Document and Entity Information

9 Months Ended

Sep. 30, 2014

Document And Entity Information [Abstract]

Entity Registrant Name

Curtiss Wright Corporation

Entity Central Index Key

0000026324

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Document Type

10-Q

Document Period End Date

Sep. 30, 2014

Document Fiscal Year Focus

2014

Document Fiscal Period Focus

Q3

Amendment Flag

false

Entity common stock shares outstanding

48,024,062

Entity well known seasoned issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Net sales

Product sales

$ 457,026

$ 417,259

$ 1,351,126

$ 1,232,336

Service sales

102,468

95,150

322,828

301,080

Total net sales

559,494

512,409

1,673,954

1,533,416

Cost of sales

Cost of product sales

301,592

270,902

890,051

809,949

Cost of service sales

64,474

62,829

207,430

196,492

Total cost of sales

366,066

333,731

1,097,481

1,006,441

Gross profit

193,428

178,678

576,473

526,975

Research and development expenses

16,909

14,693

51,150

45,395

Selling expenses

30,659

31,816

95,504

95,279

General and administrative expenses

71,720

66,539

222,757

221,311

Operating income

74,140

65,630

207,062

164,990

Interest expense

(9,013)

(9,701)

(27,054)

(27,701)

Other income, net

(158)

288

(64)

852

Earnings from continuing operations before income taxes

64,969

56,217

179,944

138,141

Provision for income taxes

20,659

18,282

56,359

43,801

Earnings from continuing operations

44,310

37,935

123,585

94,340

Loss from discontinued operations, net of taxes

(19,277)

(1,574)

(26,997)

(3,666)

Net earnings

$ 25,033

$ 36,361

$ 96,588

$ 90,674

Basic earnings per share

Earnings from continuing operations (usd per share)

$ 0.92

$ 0.81

$ 2.57

$ 2.02

Earnings from discontinued operations (usd per share)

$ (0.40)

$ (0.04)

$ (0.56)

$ (0.08)

Total, Basic earnings per share (usd per share)

$ 0.52

$ 0.77

$ 2.01

$ 1.94

Diluted earnings per share

Earnings from continuing operations (usd per share)

$ 0.90

$ 0.79

$ 2.52

$ 1.98

Earnings from discontinued operations (usd per share)

$ (0.39)

$ (0.03)

$ (0.55)

$ (0.08)

Total, Diluted earnings per share (usd per share)

$ 0.51

$ 0.76

$ 1.97

$ 1.90

Dividends per share

$ 0.13

$ 0.10

$ 0.39

$ 0.29

Weighted average shares outstanding:

Basic (shares)

48,067

47,081

48,054

46,839

Diluted (shares)

49,101

48,063

49,136

47,685

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Statement of Comprehensive Income [Abstract]

Net earnings

$ 25,033

$ 36,361

$ 96,588

$ 90,674

Other comprehensive income

Foreign currency translation, net of tax (1)

(47,934)¹

33,886 ¹

(40,114)¹

(7,864)¹

Pension and postretirement adjustments, net of tax (2)

1,147 ²

(13,982)²

2,847 ²

41,669 ²

Other comprehensive income, net of tax

(46,787)

19,904

(37,267)

33,805

Comprehensive income (loss)

$ (21,754)

$ 56,265

$ 59,321

$ 124,479

[1] The tax expense included in other comprehensive income for foreign currency translation adjustments for the three and nine months ended September 30, 2014 were $2.0 million and $1.3 million, respectively. The tax expense included in other comprehensive income for foreign currency translation adjustments for the three and nine months ended September 30, 2013 were $1.4 million and $1.5 million, respectively.

[2] The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and nine months ended September 30, 2014 were $0.7 million and $1.6 million, respectively. The tax expense included in other comprehensive income for pension and postretirement adjustments for the three and nine months ended September 30, 2013 were $20.6 million and $23.5 million, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) (USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Statement of Comprehensive Income [Abstract]

Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax

$ (2.0)

$ (1.4)

$ (1.3)

$ (1.5)

Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax, Portion Attributable to Parent

$ (0.7)

$ (20.6)

$ (1.6)

$ (23.5)

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Current Assets:

Cash and cash equivalents

$ 222,471

$ 175,294

Receivables, net

539,638

603,592

Inventories, net

403,924

452,087

Deferred tax assets, net

46,707

47,650

Assets held for sale

316,211

0

Other current assets

81,731

58,660

Total current assets

1,610,682

1,337,283

Property, plant, and equipment, net

464,683

515,718

Goodwill

991,487

1,110,429

Other intangible assets, net

364,144

471,379

Other assets

22,827

23,465

Total assets

3,453,823

3,458,274

Current liabilities:

Current portion of long-term debt and short-term debt

606

1,334

Accounts payable

148,617

186,941

Accrued expenses

134,048

142,935

Income taxes payable

2,783

789

Deferred revenue

168,384

164,343

Liabilities held for sale

77,303

0

Other current liabilities

44,339

38,251

Total current liabilities

576,080

534,593

Long-term debt

936,006

958,604

Deferred tax liabilities, net

111,325

123,644

Accrued pension and other postretirement benefit costs

105,826

138,904

Long-term portion of environmental reserves

15,204

15,498

Other liabilities

111,790

134,326

Total liabilities

1,856,231

1,905,569

Stockholders' Equity

Common stock, $1 par value,100,000,000 shares authorized at September 30, 2014 and December 31, 2013; 49,189,702 shares issued at September 30, 2014 and December 31, 2013; outstanding shares were 48,024,062 at September 30, 2014 and 47,638,835 at December 31, 2013

49,190

Additional paid in capital

160,037

150,618

Retained earnings

1,458,782

1,380,981

Accumulated other comprehensive (loss) income

(12,008)

25,259

Common treasury stock, at cost (1,165,640 shares at September 30, 2014 and 1,550,867 shares at December 31, 2013)

(58,409)

(53,343)

Total stockholders' equity

1,597,592

1,552,705

Total liabilities and stockholders' equity

$ 3,453,823

$ 3,458,274

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

Sep. 30, 2014

Dec. 31, 2013

Statement of Financial Position [Abstract]

Common stock, par value (usd per share)

$ 1

Common Stock, Shares Authorized

100,000,000

Common Stock, Shares, Issued

49,189,702

Common Stock, Shares, Outstanding

48,024,062

47,638,835

Treasury Stock, Shares

1,165,640

1,550,867

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Cash flows from operating activities:

Net earnings

$ 96,588

$ 90,674

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

90,934

89,660

Loss on sale of businesses

15,178

0

Net loss on sale of fixed assets

402

40

Deferred income taxes

12,130

5,880

Share-based compensation

6,542

5,475

Impairment of fixed assets

2,357

0

Impairment of assets held for sale

17,573

0

Change in operating assets and liabilities, net of businesses acquired and divested:

Accounts receivable, net

(17,031)

26,388

Inventories, net

(27,951)

(36,335)

Progress payments

(10,249)

(7,589)

Accounts payable and accrued expenses

(20,072)

(6,803)

Deferred revenue

18,525

(13,303)

Income taxes payable

(6,053)

(11,672)

Net pension and postretirement liabilities

(30,825)

(12,152)

Other current and long-term assets and liabilities

5,125

4,123

Net cash provided by operating activities

153,173

134,386

Cash flows from investing activities:

Proceeds from sales and disposals of long lived assets

701

1,542

Proceeds from divestitures, net of cash sold

54,096

0

Proceeds from insurance

2,357

0

Additions to property, plant, and equipment

(54,480)

(57,876)

Acquisition of businesses, net of cash acquired

(34,362)

(101,230)

Additional consideration of prior period acquisitions

(989)

(6,303)

Net cash used for investing activities

(32,677)

(163,867)

Cash flows from financing activities:

Borrowings under revolving credit facility

363,458

610,735

Borrowings on debt

0

500,000

Payment of revolving credit facility

(414,157)

(906,907)

Principal payments on debt

(80)

(125,024)

Repurchases of common stock

(44,555)

0

Proceeds from share-based compensation

34,924

21,556

Dividends paid

(12,536)

(8,892)

Capital lease payments

158

0

Excess tax benefits from share-based compensation plans

7,717

773

Net cash provided by (used for) financing activities

(65,071)

92,241

Effect of exchange-rate changes on cash

(8,248)

(3,421)

Net increase in cash and cash equivalents

47,177

59,339

Cash and cash equivalents at beginning of period

175,294

112,023

Cash and cash equivalents at end of period

222,471

171,362

Supplemental disclosure of non-cash activities:

Capital expenditures incurred but not yet paid

638

1,500

Property and equipment acquired under build to suit transaction

$ 14,886

$ 0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (USD $)

In Thousands, unless otherwise specified

Total

Common Stock Member

Additional Paid In Capital Member

Retained Earnings Member

Accumulated Other Comprehensive Loss Member

Treasury Stock Member

Beginning Balance at Dec. 31, 2012

$ 49,190

$ 151,883

$ 1,261,377

$ (55,508)

$ (94,350)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net earnings

137,981

Other comprehensive income, net of tax

80,767 ¹

80,767

Dividends paid/declared

(18,377)

Stock options exercised, net of tax

0

(5,728)

34,451

Restricted stock

(2,127)

5,796

Share-based compensation

6,920

430

Other

(330)

330

Ending Balance at Dec. 31, 2013

1,552,705

49,190

150,618

1,380,981

25,259

(53,343)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net earnings

96,588

Other comprehensive income, net of tax

(37,267)

Dividends paid/declared

(18,787)

Stock options exercised, net of tax

0

5,575

35,688

Restricted stock

(2,052)

3,155

Share-based compensation

6,308

234

Repurchases of common stock

(44,555)

Other

(412)

412

Ending Balance at Sep. 30, 2014

$ 1,597,592

$ 49,190

$ 160,037

$ 1,458,782

$ (12,008)

$ (58,409)

[1] All amounts are after tax.

