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1. BASIS OF PRESENTATION
Curtiss-Wright Corporation and its subsidiaries (“the Corporation”) 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. Operations are conducted through 58 manufacturing facilities and 64 metal treatment service facilities.
The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.
The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with the United States of America generally accepted accounting principles (“U.S. GAAP”), 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. 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. Actual results may differ from these estimates. 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 2010 Annual Report on Form 10-K, as amended. 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
Revenue Recognition – Milestone Method
In April 2010, new guidance was issued that provides the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate, as well as the associated disclosure requirements. The new guidance clarifies that a vendor can recognize consideration that is contingent on achieving a milestone as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
Revenue Arrangements with Multiple Deliverables
In September 2009, new guidance was issued on revenue arrangements with multiple deliverables. The new guidance modifies the requirements for determining whether a deliverable can be treated as a separate unit of accounting by removing the criteria that verifiable and objective evidence of fair value exists for undelivered items, establishes a selling price hierarchy to help entities allocate arrangement consideration to separate units of account, requires the relative selling price allocation method for all arrangements, and expands required disclosures. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
Certain Revenue Arrangements That Include Software Elements
In September 2009, new guidance was issued on certain revenue arrangements that include software elements. The new guidance amended past guidance on software revenue recognition to exclude from scope all tangible products containing both software and non-software elements that function together to interdependently deliver the product's essential functionality. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS
In May 2011, new guidance was issued that amends the current fair value measurement and disclosure guidance to increase transparency around valuation inputs and investment categorization. The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards. The new guidance is effective for annual and interim reporting periods beginning on or after December 15, 2011 and is to be adopted prospectively as early adoption is not permitted. The adoption of this guidance is not expected to have a material impact on the Corporation's results of operations or financial condition.
Other Comprehensive Income: Presentation of Comprehensive Income
In June 2011, new guidance was issued that amends the current comprehensive income guidance. The amendment allows the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single or continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The new guidance is to be applied retrospectively and is effective for fiscal years, and interim periods, beginning after December 15, 2011. The adoption of this new guidance will not have an impact on the Corporation's consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation of other comprehensive income.
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2. ACQUISITIONS
The Corporation acquired three businesses during the six months ended June 30, 2011, described in more detail below.
The acquisitions have been accounted for as purchases under the guidance for business combinations, where the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired is generally recorded as goodwill. The Corporation allocates the purchase price, including the value of identifiable intangibles with a finite life, based upon analysis and input from third party appraisals. The purchase price allocation will be finalized no later than twelve months from acquisition. The results of the acquired businesses have been included in the consolidated financial results of the Corporation from the date of acquisition in the segment indicated.
Metal Treatment Segment
Surface Technologies Division of BASF Corporation
On April 8, 2011, the Corporation acquired certain assets of BASF Corporation's Surface Technologies (“BASF”) business for $20.5 million in cash. The Asset Purchase Agreement contains customary representations and warranties and provides for a purchase price adjustment based on the value of the closing day inventory. The purchase price adjustment is reflected in the disclosed purchase price. Management funded the purchase from the Corporation's revolving credit facility.
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) | |||
| Inventory | $ | 1,514 | |
| Property, plant, and equipment | 12,774 | ||
| Intangible assets | 3,000 | ||
| Current liabilities | (263) | ||
| Net tangible and intangible assets | 17,025 | ||
| Purchase price | 20,501 | ||
| Goodwill | $ | 3,476 |
The Corporation has estimated that the goodwill will be tax deductible.
The Surface Technologies business is a supplier of metallic and ceramic thermal spray coatings primarily for the aerospace and power generation markets and expands the coatings capabilities within the Corporation's Metal Treatment segment. The business has approximately 150 employees at three operating facilities located in East Windsor, CT, Wilmington, MA and Duncan, SC. Revenues of the acquired business were approximately $29 million for the year ended December 31, 2010.
Flow Control Segment
Douglas Equipment Ltd.
On April 6, 2011, the Corporation acquired the assets of Douglas Equipment Ltd. (“Douglas”) for £12.0 million ($19.6 million) in cash. The Business Transfer Agreement contains customary representations and warranties, 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.
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:
| (US dollars, in thousands) | |||
| Accounts receivable | $ | 852 | |
| Inventory | 11,831 | ||
| Property, plant, and equipment | 672 | ||
| Other current assets | 402 | ||
| Intangible assets | 6,697 | ||
| Current liabilities | (6,045) | ||
| Net tangible and intangible assets | 14,409 | ||
| Purchase price | 19,600 | ||
| Goodwill | $ | 5,191 |
The Corporation has estimated that the goodwill will be tax deductible.
