Document and Entity Information

6 Months Ended

Jun. 30, 2013

Jul. 31, 2013

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

Jun. 30, 2013

Document Fiscal Year Focus

2013

Document Fiscal Period Focus

Q2

Amendment Flag

false

Entity common stock shares outstanding

47,071,898

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

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Income Statement [Abstract]

Net sales

$ 617,687

$ 526,386

$ 1,210,374

$ 1,028,047

Cost of sales

416,673

362,379

825,653

704,766

Gross profit

201,014

164,007

384,721

323,281

Research and development expenses

15,903

15,351

33,511

30,698

Selling expenses

38,900

32,888

75,696

65,369

General and administrative expenses

88,423

75,228

179,700

151,115

Operating income

57,788

40,540

95,814

76,099

Interest expense

(9,332)

(6,526)

(17,991)

(13,008)

Other income, net

224

130

698

232

Earnings from continuing operations before income taxes

48,680

34,144

78,521

63,323

Provision for income taxes

15,310

11,309

24,208

20,646

Earnings from continuing operations

33,370

22,835

54,313

42,677

Discontinued operations, net of taxes

Earnings from discontinued operations

0

3,059

Gain (loss) on divestiture

0

(95)

0

18,316

Earnings (loss) from discontinued operations

0

(95)

0

21,375

Net of tax

$ 33,370

$ 22,740

$ 54,313

$ 64,052

Basic earnings per share

Earnings from continuing operations (usd per share)

$ 0.71

$ 0.49

$ 1.16

$ 0.91

Earnings from discontinued operations (usd per share)

$ 0

$ 0.00

$ 0.46

Total, Basic earnings per share (usd per share)

$ 0.71

$ 0.49

$ 1.16

$ 1.37

Diluted earnings per share

Earnings from continuing operations (usd per share)

$ 0.70

$ 0.48

$ 1.14

$ 0.90

Earnings from discontinued operations (usd per share)

$ 0.00

$ 0.45

Total, Diluted earnings per share (usd per share)

$ 0.70

$ 0.48

$ 1.14

$ 1.35

Dividends per share

$ 0.10

$ 0.09

$ 0.19

$ 0.17

Weighted average shares outstanding:

Basic (shares)

46,786

46,820

46,700

46,737

Diluted (shares)

47,507

47,501

47,478

47,519

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

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Statement of Comprehensive Income [Abstract]

Net earnings

$ 33,370

$ 22,740

$ 54,313

$ 64,052

Other comprehensive income

Foreign currency translation, net of tax

(9,945)

(19,672)

(41,750)

97

Pension and postretirement adjustments, net of tax

52,865

2,004

55,651

3,458

Other comprehensive income (loss), net of tax

42,920

(17,668)

13,901

3,555

Comprehensive income

$ 76,290

$ 5,072

$ 68,214

$ 67,607

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Current Assets:

Cash and cash equivalents

$ 143,043

$ 112,023

Receivables, net

580,260

578,313

Inventories, net

436,291

397,471

Deferred tax assets, net

50,072

50,760

Other current assets

46,027

37,194

Total current assets

1,255,693

1,175,761

Property, plant, and equipment, net

493,400

489,593

Goodwill

1,033,887

1,013,300

Other intangible assets, net

430,545

419,021

Deferred tax assets, net

2,234

1,709

Other assets

13,182

15,204

Total assets

3,228,941

3,114,588

Current liabilities:

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

126,089

128,225

Accounts payable

145,995

157,825

Dividends payable

4,693

0

Accrued expenses

120,723

131,067

Income taxes payable

6,084

7,793

Deferred revenue

167,614

171,624

Other current liabilities

38,086

43,214

Total current liabilities

609,284

639,748

Long-term debt

821,893

751,990

Deferred tax liabilities, net

67,660

50,450

Accrued pension and other postretirement benefit costs

222,281

264,047

Long-term portion of environmental reserves

15,138

14,905

Other liabilities

108,797

80,856

Total liabilities

1,845,053

1,801,996

Stockholders' Equity

Common stock, $1 par value

49,341

49,190

Additional paid in capital

154,599

151,883

Retained earnings

1,306,790

1,261,377

Accumulated other comprehensive loss

(41,607)

(55,508)

Less: Cost of treasury stock

(85,235)

(94,350)

Total stockholders' equity

1,383,888

1,312,592

Total liabilities and stockholders' equity

$ 3,228,941

$ 3,114,588

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

Jun. 30, 2013

Dec. 31, 2012

Statement of Financial Position [Abstract]

Common stock, par value (usd per share)

$ 1

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

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Cash flows from operating activities:

Net earnings

$ 54,313

$ 64,052

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

Depreciation and amortization

60,233

46,638

Gain on divestiture

0

(29,430)

Net gain on sales and disposals of long-lived assets

(92)

(67)

Deferred income taxes

1,652

319

Share-based compensation

3,182

4,803

Impairment of assets

0

4,847

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

Accounts receivable, net

9,133

(3,040)

Inventories, net

(21,608)

(34,374)

Progress payments

(10,872)

(2,113)

Accounts payable and accrued expenses

(34,728)

(42,868)

Deferred revenue

(4,010)

(2,418)

Income taxes payable

(10,460)

8,962

Net pension and postretirement liabilities

10,752

3,945

Other current and long-term assets and liabilities

3,306

(1,016)

Net cash provided by operating activities

60,801

18,240

Cash flows from investing activities:

Proceeds from sales and disposals of long lived assets

944

369

Proceeds from divestiture

0

51,225

Acquisitions of intangible assets

0

(1,779)

Additions to property, plant, and equipment

(32,126)

(40,716)

Acquisition of businesses, net of cash acquired

(97,886)

(6,231)

Additional consideration of prior period acquisitions

(4,107)

(976)

Net cash (used for) provided by investing activities

(133,175)

1,892

Cash flows from financing activities:

Borrowings on debt

921,429

0

Principal payments on debt

(817,776)

(50)

Repurchases of common stock

0

(4,974)

Proceeds from share-based compensation

8,853

9,055

Dividends paid

(4,207)

(3,752)

Excess tax benefits from share-based compensation plans

310

21

Net cash provided by financing activities

108,609

300

Effect of exchange-rate changes on cash

(5,215)

(1,738)

Net increase in cash and cash equivalents

31,020

18,694

Cash and cash equivalents at beginning of period

112,023

194,387

Cash and cash equivalents at end of period

143,043

213,081

Supplemental disclosure of non-cash activities:

Capital expenditures incurred but not yet paid

$ 2,281

$ 3,858

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, 2011

$ 48,879

$ 143,192

$ 1,163,925

$ (65,131)

$ (85,890)

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

Net earnings

113,844

Other comprehensive income, net of tax

9,623

Dividends paid/declared

(16,392)

Stock options exercised, net of tax

311

6,431

10,077

Restricted stock

(6,233)

6,233

Share-based compensation

8,907

521

Repurchases of common stock

(25,705)

Other

(414)

414

Ending Balance at Dec. 31, 2012

1,312,592

49,190

151,883

1,261,377

(55,508)

(94,350)

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

Net earnings

54,313

Other comprehensive income, net of tax

13,901

Dividends paid/declared

(8,900)

Stock options exercised, net of tax

151

3,299

5,350

Restricted stock

(3,028)

3,028

Share-based compensation

2,775

407

Other

(330)

330

Ending Balance at Jun. 30, 2013

$ 1,383,888

$ 49,341

$ 154,599

$ 1,306,790

$ (41,607)

$ (85,235)

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 aerospace, defense, automotive, shipbuilding, processing, oil, petrochemical, agricultural equipment, railroad, power generation, security, and metalworking industries.

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.

On March 30, 2012, the Corporation sold its heat treating business to Bodycote plc. The Corporation divested this non-core cyclical business to focus on higher technology engineered services such as specialty coatings and materials testing. As a result of the divestiture, the results of operations for the heat treating business, which were previously reported as part of the Surface Technologies segment, have been reclassified as discontinued operations for all periods presented. Please refer to Footnote 3 of the Corporation's Condensed Consolidated Financial Statements for further information.