BASIS OF PRESENTATION

Curtiss-Wright Corporation and its subsidiaries (the Corporation or the Company) is a diversified, multinational manufacturing and service company that designs, manufactures, and overhauls precision components and systems and provides highly engineered products and services to the commercial/industrial, defense, and energy markets.

The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete long-term contracts under the percentage-of-completion accounting methods, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. There were no individual significant changes in estimated contract costs in the three and nine month periods ended September 30, 2014 and 2013. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2013 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

Changes in Segment Presentation

As a result of certain organizational changes in 2014, the Corporation revised its reportable segments to align to the major markets it currently serves: Commercial/Industrial, Defense, and Energy. Prior period financial information has been reclassified to conform to the current period presentation. The change in reportable segments did not impact the Corporation's previously reported Condensed Consolidated Financial Statements. See Note 11 of the Notes to the Condensed Consolidated Financial Statements for more information on the Corporation's reportable segments.

Discontinued operations

During the second quarter the Corporation sold its Benshaw and 3D Radar businesses, which had been previously reported within the Defense segment, and during the third quarter, the Corporation sold its Vessels business, which had been previously reported within the Energy segment. In addition, during the third quarter, the Corporation reclassified (i) the upstream processing and downstream refining oil and gas businesses (ii) an engineered packaging business and an aviation ground vehicle support business and (iii) two surface treatment facilities, which had previously been reported within the Energy, Defense, and Commercial/Industrial segments, respectively, as assets held for sale. The results of operations of these businesses are reported as discontinued operations within our Condensed Consolidated Statements of Earnings. Prior year amounts have been restated to conform to the current year presentation. Please refer to Footnote 3 of our Condensed Consolidated Financial Statements for further information.

Out of Period Correction of an Immaterial Error Related to Three and Six Month Periods ended June 30, 2013

In the third quarter of 2013, the Corporation recorded an out of period adjustment related to the three and six month periods ended June 30, 2013 of $18 million to decrease comprehensive income and increase our deferred tax liability to reflect the tax impact of a May 31, 2013 amendment to our Curtiss-Wright Pension Plan which required a plan remeasurement. This error did not affect our condensed consolidated statement of net earnings or condensed consolidated statements of cash flows for the three and nine month periods ended September 30, 2013 or the three and six month periods ended June 30, 2013. The Corporation evaluated the effects of this error on the June 30, 2013 condensed consolidated financial statements and based on an analysis of quantitative and qualitative factors, the Corporation determined that the error was not material and, therefore, amendment of previously filed reports is not required.

RECENTLY ISSUED ACCOUNTING STANDARDS

STANDARDS ISSUED BUT NOT YET EFFECTIVE

In May 2014, the FASB issued a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. The Corporation is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In April 2014, new guidance was issued that amends the current discontinued operations guidance. The new guidance limits discontinued operation reporting to situations where the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results, and requires expanded disclosures for discontinued operations. The adoption of this new guidance will be effective prospectively for annual reporting periods beginning after December 15, 2014 and interim periods within those years, with early adoption permitted in certain instances. The Corporation plans to adopt the provisions of the new guidance during the first quarter of 2015. The significance of this guidance for the Corporation is dependent on any future divestitures or disposals.

ACQUISITION

ACQUISITIONS

The Corporation evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets. The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial statements. This goodwill arises because the purchase prices for these businesses reflect the future earnings and cash flow potential in excess of the earnings and cash flows attributable to the current product and customer set at the time of acquisition. Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations.

The Corporation allocates the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. In the months after closing, as the Corporation obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and as the Corporation learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Adjustments to the purchase price allocation are made only for those items identified as of the acquisition date and prior to completion of the measurement period.

The Corporation acquired three businesses during the nine months ended September 30, 2014, described in more detail below.

The amounts of net sales and net earnings included in the Corporation’s consolidated statement of earnings from the acquisition date to the period ended September 30, 2014 are $12.6 million and $0.3 million, respectively.

COMMERCIAL/INDUSTRIAL

Component Coating and Repair Services Limited

On January 10, 2014, the Corporation acquired 100% of the issued and outstanding capital stock of Component Coating and Repair Services Limited (CCRS) for approximately £15 million ($25 million) in cash, net of cash acquired. The Share Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited into escrow as security for potential indemnification claims against the sellers. CCRS operates out of two locations in Glasgow and Alfreton in the United Kingdom and will operate within the Corporation's Commercial/Industrial segment. CCRS is a provider of corrosion resistant coatings and precision airfoil repair services for aerospace and industrial turbine applications. Revenues were approximately $9.9 million in the latest fiscal year ending May 31, 2013.

The purchase price of the acquisition has been allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:



(In thousands)	CCRS
Accounts receivable	$	2,984
Inventory	64
Property, plant, and equipment	1,987
Other current and non-current assets	71
Intangible assets	9,560
Current and non-current liabilities	(1,754		)
Deferred income taxes	(2,058		)
Net tangible and intangible assets	10,854
Purchase price	24,644
Goodwill	$	13,790

Amount of tax deductible goodwill	$	—

ENERGY

Engemasa Pressure Relief Valves

On June 4, 2014, the Corporation acquired the valve division of Engemasa Engenharia E Materiais LTDA of Sao Carlos, Brazil

for approximately $1.8 million in cash. The division will operate within the Corporation's Energy segment.

Nuclear Power Services Inc.

On February 18, 2014, the Corporation acquired certain assets and assumed certain liabilities of Nuclear Power Services Inc. (NPSI) for approximately CAD 9 million (approximately $8.0 million) in cash. The Asset Purchase Agreement contains representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. NPSI is based in Ontario, Canada and will operate within the Corporation's Energy segment. NPSI provides qualified nuclear component sourcing, Equipment Qualification, Commercial Grade Dedication (CGD) services, and Instrumentation & Control component manufacturing primarily to the Canadian and International CANDU nuclear industry. NPSI generated revenues of approximately $4.9 million for the year ended December 31, 2013.

Supplemental Pro Forma Statements of Operations Data

The assets, liabilities and results of operations of the businesses acquired in 2014 were not material to the Corporation’s consolidated financial position or results of operations and therefore pro forma financial information for the acquisitions are not presented.

As it relates to the prior year, the following table presents unaudited consolidated pro forma financial information for the combined results of the Corporation and its completed business acquisitions during the year ended December 31, 2013 as if the acquisitions had occurred on January 1, 2013 for purposes of the financial information presented for the period ended September 30, 2013.



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(In thousands, except per share data)	2013		2013
Net sales	$	622,965	$	1,880,664
Net earnings from continuing operations	38,571		94,610
Diluted earnings per share from continuing operations	0.80		1.98

The unaudited pro forma consolidated results were prepared using the acquisition method of accounting and are based on historical financial information. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations actually would have been had the Corporation completed the acquisition on January 1, 2012. In addition, the unaudited pro forma consolidated results do not purport to project the future results of operations of the combined company nor do they reflect the expected realization of any cost savings associated with the acquisition. The unaudited pro forma consolidated results reflect primarily the following pro forma pre-tax adjustments:


•	Additional amortization expense related to the fair value of identifiable intangible assets acquired of approximately $1.0 million and $3.7 million for the three and nine months ended, September 30, 2013, respectively.


•	Additional interest expense associated with the incremental borrowings that would have been incurred to acquire these companies as of January 1, 2012 of $1.2 million and $4.3 million for the three and nine months ended, September 30, 2013, respectively.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

As part of a strategic portfolio review conducted in 2014 the Corporation has identified certain businesses which it considers non-core. The Corporation considers businesses non-core when the business' products or services do not complement its existing businesses and where the long-term growth prospects are below the Corporation's expectations. As part of this initiative, the Corporation has divested three businesses, two in the second quarter of 2014 and one in the third quarter of 2014. Additionally, during the third quarter of 2014, the Corporation classified certain other businesses as held for sale. The results of operations of these businesses are reported as discontinued operations within our Condensed Consolidated Statements of Earnings and prior year amounts have been restated to conform to the current year presentation.

COMMERCIAL/INDUSTRIAL

Surface Technologies

During the third quarter of 2014, the Corporation committed to a plan to sell two surface technology treatment facilities, within the Commercial/Industrial segment. As of September 30, 2014, the business has been classified as held for sale and the results of operations for the businesses have been presented as discontinued operations. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $1.2 million and $3.7 million, respectively, and a loss before income taxes of $1.1 million for both the three and nine months ended September 30, 2014. Included in the three and nine months ended September 30, 2014 loss before income taxes is a $1.0 million impairment on the held for sale asset disposal group.

DEFENSE

Aviation Ground Support Equipment

During the third quarter of 2014, the Corporation committed to a plan to sell its aviation ground support equipment business, within the Defense segment. As of September 30, 2014, the business has been classified as held for sale and the results of operations for the business have been presented as discontinued operations. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $7.4 million and $21.1 million, respectively, and a loss before income taxes of $6.6 million and $7.7 million, respectively. Included in the three and nine months ended September 30, 2014 loss before income taxes is a $6.5 million impairment on the held for sale asset disposal group.

Engineered Packaging

During the third quarter of 2014, the Corporation committed to a plan to sell its Engineered Packaging business, within the Defense segment. As of September 30, 2014, the business has been classified as held for sale and the results of operations for the business have been presented as discontinued operations. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $4.5 million and $15.0 million, respectively, and a loss before income taxes of $2.6 million and $1.4 million, respectively. Included in the three and nine months ended September 30, 2014 loss before income taxes is a $3.0 million impairment on the held for sale asset disposal group.

