Curtiss-Wright Corporation

05/02/2024 | Press release | Distributed by Public on 05/02/2024 10:01

Quarterly Report for Quarter Ending March 31, 2024 (Form 10-Q)

cw-20240331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2024

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _______

Commission File Number 1-134

CURTISS-WRIGHT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
130 Harbour Place Drive, Suite 300
Davidson, North Carolina 28036
(Address of principal executive offices) (Zip Code)

(704) 869-4600
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock CW New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes ☐No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, par value $1.00 per share: 38,298,789 shares as of April 30, 2024.


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS

PART I - FINANCIAL INFORMATION PAGE
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Earnings
4
Condensed Consolidated Statements of Comprehensive Income
5
Condensed Consolidated Balance Sheets
6
Condensed Consolidated Statements of Cash Flows
7
Condensed Consolidated Statements of Stockholders' Equity
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
27
Item 4.
Controls and Procedures
27
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
28
Item 1A.
Risk Factors
28
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
28
Item 3.
Defaults upon Senior Securities
28
Item 4.
Mine Safety Disclosures
28
Item 5.
Other Information
28
Item 6.
Exhibits
30
Signatures
31



Page 3

PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months Ended
March 31,
(In thousands, except per share data) 2024 2023
Net sales
Product sales $ 595,704 $ 524,881
Service sales 117,463 105,979
Total net sales 713,167 630,860
Cost of sales
Cost of product sales 389,477 343,757
Cost of service sales 69,935 65,695
Total cost of sales 459,412 409,452
Gross profit 253,755 221,408
Research and development expenses 22,980 22,024
Selling expenses 36,765 32,425
General and administrative expenses 94,049 88,344
Operating income 99,961 78,615
Interest expense 10,570 12,944
Other income, net 9,608 7,767
Earnings before income taxes 98,999 73,438
Provision for income taxes (22,504) (16,592)
Net earnings $ 76,495 $ 56,846
Net earnings per share:
Basic earnings per share $ 2.00 $ 1.48
Diluted earnings per share $ 1.99 $ 1.48
Dividends per share 0.20 0.19
Weighted-average shares outstanding:
Basic 38,254 38,303
Diluted 38,431 38,516
See notes to condensed consolidated financial statements

Page 4

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)

Three Months Ended
March 31,
2024 2023
Net earnings $ 76,495 $ 56,846
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)
$ (15,579) $ 14,666
Pension and postretirement adjustments, net of tax (1)
547 (192)
Other comprehensive income (loss), net of tax (15,032) 14,474
Comprehensive income $ 61,463 $ 71,320

(1)The tax benefit/(expense) included in both foreign currency translation adjustments and pension and postretirement adjustments for the three months ended March 31, 2024 and 2023 was immaterial.
See notes to condensed consolidated financial statements
Page 5

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except per share data)
March 31, 2024 December 31, 2023
Assets
Current assets:
Cash and cash equivalents $ 338,034 $ 406,867
Receivables, net 776,662 732,678
Inventories, net 553,037 510,033
Other current assets 69,483 67,502
Total current assets 1,737,216 1,717,080
Property, plant, and equipment, net 329,347 332,796
Goodwill 1,552,343 1,558,826
Other intangible assets, net 542,335 557,612
Operating lease right-of-use assets, net 133,846 141,435
Prepaid pension asset 267,334 261,869
Other assets 49,661 51,351
Total assets $ 4,612,082 $ 4,620,969
Liabilities
Current liabilities:
Current portion of long-term debt $ 90,000 $ -
Accounts payable 233,818 243,833
Accrued expenses 158,089 188,039
Deferred revenue 297,545 303,872
Other current liabilities 78,823 70,800
Total current liabilities 858,275 806,544
Long-term debt 960,009 1,050,362
Deferred tax liabilities, net 128,000 132,319
Accrued pension and other postretirement benefit costs 67,446 66,875
Long-term operating lease liability 111,981 118,611
Long-term portion of environmental reserves 13,439 12,784
Other liabilities 92,753 105,061
Total liabilities 2,231,903 2,292,556
Contingencies and commitments (Note 12)
Stockholders' equity
Common stock, $1 par value,100,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 49,187,378 shares issued as of March 31, 2024 and December 31, 2023; outstanding shares were 38,315,999 as of March 31, 2024 and 38,202,754 as of December 31, 2023
49,187 49,187
Additional paid in capital 133,166 140,182
Retained earnings 3,556,572 3,487,751
Accumulated other comprehensive loss (228,255) (213,223)
Common treasury stock, at cost (10,871,379 shares as of March 31, 2024 and 10,984,624 shares as of December 31, 2023)
(1,130,491) (1,135,484)
Total stockholders' equity 2,380,179 2,328,413
Total liabilities and stockholders' equity $ 4,612,082 $ 4,620,969
See notes to condensed consolidated financial statements