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 assets and 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, warranty reserves, 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. During the second quarter of 2012, the Corporation incurred unanticipated additional costs of $5.5 million on its long-term contract with Westinghouse for disassembly, inspection, and packaging costs related to the reactor coolant pumps (RCP) that the Corporation is supplying for the AP1000 nuclear power plants in China. 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 2012 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.

RECENTLY ISSUED ACCOUNTING STANDARDS

ADOPTION OF NEW STANDARDS

Other Comprehensive Income: Presentation of Comprehensive Income

In February 2013, new guidance was issued that amends the current comprehensive income guidance. The new guidance requires entities to disclose the effect of each item that was reclassified in its entirety out of accumulated other comprehensive income and into net income on each affected net income line item. For reclassification items that are not reclassified in their entirety into net income, a cross-reference to other required disclosures is required. The new guidance is to be applied prospectively for annual reporting periods beginning after December 15, 2012 and interim periods within those years. The adoption of this new guidance did not have an impact on the Corporation’s consolidated financial position, results of operations, or cash flows.

ACQUISITION

The Corporation continually 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. Only items identified as of the acquisition date are considered for subsequent adjustment. The Corporation will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

Flow Control

2013 Acquisition

Phönix Group

On February 28, 2013, the Corporation acquired all the outstanding shares of Phönix Holding GmbH for $97.9 million, net of cash acquired. The Share Purchase and Transfer 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 seller. Management funded the purchase from the Corporation’s revolving credit facility and excess cash at foreign locations.

Phönix, headquartered in Germany, is a designer and manufacturer of valves, valve systems and related support services to the global chemical, petrochemical and power (both conventional and nuclear) markets. Phönix has 282 employees and operates Phönix Valves in Volkmarsen, Germany; Strack, located in Barleben, Germany; and Daume Control Valves, located in Hanover, Germany. Phönix also owns sales subsidiaries with warehouses in Texas and France.

Revenues of the acquired business were approximately $60.0 million in 2012. The business operates within the Marine & Power Products Division of Curtiss-Wright's Flow Control segment.

The amounts of net sales and net loss included in the Corporation’s consolidated statement of earnings from the acquisition date to the period ended June 30, 2013 are $19.6 million and $1.7 million, respectively.

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)	Phönix
Accounts receivable	$	12,226
Inventory	20,358
Property, plant, and equipment	14,068
Other current and non-current assets	1,029
Intangible assets	42,791
Current and non-current liabilities	(7,029		)
Pension and postretirement benefits	(6,472		)
Deferred income taxes	(14,192		)
Net tangible and intangible assets	62,779
Purchase price	97,886
Goodwill	$	35,107

Amount of tax deductible goodwill	$	—

Supplemental Pro Forma Statements of Operations Data

The assets, liabilities and results of operations of the business acquired in 2013 were not material to the Corporation’s consolidated financial position or results of operations, and therefore pro forma financial information for the Phonix acquisition is not presented.

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, 2012 as if the acquisitions had occurred on January 1, 2012 for purposes of the financial information presented for the periods ended June 30, 2012.



	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands, except per share data)	2012		2012
Net sales	$	611,976	$	1,197,251
Net earnings from continuing operations	25,559		47,460
Diluted earnings per share from continuing operations	0.54		1.00

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 we 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 $3.2 million and $6.4 million for the three and six months ended, June 30, 2012, respectively.


•	Elimination of historical interest expense of approximately $1.0 million and $2.0 million for the three and six months ended, June 30, 2012, respectively.


•	Additional interest expense associated with the incremental borrowings that would have been incurred to acquire these companies as of January 1, 2012 of $4.5 million and $9.0 million for the three and six months ended, June 30, 2012, respectively.

DISCONTINUED OPERATIONS

On March 30, 2012, the Corporation sold the assets and real estate of its heat treating business, which had been reported in the Surface Technologies segment, to Bodycote plc. The Corporation divested this non-core business to focus on higher technology services such as specialty coatings and materials testing. The heat treating business’ operating results are included in discontinued operations in the Corporation's Condensed Consolidated Statements of Earnings for all periods presented.

Components of earnings from discontinued operations were as follows:



	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2012			2012
Net sales	$	—		$	10,785
Earnings from discontinued operations before income taxes	—			4,929
Provision for income taxes	—			(1,870		)
Gain (loss) on divestiture, net of taxes ⁽¹⁾	(95		)	18,316
Earnings (loss) from discontinued operations	$	(95	)	$	21,375

⁽¹⁾ Net of year-to-date 2012 taxes of $11,114

RECEIVABLES

Receivables include amounts billed to customers, claims, other receivables, and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed. Substantially all amounts of unbilled receivables are expected to be billed and collected within one year.

The composition of receivables is as follows:



	(In thousands)
	June 30, 2013			December 31, 2012
Billed receivables:
Trade and other receivables	$	420,510		$	402,891
Less: Allowance for doubtful accounts	(7,501		)	(7,013		)
Net billed receivables	413,009			395,878
Unbilled receivables:
Recoverable costs and estimated earnings not billed	185,142			207,679
Less: Progress payments applied	(17,891		)	(25,244		)
Net unbilled receivables	167,251			182,435
Receivables, net	$	580,260		$	578,313

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. Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories is as follows:



	(In thousands)
	June 30, 2013			December 31, 2012
Raw materials	$	230,208		$	224,613
Work-in-process	104,246			92,761
Finished goods and component parts	116,547			107,173
Inventoried costs related to long-term contracts	51,360			38,000
Gross inventories	502,361			462,547
Less: Inventory reserves	(54,846		)	(50,333		)
Progress payments applied	(11,224		)	(14,743		)
Inventories, net	$	436,291		$	397,471

As of June 30, 2013 and December 31, 2012, inventory also includes capitalized contract development costs of $26.7 million and $23.8 million, respectively, related to certain aerospace and defense programs. These capitalized costs will be liquidated as production units are delivered to the customer. As of June 30, 2013 and December 31, 2012, $2.3 million and $5.4 million, respectively, are scheduled to be liquidated under existing firm orders.

GOODWILL

The Corporation accounts for acquisitions by assigning the purchase price to acquired tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values, and the excess of the purchase price over the amounts assigned is recorded as goodwill.

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows:



	(In thousands)
	Flow Control			Controls			Surface Technologies			Consolidated
December 31, 2012	$	418,184		$	541,226		$	53,890		$	1,013,300
Acquisitions	35,107			—			—			35,107
Goodwill adjustments	2,478			(283		)	525			2,720
Foreign currency translation adjustment	(3,412		)	(13,629		)	(199		)	(17,240		)
June 30, 2013	$	452,357		$	527,314		$	54,216		$	1,033,887

OTHER INTANGIBLE ASSETS, NET

The following tables present the cumulative composition of the Corporation’s intangible assets:



	(In thousands)
June 30, 2013	Gross		Accumulated Amortization			Net
Technology	$	202,069	$	(80,953	)	$	121,116
Customer related intangibles	375,340		(109,148		)	266,192
Other intangible assets	64,471		(21,234		)	43,237
Total	$	641,880	$	(211,335	)	$	430,545

	(In thousands)
December 31, 2012	Gross		Accumulated Amortization			Net
Technology	$	186,869	$	(76,067	)	$	110,802
Customer related intangibles	337,558		(95,880		)	241,678
Other intangible assets	86,157		(19,616		)	66,541
Total	$	610,584	$	(191,563	)	$	419,021

During the first six months of 2013, the Corporation acquired intangible assets of $42.8 million. The Corporation acquired Technology of $12.6 million, Customer related intangibles of $27.6 million, and Other intangibles of $2.6 million, which have a weighted average amortization period of 15, 16.1, and 7 years, respectively.

Total intangible amortization expense for the six months ended June 30, 2013 was $24.2 million as compared to $15.1 million in the prior year period. The estimated amortization expense for the five years ending December 31, 2013 through 2017 is $48.0 million, $41.0 million, $39.0 million, $38.1 million, and $37.6 million, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Forward Foreign Exchange and Currency Option Contracts

The Corporation has foreign currency exposure primarily in Europe and Canada. The Corporation uses financial instruments, such as forward and option 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.

