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CURTISS WRIGHT CORP - Quarter Report: 2023 June (Form 10-Q)


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 June 30, 2023

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)
Delaware13-0612970
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
 130 Harbour Place Drive, Suite 300
Davidson,North Carolina28036
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockCWNew 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 filerAccelerated filer
Non-accelerated filerSmaller 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: 38,305,442 shares as of July 31, 2023.



CURTISS-WRIGHT CORPORATION and SUBSIDIARIES

TABLE of CONTENTS

PART I – FINANCIAL INFORMATIONPAGE
Item 1.
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



Page 3


PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements

CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months EndedSix Months Ended
June 30,June 30,
(In thousands, except per share data)2023202220232022
Net sales
Product sales$583,036 $505,416 $1,107,917 $958,837 
Service sales121,360 103,941 227,339 209,981 
Total net sales704,396 609,357 1,335,256 1,168,818 
Cost of sales
Cost of product sales369,549 316,389 713,306 610,916 
Cost of service sales75,274 64,454 140,969 127,986 
Total cost of sales444,823 380,843 854,275 738,902 
Gross profit259,573 228,514 480,981 429,916 
Research and development expenses20,210 23,868 42,234 44,417 
Selling expenses34,273 30,407 66,698 58,499 
General and administrative expenses92,315 76,134 180,659 163,734 
Loss on divestiture— — — 4,651 
Operating income112,775 98,105 191,390 158,615 
Interest expense14,992 9,788 27,936 19,318 
Other income, net7,954 4,555 15,721 7,552 
Earnings before income taxes105,737 92,872 179,175 146,849 
Provision for income taxes(24,738)(22,000)(41,330)(35,292)
Net earnings$80,999 $70,872 $137,845 $111,557 
Net earnings per share:
Basic earnings per share$2.11 $1.84 $3.60 $2.90 
Diluted earnings per share$2.10 $1.83 $3.58 $2.89 
Dividends per share0.20 0.19 0.39 0.37 
Weighted-average shares outstanding:
Basic38,329 38,429 38,309 38,438 
Diluted38,555 38,654 38,528 38,657 
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 EndedSix Months Ended
June 30,June 30,
2023202220232022
Net earnings$80,999 $70,872 $137,845 $111,557 
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax (1)
$19,298 $(40,336)$33,964 $(47,161)
Pension and postretirement adjustments, net of tax (1)
(231)3,988 (423)9,754 
Other comprehensive income (loss), net of tax19,067 (36,348)33,541 (37,407)
Comprehensive income$100,066 $34,524 $171,386 $74,150 

(1) The tax benefit (expense) included in foreign currency translation adjustments and pension and postretirement adjustments for the three and six months ended June 30, 2023 and June 30, 2022 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)
June 30, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$158,737 $256,974 
Receivables, net751,532 724,603 
Inventories, net545,596 483,113 
Other current assets67,693 52,623 
Total current assets1,523,558 1,517,313 
Property, plant, and equipment, net340,857 342,708 
Goodwill1,555,908 1,544,635 
Other intangible assets, net589,932 620,897 
Operating lease right-of-use assets, net143,814 153,855 
Prepaid pension asset232,557 222,627 
Other assets54,472 47,567 
Total assets$4,441,098 $4,449,602 
Liabilities  
Current liabilities:
Current portion of long-term debt— 202,500 
Accounts payable233,602 266,525 
Accrued expenses144,073 177,536 
Deferred revenue264,766 242,483 
Other current liabilities78,486 82,395 
Total current liabilities720,927 971,439 
Long-term debt1,176,066 1,051,900 
Deferred tax liabilities, net117,882 123,001 
Accrued pension and other postretirement benefit costs58,267 58,348 
Long-term operating lease liability122,939 132,275 
Long-term portion of environmental reserves13,497 12,547 
Other liabilities93,256 107,973 
Total liabilities2,302,834 2,457,483 
Contingencies and commitments (Note 13)
Stockholders’ equity
Common stock, $1 par value, 100,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 49,187,378 shares issued as of June 30, 2023 and December 31, 2022; outstanding shares were 38,292,332 as of June 30, 2023 and 38,259,722 as of December 31, 2022
49,187 49,187 
Additional paid in capital130,846 134,553 
Retained earnings3,297,281 3,174,396 
Accumulated other comprehensive loss(225,375)(258,916)
Common treasury stock, at cost (10,895,046 shares as of June 30, 2023 and 10,927,656 shares as of December 31, 2022)
(1,113,675)(1,107,101)
Total stockholders’ equity2,138,264 1,992,119 
Total liabilities and stockholders’ equity$4,441,098 $4,449,602 
See notes to condensed consolidated financial statements