Page 6

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
(In thousands) 2024 2023
Cash flows from operating activities:
Net earnings $ 76,495 $ 56,846
Adjustments to reconcile net earnings to net cash used for operating activities:
Depreciation and amortization 26,983 28,927
Loss on sale/disposal of long-lived assets 21 93
Deferred income taxes (2,742) (2,619)
Share-based compensation 4,695 5,179
Change in operating assets and liabilities, net of businesses acquired:
Receivables, net (47,742) 6,114
Inventories, net (45,851) (42,897)
Accounts payable and accrued expenses (34,816) (85,442)
Deferred revenue (5,776) (8,252)
Pension and postretirement liabilities, net (4,733) (4,946)
Other current and long-term assets and liabilities (12,167) (44,602)
Net cash used for operating activities (45,633) (91,599)
Cash flows from investing activities:
Proceeds from sale/disposal of long-lived assets 41 224
Additions to property, plant, and equipment (12,055) (10,661)
Net cash used for investing activities (12,014) (10,437)
Cash flows from financing activities:
Borrowings under revolving credit facility 4,879 465,025
Payment of revolving credit facility (4,879) (286,825)
Principal payments on debt - (202,500)
Repurchases of common stock (12,190) (12,386)
Proceeds from share-based compensation 5,472 5,225
Other (288) (268)
Net cash used for financing activities (7,006) (31,729)
Effect of exchange-rate changes on cash (4,180) 7,450
Net decrease in cash and cash equivalents (68,833) (126,315)
Cash and cash equivalents at beginning of period 406,867 256,974
Cash and cash equivalents at end of period $ 338,034 $ 130,659
See notes to condensed consolidated financial statements

Page 7


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands)


For the three months ended March 31, 2023
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
December 31, 2022 $ 49,187 $ 134,553 $ 3,163,491 $ (258,916) $ (1,107,101)
Net earnings - - 56,846 - -
Other comprehensive income, net of tax - - - 14,474 -
Dividends declared - - (7,298) - -
Restricted stock - (13,805) - - 13,805
Employee stock purchase plan - 1,483 - - 3,742
Share-based compensation - 4,939 - - 240
Repurchase of common stock(1)
- - - - (12,386)
Other - (261) - - 261
March 31, 2023 $ 49,187 $ 126,909 $ 3,213,039 $ (244,442) $ (1,101,439)

For the three months ended March 31, 2024
Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock
December 31, 2023 $ 49,187 $ 140,182 $ 3,487,751 $ (213,223) $ (1,135,484)
Net earnings - - 76,495 - -
Other comprehensive loss, net of tax - - - (15,032) -
Dividends declared - - (7,674) -
Restricted stock - (13,879) - - 13,879
Employee stock purchase plan - 2,484 - - 2,988
Share-based compensation - 4,562 - - 133
Repurchase of common stock(1)
- - - - (12,190)
Other - (183) - - 183
March 31, 2024 $ 49,187 $ 133,166 $ 3,556,572 $ (228,255) $ (1,130,491)
(1)For the three months ended March 31, 2024 and March 31, 2023, the Corporation repurchased approximately 53,000 and 73,000 shares, respectively, of its common stock.
See notes to condensed consolidated financial statements


Page 8
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



1. BASIS OF PRESENTATION

Curtiss-Wright Corporation and its subsidiaries ("we," the "Corporation," or the "Company") is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense (A&D) markets, as well as critical technologies in demanding commercial power, process, and industrial markets.

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

The unaudited condensed consolidated financial statements of the Corporation have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of these financial statements.

Management is required to make estimates and judgments that affect the reported amount of assets, liabilities, revenue, and expenses and disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results may differ from these estimates. The most significant of these estimates includes the estimate of costs to complete using the over-time revenue recognition accounting method, pension plan and postretirement obligation assumptions, estimates for inventory obsolescence, fair value estimates around assets and assumed liabilities from acquisitions, estimates for the valuation and useful lives of intangible assets, legal reserves, and the estimate of future environmental costs. Changes in estimates of contract sales, costs, and profits are recognized using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. During the three months ended March 31, 2024 and 2023, there were no significant changes in estimated contract costs. 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 2023 Annual Report on Form 10-K filed with the SEC. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

2. REVENUE

The Corporation recognizes revenue when control of a promised good and/or service is transferred to a customer in an amount that reflects the consideration that the Corporation expects to be entitled to in exchange for that good and/or service.

Performance Obligations

The Corporation identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Corporation considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Corporation's contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts with multiple performance obligations, the Corporation allocates the overall transaction price to each performance obligation using standalone selling prices, where available, or utilizes estimates for each distinct good or service in the contract where standalone prices are not available.

The Corporation's performance obligations are satisfied either at a point-in-time or on an over-time basis. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.

The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over-time versus at a point-in-time for the three months ended March 31, 2024 and 2023:
Page 9
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Three Months Ended
March 31,
2024 2023
Over-time 49 % 49 %
Point-in-time 51 % 51 %

Contract backlog represents the remaining performance obligations that have not yet been recognized as revenue. Backlog includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog was approximately $3.1 billion as of March 31, 2024, of which the Corporation expects to recognize approximately 90% asnet sales over the next 36 months. The remainder will be recognized thereafter.

