
Intangible assets
|
|
—
|
|
|
7,700
|
|
||
Current and non-current liabilities
|
|
—
|
|
|
(6
|
)
|
||
Due to seller
|
|
—
|
|
|
(1,470
|
)
|
||
Net tangible and intangible assets
|
|
—
|
|
|
8,990
|
|
||
Purchase price
|
|
—
|
|
|
13,228
|
|
||
Goodwill
|
|
$
|
—
|
|
|
$
|
4,238
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Billed receivables:
|
|
|
|
|
||||
Trade and other receivables
|
|
$
|
340,091
|
|
|
$
|
435,172
|
|
Less: Allowance for doubtful accounts
|
|
(4,832
|
)
|
|
(5,664
|
)
|
||
Net billed receivables
|
|
335,259
|
|
|
429,508
|
|
||
Unbilled receivables:
|
|
|
|
|
||||
Recoverable costs and estimated earnings not billed
|
|
149,847
|
|
|
153,045
|
|
||
Less: Progress payments applied
|
|
(22,044
|
)
|
|
(16,264
|
)
|
||
Net unbilled receivables
|
|
127,803
|
|
|
136,781
|
|
||
Receivables, net
|
|
$
|
463,062
|
|
|
$
|
566,289
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Raw material
|
|
$
|
189,228
|
|
|
$
|
196,684
|
|
Work-in-process
|
|
73,843
|
|
|
79,406
|
|
||
Finished goods
|
|
112,478
|
|
|
114,931
|
|
||
Inventoried costs related to U.S. Government and other long-term contracts
|
|
57,516
|
|
|
51,774
|
|
||
Gross inventories
|
|
433,065
|
|
|
442,795
|
|
||
Less: Inventory reserves
|
|
(54,988
|
)
|
|
(48,904
|
)
|
||
Progress payments applied, principally related to long-term contracts
|
|
(11,103
|
)
|
|
(14,300
|
)
|
||
Inventories, net
|
|
$
|
366,974
|
|
|
$
|
379,591
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
19,511
|
|
|
$
|
19,933
|
|
Buildings and improvements
|
|
215,221
|
|
|
218,016
|
|
||
Machinery, equipment, and other
|
|
752,356
|
|
|
739,965
|
|
||
Property, plant, and equipment, at cost
|
|
987,088
|
|
|
977,914
|
|
||
Less: Accumulated depreciation
|
|
(598,185
|
)
|
|
(564,270
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
388,903
|
|
|
$
|
413,644
|
|
(In thousands)
|
|
Commercial/Industrial
|
|
Defense
|
|
Power
|
|
Assets Held for Sale
|
|
Consolidated
|
||||||||||
December 31, 2014
|
|
$
|
454,092
|
|
|
$
|
356,689
|
|
|
$
|
187,725
|
|
|
$
|
42,395
|
|
|
$
|
1,040,901
|
|
Acquisitions
|
|
4,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,238
|
|
|||||
Divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,264
|
)
|
|
(41,264
|
)
|
|||||
Goodwill adjustments
|
|
21
|
|
|
1,131
|
|
|
—
|
|
|
(1,131
|
)
|
|
21
|
|
|||||
Foreign currency translation adjustment
|
|
(10,523
|
)
|
|
(20,217
|
)
|
|
(550
|
)
|
|
—
|
|
|
(31,290
|
)
|
|||||
December 31, 2015
|
|
$
|
447,828
|
|
|
$
|
337,603
|
|
|
$
|
187,175
|
|
|
$
|
—
|
|
|
$
|
972,606
|
|
Divestitures
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
|
—
|
|
|
(452
|
)
|
|||||
Foreign currency translation adjustment
|
|
(11,687
|
)
|
|
(9,496
|
)
|
|
86
|
|
|
—
|
|
|
(21,097
|
)
|
|||||
December 31, 2016
|
|
$
|
436,141
|
|
|
$
|
327,655
|
|
|
$
|
187,261
|
|
|
$
|
—
|
|
|
$
|
951,057
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
(In thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Technology
|
|
$
|
166,859
|
|
|
$
|
(98,266
|
)
|
|
$
|
68,593
|
|
|
$
|
171,382
|
|
|
$
|
(91,430
|
)
|
|
$
|
79,952
|
|
Customer related intangibles
|
|
349,742
|
|
|
(157,154
|
)
|
|
192,588
|
|
|
357,538
|
|
|
(140,816
|
)
|
|
216,722
|
|
||||||
Other intangible assets
|
|
36,709
|
|
|
(26,429
|
)
|
|
10,280
|
|
|
37,200
|
|
|
(23,111
|
)
|
|
14,089
|
|
||||||
Total
|
|
$
|
553,310
|
|
|
$
|
(281,849
|
)
|
|
$
|
271,461
|
|
|
$
|
566,120
|
|
|
$
|
(255,357
|
)
|
|
$
|
310,763
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Designated for hedge accounting
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
3,083
|
|
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
142
|
|
|
$
|
223
|
|
Total asset derivatives
(1)
|
|
$
|
142
|
|
|
$
|
3,306
|
|
Liabilities
|
|
|
|
|
||||
Undesignated for hedge accounting
|
|
|
|
|
||||
Forward exchange contracts
|
|
$
|
419
|
|
|
$
|
673
|
|
Total liability derivatives
(2)
|
|
$
|
419
|
|
|
$
|
673
|
|
|
|
Gain/(Loss) on Swap
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Other income, net
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
8,204
|
|
|
$
|
44,724
|
|
Hedged fixed rate debt
|
|
$
|
—
|
|
|
$
|
(8,204
|
)
|
|
$
|
(44,724
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Forward exchange contracts:
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
$
|
11,510
|
|
|
$
|
11,042
|
|
|
$
|
6,880
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Accrued compensation
|
|
$
|
85,970
|
|
|
$
|
86,497
|
|
Accrued commissions
|
|
5,189
|
|
|
7,250
|
|
||
Accrued interest
|
|
9,817
|
|
|
9,900
|
|
||
Accrued insurance
|
|
7,521
|
|
|
5,261
|
|
||
Other
|
|
21,742
|
|
|
22,955
|
|
||
Total accrued expenses
|
|
$
|
130,239
|
|
|
$
|
131,863
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Warranty reserves
|
|
$
|
11,768
|
|
|
$
|
15,053
|
|
Additional amounts due to sellers on acquisitions
|
|
1,985
|
|
|
2,883
|
|
||
Reserves on loss contracts