In March 2013, the Corporation entered into fixed-to-floating interest rate swap agreements to convert the interest payments of the $100 million, 3.85% notes, due February 26, 2025, from a fixed rate to a floating interest rate based on 1-Month LIBOR plus a 1.77% spread, and the interest payments of the $75 million, 4.05% notes, due February 26, 2028, from a fixed rate to a floating interest rate based on 1-Month LIBOR plus a 1.73% spread.

In January 2012, the Corporation entered into fixed-to-floating interest rate swap agreements to convert the interest payments of the $200 million, 4.24% notes, due December 1, 2026, from a fixed rate to a floating interest rate based on 1-Month LIBOR plus a 2.02% spread. In addition, the Corporation also entered into a fixed-to-floating interest rate swap agreement to convert the interest payments of $25 million of the $100 million, 3.84% notes, due December 1, 2021, from a fixed rate to a floating interest rate based on 1-Month LIBOR plus a 1.90% spread.

The notional amounts of the Corporation’s outstanding interest rate swaps designated as fair value hedges were $400 million at June 30, 2013.

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)
	June 30, 2013		December 31, 2012
Assets
Designated for hedge accounting
Interest rate swaps	$	—	$	677
Undesignated for hedge accounting
Forward exchange contracts	$	317	$	250
Total asset derivatives (A)	$	317	$	927
Liabilities
Designated for hedge accounting
Interest rate swaps	$	36,573	$	1,419
Undesignated for hedge accounting
Forward exchange contracts	$	311	$	170
Total liability derivatives (B)	$	36,884	$	1,589

(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 six months ended June 30, were as follows:



	(In thousands)
	Gain/(Loss) on Swap										Gain/(Loss) on Borrowings
	Three Months Ended					Six Months Ended					Three Months Ended					Six Months Ended
	June 30,					June 30,					June 30,					June 30,
Income Statement Classification	2013			2012		2013			2012		2013		2012			2013		2012
Other income, net	$	(25,623	)	$	14,503	$	(36,573	)	$	1,791	$	25,623	$	(14,503	)	$	36,573	$	(1,791	)

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 six months ended June 30, were as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Derivatives not designated as hedging instrument	2013			2012			2013			2012
Forward exchange contracts:
General and administrative expenses	$	(4,275	)	$	(1,146	)	$	(5,836	)	$	(170	)

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 June 30, 2013. 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.

The carrying amount of the variable interest rate debt approximates fair value as the interest rates are reset periodically to reflect current market conditions.

On February 26, 2013, the Corporation issued $400 million of Senior Notes (the 2013 Notes). The 2013 Notes consist of $225 million of 3.70% Senior Notes that mature on February 26, 2023, $100 million of 3.85% Senior Notes that mature on February 26, 2025, and $75 million of 4.05% Senior Notes that mature on February 26, 2028. An additional $100 million of 4.11% Senior Notes that mature on September 26, 2028, will be issued in September of 2013. The 2013 Notes are senior unsecured obligations, that are equal in right of payment to the Corporation's existing senior indebtedness. The Corporation, at its option, can prepay at any time all or any part of the 2013 Notes, subject to a make-whole payment in accordance with the terms of the Note Purchase Agreement. In connection with the issuance of the 2013 Notes, the Corporation paid customary fees that have been deferred and are being amortized over the term of the 2013 Notes. Under the terms of the Note Purchase Agreement, the Corporation is required to maintain certain financial ratios, the most restrictive of which is a debt to capitalization limit of 60%, and funding obligations under the defined pension plan. The 2013 Notes also contain a cross default provision with respect to the Corporation’s other senior indebtedness.



	June 30, 2013				December 31, 2012
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Industrial revenue bond, due 2023	$	8,400	$	8,400	$	8,400	$	8,400
Revolving credit agreement, due 2017	—		—		286,800		286,800
5.74% Senior notes due 2013	125,003		126,090		125,011		128,198
5.51% Senior notes due 2017	150,000		163,096		150,000		168,491
3.84% Senior notes due 2021	99,072		99,072		100,677		100,677
3.70% Senior notes due 2023	225,000		216,224		—		—
3.85% Senior notes due 2025	91,478		91,478		—		—
4.24% Senior notes due 2026	180,518		180,518		198,581		198,581
4.05% Senior notes due 2028	67,359		67,359		—		—
Other debt	1,152		1,152		10,746		10,746
Total debt	$	947,982	$	953,389	$	880,215	$	901,893

WARRANTY RESERVES

The Corporation provides its customers with warranties on certain products. Estimated warranty costs are charged to expense in the period the related revenue is recognized based on quantitative historical experience. Estimated warranty costs are reduced as these costs are incurred and as the warranty period expires or may be otherwise modified as specific product performance issues are identified and resolved. Warranty reserves are included within Other current liabilities in the Condensed Consolidated Balance Sheets. The following table presents the changes in the Corporation’s warranty reserves:



	(In thousands)
	2013			2012
Warranty reserves at January 1,	$	18,169		$	16,076
Provision for current year sales	3,666			3,765
Current year claims	(3,019		)	(2,792		)
Change in estimates to pre-existing warranties	(2,206		)	(1,120		)
Increase due to acquisitions	79			75
Foreign currency translation adjustment	(237		)	(176		)
Warranty reserves at June 30,	$	16,452		$	15,828

FACILITIES RELOCATION AND RESTRUCTURING

2012 Restructuring Initiative

The Corporation focuses on being the low-cost provider of its products by reducing operating costs and implementing lean manufacturing initiatives, which have in part led to the involuntary termination of certain positions and the consolidation of facilities and product lines.

During the second quarter of 2012, the Corporation recorded restructuring costs by segment as follows:



	(In thousands)
	Three Months Ended
	June 30, 2012
	Flow Control		Controls		Surface Technologies		Consolidated
Cost of sales	$	1,105	$	398	$	394	$	1,897
Selling expenses		312		—		—		312
General and administrative		842		86		4,847		5,775
Total	$	2,259	$	484	$	5,241	$	7,984

During the first six months of 2012, the Corporation recorded restructuring costs by segment as follows:



	(In thousands)
	Six Months Ended
	June 30, 2012
	Flow Control		Controls		Surface Technologies		Consolidated
Cost of sales	$	1,285	$	2,136	$	394	$	3,815
Selling expenses		312		—		—		312
General and administrative		1,137		922		4,847		6,906
Total	$	2,734	$	3,058	$	5,241	$	11,033

The components of the restructuring costs by segment are as follows:

Flow Control

During the three and six month periods ended June 30, 2012, the Flow Control segment recorded $2.3 million and $2.7 million, respectively, of restructuring charges, primarily for severance and benefits costs associated with headcount reductions to streamline operations.

Controls

During the three and six month periods ended June 30, 2012, the Controls segment recorded $0.5 million and $3.1 million, respectively, of restructuring charges, primarily for severance and benefits costs associated with headcount reductions to streamline operations.

Surface Technologies

During the three and six month periods ended June 30, 2012, the Surface Technologies segment recorded $5.2 million of restructuring charges consisting of cash charges of $0.4 million and non-cash charges of $4.8 million. The cash costs were primarily associated with severance and benefits costs related to headcount reductions, while the $4.8 million of non-cash costs were primarily related to fixed asset write-downs.

Nonrecurring measurements

In connection with our 2012 restructuring initiative, during the second quarter of 2012, the Corporation announced a plan to cease operations at a certain facility within our Surface Technologies segment by the fourth quarter of 2012. This decision resulted in a reduction of the useful life of the asset group at the facility. In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets guidance of FASB Codification Subtopic 360-10, long-lived assets held and used with a carrying amount of $4.8 million were written down to their fair value of zero, resulting in an impairment charge of $4.8 million. The fair value of the impairment charge was determined using the income approach over the reduced useful life of the asset group. 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 2012 Annual Report on Form 10-K. The postretirement benefits information includes the domestic Curtiss-Wright Corporation 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 six months ended June 30, 2013 and 2012 are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	10,899		$	9,978		$	21,718		$	20,133
Interest cost	6,781			6,676			13,516			13,131
Expected return on plan assets	(8,875		)	(8,356		)	(17,761		)	(16,770		)
Amortization of prior service cost	254			300			554			601
Amortization of unrecognized actuarial loss	3,935			3,015			8,207			5,511
Curtailments	2,711			—			2,711			—
Net periodic benefit cost	$	15,705		$	11,613		$	28,945		$	22,606

In May 2013, the Corporation's Board of Directors approved an amendment to the CW Pension Plan. The amendment, which is effective January 1, 2014, changes the time period used to calculate final and career average pay formulas and resulted

in a $3 million reduction to the projected benefit obligation of the plan and a second quarter curtailment charge of $2.2 million. The plan curtailment also required a remeasurement of the assets and liabilities of the Curtiss-Wright Pension Plan. Due to favorable asset performance and an increase in the discount rate, the remeasurement decreased the pension liability and decreased the net pre-tax actuarial loss component of Accumulated other comprehensive loss by $45 million.