Disaggregation of Revenue

The following table presents the Corporation's total net sales disaggregated by end market and customer type:

Total Net Sales by End Market and Customer Type Three Months Ended
March 31,
(In thousands) 2024 2023
Aerospace & Defense
Aerospace Defense $ 132,074 $ 99,879
Ground Defense 90,760 66,256
Naval Defense 177,647 171,956
Commercial Aerospace 89,775 70,490
Total Aerospace & Defense customers $ 490,256 $ 408,581
Commercial
Power & Process $ 124,039 $ 120,339
General Industrial 98,872 101,940
Total Commercial customers $ 222,911 $ 222,279
Total $ 713,167 $ 630,860

Contract Balances

Timing of revenue recognition and cash collection may result in billed receivables, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheet. The Corporation's contract assets primarily relate to its rights to consideration for work completed but not billed as of the reporting date. Contract assets are transferred to billed receivables when the rights to consideration become unconditional. This is typical in situations where amounts are billed as work progresses in accordance with agreed-upon contractual terms or upon achievement of contractual milestones. The Corporation's contract liabilities primarily consist of customer advances received prior to revenue being earned. Revenue recognized during the three months ended March 31, 2024 and 2023 included in contract liabilities at the beginning of the respective years was approximately $90 million and $89 million, respectively. Contract assets and contract liabilities are reported in the "Receivables, net" and "Deferred revenue" lines, respectively, within the Condensed Consolidated Balance Sheet.

3. RECEIVABLES

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

Page 10
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The composition of receivables is as follows:
(In thousands) March 31, 2024 December 31, 2023
Billed receivables:
Trade and other receivables $ 446,747 $ 427,830
Unbilled receivables:
Recoverable costs and estimated earnings not billed 334,671 309,561
Less: Progress payments applied
(230) (687)
Net unbilled receivables 334,441 308,874
Less: Allowance for doubtful accounts
(4,526) (4,026)
Receivables, net $ 776,662 $ 732,678

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. Long-term contract inventory includes an immaterial amount of claims or other similar items subject to uncertainty concerning their determination or realization. Inventories are valued at the lower of cost or net realizable value.

The composition of inventories is as follows:
(In thousands) March 31, 2024 December 31, 2023
Raw materials $ 266,413 $ 239,313
Work-in-process 112,605 103,750
Finished goods 134,211 126,174
Inventoried costs related to U.S. Government and other long-term contracts 40,689 43,255
Inventories, net of reserves 553,918 512,492
Less: Progress payments applied (881) (2,459)
Inventories, net $ 553,037 $ 510,033

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 three months ended March 31, 2024 are as follows:

(In thousands) Aerospace & Industrial Defense Electronics Naval & Power Consolidated
December 31, 2023 $ 325,131 $ 710,378 $ 523,317 $ 1,558,826
Foreign currency translation adjustment (734) (4,027) (1,722) (6,483)
March 31, 2024 $ 324,397 $ 706,351 $ 521,595 $ 1,552,343

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.
Page 11
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


The following tables present the cumulative composition of the Corporation's intangible assets:
March 31, 2024 December 31, 2023
(In thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Technology $ 307,207 $ (198,552) $ 108,655 $ 308,256 $ (195,446) $ 112,810
Customer related intangibles 669,065 (346,171) 322,894 670,966 (339,325) 331,641
Programs (1)
144,000 (43,200) 100,800 144,000 (41,400) 102,600
Other intangible assets 54,042 (44,056) 9,986 54,227 (43,666) 10,561
Total $ 1,174,314 $ (631,979) $ 542,335 $ 1,177,449 $ (619,837) $ 557,612
(1) Programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology, and trademarks underlying the associated program.

Total intangible amortization expense for the three months ended March 31, 2024 was $14 million, as compared to $16 million in the comparable prior year period. The estimated future amortization expense of intangible assets over the next five years is as follows:

(In millions)
2024 $ 57
2025 $ 54
2026 $ 53
2027 $ 50
2028 $ 44

7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Interest Rate Risks and Related Strategies
The Corporation's primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation's policy is to manage interest cost using a mix of fixed and variable rate debt.

Debt

The estimated fair value amounts were determined by the Corporation using available market information that is primarily based on quoted market prices for the same or similar issuances as of March 31, 2024. Accordingly, all of the Corporation's debt is valued as a Level 2 financial instrument. The fair values described below may not be indicative of net realizable value or reflective of future fair values. Furthermore, the use of different methodologies to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.


Page 12
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


March 31, 2024 December 31, 2023
(In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
3.85% Senior notes due 2025
90,000 88,655 90,000 88,243
4.24% Senior notes due 2026
200,000 194,444 200,000 195,556
4.05% Senior notes due 2028
67,500 64,289 67,500 64,801
4.11% Senior notes due 2028
90,000 85,213 90,000 85,999
3.10% Senior notes due 2030
150,000 130,433 150,000 131,942
3.20% Senior notes due 2032
150,000 125,714 150,000 127,649
4.49% Senior notes due 2032
200,000 184,346 200,000 187,584
4.64% Senior notes due 2034
100,000 91,533 100,000 92,961
Total debt 1,047,500 964,627 1,047,500 974,735
Debt issuance costs, net (1,487) (1,487) (1,541) (1,541)
Unamortized interest rate swap proceeds 3,996 3,996 4,403 4,403
Total debt, net $ 1,050,009 $ 967,136 1,050,362 977,597

8. PENSION PLANS

Defined Benefit Pension Plans

The following table is a consolidated disclosure of all domestic and foreign defined pension plans as described in the Corporation's 2023 Annual Report on Form 10-K filed with the SEC.