Douglas designs and manufactures aircraft handling systems for the defense and commercial aerospace markets and will operate within the Marine and Power Products division of the Corporation's Flow Control segment. Douglas has approximately 135 employees and is headquartered in Cheltenham, U.K. Revenues of the acquired business were approximately $28 million for the year ended 2010.
Motion Control Segment
Predator Systems, Inc.
On January 7, 2011, the Corporation acquired all the issued and outstanding stock of Predator Systems, Inc. (“PSI”), for $13.5 million in cash. The Stock Purchase Agreement contains customary representations and warranties, 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.
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) | |||
| Accounts receivable | $ | 862 | |
| Inventory | 1,856 | ||
| Property, plant, and equipment | 2,100 | ||
| Other current assets | 67 | ||
| Intangible assets | 4,700 | ||
| Current liabilities | (190) | ||
| Net tangible and intangible assets | 9,395 | ||
| Purchase price | 13,503 | ||
| Goodwill | $ | 4,108 |
The Corporation has estimated that the goodwill will be tax deductible.
PSI designs and manufactures motion control components and subsystems for ground defense, ordnance guidance, and aerospace applications, and will operate within the Flight Systems division of the Corporation's Motion Control segment. PSI had 45 employees as of the date of the acquisition and is headquartered in Boca Raton, FL. Revenues of the acquired business were approximately $8 million for the year ended December 31, 2010.
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3. RECEIVABLES
Receivables at June 30, 2011 and December 31, 2010 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, | December 31, | ||||||
| 2011 | 2010 | ||||||
| Billed receivables: | |||||||
| Trade and other receivables | $ | 311,139 | $ | 282,483 | |||
| Less: Allowance for doubtful accounts | (5,058) | (3,972) | |||||
| Net billed receivables | 306,081 | 278,511 | |||||
| Unbilled receivables: | |||||||
| Recoverable costs and estimated earnings not billed | 222,455 | 210,766 | |||||
| Less: Progress payments applied | (26,668) | (27,645) | |||||
| Net unbilled receivables | 195,787 | 183,121 | |||||
| Receivables, net | $ | 501,868 | $ | 461,632 | |||
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4. 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, | December 31, | |||||
| 2011 | 2010 | |||||
| Raw material | $ | 159,868 | $ | 147,950 | ||
| Work-in-process | 100,196 | 69,302 | ||||
| Finished goods and component parts | 78,835 | 73,419 | ||||
| Inventoried costs related to U.S. Government and other long-term contracts | 49,270 | 41,029 | ||||
| Gross inventories | 388,169 | 331,700 | ||||
| Less: Inventory reserves | (44,574) | (41,596) | ||||
| Progress payments applied, principally related to long-term contracts | (10,889) | (9,001) | ||||
| Inventories, net | $ | 332,706 | $ | 281,103 | ||
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5. GOODWILL
The Corporation accounts for acquisitions by assigning the purchase price to acquired tangible and intangible assets and liabilities assumed. 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, 2011 are as follows:
| (In thousands) | |||||||||||||
| Flow Control | Motion Control | Metal Treatment | Consolidated | ||||||||||
| December 31, 2010 | $ | 310,047 | $ | 354,607 | $ | 28,918 | $ | 693,572 | |||||
| Acquisitions | 5,191 | 4,108 | 3,476 | 12,775 | |||||||||
| Foreign currency translation adjustment | 1,601 | 9,298 | 171 | 11,070 | |||||||||
| Goodwill adjustments | - | (4,160) | - | (4,160) | |||||||||
| June 30, 2011 | $ | 316,839 | $ | 363,853 | $ | 32,565 | $ | 713,257 | |||||
The purchase price allocations relating to the businesses acquired are initially based on estimates. The Corporation adjusts these estimates based upon final analysis including input from third party appraisals, when deemed appropriate. The determination of fair value is finalized no later than twelve months from acquisition. Goodwill adjustments represent subsequent adjustments to the purchase price allocation for acquisitions as determined by the respective accounting guidance requirements for business combination accounting based on the date of acquisition.
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6. OTHER INTANGIBLE ASSETS, NET
Intangible assets are generally the result of acquisitions and consist primarily of purchased technology and customer related intangibles. Intangible assets are amortized over useful lives that range between 1 to 20 years.