Page 6


CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
(In thousands)20232022
Cash flows from operating activities:
Net earnings$137,845 $111,557 
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities
Depreciation and amortization57,975 53,645 
Loss on divestiture— 4,651 
Loss/(gain) on sale/disposal of long-lived assets16 (3,004)
Deferred income taxes(6,553)(4,516)
Share-based compensation8,859 7,580 
Change in operating assets and liabilities, net of businesses acquired:
Receivables, net(22,370)(47,826)
Inventories, net(57,557)(58,620)
Progress payments1,830 (954)
Accounts payable and accrued expenses(72,019)(55,406)
Deferred revenue21,586 (45,397)
Pension and postretirement liabilities, net(9,392)(4,376)
Other current and long-term assets and liabilities(40,867)(50,605)
Net cash provided by (used for) operating activities19,353 (93,271)
Cash flows from investing activities:
Proceeds from sale/disposal of long-lived assets473 6,319 
Additions to property, plant, and equipment(22,664)(19,492)
Additional consideration paid on prior year acquisitions— (5,062)
Net cash used for investing activities(22,191)(18,235)
Cash flows from financing activities:
Borrowings under revolving credit facilities481,099 653,547 
Payments of revolving credit facilities(356,099)(494,347)
Principal payments on debt(202,500)— 
Repurchases of common stock(24,365)(31,645)
Proceeds from share-based compensation5,225 5,284 
Dividends paid(7,290)(14,220)
Other(537)(499)
Net cash (used for)/provided by financing activities(104,467)118,120 
Effect of exchange-rate changes on cash9,068 (6,204)
Net increase (decrease) in cash and cash equivalents(98,237)410 
Cash and cash equivalents at beginning of period256,974 171,004 
Cash and cash equivalents at end of period$158,737 $171,414 
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 six months ended June 30, 2023
Common StockAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury Stock
December 31, 2022$49,187 $134,553 $3,174,396 $(258,916)$(1,107,101)
Net earnings— — 137,845 — — 
Other comprehensive income, net of tax— — — 33,541 — 
Dividends declared— — (14,960)— — 
Restricted stock— (13,878)— — 13,878 
Employee stock purchase plan— 1,483 — — 3,742 
Share-based compensation— 8,949 — — (90)
Repurchase of common stock (1)
— — — — (24,365)
Other— (261)— — 261 
June 30, 2023$49,187 $130,846 $3,297,281 $(225,375)$(1,113,675)

For the three months ended June 30, 2023
Common StockAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury Stock
March 31, 2023$49,187 $126,909 $3,223,944 $(244,442)$(1,101,439)
Net earnings— — 80,999 — — 
Other comprehensive income, net of tax— — — 19,067 — 
Dividends declared— — (7,662)— — 
Restricted stock— (73)— — 73 
Share-based compensation— 4,010 — — (330)
Repurchase of common stock (1)
— — — — (11,979)
June 30, 2023$49,187 $130,846 $3,297,281 $(225,375)$(1,113,675)
Page 8



CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)
For the six months ended June 30, 2022
Common StockAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury Stock
December 31, 2021$49,187 $127,104 $2,908,827 $(190,465)$(1,068,163)
Net earnings— — 111,557 — — 
Other comprehensive loss, net of tax— — — (37,407)— 
Dividends declared— — (14,220)— — 
Restricted stock— (8,523)— — 8,523 
Employee stock purchase plan— 814 — — 4,470 
Share-based compensation— 7,427 — — 153 
Repurchase of common stock (1)
— — — — (31,645)
Other— (506)— — 506 
June 30, 2022$49,187 $126,316 $3,006,164 $(227,872)$(1,086,156)

For the three months ended June 30, 2022
Common StockAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury Stock
March 31, 2022$49,187 $122,603 $2,942,580 $(191,524)$(1,073,426)
Net earnings— — 70,872 — — 
Other comprehensive loss, net of tax— — — (36,348)— 
Dividends declared— — (7,288)— — 
Share-based compensation— 3,713 — — 58 
Repurchase of common stock (1)
— — — — (12,788)
June 30, 2022$49,187 $126,316 $3,006,164 $(227,872)$(1,086,156)
See notes to condensed consolidated financial statements
(1) For the three and six months ended June 30, 2023, the Corporation repurchased approximately 0.1 million and 0.1 million shares of its common stock, respectively. For the three and six months ended June 30, 2022, the Corporation repurchased approximately 0.1 million and 0.2 million shares of its common stock, respectively.

Page 9

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


1.           BASIS OF PRESENTATION

Curtiss-Wright Corporation along with 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 and six months ended June 30, 2023 and 2022, 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 2022 Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of trends or of the operating results for a full year.

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 and six months ended June 30, 2023 and 2022:

Page 10

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

Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Over-time46 %53 %47 %53 %
Point-in-time54 %47 %53 %47 %

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 $2.8 billion as of June 30, 2023, of which the Corporation expects to recognize approximately 90% as net 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 TypeThree Months EndedSix Months Ended
June 30,June 30,
(In thousands)2023202220232022
Aerospace & Defense
Aerospace Defense$132,192 $94,545 $232,071 $192,549 
Ground Defense70,875 44,393 137,132 83,501 
Naval Defense180,956 172,786 352,912 335,753 
Commercial Aerospace82,033 68,192 152,523 129,084 
Total Aerospace & Defense$466,056 $379,916 $874,638 $740,887 
Commercial
Power & Process$131,000 $125,355 $251,338 $230,143 
General Industrial107,340 104,086 209,280 197,788 
Total Commercial$238,340 $229,441 $460,618 $427,931 
Total$704,396 $609,357 $1,335,256 $1,168,818 

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 and six months ended June 30, 2023 included in the contract liabilities balance as of January 1, 2023 was approximately $58 million and $147 million, respectively. Revenue recognized during the three and six months ended June 30, 2022 included in the contract liabilities balance as of January 1, 2022 was approximately $56 million and $135 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. ASSETS HELD FOR SALE

In January 2022, the Corporation completed the sale of its industrial valve business in Germany for gross cash proceeds of $3 million. The Corporation recorded a loss of $5 million upon sale closing during the first quarter of 2022.

Page 11

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

4.           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.