The components of net periodic pension cost/(benefit) were as follows:
Three Months Ended
March 31,
(In thousands) 2024 2023
Service cost $ 4,282 $ 4,127
Interest cost 8,593 8,790
Expected return on plan assets (16,553) (15,820)
Amortization of prior service cost (8) (33)
Amortization of unrecognized actuarial loss 266 77
Net periodic pension cost/(benefit) $ (3,420) $ (2,859)

The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the three months ended March 31, 2024, and does not expect to do so throughout the remainder of the year. Contributions to the foreign benefit plans are not expected to be material in 2024.

Defined Contribution Retirement Plan

The Company also maintains a defined contribution plan for all non-union employees who are not currently receiving final or career average pay benefits for its U.S. subsidiaries. The employer contributions include both employer match and non-elective contribution components up to a maximum employer contribution of 7% of eligible compensation. During the three months ended March 31, 2024 and 2023, the expense relating to the plan was $7.6 million and $6.1 million, respectively.

Page 13
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


9. EARNINGS PER SHARE
Diluted earnings per share was 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:
Three Months Ended
March 31,
(In thousands) 2024 2023
Basic weighted-average shares outstanding 38,254 38,303
Dilutive effect of deferred stock compensation 177 213
Diluted weighted-average shares outstanding 38,431 38,516

For the three months ended March 31, 2024 and 2023, approximately 59,000 and 24,000 shares, respectively, issuable under equity-based awards were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period.

10. SEGMENT INFORMATION
The Corporation's measure of segment profit or loss is operating income. Interest expense and income taxes are not reported on an operating segment basis as they are not considered in the segments' performance evaluation by the Corporation's chief operating decision-maker, its Chief Executive Officer.
Net sales and operating income by reportable segment were as follows:
Three Months Ended
March 31,
(In thousands) 2024 2023
Net sales
Aerospace & Industrial $ 219,547 $ 203,586
Defense Electronics 212,483 163,070
Naval & Power 282,213 266,814
Less: Intersegment revenues (1,076) (2,610)
Total consolidated $ 713,167 $ 630,860
Operating income (expense)
Aerospace & Industrial $ 27,466 $ 26,545
Defense Electronics 48,081 23,368
Naval & Power 35,191 37,937
Corporate and other (1)
(10,777) (9,235)
Total consolidated $ 99,961 $ 78,615
(1)Includes pension and other postretirement benefit expense, certain environmental costs related to remediation at legacy sites, and certain other expenses.

Adjustments to reconcile operating income to earnings before income taxes are as follows:
Three Months Ended
March 31,
(In thousands) 2024 2023
Total operating income $ 99,961 $ 78,615
Interest expense 10,570 12,944
Other income, net 9,608 7,767
Earnings before income taxes $ 98,999 $ 73,438
Page 14
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



(In thousands) March 31, 2024 December 31, 2023
Identifiable assets
Aerospace & Industrial $ 1,080,200 $ 1,077,808
Defense Electronics 1,520,096 1,517,877
Naval & Power 1,543,826 1,496,063
Corporate and Other 467,960 529,221
Total consolidated $ 4,612,082 $ 4,620,969

11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The cumulative balance of each component of accumulated other comprehensive income (AOCI), net of tax, is as follows:
(In thousands) Foreign currency translation adjustments, net Total pension and postretirement adjustments, net Accumulated other comprehensive income (loss)
December 31, 2022 $ (160,807) $ (98,109) $ (258,916)
Other comprehensive income (loss) before reclassifications(1)
37,519 8,218 45,737
Amounts reclassified from accumulated other comprehensive loss (1)
- (44) (44)
Net current period other comprehensive income (loss) 37,519 8,174 45,693
December 31, 2023 $ (123,288) $ (89,935) $ (213,223)
Other comprehensive income (loss) before reclassifications (1)
(15,579) 744 (14,835)
Amounts reclassified from accumulated other comprehensive loss (1)
- (197) (197)
Net current period other comprehensive income (loss) (15,579) 547 (15,032)
March 31, 2024 $ (138,867) $ (89,388) $ (228,255)

(1)All amounts are after tax.

12. CONTINGENCIES AND COMMITMENTS

From time to time, the Corporation is involved in legal proceedings that are incidental to the operation of its business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. The Corporation continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on its condensed consolidated financial condition, results of operations, and cash flows.

Legal Proceedings

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

Letters of Credit and Other Financial Arrangements

The Corporation enters into standby letters of credit agreements and guarantees with financial institutions and customers primarily relating to guarantees of repayment, future performance on certain contracts to provide products and services, and to
Page 15
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


secure advance payments from certain international customers. As of March 31, 2024 and December 31, 2023, there were $19 million and $20 million of stand-by letters of credit outstanding, respectively. As of both March 31, 2024 and December 31, 2023, there were $16 million of bank guarantees outstanding. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a $35 million surety bond.