|
|
1,662
|
|
|
2,711
|
|
||
Pension and other postretirement liabilities
|
|
5,331
|
|
|
4,560
|
|
||
Other
|
|
7,281
|
|
|
11,983
|
|
||
Total other current liabilities
|
|
$
|
28,027
|
|
|
$
|
37,190
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
154,571
|
|
|
$
|
135,112
|
|
|
$
|
120,563
|
|
Foreign
|
|
113,390
|
|
|
140,082
|
|
|
126,381
|
|
|||
|
|
$
|
267,961
|
|
|
$
|
275,194
|
|
|
$
|
246,944
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
45,523
|
|
|
$
|
(6,741
|
)
|
|
$
|
70,609
|
|
State
|
|
8,002
|
|
|
6,175
|
|
|
9,065
|
|
|||
Foreign
|
|
20,861
|
|
|
27,134
|
|
|
33,401
|
|
|||
Total current
|
|
74,386
|
|
|
26,568
|
|
|
113,075
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
4,267
|
|
|
49,060
|
|
|
(29,683
|
)
|
|||
State
|
|
73
|
|
|
7,390
|
|
|
(1,247
|
)
|
|||
Foreign
|
|
(147
|
)
|
|
(72
|
)
|
|
(5,150
|
)
|
|||
Total deferred
|
|
4,193
|
|
|
56,378
|
|
|
(36,080
|
)
|
|||
Provision for income taxes
|
|
$
|
78,579
|
|
|
$
|
82,946
|
|
|
$
|
76,995
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|||
State and local taxes, net of federal benefit
|
|
1.1
|
|
|
4.3
|
|
|
2.4
|
|
R&D tax credits
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
Foreign earnings
(1)
|
|
(5.8
|
)
|
|
(6.2
|
)
|
|
(4.4
|
)
|
All other, net
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|
(0.5
|
)
|
Effective tax rate
|
|
29.3
|
%
|
|
30.1
|
%
|
|
31.2
|
%
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Pension plans
|
|
$
|
45,568
|
|
|
$
|
40,102
|
|
Environmental reserves
|
|
9,871
|
|
|
9,561
|
|
||
Inventories
|
|
21,758
|
|
|
20,041
|
|
||
Postretirement/postemployment benefits
|
|
13,542
|
|
|
13,272
|
|
||
Incentive compensation
|
|
9,425
|
|
|
12,369
|
|
||
Net operating loss
|
|
10,345
|
|
|
9,043
|
|
||
Capital loss carryover
|
|
11,352
|
|
|
10,141
|
|
||
Other
|
|
39,977
|
|
|
38,226
|
|
||
Total deferred tax assets
|
|
161,838
|
|
|
152,755
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation
|
|
25,963
|
|
|
29,771
|
|
||
Goodwill amortization
|
|
97,667
|
|
|
89,276
|
|
||
Other intangible amortization
|
|
51,712
|
|
|
54,017
|
|
||
Other
|
|
16,225
|
|
|
12,280
|
|
||
Total deferred tax liabilities
|
|
191,567
|
|
|
185,344
|
|
||
Valuation allowance
|
|
17,776
|
|
|
17,895
|
|
||
Net deferred tax liabilities
|
|
$
|
47,505
|
|
|
$
|
50,484
|
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Net noncurrent deferred tax assets
|
|
2,217
|
|
|
3,963
|
|
||
Net noncurrent deferred tax liabilities
|
|
49,722
|
|
|
54,447
|
|
||
Net deferred tax liabilities
|
|
$
|
47,505
|
|
|
$
|
50,484
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1,
|
|
$
|
12,414
|
|
|
$
|
11,560
|
|
|
$
|
10,623
|
|
Additions for tax positions of prior periods
|
|
32
|
|
|
359
|
|
|
1,421
|
|
|||
Reductions for tax positions of prior periods
|
|
(1,679
|
)
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions related to the current year
|
|
789
|
|
|
2,026
|
|
|
1,738
|
|
|||
Settlements
|
|
(102
|
)
|
|
(1,414
|
)
|
|
(2,039
|
)
|
|||
Lapses of statute of limitations
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
(117
|
)
|
|
(142
|
)
|
|||
Balance at December 31,
|
|
$
|
11,454
|
|
|
$
|
12,414
|
|
|
$
|
11,560
|
|
United States (Federal)
|
2013
|
-
|
present
|
United States (Various states)
|
2005
|
-
|
present
|
United Kingdom
|
2009
|
-
|
present
|
Canada
|
2010
|
-
|
present
|
(In thousands)
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
5.51% Senior notes due 2017
|
|
150,000
|
|
154,509
|
|
150,000
|
|
158,024
|
3.84% Senior notes due 2021
|
|
100,000
|
|
102,463
|
|
100,307
|
|
100,307
|
3.70% Senior notes due 2023
|
|
225,000
|
|
226,946
|
|
225,000
|
|
224,322
|
3.85% Senior notes due 2025
|
|
100,000
|
|
100,338
|
|
100,450
|
|
100,450
|
4.24% Senior notes due 2026
|
|
200,000
|
|
203,592
|
|
201,422
|
|
201,422
|
4.05% Senior notes due 2028
|
|
75,000
|
|
74,630
|
|
75,904
|
|
75,904
|
4.11% Senior notes due 2028
|
|
100,000
|
|
99,876
|
|
100,000
|
|
99,720
|
Other debt
|
|
668
|
|
668
|
|
1,259
|
|
1,259
|
Total debt
|
|
950,668
|
|
963,022
|
|
954,342
|
|
961,408
|
Debt issuance costs, net
|
|
(984)
|
|
(984)
|
|
(1,137)
|
|
(1,137)
|
Unamortized interest rate swap proceeds
|
|
16,614
|
|
16,614
|
|
—
|
|
—
|
Total debt, net
|
|
966,298
|
|
978,652
|
|
953,205
|
|
960,271
|
Less: current portion of long-term debt and short-term debt
|
|
150,668
|
|
150,668
|
|
1,259
|
|
1,259
|
Total long-term debt
|
|
$815,630
|
|
$827,984
|
|
$951,946
|
|
$959,012
|
(In thousands, except per share data)
|
|
Earnings from
continuing
operations
|
|
Weighted-
Average Shares
Outstanding
|
|
Earnings per share
from continuing
operations
|
|||||
2016
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
189,382
|
|
|
44,389
|
|
|
$
|
4.27
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
656
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
189,382
|
|
|
45,045
|
|
|
$
|
4.20
|
|
2015
|