The composition of receivables is as follows:
(In thousands)June 30, 2023December 31, 2022
Billed receivables:
Trade and other receivables$434,557 $412,682 
Unbilled receivables (contract assets):
Recoverable costs and estimated earnings not billed322,025 316,682 
Less: Progress payments applied
(435)(67)
Net unbilled receivables321,590 316,615 
Less: Allowance for doubtful accounts
(4,615)(4,694)
Receivables, net$751,532 $724,603 

5.           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)June 30, 2023December 31, 2022
Raw materials$252,666 $242,116 
Work-in-process102,339 76,328 
Finished goods148,493 128,090 
Inventoried costs related to U.S. Government and other long-term contracts (1)
44,872 39,685 
Inventories, net of reserves548,370 486,219 
Less:  Progress payments applied(2,774)(3,106)
Inventories, net$545,596 $483,113 

(1) This caption includes capitalized development costs of $15.5 million as of June 30, 2023 related to certain aerospace and defense programs. These capitalized costs will be liquidated as units are produced under contract. As of June 30, 2023, capitalized development costs of $8.3 million are not currently supported by existing firm orders.

6.           GOODWILL

The changes in the carrying amount of goodwill for the six months ended June 30, 2023 are as follows:
(In thousands)Aerospace & IndustrialDefense ElectronicsNaval & PowerConsolidated
December 31, 2022$321,550 $702,786 $520,299 $1,544,635 
Foreign currency translation adjustment3,070 5,473 2,730 11,273 
June 30, 2023$324,620 $708,259 $523,029 $1,555,908 

7.           OTHER INTANGIBLE ASSETS, NET
Page 12

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:

June 30, 2023December 31, 2022
(In thousands)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Technology$309,627 $(188,261)$121,366 $306,160 $(176,675)$129,485 
Customer related intangibles670,523 (320,041)350,482 666,638 (298,160)368,478 
Programs (1)
144,000 (37,800)106,200 144,000 (34,200)109,800 
Other intangible assets54,187 (42,303)11,884 53,879 (40,745)13,134 
Total$1,178,337 $(588,405)$589,932 $1,170,677 $(549,780)$620,897 
(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 six months ended June 30, 2023 was $33 million, as compared to $28 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)
2023$65 
2024$57 
2025$54 
2026$53 
2027$50 

8.           FAIR VALUE OF FINANCIAL INSTRUMENTS
 
Forward Foreign Exchange and Currency Option Contracts
 
The Corporation has foreign currency exposure primarily in the United Kingdom, Europe, and Canada. The Corporation uses financial instruments, such as forward and option contracts, to hedge a portion of existing and anticipated foreign currency denominated transactions. The purpose of the Corporation’s foreign currency risk management program is to reduce volatility in earnings caused by exchange rate fluctuations. Guidance on accounting for derivative instruments and hedging activities requires companies to recognize all of the derivative financial instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets based upon quoted market prices for comparable instruments.
 
Interest Rate Risks and Related Strategies
 
The Corporation’s primary interest rate exposure results from changes in U.S. dollar interest rates. The Corporation’s policy is to manage interest cost using a mix of fixed and variable rate debt.

Effects on Condensed Consolidated Balance Sheets

As of June 30, 2023 and December 31, 2022, the fair values of the asset and liability derivative instruments were immaterial.

Effects on Condensed Consolidated Statements of Earnings
 
Undesignated hedges

The gains and losses on forward exchange derivative contracts not designated for hedge accounting are recognized to general and administrative expenses within the Condensed Consolidated Statements of Earnings. The gains for the three and six months ended June 30, 2023 were $3 million and $6 million, respectively. The losses for the three and six months ended June 30, 2022 were $5 million and $6 million, respectfully.
Page 13

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


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 June 30, 2023. 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.

June 30, 2023December 31, 2022
(In thousands)Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Revolving credit agreement, due 2027$125,000 $125,000 $— $— 
3.70% Senior notes due 2023
— — 202,500 202,082 
3.85% Senior notes due 2025
90,000 86,918 90,000 87,298 
4.24% Senior notes due 2026
200,000 192,590 200,000 191,760 
4.05% Senior notes due 2028
67,500 63,748 67,500 63,300 
4.11% Senior notes due 2028
90,000 84,628 90,000 83,955 
3.10% Senior notes due 2030
150,000 128,742 150,000 127,429 
3.20% Senior notes due 2032
150,000 124,306 150,000 123,656 
4.49% Senior notes due 2032
200,000 183,150 200,000 183,007 
4.64% Senior notes due 2034
100,000 90,700 100,000 90,341 
Total debt1,172,500 1,079,782 1,250,000 1,152,828 
Debt issuance costs, net(1,651)(1,651)(1,631)(1,631)
Unamortized interest rate swap proceeds5,217 5,217 6,031 6,031 
Total debt, net$1,176,066 $1,083,348 $1,254,400 $1,157,228 

9.           PENSION PLANS

Defined Benefit Pension Plans

The following table is a consolidated disclosure of all domestic and foreign defined benefit pension plans as described in the Corporation’s 2022 Annual Report on Form 10-K.  

The components of net periodic pension cost for the three and six months ended June 30, 2023 and 2022 were as follows:

Three Months EndedSix Months Ended
June 30,June 30,
(In thousands)2023202220232022
Service cost$4,137 $5,970 $8,264 $12,033 
Interest cost8,811 5,418 17,601 10,706 
Expected return on plan assets(15,858)(13,858)(31,678)(27,715)
Amortization of prior service cost(33)(87)(66)(173)
Amortization of unrecognized actuarial loss76 3,845 153 7,851 
Cost of settlements— — — 1,842 
Net periodic pension cost$(2,867)$1,288 $(5,726)$4,544 

The Corporation did not make any contributions to the Curtiss-Wright Pension Plan during the six months ended June 30, 2023, 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 2023.