13. SUBSEQUENT EVENTS

On April 1, 2024, the Corporation completed the acquisition of WSC, Inc. for approximately $34 million in cash. WSC is a provider of simulation technology that supports the design, commissioning, and reliable operation of commercial nuclear power generation and process plants. For the year ended December 31, 2023, WSC generated sales of approximately $15 million. The acquired business will operate within the Naval & Power segment.

******
Page 16

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I- ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS
Except for historical information, this Quarterly Report on Form 10-Q may be deemed to contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, liquidity requirements, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance and potential impacts from global supply chain disruptions, the inflationary environment, higher interest rates or deflation, labor shortages, and measures taken by governments and private industry in response, (d) statements of future economic performance and potential impacts due to the war between Russia and Ukraine as well as the Israel and Hamas war, and the related sanctions, (e) the effect of laws, rules, regulations, tax reform, new accounting pronouncements, and outstanding litigation on our business and future performance, and (f) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as "anticipates," "believes," "continue," "could," "estimate," "expects," "intend," "may," "might," "outlook," "potential," "predict," "should," "will," as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy. No assurance may be given that the future results described by the forward-looking statements will be achieved. While we believe these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond our control, which could cause actual results, performance, or achievement to differ materially from anticipated future results, performance, or achievement expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those described in "Item 1A. Risk Factors" of our 2023 Annual Report on Form 10-K filed with the SEC, and elsewhere in that report, those described in this Quarterly Report on Form 10-Q, and those described from time to time in our future reports filed with the Securities and Exchange Commission and other written or oral statements made or released by us. Such forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, those contained in Item 1. Financial Statements (including the Notes to Condensed Consolidated Financial Statements) and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date they were made, and we assume no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements.


Page 17

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

COMPANY ORGANIZATION
Curtiss-Wright Corporation is a global integrated business that provides highly engineered products, solutions, and services mainly to A&D markets, as well as critical technologies in demanding commercial power, process, and industrial markets. We report our operations through our Aerospace & Industrial, Defense Electronics, and Naval & Power segments. We operate across a diversified array of niche markets through engineering and technological leadership, precision manufacturing, and strong relationships with our customers. Approximately 68% of our 2024 revenues are expected to be generated from A&D-related markets.

RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of the Corporation for the three months ended March 31, 2024. The financial information as of March 31, 2024 should be read in conjunction with the financial statements for the year ended December 31, 2023 contained in our Form 10-K filed with the SEC.

The MD&A is organized into the following sections: Condensed Consolidated Statements of Earnings, Results by Business Segment, and Liquidity and Capital Resources. Our discussion will be focused on the overall results of operations followed by a more detailed discussion of those results within each of our reportable segments.

Our three reportable segments are generally concentrated in a few end markets; however, each may have sales across several end markets. An end market is defined as an area of demand for products and services. The sales for the relevant markets will be discussed throughout the MD&A.

Analytical Definitions

Throughout management's discussion and analysis of financial condition and results of operations, the terms "incremental" and "organic" are used to explain changes from period to period. The term "incremental" is used to highlight the impact acquisitions and divestitures had on the current year results. The results of operations for acquisitions are incremental for the first twelve months from the date of acquisition.The definition of "organic" excludes the effects of foreign currency translation.
Page 18

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Condensed Consolidated Statements of Earnings
Three Months Ended
March 31,
(In thousands) 2024 2023 % change
Sales
Aerospace & Industrial $ 219,325 $ 202,447 8 %
Defense Electronics 211,741 162,154 31 %
Naval & Power 282,101 266,259 6 %
Total sales $ 713,167 $ 630,860 13 %
Operating income
Aerospace & Industrial $ 27,466 $ 26,545 3 %
Defense Electronics 48,081 23,368 106 %
Naval & Power 35,191 37,937 (7 %)
Corporate and other (10,777) (9,235) (17 %)
Total operating income $ 99,961 $ 78,615 27 %
Interest expense 10,570 12,944 18 %
Other income, net 9,608 7,767 24 %
Earnings before income taxes 98,999 73,438 35 %
Provision for income taxes (22,504) (16,592) (36 %)
Net earnings $ 76,495 $ 56,846 35 %
New orders $ 901,344 $ 717,817 26 %

Components of sales and operating income increase (decrease):
Three Months Ended
March 31,
2024 vs. 2023
Sales Operating Income
Organic 13 % 28 %
Acquisitions - % - %
Foreign currency - % (1 %)
Total 13 % 27 %

Salesduring the three months ended March 31, 2024 increased $82 million, or 13%, to $713 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $17 million, $49 million, and $16 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section below.

Operating income during the three months ended March 31, 2024 increased $21 million, or 27%, to $100 million, compared with the prior year period, whileoperating margin increased 150 basis points to 14.0%, compared with the same period in 2023. Increases in operating income and operating margin were primarily due to favorable absorption on higher sales as well as favorable mix on defense electronics products in the Defense Electronics segment. These increases were partially offset by an unfavorable naval contract adjustment in Naval & Power segment. In the Aerospace & Industrial segment,operating income
Page 19

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

was essentially flat while operating margin decreased, as favorableoverhead absorption on higher sales was essentially offset by unfavorable mix on actuation products as well as the timing of development contracts.

