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): July 29, 2016

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 2.02. Results of Operations and Financial Condition.

By press release dated July 29, 2016 CIRCOR International, Inc. (the “Company”) announced its financial results for the three and six months ended July 3, 2016. 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 Item 2.02 of Form 8-K and the Exhibits 99.1 & 99.2 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, adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, and organic revenue change.

Management of the Company believes that free cash flow (defined as net cash flow from operating activities, less net 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.

The following non-GAAP measures 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:

• Adjusted operating income (defined as operating income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, the impact of restructuring related inventory, impairment and special charges/gains).

• Adjusted operating margin (defined as adjusted operating income divided by net revenues).

• Adjusted net income (defined as net income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax).

• Adjusted EPS (defined as earnings per common share diluted, excluding the per share impact of intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax).

• EBITDA (defined as net income plus net interest expense, provision for income taxes, depreciation and amortization).

• Adjusted EBITDA (defined as EBITDA plus the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax).

• Organic revenue change (defined as the current period change in revenue excluding the impact of business acquired until the one year anniversary of the acquisition, changes in foreign exchange rates and divested businesses).

Management believes pro-forma non-GAAP measures are important for investors to consider when evaluating the Company's outlook. Free cash flow, adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, and organic revenue change are not measures for financial performance under GAAP and should not be construed as a substitute for operating cash flows, operating income, net income or earnings per share. These non-GAAP measures may not necessarily be comparable to similarly titled measures used by other companies. A reconciliation of our non-GAAP measures 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 in Exhibit 99.1.

Item 9.01Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release regarding Earnings, Dated July 29, 2016
99.2	Second Quarter 2016 Investor Review Presentation

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: July 29, 2016CIRCOR INTERNATIONAL, INC.

/s/ Rajeev Bhalla

By: Rajeev Bhalla

Title: Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CIRCOR Reports Second-Quarter 2016 Financial Results

Burlington, MA - July 29, 2016- CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for markets including oil & gas, power generation and aerospace & defense, today announced financial results for the second quarter ended July 3, 2016.

Second-Quarter 2016 Highlights

• Delivered revenue of $146 million

• Achieved GAAP EPS of $0.23 and Adjusted EPS of $0.53

• Aerospace & Defense orders of $47 million, up 56% versus prior year

• Restructuring actions remain on track to deliver $15 million of savings in 2016

“CIRCOR delivered solid second-quarter financial results for both revenue and earnings,” said Scott Buckhout, President and Chief Executive Officer. “We achieved year-over-year sales growth in our engineered valves business and we are encouraged to see upstream short-cycle revenue stabilizing at current levels. The power market remains a bright spot globally and led to modest revenue growth in the quarter for our control valves business. In our Aerospace & Defense segment, we reported a 56% increase in orders, which we expect to drive top line growth in the second half of this year. Energy orders overall were down in the quarter due to a challenging oil and gas market and delayed project awards.”

“As we enter the second half of 2016, we remain focused on what we control. We are laying the foundation for long-term growth through careful investments in sales, marketing and engineering, while we continuously improve operations. We are executing well on our simplification and restructuring actions. Our California machining facility closure is complete and we expect to see the positive effect on our margins as the year progresses. Customer on time delivery averaged 91% in the quarter and we are starting to see better working capital performance,” added Buckhout.

“Finally, we remain committed to creating shareholder value through growth, margin expansion, strong cash flow, and disciplined capital deployment,” concluded Buckhout.

Third-Quarter 2016 Guidance

For the third quarter of 2016, the Company will provide its guidance during the conference call later today.

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Conference Call Information

CIRCOR International will hold a conference call to review its financialresults today, July 29, 2016, at 9:00 a.m. ET. To listen to the conference call and view the accompanying presentation slides, 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.

2

Use of Non-GAAP Financial Measures

Adjusted net income, adjusted earnings per share (diluted), adjusted operating income, 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. 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 the realization of cost reductions from restructuring activities. 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 highly engineered products and sub-systems for markets including oil & gas, power generation and aerospace & defense. CIRCOR has a diversified product portfolio with recognized, market-leading brands that fulfill its customers’ unique application needs. The Company’s strategy is to grow organically and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attract and retain top industry talent. For more information, visit the Company’s investor relations web site at http://investors.circor.com.