The following tables present the cumulative composition of the Corporation's intangible assets and include $9.9 million of indefinite lived intangible assets within Other intangible assets for both periods presented.
| (In thousands) | |||||||||
| June 30, 2011 | Gross | Accumulated Amortization | Net | ||||||
| Technology | $ | 149,812 | $ | (60,769) | $ | 89,043 | |||
| Customer related intangibles | 200,818 | (75,496) | 125,322 | ||||||
| Other intangible assets | 43,112 | (13,440) | 29,672 | ||||||
| Total | $ | 393,742 | $ | (149,705) | $ | 244,037 | |||
| (In thousands) | |||||||||
| December 31, 2010 | Gross | Accumulated Amortization | Net | ||||||
| Technology | $ | 148,820 | $ | (54,994) | $ | 93,826 | |||
| Customer related intangibles | 189,567 | (68,663) | 120,904 | ||||||
| Other intangible assets | 37,005 | (11,538) | 25,467 | ||||||
| Total | $ | 375,392 | $ | (135,195) | $ | 240,197 | |||
Intangible assets acquired from the Corporation's current year acquisitions include Technology of $4.6 million, Customer related intangibles of $7.3 million, and Other intangible assets of $2.5 million.
Total intangible amortization expense for the six months ended June 30, 2011 was $13.4 million. The estimated amortization expense for the five years ending December 31, 2011 through 2015 is $25.2 million, $24.0 million, $22.2 million, $21.0 million, and $20.0 million, respectively.
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7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Corporation uses financial instruments, such as forward foreign exchange and currency 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. The Corporation does not elect to receive hedge accounting treatment, and thus records forward foreign exchange and currency option contracts at fair value, with the gain or loss on these transactions recorded into earnings in the period in which they occur. The Corporation does not use derivative financial instruments for trading or speculative purposes.
All derivative assets are required to be recognized as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments. These instruments are classified as Other current liabilities and Other current assets. The Corporation utilizes the bid ask pricing that is common in the dealer markets. The dealers are ready to transact at these prices which use the mid-market pricing convention and are considered to be at fair market value. Based upon the fair value hierarchy, all of the foreign exchange derivative forwards are valued at a Level 2 measurement (observable market based inputs or unobservable inputs that are corroborated by market data). The derivative gains and losses are classified within General and administrative expenses.
| (In thousands) | |||||||
| June 30, | December 31, | ||||||
| 2011 | 2010 | ||||||
| Foreign exchange contracts: | |||||||
| Other current assets | $ | 69 | $ | 532 | |||
| Other current liabilities | $ | 23 | $ | 309 | |||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Foreign exchange contracts: | |||||||||||||
| General and administrative expenses | $ | 51 | $ | (390) | $ | 943 | $ | 1,783 | |||||
Debt
The estimated fair value amounts were determined by the Corporation using available market information which is primarily based on quoted market prices for the same or similar issues as of June 30, 2011. The estimated fair values of the Corporation's fixed rate debt instruments at June 30, 2011 aggregated to $308 million compared to a carrying value of $275 million.
The carrying amount of the variable interest rate debt approximates fair value because the interest rates are reset periodically to reflect current market conditions.
The fair values described above 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.
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8. WARRANTY RESERVES
The Corporation provides its customers with warranties on certain commercial and governmental 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) | ||||||
| 2011 | 2010 | |||||
| Warranty reserves at January 1, | $ | 14,841 | $ | 13,479 | ||
| Provision for current year sales | 4,814 | 2,800 | ||||
| Current year claims | (2,450) | (2,873) | ||||
| Change in estimates to pre-existing warranties | (781) | (931) | ||||
| Increase due to acquisitions | - | 25 | ||||
| Foreign currency translation adjustment | 270 | (238) | ||||
| Warranty reserves at June 30, | $ | 16,694 | $ | 12,262 | ||
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9. FACILITIES RELOCATION AND RESTRUCTURING
2009 and 2010 Restructuring Plans
In 2009 and 2010, the Corporation completed a plan to restructure existing operations through a reduction in workforce and consolidation of operating locations both domestically and internationally. During the six months ended June 30, 2010, the Corporation incurred costs of $2.5 million consisting of severance costs to involuntarily terminate certain employees, relocation costs, exit activities of certain facilities, including lease cancellation costs and external legal and consulting fees. These costs were recorded in the Condensed Consolidated Statement of Earnings within General and administrative expenses, Costs of sales, Selling expenses, and Research and development expenses for $1.4 million, $0.9 million, $0.1 million, and $0.1 million, respectively. During 2010, the Corporation incurred total costs of $3.0 million related to this initiative in the Condensed Consolidated Statement of Earnings within General and administrative expenses, Cost of sales, and Selling expenses for $1.7 million, $1.2 million, and $0.1 million, respectively.
Oil and Gas Restructuring Initiative
During the fourth quarter of 2010, the Corporation initiated a restructuring plan within its Oil and Gas division, of the Flow Control segment. The objective of this initiative is to streamline our workflow and consolidate existing facilities. In the fourth quarter of 2010 and during the six months ended June 30, 2011, the Corporation recorded charges of $0.5 million and $0.2 million, respectively, related to severance and benefit costs as part of this initiative. These costs are recorded within General and administrative expenses in the Condensed Consolidated Statement of Earnings. The Corporation is anticipating incurring approximately $0.1 to $0.5 million of additional costs associated with this initiative during the remainder of 2011. As of June 30, 2011, approximately $0.5 million in payments have been made with the remaining payments expected to be made by December 31, 2011.