|
|
|
|
|
|
|||||
Basic earnings per share from continuing operations
|
|
$
|
192,248
|
|
|
46,624
|
|
|
$
|
4.12
|
|
Dilutive effect of stock options and deferred stock compensation
|
|
|
|
992
|
|
|
|
||||
Diluted earnings per share from continuing operations
|
|
$
|
192,248
|
|
|
47,616
|
|
|
$
|
4.04
|
|
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
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Employee Stock Purchase Plan
|
|
1,184
|
|
|
1,279
|
|
|
1,350
|
|
|||
Performance Share Units
|
|
3,910
|
|
|
4,349
|
|
|
3,728
|
|
|||
Restricted Share Units
|
|
3,426
|
|
|
3,015
|
|
|
2,655
|
|
|||
Other share-based payments
|
|
958
|
|
|
830
|
|
|
767
|
|
|||
Total share-based compensation expense before income taxes
|
|
$
|
9,478
|
|
|
$
|
9,473
|
|
|
$
|
8,500
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash received from share-based awards
|
|
$
|
22,300
|
|
|
$
|
28,706
|
|
|
$
|
38,183
|
|
Recognized tax benefit on awards
|
|
$
|
11,101
|
|
|
$
|
9,119
|
|
|
$
|
9,610
|
|
|
|
Shares
(000’s)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(000’s)
|
|||||
Outstanding at December 31, 2015
|
|
852
|
|
|
$
|
33.54
|
|
|
|
|
|
||
Exercised
|
|
(408
|
)
|
|
35.30
|
|
|
|
|
|
|||
Forfeited
|
|
(1
|
)
|
|
36.73
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
443
|
|
|
$
|
31.91
|
|
|
2.9
|
|
$
|
29,421
|
|
|
Exercisable at December 31, 2016
|
443
|
|
|
$
|
31.91
|
|
|
2.9
|
|
$
|
29,421
|
|
|
|
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, 2015
|
286
|
|
|
$
|
52.70
|
|
|
245
|
|
|
$
|
55.98
|
|
|
Granted
|
|
38
|
|
|
124.83
|
|
|
63
|
|
|
98.64
|
|
||
Vested
|
|
(108
|
)
|
|
40.30
|
|
|
(93
|
)
|
|
43.42
|
|
||
Forfeited
|
|
(12
|
)
|
|
77.27
|
|
|
(11
|
)
|
|
66.48
|
|
||
Nonvested at December 31, 2016
|
204
|
|
|
$
|
71.28
|
|
|
204
|
|
|
$
|
74.38
|
|
|
Expected to vest at December 31, 2016
|
204
|
|
|
$
|
71.28
|
|
|
204
|
|
|
$
|
74.38
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
25,100
|
|
|
$
|
26,873
|
|
|
$
|
25,262
|
|
|
$
|
338
|
|
|
$
|
286
|
|
|
$
|
246
|
|
Interest cost
|
|
30,495
|
|
|
30,050
|
|
|
30,403
|
|
|
996
|
|
|
842
|
|
|
877
|
|
||||||
Expected return on plan assets
|
|
(54,101
|
)
|
|
(54,629
|
)
|
|
(41,746
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
(46
|
)
|
|
618
|
|
|
662
|
|
|
(657
|
)
|
|
(657
|
)
|
|
(657
|
)
|
||||||
Recognized net actuarial loss/(gain)
|
|
12,029
|
|
|
16,890
|
|
|
6,827
|
|
|
(296
|
)
|
|
(551
|
)
|
|
(811
|
)
|
||||||
Cost of settlements/curtailments
|
|
—
|
|
|
7,461
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
|
$
|
13,477
|
|
|
$
|
27,263
|
|
|
$
|
21,785
|
|
|
$
|
381
|
|
|
$
|
(80
|
)
|
|
$
|
(345
|
)
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
774,710
|
|
|
$
|
797,360
|
|
|
$
|
21,980
|
|
|
$
|
23,250
|
|
Service cost
|
|
25,100
|
|
|
26,873
|
|
|
338
|
|
|
286
|
|
||||
Interest cost
|
|
30,495
|
|
|
30,050
|
|
|
996
|
|
|
842
|
|
||||
Plan participants’ contributions
|
|
1,897
|
|
|
1,825
|
|
|
266
|
|
|
345
|
|
||||
Amendments
|
|
—
|
|
|
(2,951
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
19,640
|
|
|
(10,803
|
)
|
|
3,372
|
|
|
(1,133
|
)
|
||||
Benefits paid
|
|
(41,115
|
)
|
|
(60,662
|
)
|
|
(2,516
|
)
|
|
(1,610
|
)
|
||||
Actual expenses
|
|
(1,206
|
)
|
|
(1,787
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
(10,916
|
)
|
|
(5,195
|
)
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
798,605
|
|
|
$
|
774,710
|
|
|
$
|
24,436
|
|
|
$
|
21,980
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
|
$
|
692,074
|
|
|
$
|
595,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
65,872
|
|
|
(4,092
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
8,210
|
|
|
165,575
|
|
|
2,250
|
|
|
1,265
|
|
||||
Plan participants’ contributions
|
|
1,897
|
|
|
1,825
|
|
|
266
|
|
|
345
|
|
||||
Benefits paid
|
|
(41,115
|
)
|
|
(60,662
|
)
|
|
(2,516
|
)
|
|
(1,610
|
)
|
||||
Actual Expenses
|
|
(1,206
|
)
|
|
(1,787
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustments
|
|
(11,124
|
)
|
|
(4,614
|
)
|
|
—
|
|
|
—
|
|
||||
End of year
|
|
$
|
714,608
|
|
|
$
|
692,074
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
|
$
|
(83,997
|
)
|
|
$
|
(82,636
|
)
|
|
$
|
(24,436
|
)
|
|
$
|
(21,980
|
)
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts recognized on the balance sheet
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
4,049
|
|
|
$
|
3,667
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(3,498
|
)
|
|
(2,998
|
)
|
|
(1,833
|
)
|
|
(1,562
|
)
|
||||
Noncurrent liabilities
|
|
(84,548
|
)
|
|
(83,305
|
)
|
|
(22,603
|
)
|
|
(20,418
|
)
|
||||
Total
|
|
$
|
(83,997
|
)
|
|
$
|
(82,636
|
)
|
|
$
|
(24,436
|
)
|
|
$
|
(21,980
|
)
|
Amounts recognized in accumulated other comprehensive income (AOCI)
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
198,630
|
|
|
$
|
203,729
|
|
|
$
|
(5,178
|
)
|
|
$
|
(8,846
|
)
|
Prior service cost
|
|
(1,580
|
)
|
|
(1,635
|
)