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

During the six months ended June 30, 2022, the Company recognized settlement charges related to the retirement of former executives. The settlement charges represent events that are accounted for under guidance on employers’ accounting for settlements and curtailments of defined benefit pension plans.

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 and six months ended June 30, 2023, the expense relating to the plan was $6.1 million and $12.2 million, respectively. During the three and six months ended June 30, 2022, the expense relating to the plan was $4.6 million and $10.3 million, respectively.

10.           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 EndedSix Months Ended
June 30,June 30,
(In thousands)2023202220232022
Basic weighted-average shares outstanding38,329 38,429 38,309 38,438 
Dilutive effect of deferred stock compensation226 225 219 219 
Diluted weighted-average shares outstanding38,555 38,654 38,528 38,657 

For the three and six months ended June 30, 2023, approximately 20,000 and 22,000 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. There were approximately 37,000 and 31,000 anti-dilutive equity-based awards for the three and six months ended June 30, 2022, respectively.

11.           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 EndedSix Months Ended
June 30,June 30,
(In thousands)2023202220232022
Net sales
Aerospace & Industrial$226,766 $209,311 $430,352 $401,161 
Defense Electronics198,407 150,404 361,477 294,342 
Naval & Power280,731 251,313 547,545 476,628 
Less: Intersegment revenues(1,508)(1,671)(4,118)(3,313)
Total consolidated$704,396 $609,357 $1,335,256 $1,168,818 
Operating income (expense)
Aerospace & Industrial$35,665 $32,464 $62,210 $57,317 
Defense Electronics43,180 24,460 66,548 47,750 
Naval & Power46,782 50,001 84,719 77,289 
Corporate and other (1)
(12,852)(8,820)(22,087)(23,741)
Total consolidated$112,775 $98,105 $191,390 $158,615 
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(1) Includes pension and other postretirement benefit expense, certain environmental costs related to remediation at legacy sites, foreign currency transactional gains and losses, and certain other expenses.

Adjustments to reconcile operating income to earnings before income taxes are as follows:

Three Months EndedSix Months Ended
June 30,June 30,
(In thousands)2023202220232022
Total operating income$112,775 $98,105 $191,390 $158,615 
Interest expense14,992 9,788 27,936 19,318 
Other income, net7,954 4,555 15,721 7,552 
Earnings before income taxes$105,737 $92,872 $179,175 $146,849 

(In thousands)June 30, 2023December 31, 2022
Identifiable assets
Aerospace & Industrial$1,064,442 $1,041,562 
Defense Electronics1,567,053 1,546,331 
Naval & Power1,517,090 1,488,867 
Corporate and Other292,513 372,842 
Total consolidated$4,441,098 $4,449,602 

12.           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, netTotal pension and postretirement adjustments, netAccumulated other comprehensive income (loss)
December 31, 2021$(99,566)$(90,899)$(190,465)
Other comprehensive income (loss) before reclassifications (1)
(61,241)(23,447)(84,688)
Amounts reclassified from accumulated other comprehensive income (1)
— 16,237 16,237 
Net current period other comprehensive income (loss)(61,241)(7,210)(68,451)
December 31, 2022$(160,807)$(98,109)$(258,916)
Other comprehensive income (loss) before reclassifications (1)
33,964 (485)33,479 
Amounts reclassified from accumulated other comprehensive income (1)
— 62 62 
Net current period other comprehensive income (loss)33,964 (423)33,541 
June 30, 2023$(126,843)$(98,532)$(225,375)
(1) All amounts are after tax.

Details of amounts reclassified from accumulated other comprehensive income (loss) are below: 
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(In thousands)Amount reclassified from AOCIAffected line item in the statement where net earnings is presented
Defined benefit pension and other postretirement benefit plans
Amortization of prior service costs$66 Other income, net
Amortization of actuarial losses(153)Other income, net
(87)Earnings before income taxes
25 Provision for income taxes
Total reclassifications$(62)Net earnings

13.           CONTINGENCIES AND COMMITMENTS

From time to time, the Corporation and its subsidiaries 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. 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 expect that such legal proceedings will have a material adverse impact on its condensed consolidated financial statements.

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 secure advance payments from certain international customers. As of June 30, 2023 and December 31, 2022, there were $21 million and $17 million of stand-by letters of credit outstanding, respectively, and $14 million and $3 million of bank guarantees outstanding, respectively. In addition, the Corporation is required to provide the Nuclear Regulatory Commission financial assurance demonstrating its ability to cover the cost of decommissioning its Cheswick, Pennsylvania facility upon closure, though the Corporation does not intend to close this facility. The Corporation has provided this financial assurance in the form of a $35 million surety bond.

AP1000 Program

In February 2022, the Corporation and Westinghouse Electric Company (WEC) executed a settlement agreement to resolve all open claims and counterclaims under the AP1000 U.S. and China contracts. Under the terms of the settlement agreement, the Corporation paid WEC $15 million in the first quarter of 2022 and a final amount of $10 million in the first quarter of 2023 in exchange for the Corporation’s full release from all open claims under such contracts, whether known or unknown, as well as negotiating and executing a right of first refusal for all future AP1000 projects.


******
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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, and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance, (d) impacts on our business relating to ongoing supply chain delivery disruptions, significant inflation, higher interest rates or deflation, and measures taken by governments and private industry in response, (e) statements of future economic performance and potential impacts due to the conflict between Russia and Ukraine, (f) the effect of laws, rules, regulations, new accounting pronouncements, and outstanding litigation on our business and future performance, and (g) 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 2022 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. 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.