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10. 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 2010 Annual Report on Form 10-K, as amended. 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, 2011 and 2010 are as follows:
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Service cost | $ | 9,342 | $ | 7,021 | $ | 18,657 | $ | 14,075 | |||||
| Interest cost | 6,566 | 6,261 | 13,108 | 12,557 | |||||||||
| Expected return on plan assets | (7,995) | (6,937) | (15,962) | (13,907) | |||||||||
| Amortization of: | |||||||||||||
| Prior service cost | 301 | 279 | 600 | 557 | |||||||||
| Unrecognized actuarial loss | 1,246 | 766 | 2,489 | 1,532 | |||||||||
| Net periodic benefit cost | $ | 9,460 | $ | 7,390 | $ | 18,892 | $ | 14,814 | |||||
| Curtailment loss (gain) | 53 | - | 53 | (31) | |||||||||
| Total periodic benefit cost | $ | 9,513 | $ | 7,390 | $ | 18,945 | $ | 14,783 | |||||
During the six months ended June 30, 2011, the Corporation made $22 million in contributions to the Curtiss-Wright Pension Plan, and expects to make total contributions of approximately $35 million in 2011. In addition, contributions of $3.4 million were made to the Corporation's foreign benefit plans during the six months ended June 30, 2011. Contributions to the foreign benefit plans are expected to be $4.5 million in 2011.
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, 2011 and 2010 are as follows:
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Service cost | $ | 94 | $ | 189 | $ | 188 | $ | 378 | |||||
| Interest cost | 250 | 434 | 500 | 868 | |||||||||
| Amortization of: | |||||||||||||
| Prior service cost | (157) | - | (314) | - | |||||||||
| Unrecognized actuarial gain | (231) | (156) | (463) | (312) | |||||||||
| Net periodic postretirement benefit cost | $ | (44) | $ | 467 | $ | (89) | $ | 934 | |||||
The reduction in the net periodic postretirement benefit cost is a result of modifications to the EMD Plan benefit design for post 65-retirees which went into effect on January 1, 2011. The change reduced the benefit obligation by approximately $7.0 million.
During the six months ended June 30, 2011, the Corporation paid $0.7 million to the postretirement plans. During 2011, the Corporation anticipates making total contributions of $1.5 million to the postretirement plans.
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11. 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, except stock options outstanding) | |||||||||
| Three Months Ended | Six Months Ended | ||||||||
| June 30, | June 30, | ||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||
| Basic weighted average shares outstanding | 46,311 | 45,743 | 46,250 | 45,691 | |||||
| Dilutive effect of stock options and deferred stock compensation | 704 | 568 | 741 | 542 | |||||
| Diluted weighted average shares outstanding | 47,015 | 46,311 | 46,991 | 46,233 | |||||
As of June 30, 2011 and 2010 there were 660,000 and 672,000 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.
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12. 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 has three reportable segments: Flow Control, Motion Control, and Metal Treatment.
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Net sales | |||||||||||||
| Flow Control | $ | 266,614 | $ | 251,855 | $ | 505,756 | $ | 492,586 | |||||
| Motion Control | 176,893 | 159,491 | 337,163 | 307,736 | |||||||||
| Metal Treatment | 72,059 | 54,880 | 135,320 | 108,830 | |||||||||
| Less: Intersegment revenues | (661) | (4,061) | (1,484) | (5,212) | |||||||||
| Total consolidated | $ | 514,905 | $ | 462,165 | $ | 976,755 | $ | 903,940 | |||||
| Operating income (expense) | |||||||||||||
| Flow Control | $ | 26,532 | $ | 24,855 | $ | 45,164 | $ | 41,524 | |||||
| Motion Control | 18,804 | 18,343 | 35,090 | 32,296 | |||||||||
| Metal Treatment | 10,407 | 6,457 | 20,464 | 12,497 | |||||||||
| Corporate and eliminations (1) | (4,054) | (6,227) | (7,346) | (11,805) | |||||||||
| Total consolidated | $ | 51,689 | $ | 43,428 | $ | 93,372 | $ | 74,512 | |||||
(1) Corporate and eliminations includes pension expense, environmental remediation and administrative expenses, legal, foreign currency transactional gains and losses, and other expenses.
