8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2013

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-14962	04-3477276
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification No.)

30 CORPORATE DRIVE, SUITE 200

BURLINGTON, MASSACHUSETTS 01803-4238

(Address of principal executive offices) (Zip Code)

(781) 270-1200

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

By press release dated August 1, 2013, the Company announced its financial results for the three months ended June 30, 2013. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.

In the press release and accompanying supplemental information, the Company uses the following non-GAAP financial measures: free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted earnings per share (EPS). Management of the Company believes that free cash flow (defined as net cash flow from operating activities, less capital expenditures) is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations.EBIT (defined as net income plus interest expense, net, plus provision for income taxes), EBITDA (defined as net income plus interest expense, net, plus provision for income taxes, plus depreciation and amortization), adjusted operating income (defined as operating income, excluding the impact of restructuring related inventory, impairment and special charges), and adjusted EPS (defined as earnings per common share, excluding restructuring related inventory, impairment and special charges, net of tax) are provided because management believes these measurements are useful for investors and financial institutions to analyze and compare companies on the basis of operating performance. Free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS are not measurements for financial performance under GAAP and should not be construed as a substitute for cash flows, operating income, net income or earnings per share. Free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS as we have calculated here, may not necessarily be comparable to similarly titled measures used by other companies. A reconciliation of free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS to the most directly comparable GAAP financial measure is provided in the supplemental information table titled “Reconciliation of Key Performance Measures to Commonly Used Generally Accepted Accounting Principle Terms” which is included as an attachment to the press release.

Item 9.01Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release regarding Earnings, Dated August 1, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2013    CIRCOR INTERNATIONAL, INC.

_/s/ Frederic M. Burditt____________________

By: Frederic M. Burditt

Title: Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

CIRCOR Reports Second-Quarter 2013 Financial Results

Burlington, MA - August 1, 2013- CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for markets including oil & gas, power generation and aerospace, today announced financial results for the second quarter ended June 30, 2013.

Second Quarter 2013 Highlights

• Adjusted operating margin up 160 basis points to 10%, highest in four years

• Adjusted EPS of $0.81 increased 27%

• Organic revenue growth of 2%

• Secured large specialty high pressure ball valve order for emerging FPSO technology

• Completed previously announced restructuring - on track to deliver annualized savings of $7 million

• Announced first step of CIRCOR simplification process

Management Comments

“We delivered a strong quarter due to our continued focus on growth, margin expansion and cash generation,” said Scott Buckhout, CIRCOR's President and Chief Executive Officer. “Revenue increased sequentially in all three segments, while our adjusted operating margin expanded to 10% -- our highest level in four years.

“Our strategy to drive growth in the most innovative parts of our markets is delivering results. During the second quarter, we won a large order for high pressure ball valves to be used for emerging floating production, storage and off-loading technology.

“We are also pleased to have completed our previously announced restructuring initiatives on time and under budget. Through these projects, we delivered more than $1 million of savings in the second quarter and are on pace to deliver the $7 million of annualized savings that we had projected.”

Added Buckhout, “Today we are announcing the first step of a new initiative to simplify CIRCOR, thereby reducing costs, growing margins and enhancing shareholder value. We are implementing three new restructuring actions designed to further reduce complexity and cost. This includes closing two facilities and downsizing another, reducing our overhead, eliminating legacy ERP systems, and increasing the utilization of our low cost manufacturing and design capabilities in India. We expect these actions will result in annualized savings of approximately $4 million.”

Second Quarter Results

Revenues for the second quarter of 2013 increased 2% to $223.6 million, from $219.9 million in the second quarter of 2012. Net income for the second quarter of 2013, including the impact of special charges of $2.0 million, was $12.7 million, or $0.72 per diluted share, compared with net income of $11.1 million, or $0.64 per diluted share, for the second quarter of 2012. Adjusted earnings per diluted share in the second quarter of 2013, excluding the impact of the special charges, was $0.81, a 27% increase compared with $0.64 in the prior year's second-quarter.

The Company received orders totaling $200.1 million during the second quarter of 2013, a decrease of 12% compared with the second quarter of 2012, due primarily to lower Energy orders in the international project business. The Energy business experienced a particularly difficult comparison with last year when CIRCOR booked a $22 million order in the large project business. Backlog as of June 30, 2013 increased 3% to $433.5 million from June 30, 2012.

During the second quarter of 2013, the Company generated $9.5 million of free cash flow, up $4.4 million from the same period in 2012.