Non-segment operating expenseduring the three months ended March 31, 2024 increased $2 million, or 17%, to $11 million, primarily due to higher corporate costs.

Interest expensedecreased $2 million, or 18%, to $11 million, primarily due to lower borrowings under our revolving Credit Agreement (the "Credit Agreement" or "credit facility") as well asthe repayment of our 2013 Notes in February 2023.

Other income, netduring the three months ended March 31, 2024 increased $2 million, or 24%, to $10 million, primarily due to lower pension costs during the current period.

The effective tax ratefor the three months ended March 31, 2024 of 22.7% was essentially flat compared to an effective tax rate of 22.6% in the comparable prior year period.

Comprehensive incomefor the three months ended March 31, 2024 was $61 million, compared to comprehensive income of $71 million in the prior year period. The change was primarily due to the following:

•Net earnings increased $20 million, primarily due to higher operating income.
•Foreign currency translation adjustments for the three months ended March 31, 2024 resulted in a $16 million comprehensive loss, compared to a $15 million comprehensive gain in the prior period. The comprehensive loss during the current period was primarily attributed to decreases in the Canadian dollar and the British Pound.

New orders increased $184 million during the three months ended March 31, 2024 from the comparable prior year period, primarily due to an increase in naval defense orders in the Naval & Power segment, as well as an increase in orders for defense electronics equipment, including embedded computing and tactical communications products, in the Defense Electronics segment. These increases were partially offset by the timing of aerospace defense orders in the Aerospace & Industrial segment. Changes in new orders by segment are discussed in further detail in the "Results by Business Segment" section below.

RESULTS BY BUSINESS SEGMENT

Aerospace & Industrial

The following tables summarize sales, operating income and margin, and new orders within the Aerospace & Industrial segment.
Three Months Ended
March 31,
(In thousands) 2024 2023 % change
Sales $ 219,325 $ 202,447 8 %
Operating income 27,466 26,545 3 %
Operating margin 12.5 % 13.1 % (60 bps)
New orders $ 252,218 $ 258,644 (2 %)
Page 20

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Components of sales and operating income increase (decrease):
Three Months Ended
March 31,
2024 vs. 2023
Sales Operating Income
Organic 8 % 5 %
Acquisitions - % - %
Foreign currency - % (2 %)
Total 8 % 3 %

Salesin the Aerospace & Industrial segment are primarily generated from the commercial aerospace and general industrial markets, and to a lesser extent the defense and power & process markets.

Sales during the three months ended March 31, 2024 increased $17 million, or 8%, to $219 million from the prior year period. In the commercial aerospace market, sales increased $15 million primarily due to higher OEM sales of actuation and sensors products, as well as surface treatment services, on narrowbody and widebody platforms. Sales in the aerospace defense market benefited from higher actuation development on various fighter jet programs. These increases were partially offset by lower sales of industrial automation products and surface treatment services in the general industrial market.

Operating incomeduring the three months ended March 31, 2024 increased $1 million, or 3%, to $27 million from the prior year period, while operating margin decreased 60 basis points to 12.5%, as favorableoverhead absorption on higher sales was essentially offset by unfavorable mix on actuation products as well as the timing of development contracts.

New ordersduring the three months ended March 31, 2024 decreased $6 million from the comparable prior year period, primarily due to the timing of aerospace defense orders.

Defense Electronics

The following tables summarize sales, operating income and margin, and new orders within the Defense Electronics segment.
Three Months Ended
March 31,
(In thousands) 2024 2023 % change
Sales $ 211,741 $ 162,154 31 %
Operating income 48,081 23,368 106 %
Operating margin 22.7 % 14.4 % 830 bps
New orders $ 287,280 $ 234,115 23 %

Components of sales and operating income increase (decrease):
Three Months Ended
March 31,
2024 vs. 2023
Sales Operating Income
Organic 30 % 106 %
Acquisitions - % - %
Foreign currency 1 % - %
Total 31 % 106 %

Page 21

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Sales in the Defense Electronics segment are primarily to the defense markets and, to a lesser extent, the commercial aerospace market.

Sales during the three months ended March 31, 2024 increased $49 million, or 31%, to $212 million from the prior year period. In the ground defense market, sales increased $25 million primarily due to higher demand for tactical battlefield communications equipment. Sales in the aerospace defense market benefited $18 million primarily due to higher demand forembedded computing equipment on various fighter jet, unmanned aerial vehicle, and helicopter programs. In the commercial aerospace market, sales increased primarily due to higher OEM sales of avionics and electronics on various platforms.

Operating incomeduring the three months ended March 31, 2024 increased $25 million, or 106%, to $48 million, and operating margin increased 830 basis points from the prior year period to 22.7%, primarily due to favorable absorption on higher sales as well as favorable mix on defense electronics products.

New orders during the three months ended March 31, 2024 increased $53 million from the comparable prior year period, primarily due to an increase in orders for defense electronics equipment, including embedded computing and tactical communications products.

Naval & Power

The following tables summarize sales, operating income and margin, and new orders within the Naval & Power segment.