| Adjustments to reconcile operating income to earnings before income taxes: | |||||||||||||
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Total operating income | $ | 51,689 | $ | 43,428 | $ | 93,372 | $ | 74,512 | |||||
| Interest expense | (4,967) | (5,700) | (10,088) | (11,367) | |||||||||
| Other income, net | 29 | 384 | 85 | 536 | |||||||||
| Earnings before income taxes | $ | 46,751 | $ | 38,112 | $ | 83,369 | $ | 63,681 | |||||
| (In thousands) | |||||||||||||
| June 30, | December 31, | ||||||||||||
| 2011 | 2010 | ||||||||||||
| Identifiable assets | |||||||||||||
| Flow Control | $ | 1,158,405 | $ | 1,102,417 | |||||||||
| Motion Control | 921,289 | 873,074 | |||||||||||
| Metal Treatment | 265,472 | 233,356 | |||||||||||
| Corporate and other | 32,999 | 33,171 | |||||||||||
| Total consolidated | $ | 2,378,165 | $ | 2,242,018 | |||||||||
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13. COMPREHENSIVE INCOME
Total comprehensive income for the three and six months ended June 30, 2011 and 2010 are as follows:
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Net earnings | $ | 31,796 | $ | 25,898 | $ | 56,312 | $ | 42,233 | |||||
| Foreign currency translation adjustments, net | 7,516 | (20,958) | 25,210 | (5,239) | |||||||||
| Defined benefit pension and post retirement plans | 551 | 548 | 1,022 | 1,262 | |||||||||
| Total comprehensive income | $ | 39,863 | $ | 5,488 | $ | 82,544 | $ | 38,256 | |||||
The equity adjustment from foreign currency translation represents the effect of translating the assets and liabilities of the Corporation's non-U.S. entities. This amount is impacted year-over-year by foreign currency fluctuations and by the acquisitions of foreign entities.
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14. CONTINGENCIES AND COMMITMENTS
Legal Proceedings
In January 2007, a former executive was awarded approximately $9.0 million in punitive and compensatory damages plus legal costs related to a gender bias lawsuit filed in 2003. The Corporation recorded a $6.5 million accrual related to the lawsuit. In August of 2009, the New Jersey Appellate Division reversed in part and affirmed in part the judgment of the trial court, resulting in the setting aside of the punitive damage award and the front pay award of the Plaintiff's compensatory damages award. The Plaintiff filed a Petition for Certification with the Supreme Court of New Jersey requesting review of the Appellate Division's decision. In December 2010, the Supreme Court of New Jersey issued an opinion reversing the Appellate Division's decision, and reinstated the judgment rendered by the trial court. The Corporation filed a Motion for Reconsideration with the Supreme Court of New Jersey. In the motion, the Corporation requested that the Supreme Court of New Jersey remand the case back to the lower Appellate Division to resolve certain arguments raised by the Corporation regarding the appropriateness of damages. The Supreme Court of New Jersey has granted the Corporation's request for reconsideration and remanded the case back to the lower Appellate Division to decide the remaining undecided arguments raised by the Corporation. The Corporation now waits for the Appellate Division to provide a scheduling order with regards to future briefing and oral argument on the unresolved issues before the Appellate Division. In June 2011, Plaintiff filed a Motion for a Partial Dissolve of the Stay of Judgment requesting the Trial Court to authorize payment of counsel fees and economic damages associated with the affirmed discrimination charge in this matter. The total accrual related to the lawsuit as of June 30, 2011 is approximately $10.6 million and recorded within Other current liabilities of the Condensed Consolidated Balance Sheets.
Consistent with other entities its size, the Corporation is a 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 adverse effect on the Corporation's results of operations or financial position.
Environmental Matters
The Corporation's environmental obligations have not changed significantly from December 31, 2010. The aggregate environmental liability was $20.7 million at June 30, 2011 and $20.8 million at December 31, 2010. All environmental reserves exclude any potential recovery from insurance carriers or third-party legal actions.
The Corporation, through its Flow Control segment, has several NRC licenses necessary for the continued operation of its commercial nuclear operations. In connection with these licenses, the NRC required financial assurance from the Corporation in the form of a parent company guarantee, representing estimated environmental decommissioning and remediation costs associated with the commercial operations covered by the licenses. The guarantee for the decommissioning costs of the refurbishment facility, which is estimated for 2017, is $4.5 million.
Letters of Credit and Other Arrangements
The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment on certain Industrial Revenue Bonds, future performance on certain contracts to provide products and services, and to secure advance payments the Corporation has received from certain international customers. At June 30, 2011 and December 31, 2010, the Corporation had contingent liabilities on outstanding letters of credit of $57.2 million and $47.0 million, respectively.
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. The first RCP was scheduled for delivery in the fourth quarter of 2011. During the final phase of testing, the Corporation detected a localized heating issue in the pump stator. The Corporation is taking the necessary steps to ensure the long-term reliability and safety of the RCP. As a result of addressing the heating issue, the Corporation increased the estimated contract costs in the second quarter of 2011, which did not result in a material impact to our quarterly financial results. Based upon current negotiations with the customer, the Corporation believes that the existing contract will be modified to reflect revised delivery dates and that any damage or incentive provisions will be revised accordingly. Based upon the information available, the Corporation does not believe that the ultimate outcome will result in a material impact to our operations or cash flows.