Third Quarter Guidance

For the third quarter of 2013, the Company expects revenues to be in the range of $212 to $218 million. In addition, CIRCOR expects to record special charges comprised of a gain of approximately $3.1 million related to a settlement on the Brazil arbitration and restructuring related-charges of between $1.5 and $1.7 million. Excluding these charges, adjusted earnings are expected to be in the range of $0.76 to $0.83 per diluted share in the third quarter of 2013.

Segment Results

Energy

Energy segment revenues decreased 2% to $110.8 million for the second quarter versus the same period in 2012.

For the second quarter of 2013, the Energy segment's adjusted operating margin increased 270 basis points to 13.8% year over year.

Incoming orders for the second quarter of 2013 were $107.2 million, a decrease of 16% year over year, as a result of lower large international project bookings. While the level of large international project inquiries and quoting remains comparable to 2012, the time to finalize orders from the original quotes has been increasing. This is likely the result of projects being delayed. In addition, the comparison with the second quarter of 2012 was difficult due to a $22 million project received in that quarter. Ending backlog totaled $213.7 million, an increase of 8% year over year.

Flow Technologies

Flow Technologies segment revenues increased 6% to $74.6 million for the second quarter of 2013.

Flow Technologies adjusted operating margin for the second quarter of 2013 increased 200 basis points to 14.8%.

Incoming orders for the Flow Technologies segment were $66.0 million for the second quarter of 2013, a decrease of 6% year over year. Ending backlog totaled $67.9 million, a decrease of 9% compared with the same period last year.

Aerospace

Aerospace segment revenues increased 6% to $38.2 million for the second quarter.

Aerospace segment adjusted operating margin for the second quarter of 2013 decreased slightly to 8.6% from 8.8% in the second quarter of 2012. Segment margins were up 510 basis points sequentially as the benefits of the restructuring program started to impact the business.

Incoming orders for the second quarter of 2013 were $26.9 million, a decrease of 6% year over year. Ending backlog totaled $151.9 million, an increase of 1% year over year.

Conference Call Information

CIRCOR International will hold a conference call to review its financialresults today, August 1, 2013, at 10:00 a.m. ET. Those who wish to listen to the conference call and view the accompanying presentation slides should visit “Webcasts & Presentations” in the “Investors” portion of the CIRCOR website. The call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. The webcast will be archived for one year on the Company's website.

Use of Non-GAAP Financial Measures

Adjusted net income, adjusted earnings per diluted share, adjusted operating margin, and free cash flow are non-GAAP financial measures and are intended to serve as a complement to results provided in accordance with accounting principles generally accepted in the United States. Free cash flow is defined as net cash from operating activities less capital expenditures. CIRCOR believes that such information provides an additional measurement and consistent historical comparison of the Company's performance. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available in this news release.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR's future performance, including third-quarter revenue and earnings guidance and estimated total annualized pre-tax savings from restructuring actions.Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About CIRCOR International, Inc.

CIRCOR International, Inc. designs, manufactures and markets valves and other highly engineered products for markets including energy, oil & gas, power generation and aerospace. With more than 7,500 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCOR's culture, built on the CIRCOR Business System, is defined by the Company's commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Company's strategy includes growing organically by investing in new, differentiated products; adding value to component products; and increasing the development of mission-critical subsystems and solutions. CIRCOR also plans to leverage its strong balance sheet to acquire strategically complementary businesses. For more information, visit the Company's investor relations web site at http://investors.circor.com.

Contact:

Frederic M. Burditt

Chief Financial Officer

CIRCOR International

(781) 270-1200

CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share data) (UNAUDITED)
	Three Months Ended						Six Months Ended
	June 30, 2013			July 1, 2012			June 30, 2013			July 1, 2012
Net revenues	$	223,644		$	219,862		$	429,042		$	434,142
Cost of revenues	153,538			156,046			299,086			311,714
GROSS PROFIT	70,106			63,816			129,956			122,428
Selling, general and administrative expenses	47,596			45,337			93,168			90,249
Special charges	2,254			—			3,632			—
OPERATING INCOME	20,256			18,479			33,156			32,179
Other (income) expense:
Interest income	(79		)	(78		)	(122		)	(161		)
Interest expense	917			1,095			1,747			2,259
Other, net	626			184			1,239			322
TOTAL OTHER EXPENSE	1,464			1,201			2,864			2,420
INCOME BEFORE INCOME TAXES	18,792			17,278			30,292			29,759
Provision for income taxes	6,124			6,142			9,715			10,038
NET INCOME	$	12,668		$	11,136		$	20,577		$	19,721
Earnings per common share:
Basic	$	0.72		$	0.64		$	1.17		$	1.14
Diluted	$	0.72		$	0.64		$	1.17		$	1.13
Weighted average number of common shares outstanding:
Basic	17,565			17,422			17,539			17,369
Diluted	17,607			17,451			17,569			17,421

CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (UNAUDITED)
	Six Months Ended
	June 30, 2013			July 1, 2012
OPERATING ACTIVITIES
Net income	$	20,577		$	19,721
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	8,035			7,833
Amortization	1,509			1,887
Payment for Leslie bankruptcy settlement	—			(1,000		)
Compensation expense of share-based plans	2,156			2,317
Tax effect of share-based compensation	(422		)	499
(Gain) loss on property, plant and equipment	(129		)	133
Changes in operating assets and liabilities, net of effects from business acquisitions:
Trade accounts receivable	(9,406		)	(6,312		)
Inventories	(4,059		)	(5,340		)
Prepaid expenses and other assets	(2,412		)	(1,408		)
Accounts payable, accrued expenses and other liabilities	3,583			(9,559		)
Net cash provided by operating activities	19,432			8,771
INVESTING ACTIVITIES
Additions to property, plant and equipment	(8,808		)	(10,783		)
Proceeds from the sale of property, plant and equipment	314			31
Net cash used in investing activities	(8,494		)	(10,752		)
FINANCING ACTIVITIES
Proceeds from long-term debt	74,255			108,943
Payments of long-term debt	(84,679		)	(117,944		)
Dividends paid	(1,340		)	(1,331		)
Proceeds from the exercise of stock options	1,498			94
Tax effect of share-based compensation	422			(499		)
Net cash used in financing activities	(9,844		)	(10,737		)
Effect of exchange rate changes on cash and cash equivalents	(2,002		)	(723		)
DECREASE IN CASH AND CASH EQUIVALENTS	(907		)	(13,441		)
Cash and cash equivalents at beginning of period	61,738			54,855
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	60,831		$	41,414

CIRCOR INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (UNAUDITED)
	June 30, 2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	60,831		$	61,738
Short-term investments	96			101
Trade accounts receivable, less allowance for doubtful accounts	158,286			150,825
Inventories	199,764			198,005
Prepaid expenses and other current assets	17,661			16,510
Deferred income tax asset	15,431			15,505
Current income tax receivable	2,171			—
Assets held for sale	542			542
Total Current Assets	454,782			443,226
PROPERTY, PLANT AND EQUIPMENT, NET	104,477			105,903
OTHER ASSETS:
Goodwill	75,491			77,428
Intangibles, net	42,436			45,157
Deferred income tax asset	25,283			30,064
Other assets	6,957			8,203
TOTAL ASSETS	$	709,426		$	709,981
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	84,245		$	80,361
Accrued expenses and other current liabilities	59,240			67,235
Accrued compensation and benefits	25,596			26,540
Income taxes payable	3,996			393
Notes payable and current portion of long-term debt	7,206			7,755
Total Current Liabilities	180,283			182,284
LONG-TERM DEBT, NET OF CURRENT PORTION	52,345			62,729
DEFERRED INCOME TAXES	9,797			10,744
OTHER NON-CURRENT LIABILITIES	34,850			35,977
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.01 par value; 29,000,000 shares authorized; 17,575,362 and 17,445,687 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	176			174
Additional paid-in capital	265,940			262,744
Retained earnings	177,748			158,509
Accumulated other comprehensive loss, net of taxes	(11,713		)	(3,180		)
Total Shareholders’ Equity	432,151			418,247
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	709,426		$	709,981

CIRCOR INTERNATIONAL, INC. SUMMARY OF ORDERS AND BACKLOG (in millions) UNAUDITED
	Three Months Ended				Six Months Ended
	June 30, 2013		July 1, 2012		June 30, 2013		July 1, 2012
ORDERS (1)
Energy	$	107.2	$	128.2	$	217.4	$	263.9
Aerospace	26.9		28.5		69.1		68.7
Flow Technologies	66.0		70.5		140.4		143.4
Total orders	$	200.1	$	227.2	$	426.9	$	476.0
BACKLOG (2)	June 30, 2013		July 1, 2012
Energy	$	213.7	$	197.4
Aerospace	151.9		150.6
Flow Technologies	67.9		74.3
Total backlog	$	433.5	$	422.3
Note 1: Orders do not include the foreign exchange impact due to the re-measurement of customer order backlog amounts denominated in foreign currencies.
Note 2: Backlog includes all unshipped customer orders.

CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except earnings per share) UNAUDITED
	2012															2013
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
NET REVENUES
Energy	$	109,264		$	113,527		$	109,968		$	96,582		$	429,341		$	96,722		$	110,832		$	207,554
Aerospace	38,085			35,896			31,795			35,316			141,092			37,326			38,177			75,503
Flow Technologies	66,931			70,439			68,041			69,707			275,119			71,350			74,635			145,985
Total	214,280			219,862			209,804			201,605			845,552			205,398			223,644			429,042
* ADJUSTED OPERATING MARGIN
Energy	8.2		%	11.1		%	14.0		%	12.5		%	11.4		%	11.1		%	13.8		%	12.5		%
Aerospace	10.8		%	8.8		%	4.2		%	3.5		%	7.0		%	3.5		%	8.6		%	6.1		%
Flow Technologies	11.3		%	12.8		%	13.1		%	13.1		%	12.6		%	12.7		%	14.8		%	13.8		%
Segment operating margin	9.6		%	11.3		%	12.2		%	11.1		%	11.1		%	10.3		%	13.2		%	11.8		%
Corporate expenses	(3.2		)%	(2.9		)%	(3.4		)%	(3.4		)%	(3.2		)%	(3.2		)%	(3.3		)%	(3.2		)%
* Adjusted operating margin	6.4		%	8.4		%	8.8		%	7.8		%	7.8		%	7.1		%	10.0		%	8.6		%
Restructuring inventory charges	0.0		%	0.0		%	2.0		%	0.0		%	0.5		%	0.1		%	(0.1		)%	0.0		%
Impairment charges	0.0		%	0.0		%	4.9		%	0.0		%	1.2		%	0.0		%	0.0		%	0.0		%
Special charges	0.0		%	0.0		%	0.7		%	1.9		%	0.6		%	0.7		%	1.0		%	0.8		%
Total operating margin	6.4		%	8.4		%	1.3		%	5.8		%	5.5		%	6.3		%	9.1		%	7.7		%

CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except earnings per share) UNAUDITED
	2012															2013
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
* ADJUSTED OPERATING INCOME
Energy	8,928			12,580			15,432			12,100			49,040			10,751			15,271			26,022
Aerospace	4,124			3,153			1,324			1,234			9,835			1,320			3,271			4,591
Flow Technologies	7,587			9,043			8,919			9,105			34,654			9,044			11,065			20,109
Segment operating income	20,639			24,776			25,675			22,439			93,529			21,115			29,607			50,722
Corporate expenses	(6,939		)	(6,297		)	(7,170		)	(6,802		)	(27,207		)	(6,588		)	(7,339		)	(13,926		)
* Adjusted operating income	13,700			18,479			18,505			15,637			66,322			14,528			22,268			36,796
Restructuring inventory charges	—			—			4,124			37			4,161			250			(242		)	8
Impairment charges	—			—			10,348			—			10,348			—			—			—
Special charges	—			—			1,377			3,905			5,282			1,378			2,254			3,632
Total operating income	13,700			18,479			2,656			11,695			46,531			12,900			20,256			33,156
INTEREST EXPENSE, NET	(1,081		)	(1,017		)	(1,122		)	(1,038		)	(4,258		)	(787		)	(838		)	(1,625		)
OTHER EXPENSE, NET	(138		)	(184		)	(564		)	373			(514		)	(612		)	(626		)	(1,239		)
PRETAX INCOME	12,481			17,278			970			11,030			41,759			11,501			18,792			30,293
(PROVISION) BENEFIT FOR INCOME TAXES	(3,896		)	(6,142		)	899			(1,822		)	(10,960		)	(3,592		)	(6,124		)	(9,715		)
EFFECTIVE TAX RATE	31.2		%	35.5		%	(92.8		)%	16.5		%	26.2		%	31.2		%	32.6		%	32.1		%
NET INCOME	$	8,585		$	11,136		$	1,869		$	9,208		$	30,799		$	7,908		$	12,668		$	20,577
Weighted Average Common Shares Outstanding (Diluted)	17,390			17,451			17,467			17,499			17,452			17,529			17,607			17,569
EARNINGS PER COMMON SHARE (Diluted)	$	0.49		$	0.64		$	0.11		$	0.53		$	1.76		$	0.45		$	0.72		$	1.17
ADJUSTED EBITDA	$	18,534		$	23,043		$	22,809		$	16,808		$	81,194		$	18,682		$	26,419		$	45,101
ADJUSTED EBITDA AS A % OF SALES	8.6		%	10.5		%	10.9		%	8.3		%	9.6		%	9.1		%	11.8		%	10.5		%
CAPITAL EXPENDITURES	$	4,122		$	6,661		$	3,314		$	4,073		$	18,170		$	4,707		$	4,100		$	8,807
* Adjusted Operating Income & Margin exclude inventory restructuring, impairment and special charges.