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PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

COMPANY ORGANIZATION
 
Curtiss-Wright Corporation along with its subsidiaries is a global integrated business that provides highly engineered products, solutions, and services mainly to aerospace & defense 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 67% of our 2023 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 and six month periods ended June 30, 2023. The financial information as of June 30, 2023 should be read in conjunction with the financial statements for the year ended December 31, 2022 contained in our Form 10-K.

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 that 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 loss from sale of our industrial valves business in Germany as well as the effects of foreign currency translation.
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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 EndedSix Months Ended
June 30,June 30,
(In thousands)20232022% change20232022% change
Sales      
Aerospace & Industrial$226,260 $208,572 %$428,707 $399,684 %
Defense Electronics197,722 149,549 32 %359,876 292,618 23 %
Naval & Power280,414 251,236 12 %546,673 476,516 15 %
Total sales$704,396 $609,357 16 %$1,335,256 $1,168,818 14 %
Operating income      
Aerospace & Industrial$35,665 $32,464 10 %$62,210 $57,317 %
Defense Electronics43,180 24,460 77 %66,548 47,750 39 %
Naval & Power46,782 50,001 (6 %)84,719 77,289 10 %
Corporate and other(12,852)(8,820)(46 %)(22,087)(23,741)%
Total operating income$112,775 $98,105 15 %$191,390 $158,615 21 %
Interest expense14,992 9,788 (53 %)27,936 19,318 (45 %)
Other income, net7,954 4,555 75 %15,721 7,552 108 %
Earnings before income taxes105,737 92,872 14 %179,175 146,849 22 %
Provision for income taxes(24,738)(22,000)(12 %)(41,330)(35,292)(17 %)
Net earnings$80,999 $70,872 14 %$137,845 $111,557 24 %
New orders$841,602 $776,162 %$1,559,418 $1,410,428 11 %

Components of sales and operating income increase (decrease):
Three Months EndedSix Months Ended
June 30,June 30,
2023 vs. 20222023 vs. 2022
SalesOperating IncomeSalesOperating Income
Organic12 %13 %11 %14 %
Acquisitions%— %%— %
Loss on divestiture— %— %— %%
Foreign currency— %%— %%
Total16 %15 %14 %21 %

Sales in the second quarter increased $95 million, or 16%, to $704 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $18 million, $48 million, and $29 million, respectively.

Sales during the six months ended June 30, 2023 increased $166 million, or 14%, to $1,335 million, compared with the prior year period. On a segment basis, sales from the Aerospace & Industrial, Defense Electronics, and Naval & Power segments increased $29 million, $67 million, and $70 million, respectively. Changes in sales by segment are discussed in further detail in the results by business segment section below.

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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
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MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

Operating income in the second quarter increased $15 million, or 15%, to $113 million, while operating margin decreased 10 basis points to 16.0% compared with the same period in 2022. Operating income and operating margin in the Defense Electronics segment benefited from favorable overhead absorption on higher sales. In the Aerospace & Industrial segment, favorable overhead absorption on higher sales was partially offset by unfavorable mix on actuation and sensors products. In the Naval & Power segment, both operating income and operating margin decreased, as favorable overhead absorption on higher sales was more than offset by unfavorable product mix as well as first year purchase accounting costs from our arresting systems acquisition.

Operating income during the six months ended June 30, 2023 increased $33 million, or 21%, to $191 million, and operating margin increased 70 basis points to 14.3%, compared with the same period in 2022. In the Defense Electronics segment, increases in operating income and operating margin were primarily due to favorable overhead absorption on higher sales, partially offset by unfavorable mix on defense electronics products. Operating income and operating margin in the Aerospace & Industrial segment increased primarily due to favorable overhead absorption on higher sales, partially offset by unfavorable mix on actuation and sensors products. In the Naval & Power segment, operating income benefited from the absence of a prior year loss on sale of our industrial valves business in Germany, as well as favorable overhead absorption on higher organic sales. These increases were partially offset by unfavorable product mix as well as first year purchase accounting costs from our arresting systems acquisition.

Non-segment operating expense in the second quarter increased $4 million, or 46%, to $13 million, primarily due to higher foreign currency losses in the current period. Non-segment operating expense during the six months ended June 30, 2023 decreased $2 million, or 7%, to $22 million, as the absence of costs associated with shareholder activism recorded in the prior year period was partially offset by higher foreign currency losses in the current period.

Interest expense in the second quarter and six months ended June 30, 2023 increased $5 million, or 53%, to $15 million and $9 million, or 45%, to $28 million, respectively, primarily due to the issuance of $300 million Senior Notes in October 2022 as well as higher interest rates in the current period under our revolving Credit Agreement (the “Credit Agreement” or “credit facility”).

Other income, net in the second quarter increased $3 million, or 75%, to $8 million. Other income, net during the six months ended June 30, 2023 increased $8 million, or 108%, to $16 million. Increases in both periods were primarily due to lower overall pension costs against the comparable prior year periods.

The effective tax rate of 23.4% in the second quarter decreased compared to an effective tax rate of 23.7% in the prior year period, primarily due to lower expected executive compensation adjustments in the current period. The effective tax rate of 23.1% for the six months ended June 30, 2023 decreased as compared to an effective tax rate of 24.0%, primarily due to lower expected executive compensation adjustments and higher stock compensation benefits in the current period.