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15. SUBSEQUENT EVENTS
IMR Test Labs
On July 22, 2011, the Corporation acquired the assets of IMR Test Labs (“IMR”), for approximately $20.0 million in cash. The Corporation paid $18.0 million at closing, with $2.0 million held back as security for potential indemnification claims. The agreement also provides for contingent consideration based on achievement of certain sales targets over a two-year period. Management funded the purchase primarily from the Corporation's revolving credit facility, and excess cash on hand. IMR is a provider of mechanical and metallurgical testing services for the aerospace, power generation, and general industrial markets and will operate within the Corporation's Metal Treatment segment. Revenues of the acquired business were approximately $14 million for the year ended December 31, 2010.
ACRA Control Ltd.
On July 28, 2011, the Corporation acquired the stock of ACRA Control Ltd. (“ACRA”) for €42.0 million (approximately $61.0 million) in cash, net of cash acquired. Management funded the purchase primarily from the Corporation's revolving credit facility and cash generated from foreign operations. ACRA is a supplier of data acquisition systems and networks, data recorders, and telemetry ground stations for both defense and commercial aerospace markets. ACRA will operate within the Corporation's Motion Control segment and had revenues of approximately €20.5 million ($27.1 million) for its fiscal year ended March 31, 2011.
Legacy Distribution Business
On July 29, 2011, the Corporation sold the assets of the legacy distribution business in its Valve Systems and Controls operation to McJunkin Red Man Corporation for $4.6 million in cash, subject to adjustment based on closing inventory values. Working capital, exclusive of inventory, was retained by the Corporation. The determination was made to divest the business because it was not considered a core business of the Corporation. The Corporation will not report the disposal as discontinued operations as the amounts are not considered significant. This business was part of the Flow Control segment and contributed $13.7 million in sales and a pretax loss of $0.3 million for the year ended December 31, 2010.
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1. BASIS OF PRESENTATION
Curtiss-Wright Corporation and its subsidiaries (“the Corporation”) 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. Operations are conducted through 58 manufacturing facilities and 64 metal treatment service facilities.
The unaudited condensed consolidated financial statements include the accounts of Curtiss-Wright and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated.
The unaudited condensed consolidated financial statements of the Corporation have been prepared in conformity with the United States of America generally accepted accounting principles (“U.S. GAAP”), 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. 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. Actual results may differ from these estimates. 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 2010 Annual Report on Form 10-K, as amended. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.
Revenue Recognition – Milestone Method
In April 2010, new guidance was issued that provides the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate, as well as the associated disclosure requirements. The new guidance clarifies that a vendor can recognize consideration that is contingent on achieving a milestone as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
Revenue Arrangements with Multiple Deliverables
In September 2009, new guidance was issued on revenue arrangements with multiple deliverables. The new guidance modifies the requirements for determining whether a deliverable can be treated as a separate unit of accounting by removing the criteria that verifiable and objective evidence of fair value exists for undelivered items, establishes a selling price hierarchy to help entities allocate arrangement consideration to separate units of account, requires the relative selling price allocation method for all arrangements, and expands required disclosures. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
Certain Revenue Arrangements That Include Software Elements
In September 2009, new guidance was issued on certain revenue arrangements that include software elements. The new guidance amended past guidance on software revenue recognition to exclude from scope all tangible products containing both software and non-software elements that function together to interdependently deliver the product's essential functionality. The new guidance is effective for fiscal years beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Corporation's results of operations or financial condition.
Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS
In May 2011, new guidance was issued that amends the current fair value measurement and disclosure guidance to increase transparency around valuation inputs and investment categorization. The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards. The new guidance is effective for annual and interim reporting periods beginning on or after December 15, 2011 and is to be adopted prospectively as early adoption is not permitted. The adoption of this guidance is not expected to have a material impact on the Corporation's results of operations or financial condition.
Other Comprehensive Income: Presentation of Comprehensive Income
In June 2011, new guidance was issued that amends the current comprehensive income guidance. The amendment allows the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single or continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The new guidance is to be applied retrospectively and is effective for fiscal years, and interim periods, beginning after December 15, 2011. The adoption of this new guidance will not have an impact on the Corporation's consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation of other comprehensive income.