Benshaw

On June 30, 2014, the Corporation sold the assets of its Benshaw business, which was reported in the Defense segment, to Regal-Beloit Corporation for $49.7 million in cash, net of cash sold, and the final working capital adjustment. Benshaw's operating results are included in discontinued operations in the Corporation’s Consolidated Statement of Earnings for all periods presented. Discontinued operations included net sales of $14.3 million and $29.0 million for the three and six months ended June 30, 2014, respectively. Discontinued operations included a loss before income taxes of $2.4 million and $3.1 million for the three and six months ended June 30, 2014, respectively. The Corporation recognized a pre-tax loss on divestiture of $7.3 million.

3D Radar

On April 30, 2014, the Corporation sold the assets of the 3D Radar business, within the Defense segment, to Chemring Group PLC for $2.4 million in cash, net of the final working capital adjustment. 3D Radar's operating results are included in discontinued operations in the Corporation’s Consolidated Statement of Earnings for all periods presented. The disposal resulted in a $0.6 million pre-tax gain. Discontinued operations included net sales of $0.2 million and $0.3 million for the three and six months ended June 30, 2014, respectively and a loss before income taxes of $0.3 million and $1.1 million for the three and six months ended June 30, 2014, respectively.

ENERGY

Downstream

During the third quarter of 2014, the Corporation committed to a plan to sell its downstream oil and gas business, within the Energy segment. As of September 30, 2014, the business has been classified as held for sale and the results of operations for the business has been presented as discontinued operations. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $29.0 million and $85.0 million, respectively, and a loss before income taxes of $10.3 million for both the three and nine months ended September 30, 2014. Included in the three and nine months ended September 30, 2014 loss before income taxes is a $7.0 million impairment on the Downstream held for sale asset disposal group.

Upstream

During the third quarter of 2014, the Corporation committed to a plan to sell its upstream oil and gas business, within the Energy segment. As of September 30, 2014, the business has been classified as held for sale and the results of operations for the business has been presented as discontinued operations. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $35.1 million and $116.0 million, respectively, and earnings before income taxes of $3.7 million and $11.1 million for the three and nine months ended September 30, 2014, respectively.

Vessels

During the third quarter of 2014, the Corporation completed the sale of its Vessels business, within the Energy segment, for $2.0 million in cash, net of transaction costs. The Corporation recognized a pre-tax loss on divestiture of $8.6 million. Discontinued operations for the three and nine months ended September 30, 2014, included net sales of $1.8 million and $5.5 million, respectively, and a loss before income taxes of $2.8 million and $10.8 million, respectively.

The aggregate financial results of all discontinued operations were as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net sales	$	79,099		$	88,258		$	275,612		$	277,625
Loss from discontinued operations before income taxes⁽¹⁾	(19,642		)	(2,642		)	(24,317		)	(6,045		)
Income tax benefit	5,470			1,068			6,849			2,379
Loss on sale businesses ⁽²⁾	$	(5,105	)	$	—		$	(9,529	)	$	—
Loss from discontinued operations	$	(19,277	)	$	(1,574	)	$	(26,997	)	$	(3,666	)

(1) - Loss from discontinued operations before income taxes includes approximately $17.6 million of held for sale impairment expense in the three and nine months ended September 30, 2014.

(2) - Net of tax benefit for the three and nine months ended September 30, 2014 of $3.0 million and $5.8 million, respectively.

The aggregate components of the assets classified as held for sale, are as follows:



	September 30, 2014
Assets held for sale:
Receivables, net	$	73,021
Inventories, net	52,469
Property, plant, and equipment, net	34,973
Goodwill	106,531
Intangibles	62,719
Other assets	4,028
Reserve for assets held for sale	(17,530		)
Total assets held for sale, current	$	316,211
Liabilities held for sale
Accounts payable	$	21,170
Accrued expenses	11,066
Income taxes payable	298
Other current liabilities	16,471
Deferred tax liabilities, net	28,262
Other liabilities	36
Total liabilities held for sale, current	$	77,303

RECEIVABLES

Receivables primarily include amounts billed to customers, unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed, and other receivables. Substantially all amounts of unbilled receivables are expected to be billed and collected within one year. An immaterial amount of unbilled receivables are subject to retainage provisions. The amount of claims and unapproved change orders within our receivables balances are immaterial.

The composition of receivables is as follows:



	(In thousands)
	September 30, 2014			December 31, 2013
Billed receivables:
Trade and other receivables	$	394,822		$	444,841
Less: Allowance for doubtful accounts	(5,915		)	(6,857		)
Net billed receivables	388,907			437,984
Unbilled receivables:
Recoverable costs and estimated earnings not billed	162,416			184,120
Less: Progress payments applied	(11,685		)	(18,512		)
Net unbilled receivables	150,731			165,608
Receivables, net	$	539,638		$	603,592

INVENTORIES

Inventoried costs contain amounts relating to long-term contracts and programs with long production cycles, a portion of which will not be realized within one year. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or market. The composition of inventories is as follows:



	(In thousands)
	September 30, 2014			December 31, 2013
Raw materials	$	204,542		$	231,219
Work-in-process	104,588			114,372
Finished goods and component parts	98,493			117,444
Inventoried costs related to long-term contracts	62,011			58,796
Gross inventories	469,634			521,831
Less: Inventory reserves	(53,788		)	(54,400		)
Progress payments applied	(11,922		)	(15,344		)
Inventories, net	$	403,924		$	452,087

As of September 30, 2014 and December 31, 2013, inventory also includes capitalized contract development costs of $43.9 million and $37.1 million, respectively, related to certain aerospace and defense programs. These capitalized costs will be liquidated as production units are delivered to the customers. As of September 30, 2014 and December 31, 2013, $13.0 million and $13.8 million, respectively, are scheduled to be liquidated under existing firm orders.

GOODWILL

The changes in the carrying amount of goodwill, revised to reflect the Corporation's new segment structure, for the nine months ended September 30, 2014 are as follows:



	(In thousands)
	Commercial/Industrial			Defense			Energy			Consolidated
December 31, 2013	$	347,819		$	485,431		$	277,179		$	1,110,429
Acquisitions	13,790			—			4,705			18,495
Assets held for sale	—			(4,735		)	(101,796		)	(106,531		)
Divestitures	—			(11,355		)	(1,460		)	(12,815		)
Goodwill adjustments	(1,096		)	(254		)	—			(1,350		)
Foreign currency translation adjustment	(5,199		)	(10,763		)	(779		)	(16,741		)
September 30, 2014	$	355,314		$	458,324		$	177,849		$	991,487

OTHER INTANGIBLE ASSETS, NET

The following tables present the cumulative composition of the Corporation’s intangible assets. Intangible assets related to discontinued operations have been reclassified to Assets held for sale.



	(In thousands)
September 30, 2014	Gross		Accumulated Amortization			Net
Technology	$	180,362	$	(83,173	)	$	97,189
Customer related intangibles	363,429		(120,094		)	243,335
Other intangible assets	39,957		(16,337		)	23,620
Total	$	583,748	$	(219,604	)	$	364,144

	(In thousands)
December 31, 2013	Gross		Accumulated Amortization			Net
Technology	$	213,888	$	(88,644	)	$	125,244
Customer related intangibles	430,604		(127,194		)	303,410
Other intangible assets	66,436		(23,711		)	42,725
Total	$	710,928	$	(239,549	)	$	471,379

During the first nine months of 2014, the Corporation acquired intangible assets of $13.5 million, primarily consisting of Customer related intangibles of $13.2 million with a weighted average amortization period of 13.3 years.

Total intangible amortization expense for the nine months ended September 30, 2014 and September 30, 2013 was $36.0 million. The estimated amortization expense for the five years ending December 31, 2014 through 2018 is $45.9 million, $43.0 million, $41.7 million, $41.1 million, and $39.6 million, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

The Corporation has foreign currency exposure primarily in the United Kingdom, Europe, and Canada. The Corporation uses financial instruments, primarily forward contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions. The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations. Guidance on accounting for derivative instruments and hedging activities requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments.

Interest Rate Risks and Related Strategies

The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt. The Corporation periodically uses interest rate swaps to manage such exposures. Under these interest rate swaps, the Corporation exchanges, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.

For interest rate swaps designated as fair value hedges (i.e., hedges against the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed rate debt due to changes in market interest rates.

The notional amounts of the Corporation’s outstanding interest rate swaps designated as fair value hedges were $400 million at September 30, 2014.

The fair value accounting guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves.

Level 3: Inputs are unobservable data points that are not corroborated by market data.

Based upon the fair value hierarchy, all of the forward foreign exchange contracts and interest rate swaps are valued at a Level 2.

Effects on Consolidated Balance Sheets

The location and amounts of derivative instrument fair values in the condensed consolidated balance sheet are below.



	(In thousands)
	September 30, 2014		December 31, 2013
Assets
Undesignated for hedge accounting
Forward exchange contracts	$	55	$	605
Total asset derivatives (A)	$	55	$	605
Liabilities
Designated for hedge accounting
Interest rate swaps	$	22,394	$	49,845
Undesignated for hedge accounting
Forward exchange contracts	$	198	$	277
Total liability derivatives (B)	$	22,592	$	50,122

(A)Forward exchange derivatives are included in Other current assets and interest rate swap assets are included in Other assets.

(B)Forward exchange derivatives are included in Other current liabilities and interest rate swap liabilities are included in Other liabilities.