|
|
(3,373
|
)
|
|
(4,030
|
)
|
||||
Total
|
|
$
|
197,050
|
|
|
$
|
202,094
|
|
|
$
|
(8,551
|
)
|
|
$
|
(12,876
|
)
|
Amounts in AOCI expected to be recognized in net periodic cost in the coming year:
|
|
|
|
|
|
|
|
|
||||||||
Loss (gain) recognition
|
|
$
|
11,793
|
|
|
$
|
12,373
|
|
|
$
|
(203
|
)
|
|
$
|
(571
|
)
|
Prior service cost recognition
|
|
$
|
(105
|
)
|
|
$
|
(50
|
)
|
|
$
|
(657
|
)
|
|
$
|
(657
|
)
|
Accumulated benefit obligation
|
|
$
|
767,461
|
|
|
$
|
736,688
|
|
|
N/A
|
|
|
N/A
|
|
||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
733,426
|
|
|
$
|
721,626
|
|
|
N/A
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
|
702,282
|
|
|
683,605
|
|
|
N/A
|
|
|
N/A
|
|
||||
Fair value of plan assets
|
|
645,380
|
|
|
635,323
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted-average assumptions in determination of benefit obligation:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.88
|
%
|
|
4.11
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
Rate of compensation increase
|
|
3.35
|
%
|
|
3.36
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trends:
|
|
|
|
|
|
|
|
|
||||
Rate assumed for subsequent year
|
|
N/A
|
|
|
N/A
|
|
|
8.25
|
%
|
|
5.70
|
%
|
Ultimate rate reached in 2026
|
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
5.40
|
%
|
Weighted-average assumptions in determination of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.12
|
%
|
|
3.88
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
Expected return on plan assets
|
|
7.81
|
%
|
|
7.93
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
3.35
|
%
|
|
3.37
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trends:
|
|
|
|
|
|
|
|
|
||||
Rate assumed for subsequent year
|
|
N/A
|
|
|
N/A
|
|
|
8.75
|
%
|
|
5.50
|
%
|
Ultimate rate reached in 2026
|
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
4.59
|
%
|
(In thousands)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Total service and interest cost components
|
|
$
|
30
|
|
|
$
|
(24
|
)
|
Postretirement benefit obligation
|
|
$
|
444
|
|
|
$
|
(371
|
)
|
|
|
As of December 31,
|
|
Target
|
|
Expected
|
||
|
|
2016
|
|
2015
|
|
Exposure
|
|
Range
|
Asset class
|
|
|
|
|
|
|
|
|
Domestic equities
|
|
54%
|
|
51%
|
|
50%
|
|
40%-60%
|
International equities
|
|
13%
|
|
14%
|
|
15%
|
|
10%-20%
|
Total equity
|
|
67%
|
|
65%
|
|
65%
|
|
55%-75%
|
Fixed income
|
|
33%
|
|
35%
|
|
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
|
|
$
|
26,251
|
|
|
$
|
253
|
|
|
$
|
25,998
|
|
|
$
|
—
|
|
Equity securities- Mutual funds
(1)
|
|
435,931
|
|
|
395,549
|
|
|
40,382
|
|
|
—
|
|
||||
Bond funds
(2)
|
|
219,417
|
|
|
162,470
|
|
|
56,947
|
|
|
—
|
|
||||
Insurance Contracts
(3)
|
|
9,720
|
|
|
—
|
|
|
—
|
|
|
9,720
|
|
||||
Other
(4)
|
|
755
|
|
|
—
|
|
|
—
|
|
|
755
|
|
||||
December 31, 2015
|
|
$
|
692,074
|
|
|
$
|
558,272
|
|
|
$
|
123,327
|
|
|
$
|
10,475
|
|
Cash and cash equivalents
|
|
$
|
23,979
|
|
|
$
|
4,893
|
|
|
$
|
19,086
|
|
|
$
|
—
|
|
Equity securities- Mutual funds
(1)
|
|
459,002
|
|
|
418,390
|
|
|
40,612
|
|
|
—
|
|
||||
Bond funds
(2)
|
|
219,249
|
|
|
155,120
|
|
|
64,129
|
|
|
—
|
|
||||
Insurance Contracts
(3)
|
|
10,760
|
|
|
—
|
|
|
—
|
|
|
10,760
|
|
||||
Other
(4)
|
|
1,618
|
|
|
—
|
|
|
—
|
|
|
1,618
|
|
||||
December 31, 2016
|
|
$
|
714,608
|
|
|
$
|
578,403
|
|
|
$
|
123,827
|
|
|
$
|
12,378
|
|
(In thousands)
|
|
Insurance
Contracts
|
|
Other
|
|
Total
|
||||||
December 31, 2014
|
|
$
|
8,169
|
|
|
$
|
771
|
|
|
$
|
8,940
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
127
|
|
|
37
|
|
|
164
|
|
|||
Relating to assets sold during the period
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Purchases, sales, and settlements
|
|
1,554
|
|
|
(49
|
)
|
|
1,505
|
|
|||
Foreign currency translation adjustment
|
|
(130
|
)
|
|
(6
|
)
|
|
(136
|
)
|
|||
December 31, 2015
|
|
$
|
9,720
|
|
|
$
|
755
|
|
|
$
|
10,475
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
148
|
|
|
35
|
|
|
183
|
|
|||
Purchases, sales, and settlements
|
|
1,095
|
|
|
871
|
|
|
1,966
|
|
|||
Foreign currency translation adjustment
|
|
(203
|
)
|
|
(43
|
)
|
|
(246
|
)
|
|||
December 31, 2016
|
|
$
|
10,760
|
|
|
$
|
1,618
|
|
|
$
|
12,378
|
|
(In thousands)
|
|
Pension
Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||
2017
|
|
$
|
49,513
|
|
|
$
|
1,833
|
|
|
$
|
51,346
|
|
2018
|
|
50,665
|
|
|
1,762
|
|
|
52,427
|
|
|||
2019
|
|
54,154
|
|
|
1,733
|
|
|
55,887
|
|
|||
2020
|
|
53,516
|
|
|
1,720
|
|
|
55,236
|
|
|||
2021
|
|
52,950
|
|
|
1,711
|
|
|
54,661
|
|
|||
2022 — 2026
|
|
273,753
|
|
|
8,211
|
|
|
281,964
|
|
(In thousands)
|
Rental
Commitments
|
||
2017
|
$
|
27,585
|
|
2018
|
23,587
|
|
|
2019
|
19,578
|
|
|
2020
|
16,202
|
|
|
2021
|
13,094
|
|
|
Thereafter
|
69,400
|
|
|
Total
|
$
|
169,446
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
1,120,326
|
|
|
$
|
1,189,120
|
|
|
$
|
1,232,696
|
|
Defense
|
|
469,796
|
|
|