During the six months ended June 30, 2013, the Corporation made $14.5 million in contributions to the Curtiss-Wright Pension Plan, and expects to make total contributions of approximately $35.0 million in 2013. In addition, contributions of $2.6 million were made to the Corporation’s foreign benefit plans during the six months ended June 30, 2013. Contributions to the foreign benefit plans are expected to be $5.0 million in 2013.

Other Postretirement Benefit Plans

The components of the net postretirement benefit cost for the Curtiss-Wright and EMD postretirement benefit plans for the three and six months ended June 30, 2013 and 2012 are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	99		$	110		$	199		$	220
Interest cost	209			231			417			463
Amortization of prior service cost	(157		)	(157		)	(314		)	(314		)
Amortization of unrecognized actuarial gain	(160		)	(179		)	(320		)	(359		)
Net postretirement benefit cost (income)	$	(9	)	$	5		$	(18	)	$	10

During the six months ended June 30, 2013, the Corporation paid $0.5 million to the postretirement plans. During 2013, the Corporation anticipates contributing $1.7 million to the postretirement plans.

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		Six Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Basic weighted-average shares outstanding	46,786	46,820	46,700	46,737
Dilutive effect of stock options and deferred stock compensation	721	681	778	782
Diluted weighted-average shares outstanding	47,507	47,501	47,478	47,519

As of June 30, 2013 and 2012, there were 618,000 and 638,000 stock options outstanding, respectively, 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

The Corporation manages and evaluates its operations based on the products and services it offers and the different markets it serves. Based on this approach, the Corporation operates through three segments: Flow Control, Controls, and Surface Technologies.



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net sales
Flow Control	$	321,069		$	274,653		$	631,684		$	541,444
Controls	217,965			183,678			422,932			351,823
Surface Technologies	80,226			71,067			158,133			141,156
Less: Intersegment revenues	(1,573		)	(3,012		)	(2,375		)	(6,376		)
Total consolidated	$	617,687		$	526,386		$	1,210,374		$	1,028,047

Operating income (expense)
Flow Control	$	27,704		$	18,614		$	51,838		$	37,141
Controls	27,425			23,527			39,522			36,456
Surface Technologies	14,735			5,937			26,828			15,793
Corporate and eliminations ⁽¹⁾	(12,076		)	(7,538		)	(22,374		)	(13,291		)
Total consolidated	$	57,788		$	40,540		$	95,814		$	76,099

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

Operating income by reportable segment and the reconciliation to income from continuing operations before income taxes are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Total operating income	$	57,788		$	40,540		$	95,814		$	76,099
Interest expense	(9,332		)	(6,526		)	(17,991		)	(13,008		)
Other income, net	224			130			698			232
Earnings from continuing operations before income taxes	$	48,680		$	34,144		$	78,521		$	63,323



	(In thousands)
	June 30, 2013		December 31, 2012
Identifiable assets
Flow Control	$	1,525,234	$	1,417,047
Controls	1,342,433		1,365,112
Surface Technologies	307,415		302,079
Corporate and Other	53,859		30,350
Total consolidated	$	3,228,941	$	3,114,588

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, 2011	$	39,768		$	(104,899	)	$	(65,131	)
Current period other comprehensive income (loss)	25,954			(16,331		)	9,623
December 31, 2012	$	65,722		$	(121,230	)	$	(55,508	)
Other comprehensive income (loss) before reclassifications (1)	(41,750		)	47,740			5,990
Amounts reclassified from accumulated other comprehensive loss (1)	—			7,911			7,911
Net current period other comprehensive income (loss)	(41,750		)	55,651			13,901
June 30, 2013	$	23,972		$	(65,579	)	$	(41,607	)


(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	(240		)	(1)
Amortization of actuarial losses	(7,887		)	(1)
Curtailments	(2,711		)	(1)
	(10,838		)	Total before tax
	2,927			Income tax
Total reclassifications	$	(7,911	)	Net of tax


(1)	These items are included in the computation of net periodic pension cost. See Note 11, 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.

The Corporation is party to a number of 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 $16.6 million at June 30, 2013 and $16.4 million at December 31, 2012. 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 June 30, 2013 and December 31, 2012, there were $54.6 million and $51.8 million of stand-by letters of credit outstanding, respectively, and $12.5 million and $6.8 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

The Corporation’s 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 contract include liquidated damage penalty provisions if the Corporation is responsible for the failure to meet specified contractual milestone dates. To date, the Corporation has not met certain delivery dates under the contract. However, currently, there has not been any threat, allegation, or claim for liquidated damages. Based upon the evaluation of the Corporation's performance and other legal analysis, the Corporation does not believe it will be subject to liquidated damages penalties. The Corporation believes that all future delivery dates will be revised to mitigate any performance risk and that adequate legal defenses exist should a liquidated damages claim be alleged against the Corporation. Based upon the information available to date, the Corporation does not believe that the ultimate outcome will result in a material impact to its results of operations, financial condition, or cash flows.

U.S. Government Defense Budget/Sequestration

In August 2011, the Budget Control Act (the Act) announced a reduction in the Department of Defense (DoD) top line budget by approximately $490 billion over 10 years starting in 2013. The initial and mandatory budget cuts (or sequestration) as outlined in the Act were to be implemented starting on January 2, 2013. However, on January 1, 2013, Congress elected to delay the impact of sequestration until at least March 1, 2013, and these cuts were to be automatically implemented if an agreement had not been reached by March 27, 2013. On March 26, 2013, President Obama signed into law a continuing budget resolution which provides additional funding and flexibility for U.S. Government agencies to reallocate funds to priority areas in FY2013. In April 2013, the President released his initial budget proposal for FY2014, which leaves uncertainty as to how the sequester to be imposed on defense spending next year will be determined. While such reductions to future DoD spending levels are largely undetermined, any reduction in levels of DoD spending, cancellations or delays impacting existing contracts or programs, including through sequestration, could have a material impact on the Corporation’s results of operations, financial position, or cash flows.

Lease Agreements

On June 3, 2013, the Corporation entered into a build to suit agreement for the construction and lease of a new manufacturing facility in Bethlehem, Pennsylvania. The new facility will consist of two buildings totaling approximately 178,975 square feet situated on 12.5 acres, and will serve as a facility for warehousing, heavy manufacturing, research and development, general office, and hazardous material storage for the Electro Mechanical division in the Flow Control segment. Under the terms of the lease agreement, the Corporation is obligated to pay annual fixed rent of $1.9 million every year for the first eight years with rent escalation of 2.5% every year thereafter for a total of fifteen years.

On June 5, 2013, the Corporation entered into a build to suit agreement for the construction and lease of a new facility in Idaho Falls, Idaho. The new facility will consist of two buildings totaling approximately 112,000 square feet situated on 8.6 acres, and will serve as a general office, assembly, and testing facility for the Nuclear Group division in the Flow Control segment. Under the terms of the lease agreement, the Corporation is obligated to pay initial annual rent of $1.1 million with rent escalation of 2.5% every year thereafter for a total of fifteen years.

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 aerospace, defense, automotive, shipbuilding, processing, oil, petrochemical, agricultural equipment, railroad, power generation, security, and metalworking industries.

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.