Effects on Condensed Consolidated Statements of Earnings

Fair value hedge

The location and amount of gains or losses on the hedged fixed rate debt attributable to changes in the market interest rates and the offsetting gain (loss) on the related interest rate swaps for the three and nine months ended September 30, were as follows:



	(In thousands)
	Gain/(Loss) on Swap										Gain/(Loss) on Borrowings
	Three Months Ended					Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,					September 30,					September 30,					September 30,
Income Statement Classification	2014		2013			2014		2013			2014			2013		2014			2013
Other income, net	$	2,517	$	(3,106	)	$	27,451	$	(39,679	)	$	(2,517	)	$	3,106	$	(27,451	)	$	39,679

Undesignated hedges

The location and amount of gains and losses recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three and nine months ended September 30, were as follows:



	(In thousands)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Derivatives not designated as hedging instrument	2014		2013		2014		2013
Forward exchange contracts:
General and administrative expenses	$	2,446	$	2,143	$	1,516	$	(3,693	)

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issues as of September 30, 2014. Accordingly, all of the Corporation’s debt is valued at a Level 2. The fair values described below may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.



	September 30, 2014				December 31, 2013
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Industrial revenue bond, due 2023	$	8,400	$	8,400	$	8,400	$	8,400
Revolving credit agreement, due 2017	—		—		50,000		50,000
5.51% Senior notes due 2017	150,000		164,382		150,000		163,059
3.84% Senior notes due 2021	99,431		99,431		98,632		98,632
3.70% Senior notes due 2023	225,000		225,490		225,000		209,140
3.85% Senior notes due 2025	94,771		94,771		88,555		88,555
4.24% Senior notes due 2026	187,924		187,924		173,557		173,557
4.05% Senior notes due 2028	70,479		70,479		64,411		64,411
4.11% Senior notes due 2028	100,000		98,712		100,000		89,252
Other debt	607		607		1,383		1,383
Total debt	$	936,612	$	950,196	$	959,938	$	946,389

Nonrecurring measurements

As discussed in Note 3. Discontinued Operations and Assets Held For Sale, the Corporation classified certain businesses as held for sale during the third quarter. In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets guidance of FASB Codification Subtopic 360–10, the carrying amount of the disposal groups were written down to their estimated fair value, less costs to sell, resulting in an impairment charge of $17.6 million, which was included in the loss from discontinued operations before income taxes for the three and nine month periods ended September 30, 2014. The fair value of the disposal groups were determined primarily by using non-binding quotes. In accordance with the fair value hierarchy, the impairment charge is classified as a Level 3 measurement as it is based on significant other observable inputs.

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following tables are consolidated disclosures of all domestic and foreign defined pension plans as described in the Corporation’s 2013 Annual Report on Form 10-K. The postretirement benefits information includes the domestic Curtiss-Wright Corporation, Williams, and EMD postretirement benefit plans, as there are no foreign postretirement benefit plans.

Pension Plans

The components of net periodic pension cost for the three and nine months ended September 30, 2014 and 2013 are as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Service cost	$	6,227		$	8,449		$	18,969		$	30,167
Interest cost	7,799			7,163			22,895			20,679
Expected return on plan assets	(10,521		)	(9,306		)	(31,359		)	(27,067		)
Amortization of prior service cost	157			165			472			719
Amortization of unrecognized actuarial loss	2,147			3,560			5,113			11,767
Curtailments	—			(2,818		)	—			(107		)
Net periodic benefit cost	$	5,809		$	7,213		$	16,090		$	36,158

During the nine months ended September 30, 2014, the Corporation made $39.8 million in contributions to the Curtiss-Wright Pension Plan, and does not expect to make further contributions in 2014. In addition, contributions of $3.1 million were made to the Corporation’s foreign benefit plans during the nine months ended September 30, 2014. Contributions to the foreign benefit plans are expected to be $3.4 million in 2014.

Other Postretirement Benefit Plans

The components of the Corporation's net postretirement benefit cost for the three and nine months ended September 30, 2014 and 2013 are as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Service cost	$	71		$	81		$	212		$	280
Interest cost	220			213			658			630
Amortization of prior service cost	(164		)	(158		)	(492		)	(472		)
Amortization of unrecognized actuarial gain	(203		)	(140		)	(608		)	(460		)
Net postretirement benefit cost (income)	$	(76	)	$	(4	)	$	(230	)	$	(22	)

During the nine months ended September 30, 2014, the Corporation paid $1 million to the postretirement plans. During 2014, the Corporation anticipates contributing $1.7 million to the postretirement plans.

Defined Contribution Retirement Plan

Effective January 1, 2014, all non-union employees who are not currently receiving final or career average pay benefits became eligible to receive employer contributions in the Corporation's sponsored 401(k) plan. The employer contributions include both employer match and non-elective contribution components, up to a maximum employer contribution of 6% of eligible compensation. The expense relating to the plan was $10.6 million for the nine months ended September 30, 2014. The Corporation made $4.8 million in contributions to the plan during the nine months ended September 30, 2014, and expects to make total contributions of $7.0 million in 2014.

EARNINGS PER SHARE

Diluted earnings per share were computed based on the weighted-average number of shares outstanding plus all potentially dilutive common shares. A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:



	(In thousands)
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2014	2013	2014	2013
Basic weighted-average shares outstanding	48,067	47,081	48,054	46,839
Dilutive effect of stock options and deferred stock compensation	1,034	982	1,082	846
Diluted weighted-average shares outstanding	49,101	48,063	49,136	47,685

As of September 30, 2014, there were no options outstanding that were considered anti-dilutive. As of September 30, 2013 there were 304,000 stock options outstanding that could potentially dilute earnings per share in the future, which were excluded from the computation of diluted earnings per share, as they would be considered anti-dilutive.

SEGMENT INFORMATION

Prior to the first quarter of 2014, the Corporation reported its results of operations through three segments: Flow Control, Controls, and Surface Technologies. Beginning in the first quarter of 2014, the Corporation realigned its reportable segments with its end markets to strengthen its ability to service customers and recognize certain organizational efficiencies. As a result of this realignment the Corporation has three new reportable segments: Commercial/Industrial, Defense, and Energy. The Corporation's former Surface Technologies segment is consolidated within the new Commercial/Industrial segment. The commercial businesses which were in the former Controls segment form part of the new Commercial/Industrial segment. The Corporation's defense businesses, which were primarily in the Corporation’s former Controls segment and to a lesser extent in the former Flow Control segment, are now consolidated within the new Defense segment. The Corporation's Oil and Gas and Nuclear divisions, which were in the former Flow Control segment, form the new Energy segment.

The Corporation's measure of segment profit or loss is operating income. Interest expense and income taxes are not reported on an operating segment basis because they are not considered in the segments’ performance evaluation by the Corporation’s chief operating decision-maker, its Chief Executive Officer.

Net sales and operating income by reportable segment was as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net sales
Commercial/Industrial	$	273,562		$	240,490		$	814,282		$	700,343
Defense	183,498			176,052			539,782			535,773
Energy	104,018			97,372			325,105			302,398
Less: Intersegment revenues	(1,584		)	(1,505		)	(5,215		)	(5,098		)
Total consolidated	$	559,494		$	512,409		$	1,673,954		$	1,533,416

Operating income (expense)
Commercial/Industrial	$	40,096		$	31,145		$	106,615		$	75,524
Defense	26,974			25,521			73,553			71,808
Energy	17,491			15,102			51,294			45,628
Corporate and eliminations ⁽¹⁾	(10,421		)	(6,138		)	(24,400		)	(27,970		)
Total consolidated operating income	$	74,140		$	65,630		$	207,062		$	164,990
Reconciliation to Earnings from continuing operations before income taxes
Interest expense	$	(9,013	)	$	(9,701	)	$	(27,054	)	$	(27,701	)
Other income, net	$	(158	)	$	288		$	(64	)	$	852
Earnings from continuing operations before income taxes	$	64,969		$	56,217		$	179,944		$	138,141

⁽¹⁾ Corporate and eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses.



	(In thousands)
	September 30, 2014		December 31, 2013
Identifiable assets
Commercial/Industrial	$	1,351,756	$	1,310,521
Defense	1,180,390		1,292,462
Energy	795,642		798,028
Corporate and Other	126,035		57,263
Total consolidated	$	3,453,823	$	3,458,274

Within the Commercial/Industrial, Defense and Energy segments are $1.7 million, $23.5 million, and $291.1 million, respectively, of assets classified as held for sale.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The cumulative balance of each component of accumulated other comprehensive (loss) income, net of tax, is as follows:



	(In thousands)
	Foreign currency translation adjustments, net			Total pension and postretirement adjustments, net			Accumulated other comprehensive income (loss)
December 31, 2012	$	65,722		$	(121,230	)	$	(55,508	)
Current period other comprehensive income (loss) ⁽¹⁾	(6,619		)	87,386			80,767
December 31, 2013	$	59,103		$	(33,844	)	$	25,259
Other comprehensive income before reclassifications ⁽¹⁾	(40,114		)	(18		)	(40,132		)
Amounts reclassified from accumulated other comprehensive income ⁽¹⁾	—			2,865			2,865
Net current period other comprehensive income	(40,114		)	2,847			(37,267		)
September 30, 2014	$	18,989		$	(30,997	)	$	(12,008	)


(1)	All amounts are after tax.

Details of amounts reclassified from accumulated other comprehensive income (loss) are below:



	(In thousands)
	Amount reclassified from Accumulated other comprehensive income (loss)			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	20			(1)
Amortization of actuarial losses	(4,505		)	(1)
	(4,485		)	Total before tax
	1,620			Income tax
Total reclassifications	$	(2,865	)	Net of tax


(1)	These items are included in the computation of net periodic pension cost. See Note 9, Pension and Other Postretirement Benefit Plans.

CONTINGENCIES AND COMMITMENTS

Legal Proceedings

The Corporation has been named in a number of lawsuits that allege injury from exposure to asbestos. To date, the Corporation has not been found liable for or paid any material sum of money in settlement in any case. The Corporation believes its minimal use of asbestos in its past and current operations and the relatively non-friable condition of asbestos in its products makes it unlikely that it will face material liability in any asbestos litigation, whether individually or in the aggregate. The Corporation maintains insurance coverage for these potential liabilities and believes adequate coverage exists to cover any unanticipated asbestos liability.