Three Months Ended
March 31,
(In thousands) 2024 2023 % change
Sales $ 282,101 $ 266,259 6 %
Operating income 35,191 37,937 (7 %)
Operating margin 12.5 % 14.2 % (170 bps)
New orders $ 361,846 $ 225,058 61 %

Components of sales and operating income increase (decrease):
Three Months Ended
March 31,
2024 vs. 2023
Sales Operating Income
Organic 6 % (7 %)
Acquisitions - % - %
Foreign currency - % - %
Total 6 % (7 %)

Salesin the Naval & Power segment are primarily to the naval defense and power & process markets, and, to a lesser extent, the aerospace defense market.

Sales during the three months ended March 31, 2024 increased $16 million, or 6%, to $282 million from the prior year period. In the aerospace defense market, sales increased $10 million primarily due to higher demand for arresting systems equipment supporting various domestic and international customers. In the power & process market, sales increased primarily due to higher nuclear aftermarket sales supporting the maintenance of existing operating reactors in the United States and Canada, partially offset by the wind-down on the China Direct AP1000 program. Sales in the naval defense market benefited from increased demand on the Columbia-class submarine program, partially offset by the timing of sales on the Virginia-class submarine and CVN-80 aircraft carrier programs.

Page 22

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income during the three months ended March 31, 2024 decreased $3 million, or 7%, to $35 million, and operating margin decreased 170 basis points from the prior year period to 12.5%, as favorable overhead absorption on higher sales was more than offset by an unfavorable naval contract adjustment.

New orders increased $137 millionduring the three months ended March 31, 2024 from the comparable prior year period, primarily due to an increase in naval defense orders.

SUPPLEMENTARY INFORMATION

The table below depicts sales by end market and customer type, as it helps provide an enhanced understanding of our businesses and the markets in which we operate. The table has been included to supplement the discussion of our operating results.

Net Sales by End Market and Customer Type Three Months Ended
March 31,
(In thousands) 2024 2023 % change
Aerospace & Defense markets:
Aerospace Defense $ 132,074 $ 99,879 32 %
Ground Defense 90,760 66,256 37 %
Naval Defense 177,647 171,956 3 %
Commercial Aerospace 89,775 70,490 27 %
Total Aerospace & Defense $ 490,256 $ 408,581 20 %
Commercial markets:
Power & Process 124,039 120,339 3 %
General Industrial 98,872 101,940 (3 %)
Total Commercial $ 222,911 $ 222,279 - %
Total Curtiss-Wright $ 713,167 $ 630,860 13 %

Aerospace & Defense markets
Sales during the three months ended March 31, 2024increased $82 million, or 20%, to $490 million, primarily due to higher sales across all markets. Sales in the aerospace defense market increased primarily due to higher demand forembedded computing equipment on various fighter jet, unmanned aerial vehicle, and helicopter programs, higher sales of arresting systems equipment supporting various domestic and international customers, and higher actuation development on various fighter jet programs. In the ground defense market, sales increased primarily due to higher demand for tactical battlefield communications equipment. Sales increases in the naval defense market were primarily due to increased demand on the Columbia-class submarine program, partially offset by the timing of sales on the Virginia-class submarine and CVN-80 aircraft carrier programs.In the commercial aerospace market, sales increasedprimarily due to higher OEM sales of actuation and sensors products, as well as surface treatment services, on narrowbody and widebody platforms.

Commercial markets
Sales of $223 million during the three months ended March 31, 2024 were essentially flat against the comparable prior year period. In the power & process market, sales increasedprimarily due to higher nuclear aftermarket sales supporting the maintenance of existing operating reactors in the United States and Canada. This increase was essentially offset by lower sales of industrial automation products and surface treatment services in the general industrial market.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

Page 23

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

We derive the majority of our operating cash inflow from receipts on the sale of goods and services and cash outflow for the procurement of materials and labor; cash flow is therefore subject to market fluctuations and conditions. Most of our long-term contracts allow for several billing points (progress or milestone) that provide us with cash receipts as costs are incurred throughout the project rather than upon contract completion, thereby reducing working capital requirements. In some cases, these payments can exceed the costs incurred on a project.

Condensed Consolidated Statements of Cash Flows Three Months Ended
(In thousands) March 31, 2024 March 31, 2023
Cash provided by (used in):
Operating activities
$ (45,633) $ (91,599)
Investing activities
(12,014) (10,437)
Financing activities
(7,006) (31,729)
Effect of exchange-rate changes on cash (4,180) 7,450
Net decrease in cash and cash equivalents (68,833) (126,315)

Net cash used in operating activitiesdecreased $46 million from the prior year period, primarily due to higher current period cash earnings, lower current period tax payments, and a $10 million settlement payment made to Westinghouse Electric Company (WEC) in the prior year period to resolve all open claims and counterclaims under the AP1000 U.S. and China contracts.

Net cash used in investing activities increased $2 million from the prior year period, primarily due to higher capital spending in the Defense Electronics segment during the current period.

Net cash used in financing activitiesdecreased $25 million from the prior year period, primarily due to the repayment of our 2013 Notes in February 2023. This decrease was partially offset by lower current period net borrowings under our credit facility. Refer to the "Financing Activities" section below for further details.