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| (In thousands) | |||
| Inventory | $ | 1,514 | |
| Property, plant, and equipment | 12,774 | ||
| Intangible assets | 3,000 | ||
| Current liabilities | (263) | ||
| Net tangible and intangible assets | 17,025 | ||
| Purchase price | 20,501 | ||
| Goodwill | $ | 3,476 |
| (US dollars, in thousands) | |||
| Accounts receivable | $ | 852 | |
| Inventory | 11,831 | ||
| Property, plant, and equipment | 672 | ||
| Other current assets | 402 | ||
| Intangible assets | 6,697 | ||
| Current liabilities | (6,045) | ||
| Net tangible and intangible assets | 14,409 | ||
| Purchase price | 19,600 | ||
| Goodwill | $ | 5,191 |
| (In thousands) | |||
| Accounts receivable | $ | 862 | |
| Inventory | 1,856 | ||
| Property, plant, and equipment | 2,100 | ||
| Other current assets | 67 | ||
| Intangible assets | 4,700 | ||
| Current liabilities | (190) | ||
| Net tangible and intangible assets | 9,395 | ||
| Purchase price | 13,503 | ||
| Goodwill | $ | 4,108 |
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| (In thousands) | |||||||
| June 30, | December 31, | ||||||
| 2011 | 2010 | ||||||
| Billed receivables: | |||||||
| Trade and other receivables | $ | 311,139 | $ | 282,483 | |||
| Less: Allowance for doubtful accounts | (5,058) | (3,972) | |||||
| Net billed receivables | 306,081 | 278,511 | |||||
| Unbilled receivables: | |||||||
| Recoverable costs and estimated earnings not billed | 222,455 | 210,766 | |||||
| Less: Progress payments applied | (26,668) | (27,645) | |||||
| Net unbilled receivables | 195,787 | 183,121 | |||||
| Receivables, net | $ | 501,868 | $ | 461,632 | |||
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| (In thousands) | ||||||
| June 30, | December 31, | |||||
| 2011 | 2010 | |||||
| Raw material | $ | 159,868 | $ | 147,950 | ||
| Work-in-process | 100,196 | 69,302 | ||||
| Finished goods and component parts | 78,835 | 73,419 | ||||
| Inventoried costs related to U.S. Government and other long-term contracts | 49,270 | 41,029 | ||||
| Gross inventories | 388,169 | 331,700 | ||||
| Less: Inventory reserves | (44,574) | (41,596) | ||||
| Progress payments applied, principally related to long-term contracts | (10,889) | (9,001) | ||||
| Inventories, net | $ | 332,706 | $ | 281,103 | ||
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| (In thousands) | |||||||||||||
| Flow Control | Motion Control | Metal Treatment | Consolidated | ||||||||||
| December 31, 2010 | $ | 310,047 | $ | 354,607 | $ | 28,918 | $ | 693,572 | |||||
| Acquisitions | 5,191 | 4,108 | 3,476 | 12,775 | |||||||||
| Foreign currency translation adjustment | 1,601 | 9,298 | 171 | 11,070 | |||||||||
| Goodwill adjustments | - | (4,160) | - | (4,160) | |||||||||
| June 30, 2011 | $ | 316,839 | $ | 363,853 | $ | 32,565 | $ | 713,257 | |||||
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| (In thousands) | |||||||||
| June 30, 2011 | Gross | Accumulated Amortization | Net | ||||||
| Technology | $ | 149,812 | $ | (60,769) | $ | 89,043 | |||
| Customer related intangibles | 200,818 | (75,496) | 125,322 | ||||||
| Other intangible assets | 43,112 | (13,440) | 29,672 | ||||||
| Total | $ | 393,742 | $ | (149,705) | $ | 244,037 | |||
| (In thousands) | |||||||||
| December 31, 2010 | Gross | Accumulated Amortization | Net | ||||||
| Technology | $ | 148,820 | $ | (54,994) | $ | 93,826 | |||
| Customer related intangibles | 189,567 | (68,663) | 120,904 | ||||||
| Other intangible assets | 37,005 | (11,538) | 25,467 | ||||||
| Total | $ | 375,392 | $ | (135,195) | $ | 240,197 | |||
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| (In thousands) | |||||||
| June 30, | December 31, | ||||||
| 2011 | 2010 | ||||||
| Foreign exchange contracts: | |||||||
| Other current assets | $ | 69 | $ | 532 | |||
| Other current liabilities | $ | 23 | $ | 309 | |||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Foreign exchange contracts: | |||||||||||||
| General and administrative expenses | $ | 51 | $ | (390) | $ | 943 | $ | 1,783 | |||||
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| (In thousands) | ||||||
| 2011 | 2010 | |||||
| Warranty reserves at January 1, | $ | 14,841 | $ | 13,479 | ||
| Provision for current year sales | 4,814 | 2,800 | ||||