On March 30, 2012, the Corporation sold its heat treating business to Bodycote plc. The Corporation divested this non-core cyclical business to focus on higher technology engineered services such as specialty coatings and materials testing. As a result of the divestiture, the results of operations for the heat treating business, which were previously reported as part of the Surface Technologies segment, have been reclassified as discontinued operations for all periods presented. Please refer to Footnote 3 of the Corporation's Condensed Consolidated Financial Statements for further information.

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 assets and 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, warranty reserves, 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. During the second quarter of 2012, the Corporation incurred unanticipated additional costs of $5.5 million on its long-term contract with Westinghouse for disassembly, inspection, and packaging costs related to the reactor coolant pumps (RCP) that the Corporation is supplying for the AP1000 nuclear power plants in China. 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 2012 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.

Other Comprehensive Income

ADOPTION OF NEW STANDARDS

Other Comprehensive Income: Presentation of Comprehensive Income

In February 2013, new guidance was issued that amends the current comprehensive income guidance. The new guidance requires entities to disclose the effect of each item that was reclassified in its entirety out of accumulated other comprehensive income and into net income on each affected net income line item. For reclassification items that are not reclassified in their entirety into net income, a cross-reference to other required disclosures is required. The new guidance is to be applied prospectively for annual reporting periods beginning after December 15, 2012 and interim periods within those years. The adoption of this new guidance did not have an impact on the Corporation’s consolidated financial position, results of operations, or cash flows.

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)	Phönix
Accounts receivable	$	12,226
Inventory	20,358
Property, plant, and equipment	14,068
Other current and non-current assets	1,029
Intangible assets	42,791
Current and non-current liabilities	(7,029		)
Pension and postretirement benefits	(6,472		)
Deferred income taxes	(14,192		)
Net tangible and intangible assets	62,779
Purchase price	97,886
Goodwill	$	35,107

Amount of tax deductible goodwill	$	—

Business Acquisition Pro Forma Information

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, 2012 as if the acquisitions had occurred on January 1, 2012 for purposes of the financial information presented for the periods ended June 30, 2012.



	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands, except per share data)	2012		2012
Net sales	$	611,976	$	1,197,251
Net earnings from continuing operations	25,559		47,460
Diluted earnings per share from continuing operations	0.54		1.00

DISCONTINUED OPERATIONS (Table)

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

Components of earnings from discontinued operations were as follows:



	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2012			2012
Net sales	$	—		$	10,785
Earnings from discontinued operations before income taxes	—			4,929
Provision for income taxes	—			(1,870		)
Gain (loss) on divestiture, net of taxes ⁽¹⁾	(95		)	18,316
Earnings (loss) from discontinued operations	$	(95	)	$	21,375

⁽¹⁾ Net of year-to-date 2012 taxes of $11,114

RECEIVABLES (Table)

Schedule Of Accounts Notes Loans And Financing Receivable

The composition of receivables is as follows:



	(In thousands)
	June 30, 2013			December 31, 2012
Billed receivables:
Trade and other receivables	$	420,510		$	402,891
Less: Allowance for doubtful accounts	(7,501		)	(7,013		)
Net billed receivables	413,009			395,878
Unbilled receivables:
Recoverable costs and estimated earnings not billed	185,142			207,679
Less: Progress payments applied	(17,891		)	(25,244		)
Net unbilled receivables	167,251			182,435
Receivables, net	$	580,260		$	578,313

INVENTORIES (Table)

Schedule Of Inventory

The composition of inventories is as follows:



	(In thousands)
	June 30, 2013			December 31, 2012
Raw materials	$	230,208		$	224,613
Work-in-process	104,246			92,761
Finished goods and component parts	116,547			107,173
Inventoried costs related to long-term contracts	51,360			38,000
Gross inventories	502,361			462,547
Less: Inventory reserves	(54,846		)	(50,333		)
Progress payments applied	(11,224		)	(14,743		)
Inventories, net	$	436,291		$	397,471

GOODWILL (Table)

Schedule Of Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows:



	(In thousands)
	Flow Control			Controls			Surface Technologies			Consolidated
December 31, 2012	$	418,184		$	541,226		$	53,890		$	1,013,300
Acquisitions	35,107			—			—			35,107
Goodwill adjustments	2,478			(283		)	525			2,720
Foreign currency translation adjustment	(3,412		)	(13,629		)	(199		)	(17,240		)
June 30, 2013	$	452,357		$	527,314		$	54,216		$	1,033,887

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:



	(In thousands)
June 30, 2013	Gross		Accumulated Amortization			Net
Technology	$	202,069	$	(80,953	)	$	121,116
Customer related intangibles	375,340		(109,148		)	266,192
Other intangible assets	64,471		(21,234		)	43,237
Total	$	641,880	$	(211,335	)	$	430,545

	(In thousands)
December 31, 2012	Gross		Accumulated Amortization			Net
Technology	$	186,869	$	(76,067	)	$	110,802
Customer related intangibles	337,558		(95,880		)	241,678
Other intangible assets	86,157		(19,616		)	66,541
Total	$	610,584	$	(191,563	)	$	419,021

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)
	June 30, 2013		December 31, 2012
Assets
Designated for hedge accounting
Interest rate swaps	$	—	$	677
Undesignated for hedge accounting
Forward exchange contracts	$	317	$	250
Total asset derivatives (A)	$	317	$	927
Liabilities
Designated for hedge accounting
Interest rate swaps	$	36,573	$	1,419
Undesignated for hedge accounting
Forward exchange contracts	$	311	$	170
Total liability derivatives (B)	$	36,884	$	1,589

(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 six months ended June 30, were as follows:



	(In thousands)
	Gain/(Loss) on Swap										Gain/(Loss) on Borrowings
	Three Months Ended					Six Months Ended					Three Months Ended					Six Months Ended
	June 30,					June 30,					June 30,					June 30,
Income Statement Classification	2013			2012		2013			2012		2013		2012			2013		2012
Other income, net	$	(25,623	)	$	14,503	$	(36,573	)	$	1,791	$	25,623	$	(14,503	)	$	36,573	$	(1,791	)

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 six months ended June 30, were as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Derivatives not designated as hedging instrument	2013			2012			2013			2012
Forward exchange contracts:
General and administrative expenses	$	(4,275	)	$	(1,146	)	$	(5,836	)	$	(170	)

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



	June 30, 2013				December 31, 2012
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Industrial revenue bond, due 2023	$	8,400	$	8,400	$	8,400	$	8,400
Revolving credit agreement, due 2017	—		—		286,800		286,800
5.74% Senior notes due 2013	125,003		126,090		125,011		128,198
5.51% Senior notes due 2017	150,000		163,096		150,000		168,491
3.84% Senior notes due 2021	99,072		99,072		100,677		100,677
3.70% Senior notes due 2023	225,000		216,224		—		—
3.85% Senior notes due 2025	91,478		91,478		—		—
4.24% Senior notes due 2026	180,518		180,518		198,581		198,581
4.05% Senior notes due 2028	67,359		67,359		—		—
Other debt	1,152		1,152		10,746		10,746
Total debt	$	947,982	$	953,389	$	880,215	$	901,893

WARRANTY RESERVES (Table)

Schedule of Product Warranty Liability

The following table presents the changes in the Corporation’s warranty reserves:



	(In thousands)
	2013			2012
Warranty reserves at January 1,	$	18,169		$	16,076
Provision for current year sales	3,666			3,765
Current year claims	(3,019		)	(2,792		)
Change in estimates to pre-existing warranties	(2,206		)	(1,120		)
Increase due to acquisitions	79			75
Foreign currency translation adjustment	(237		)	(176		)
Warranty reserves at June 30,	$	16,452		$	15,828

FACILITIES RELOCATION AND RESTRUCTURING (Table)

Schedule of Restructuring and Related Costs

During the second quarter of 2012, the Corporation recorded restructuring costs by segment as follows:



	(In thousands)
	Three Months Ended
	June 30, 2012
	Flow Control		Controls		Surface Technologies		Consolidated
Cost of sales	$	1,105	$	398	$	394	$	1,897
Selling expenses		312		—		—		312
General and administrative		842		86		4,847		5,775
Total	$	2,259	$	484	$	5,241	$	7,984