Contact:

Rajeev Bhalla

Executive Vice President & Chief Financial Officer

CIRCOR International

(781) 270-1200

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CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) UNAUDITED
	Three Months Ended						Six Months Ended
	July 3, 2016			July 5, 2015			July 3, 2016			July 5, 2015
Net revenues	$	146,392		$	166,906		$	297,190		$	332,766
Cost of revenues	99,961			116,112			205,526			229,323
GROSS PROFIT	46,431			50,794			91,664			103,443
Selling, general and administrative expenses	36,490			42,394			74,289			81,201
Special charges, net	4,594			3,310			6,533			4,821
OPERATING INCOME	5,347			5,090			10,842			17,421
Other expense (income):
Interest expense, net	605			805			1,236			1,446
Other income, net	(549		)	(104		)	(1,077		)	(610		)
TOTAL OTHER EXPENSE, NET	56			701			159			836
INCOME BEFORE INCOME TAXES	5,291			4,389			10,683			16,585
Provision for income taxes	1,478			2,517			2,998			5,800
NET INCOME	$	3,813		$	1,872		$	7,685		$	10,785
Earnings per common share:
Basic	$	0.23		$	0.11		$	0.47		$	0.63
Diluted	$	0.23		$	0.11		$	0.46		$	0.62
Weighted average number of common shares outstanding:
Basic	16,424			16,828			16,403			17,245
Diluted	16,595			16,900			16,538			17,306
Dividends paid per common share	$	0.0375		$	0.0375		$	0.0750		$	0.0750

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CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) UNAUDITED
	Six Months Ended
	July 3, 2016			July 5, 2015
OPERATING ACTIVITIES
Net income	$	7,685		$	10,785
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	6,476			7,150
Amortization	5,098			3,537
Bad debt (recovery) expense	(853		)	1,469
Loss on write down of inventory	4,011			3,673
Compensation expense of share-based plans	2,909			4,122
Tax effect of share-based plan compensation	116			(287		)
Loss on sale or write down of property, plant and equipment	3,116			377
Gain on sale of business	—			(972		)
Changes in operating assets and liabilities, net of effects of acquisition and disposition:
Trade accounts receivable	11,555			12,313
Inventories	13,281			(27,875		)
Prepaid expenses and other assets	(3,480		)	(8,484		)
Accounts payable, accrued expenses and other liabilities	(32,161		)	(14,174		)
Net cash provided by (used in) operating activities	17,753			(8,366		)
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(6,998		)	(5,567		)
Proceeds from the sale of property, plant and equipment	1,138			—
Proceeds from the sale of affiliate	—			2,759
Business acquisition, net of cash acquired	—			(79,983		)
Net cash used in investing activities	(5,860		)	(82,791		)
FINANCING ACTIVITIES
Proceeds from long-term debt	65,939			202,380
Payments of long-term debt	(58,890		)	(100,533		)
Dividends paid	(1,249		)	(1,308		)
Proceeds from the exercise of stock options	180			70
Tax effect of share-based plan compensation	(116		)	287
Purchases of common stock	—			(69,517		)
Net cash provided by financing activities	5,864			31,379
Effect of exchange rate changes on cash and cash equivalents	672			(6,567		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	18,429			(66,345		)
Cash and cash equivalents at beginning of period	54,541			121,372
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	72,970		$	55,027