479,528
|
|
|
492,094
|
|
|||
Power
|
|
524,967
|
|
|
545,013
|
|
|
527,034
|
|
|||
Less: Intersegment Revenues
|
|
(6,158
|
)
|
|
(7,978
|
)
|
|
(8,698
|
)
|
|||
Total Consolidated
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating income (expense)
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
156,550
|
|
|
$
|
171,525
|
|
|
$
|
178,684
|
|
Defense
|
|
98,291
|
|
|
98,895
|
|
|
82,552
|
|
|||
Power
|
|
76,472
|
|
|
74,987
|
|
|
51,449
|
|
|||
Corporate and Eliminations
(1)
|
|
(23,215
|
)
|
|
(34,790
|
)
|
|
(30,312
|
)
|
|||
Total Consolidated
|
|
$
|
308,098
|
|
|
$
|
310,617
|
|
|
$
|
282,373
|
|
Segment assets
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
1,391,040
|
|
|
$
|
1,480,052
|
|
|
$
|
1,543,795
|
|
Defense
|
|
751,859
|
|
|
800,613
|
|
|
845,193
|
|
|||
Power
|
|
516,321
|
|
|
629,612
|
|
|
579,736
|
|
|||
Corporate
|
|
378,561
|
|
|
79,334
|
|
|
266,377
|
|
|||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
147,347
|
|
|||
Total Consolidated
|
|
$
|
3,037,781
|
|
|
$
|
2,989,611
|
|
|
$
|
3,382,448
|
|
Capital expenditures
|
|
|
|
|
|
|
||||||
Commercial/Industrial
|
|
$
|
30,145
|
|
|
$
|
21,990
|
|
|
$
|
37,329
|
|
Defense
|
|
5,870
|
|
|
3,834
|
|
|
5,175
|
|
|||
Power
|
|
6,653
|
|
|
6,163
|
|
|
16,057
|
|
|||
Corporate
|
|
4,108
|
|
|
3,525
|
|
|
8,554
|
|
|||
Total Consolidated
(2)
|
|
$
|
46,776
|
|
|
$
|
35,512
|
|
|
$
|
67,115
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings before taxes:
|
|
|
|
|
|
|
||||||
Total segment operating income
|
|
$
|
331,313
|
|
|
$
|
345,407
|
|
|
$
|
312,685
|
|
Corporate and administrative
|
|
(23,215
|
)
|
|
(34,790
|
)
|
|
(30,312
|
)
|
|||
Interest expense
|
|
41,248
|
|
|
36,038
|
|
|
35,794
|
|
|||
Other income, net
|
|
1,111
|
|
|
615
|
|
|
365
|
|
|||
Total consolidated earnings before tax
|
|
$
|
267,961
|
|
|
$
|
275,194
|
|
|
$
|
246,944
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Total assets for reportable segments
|
|
$
|
2,659,220
|
|
|
$
|
2,910,277
|
|
|
$
|
2,968,724
|
|
Assets held for sale
|
|
—
|
|
|
—
|
|
|
147,347
|
|
|||
Non-segment cash
|
|
357,021
|
|
|
42,164
|
|
|
247,249
|
|
|||
Other assets
|
|
21,540
|
|
|
37,170
|
|
|
19,128
|
|
|||
Total consolidated assets
|
|
$
|
3,037,781
|
|
|
$
|
2,989,611
|
|
|
$
|
3,382,448
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
1,472,241
|
|
|
$
|
1,502,363
|
|
|
$
|
1,521,034
|
|
United Kingdom
|
|
114,752
|
|
|
135,673
|
|
|
145,092
|
|
|||
Other foreign countries
|
|
521,938
|
|
|
567,647
|
|
|
577,000
|
|
|||
Consolidated total
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States of America
|
|
$
|
272,826
|
|
|
$
|
293,612
|
|
|
$
|
323,937
|
|
United Kingdom
|
|
39,014
|
|
|
36,061
|
|
|
45,625
|
|
|||
Other foreign countries
|
|
77,063
|
|
|
83,971
|
|
|
89,357
|
|
|||
Consolidated total
|
|
$
|
388,903
|
|
|
$
|
413,644
|
|
|
$
|
458,919
|
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Flow Control
|
|
$
|
883,735
|
|
|
$
|
949,657
|
|
|
$
|
959,907
|
|
Motion Control
|
|
940,162
|
|
|
947,758
|
|
|
953,667
|
|
|||
Surface Technologies
|
|
285,034
|
|
|
308,268
|
|
|
329,552
|
|
|||
Consolidated total
|
|
$
|
2,108,931
|
|
|
$
|
2,205,683
|
|
|
$
|
2,243,126
|
|
(In thousands)
|
|
Foreign currency translation adjustments, net
|
|
Total pension and postretirement adjustments, net
|
|
Accumulated other comprehensive income (loss)
|
||||||
December 31, 2014
|
|
$
|
(20,283
|
)
|
|
$
|
(108,128
|
)
|
|
$
|
(128,411
|
)
|
Other comprehensive loss before reclassifications
(1)
|
|
(87,527
|
)
|
|
(24,823
|
)
|
|
(112,350
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
(1)
|
|
—
|
|
|
14,833
|
|
|
14,833
|
|
|||
Net current period other comprehensive loss
|
|
(87,527
|
)
|
|
(9,990
|
)
|
|
(97,517
|
)
|
|||
December 31, 2015
|
|
$
|
(107,810
|
)
|
|
$
|
(118,118
|
)
|
|
$
|
(225,928
|
)
|
Other comprehensive loss before reclassifications
(1)
|
|
(64,840
|
)
|
|
(7,892
|
)
|
|
(72,732
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
(1)
|
|
—
|
|
|
6,904
|
|
|
6,904
|
|
|||
Net current period other comprehensive loss
|
|
(64,840
|
)
|
|
(988
|
)
|
|
(65,828
|
)
|
|||
December 31, 2016
|
|
$
|
(172,650
|
)
|
|
$
|
(119,106
|
)
|
|
$
|
(291,756
|
)
|
(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
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
|
|
||||
Defined benefit pension and postretirement plans
|
|
|
|
|
|
|
||||
Amortization of prior service costs
|
|
703
|
|
|
39
|
|
|
(1)
|
||
Amortization of net actuarial losses
|
|
(11,733
|
)
|
|
(16,339
|
)
|
|
(1)
|
||
Settlements
|
|
—
|
|
|
(7,461
|
)
|
|
(1)
|
||
|
|
(11,030
|
)
|
|
(23,761
|
)
|
|
Total before tax
|
||
|
|
4,126
|
|
|
8,928
|
|
|
Income tax effect
|
||
Total reclassifications
|
|
$
|
(6,904
|
)
|
|
$
|
(14,833
|
)
|
|
Net of tax
|
(1)
|
These items are included in the computation of net periodic pension cost. See Note
15
, Pension and Other Postretirement Benefit Plans.