Comprehensive income in the second quarter was $100 million, compared to comprehensive income of $35 million in the prior year period. The change was primarily due to the following:

Foreign currency translation adjustments in the second quarter resulted in a $19 million comprehensive gain, compared to a $40 million comprehensive loss in the prior year period. The comprehensive gain during the current period was primarily attributed to increases in the British Pound.
Net earnings increased $10 million, primarily due to higher operating income and other income, net.

Comprehensive income during the six months ended June 30, 2023 was $171 million, compared to comprehensive income of $74 million in the prior year period. The change was primarily due to the following:

Foreign currency translation adjustments for the six months ended June 30, 2023 resulted in a $34 million comprehensive gain, compared to a $47 million comprehensive loss in the prior period. The comprehensive gain during the current period was primarily attributed to increases in the British Pound.
Net earnings increased $26 million, primarily due to higher operating income and other income, net.

New orders in the second quarter increased $65 million from the comparable prior year period, primarily due to the incremental impact from our arresting systems acquisition, an increase in orders for nuclear aftermarket products and services,
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PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

and higher demand for naval defense products in the Naval & Power segment. New orders also benefited from an increase in orders for flight test equipment and tactical communications products in the Defense Electronics segment. These increases were partially offset by the timing of orders for actuation products within the Aerospace & Industrial segment.

New orders during the six months ended June 30, 2023 increased $149 million from the comparable prior year period, primarily due to the incremental impact from our arresting systems acquisition, as well as higher demand for commercial nuclear aftermarket products in the Naval & Power segment. New orders also benefited from an increase in orders for defense electronics equipment in the Defense Electronics segment.

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 EndedSix Months Ended
June 30,June 30,
(In thousands)20232022% change20232022% change
Sales$226,260 $208,572 8%$428,707 $399,684 7%
Operating income35,665 32,464 10%62,210 57,317 9%
Operating margin15.8 %15.6 %20 bps14.5 %14.3 %20 bps
New orders$192,670 $215,279 (11%)$451,313 $443,593 2%

Components of sales and operating income increase (decrease):
Three Months EndedSix Months Ended
June 30,June 30,
2023 vs. 20222023 vs. 2022
SalesOperating IncomeSalesOperating Income
Organic%11 %%%
Foreign currency(1 %)(1 %)(1 %)%
Total%10 %%%

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

Sales in the second quarter increased $18 million, or 8%, to $226 million from the prior year period. Sales in the commercial aerospace market benefited $9 million from higher demand for sensors products as well as surface treatment services on various narrow-body and wide-body platforms. Sales in the general industrial market increased primarily due to higher demand for industrial automation products. Sales increases in the naval defense and aerospace defense markets were primarily due to the timing of sales for actuation equipment on various programs.

Sales during the six months ended June 30, 2023 increased $29 million, or 7%, to $429 million from the prior year period, primarily due to higher sales in the commercial aerospace and general industrial markets. In the commercial aerospace market, sales increased $16 million primarily due to higher demand for sensors products as well as surface treatment services on various narrow-body and wide-body platforms. The general industrial market benefited from sales increases of $11 million primarily due to higher demand for industrial automation products as well as higher sales of surface treatment services.

Operating income in the second quarter increased $3 million, or 10%, to $36 million from the prior year period, and operating margin increased 20 basis points to 15.8%. Operating income during the six months ended June 30, 2023 increased $5 million, or 9%, to $62 million from the prior year period, and operating margin increased 20 basis points to 14.5%. The increases in
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PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued

operating income and operating margin for each of the respective periods were primarily due to favorable overhead absorption on higher sales, partially offset by unfavorable mix on actuation and sensors products.

New orders in the second quarter decreased $23 million primarily due to the timing of orders for actuation products within our defense markets.

New orders during the six months ended June 30, 2023 increased $8 million primarily due to an increase in orders for actuation and sensors products within our A&D markets. This increase was partially offset by the timing of new orders for industrial vehicles.

Defense Electronics

The following tables summarize sales, operating income and margin, and new orders within the Defense Electronics segment.

Three Months EndedSix Months Ended
June 30,June 30,
(In thousands)20232022% change20232022% change
Sales$197,722 $149,549 32%$359,876 $292,618 23%
Operating income43,180 24,460 77%66,548 47,750 39%
Operating margin21.8 %16.4 %540 bps18.5 %16.3 %220 bps
New orders$229,555 $195,442 17%$463,670 $355,130 31%

Components of sales and operating income increase (decrease):
Three Months EndedSix Months Ended
June 30,June 30,
2023 vs. 20222023 vs. 2022
SalesOperating IncomeSalesOperating Income
Organic32 %69 %23 %32 %
Foreign currency— %%— %%
Total32 %77 %23 %39 %

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

Sales in the second quarter increased $48 million, or 32%, to $198 million from the prior year period. In the ground defense market, sales increased $27 million primarily due to higher demand for tactical battlefield communications equipment. Sales in the aerospace defense market benefited $13 million from higher sales of embedded computing and flight test instrumentation equipment on various fighter jet programs. Sales increases in the commercial aerospace market were primarily due to higher demand for avionics and flight test equipment on various domestic and international programs.

Sales during the six months ended June 30, 2023 increased $67 million, or 23%, to $360 million from the prior year period. In the ground defense market, sales increased $54 million primarily due to higher demand for tactical battlefield communications equipment. Sales in the commercial aerospace market increased $8 million primarily due to higher demand for avionics and flight test equipment on various domestic and international platforms. Sales increases in the aerospace defense market were primarily due to higher demand for embedded computing and flight test instrumentation equipment on various fighter jet programs.

Operating income in the second quarter increased $19 million, or 77%, to $43 million compared to the prior year period, and operating margin increased 540 basis points from the prior year period to 21.8%, primarily due to favorable overhead absorption on higher sales.