| Current year claims | (2,450) | (2,873) | ||||
| Change in estimates to pre-existing warranties | (781) | (931) | ||||
| Increase due to acquisitions | - | 25 | ||||
| Foreign currency translation adjustment | 270 | (238) | ||||
| Warranty reserves at June 30, | $ | 16,694 | $ | 12,262 | ||
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| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Service cost | $ | 9,342 | $ | 7,021 | $ | 18,657 | $ | 14,075 | |||||
| Interest cost | 6,566 | 6,261 | 13,108 | 12,557 | |||||||||
| Expected return on plan assets | (7,995) | (6,937) | (15,962) | (13,907) | |||||||||
| Amortization of: | |||||||||||||
| Prior service cost | 301 | 279 | 600 | 557 | |||||||||
| Unrecognized actuarial loss | 1,246 | 766 | 2,489 | 1,532 | |||||||||
| Net periodic benefit cost | $ | 9,460 | $ | 7,390 | $ | 18,892 | $ | 14,814 | |||||
| Curtailment loss (gain) | 53 | - | 53 | (31) | |||||||||
| Total periodic benefit cost | $ | 9,513 | $ | 7,390 | $ | 18,945 | $ | 14,783 | |||||
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Service cost | $ | 94 | $ | 189 | $ | 188 | $ | 378 | |||||
| Interest cost | 250 | 434 | 500 | 868 | |||||||||
| Amortization of: | |||||||||||||
| Prior service cost | (157) | - | (314) | - | |||||||||
| Unrecognized actuarial gain | (231) | (156) | (463) | (312) | |||||||||
| Net periodic postretirement benefit cost | $ | (44) | $ | 467 | $ | (89) | $ | 934 | |||||
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| (In thousands, except stock options outstanding) | |||||||||
| Three Months Ended | Six Months Ended | ||||||||
| June 30, | June 30, | ||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||
| Basic weighted average shares outstanding | 46,311 | 45,743 | 46,250 | 45,691 | |||||
| Dilutive effect of stock options and deferred stock compensation | 704 | 568 | 741 | 542 | |||||
| Diluted weighted average shares outstanding | 47,015 | 46,311 | 46,991 | 46,233 | |||||
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| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Net sales | |||||||||||||
| Flow Control | $ | 266,614 | $ | 251,855 | $ | 505,756 | $ | 492,586 | |||||
| Motion Control | 176,893 | 159,491 | 337,163 | 307,736 | |||||||||
| Metal Treatment | 72,059 | 54,880 | 135,320 | 108,830 | |||||||||
| Less: Intersegment revenues | (661) | (4,061) | (1,484) | (5,212) | |||||||||
| Total consolidated | $ | 514,905 | $ | 462,165 | $ | 976,755 | $ | 903,940 | |||||
| Operating income (expense) | |||||||||||||
| Flow Control | $ | 26,532 | $ | 24,855 | $ | 45,164 | $ | 41,524 | |||||
| Motion Control | 18,804 | 18,343 | 35,090 | 32,296 | |||||||||
| Metal Treatment | 10,407 | 6,457 | 20,464 | 12,497 | |||||||||
| Corporate and eliminations (1) | (4,054) | (6,227) | (7,346) | (11,805) | |||||||||
| Total consolidated | $ | 51,689 | $ | 43,428 | $ | 93,372 | $ | 74,512 | |||||
| Adjustments to reconcile operating income to earnings before income taxes: | |||||||||||||
| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Total operating income | $ | 51,689 | $ | 43,428 | $ | 93,372 | $ | 74,512 | |||||
| Interest expense | (4,967) | (5,700) | (10,088) | (11,367) | |||||||||
| Other income, net | 29 | 384 | 85 | 536 | |||||||||
| Earnings before income taxes | $ | 46,751 | $ | 38,112 | $ | 83,369 | $ | 63,681 | |||||
| (In thousands) | |||||||||||||
| June 30, | December 31, | ||||||||||||
| 2011 | 2010 | ||||||||||||
| Identifiable assets | |||||||||||||
| Flow Control | $ | 1,158,405 | $ | 1,102,417 | |||||||||
| Motion Control | 921,289 | 873,074 | |||||||||||
| Metal Treatment | 265,472 | 233,356 | |||||||||||
| Corporate and other | 32,999 | 33,171 | |||||||||||
| Total consolidated | $ | 2,378,165 | $ | 2,242,018 | |||||||||
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| (In thousands) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||
| Net earnings | $ | 31,796 | $ | 25,898 | $ | 56,312 | $ | 42,233 | |||||
| Foreign currency translation adjustments, net | 7,516 | (20,958) | 25,210 | (5,239) | |||||||||
| Defined benefit pension and post retirement plans | 551 | 548 | 1,022 | 1,262 | |||||||||
| Total comprehensive income | $ | 39,863 | $ | 5,488 | $ | 82,544 | $ | 38,256 | |||||
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