|
(In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
503,507
|
|
|
$
|
532,766
|
|
|
$
|
507,092
|
|
|
$
|
565,566
|
|
Gross profit
|
|
171,903
|
|
|
185,379
|
|
|
184,476
|
|
|
208,725
|
|
||||
Earnings from continuing operations
|
|
32,819
|
|
|
39,963
|
|
|
45,932
|
|
|
70,668
|
|
||||
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,053
|
)
|
||||
Net earnings
|
|
32,819
|
|
|
39,963
|
|
|
45,932
|
|
|
68,615
|
|
||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.74
|
|
|
$
|
0.90
|
|
|
$
|
1.04
|
|
|
$
|
1.60
|
|
Loss from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Total
|
|
$
|
0.74
|
|
|
$
|
0.90
|
|
|
$
|
1.04
|
|
|
$
|
1.55
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.73
|
|
|
$
|
0.88
|
|
|
$
|
1.02
|
|
|
$
|
1.58
|
|
Loss from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Total
|
|
$
|
0.73
|
|
|
$
|
0.88
|
|
|
$
|
1.02
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
546,199
|
|
|
$
|
545,194
|
|
|
$
|
525,535
|
|
|
$
|
588,755
|
|
Gross profit
|
|
191,096
|
|
|
182,351
|
|
|
185,494
|
|
|
224,314
|
|
||||
Earnings from continuing operations
|
|
43,223
|
|
|
40,121
|
|
|
38,142
|
|
|
70,762
|
|
||||
Loss from discontinued operations
|
|
(27,232
|
)
|
|
(14,384
|
)
|
|
(4,258
|
)
|
|
(913
|
)
|
||||
Net earnings
|
|
15,991
|
|
|
25,737
|
|
|
33,884
|
|
|
69,849
|
|
||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.91
|
|
|
$
|
0.85
|
|
|
$
|
0.82
|
|
|
$
|
1.56
|
|
Loss from discontinued operations
|
|
(0.57
|
)
|
|
(0.31
|
)
|
|
(0.09
|
)
|
|
(0.02
|
)
|
||||
Total
|
|
$
|
0.34
|
|
|
$
|
0.54
|
|
|
$
|
0.73
|
|
|
$
|
1.54
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
0.89
|
|
|
$
|
0.83
|
|
|
$
|
0.80
|
|
|
$
|
1.53
|
|
Loss from discontinued operations
|
|
(0.56
|
)
|
|
(0.30
|
)
|
|
(0.09
|
)
|
|
(0.02
|
)
|
||||
Total
|
|
$
|
0.33
|
|
|
$
|
0.53
|
|
|
$
|
0.71
|
|
|
$
|
1.51
|
|
(a)
|
Financial Statements and Footnotes
|
|
Page
|
|
||||||
|
1.
|
|
The following are documents filed as part of this report in Part II, Item 8:
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
2.
|
|
Financial Statement Schedule
|
|
|
|
|
|
|
|
|
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
|
|
|
|
|
|
|
|
(b)
|
Exhibits
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
|
|
||
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Filing Date
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger and Recapitalization, dated as of February 1, 2005, by and between the Registrant and CW Merger Sub, Inc.