In December 2013, the Corporation, along with other unaffiliated parties, received a claim from Canadian Natural Resources Limited (CNRL) filed in the Court of Queen's Bench of Alberta, Judicial District of Calgary. The claim pertains to a January 2011 fire and explosion at a delayed coker unit at its Fort McMurray refinery that resulted in the injury of five CNRL employees, damage to property and equipment, and various forms of consequential loss, such as loss of profit, lost opportunities, and business interruption. The fire and explosion occurred when a CNRL employee bypassed certain safety controls and opened an operating coker unit. The total quantum of alleged damages arising from the incident has not been finalized, but is estimated to meet or exceed $1 billion. The Corporation maintains various forms of commercial, property and casualty, product liability, and other forms of insurance; however, such insurance may not be adequate to cover all the costs associated with a judgment against us. The Corporation is currently unable to estimate an amount, or range of potential losses, if any, from this matter. The Corporation believes it has adequate legal defenses and intends to defend this matter vigorously. The Corporation's financial condition, results of operations, and cash flows, could be materially affected during a future fiscal quarter or fiscal year by unfavorable developments or outcome regarding this claim.

In addition to the CNRL litigation, the Corporation is party to a number of other legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material effect on the Corporation’s results of operations or financial position.

Environmental Matters

The aggregate environmental liability was $16.0 million at September 30, 2014 and $16.3 million at December 31, 2013. All environmental reserves exclude any potential recovery from insurance carriers or third-party legal actions.

Letters of Credit and Other Financial Arrangements

The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to secure advance payments from certain international customers. At September 30, 2014 and December 31, 2013, there were $40.4 million and $47.2 million of stand-by letters of credit outstanding, respectively, and $18.2 million and $23.2 million of bank guarantees outstanding, respectively. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a $52.9 million surety bond.

AP1000 Program

Within the Corporation’s Defense segment, our Electro-Mechanical Division is the reactor coolant pump (RCP) supplier for the Westinghouse AP1000 nuclear power plants under construction in China and the United States. The terms of the AP1000 China and United States contracts include liquidated damage provisions for failure to meet contractual delivery dates if the Corporation caused the delay and the delay was not excusable. The Corporation would be liable for liquidated damages if the Corporation was deemed responsible for not meeting the delivery dates. On October 10, 2013, the Corporation received a letter from Westinghouse stating entitlements to the maximum amount of liquidated damages allowable under the AP1000 China contract from Westinghouse of approximately $25 million. As of September 30, 2014, the Corporation has not met certain contractual delivery dates under its AP 1000 China and US contracts; however there are significant counterclaims and uncertainties as to which parties are responsible for the delays. Given the uncertainties surrounding the responsibility for the delays no accrual has been made for this matter. As of September 30, 2014, the range of possible loss is $0 to $40 million for the delivery dates that have not been met.

BASIS OF PRESENTATION (Policies)

Basis Of Accounting

Curtiss-Wright Corporation and its subsidiaries (the Corporation or the Company) is a diversified, multinational manufacturing and service company that designs, manufactures, and overhauls precision components and systems and provides highly engineered products and services to the commercial/industrial, defense, and energy markets.

The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete long-term contracts under the percentage-of-completion accounting methods, the estimate of useful lives for property, plant, and equipment, cash flow estimates used for testing the recoverability of assets, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. There were no individual significant changes in estimated contract costs in the three and nine month periods ended September 30, 2014 and 2013. In the opinion of management, all adjustments considered necessary for a fair presentation have been reflected in these financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s 2013 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

Discontinued operations

During the second quarter the Corporation sold its Benshaw and 3D Radar businesses, which had been previously reported within the Defense segment, and during the third quarter, the Corporation sold its Vessels business, which had been previously reported within the Energy segment. In addition, during the third quarter, the Corporation reclassified (i) the upstream processing and downstream refining oil and gas businesses (ii) an engineered packaging business and an aviation ground vehicle support business and (iii) two surface treatment facilities, which had previously been reported within the Energy, Defense, and Commercial/Industrial segments, respectively, as assets held for sale. The results of operations of these businesses are reported as discontinued operations within our Condensed Consolidated Statements of Earnings. Prior year amounts have been restated to conform to the current year presentation. Please refer to Footnote 3 of our Condensed Consolidated Financial Statements for further information.

Corrections of Prior Years Amounts

Changes in Segment Presentation

As a result of certain organizational changes in 2014, the Corporation revised its reportable segments to align to the major markets it currently serves: Commercial/Industrial, Defense, and Energy. Prior period financial information has been reclassified to conform to the current period presentation. The change in reportable segments did not impact the Corporation's previously reported Condensed Consolidated Financial Statements. See Note 11 of the Notes to the Condensed Consolidated Financial Statements for more information on the Corporation's reportable segments.

Out of Period Correction of an Immaterial Error Related to Three and Six Month Periods ended June 30, 2013

In the third quarter of 2013, the Corporation recorded an out of period adjustment related to the three and six month periods ended June 30, 2013 of $18 million to decrease comprehensive income and increase our deferred tax liability to reflect the tax impact of a May 31, 2013 amendment to our Curtiss-Wright Pension Plan which required a plan remeasurement. This error did not affect our condensed consolidated statement of net earnings or condensed consolidated statements of cash flows for the three and nine month periods ended September 30, 2013 or the three and six month periods ended June 30, 2013. The Corporation evaluated the effects of this error on the June 30, 2013 condensed consolidated financial statements and based on an analysis of quantitative and qualitative factors, the Corporation determined that the error was not material and, therefore, amendment of previously filed reports is not required.

ACQUISITION (Table)

Schedule Of Business Acquisitions By Acquisition

The purchase price of the acquisition has been allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:



(In thousands)	CCRS
Accounts receivable	$	2,984
Inventory	64
Property, plant, and equipment	1,987
Other current and non-current assets	71
Intangible assets	9,560
Current and non-current liabilities	(1,754		)
Deferred income taxes	(2,058		)
Net tangible and intangible assets	10,854
Purchase price	24,644
Goodwill	$	13,790

Amount of tax deductible goodwill	$	—

Business Acquisition Pro Forma Information

As it relates to the prior year, the following table presents unaudited consolidated pro forma financial information for the combined results of the Corporation and its completed business acquisitions during the year ended December 31, 2013 as if the acquisitions had occurred on January 1, 2013 for purposes of the financial information presented for the period ended September 30, 2013.



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(In thousands, except per share data)	2013		2013
Net sales	$	622,965	$	1,880,664
Net earnings from continuing operations	38,571		94,610
Diluted earnings per share from continuing operations	0.80		1.98

DISCONTINUED OPERATIONS (Table)

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

The aggregate financial results of all discontinued operations were as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net sales	$	79,099		$	88,258		$	275,612		$	277,625
Loss from discontinued operations before income taxes⁽¹⁾	(19,642		)	(2,642		)	(24,317		)	(6,045		)
Income tax benefit	5,470			1,068			6,849			2,379
Loss on sale businesses ⁽²⁾	$	(5,105	)	$	—		$	(9,529	)	$	—
Loss from discontinued operations	$	(19,277	)	$	(1,574	)	$	(26,997	)	$	(3,666	)

(1) - Loss from discontinued operations before income taxes includes approximately $17.6 million of held for sale impairment expense in the three and nine months ended September 30, 2014.

(2) - Net of tax benefit for the three and nine months ended September 30, 2014 of $3.0 million and $5.8 million, respectively.

The aggregate components of the assets classified as held for sale, are as follows:



	September 30, 2014
Assets held for sale:
Receivables, net	$	73,021
Inventories, net	52,469
Property, plant, and equipment, net	34,973
Goodwill	106,531
Intangibles	62,719
Other assets	4,028
Reserve for assets held for sale	(17,530		)
Total assets held for sale, current	$	316,211
Liabilities held for sale
Accounts payable	$	21,170
Accrued expenses	11,066
Income taxes payable	298
Other current liabilities	16,471
Deferred tax liabilities, net	28,262
Other liabilities	36
Total liabilities held for sale, current	$	77,303

RECEIVABLES (Table)

Schedule Of Accounts Notes Loans And Financing Receivable

The composition of receivables is as follows:



	(In thousands)
	September 30, 2014			December 31, 2013
Billed receivables:
Trade and other receivables	$	394,822		$	444,841
Less: Allowance for doubtful accounts	(5,915		)	(6,857		)
Net billed receivables	388,907			437,984
Unbilled receivables:
Recoverable costs and estimated earnings not billed	162,416			184,120
Less: Progress payments applied	(11,685		)	(18,512		)
Net unbilled receivables	150,731			165,608
Receivables, net	$	539,638		$	603,592

INVENTORIES (Table)

Schedule Of Inventory

The composition of inventories is as follows:



	(In thousands)
	September 30, 2014			December 31, 2013
Raw materials	$	204,542		$	231,219
Work-in-process	104,588			114,372
Finished goods and component parts	98,493			117,444
Inventoried costs related to long-term contracts	62,011			58,796
Gross inventories	469,634			521,831
Less: Inventory reserves	(53,788		)	(54,400		)
Progress payments applied	(11,922		)	(15,344		)
Inventories, net	$	403,924		$	452,087

GOODWILL (Table)

Schedule Of Goodwill

The changes in the carrying amount of goodwill, revised to reflect the Corporation's new segment structure, for the nine months ended September 30, 2014 are as follows:



	(In thousands)
	Commercial/Industrial			Defense			Energy			Consolidated
December 31, 2013	$	347,819		$	485,431		$	277,179		$	1,110,429
Acquisitions	13,790			—			4,705			18,495
Assets held for sale	—			(4,735		)	(101,796		)	(106,531		)
Divestitures	—			(11,355		)	(1,460		)	(12,815		)
Goodwill adjustments	(1,096		)	(254		)	—			(1,350		)
Foreign currency translation adjustment	(5,199		)	(10,763		)	(779		)	(16,741		)
September 30, 2014	$	355,314		$	458,324		$	177,849		$	991,487

OTHER INTANGIBLE ASSETS, NET (Table)

Schedule Of Intangible Assets By Major Class

The following tables present the cumulative composition of the Corporation’s intangible assets. Intangible assets related to discontinued operations have been reclassified to Assets held for sale.