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except earnings per share) UNAUDITED
	2012						2013
	1ST QTR	2ND QTR		3RD QTR	4TH QTR	TOTAL	1ST QTR	2ND QTR			TOTAL
FREE CASH FLOW [NET CASH FLOW FROM OPERATING ACTIVITIES LESS CAPITAL EXPENDITURES]	$(7,089)	$5,077		$18,746	$25,619	$42,353	$1,100	$	9,525		$	10,625
ADD:
Capital Expenditures	4,122	6,661		3,314	4,073	18,170	4,707	4,100			8,807
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$(2,967)	$11,738		$22,060	$29,692	$60,523	$5,807	$	13,625		$	19,432
NET DEBT [TOTAL DEBT LESS CASH & CASH EQUIVALENTS LESS INVESTMENTS]	$57,263	$54,376		$34,706	$8,645	$8,645	$8,814	$	(1,376	)	$	(1,376	)
ADD:
Cash & Cash Equivalents	41,291	41,414		48,976	61,738	61,738	57,633	60,831			60,831
Investments	101	98		102	101	101	99	96			96
TOTAL DEBT	$98,655	$95,888		$83,784	$70,484	$70,484	$66,546	$	59,551		$	59,551
DEBT AS % OF EQUITY	25%	24%		20%	17%	17%	16%	14		%	14		%
TOTAL DEBT	98,655	95,888		83,784	70,484	70,484	66,546	59,551			59,551
TOTAL SHAREHOLDERS' EQUITY	399,018	397,957		409,016	418,247	418,247	418,819	432,151			432,151
EBIT [NET INCOME LESS INCOME TAXES LESS INTEREST EXPENSE, NET]	$13,562	$	18,295	$2,092	$12,068	$46,017	$12,287	$	19,630		$	31,917
LESS:
Interest expense, net	(1,081)	(1,017)		(1,122)	(1,038)	(4,258)	(787)	(838		)	(1,625		)
(Provision) benefit for income taxes	(3,896)	(6,142)		899	(1,822)	(10,960)	(3,592)	(6,124		)	(9,715		)
NET INCOME	$8,585	$11,136		$1,869	$9,208	$30,799	$7,908	$	12,668		$	20,577

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except earnings per share) UNAUDITED
	2012								2013
	1ST QTR	2ND QTR		3RD QTR	4TH QTR		TOTAL		1ST QTR	2ND QTR			TOTAL
ADJUSTED OPERATING INCOME [OPERATING INCOME EXCLUDING INVENTORY RESTRUCTURING, IMPAIRMENT AND SPECIAL CHARGES]	$13,700	$	18,479	$18,505	$	15,600	$	66,322	$14,528	$	22,268		$	36,796
LESS:
Inventory restructuring charges	—	—		4,124	37		4,161		250	(242		)	8
Impairment charges	—	—		10,348	—		10,348		—	—			—
Special charges	—	—		1,377	3,905		5,282		1,378	2,254			3,632
OPERATING INCOME	$13,700	$18,479		$2,656	$11,695		$46,531		$12,900	$	20,256		$	33,156
ADJUSTED NET INCOME [NET INCOME EXCLUDING INVENTORY RESTRUCTURING, IMPAIRMENT AND SPECIAL CHARGES, NET OF TAX]	$8,585	$11,136		$12,171	$11,770		$43,663		$9,043	$14,044			$23,088
LESS:
Inventory restructuring charges, net of tax	—	—		2,681	24		2,705		174	(165)			9
Impairment charges, net of tax	—	—		6,726	—		6,726		—	—			—
Special charges, net of tax	—	—		895	2,538		3,433		961	1,541			2,502
NET INCOME	$8,585	$11,136		$1,869	$9,208		$30,799		$7,908	$12,668			$20,577
ADJUSTED EARNINGS PER SHARE [EPS EXCLUDING INVENTORY RESTRUCTURING, IMPAIRMENT AND SPECIAL CHARGES, NET OF TAX]	$0.49	$0.64		$0.77	$0.69		$	2.59	$0.52	$	0.81		$	1.33
LESS:
Inventory restructuring charges, net of tax	$—	$—		$0.17	$—		$0.17		$0.01	$	(0.01	)	$	—
Impairment charges, net of tax	$—	$—		$0.43	$—		$0.43		$—	$	—		$	—
Special charges, net of tax	$—	$—		$0.06	$0.16		$0.22		$0.06	$	0.10		$	0.16
EARNINGS PER COMMON SHARE (Diluted)	$0.49	$0.64		$0.11	$0.53		$1.76		$0.45	$	0.72		$	1.17