|
|
8-K
|
|
February 3, 2005
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
8-A/A
|
|
May 24, 2005
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws
|
|
8-K
|
|
May 18, 2015
|
|
|
|
|
3.3
|
|
Form of stock certificate for Common Stock
|
|
8-K
|
|
November 17, 2008
|
|
|
|
|
4.1
|
|
Agreement to furnish to the Commission upon request a copy of any long-term debt instrument where the amount of the securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis
|
|
10-K
|
|
December 31, 1985
|
|
|
|
|
10.1
|
|
Curtiss-Wright Corporation 2005 Omnibus Long-Term Incentive Plan, amended and restated effective January 1, 2010*
|
|
14A
|
|
March 19, 2010
|
|
|
|
|
10.2
|
|
Form of Long Term Incentive Award Agreement, between the Registrant and the executive officers of the Registrant*
|
|
10-K
|
|
March 7, 2006
|
|
|
|
|
10.3
|
|
Revised Standard Employment Severance Agreement with Senior Management of the Registrant*
|
|
10-Q
|
|
August 15, 2001
|
|
|
|
|
10.4
|
|
Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009.*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.5
|
|
Instrument of Amendment No. 1 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.6
|
|
Instrument of Amendment No. 2 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.7
|
|
Instrument of Amendment No. 3 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.8
|
|
Instrument of Amendment No. 4 to Amended and Restated Retirement Benefits Restoration Plan as amended January 1, 2009*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.9
|
|
Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.10
|
|
Instrument of Amendment No. 1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*amended January 1, 2009 and Restated January 1, 2015*
|
|
|
|
|
|
X
|
|
|
10.11
|
|
Instrument of Amendment No. 2 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated January 1, 2015*amended January 1, 2009 and Restated January 1, 2015*
|
|
|
|
|
|
X
|
|
|
10.12
|
|
Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.13
|
|
Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.14
|
|
Instrument of Amendment No. 2 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
|
|
|
|
|
|
X
|
|
|
10.15
|
|
Instrument of Amendment No. 3 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
|
|
|
|
|
|
X
|
|
|
10.16
|
|
Instrument of Amendment No. 4 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
|
|
|
|
|
|
X
|
|
|
10.17
|
|
Curtiss-Wright Corporation 2014 Omnibus Incentive Plan*
|
|
14A
|
|
March 21, 2014
|
|
|
|
|
10.18
|
|
Curtiss-Wright Corporation Retirement Savings Restoration Plan*
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.19
|
|
Instrument of Amendment No. 1 to the Curtiss-Wright Corporation Retirement Savings Restoration Plan*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.20
|
|
Form of indemnification Agreement entered into by the Registrant with each of its directors
|
|
10-Q
|
|
May 7, 2012
|
|
|
|
|
10.21
|
|
Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
|
|
10-K
|
|
February 25, 2011
|
|
|
|
|
10.22
|
|
Instrument of Amendment No.1 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.23
|
|
Instrument of Amendment No. 2 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.24
|
|
Instrument of Amendment No.3 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
|
|
10-K
|
|
February 21, 2013
|
|
|
|
|
10.25
|
|
Instrument of Amendment No.4 to the Amended and Restated Curtiss-Wright Electro-Mechanical Corporation Savings Plan, dated January 1, 2010*
|
|
10-K
|
|
February 21, 2014
|
|
|
|
|
10.26
|
|
Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors*
|
|
14A
|
|
April 5, 2005
|
|
|
|
|
10.27
|
|
Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended November 2006*
|
|
10-K
|
|
February 27, 2007
|
|
|
|
|
10.28
|
|
Instrument of Amendment No. 1 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
|
|
10-K
|
|
February 24, 2012
|
|
|
|
|
10.29
|
|
Instrument of Amendment No. 2 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.30
|
|
Instrument of Amendment No. 3 to the Amended and Revised Curtiss-Wright Corporation Executive Deferred Compensation Plan, as amended August 29, 2008*
|
|
10-K
|
|
February 25, 2016
|
|
|
|
|
10.31
|
|
Standard Change In Control Severance Protection Agreement, dated July 9, 2001, between the Registrant and Key Executives of the Registrant*
|
|
10-Q
|
|
November 15, 2001
|
|
|
|
|
10.32
|
|
Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association
|
|
10-Q
|
|
May 13, 1998
|
|
|
|
|
10.33
|
|
Curtiss-Wright Corporation Employee Stock Purchase Plan*
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.34
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 1, 2005
|
|
8-K
|
|
December 5, 2005
|
|
|
|
|
10.35
|
|
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
|
|
|
|
|
10.36
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 8, 2011
|
|
8-K
|
|
December 13, 2011
|
|
|
|
|
10.37
|
|
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
|
|
|
|
|
10.38
|
|
Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
|
|
8-K
|
|
February 27, 2013
|
|
|
|
|
10.39
|
|
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
|
|
|
|
|
10.40
|
|
Incentive Compensation Plan, as amended November 15, 2010 *
|
|
14A
|
|
March 24, 2011
|
|
|
|
|
10.41
|
|
Restricted Stock Unit Agreement, dated April 1, 2013, by and between the Registrant and Thomas Quinly *
|
|
10-Q
|
|
May 2, 2013
|
|
|
|
|
10.42
|
|
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
|
|
|
|
|
10.43
|
|
First Amendment dated July 28, 2014 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
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.44
|
|
Second Amendment dated December 12, 2014 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
|
|
10-K
|
|
February 19, 2015
|
|
|
|
|
10.45
|
|
Third Amendment dated June 16, 2015 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
|
|
8-K
|
|
June 18, 2015
|
|
|
|
|
21.00
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
X
|
|
|
23.00
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
X
|
|
|
31.10
|
|
Certification of David C. Adams, Chairman and CEO, Pursuant to Rule 13a - 14(a)
|
|
|
|
|
|
X
|
|
|
31.20
|
|
Certification of Glenn E. Tynan, Chief Financial Officer, Pursuant to Rule 13a - 14(a)
|
|
|
|
|
|
X
|
|
|
32.00
|
|
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
|
|
|
|
Deductions
|
|
|
|
Balance at
End of Period
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
17,895
|
|
|
1,951
|
|
|
(181
|
)
|
|
(1)
|
|
1,889
|
|
|
|
|
17,776
|
|
|||||
Total
|
|
$
|
17,895
|
|
|
$
|
1,951
|
|
|
$
|
(181
|
)
|
|
|
|
$
|
1,889
|
|
|
|
|
$
|
17,776
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
23,478
|
|
|
2,605
|
|
|
(299
|
)
|
|
(1)
|
|
7,889
|
|
|
(2)
|
|
17,895
|
|
|||||
Total
|
|
$
|
23,478
|
|
|
$
|
2,605
|
|
|
$
|
(299
|
)
|
|
|
|
$
|
7,889
|
|
|
|
|
$
|
17,895
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowance
|
|
6,321
|
|
|
18,535
|
|
|
(263
|
)
|
|
(1)
|
|
1,115
|
|
|
|
|
23,478
|
|
|||||
Total
|
|
$
|
6,321
|
|
|
$
|
18,535
|
|
|
$
|
(263
|
)
|
|
|
|
$
|
1,115
|
|
|
|
|
$
|
23,478
|
|
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, 2015.
|
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 Component for the following reasons:
|
a.
|
To clarify the inclusion of certain long-term incentive compensation payments in the Plan’s definition of “Compensation”; and
|
b
|
To reflect the terms of a new collective bargaining agreement covering employees of the Company’s Target Rock operations that increases their benefit formula with respect to credited service earned on or after January 1, 2016.
|
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.
|
1.
|
Effective January 1, 2016, the first paragraph of Article 1.12 (“‘Compensation’”) is amended in its entirety to read as follows:
|
2.
|
Effective January 1, 2016, Section 9.02(a)(v) (“Target Rock Corporation”) is amended by adding the following subparagraphs (W), (X) and (Y) at the end thereof to read, respectively, as follows:
|
(W)
|
$56.00 multiplied by his years of Credited Service with Curtiss-Wright Flow Control Corporation on or after January 1, 2016, for any pension payments due for months commencing on or after January 1, 2016.