	(In thousands)
September 30, 2014	Gross		Accumulated Amortization			Net
Technology	$	180,362	$	(83,173	)	$	97,189
Customer related intangibles	363,429		(120,094		)	243,335
Other intangible assets	39,957		(16,337		)	23,620
Total	$	583,748	$	(219,604	)	$	364,144

	(In thousands)
December 31, 2013	Gross		Accumulated Amortization			Net
Technology	$	213,888	$	(88,644	)	$	125,244
Customer related intangibles	430,604		(127,194		)	303,410
Other intangible assets	66,436		(23,711		)	42,725
Total	$	710,928	$	(239,549	)	$	471,379

FAIR VALUE OF FINANCIAL INSTRUMENTS (Table)

Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The location and amounts of derivative instrument fair values in the condensed consolidated balance sheet are below.



	(In thousands)
	September 30, 2014		December 31, 2013
Assets
Undesignated for hedge accounting
Forward exchange contracts	$	55	$	605
Total asset derivatives (A)	$	55	$	605
Liabilities
Designated for hedge accounting
Interest rate swaps	$	22,394	$	49,845
Undesignated for hedge accounting
Forward exchange contracts	$	198	$	277
Total liability derivatives (B)	$	22,592	$	50,122

(A)Forward exchange derivatives are included in Other current assets and interest rate swap assets are included in Other assets.

(B)Forward exchange derivatives are included in Other current liabilities and interest rate swap liabilities are included in Other liabilities.

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The location and amount of gains or losses on the hedged fixed rate debt attributable to changes in the market interest rates and the offsetting gain (loss) on the related interest rate swaps for the three and nine months ended September 30, were as follows:



	(In thousands)
	Gain/(Loss) on Swap										Gain/(Loss) on Borrowings
	Three Months Ended					Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,					September 30,					September 30,					September 30,
Income Statement Classification	2014		2013			2014		2013			2014			2013		2014			2013
Other income, net	$	2,517	$	(3,106	)	$	27,451	$	(39,679	)	$	(2,517	)	$	3,106	$	(27,451	)	$	39,679

Undesignated hedges

The location and amount of gains and losses recognized in income on forward exchange derivative contracts not designated for hedge accounting for the three and nine months ended September 30, were as follows:



	(In thousands)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Derivatives not designated as hedging instrument	2014		2013		2014		2013
Forward exchange contracts:
General and administrative expenses	$	2,446	$	2,143	$	1,516	$	(3,693	)

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]



	September 30, 2014				December 31, 2013
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Industrial revenue bond, due 2023	$	8,400	$	8,400	$	8,400	$	8,400
Revolving credit agreement, due 2017	—		—		50,000		50,000
5.51% Senior notes due 2017	150,000		164,382		150,000		163,059
3.84% Senior notes due 2021	99,431		99,431		98,632		98,632
3.70% Senior notes due 2023	225,000		225,490		225,000		209,140
3.85% Senior notes due 2025	94,771		94,771		88,555		88,555
4.24% Senior notes due 2026	187,924		187,924		173,557		173,557
4.05% Senior notes due 2028	70,479		70,479		64,411		64,411
4.11% Senior notes due 2028	100,000		98,712		100,000		89,252
Other debt	607		607		1,383		1,383
Total debt	$	936,612	$	950,196	$	959,938	$	946,389

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Table)

Schedule Of Defined Benefit Plans Disclosures

The components of net periodic pension cost for the three and nine months ended September 30, 2014 and 2013 are as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Service cost	$	6,227		$	8,449		$	18,969		$	30,167
Interest cost	7,799			7,163			22,895			20,679
Expected return on plan assets	(10,521		)	(9,306		)	(31,359		)	(27,067		)
Amortization of prior service cost	157			165			472			719
Amortization of unrecognized actuarial loss	2,147			3,560			5,113			11,767
Curtailments	—			(2,818		)	—			(107		)
Net periodic benefit cost	$	5,809		$	7,213		$	16,090		$	36,158

Schedule Of Defined Benefit Plans Disclosures

three and nine months ended September 30, 2014 and 2013 are as follows:



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Service cost	$	71		$	81		$	212		$	280
Interest cost	220			213			658			630
Amortization of prior service cost	(164		)	(158		)	(492		)	(472		)
Amortization of unrecognized actuarial gain	(203		)	(140		)	(608		)	(460		)
Net postretirement benefit cost (income)	$	(76	)	$	(4	)	$	(230	)	$	(22	)

EARNINGS PER SHARE (Table)

Schedule of Earnings Per Share Reconciliation

A reconciliation of basic to diluted shares used in the earnings per share calculation is as follows:



	(In thousands)
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2014	2013	2014	2013
Basic weighted-average shares outstanding	48,067	47,081	48,054	46,839
Dilutive effect of stock options and deferred stock compensation	1,034	982	1,082	846
Diluted weighted-average shares outstanding	49,101	48,063	49,136	47,685

SEGMENT INFORMATION (Table)

Schedule Of Segment Reporting Information By Segment



	(In thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net sales
Commercial/Industrial	$	273,562		$	240,490		$	814,282		$	700,343
Defense	183,498			176,052			539,782			535,773
Energy	104,018			97,372			325,105			302,398
Less: Intersegment revenues	(1,584		)	(1,505		)	(5,215		)	(5,098		)
Total consolidated	$	559,494		$	512,409		$	1,673,954		$	1,533,416

Operating income (expense)
Commercial/Industrial	$	40,096		$	31,145		$	106,615		$	75,524
Defense	26,974			25,521			73,553			71,808
Energy	17,491			15,102			51,294			45,628
Corporate and eliminations ⁽¹⁾	(10,421		)	(6,138		)	(24,400		)	(27,970		)
Total consolidated operating income	$	74,140		$	65,630		$	207,062		$	164,990
Reconciliation to Earnings from continuing operations before income taxes
Interest expense	$	(9,013	)	$	(9,701	)	$	(27,054	)	$	(27,701	)
Other income, net	$	(158	)	$	288		$	(64	)	$	852
Earnings from continuing operations before income taxes	$	64,969		$	56,217		$	179,944		$	138,141

⁽¹⁾ Corporate and eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses.

Reconciliation Of Assets From Segment To Consolidated



	(In thousands)
	September 30, 2014		December 31, 2013
Identifiable assets
Commercial/Industrial	$	1,351,756	$	1,310,521
Defense	1,180,390		1,292,462
Energy	795,642		798,028
Corporate and Other	126,035		57,263
Total consolidated	$	3,453,823	$	3,458,274

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Table)

Schedule of Comprehensive Income (Loss)

The cumulative balance of each component of accumulated other comprehensive (loss) income, net of tax, is as follows:



	(In thousands)
	Foreign currency translation adjustments, net			Total pension and postretirement adjustments, net			Accumulated other comprehensive income (loss)
December 31, 2012	$	65,722		$	(121,230	)	$	(55,508	)
Current period other comprehensive income (loss) ⁽¹⁾	(6,619		)	87,386			80,767
December 31, 2013	$	59,103		$	(33,844	)	$	25,259
Other comprehensive income before reclassifications ⁽¹⁾	(40,114		)	(18		)	(40,132		)
Amounts reclassified from accumulated other comprehensive income ⁽¹⁾	—			2,865			2,865
Net current period other comprehensive income	(40,114		)	2,847			(37,267		)
September 30, 2014	$	18,989		$	(30,997	)	$	(12,008	)


(1)	All amounts are after tax.

Reclassification out of Accumulated Other Comprehensive Income

Details of amounts reclassified from accumulated other comprehensive income (loss) are below:



	(In thousands)
	Amount reclassified from Accumulated other comprehensive income (loss)			Affected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs	20			(1)
Amortization of actuarial losses	(4,505		)	(1)
	(4,485		)	Total before tax
	1,620			Income tax
Total reclassifications	$	(2,865	)	Net of tax


(1)	These items are included in the computation of net periodic pension cost. See Note 9, Pension and Other Postretirement Benefit Plans.