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CIRCOR INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (in thousands) UNAUDITED
	July 3, 2016			December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	72,970		$	54,541
Trade accounts receivable, less allowance for doubtful accounts of $7,811 and $8,290, respectively	115,327			125,628
Inventories	162,347			177,840
Prepaid expenses and other current assets	21,522			16,441
Total Current Assets	372,166			374,450
PROPERTY, PLANT AND EQUIPMENT, NET	81,973			87,029
OTHER ASSETS:
Goodwill	117,138			115,452
Intangibles, net	43,688			48,981
Deferred income taxes	36,328			36,799
Other assets	6,183			7,204
TOTAL ASSETS	$	657,476		$	669,915
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	45,987		$	64,284
Accrued expenses and other current liabilities	39,945			52,878
Accrued compensation and benefits	19,121			18,424
Income taxes payable	9,174			6,585
Total Current Liabilities	114,227			142,171
LONG-TERM DEBT	97,600			90,500
DEFERRED INCOME TAXES	9,927			10,424
OTHER NON-CURRENT LIABILITIES	24,355			26,043
SHAREHOLDERS’ EQUITY:
Common stock	178			177
Additional paid-in capital	286,601			283,621
Retained earnings	264,375			257,939
Common treasury stock, at cost	(74,972		)	(74,972		)
Accumulated other comprehensive loss, net of tax	(64,815		)	(65,988		)
Total Shareholders’ Equity	411,367			400,777
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	657,476		$	669,915

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CIRCOR INTERNATIONAL, INC. SUMMARY OF ORDERS AND BACKLOG (in millions) UNAUDITED
	Three Months Ended				Six Months Ended
	July 3, 2016		July 5, 2015		July 3, 2016		July 5, 2015
ORDERS (1)
Energy	$	88.1	$	111.4	$	187.9	$	254.5
Aerospace & Defense	47.2		30.3		84.1		69.5
Total orders	$	135.3	$	141.7	$	272.0	$	324.0
BACKLOG (2)	July 3, 2016		July 5, 2015
Energy	$	142.1	$	248.0
Aerospace & Defense	102.0		96.3
Total backlog	$	244.1	$	344.3
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 unshipped customer orders.

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CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except percentages) UNAUDITED
	2015															2016
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
NET REVENUES
Energy	$	127,586		$	127,230		$	122,905		$	124,412		$	502,133		$	112,620		$	110,678		$	223,298
Aerospace & Defense	38,274			39,676			36,353			39,832			154,134			38,178			35,714			73,892
Total	$	165,860		$	166,906		$	159,258		$	164,243		$	656,267		$	150,798		$	146,392		$	297,190
OPERATING MARGIN
Energy	13.8		%	13.4		%	15.4		%	13.4		%	14.0		%	12.6		%	13.0		%	12.8		%
Aerospace & Defense	8.0		%	8.8		%	9.1		%	10.4		%	9.1		%	9.3		%	8.4		%	8.9		%
Segment operating margin	12.4		%	12.3		%	14.0		%	12.7		%	12.8		%	11.8		%	11.9		%	11.8		%
Corporate expenses	(3.6		)%	(3.3		)%	(3.8		)%	(2.5		)%	(3.3		)%	(4.3		)%	(3.7		)%	(4.0		)%
Adjusted operating margin	8.8		%	9.0		%	10.1		%	10.2		%	9.5		%	7.5		%	8.1		%	7.8		%
Restructuring related inventory charges	—		%	1.2		%	4.0		%	0.6		%	1.4		%	1.3		%	0.1		%	0.7		%
Impairment charges	—		%	—		%	1.6		%	—		%	0.4		%	—		%	—		%	—		%
Special restructuring charges, net	0.9		%	1.9		%	0.2		%	(0.2		)%	0.7		%	0.8		%	2.2		%	1.5		%
Special acquisition amortization	—		%	1.3		%	1.6		%	1.4		%	1.0		%	1.2		%	1.3		%	1.3		%
Special other charges, net of recoveries	—		%	0.1		%	5.0		%	1.0		%	1.5		%	0.5		%	0.9		%	0.7		%
Brazil restatement impact	0.4		%	1.5		%	—		%	—		%	0.5		%	—		%	—		%	—		%
Total GAAP operating margin	7.4		%	3.0		%	(2.2		)%	7.5		%	4.0		%	3.6		%	3.7		%	3.6		%