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Operating income during the six months ended June 30, 2023 increased $19 million, or 39%, to $67 million, and operating margin increased 220 basis points from the prior year period to 18.5%, as favorable overhead absorption on higher sales was partially offset by unfavorable mix on defense electronics products.

New orders in the second quarter increased $34 million, primarily due to an increase in orders for flight test equipment and tactical communications products.

New orders during the six months ended June 30, 2023 increased $109 million 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 EndedSix Months Ended
June 30,June 30,
(In thousands)20232022% change20232022% change
Sales$280,414 $251,236 12%$546,673 $476,516 15%
Operating income46,782 50,001 (6%)84,719 77,289 10%
Operating margin16.7 %19.9 %(320 bps)15.5 %16.2 %(70 bps)
New orders$419,377 $365,441 15%$644,435 $611,705 5%

Components of sales and operating income increase (decrease):
Three Months EndedSix Months Ended
June 30,June 30,
2023 vs. 20222023 vs. 2022
SalesOperating IncomeSalesOperating Income
Organic%(7 %)%%
Acquisitions%— %%— %
Loss on divestiture— %— %— %%
Foreign currency— %%— %%
Total12 %(6 %)15 %10 %

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

Sales in the second quarter increased $29 million, or 12%, to $280 million from the prior year period. In the aerospace defense market, sales increased $23 million due to the incremental impact from our arresting systems acquisition. Sales in the power & process market benefited from higher demand for industrial valves in the process market, as well as higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors. These increases were partially offset by the wind-down on the China Direct AP1000 program. The naval defense market benefited from higher sales on the Columbia-class and Virginia-class submarine programs, partially offset by the timing of sales on various aircraft carrier programs.

Sales during the six months ended June 30, 2023 increased $70 million, or 15%, to $547 million from the prior year period, primarily due to higher sales across our aerospace defense, naval defense, and power & process markets. In the aerospace defense market, sales increased $39 million due to the incremental impact from our arresting systems acquisition. Sales in the naval defense market benefited $11 million primarily due to higher sales on the Columbia-class and Virginia-class submarine programs. In the power & process market, sales increased $19 million primarily due to higher nuclear aftermarket sales supporting the maintenance of existing operating reactors as well as higher industrial valve sales in the process market. These increases were partially offset by the wind-down on the China Direct AP1000 program.
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Operating income in the second quarter decreased $3 million, or 6%, to $47 million, and operating margin decreased 320 basis points from the prior year period to 16.7%, as favorable overhead absorption on higher sales was more than offset by unfavorable product mix as well as first year purchase accounting costs from our arresting systems acquisition.

Operating income during the six months ended June 30, 2023 increased $7 million, or 10%, to $85 million, while operating margin decreased 70 basis points from the prior year period to 15.5%. Both operating income and operating margin benefited from the absence of a prior year loss on sale of our industrial valves business in Germany as well as favorable overhead absorption on higher organic sales. These increases were partially offset by unfavorable product mix as well as first year purchase accounting costs from our arresting systems acquisition.

New orders in the second quarter increased $54 million primarily due to the incremental impact from our arresting systems acquisition, an increase in orders for nuclear aftermarket products and services, and higher demand for naval defense products.

New orders during the six months ended June 30, 2023 increased $33 million primarily due to the incremental impact from our arresting systems acquisition, as well as an increase in orders for nuclear aftermarket products and services.

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 consolidated operating results.

Total Net Sales by End Market and Customer TypeThree Months EndedSix Months Ended
June 30,June 30,
(In thousands)20232022% change20232022% change
Aerospace & Defense markets:
Aerospace Defense$132,192 $94,545 40 %$232,071 $192,549 21 %
Ground Defense70,875 44,393 60 %137,132 83,501 64 %
Naval Defense180,956 172,786 %352,912 335,753 %
Commercial Aerospace82,033 68,192 20 %152,523 129,084 18 %
Total Aerospace & Defense$466,056 $379,916 23 %$874,638 $740,887 18 %
Commercial markets:
Power & Process$131,000 $125,355 %$251,338 $230,143 %
General Industrial107,340 104,086 %209,280 197,788 %
Total Commercial$238,340 $229,441 %$460,618 $427,931 %
Total Curtiss-Wright$704,396 $609,357 16 %$1,335,256 $1,168,818 14 %

Aerospace & Defense markets
Sales in the second quarter increased $86 million, or 23%, to $466 million against the comparable prior year period, due to higher sales across all markets. Sales in the aerospace defense market increased primarily due to the incremental impact from our arresting systems acquisition as well as higher demand for embedded computing and flight test instrumentation equipment 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 commercial aerospace market were primarily due to higher demand for sensors products and surface treatment services on various narrow-body and wide-body platforms, as well as higher sales of avionics and flight test equipment on various domestic and international programs. The naval defense market benefited primarily from higher sales on the Columbia-class and Virginia-class submarine programs, partially offset by lower sales on various aircraft carrier programs.
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CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT’S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS, continued


Sales during the six months ended June 30, 2023 increased $134 million, or 18%, to $875 million, primarily due to higher sales across all markets. In the aerospace defense market, sales benefited from the incremental impact from our arresting systems acquisition. Sales in the ground defense market increased primarily due to higher demand for tactical battlefield communications equipment. Sales increases in the naval defense market were primarily due to higher sales on the Columbia-class and Virginia-class submarine programs, partially offset by lower sales on various aircraft carrier programs. Sales in the commercial aerospace market primarily benefited from higher demand for sensors products and surface treatment services on narrow-body and wide-body platforms, as well as higher demand for avionics and flight test equipment on various domestic and international platforms.