BASIS OF PRESENTATION - Narrative (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Prior Period Reclassification Adjustment

$ 18

ACQUISITION (Narrative) (Detail)

9 Months Ended

12 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2014

USD ($)

NumberAcquisitions

May 31, 2013

Component Coating and Repair Services [Member]

USD ($)

Jan. 10, 2014

Component Coating and Repair Services [Member]

Commercial Industrial [Member]

USD ($)

Jan. 10, 2014

Component Coating and Repair Services [Member]

Commercial Industrial [Member]

GBP (£)

Sep. 30, 2014

Component Coating and Repair Services [Member]

Commercial Industrial [Member]

Jun. 4, 2014

Engemasa Pressure Relief Valve [Member]

Energy [Member]

USD ($)

Sep. 30, 2014

Engemasa Pressure Relief Valve [Member]

Energy [Member]

Feb. 18, 2014

NPSI [Member]

Energy [Member]

USD ($)

Feb. 18, 2014

NPSI [Member]

Energy [Member]

CAD ($)

Sep. 30, 2014

NPSI [Member]

Energy [Member]

Dec. 31, 2013

NPSI [Member]

Energy [Member]

USD ($)

Business Acquisition [Line Items]

Number of Businesses Acquired

3

Effective date of acquisition

Jan. 10, 2014

Jun. 04, 2014

Feb. 18, 2014

Purchase price net of cash acquired

$ 24,644,000

£ 15,000,000

$ 1,800,000

$ 8,000,000

$ 9,000,000

Revenue reported by acquiree in last reporting period

9,900,000

4,900,000

Actual pro forma Revenue by acquiree

12,600,000

Actual pro forma earnings of aquiree

$ 300,000

ACQUISITION (Detail)

In Thousands, unless otherwise specified

0 Months Ended

Sep. 30, 2014

USD ($)

Dec. 31, 2013

USD ($)

Sep. 30, 2014

Commercial Industrial [Member]

USD ($)

Dec. 31, 2013

Commercial Industrial [Member]

USD ($)

Jan. 10, 2014

Component Coating and Repair Services [Member]

Commercial Industrial [Member]

USD ($)

Jan. 10, 2014

Component Coating and Repair Services [Member]

Commercial Industrial [Member]

GBP (£)

Business Acquisition [Line Items]

Accounts receivable

$ 2,984

Inventory

64

Property, plant, and equipment

1,987

Other current and non-current assets

71

Intangible assets

9,560

Current and non-current liabilities

(1,754)

Deferred income taxes

(2,058)

Net tangible and intangible assets

10,854

Purchase price

24,644

15,000

Goodwill

991,487

1,110,429

355,314

347,819

13,790

Amount of tax deductible goodwill

$ 0

ACQUISITION (Proforma) (Detail) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Net sales

$ 622,965

$ 1,880,664

Net earnings from continuing operations

$ 38,571

$ 94,610

Diluted earnings per share from continuing operations (in usd per share)

$ 0.80

$ 1.98

ACQUISITION (Proforma Narrative) (Detail) (USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Business Acquisition [Line Items]

Additional amortization of intangible assets

$ 1.0

$ 3.7

Additional interest expense

$ 1.2

$ 4.3

DISCONTINUED OPERATIONS (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Net sales

$ 79,099

$ 88,258

$ 275,612

$ 277,625

Loss from discontinued operations before income taxes

(19,642)¹

(2,642)¹

(24,317)¹

(6,045)¹

Income tax benefit

5,470

1,068

6,849

2,379

Loss on sale businesses

(5,105)²

0 ²

(9,529)²

0 ²

Loss from discontinued operations, net of taxes

(19,277)

(1,574)

(26,997)

(3,666)

Year-to-date taxes

3,040

5,794

Assets held for sale:

Receivables, net

73,021

Inventories, net

52,469

Property, plant, and equipment, net

34,973

Goodwill

106,531

Intangibles

62,719

Other assets

4,028

Reserve for assets held for sale

(17,530)

Total assets held for sale

316,211

Accounts payable

21,170

Accrued expenses

11,066

Income taxes payable

298

Other current liabilities

16,471

Deferred tax liabilities, net

28,262

Other liabilities

36

Liabilities held for sale

$ 77,303

$ 0

[1] Loss from discontinued operations before income taxes includes approximately $17.6 million of held for sale impairment expense in the three and nine months ended September 30, 2014.

[2] Net of tax benefit for the three and nine months ended September 30, 2014 of $3.0 million and $5.8 million, respectively.

DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS (Narrative) (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Surface Technology [Member]

Sep. 30, 2014

Surface Technology [Member]

Sep. 30, 2014

Aviation Ground Support Equipment [Member]

Sep. 30, 2014

Aviation Ground Support Equipment [Member]

Sep. 30, 2014

Engineered Packaging [Member]

Sep. 30, 2014

Engineered Packaging [Member]

Jun. 30, 2014

Benshaw [Member]

Jun. 30, 2014

Benshaw [Member]

Sep. 30, 2014

Benshaw [Member]

Jun. 30, 2014

3 D Radar [Member]

Jun. 30, 2014

3 D Radar [Member]

Sep. 30, 2014

3 D Radar [Member]

Apr. 30, 2014

3 D Radar [Member]

Sep. 30, 2014

Downstream [Member]

Sep. 30, 2014

Downstream [Member]

Sep. 30, 2014

Upstream [Member]

Sep. 30, 2014

Upstream [Member]

Sep. 30, 2014

Vessels [Member]

Sep. 30, 2014

Vessels [Member]

Income Statement Disclosures By Disposal Groups Including Discontinued Operations [Line Items]

Disposable Group, Including Discontinued Business, Number of Facilities to be Disposed of

2

Proceeds from sale of assets

$ 49,700,000

$ 2,400,000

$ 2,000,000

Gain (loss) on sale of businesses

(15,178,000)

0

(7,300,000)

600,000

(8,600,000)

Income (loss) from discontinued operations before income taxes

(19,642,000)¹

(2,642,000)¹

(24,317,000)¹

(6,045,000)¹

(1,100,000)

(6,600,000)

(7,700,000)

(2,600,000)

(1,400,000)

(2,400,000)

(3,100,000)

(300,000)

(1,100,000)

(10,300,000)

(10,289,000)

3,700,000

11,100,000

(2,755,000)

(10,809,000)

Impairment of assets held for sale

17,573,000

0

1,000,000

6,500,000

3,000,000

7,000,000

Net sales

$ 79,099,000

$ 88,258,000

$ 275,612,000

$ 277,625,000

$ 1,200,000

$ 3,700,000

$ 7,400,000

$ 21,100,000

$ 4,500,000

$ 15,000,000

$ 14,300,000

$ 29,000,000

$ 200,000

$ 300,000

$ 29,000,000

$ 85,000,000

$ 35,100,000

$ 116,000,000

$ 1,827,000

$ 5,545,000

[1] Loss from discontinued operations before income taxes includes approximately $17.6 million of held for sale impairment expense in the three and nine months ended September 30, 2014.

RECEIVABLES (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Billed receivables:

Trade and other receivables

$ 394,822

$ 444,841

Less: Allowance for doubtful accounts

(5,915)

(6,857)

Net billed receivables

388,907

437,984

Unbilled receivables:

Recoverable costs and estimated earnings not billed

162,416

184,120

Less: Progress payments applied

(11,685)

(18,512)

Net unbilled receivables

150,731

165,608

Receivables, net

$ 539,638

$ 603,592

INVENTORIES (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Inventory, Net [Abstract]

Raw material

$ 204,542

$ 231,219

Work-in-process

104,588

114,372

Finished goods and component parts

98,493

117,444

Inventoried costs related to long-term contracts

62,011

58,796

Gross inventories

469,634

521,831

Less: Inventory reserves

(53,788)

(54,400)

Progress payments applied

(11,922)

(15,344)

Inventories, net

$ 403,924

$ 452,087

INVENTORIES (Narrative) (Detail) (USD $)

In Millions, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Inventory, Net [Abstract]

Other inventory, capitalized costs

$ 43.9

$ 37.1

Other inventory, capitalized costs to be liquidated under firm orders

$ 13.0

$ 13.8

GOODWILL (Detail) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2014

Goodwill [Roll Forward]

December 31, 2013

$ 1,110,429

Acquisitions

18,495

Assets held for sale

(106,531)

Divestitures

(12,815)

Goodwill adjustments

(1,350)

Foreign currency translation adjustment

(16,741)

September 30, 2014

991,487

Commercial Industrial [Member]

Goodwill [Roll Forward]

December 31, 2013

347,819

Acquisitions

13,790

Assets held for sale

0

Divestitures

0

Goodwill adjustments

(1,096)

Foreign currency translation adjustment

(5,199)

September 30, 2014

355,314

Defense [Member]

Goodwill [Roll Forward]

December 31, 2013

485,431

Acquisitions

0

Assets held for sale

(4,735)

Divestitures

(11,355)

Goodwill adjustments

(254)

Foreign currency translation adjustment

(10,763)

September 30, 2014

458,324

Energy [Member]

Goodwill [Roll Forward]

December 31, 2013

277,179

Acquisitions

4,705

Assets held for sale

(101,796)

Divestitures

(1,460)

Goodwill adjustments

0

Foreign currency translation adjustment

(779)

September 30, 2014

$ 177,849

OTHER INTANGIBLE ASSETS, NET (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Finite Lived Intangible Assets [Line Items]

Gross

$ 583,748

$ 710,928

Accumulated Amortization

(219,604)

(239,549)

Net

364,144

471,379

Technology [Member]

Finite Lived Intangible Assets [Line Items]

Gross

180,362

213,888

Accumulated Amortization

(83,173)

(88,644)

Net

97,189

125,244

Customer Related Intangibles [Member]

Finite Lived Intangible Assets [Line Items]

Gross

363,429

430,604

Accumulated Amortization

(120,094)

(127,194)

Net

243,335

303,410

Other Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Gross

39,957

66,436

Accumulated Amortization

(16,337)

(23,711)

Net

$ 23,620

$ 42,725

OTHER INTANGIBLE ASSETS, NET (Narrative) (Detail) (USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

$ 13.5

Amortization expense

36.0

Future amortization expense in remainder of fiscal year

45.9

Future amortization expense in year two

43.0

Future amortization expense in year three

41.7

Future amortization expense in year four

41.1

Future amortization expense in year five

39.6

Customer-Related Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

$ 13.2

Weighted average useful life

13 years 3 months 18 days

FAIR VALUE OF FINANCIAL INSTRUMENTS (Interest Rate Swap) (Detail) (USD $)

In Millions, unless otherwise specified

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Notional amount

$ 400

FAIR VALUE OF FINANCIAL INSTRUMENTS (Balance Sheet) (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Assets

$ 55 ¹

$ 605 ¹

Liabilities

22,592 ²

50,122 ²

Designated as Hedging Instrument [Member] |
Interest Rate Swap [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Liabilities

22,394

49,845

Not Designated as Hedging Instrument [Member] |
Foreign Exchange Forward [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Assets

55

605

Liabilities

$ 198

$ 277

[1] Forward exchange derivatives are included in Other current assets and interest rate swap assets are included in Other assets.