|
(X)
|
$58.00 multiplied by his years of Credited Service with Curtiss-Wright Flow Control Corporation on or after January 1, 2017, for any pension payments due for months commencing on or after January 1, 2017.
|
(Y)
|
$60.00 multiplied by his years of Credited Service with Curtiss-Wright Flow Control Corporation on or after January 1, 2018, for any pension payments due for months commencing on or after January 1, 2018.
|
|
|
Curtiss-Wright Corporation
|
|
|
|
Administrative Committee
|
|
|
|
|
|
By:
|
|
/s/ Paul J. Ferdenzi
|
|
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, 2015.
|
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 Component for the following reasons:
|
a.
|
To increase the cash-out limit for Participants whose Annuity Starting Dates occur prior to their Normal Retirement Dates from $1,000 to $5,000 and to provide for an automatic rollover IRA for such Participants who do not elect to have their mandatory distribution paid in a direct rollover to an eligible retirement plan or to receive such distribution directly in cash;
|
b.
|
To reflect the terms of a new collective bargaining agreement covering employees of the Company’s MIC Long Island operations that increases their benefit formula with respect to credited service earned on or after January 1, 2014; and
|
c.
|
To reflect the terms of a new collective bargaining agreement covering employees of the Company’s MIC Vernon operations that increases their benefit formula with respect to credited service earned on or after December 1, 2015, and December 1, 2016.
|
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.
|
1.
|
Effective January 1, 2017, Article 7.05 (“Mandatory Cash-out of Small Benefits”) is amended and restated in its entirety to read as follows:
|
2.
|
Effective December 1, 2015, Article 9.02(a)(vii) (“Metal Improvement Company, LLC - Vernon Division”) is amended by adding the following subparagraphs (I) and (J) at the end thereof, to read, respectively, as follows:
|
(I)
|
With benefits commencing on or after December 1, 2015, $21.00 multiplied by his years of Credited Service on or after December 1, 2015, for any pension payments due for months commencing on or after December 1, 2015.
|
(J)
|
With benefits commencing on or after December 1, 2016, $23.00 multiplied by his years of Credited Service on or after December 1, 2016, for any pension payments due for months commencing on or after December 1, 2016.
|
3.
|
Effective January 1, 2014, Article 9.02(a)(ix) (“Metal Improvement Company, Inc. - Long Island Division”) is amended by adding the following subparagraph (G) at the end thereof, to read as follows:
|
(G)
|
With benefits commencing on or after January 1, 2014, $20.00 multiplied by his years of Credited Service on or after January 1, 2014, for any pension payments due for months commencing on or after January 1, 2014.
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Curtiss-Wright Corporation
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Administrative Committee
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By:
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/s/ Paul J. Ferdenzi
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2015.
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2.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan for the following reasons:
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a.
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To provide for the eligibility of members of certain EMD unions for the CW Savings Contribution, effective August 16, 2015; and
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b.
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To reflect the terms of a new collective bargaining agreement covering Employees of the Company’s Target Rock operations that provides for Matching Contributions for such Employees hired on or after January 1, 2014, effective January 1, 2017.
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3.
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Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.
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4.
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Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.
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5.
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Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.
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1.
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Effective January 1, 2017, Section 1.15 is amended by adding a new paragraph as the third paragraph thereof, to read as follows:
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2.
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Effective July 1, 2015, Section 2.01(e) is amended in its entirety to read as follows:
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(e)
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Effective as of July 1, 2015, and notwithstanding the provisions of Sections 2.01(a) and (c), but subject to Appendix A, each Employee, other than a member of a unit of Employees covered by a collective bargaining agreement, with the exception of (i) the collective bargaining agreement covering Employees of Williams Controls, Inc., (ii) the collective bargaining agreement covering Employees of the Engineered Pump Division of the Employer that had adopted the EMS Plan, and (iii) the collective bargaining agreement covering Employees of the Target Rock operations of Curtiss-Wright Flow Control Corporation, shall be eligible to become a Member as of any Enrollment Date following the date on which he
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3.
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Effective January 1, 2017, the first paragraph of Section 3.07(c) is amended in its entirety to read as follows:
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4.
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Effective August 16, 2015, Section 3.07A(a) is amended in its entirety to read as follows:
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Curtiss-Wright Corporation
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Administrative Committee
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By:
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/s/ Paul J. Ferdenzi
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2015.
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2.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan to provide for rollovers of distributions from the Curtiss-Wright Corporation Retirement Plan by terminated employees, effective October 1, 2016.
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3.
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Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.
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4.
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Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.
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5.
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Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.
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1.
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The first sentence of Section 3.08 is amended in its entirety to read as follows:
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2.
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Section 3.08 is further amended by adding a new paragraph at the end thereof, to read as follows:
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Curtiss-Wright Corporation
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Administrative Committee
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By:
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/s/ Paul J. Ferdenzi
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1.
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Curtiss-Wright Corporation (the “Company”) has heretofore adopted the Curtiss‑Wright Corporation Savings and Investment Plan (the “Plan”) and has caused the Plan to be amended and restated in its entirety effective as of January 1, 2015.
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2.
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Subsequent to the most recent amendment and restatement of the Plan, the Company has decided to amend the Plan to provide for an automatic escalation program, whereby certain Automatic Deferred Cash Contributions, Deferred Cash Contributions and Roth Deferred Cash Contributions are increased annually up to a certain amount, unless an affected Member elects to not have such increased contributions made, effective January 1, 2017.
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3.
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Section 12.01(a) of the Plan permits the Company to amend the Plan at any time and from time to time.
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4.
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Section 12.01(b) authorizes the Administrative Committee to adopt Plan amendments on behalf of the Company under certain circumstances.
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5.
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Certain of the Plan amendments described herein shall be subject to approval by the Board of Directors.
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1.
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Section 3.04A is added to read as follows:
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2.
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The first paragraph of Section 3.09 is amended in its entirety to read as follows:
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3.
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The first sentence of Section 3.10(a) is amended in its entirety to read as follows:
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4.
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The second sentence of Section 3.10(b) is amended in its entirety to read as follows:
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Curtiss-Wright Corporation
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Administrative Committee
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By:
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/s/ Paul J. Ferdenzi
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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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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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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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