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CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except percentages) UNAUDITED
	2015															2016
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
INCOME STATEMENT
Energy	$	17,550		$	17,008		$	18,932		$	16,724		$	70,214		$	14,186		$	14,346		$	28,532
Aerospace & Defense	3,045			3,494			3,298			4,146			13,982			3,562			3,011			6,573
Segment operating income	20,595			20,502			22,230			20,870			84,197			17,748			17,357			35,105
Corporate expenses	(6,034		)	(5,477		)	(6,078		)	(4,122		)	(21,710		)	(6,488		)	(5,431		)	(11,919		)
Adjusted operating income	14,561			15,025			16,152			16,748			62,487			11,260			11,926			23,186
Restructuring related inventory charges	—			2,005			6,412			974			9,391			1,958			75			2,033
Impairment charges	—			—			2,502			—			2,502			—			—			—
Special restructuring charges, net	1,512			3,127			342			(347		)	4,634			1,163			3,259			4,422
Special acquisition amortization	—			2,110			2,490			2,238			6,838			1,868			1,911			3,779
Special other charges, net of recoveries	(1		)	183			7,935			1,603			9,720			776			1,334			2,110
Brazil restatement impact	719			2,509			—			—			3,228			—			—			—
Total GAAP operating income (loss)	12,331			5,090			(3,529		)	12,281			26,174			5,495			5,347			10,842
INTEREST EXPENSE, NET	(640		)	(805		)	(828		)	(570		)	(2,844		)	(631		)	(605		)	(1,236		)
OTHER INCOME (EXPENSE), NET	506			104			587			(2,099		)	(902		)	528			549			1,077
PRETAX INCOME (LOSS)	12,197			4,389			(3,770		)	9,612			22,428			5,392			5,291			10,683
PROVISION FOR INCOME TAXES	(3,284		)	(2,517		)	(4,308		)	(2,456		)	(12,565		)	(1,520		)	(1,478		)	(2,998		)
EFFECTIVE TAX RATE	26.9		%	57.3		%	(114.3		)%	25.6		%	56.0		%	28.2		%	27.9		%	28.1		%
NET INCOME (LOSS)	$	8,913		$	1,872		$	(8,078	)	$	7,156		$	9,863		$	3,872		$	3,813		$	7,685
Weighted Average Common Shares Outstanding (Diluted)	17,712			16,900			16,485			16,555			16,913			16,481			16,595			16,538
EARNINGS (LOSS) PER COMMON SHARE (Diluted)	$	0.50		$	0.11		$	(0.49	)	$	0.43		$	0.58		$	0.23		$	0.23		$	0.46

9

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except percentages) UNAUDITED
	2015															2016
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
FREE CASH FLOW AS % OF NET INCOME (LOSS)	(207		)%	239		%	(27		)%	397		%	169		%	96		%	214		%	155		%
FREE CASH FLOW	$	(18,415	)	$	4,483		$	2,169		$	28,403		$	16,640		$	3,720		$	8,174		$	11,894
ADD:
Capital expenditures, net of sale proceeds	1,983			3,584			2,837			2,098			10,502			3,934			1,926			5,860
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(16,432	)	$	8,067		$	5,006		$	30,501		$	27,142		$	7,654		$	10,100		$	17,754
NET (CASH) DEBT	$	(66,337	)	$	59,051		$	57,277		$	35,959		$	35,959		$	31,220		$	24,630		$	24,630
ADD:
Cash & cash equivalents	103,883			55,027			53,822			54,541			54,541			66,580			72,970			72,970
TOTAL DEBT	$	37,546		$	114,078		$	111,099		$	90,500		$	90,500		$	97,800		$	97,600		$	97,600
TOTAL SHAREHOLDERS' EQUITY	$	462,384		$	421,070		$	407,979		$	400,777		$	400,777		$	414,107		$	411,367		$	411,367
DEBT AS % OF EQUITY	8		%	27		%	27		%	23		%	23		%	24		%	24		%	24		%
NET DEBT AS % OF EQUITY	(14		)%	14		%	14		%	9		%	9		%	8		%	6		%	6		%