Financing Activities

Debt

The Corporation's debt outstanding had an average interest rate of 3.8% and 4.4% for the three months ended March 31, 2024 and 2023, respectively. The Corporation's average debt outstanding was $1,048 million and $1,129 million for the three months ended March 31, 2024 and 2023, respectively.

Credit Agreement

As of March 31, 2024, the Corporation had approximately $19 million in letters of credit supported by the credit facility. The unused credit available under the credit facility as of March 31, 2024 was $731 million, which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

For the three months ended March 31, 2024 and March 31, 2023, the Corporation used $12 million of cash in each period to repurchase approximately 53,000 and 73,000 outstanding shares, respectively, under its share repurchase program.

Cash Utilization

Management continually evaluates cash utilization alternatives, including share repurchases, acquisitions, and increased dividends to determine the most beneficial use of available capital resources. We believe that our cash and cash equivalents, cash flow from operations, available borrowings under the credit facility, and ability to raise additional capital through the credit markets are sufficient to meet both the short-term and long-term capital needs of the organization, including the return of capital to shareholders through dividends and share repurchases and growing our business through acquisitions.
Page 24

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued


Debt Compliance

As of the date of this report, we were in compliance with all debt agreements and credit facility covenants, including our most restrictive covenant, which is our debt to capitalization limit of 60%. The debt to capitalization limit is a measure of our indebtedness (as defined in the notes purchase agreement and credit facility) to capitalization, where capitalization equals debt plus equity, and is the same for and applies to all of our debt agreements and credit facility.

As of March 31, 2024, we had the ability to borrow additional debt of approximately $2.4 billion without violating our debt to capitalization covenant.

Page 25

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued




CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies are those that require application of management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2023 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 20, 2024, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Page 26


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the three months ended March 31, 2024. Information regarding market risk and market risk management policies is more fully described in "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" of our 2023 Annual Report on Form 10-K filed with the SEC.
Item 4. CONTROLS AND PROCEDURES
As of March 31, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 31, 2024 insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and they include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During the quarter ended March 31, 2024, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Page 27


PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings that are incidental to the operation of our business. Some of these proceedings allege damages relating to asbestos and environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues, commercial or contractual disputes, and acquisitions or divestitures. We continue to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, we do not believe that the disposition of any of these matters, individually or in the aggregate, will have a material adverse effect on our condensed consolidated financial condition, results of operations, and cash flows.

We have been named in pending lawsuits that allege injury from exposure to asbestos. To date, we have not been found liable or paid any material sum of money in settlement in any asbestos-related case. We believe that the minimal use of asbestos in our past operations and the relatively non-friable condition of asbestos in our products make it unlikely that we will face material liability in any asbestos litigation, whether individually or in the aggregate. We maintain insurance coverage for these potential liabilities and we believe adequate coverage exists to cover any unanticipated asbestos liability.

Item 1A. RISK FACTORS
There have been no material changes in our Risk Factors during the three months ended March 31, 2024. Information regarding our Risk Factors is more fully described in "Item 1A. Risk Factors" of our 2023 Annual Report on Form 10-K filed with the SEC.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended March 31, 2024.
Total Number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar amount of shares that may yet be Purchased Under the Program
January 1 - January 31 18,933 $ 221.66 18,933 $ 145,942,335
February 1 - February 29 17,274 $ 231.33 36,207 $ 141,946,415
March 1 - March 31 16,405 $ 243.70 52,612 $ 137,948,565
For the quarter ended March 31, 2024 52,612 $ 231.72 52,612 $ 137,948,565

In November 2023, the Corporation adopted two written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The first trading plan includes share repurchases of $50 million, to be executed equally throughout the 2024 calendar year. The second trading plan includes opportunistic share repurchases up to $100 million during 2024 to be executed through a 10b5-1 program. The terms of these trading plans can be found in the Corporation's Form 8-K filed with U.S. Securities and Exchange Commission on November 28, 2023.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES
Not applicable.

Item 5. OTHER INFORMATION
Page 28


Director Nomination Process

There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the three months ended March 31, 2024. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled "Stockholder Nominations for Director" of our 2024 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2023 Annual Report on Form 10-K.

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.
Page 29

Item 6. EXHIBITS
Incorporated by Reference Filed
Exhibit No. Exhibit Description Form Filing Date Herewith
3.1 8-A12B/A May 24, 2005
3.2 8-K May 18, 2015
31.1
Certification of Lynn M. Bamford, Chair and CEO, Pursuant to Rules 13a - 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
X
31.2
Certification of K. Christopher Farkas, Chief Financial Officer, Pursuant to Rules 13a - 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
X
32
Certification of Lynn M. Bamford, Chair and CEO, and K. Christopher Farkas, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350
X
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X


Page 30

SIGNATURE

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 thereunto duly authorized.

CURTISS-WRIGHT CORPORATION
(Registrant)

By: /s/ K. Christopher Farkas

K. Christopher Farkas
Vice President and Chief Financial Officer
Dated: May 2, 2024



Page 31