During the first six months of 2012, the Corporation recorded restructuring costs by segment as follows:



	(In thousands)
	Six Months Ended
	June 30, 2012
	Flow Control		Controls		Surface Technologies		Consolidated
Cost of sales	$	1,285	$	2,136	$	394	$	3,815
Selling expenses		312		—		—		312
General and administrative		1,137		922		4,847		6,906
Total	$	2,734	$	3,058	$	5,241	$	11,033

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Table)

Schedule Of Defined Benefit Plans Disclosures

The components of net periodic pension cost for the three and six months ended June 30, 2013 and 2012 are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	10,899		$	9,978		$	21,718		$	20,133
Interest cost	6,781			6,676			13,516			13,131
Expected return on plan assets	(8,875		)	(8,356		)	(17,761		)	(16,770		)
Amortization of prior service cost	254			300			554			601
Amortization of unrecognized actuarial loss	3,935			3,015			8,207			5,511
Curtailments	2,711			—			2,711			—
Net periodic benefit cost	$	15,705		$	11,613		$	28,945		$	22,606

The components of the net postretirement benefit cost for the Curtiss-Wright and EMD postretirement benefit plans for the three and six months ended June 30, 2013 and 2012 are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	99		$	110		$	199		$	220
Interest cost	209			231			417			463
Amortization of prior service cost	(157		)	(157		)	(314		)	(314		)
Amortization of unrecognized actuarial gain	(160		)	(179		)	(320		)	(359		)
Net postretirement benefit cost (income)	$	(9	)	$	5		$	(18	)	$	10

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		Six Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Basic weighted-average shares outstanding	46,786	46,820	46,700	46,737
Dilutive effect of stock options and deferred stock compensation	721	681	778	782
Diluted weighted-average shares outstanding	47,507	47,501	47,478	47,519

SEGMENT INFORMATION (Table)

Schedule Of Segment Reporting Information By Segment



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net sales
Flow Control	$	321,069		$	274,653		$	631,684		$	541,444
Controls	217,965			183,678			422,932			351,823
Surface Technologies	80,226			71,067			158,133			141,156
Less: Intersegment revenues	(1,573		)	(3,012		)	(2,375		)	(6,376		)
Total consolidated	$	617,687		$	526,386		$	1,210,374		$	1,028,047

Operating income (expense)
Flow Control	$	27,704		$	18,614		$	51,838		$	37,141
Controls	27,425			23,527			39,522			36,456
Surface Technologies	14,735			5,937			26,828			15,793
Corporate and eliminations ⁽¹⁾	(12,076		)	(7,538		)	(22,374		)	(13,291		)
Total consolidated	$	57,788		$	40,540		$	95,814		$	76,099

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

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

Operating income by reportable segment and the reconciliation to income from continuing operations before income taxes are as follows:



	(In thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Total operating income	$	57,788		$	40,540		$	95,814		$	76,099
Interest expense	(9,332		)	(6,526		)	(17,991		)	(13,008		)
Other income, net	224			130			698			232
Earnings from continuing operations before income taxes	$	48,680		$	34,144		$	78,521		$	63,323

Reconciliation Of Assets From Segment To Consolidated



	(In thousands)
	June 30, 2013		December 31, 2012
Identifiable assets
Flow Control	$	1,525,234	$	1,417,047
Controls	1,342,433		1,365,112
Surface Technologies	307,415		302,079
Corporate and Other	53,859		30,350
Total consolidated	$	3,228,941	$	3,114,588

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, 2011	$	39,768		$	(104,899	)	$	(65,131	)
Current period other comprehensive income (loss)	25,954			(16,331		)	9,623
December 31, 2012	$	65,722		$	(121,230	)	$	(55,508	)
Other comprehensive income (loss) before reclassifications (1)	(41,750		)	47,740			5,990
Amounts reclassified from accumulated other comprehensive loss (1)	—			7,911			7,911
Net current period other comprehensive income (loss)	(41,750		)	55,651			13,901
June 30, 2013	$	23,972		$	(65,579	)	$	(41,607	)


(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	(240		)	(1)
Amortization of actuarial losses	(7,887		)	(1)
Curtailments	(2,711		)	(1)
	(10,838		)	Total before tax
	2,927			Income tax
Total reclassifications	$	(7,911	)	Net of tax


(1)	These items are included in the computation of net periodic pension cost. See Note 11, Pension and Other Postretirement Benefit Plans.

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

In Millions, unless otherwise specified

3 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Additional costs

$ 5.5

ACQUISITION (Narrative) (Detail) (Phonix Group [Member], Flow Control [Member], USD $)

0 Months Ended

6 Months Ended

12 Months Ended

Feb. 28, 2013

employee

Jun. 30, 2013

Dec. 31, 2012

Phonix Group [Member] |
Flow Control [Member]

Business Acquisition [Line Items]

Effective date of acquisition

Feb. 28, 2013

Purchase price net of cash acquired

$ 97,886,000

Number of employees at the date of acquisition

282

Revenue reported by acquiree in last reporting period

60,000,000

Actual pro forma Revenue by acquiree

19,600,000

Actual pro forma earnings of aquiree

$ 1,700,000

ACQUISITION (Detail) (USD $)

In Thousands, unless otherwise specified

0 Months Ended

Jun. 30, 2013

Dec. 31, 2012

Jun. 30, 2013

Flow Control [Member]

Dec. 31, 2012

Flow Control [Member]

Feb. 28, 2013

Phonix Group [Member]

Flow Control [Member]

Business Acquisition [Line Items]

Accounts receivable

$ 12,226

Inventory

20,358

Property, plant, and equipment

14,068

Other current and non-current assets

1,029

Intangible assets

42,791

Current and non-current liabilities

(7,029)

Pension and postretirement benefits

(6,472)

Deferred income taxes

(14,192)

Net tangible and intangible assets

62,779

Purchase price

97,886

Goodwill

1,033,887

1,013,300

452,357

418,184

35,107

Amount of tax deductible goodwill

$ 0

ACQUISITION (Proforma) (Detail) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Net sales

$ 611,976

$ 1,197,251

Net earnings from continuing operations

$ 25,559

$ 47,460

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

$ 0.54

$ 1.00

ACQUISITION (Proforma Narrative) (Detail) (Phonix Group [Member], Flow Control [Member], USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2012

Phonix Group [Member] |
Flow Control [Member]

Business Acquisition [Line Items]

Additional amortization of intangible assets

$ 3.2

$ 6.4

Elimination of historical interest expense

1.0

2.0

Additional interest expense

$ 4.5

$ 9.0

DISCONTINUED OPERATIONS (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

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

Gain (loss) on divestiture, net of taxes (1)

$ 0

$ (95)

$ 0

$ 18,316

Earnings (loss) from discontinued operations

0

(95)

0

21,375

Heat Treating [Member]

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

Net sales

0

10,785

Earnings from discontinued operations before income taxes

0

4,929

Provision for income taxes

0

(1,870)

Gain (loss) on divestiture, net of taxes (1)

(95)

18,316 ¹

Earnings (loss) from discontinued operations

(95)

21,375

Year-to-date taxes

$ 11,114

[1] Net of year-to-date 2012 taxes of $11,114

RECEIVABLES (Detail) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Billed receivables:

Trade and other receivables

$ 420,510

$ 402,891

Less: Allowance for doubtful accounts

(7,501)

(7,013)

Net billed receivables

413,009

395,878

Unbilled receivables:

Recoverable costs and estimated earnings not billed

185,142

207,679

Less: Progress payments applied

(17,891)

(25,244)

Net unbilled receivables

167,251

182,435

Receivables, net

$ 580,260

$ 578,313

INVENTORIES (Detail) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Inventory, Net [Abstract]

Raw material

$ 230,208

$ 224,613

Work-in-process

104,246

92,761

Finished goods and component parts

116,547

107,173

Inventoried costs related to long-term contracts

51,360

38,000

Gross inventories

502,361

462,547

Less: Inventory reserves

(54,846)

(50,333)

Progress payments applied

(11,224)

(14,743)

Inventories, net

$ 436,291

$ 397,471

INVENTORIES (Narrative) (Detail) (USD $)

In Millions, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Inventory, Net [Abstract]