[2] Forward exchange derivatives are included in Other current liabilities and interest rate swap liabilities are included in Other liabilities.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Income Loss) (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

General And Administrative Expense [Member]

Derivative Instruments Gain Loss [Line Items]

General and administrative expenses

$ 2,446

$ 2,143

$ 1,516

$ (3,693)

Swap [Member] |
Other Income [Member]

Derivative Instruments Gain Loss [Line Items]

Other income, net

2,517

(3,106)

27,451

(39,679)

Borrowings [Member] |
Other Income [Member]

Derivative Instruments Gain Loss [Line Items]

Other income, net

$ (2,517)

$ 3,106

$ (27,451)

$ 39,679

FAIR VALUE OF FINANCIAL INSTRUMENTS (Debt) (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

$ 936,612

$ 959,938

Estimated Fair Value

950,196

946,389

Industrial revenue bond, due 2023 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

8,400

Estimated Fair Value

8,400

Revolving credit agreement, due 2017 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

0

50,000

Estimated Fair Value

0

50,000

5.51% Senior notes due 2017 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

150,000

Estimated Fair Value

164,382

163,059

Debt Instrument, Interest Rate, Stated Percentage

5.51%

3.84% Senior notes due 2021 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

99,431

98,632

Estimated Fair Value

99,431

98,632

Debt Instrument, Interest Rate, Stated Percentage

3.84%

3.70% Senior notes due 2023 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

225,000

Estimated Fair Value

225,490

209,140

Debt Instrument, Interest Rate, Stated Percentage

3.70%

3.85% Senior notes due 2025 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

94,771

88,555

Estimated Fair Value

94,771

88,555

Debt Instrument, Interest Rate, Stated Percentage

3.85%

4.24% Senior notes due 2026 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

187,924

173,557

Estimated Fair Value

187,924

173,557

Debt Instrument, Interest Rate, Stated Percentage

4.24%

4.05% Senior notes due 2028 [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

70,479

64,411

Estimated Fair Value

70,479

64,411

Debt Instrument, Interest Rate, Stated Percentage

4.05%

4.11% Senior Notes [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

100,000

Estimated Fair Value

98,712

89,252

Debt Instrument, Interest Rate, Stated Percentage

4.11%

Other debt [Member]

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Carrying Value

607

1,383

Estimated Fair Value

$ 607

$ 1,383

FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS (Nonrecurring) (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Fair Value, Adjustment Disclosure [Abstract]

Impairment of assets held for sale

$ 17,573

$ 0

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Pension Plans Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

$ 6,227

$ 8,449

$ 18,969

$ 30,167

Interest cost

7,799

7,163

22,895

20,679

Expected return on plan assets

(10,521)

(9,306)

(31,359)

(27,067)

Amortization of prior service cost

157

165

472

719

Amortization of unrecognized actuarial loss

2,147

3,560

5,113

11,767

Curtailments

0

(2,818)

0

(107)

Net postretirement benefit cost (income)

5,809

7,213

16,090

36,158

Other Postretirement Benefit Plan, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

71

81

212

280

Interest cost

220

213

658

630

Amortization of prior service cost

(164)

(158)

(492)

(472)

Amortization of unrecognized actuarial loss

(203)

(140)

(608)

(460)

Net postretirement benefit cost (income)

$ (76)

$ (4)

$ (230)

$ (22)

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Additional) (Detail) (USD $)

9 Months Ended

Sep. 30, 2014

Defined Benefit Plan Disclosure [Line Items]

Defined Contribution Plan, Employer Contribution, Percentage, Maximum

6.00%

Defined Contribution Plan, Cost Recognized

$ 10,600,000

Defined Contribution Plan, Employer Discretionary Contribution Amount

4,800,000

Defined Contribution Plan Expected Contributions In Current Fiscal Year

7,000,000

Domestic Defined Benefit Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year

0

Contributions by employer

39,800,000

Foreign Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Contributions by employer

3,100,000

Defined Benefit Plan, Expected Contributions in Current Fiscal Year

3,400,000

Other Postretirement Benefit Plan, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Contributions by employer

1,000,000

Defined Benefit Plan, Expected Contributions in Current Fiscal Year

$ 1,700,000

EARNINGS PER SHARE (Detail)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Earnings Per Share Reconciliation [Abstract]

Basic weighted-average shares outstanding (shares)

48,067

47,081

48,054

46,839

Dilutive effect of stock options and deferred stock compensation (shares)

1,034

982

1,082

846

Diluted weighted-average shares outstanding (shares)

49,101

48,063

49,136

47,685

EARNINGS PER SHARE (AntiDilutive) (Detail)

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Earnings Per Share [Abstract]

Antidilutive securities excluded from computation of earnings per share, amount

0

304,000

SEGMENT INFORMATION (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

segment

Sep. 30, 2013

Dec. 31, 2013

Segment Reporting Information [Line Items]

Disposal Group, Including Discontinued Operation, Assets, Current

$ 316,211

$ 0

Number of operating segments

3

Net sales

559,494

512,409

1,673,954

1,533,416

Operating income (expense)

74,140

65,630

207,062

164,990

Identifiable assets

3,453,823

3,458,274

Interest Expense

9,013

9,701

27,054

27,701

Other income, net

(158)

288

(64)

852

Earnings from continuing operations before income taxes

64,969

56,217

179,944

138,141

Commercial Industrial [Member]

Segment Reporting Information [Line Items]

Disposal Group, Including Discontinued Operation, Assets, Current

1,700

Net sales

273,562

240,490

814,282

700,343

Operating income (expense)

40,096

31,145

106,615

75,524

Identifiable assets

1,351,756

1,310,521

Defense [Member]

Segment Reporting Information [Line Items]

Disposal Group, Including Discontinued Operation, Assets, Current

23,500

Net sales

183,498

176,052

539,782

535,773

Operating income (expense)

26,974

25,521

73,553

71,808

Identifiable assets

1,180,390

1,292,462

Energy [Member]

Segment Reporting Information [Line Items]

Disposal Group, Including Discontinued Operation, Assets, Current

291,100

Net sales

104,018

97,372

325,105

302,398

Operating income (expense)

17,491

15,102

51,294

45,628

Identifiable assets

795,642

798,028

Corporate and Other [Member]

Segment Reporting Information [Line Items]

Identifiable assets

126,035

57,263

Intersegment Eliminations [Member]

Segment Reporting Information [Line Items]

Net sales

(1,584)

(1,505)

(5,215)

(5,098)

Corporate and Eliminations [Member]

Segment Reporting Information [Line Items]

Operating income (expense)

$ (10,421)¹

$ (6,138)¹

$ (24,400)¹

$ (27,970)¹

[1] Corporate and eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

$ 25,259

$ (55,508)

Other comprehensive income (loss) before reclassifications

(40,132)¹

Amounts reclassified from accumulated other comprehensive loss

2,865 ¹

Other comprehensive income, net of tax

(46,787)

19,904

(37,267)

33,805

80,767 ¹

Ending balance

(12,008)

25,259

Foreign Currency Translation Adjustments, Net [Member]

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

59,103

65,722

Other comprehensive income (loss) before reclassifications

(40,114)¹

Amounts reclassified from accumulated other comprehensive loss

0 ¹

Other comprehensive income, net of tax

(40,114)

(6,619)¹

Ending balance

18,989

59,103

Total Pension and Postretirment Adjustments, Net [Member]

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

(33,844)

(121,230)

Other comprehensive income (loss) before reclassifications

(18)¹

Amounts reclassified from accumulated other comprehensive loss

2,865 ¹

Other comprehensive income, net of tax

2,847

87,386 ¹

Ending balance

$ (30,997)

$ (33,844)

[1] All amounts are after tax.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Reclass) (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss) [Line Items]

Earnings from continuing operations before income taxes

$ 64,969

$ 56,217

$ 179,944

$ 138,141

Income tax

(20,659)

(18,282)

(56,359)

(43,801)

Net earnings

25,033

36,361

96,588

90,674

Reclassification out of Accumulated Other Comprehensive Income [Member] |
Total Pension and Postretirment Adjustments, Net [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Amortization of prior service costs

20 ¹

Amortization of actuarial losses

(4,505)¹

Earnings from continuing operations before income taxes

(4,485)

Income tax

1,620

Net earnings

$ (2,865)

[1] These items are included in the computation of net periodic pension cost. See Note 9, Pension and Other Postretirement Benefit Plans.

CONTINGENCIES AND COMMITMENTS (Detail) (USD $)

9 Months Ended

0 Months Ended

Sep. 30, 2014

Oct. 10, 2013

Failure to Meet Contractual Obligations [Member]

Sep. 30, 2014

Environmental Matters [Member]

Dec. 31, 2013

Environmental Matters [Member]

Sep. 30, 2014

Standby Letters Of Credit [Member]

Dec. 31, 2013

Standby Letters Of Credit [Member]

Sep. 30, 2014

FinancialStandbyLetterOfCreditMember

Dec. 31, 2013

FinancialStandbyLetterOfCreditMember

Loss Contingencies [Line Items]

Accrual for environmental loss contingencies

$ 16,000,000

$ 16,300,000

Letters of credit, outstanding

40,400,000

47,200,000

18,200,000

23,200,000

Surety Bond Outstanding

52,900,000

Damages sought

1,000,000,000

25,000,000

Range of possible loss, minimum

0

Range of possible loss, maximum

$ 40,000,000