Commercial markets
Sales in the second quarter increased $9 million, or 4%, to $238 million. Sales in the power & process market benefited from higher demand for industrial valves in the process market, as well as higher commercial nuclear aftermarket sales supporting the maintenance of existing operating reactors. These increases were partially offset by the wind-down on the China Direct AP1000 program. Sales in the general industrial market increased primarily due to higher demand for industrial automation products.

Sales during the six months ended June 30, 2023 increased $33 million, or 8%, to $461 million. In the power & process market, sales increased primarily due to higher industrial valve sales in the process market, as well as higher nuclear aftermarket sales supporting the maintenance of existing operating reactors. These increases were partially offset by the wind-down on the China Direct AP1000 program. Sales in the general industrial market increased primarily due to higher demand for industrial automation products and surface treatment services.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Use of Cash

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. Management continually evaluates cash utilization alternatives, including share repurchases, acquisitions, increased dividends, and paying down debt, 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.

Condensed Consolidated Statements of Cash FlowsSix Months Ended
(In thousands)June 30, 2023June 30, 2022
Cash provided by (used for):
Operating activities
$19,353 $(93,271)
Investing activities
(22,191)(18,235)
Financing activities
(104,467)118,120 
Effect of exchange-rate changes on cash9,068 (6,204)
Net increase (decrease) in cash and cash equivalents(98,237)410 

Net cash provided by operating activities increased $113 million from the prior year period, primarily due to higher cash earnings and improved working capital. These increases were partially offset by higher tax payments in the current period.

Net cash used for investing activities increased $4 million from the prior year period, primarily due to higher capital spending during the current period.

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

Net cash used for financing activities increased $223 million from the prior year period, primarily due to the repayment of our 2013 Notes as well as lower current period net borrowings under our credit facility. Refer to the "Financing Activities" section below for further details.

Financing Activities

Debt

During the six months ended June 30, 2023, we repaid $203 million of the 2013 Notes that matured on February 26, 2023.

The Corporation’s debt outstanding had an average interest rate of 4.1% and 4.0% for the three and six months ended June 30, 2023, respectively, and 3.2% for both the three and six months ended June 30, 2022, respectively. The Corporation’s average debt outstanding was $1.3 billion and $1.2 billion for the three and six months ended June 30, 2023, respectively, and $1.2 billion for both the three and six months ended June 30, 2022, respectively.

Credit Agreement

As of June 30, 2023, the Corporation had $125 million of outstanding borrowings under the Credit Agreement, and $21 million in letters of credit supported by the Credit Agreement. The unused credit available under the Credit Agreement as of June 30, 2023 was $604 million, which could be borrowed without violating any of our debt covenants.

Repurchase of common stock

During the six months ended June 30, 2023, the Corporation used $24 million of cash to repurchase approximately 0.1 million outstanding shares under its share repurchase program. During the six months ended June 30, 2022, the Corporation used $32 million of cash to repurchase approximately 0.2 million outstanding shares 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.

Dividends

The Corporation made dividend payments of $7 million and $14 million during the six months ended June 30, 2023 and June 30, 2022, respectively. Additionally, beginning in the second quarter, the Corporation increased its quarterly dividend to $0.20 per share.

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 per 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 June 30, 2023, we had the ability to borrow additional debt of $1.9 billion without violating our debt to capitalization covenant.

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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 2022 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 22, 2023, 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.

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Item 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
There have been no material changes in our market risk during the six months ended June 30, 2023.  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 2022 Annual Report on Form 10-K.
 
Item 4.                      CONTROLS AND PROCEDURES
 
As of June 30, 2023, 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 June 30, 2023 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 June 30, 2023, 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.
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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 six months ended June 30, 2023. Information regarding our Risk Factors is more fully described in "Item 1A. Risk Factors" of our 2022 Annual Report on Form 10-K.

 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 June 30, 2023.

 Total Number of shares purchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced ProgramMaximum Dollar amount of shares that may yet be Purchased Under the Program
April 1 - April 3021,754 $174.5094,906 $183,957,144 
May 1 - May 3126,792 $163.66121,698 $179,572,405 
June 1 - June 3024,157 $173.76145,855 $175,374,832 
For the quarter ended June 30, 202372,703 $170.26145,855 $175,374,832 

In December 2022, the Corporation adopted two written trading plans in connection with its previously authorized share repurchase program, of which approximately $200 million remains available for repurchase. The first trading plan includes share repurchases of $50 million, to be executed equally throughout the 2023 calendar year. The second trading plan includes opportunistic share repurchases up to $100 million 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 December 14, 2022.

Item 3.                      DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.                      MINE SAFETY DISCLOSURES
 
Not applicable.

Item 5.                      OTHER INFORMATION
 
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There have been no material changes in our procedures by which our security holders may recommend nominees to our board of directors during the six months ended June 30, 2023. Information regarding security holder recommendations and nominations for directors is more fully described in the section entitled “Stockholder Nominations for Directors” of our 2023 Proxy Statement on Schedule 14A, which is incorporated by reference to our 2022 Annual Report on Form 10-K.


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Item 6.                      EXHIBITS
Incorporated by ReferenceFiled
Exhibit No.Exhibit DescriptionFormFiling DateHerewith
3.18-A12B/AMay 24, 2005
3.28-KMay 18, 2015
10.1X
10.2X
31.1X
31.2X
32X
* Indicates contract or compensatory plan or arrangement
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX


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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: August 3, 2023



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