Other inventory, capitalized costs

$ 26.7

$ 23.8

Other inventory, capitalized costs to be liquidated under firm orders

$ 2.3

$ 5.4

GOODWILL (Detail) (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Goodwill [Roll Forward]

December 31, 2012

$ 1,013,300

Acquisitions

35,107

Goodwill adjustments

2,720

Foreign currency translation adjustment

(17,240)

June 30, 2013

1,033,887

Flow Control [Member]

Goodwill [Roll Forward]

December 31, 2012

418,184

Acquisitions

35,107

Goodwill adjustments

2,478

Foreign currency translation adjustment

(3,412)

June 30, 2013

452,357

Controls [Member]

Goodwill [Roll Forward]

December 31, 2012

541,226

Acquisitions

0

Goodwill adjustments

(283)

Foreign currency translation adjustment

(13,629)

June 30, 2013

527,314

Surface Technologies [Member]

Goodwill [Roll Forward]

December 31, 2012

53,890

Acquisitions

0

Goodwill adjustments

525

Foreign currency translation adjustment

(199)

June 30, 2013

$ 54,216

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

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Finite Lived Intangible Assets [Line Items]

Gross

$ 641,880

$ 610,584

Accumulated Amortization

(211,335)

(191,563)

Net

430,545

419,021

Technology [Member]

Finite Lived Intangible Assets [Line Items]

Gross

202,069

186,869

Accumulated Amortization

(80,953)

(76,067)

Net

121,116

110,802

Customer Related Intangibles [Member]

Finite Lived Intangible Assets [Line Items]

Gross

375,340

337,558

Accumulated Amortization

(109,148)

(95,880)

Net

266,192

241,678

Other Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Gross

64,471

86,157

Accumulated Amortization

(21,234)

(19,616)

Net

$ 43,237

$ 66,541

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

In Millions, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

$ 42.8

Amortization expense

24.2

15.1

Future amortization expense in remainder of fiscal year

48.0

Future amortization expense in year two

41.0

Future amortization expense in year three

39.0

Future amortization expense in year four

38.1

Future amortization expense in year five

37.6

Technology-Based Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

12.6

Weighted average useful life

15 years

Customer-Related Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

27.6

Weighted average useful life

16 years 1 month 6 days

Other Intangible Assets [Member]

Finite Lived Intangible Assets [Line Items]

Acquired intangible assets

$ 2.6

Weighted average useful life

7 years

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

In Millions, unless otherwise specified

6 Months Ended

1 Months Ended

6 Months Ended

1 Months Ended

6 Months Ended

1 Months Ended

6 Months Ended

1 Months Ended

6 Months Ended

Jun. 30, 2013

Mar. 31, 2013

3.85% Senior notes due 2025 [Member]

Jun. 30, 2013

3.85% Senior notes due 2025 [Member]

Mar. 31, 2013

4.05% Senior notes due 2028 [Member]

Jun. 30, 2013

4.05% Senior notes due 2028 [Member]

Jan. 31, 2012

4.24% Senior notes due 2026 [Member]

Jun. 30, 2013

4.24% Senior notes due 2026 [Member]

Jan. 31, 2012

3.84% Senior notes due 2021 [Member]

Jun. 30, 2013

3.84% Senior notes due 2021 [Member]

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

Issuance date

Feb. 26, 2013

Mar. 01, 2013

Jan. 01, 2012

Notional amount

$ 400

$ 100

$ 75

$ 200

$ 25

Interest rate

3.85%

4.05%

4.24%

3.84%

Maturity date

Feb. 26, 2025

Feb. 26, 2028

Dec. 01, 2026

Dec. 01, 2021

Variable rate basis

LIBOR

Basis spread on variable rate

1.77%

1.73%

2.02%

1.90%

Face amount

$ 100

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

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

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

Assets

$ 317 ¹

$ 927 ¹

Liabilities

36,884 ²

1,589 ²

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

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

Assets

0

677

Liabilities

36,573

1,419

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

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

Assets

317

250

Liabilities

$ 311

$ 170

[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

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

General And Administrative Expense [Member]

Derivative Instruments Gain Loss [Line Items]

General and administrative expenses

$ (4,275)

$ (1,146)

$ (5,836)

$ (170)

Swap [Member] |
Other Income [Member]

Derivative Instruments Gain Loss [Line Items]

Other income, net

(25,623)

14,503

(36,573)

1,791

Borrowings [Member] |
Other Income [Member]

Derivative Instruments Gain Loss [Line Items]

Other income, net

$ 25,623

$ (14,503)

$ 36,573

$ (1,791)

FAIR VALUE OF FINANCIAL INSTRUMENTS (New Notes) (Detail) (USD $)

In Millions, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Feb. 26, 2013

Debt Instrument [Line Items]

Issuance date

Feb. 26, 2013

Debt to capitalization, covenant ratio

60.00%

2013 Senior Notes [Member]

Debt Instrument [Line Items]

Face amount

$ 400

3.70% Senior notes due 2023 [Member]

Debt Instrument [Line Items]

Face amount

225

Interest rate

3.70%

Maturity date

Feb. 26, 2023

3.85% Senior notes due 2025 [Member]

Debt Instrument [Line Items]

Face amount

100

Interest rate

3.85%

Maturity date

Feb. 26, 2025

4.05% Senior notes due 2028 [Member]

Debt Instrument [Line Items]

Face amount

75

Interest rate

4.05%

Maturity date

Feb. 26, 2028

4.11% Senior Notes [Member]

Debt Instrument [Line Items]

Maturity date

Sep. 26, 2028

Debt Instrument, Issuable Face Amount

$ 100

Debt Instrument, Interest Rate, Issuable Stated Percentage

4.11%

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

In Thousands, unless otherwise specified

Jun. 30, 2013

Feb. 26, 2013

Dec. 31, 2012

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

Carrying Value

$ 947,982

$ 880,215

Estimated Fair Value

953,389

901,893

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

286,800

Estimated Fair Value

0

286,800

5.74% Senior notes due 2013 [Member]

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

Carrying Value

125,003

125,011

Estimated Fair Value

126,090

128,198

Interest rate

5.74%

5.51% Senior notes due 2017 [Member]

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

Carrying Value

150,000

Estimated Fair Value

163,096

168,491

Interest rate

5.51%

3.84% Senior notes due 2021 [Member]

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

Carrying Value

99,072

100,677

Estimated Fair Value

99,072

100,677

Interest rate

3.84%

3.70% Senior notes due 2023 [Member]

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

Carrying Value

225,000

0

Estimated Fair Value

216,224

0

Interest rate

3.70%

3.85% Senior notes due 2025 [Member]

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

Carrying Value

91,478

0

Estimated Fair Value

91,478

0

Interest rate

3.85%

4.24% Senior notes due 2026 [Member]

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

Carrying Value

180,518

198,581

Estimated Fair Value

180,518

198,581

Interest rate

4.24%

4.05% Senior notes due 2028 [Member]

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

Carrying Value

67,359

0

Estimated Fair Value

67,359

0

Interest rate

4.05%

Other debt [Member]

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

Carrying Value

1,152

10,746

Estimated Fair Value

$ 1,152

$ 10,746

WARRANTY RESERVES (Detail) (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Movement in Standard Product Warranty Accrual [Roll Forward]

Warranty reserves at January 1,

$ 18,169

$ 16,076

Provision for current year sales

3,666

3,765

Current year claims

(3,019)

(2,792)

Change in estimates to pre-existing warranties

(2,206)

(1,120)

Increase due to acquisitions

79

75

Foreign currency translation adjustment

(237)

(176)

Warranty reserves at June 30,

$ 16,452

$ 15,828

FACILITIES RELOCATION AND RESTRUCTURING (Detail) (USD $)

3 Months Ended

6 Months Ended

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

$ 7,984,000

$ 11,033,000

Impairment of assets

0

4,847,000

Cost Of Sales [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

1,897,000

3,815,000

Selling Expenses [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

312,000

General And Administrative [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

5,775,000

6,906,000

Flow Control [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

2,259,000

2,734,000

Flow Control [Member] |
Cost Of Sales [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