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except earnings per share) UNAUDITED
	2012								2013
	1ST QTR	2ND QTR	3RD QTR		4TH QTR		TOTAL		1ST QTR	2ND QTR			TOTAL
EBITDA [NET INCOME LESS NET INTEREST EXPENSE, DEPRECIATION, AMORTIZATION AND INCOME TAXES]	$18,534	$23,043	$	2,092	$	12,068	$	65,345	$17,054	$	24,407		$	41,461
LESS:
Interest expense, net	(1,081)	(1,017)	(1,122)		(1,038)		(4,258)		(787)	(838		)	(1,625		)
Depreciation	(4,008)	(3,825)	(3,932)		(3,967)		(15,732)		(4,009)	(4,026		)	(8,035		)
Amortization	(964)	(923)	(936)		(773)		(3,596)		(758)	(751		)	(1,509		)
(Provision) benefit for income taxes	(3,896)	(6,142)	899		(1,822)		(10,960)		(3,592)	(6,124		)	(9,715		)
NET INCOME	$8,585	$11,136	$1,869		$9,208		$30,799		$7,908	$	12,668		$	20,577
ADJUSTED EBITDA [NET INCOME EXCLUDING INVENTORY RESTRUCTURING, IMPAIRMENT AND SPECIAL CHARGES, NET INTEREST EXPENSE, DEPRECIATION, AMORTIZATION AND INCOME TAXES]	$18,534	$23,043	$22,809		$20,750		$	85,136	$18,682	$	26,419		$	45,101
Inventory restructuring charges	$—	$—	$(4,124)		$(37)		$(4,161)		$(250)	$	242		$	(8	)
Impairment charges	$—	$—	$(10,348)		$—		$(10,348)		$—	$	—		$	—
Special charges	$—	$—	$(1,377)		$(3,905)		$(5,282)		$(1,378)	$	(2,254	)	$	(3,632	)
Interest expense, net	$(1,081)	$(1,017)	$(1,122)		$(1,038)		$(4,258)		$(787)	$	(838	)	$	(1,625	)
Depreciation	$(4,008)	$(3,825)	$(3,932)		$(3,967)		$(15,732)		$(4,009)	$	(4,026	)	$	(8,035	)
Amortization	$(964)	$(923)	$(936)		$(773)		$(3,596)		$(758)	$	(751	)	$	(1,509	)
(Provision) benefit for income taxes	$(3,896)	$(6,142)	$899		$(1,822)		$(10,960)		$(3,592)	$	(6,124	)	$	(9,715	)
NET INCOME	$8,585	$11,136	$1,869		$9,208		$30,799		$7,908	$	12,668		$	20,577

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF FUTURE PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS UNAUDITED
		3rd Quarter 2013
		Low			High
EXPECTED ADJUSTED EARNINGS PER SHARE [EPS EXCLUDING INVENTORY RESTRUCTURING, IMPAIRMENT AND SPECIAL CHARGES, NET OF TAX]		$	0.76		$	0.83
LESS: RESTRUCTURING RELATED CHARGES
Inventory restructuring charges, net of tax	}	$	(0.06	)	$	(0.07	)
Impairment charges, net of tax
Special charges, net of tax
PLUS: Acquisition Arbitration Settlement		$	0.18		$	0.18
EXPECTED EARNINGS PER COMMON SHARE (Diluted)		$	0.88		$	0.94