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CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except percentages) UNAUDITED
	2015															2016
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
ADJUSTED NET INCOME	$	10,564		$	9,357		$	10,635		$	10,512		$	41,068		$	8,683		$	8,781		$	17,464
LESS:
Restructuring related inventory charges	—			2,005			6,412			974			9,391			1,958			75			2,033
Impairment charges	—			—			2,502			—			2,502			—			—			—
Special restructuring charges, net	1,512			3,127			342			(347		)	4,634			1,163			3,259			4,422
Special acquisition amortization	—			2,110			2,490			2,238			6,838			1,868			1,911			3,779
Special other charges, net of recoveries	(1		)	183			7,935			1,603			9,720			776			1,334			2,110
Brazil restatement impact	719			2,509			—			—			3,228			—			—			—
Income tax impact	(579		)	(2,449		)	(968		)	(1,112		)	(5,108		)	(954		)	(1,611		)	(2,565		)
NET INCOME (LOSS)	$	8,913		$	1,872		$	(8,078	)	$	7,156		$	9,863		$	3,872		$	3,813		$	7,685
ADJUSTED EARNINGS PER SHARE (Diluted)	$	0.60		$	0.55		$	0.64		$	0.63		$	2.43		$	0.52		$	0.53		$	1.05
LESS:
Restructuring related inventory charges	—			0.12			0.39			0.06			0.57			0.12			—			0.12
Impairment charges	—			—			0.15			—			0.15			—			—			—
Special restructuring charges, net	0.09			0.19			0.02			(0.02		)	0.28			0.07			0.20			0.27
Special acquisition amortization	—			0.12			0.15			0.14			0.41			0.11			0.12			0.23
Special other charges, net of recoveries	—			0.01			0.48			0.10			0.59			0.05			0.08			0.13
Brazil restatement impact	0.04			0.15			—			—			0.19			—			—			—
Income tax impact	(0.03		)	(0.15		)	(0.06		)	(0.07		)	(0.31		)	(0.06		)	(0.10		)	(0.16		)
EARNINGS (LOSS) PER COMMON SHARE (Diluted)	$	0.50		$	0.11		$	(0.49	)	$	0.43		$	0.58		$	0.23		$	0.23		$	0.46

11

CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except percentages) UNAUDITED
	2015															2016
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			TOTAL			1ST QTR			2ND QTR			TOTAL
ADJUSTED EBITDA	$	19,299		$	19,474		$	20,980		$	18,927		$	78,681		$	15,712		$	16,346		$	32,058
LESS:
Restructuring related inventory charges	—			(2,005		)	(6,412		)	(974		)	(9,391		)	(1,958		)	(75		)	(2,033		)
Impairment charges	—			—			(2,502		)	—			(2,502		)	—			—			—
Special restructuring charges, net	(1,512		)	(3,127		)	(342		)	347			(4,634		)	(1,163		)	(3,259		)	(4,422		)
Special other charges, net of recoveries	1			(183		)	(7,935		)	(1,603		)	(9,720		)	(776		)	(1,334		)	(2,110		)
Brazil restatement impact	(719		)	(2,509		)	—			—			(3,228		)	—			—			—
EBITDA	$	17,068		$	11,650		$	3,789		$	16,698		$	49,206		$	11,815		$	11,678		$	23,493
LESS:
Interest expense, net	(641		)	(805		)	(828		)	(570		)	(2,844		)	(631		)	(605		)	(1,236		)
Depreciation	(3,521		)	(3,629		)	(3,526		)	(3,578		)	(14,254		)	(3,263		)	(3,213		)	(6,476		)
Amortization	(710		)	(2,827		)	(3,205		)	(2,939		)	(9,681		)	(2,529		)	(2,569		)	(5,098		)
Provision for income taxes	(3,284		)	(2,517		)	(4,308		)	(2,456		)	(12,565		)	(1,520		)	(1,478		)	(2,998		)
NET INCOME (LOSS)	$	8,913		$	1,872		$	(8,078	)	$	7,156		$	9,863		$	3,872		$	3,813		$	7,685