1,105,000

1,285,000

Flow Control [Member] |
Selling Expenses [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

312,000

Flow Control [Member] |
General And Administrative [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

842,000

1,137,000

Controls [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

484,000

3,058,000

Controls [Member] |
Cost Of Sales [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

398,000

2,136,000

Controls [Member] |
Selling Expenses [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

0

Controls [Member] |
General And Administrative [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

86,000

922,000

Surface Technologies [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

5,241,000

Impairment of assets

4,800,000

Assets Held And Used FairValue Disclosure Nonrecurring

4,800,000

Surface Technologies [Member] |
Cost Of Sales [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

394,000

Surface Technologies [Member] |
Selling Expenses [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

0

Surface Technologies [Member] |
General And Administrative [Member]

Restructuring Cost And Reserve [Line Items]

Restructuring and related costs incurred to date

$ 4,847,000

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

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Pension Plans Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

$ 10,899

$ 9,978

$ 21,718

$ 20,133

Interest cost

6,781

6,676

13,516

13,131

Expected return on plan assets

(8,875)

(8,356)

(17,761)

(16,770)

Amortization of prior service cost

254

300

554

601

Amortization of unrecognized actuarial loss

3,935

3,015

8,207

5,511

Curtailments

2,711

0

2,711

0

Net postretirement benefit cost (income)

15,705

11,613

28,945

22,606

Other Postretirement Benefit Plan, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

99

110

199

220

Interest cost

209

231

417

463

Amortization of prior service cost

(157)

(314)

Amortization of unrecognized actuarial loss

(160)

(179)

(320)

(359)

Net postretirement benefit cost (income)

$ (9)

$ 5

$ (18)

$ 10

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

3 Months Ended

6 Months Ended

12 Months Ended

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Dec. 31, 2012

May 31, 2013

Domestic Defined Benefit Plan [Member]

Jun. 30, 2013

Domestic Defined Benefit Plan [Member]

Jun. 30, 2013

Domestic Defined Benefit Plan [Member]

Jun. 30, 2013

Foreign Defined Benefit [Member]

Jun. 30, 2013

Other Postretirement Benefit Plan, Defined Benefit [Member]

Jun. 30, 2013

Accumulated Defined Benefit Plans Adjustment [Member]

Dec. 31, 2012

Accumulated Defined Benefit Plans Adjustment [Member]

Jun. 30, 2013

Accumulated Defined Benefit Plans Adjustment [Member]

Domestic Defined Benefit Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Defined Benefit Plan, Plan Amendments

$ 3,000,000

Curtailments

2,200,000

Other Comprehensive Income (Loss), Net of Tax

(42,920,000)

17,668,000

(13,901,000)

(3,555,000)

(9,623,000)

(55,651,000)

16,331,000

45,000,000

Contributions by employer

14,500,000

2,600,000

500,000

Future employer contributions

$ 35,000,000

$ 5,000,000

$ 1,700,000

EARNINGS PER SHARE (Detail)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Earnings Per Share Reconciliation [Abstract]

Basic weighted-average shares outstanding (shares)

46,786

46,820

46,700

46,737

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

721

681

778

782

Diluted weighted-average shares outstanding (shares)

47,507

47,501

47,478

47,519

EARNINGS PER SHARE (AntiDilutive) (Detail)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Earnings Per Share [Abstract]

Antidilutive securities excluded from computation of earnings per share, amount

618

638

SEGMENT INFORMATION (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

segment

Jun. 30, 2012

Dec. 31, 2012

Segment Reporting Information [Line Items]

Number of operating segments

3

Net sales

$ 617,687

$ 526,386

$ 1,210,374

$ 1,028,047

Operating income (expense)

57,788

40,540

95,814

76,099

Identifiable assets

3,228,941

3,114,588

Flow Control [Member]

Segment Reporting Information [Line Items]

Net sales

321,069

274,653

631,684

541,444

Operating income (expense)

27,704

18,614

51,838

37,141

Identifiable assets

1,525,234

1,417,047

Controls [Member]

Segment Reporting Information [Line Items]

Net sales

217,965

183,678

422,932

351,823

Operating income (expense)

27,425

23,527

39,522

36,456

Identifiable assets

1,342,433

1,365,112

Surface Technologies [Member]

Segment Reporting Information [Line Items]

Net sales

80,226

71,067

158,133

141,156

Operating income (expense)

14,735

5,937

26,828

15,793

Identifiable assets

307,415

302,079

Intersegment Eliminations [Member]

Segment Reporting Information [Line Items]

Net sales

(1,573)

(3,012)

(2,375)

(6,376)

Corporate and Eliminations [Member]

Segment Reporting Information [Line Items]

Operating income (expense)

(12,076)¹

(7,538)¹

(22,374)¹

(13,291)¹

Corporate and Other [Member]

Segment Reporting Information [Line Items]

Identifiable assets

$ 53,859

$ 30,350

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

SEGMENT INFORMATION (Reconciliation) (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Segment Reporting [Abstract]

Total operating income

$ 57,788

$ 40,540

$ 95,814

$ 76,099

Interest expense

(9,332)

(6,526)

(17,991)

(13,008)

Other income, net

224

130

698

232

Earnings from continuing operations before income taxes

$ 48,680

$ 34,144

$ 78,521

$ 63,323

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

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Dec. 31, 2012

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

$ (55,508)

$ (65,131)

Other comprehensive income (loss) before reclassifications

5,990 ¹

Amounts reclassified from accumulated other comprehensive loss

7,911 ¹

Other comprehensive income (loss), net of tax

42,920

(17,668)

13,901

3,555

9,623

Ending balance

(41,607)

(55,508)

Foreign Currency Translation Adjustments, Net [Member]

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

65,722

39,768

Other comprehensive income (loss) before reclassifications

(41,750)¹

Amounts reclassified from accumulated other comprehensive loss

0 ¹

Other comprehensive income (loss), net of tax

(41,750)

25,954

Ending balance

23,972

65,722

Total Pension and Postretirment Adjustments, Net [Member]

Accumulated Other Comprehensive Income (Loss) [Roll Forward]

Beginning balance

(121,230)

(104,899)

Other comprehensive income (loss) before reclassifications

47,740 ¹

Amounts reclassified from accumulated other comprehensive loss

7,911 ¹

Other comprehensive income (loss), net of tax

55,651

(16,331)

Ending balance

$ (65,579)

$ (121,230)

[1] All amounts are after tax.

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

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Accumulated Other Comprehensive Income (Loss) [Line Items]

Earnings from continuing operations before income taxes

$ 48,680

$ 34,144

$ 78,521

$ 63,323

Income tax

(15,310)

(11,309)

(24,208)

(20,646)

Net of tax

33,370

22,740

54,313

64,052

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

(240)¹

Amortization of actuarial losses

(7,887)¹

Curtailments

(2,711)¹

Earnings from continuing operations before income taxes

(10,838)

Income tax

2,927

Net of tax

$ (7,911)

[1] These items are included in the computation of net periodic pension cost. See Note 11, Pension and Other Postretirement Benefit Plans.

CONTINGENCIES AND COMMITMENTS (Detail) (USD $)

In Millions, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Environmental Matters [Member]

Dec. 31, 2012

Environmental Matters [Member]

Jun. 30, 2013

Standby Letters Of Credit [Member]

Dec. 31, 2012

Standby Letters Of Credit [Member]

Jun. 30, 2013

FinancialStandbyLetterOfCreditMember

Dec. 31, 2012

FinancialStandbyLetterOfCreditMember

Jun. 30, 2013

PENNSYLVANIA

Jun. 3, 2013

PENNSYLVANIA

building

sqft

acre

Jun. 30, 2013

IDAHO

Jun. 5, 2013

IDAHO

building

sqft

acre

Loss Contingencies [Line Items]

Accrual for environmental loss contingencies

$ 16.6

$ 16.4

Letters of credit, outstanding

54.6

51.8

12.5

6.8

Surety bond, outstanding

52.9

Number of buildings

2

Area of real estate property

178,975

112,000

Area of land

12.5

8.6

Future minimum operating expenses

$ 1.9

$ 1.1

Annual rent escalation

2.50%

Term of operating lease

15 years