12

CIRCOR INTERNATIONAL, INC. SUPPLEMENTAL SEGMENT DATA (in thousands, except percentages) UNAUDITED
	2015																				2016
	1ST QTR				2ND QTR				3RD QTR				4TH QTR				TOTAL				1ST QTR				2ND QTR				TOTAL
	Energy		A&D		Energy		A&D		Energy		A&D		Energy		A&D		Energy		A&D		Energy		A&D		Energy		A&D		Energy		A&D
Adjusted operating margin	13.8	%	8.0	%	13.4	%	8.8	%	15.4	%	9.1	%	13.4	%	10.4	%	14.0	%	9.1	%	12.6	%	9.3	%	13.0	%	8.4	%	13.8	%	8.0	%
Restructuring related inventory charges	—	%	—	%	0.1	%	4.7	%	5.2	%	—	%	0.4	%	1.2	%	1.4	%	1.5	%	1.7	%	0.1	%	0.1	%	—	%	—	%	—	%
Impairment charges	—	%	—	%	—	%	—	%	2.0	%	—	%	—	%	—	%	0.5	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%
Special restructuring charges, net	0.3	%	3.1	%	2.2	%	0.8	%	0.2	%	0.2	%	(0.3	)%	0.1	%	0.6	%	1.0	%	(0.2	)%	3.8	%	0.8	%	6.6	%	0.3	%	3.1	%
Special acquisition amortization	—	%	—	%	1.7	%	—	%	2.0	%	—	%	1.8	%	—	%	1.4	%	—	%	1.7	%	—	%	1.7	%	—	%	—	%	—	%
Special other charges, net of recoveries	0.4	%	(2.6	)%	0.2	%	(0.2	)%	6.5	%	—	%	0.7	%	—	%	1.9	%	(0.7	)%	0.7	%	—	%	1.2	%	—	%	0.4	%	(2.6	)%
Brazil restatement impact	0.6	%	—	%	2.0	%	—	%	—	%	—	%	—	%	—	%	0.6	%	—	%	—	%	—	%	—	%	—	%	0.6	%	—	%
GAAP operating margin	12.5	%	7.5	%	7.2	%	3.5	%	(0.6	)%	8.9	%	10.9	%	9.1	%	7.6	%	7.2	%	8.8	%	5.5	%	9.1	%	1.8	%	12.5	%	7.5	%

	2015																									2016
	1ST QTR					2ND QTR					3RD QTR					4TH QTR					TOTAL					1ST QTR					2ND QTR				TOTAL
	Energy		A&D			Energy		A&D			Energy			A&D		Energy			A&D		Energy		A&D			Energy			A&D		Energy		A&D		Energy		A&D
Adjusted operating income	$	17,550	$	3,045		$	17,008	$	3,494		$	18,932		$	3,298	$	16,724		$	4,146	$	70,214	$	13,982		$	14,186		$	3,562	$	14,346	$	3,011	$	28,532	$	6,573
Restructuring related inventory charges	—		—			153		1,852			6,412			—		508			466		7,073		2,318			1,919			39		74		—		1,993		39
Impairment charges	—		—			—		—			2,502			—		—			—		2,502		—			—			—		—		—		—		—
Special restructuring charges, net	343		1,169			2,818		309			279			63		(394		)	47		3,046		1,588			(278		)	1,441		900		2,359		622		3,800
Special acquisition amortization	—		—			2,110		—			2,490			—		2,238			—		6,838		—			1,868			—		1,911		—		3,779		—
Special other charges, net of recoveries	556		(977		)	248		(65		)	7,935			—		828			—		9,567		(1,042		)	774			—		1,335		—		2,109		—
Brazil restatement impact	719		—			2,509		—			—			—		—			—		3,228		—			—			—		—		—		—		—
GAAP operating income	$	15,932	$	2,853		$	9,170	$	1,398		$	(686	)	$	3,235	$	13,544		$	3,633	$	37,960	$	11,118		$	9,903		$	2,082	$	10,126	$	652	$	20,029	$	2,734

13

EX-99.2

EXHIBIT 99.2